RULE XIV

FORMAL REQUIREMENTS AS TO PAPERS FILED IN PROCEEDINGS

(a) All papers filed under these rules shall be typewritten, mimeraphed, or printed, shall be plainly legible, shall be on one grade of good unglazed white paper approximately 8 inches wide and 1 inches long, with left-hand margin 11⁄2 inches wide, and shall bound at the upper left-hand corner. They shall be double aced, except that quotations shall be single spaced and indented. printed, they shall be in either 10- or 12-point type with doublea el text and single-leaded quotations.

(b) All papers must be signed by the party filing the same, or duly authorized attorney or agent, and must show the address

the signer.

(e) All papers filed must include at the head thereof, or on a title age, the name of the Commission, the names of the parties, and the subject of the particular paper or pleading, and the docket mber assigned to the proceeding.

APPENDIX III

GUIDE TO FORMS ADOPTED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE SECURITIES EXCHANGE ACT OF 1934 COMPILED TO NOVEMBER 5, 1935

GUIDE TO FORMS ADOPTED UNDER THE SECURITIES ACT OF 1933 1

Form A-1. General form.-To be used in all cases for which no ther form is specifically provided.

SPECIAL RULE AS TO THE USE OF FORM A-1

Notwithstanding the rules for the use of form A-2 for corporations, form A-1 may be used by any incorporated investment trust for registration under the Securities Act of 1933, as amended, of urities comprising an additional block of securities of a class part which has previously been registered on form A-1.

Form A-2. For corporations.-This form is to be used for registraon statements, except such statements as to which a special form specifically prescribed, under the Securities Act of 1933, as

This guide is designed to aid in the selections of appropriate forms and is revised from me to time as circumstances require. Copies of the forms herein referred to will be nisbed without charge upon request.

amended, by any corporation which files profit and loss statements for 3 years and which meets either one of the following conditions: (a) Such corporation has made annually available to its securityholders, for at least 10 years, financial reports (which may be reports consolidating the reports of the corporation and its subsidiaries) including at least a balance sheet and a profit and loss or income statement, or (b) such corporation had a net income for any 2 fiscal years of the 5 fiscal years preceding the date of the latest balance sheet filed with the registration statement. If such corporation has subsidiaries, such income shall be determined on the basis of consolidated reports for such corporation and its subsidiaries. Notwithstanding what is hereinabove prescribed in this paragraph, however, this form shall not be used by any corporation organized within 10 years, if the majority of the capital stock thereof was issued to promoters of the corporation in consideration of property or services, or if more than one-half of the proceeds of the sale of securities of such corporation has been used to purchase property acquired by the corporation from the promoters of the corporation.

This form may also be used for registration statements (except such statements as to which a special form is specifically prescribed) by a corporation organized for the purpose of distributing to its stockholders only, water, electricity, or gas, and prohibited from paying any dividends to its stockholders except upon its dissolution or liquidation, provided that

1. The corporation has been in existence at least 15 years prior to the date of the filing of the registration statement;

2. There has been no default by the corporation upon any of its funded indebtedness within the period of 15 years prior to the date of the filing of the registration statement;

3. The registrant will have a total indebtedness, upon the issuance of the securities registered, not exceeding 50 percent of the amount, less valuation reserves, at which the total assets of the registrant are carried on the latest balance sheet of the regis trant filed with the registration statement, giving effect to the proceeds of the securities registered; and

4. Within the period of 10 years preceding the date of the filing of the registration statement, the corporation shall not have failed to levy and collect assessments in amounts sufficient to meet all current charges.

SPECIAL RULES AS TO THE USE OF FORM A-2 FOR CORPORATIONS

1. Notwithstanding that form E-1 is specifically prescribed for use in cases involving an exchange of securities by the issurer thereof for others of its securities or a modification of the terms of securities

by agreement between the issuer and its security holders, a registrant therwise entitled to use form A-2 may, at its option, use form A-2 in any such case if the registrant is not in reorganization pursuant to section 77B of the Bankruptcy Act or in bankruptcy or receivership and if no default exists on any outstanding funded debt (other than a default in sinking fund payments which has been waived by The holders of at least 80 percent in principal amount of the issue atstanding). If form A-2 is used pursuant to this rule the fee payable for registration shall be calculated in accordance with instrucon 7 in form E-1, and the table setting forth the calculation shall be prepared as prescribed in such form. The following requirements tall also be complied with:

(a) There shall be furnished in answer to item 24 information as to the basis upon which the outstanding securities of the registrant are to be modified or exchanged.

(b) A copy of the plan or agreement, if any, pursuant to which the outstanding securities are to be modified or exchanged shall be filed as an exhibit to the registration statement. 2. In case all the following conditions exist:

(a) Within the past 10 years the registrant was organized as the successor to a single predecessor, all of the assets of which were transferred by such predecessor to the registrant and all of the liabilities of such predecessor were assumed by the registrant: and

(b) The capital structure of the registrant, at the time of such succession, was substantially the same as that of the predecessor, other than for such change as may have resulted from changing the capital stock liability per share;

the registrant and such a predecessor shall be deemed one person for the purpose of determining whether the conditions of the general e as to the use of form A-2 for corporations, as set forth under the first paragraph of the "rule as to the use of form A-2 for corrations" exist. In such case, however, wherever the word "regisant occurs in the registration statement, it shall be deemed to elude such predecessor unless the context clearly shows otherwise. 3. Notwithstanding the provisions of the last sentence of the rule for the use of form A-2 for corporations, that form may be used a corporation otherwise entitled to use the form, if the property quired from promoters under the circumstances stated in such last entence consisted principally of one or more going businesses, or of urities representing directly or indirectly more than 50 percent of e voting power controlling such businesses.

Any corporation filing on form A-2 by virtue of this special rule shall set forth in its registration statement the following addi

tional item, designated as item 45A, and shall furnish the information required thereby:

Item 45a: As to each business acquired by the registrant directly or through the acquisition of securities in circumstances which would have prevented the use of form A-2 except for the operation of special rule 3 as to the use of form A-2:

(a) Describe briefly the transaction by which such business or such securities were acquired, including a statement as to any write-up or write-down in investments, in property, plant, and equipment, or in intangible assets, effected in connection with or in the course of the transaction.

(b) If the business or the securities representative thereof were acquired by the promoter looking to their transfer to the registrant, or within 6 months prior to their transfer to the registrant, state the cost of such business or securities to the promoter and the total amount of securities and other consideration given to the promoter therefor.

Notwithstanding the rules as to the use of form E-1, or the rule as to the use of form A-2 for corporations, form A-2 may be used in the situation described below for registration statements, except those: for which a special form (other than form E-1) is specifically prescribed, by corporations which file profit and loss statements of their own or of their predecessors for 3 years and which, or the predecessors of which, have in the past 15 years paid dividends upon any class. of common stock for at least 2 consecutive years. The situation in which form A-2 may thus be used is that of registration of securities issued or sold in the course of a "reorganization ", as defined in rule 5 (1) as to the use of form E-1, where the only operation which brings the transaction within the definition is the acquisition of assets of a subsidiary by the registrant in consideration of securities of the registrant, or the exchange of securities of the registrant for outstanding securities of a subsidiary.

Where form A-2 for corporations is used in accordance with the above rule, certain additional information is required. This is specified in Release 309 (Class C), dated March 7, 1935.

Form C-1. For securities of unincorporated investment trusts.— This form is to be used for the registration of securities of unincorporated investment trusts not having a board of directors (or persons performing similar functions) of the fixed or restricted management type having a depositor or sponsor.

Form C-2. For certain types of certificates of interest in securi ties. This form is to be used for registration under the Securities

Act of 1933 of certificates of interest in securities of a single class f a single issuer, if the following conditions exist:

(1) The major part of the certificates are to be sold to the public for cash;

(2) Under the terms of the deposit agreement the depositor (as defined below) has no rights or duties as depositor, subsequent to the deposit of the securities with the depositary;

(3) Under the terms of the deposit agreement the power to vote or give a consent with respect to the deposited securities may be exercised only by, or pursuant to the instructions of, the holders of the certificates of interest, except a power, if any, to vote to effect a split-up of deposited stock in such manner as to cause no change in the aggregate capital stock liability of the issuer of the deposited securities;

(4) The securities deposited by the depositor are registered under the Securities Act of 1933 in connection with the sale of the certificates of interest.

Form D-1. For certificates of deposit (except those for which form D-1A is specified).—In registering certificates of deposit issued in anticipation of or in connection with a plan of reorganization or readjustment, form D-1 shall be used. If a plan of reorganization or readjustment is proposed at the time the call for deposits is to be made, parts I and II of form D-1 should be filed at the same time. If no such plan is proposed at the time the call for deposits is to be made, part I may be filed alone, and part II must then be filed before the plan is submitted to the security holders or deposits are solicited under the plan. Part II is an amendment of part I, and as such shall become effective on such date as the Commission may determine, having due regard to the public interest, and the protec

tion of investors.

In the event that a registrant is exempted from the necessity for ling part I, he may nevertheless file part II.

Before the issuance of the securities provided in the plan of readjustment or reorganization, form E-1 is to be filed by the issuer of rh securities, unless exempted from the necessity of such filing by

the act.

Form D-1A. For certificates of deposit.—This form is to be used aly where the issuer of the certificates of deposit is the original Issuer of the securities called for deposit, and only if the certificates of deposit are issued in connection with a plan of reorganization or readjustment which involves the issue of new securities to the holders of certificates of deposit.

Form E-1. For securities in reorganization. This form is to be ased to register securities (including contracts of guaranty but ex