SUSPENSION OF TRADING-WITHDRAWAL STRIKING FROM LISTING AND REGISTRATION

§ 240.12d2-1. Suspension of Trading, Withdrawal, and Striking From Listing and Registration.

(a) (1) A security listed and registered on a national securities exchange may be suspended from trading by such exchange, in accordance with its rules. Such exchange shall promptly notify the Commission of any such suspension, the effective date thereof and the reasons therefor. (2) Any such suspension may be continued until such time as it shall appear to the Commission that such suspension is designed to evade the provisions of section 12 (d) and the rules and regulations thereunder relating to the withdrawal and striking of a security from listing and registration. During the continuance of such suspension the exchange shall notify the Commission promptly of any change in the reasons for the suspension. Upon the restoration to trading of any security suspended under this section, the exchange shall notify the Commission promptly of the effective date thereof.

(3) Suspension of trading shall not terminate the registration of any security.

(b) (1) An application by an issuer or an exchange to withdraw or strike a security from listing and registration pursuant to section 12 (d) shall be made in accordance with the following requirements:

(A) The application shall be made in triplicate, shall be signed and sworn to by an officer of the applicant authorized to do so, and shall set forth the source of the authority of such officer. If the applicant is the issuer it shall forward promptly a copy of the application to the exchange and if the applicant is the exchange it shall forward promptly a copy of the application to the issuer.

(B) The application shall cite the paragraph designation of each provision of the constitution, bylaws or rules of the exchange, if any, which relates to such a withdrawal or striking, and shall set forth the steps taken by the applicant to satisfy the requirements of such provisions.

(C) The application shall state the reasons for such proposed withdrawal or striking, together with all material facts relating thereto and such

facts as in the opinion of the applicant have a bear ing on whether the Commission should impose ar terms for the protection of investors.

(2) If the application is made by the issu such issuer, if so directed by the Commission, sh promptly send notice of such application to il known holders of the security which is the subje of the application. Such notice shall state tr time and place of hearing on the application shall advise such security holders of their righ present their views by appearing at such hear or writing the Commission on the subject of w terms, if any, should be imposed for the protect of investors in granting the application.

(3) The application may state that the ap cant pursuant to this section offers the applicat in evidence at any hearing on such applicati! If such an offer is made, the application shall received in evidence at the hearing as proof support of the allegations therein without 1 necessity of the applicant appearing and in ducing further evidence, unless

(A) Counsel for the Commission objects; c (B) A holder of the security which is the s ject of the application, the issuer or the exch involved, or any other person having a bona: interest in such proceeding appears and object

(4) If counsel for the Commission intends object to the admission in evidence of the app tion or in advance of the hearing date is appr of the intention of any person having a bons: interest in the proceeding to appear in opposit to the application, he shall promptly advise applicant thereof. If such objection or opre tion is first made at such time that seasona notice thereof cannot be given to the appl and the applicant does not appear, the hea shall be continued to permit the applicant to pear and support its application at the adjo date thereof. Unless the Commission otherwis rects, the application shall be dismissed if thes plicant fails to appear and support its applicat after it has been notified by counsel for the C mission of such objection or opposition.

(c) If within 30 days after the publication any rule or regulation which substantially sh or adds to the obligations, or detracts from rights, of an issuer of a security registered par ant to application under section 12 (b) or (c) of its officers, directors, or security holders,

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>ersons soliciting or giving any proxy or consent ›r authorization with respect to such security, the ssuer shall file with the Commission a request that uch registration shall expire and shall accompany uch request with a written explanation of the easons why the publication of such rule or reguation leads the issuer to make such request, such egistration shall expire immediately upon receipt f such request or immediately before such rule or egulation becomes effective, whichever date is ater. The absence of an express reservation, in n application for registration, of the rights erein granted shall not be deemed a waiver theref.

(d) A security may be stricken from listing and egistration by a national securities exchange if— (1) Trading in such security has been termiated pursuant to a rule of such exchange requiring uch termination whenever a security is admitted > trading on another exchange; and

(2) Listing and registration of such security as become effective on such other exchange. The exchange upon which such security has been › stricken shall notify the Commission of its ction within 3 days from the date thereof.

240.12d2-2 (a). Removal From Listing and Registration of Matured, Redeemed, or Retired Securities.

(a) Within a reasonable time after a national curities exchange knows or is reliably informed at any of the following conditions exist with spect to a security listed and registered thereon, e exchange shall file with the Commission a otification on Form 25 of its intention to remove ach security from listing and registration:

(1) The entire class of the security has been lled for redemption, maturity or retirement; apopriate notice thereof has been given; funds fficient for the payment of all such securities ve been deposited with an agency authorized to ake such payments; and such funds have been ade available to security holders.

(2) The entire class of the security has been reemed or paid at maturity or retirement. (3) The instruments representing the securies comprising the entire class have come to evince, by operation of law or otherwise, other curities in substitution therefor and represent other right, except, if such be the fact, the right

to receive an immediate cash payment (the right of dissenters to receive the appraised or fair value of their holdings shall not prevent the application of this provision).

(4) All rights pertaining to the entire class of the security have been extinguished: Provided, however, That where such an event occurs as the result of an order of a court or other governmental authority, the order shall be final, all applicable appeals periods shall have expired, and no appeals shall be pending.

Effective date of removal.—If the conditions of this section are complied with, removal of a security from listing and registration pursuant to a notification on Form 25 shall become effective at the opening of business on such date as the exchange shall specify in said form: Provided, however, That such date shall be not less than seven days following the date on which said form is mailed to the Commission for filing: And provided further, That in the event removal is being effected under paragraph (a) (3) of this section and the exchange has admitted or intends to admit a successor security to trading under the temporary exemption provided for by § 240.12a-5, such date shall not be earlier than the date on which the successor security is removed from its exempt status.

UNLISTED TRADING

§ 240.12f-1. Applications for Permission to Extend Unlisted Trading Privileges.

An application may be made to the Commission by any national securities exchange for the extension of unlisted trading privileges to any security, pursuant to section 12 (f). One copy of such application, executed by a duly authorized officer of the exchange, shall be filed and shall set forth— (1) Name of issuer;

(2) Title of security;

(3) Information as to the public distribution of such security in the vicinity of such exchange, and the geographical area which is deemed to constitute such vicinity, stating the source of such information;

(4) Information as to the volume of public trading in such security in the vicinity of such exchange during the three calendar months im

mediately preceding the date of such application, stating the source of such information; and

(5) Any other information which is deemed pertinent to the question of whether the continuation or extension of unlisted trading privileges in such security is necessary or appropriate in the public interest or for the protection of investors.

§ 240.12f-2. Changes in Securities Admitted to Unlisted Trading Privileges.

(a) Any security admitted to unlisted trading privileges on a national securities exchange shall be deemed to be the security theretofore admitted to unlisted trading privileges on such exchange although changed in one or more of the following respects

(1) Title of such security or the name of the issuer;

(2) The maturity, interest rate, and/or outstanding aggregate principal amount of an issue of bonds, debentures or notes;

(3) The par value, dividend rate, number of shares authorized and/or the outstanding number of shares of a stock.

Such exchange shall notify the Commission of any such change by filing Form 27 with the Commission promptly after learning thereof, except that such notification need not be filed if such security is also listed and registered on another national securities exchange.

(b) Any security admitted to unlisted trading privileges on a national securities exchange in respect of which there is effected any change other than those specified in paragraph (a) of this section, shall, nevertheless, be deemed to be the security theretofore admitted to unlisted trading privileges on such exchange, provided the Commission shall have determined, upon application by such exchange, that the security after such change is substantially equivalent to the security theretofore admitted to unlisted trading privileges. One copy of such application, executed by a duly authorized officer of the exchange, shall be filed, and it shall contain the following information:

(1) Title of security;

(2) Name of issuer; and

(3) A brief but comprehensive description of each change proposed to be effected in such security, together with a copy of all written matter

submitted to security holders relating to each a change.

§ 240.12f-3. Termination or Suspension of U listed Trading Privileges.

(a) The issuer of any security for which listed trading privileges on any exchange br been continued or extended, or any broker dealer who makes or creates a market for security, or any other person having a bons interest in the question of termination or suspe sion of such unlisted trading privileges, may application to the Commission for the terminat or suspension of such unlisted trading privile One duly executed copy of such applications: be filed, and it shall contain the following inf mation:

(1) Name and address of applicant;

(2) A brief statement of the applicant's inters in the question of termination or suspension such unlisted trading privileges;

(3) Title of security; (4) Name of issuer;

(5) Amount of such security issued and standing (number of shares of stock or princ amount of bonds), stating source of informatics

(6) Annual volume of public trading in s security (number of shares of stock or prin amount of bonds) on such exchange for each of three calendar years immediately preceding date of such application, and monthly volume trading in such security for each of the tw calendar months immediately preceding the of such application;

(7) Price range on such exchange for eac the twelve calendar months immediately pres ing the date of such application; and

(8) A brief statement of the information i applicant's possession, and the sources ther with respect to (a) the extent of public distr tion of such security in the vicinity of such change and the geographical area which is dee to constitute such vicinity, (b) the extent of p trading in such security on such exchange, and the character of trading in such security on 5exchange.

(b) Unlisted trading privileges in any se on any national securities exchange may be pended or terminated by such exchange in sex” ance with its rules. Such exchange shall pro

file Form 28 to notify the Commission of any such suspension or termination.

240.12f-4. Exemption of Securities Admitted to Unlisted Trading Privileges From Sections 13, 14, and 16.

(a) Any security for which unlisted trading ›rivileges on any national securities exchange have >een continued or extended pursuant to section 12 f), the issuer of which has no security registered is a listed security on such exchange, shall be exmpt from the operation of section 13 with respect o the filing of information, documents, and reorts by the issuer thereof with such exchange, nd, unless the issuer also has a security registered s a listed security on any other national securities exchange, with respect to such filing with the Commission.

(b) Any security for which unlisted trading rivileges on any national securities exchange have een continued or extended pursuant to section 12 f) shall be exempt from the operation of section 4 unless such security is also registered as a listed ecurity on any other national securities exchange. (c) (1) Any security for which unlisted tradng privileges on any national securities exchange ave been continued or extended pursuant to secion 12 (f) (1) or (3), the issuer of which has no quity security registered as a listed security on ny national securities exchange, shall be exempt rom the operation of section 16.

(2) Any security for which unlisted trading rivileges on any national securities exchange have een continued or extended pursuant to section 12 f) (1) or (3), the issuer of which has an equity ecurity registered as a listed security on any ational securities exchange, shall be exempt from e operation of section 16 insofar as the provions of that section would otherwise apply to any erson who is directly or indirectly the beneficial wner of more than 10 percent of such unlisted -curity: Provided, That such person is neither a irector or officer of the issuer thereof nor directly indirectly the beneficial owner of more than 10 ercent of any class of any equity security of such suer which is registered as a listed security. 240.12f-5. Differentiation on Ticker Between Transactions in Listed and Unlisted Securities.

Every national securities exchange and every erson directly or indirectly controlled by such

exchange, in the publication or making available for publication by ticker of quotations or transactions in securities made or effected upon such exchange, shall differentiate between quotations or transactions in listed securities and quotations or transactions in securities for which unlisted trading privileges on such exchange have been continued or extended, by either adding the letter "L" to the report of each quotation or transaction in such listed securities, or by adding the letter "U" to the report of each quotation or transaction in such securities for which unlisted trading privileges have been continued or extended on such exchange.

§ 240.12f-6. Continuance of Unlisted Trading Privileges on Merged Exchanges.

(a) Subject to section 12 (f), as amended, and the rules and regulations thereunder, a national securities exchange which has absorbed another exchange may, without further order of the Commission, continue unlisted trading privileges (1) in any security which was admitted to such privileges on the absorbed exchange pursuant to clause (1) of section 12 (f), and (2) in any security which was admitted to such privileges on the absorbed exchange pursuant to clause (2) or (3) of section 12 (f) if the vicinity of the surviving exchange includes the vicinity of the absorbed exchange.

(b) For the purpose of this section the vicinity of the surviving exchange shall include the vicinity of an absorbed exchange if the vicinities of the absorbed and surviving exchanges are located within a single geographic division or adjoining geographic divisions of the United States as classified by the United States Bureau of the Census.

REGULATION X-13A. REPORTS OF ISSUERS OF LISTED SECURITIES

ARTICLE 1. ANNUAL REPORTS

§ 240.13a-1. Requirement of Annual Reports. Every issuer having securities listed and registered on a national securities exchange shall file an annual report for each fiscal year after the last full fiscal year for which financial statements were filed in its application for registration. Registrants on Form 8-B shall file an annual re

port for each fiscal year beginning on or after the date as of which the succession occurred. The report shall be filed within 120 days after the close of the fiscal year or within such other period as may be specified in the appropriate form.

§ 240.13a-2. Annual Reports of Predecessors.

Every issuer having securities listed and registered pursuant to an application on Form 8-B shall file an annual report pursuant to § 240.13a-1 for each of its predecessors which had securities listed and registered on a national securities exchange, covering the last full fiscal year of the predecessor prior to the registrant's succession, unless such report has been filed by the predecessor. Such annual report shall contain the information that would be required if filed by the predecessor.

§ 240.13a-3. Reports in Case of New Registration.

(a) Notwithstanding § 240.13a-1, any registrant which has filed, within the period prescribed for filing an annual report pursuant to that section

(1) A registration statement under the Securities Act of 1933 which has become effective and is not subject to any proceeding under section 8 (d) of that Act or to an order entered thereunder, or (2) An application for registration of securities on an exchange which has become effective and is not subject to any proceeding under section 19 (a) (2) of the Securities Exchange Act of 1934 or to an order thereunder,

may file as its annual report pursuant to § 240.13a-1 copies of the registration statement or application in lieu of an annual report on the appropriate annual report form if the statement or application covers the fiscal period that would be covered by a report on the appropriate annual report form and contains all of the information, including financial statements and exhibits, required by the appropriate annual report form.

(b) The report shall be filed under cover of the facing sheet of the appropriate annual report form and shall be signed in accordance with the requirements of that form. The following statement shall appear on the facing sheet of the annual report or on the page immediately following the facing sheet:

(c) Any financial statements or exhibits i cluded in the registration statement or appl tion which are not required by the appropria annual report form may be omitted.

(d) If any registration statement included the annual report incorporates by reference financial statements or exhibits required by appropriate annual report form which are on with the Commission but are not on file with exchange, the copies of the annual report with the exchange shall include copies of s financial statements or exhibits.

(e) Copies of the report filed with the Com sion may incorporate the registration stater or application by reference. If a report cons of an application, copies of the report filed with exchange with which the application was may incorporate the application by reference. § 240.13a-4. Incorporation of Information Cor tained in a Prospectus.

Any registrant which has filed with the C mission pursuant to § 230.424 under the Securite Act of 1933 copies of a prospectus meeting the quirements of section 10 of that Act after effective date of the registration statement incorporate in its annual report pursuant § 240.3a-1 any information, including finan statements, contained in the prospectus, provide a copy of the prospectus is filed as an exhibi the annual report.

ARTICLE 2. OTHER REPORTS § 240.13a-10. Interim Reports.

(a) Every issuer which changes its fiscal cle date after the last fiscal year for which financ statements were filed in its application for re tration shall file a report covering the result interim period not more than 120 days after close of the interim period or after the date the determination to change the fiscal closing whichever is later.

(b) Every issuer having securities register pursuant to an application on Form 8-B sha