33-5135 explanation of material significance to investors in appraising the results shown, or refer to such information or explanation set forth elsewhere in the prospectus. A source and application of funds statement and an analysis of retained earnings and other additional capital accounts shall be furnished for each fiscal year or other period for which a statement of income is required to be furnished. Instructions. 1. The statements required shall be prepared in compliance with the applicable requirements of Regulation S-X for statements of profit and loss, source and application of funds, and retained earnings and other additional capital, and shall be certified to the date of the respective certified balance sheet(s) included in the prospectus. 2. If the registrant is engaged primarily (1) in the generation, transmission or distribution of electricity, the manufacture, mixing, transmission or distribution of gas, the supplying or distribution of water or the furnishing of telephone or telegraph service, or (ii) in holding securities of companies engaged in such business, it may at its option include a statement of income for the twelve-month period prior to the date of the latest balance sheet furnished, in lieu of the statements for the interim periods specified. 3. If a period or periods reported on include operations of a business prior to the date of acquisition, or for other causes differ from reports previously issued for any period, the statement shall be reconciled as to sales or revenues and net income in the statement, or in a note thereto, with the amounts previously reported. 4. (a) The registrant shall show in tabular form for each fiscal year or other period the ratio of earnings to fixed charges. A pro forma ratio of earnings to fixed charges, adjusted to give effect to the issuance of the securities to be registered, any issuance or retirement of securities during or after such period, or any presently proposed issuance, retirement or redemption of securities shall also be shown for the latest fiscal year or twelve-month period. (b) Earnings shall be computed after all operating and income deductions except fixed charges and taxes based on income or profits and after eliminating undistributed income of unconsolidated persons. In the case of utilities, interest credits charged to construction shall be added to gross income and not deducted from interest. (c) The term "fixed charges" shall mean (i) interest and amortization of debt discount and expense and premium on all indebtedness; (ii) one-third of all rentals reported in the schedule prepared in accordance with Rule 12-16 of Regulation S-X, or such portion as can be demonstrated to be representative of the interest factor in the particular case: and (iii) in case consolidated figures are used, preferred stock dividend requirements of consolidated subsidiaries, excluding in all cases items eliminated in consolidation. (d) The registrant shall file as an exhibit a statement setting forth in reasonable detail the computations of the required ratios. For the purpose of this exhibit and the pro forma ratio required above, an assumed maximum interest rate may be used on securities as to which the interest rate has not yet been fixed, which assumed rate shall be shown. 5. In connection with any unaudited statement for an interim period, a statement shall be made that all adjustments necessary to a fair statement of the results for such interim period have been included. 33-5135 If all such adjustments are of a normal recurring nature, a statement to that effect shall be made; otherwise, there shall be furnished as supplemental information but not as a part of the registration statement, a letter describing in detail the nature and amount of any adjustments, other than normal recurring adjustments, entering into the determination of the results shown. 6. Statements of income, source and application of funds, retained earnings and other additional capital conforming with the foregoing shall be furnished, here or elsewhere in the prospectus, for each subsidiary or group of subsidiaries for which a balance sheet is furnished in response to Item 5(b). (b) Indicate the products or services which constitute the principal sources of sales or revenues, or both, and in the case of an extractive enterprise, give appropriate information as to reserves. State for the period covered by the statements of income, gross property additions and retirements. 3. Item 5(a) of the form has been amended as follows: Item 5. Balance Sheets and Schedules. (a) There shall be furnished a balance sheet of the registrant and a consolidated balance sheet of the registrant and its subsidiaries as of a date within six months prior to the date of filing the registration statement. These balance sheets need not be certified but if they are not certified, there shall be furnished in addition certified balance sheets as of a date within one year, unless the fiscal year of the registrant has ended within 90 days prior to the date of filing, in which case the certified balance sheets may be as of the end of the preceding fiscal year. These balance sheets shall be prepared in compliance with the applicable balance sheet requirements of Regulation S-X. Instruction. III. Form S-11. (No change). The first paragraph under the heading INSTRUCTIONS AS TO FINANCIAL STATEMENTS in Form S-11 has been amended as follows: These instructions specify the financial statements to be filed as a part of a registration statement on this form. Regulation S-X governs the certification, consolidation, and form and content of such financial statements. The financial statements, including the statements of source and application of funds, retained earnings and other additional capital and schedules to be filed in support thereof, shall be prepared in accordance with the applicable requirements of Regulation S-X except as otherwise provided in the special provisions hereunder. Item 26 above specifies the statements which are to be included in the prospectus. Attention is directed to Rule 411(b) regarding incorporation by reference of financial statements. The foregoing action, which was taken pursuant to the Securities Act of 1933, particularly Sections 6, 7, 10 and 19(a) thereof, shall become effective March 26, 1971. By the Commission. Rosalie F. Schneider 92-578 O 739(2B) (e) Current,' Codified Version of Securities and Exchange Commission Form S-1 NOTE.-The following codified version of Form S-1 was not provided by the 3. Use of Proceeds to Registrant 4. Sales Otherwise than for Cash 11. Organization within 5 years 13. Capital Stock Being Registered 14. Long-Term Debt Being Registered 15. Other Securities Being Registered 16. Directors and Executive Officers 17. Remuneration of Directors and Officers 18. Options to Purchase Securities .. 19. Principal Holders of Securities 20. Interest of Management and Others in Certain Transactions 1. Balance Sheets of the Registrant 2. Profit and Loss Statements of the Registrant 3. Omission of Registrant's Statements in Certain Cases 4. Consolidated Balance Sheets 5. Consolidated Profit and Loss Statements C. Unconsolidated Subsidiaries and Other Persons 6. Unconsolidated Subsidiaries 7. Fifty-percent Owned Persons 8. Omission of Statements in Certain Cases 9. Affiliates Whose Securities Secure an Issue Being Registered .... 1777 |