Item 20 Form S-1 1769 4. If, to the knowledge of the registrant or any principal underwriter of the securities being registered, more than 10 percent of any class of voting securities of the registrant are held or are to be held subject to any voting trust or other similar agreement, state the title of such securities, the amount held or to be held and the duration of the agreement. Give the names and addresses of the voting trustees and outline briefly their voting rights and other powers under the agreement. Item 20. Interest of Management and Others in Certain Transactions. Describe briefly, and where practicable state the approximate amount of any material interest, direct or indirect, of any of the following persons in any material transactions during the last three years, or in any material proposed transactions, to which the registrant or any of its subsidiaries was, or is to be, a party : 1 (a) Any director or officer of the registrant; (b) Any security holder named in answer to Item 19(a); (c) Any associate of any of the foregoing persons. Instructions. 1. See Instruction 1 to Item 17(a). Include the name of each person whose interest in any transaction is described and the nature of the relationship by reason of which such interest is required to be described. Where it is not practicable to state the approximate amount of the interest, the approximate amount involved in the transaction shall be indicated. 2. As to any transaction involving the purchase or sale of assets by or to the registrant or any subsidiary, otherwise than in the ordinary course of business, state the cost of the assets to the purchaser and the cost thereof to the seller if acquired by the seller within two years prior to the transaction. 3. This item does not apply to any interest arising from the ownership of securities of the registrant where the security holder receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class. 4. No information need be given in answer to this item as to any remuneration not received during the registrant's last fiscal year or as to any remuneration or other transaction disclosed in response to Items 17 or 18. 5. Information should be included as to any material underwriting discounts and commissions upon the sale of securities by the registrant where any of the specified persons was or is to be a principal underwriter or is a controlling person, or member, of a firm which was or is to be a principal underwriter. Information need not be given concerning ordinary management fees paid by underwriters to a managing underwriter pursuant to an agreement among underwriters the parties to which do not include the registrant or its subsidiaries. 6. No information need to be given in answer to this item as to any transaction or any interest therein where: (i) the rates or charges involved in the transaction are fixed by law or determined by competitive bids; (ii) the interest of the specified persons in the transaction is solely that of a director of another corporation which is a party to the transaction; (iii) the transaction involves services as a bank depository of funds, transter agent, registrar, trustee under a trust indenture, or other similar services; 1770 Form S-1 Items 21-22 (iv) the interest of the specified persons, including all periodic installments in the case of any lease or other agreement providing for periodic payments or installments, does not exceed $30,000; (v) the transaction does not involve remuneration for services, directly or indirectly, and (A) the interest of the specified persons arises from the ownership individually and in the aggregate of less than 10% of any class of equity securities of another corporation which is a party to the transaction, (B) the transaction is in the ordinary course of business of the registrant or its subsidiaries, and (C) the amount of such transaction or series of transactions is less than 10% of the total sales or purchases, as the case may be, of the registrant and its subsidiaries. 7. Information shall be furnished in answer to this item with respect to transactions not excluded above which involve remuneration, directly or indirectly, to any of the specified persons for services in any capacity unless the interest of such persons arises solely from the ownership individually and in the aggregate of less than 10% of any class of equity securities of another corporation furnishing the services to the registrant or its subsidiaries. 8. This item does not require the disclosure of any interest in any transaction unless such interest and transaction are material. Item 21. Financial Statements. Include in the prospectus all financial statements called for by the Instructions as to Financial Statements for this Form, except as provided in paragraphs (a) and (b) below: (a) All schedules to balance sheets and profit and loss statements may be omitted from the prospectus except (1) those prepared in accordance with Rules 12-16 and 12-32 of Regulation S-X which are applicable to balance sheets and profit and loss statements included in the prospectus, and (2) those prepared in accordance with Rule 12-27 in Regulation S-X which are applicable to a company's latest balance sheet included in the prospectus. All historical information required by Part E of the Instructions as to Financial Statements may also be omitted from the prospectus. (b) If either the profit and loss or earned surplus statements required are included in their entirety in the summary of earnings required by Item 6, the statements so included need not be otherwise included in the prospectus or elsewhere in the registration statement. PART IL INFORMATION NOT REQUIRED IN PROSPECTUS Item 22. Marketing Arrangements. Briefly describe any arrangement known to the registrant or to any person named in answer to Item 2 or 19(a) made for any of the following purposes: (a) To limit or restrict the sale of other securities of the same class as those to be offered for the period of distribution. (b) To stabilize the market for any of the securities to be offered. (c) For withholding commissions, or otherwise to hold each underwriter or dealer responsible for the distribution of his participation. Instruction. If the answer to this item is contained in an exhibit, the item may be answered by cross-reference to the relevant paragraphs of the exhibit. Items 23-26 Form S-1 1771 Item 23. Other Expenses of Issuance and Distribution. Furnish a reasonably itemized statement of all expenses in connection with the issuance and distribution of the securities being registered, other than underwriting discounts and commissions. If any of the securities being registered are to be offered for the account of security holders, indicate the portion of such expenses to be borne by such security holders. Instruction. Insofar as practicable, registration fees, Federal taxes, State taxes and fees, trustees' and transfer agents' fees, cost of printing and engraving, and legal, accounting and engineering fees shall be separately itemized. The information may be given as subject to future contingencies. If the amounts of any items are not known, estimates designated as such shall be given. Item 24. Relationship with Registrant of Experts Named in Registration Statement. If any expert named in the registration statement as having prepared or certified any part thereof was employed for such purpose on a contingent basis or, at the time of such preparation or certification or at any time thereafter, had a substantial interest in the registrant or any of its parents or subsidiaries or was connected with the registrant or any of its subsidiaries as a promoter, underwriter, voting trustee, director, officer or employee, furnish a brief statement of the nature of such contingent basis, interest or connection. Instruction. In the case of an accountant, any direct financial interest or any material indirect financial interest held during the period covered by the financial statements prepared or certified shall be deemed a "substantial interest" for the purpose of this item. Item 25. Sales to Special Parties. Name each person or specify each class of persons (other than underwriters or dealers, as such) to whom any securities have been sold within the past six months, or are to be sold, by the registrant or any security holder for whose account any of the securities being registered are to be offered, at a price varying from that at which securities of the same class are to be offered to the general public pursuant to this registration. State the consideration given or to be given by each such person or class. Item 26. Recent Sales of Unregistered Securities. Furnish the following information as to all securities of the registrant sold by the registrant within the past three years which were not registered under the Securities Act of 1933. Include sales of reacquired securities as well as new issues, securities issued in exchange for property, services, or other securities, and new securities resulting from the modification of outstanding securities. (a) Give the date of sale and the title and amount of securities sold. (b) Give the names of the principal underwriters, if any. As to any securities 1772 Form S-1 Items 27-28 sold not publicly offered, name the persons or identify the class of persons to whom the securities were sold. (c) As to securities sold for cash, state the aggregate offering price and the aggregate underwriting discounts or commissions. As to any securities sold otherwise than for cash, state the nature of the transaction and the nature and aggregate amount of consideration received by the registrant. (d) Indicate the section of the Act or the Rule of the Commission under which exemption from registration was claimed and state briefly the facts relied upon to make the exemption available. Instructions. 1. Information need not be set forth as to notes, drafts, bills of exchange or bankers' acceptances which mature not later than one year from the date of issuance. 2. If the sales were made in a series of transactions, the information may be given by such totals and periods as will reasonably convey the information required. Item 27. Subsidiaries of Registrant. Furnish a list or diagram of all subsidiaries of the registrant, and as to each such subsidiary indicate (1) the State or other jurisdiction under the laws of which it was organized, and (2) the percentage of voting securities owned or other basis of control, by its immediate parent. Designate (i) subsidiaries for which separate financial statements are filed; (ii) subsidiaries included in consolidated financial statements; (iii) subsidiaries included in group financial statements filed for unconsolidated subsidiaries; and (iv) subsidiaries for which no financial statements are filed, indicating briefly why statements of such subsidiaries are not filed. Instructions. 1. In case the registrant owns directly or indirectly approximately 50% of the voting securities of any person and approximately 50% of the voting securities of such person are owned directly or indirectly by another single interest, such person shall be deemed to be a subsidiary for purposes of this item. 2. Include the registrant and show clearly the relationship of each person named to the registrant and to the other persons named. The names of particular subsidiaries may be omitted if the unnamed subsidiaries considered in the aggregate as a single subsidiary would not constitute a significant subsidiary. 3. If the securities being registered are to be issued in connection with, or pursuant to, a plan of acquisition, reorganization, readjustment, or succession, indicate insofar as practicable the status to exist upon consummation of the plan. Item 28. Franchises and Concessions. State briefly the general effect of all material franchises and concessions held by the registrant and its subsidiaries. Instruction. As used in this item, the term "franchise" means a special privilege granted by governmental authority to use public property for business purposes, such as the use of the streets by a public utility company, or the maintenance of an establishment upon the public domain, and the term "concession" means a grant by governmental authority of the right to engage in the exploitation of natural resources. Items 29-31 Form S-1 Item 29. Indemnification of Directors and Officers. 1773 State the general effect of any charter provision, by-law, contract, arrangement or statute under which any director or officer of the registrant is insured or indemnified in any manner against any liability which he may incur in his capacity as such. Item 30. Treatment of Proceeds from Stock Being Registered. If capital stock is being registered hereunder and any portion of the consideration to be received by the registrant for such stock is to be credited to an account other than the appropriate capital stock account, state to what other account such portion is to be credited and the estimated amount per share. If the consideration from the sale of par value shares is less than par value, state the amount per share involved and its treatment in the accounts. Item 31. Financial Statements and Exhibits. List all financial statements and exhibits filed as a part of the registration statement. (a) Financial statements, indicating those included in the prospectus. (b) Exhibits. (c) Statement of eligibility and qualification of each person designated to act as trustee under an indenture to be qualified under the Trust Indenture Act of 1939. UNDERTAKINGS A. The following undertaking shall be included in every registration state ment: "Subject to the terms and conditions of Section 15(d) of the Securities Exchange Act of 1934, the undersigned registrant hereby undertakes to file with the Securities and Exchange Commission such supplementary and periodic information, documents and reports as may be prescribed by any rule or regulation of the Commission heretofore or hereafter duly adopted pursuant to authority conferred in that section." B. The following undertaking, with appropriate modifications to suit the particular case, shall be included in the registration statement if the securities being registered are to be offered to existing security holders pursuant to warrants or rights and any securities not taken by security holders are to be reoffered to the public: "The undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from |