SCHEDULE 14B. INFORMATION TO BE INCLUDed in Statements FILED BY or on Behalf of a ParticipaNT (0711) THAN THE ISSUER) IN A PROXY SOLICITATION PURSUANT TO RULE 148-11(c) Rule Item 1. Issuer............. 2. Identity and background.......... 3. Interests in securities of the issuer... 4. Further matters.. 5. Signature.--. EXEMPTION OF CERTAIN SECURITIES FROM SECTION 15 (a) 15a-1. Exemption of individual notes or bonds secured by lien on real estate from section 15 (a). 15a-2. Exemption of certain securities of cooperative apartment houses from section 15 (a). REGISTRATION OF BROKERS AND DEALERS 15b-1. Application for registration of broker or dealer.......... 15b-2. Supplements and amendments to applications... 15b-3. Adoption of application filed by predecessor.. 15b-4. Registration of successor to registered broker or dealer..... 15b-5. Registration of fiduciaries... 15b-6. Withdrawal from registration.......... 15b-7. Consent to service of process to be furnished by nonresident brokers or dealers and by nonresident general partners or managing agents of brokers or dealers.... 15b-8. Statement of financial condition to be filed with application for registration as a broker or dealer... 15b-9. Proceedings under sections 15(b), 15A(1)(2) and 19(a) (3) of the Act---- 15c1-1. Definitions.. RULES RELATING TO OVER-THE-COUNTER MARKETS 15c1-2. Fraud and misrepresentation____ 15c1-3. Misrepresentation by brokers and dealers as to registration... 15c1-4. Confirmation of transactions__. 15c1-5. Disclosure of control............... 15c1-6. Disclosure of interest in distributions. 15c1. 7. Discretionary accounts___. 15c1-8. Sales at the market.......... 15c1-9. Use of pro forma balance sheets... 15c2-1. Hypothecation of customers' securities... 15c2-2. Prohibition of trading during suspension of trading on a national securities exchange.. 15c2-3. Prohibiting trading in German securities unless validated....... 15c3-1. Ratio of aggregate indebtedness to net capital_____ REGULATION 15D. REPORTS OF REGISTRANTS UNDER THE SECURITIES ACT OF 1933 15ag-1. Application pursuant to section 15A (g) of the Act for review of disciplinary action or denial of membership by registered securities association............ 15aj-1. Amendments and supplements to registration statements of securities associations. 15a12-1. Proceedings under section 15A (1) (2) of the Act.......... le -1. Reports under section 16 (a).... -2. Ownership of more than 10 percent of an equity security---- -3. Manner of reporting holdings and changes in ownership under rule 16a-1--- -4. Exemptions from sections 16 (a) and 16 (b)... REPORTS OF DIRECTORS, OFFICERS, AND PRINCIPAL STOCKHOLDERS Page 67 69 69 69 69 69 70 70 71 -5. Exemption from section 16 of securities purchased or sold by odd-lot dealers___. -6. Exemption from section 16 (a) of securities as to which reports are required under Holding Company Act... -7. Use of Investment Company Act form.. -8. Ownership of securities held in trust. -9. Exemption for small transactions... 10. Exemption from section 16 (b) of transactions which need not be reported under section 16 (a). EXEMPTION OF CERTAIN TRANSACTIONS FROM SECTION 16 (b) -1. Exemption from section 16 (b) of certain transactions by registered investment companies____ -2. Exemption from section 16 (b) of certain distributing transactions.___ -3. Exemption from section 16 (b) of certain acquisitions of securities under certain plans.. -5. Exemption from section 16 (b) of certain transactions in which securities are received by redeeming other securities____ -6. Exemption of long-term profits incident to sales within 6 months of the exercise of an option...___ 73 2 22 2 72 73 EXEMPTION OF CERTAIN SECURITIES FROM SECTION 16 (c) >1. Exemption of certain securities from section 16 (c)...--- -2. Exemption from section 16 (c) of certain distributing and underwriting transactions.... 3. Exemption of sales of securities to be acquired _ _ _ 1-3. Records to be made by certain exchange members, brokers and dealers... - 76 -4. Records to be preserved by certain exchange members, brokers and dealers.... 78 1-5. Reports to be made by certain exchange members, brokers and dealers. 1. Documents to be kept public by exchanges ... ... ... ... >2. Nondisclosure of information filed with the Commission and with an exchange.. >3. Information filed by issuers and others under sections 12, 13, 14 and 16----- 82 82 84 442868 0-58-2 GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934 RULES OF GENERAL APPLICATION le 0-1. References to Rules and Regulations and to the Act, or to Portions Thereof. (a) As used in the rules and regulations preibed by the Commission pursuant to Title I of › Securities Exchange Act of 1934, unless the text otherwise specifically requires (1) The term "Commission" means the Securi3 and Exchange Commission. (2) The term "Act" means Title I of the Securi3 Exchange Act of 1934. (3) The term "section" refers to a section of the curities Exchange Act of 1934. 4) The term "rules and regulations" refers to rules and regulations adopted by the Commisn pursuant to the Act, including the forms for istration and reports and the accompanying tructions thereto. b) Unless otherwise specifically stated, the ms used in the rules and regulations shall have meaning defined in the Act. (c) A rule or regulation which defines a term thout express reference to the Act or to the rules d regulations, or to a portion thereof, defines h term for all purposes as used both in the Act in the rules and regulations, unless the context erwise specifically requires. d) Unless otherwise specified or the context erwise requires, the term "prospectus" means rospectus meeting the requirements of Section (a) of the Securities Act of 1933 as amended. le 0-2. Business Hours of the Commission. The principal office of the Commission at Washton, D. C., is open each day except Saturdays holidays from 9:00 a. m. to 5:30 p. m. East■Standard Time or Eastern Daylight Saving ne whichever is currently in effect in Washton. Rule 0-3. Filing of Material With the Commission. All papers required to be filed with the Commission pursuant to the Act or the rules and regulations thereunder shall be filed at its principal office in Washington, D. C. Material may be filed by delivery to the Commission, through the mails or otherwise. The date on which papers are actually received by the Commission shall be the date of filing thereof if all of the requirements with respect to the filing have been complied with. Rule 0-4. Nondisclosure of Information Obtained in the Course of Examinations and Investigations. Information or documents obtained by officers or employees of the Commission in the course of any examination or investigation pursuant to section 17 (a) or 21 (a) shall, unless made a matter of public record, be deemed confidential. Officers and employees are hereby prohibited from making such confidential information or documents available to anyone other than a member, officer, or employee of the Commission, unless the Commission authorizes the disclosure of such information or the production of such documents as not being contrary to the public interest. Any officer or employee who is served with a subpoena requiring the disclosure of such information or the production of such documents shall appear in court and, unless the authorization described in the preceding sentence shall have been given, shall respectfully decline to disclose the information or produce the documents called for, basing his refusal upon this rule. Any officer or employee who is served with such a subpoena shall promptly advise the Commission of the service of such subpoena, the nature of the information or document sought, and any circumstances which may bear upon the desirability of making available such information or documents. Rule 0-5. Reference to Rule by Obsolete Designation. Wherever in any rule, form, or instruction book specific reference is made to a rule by number or other designation which is now obsolete, such reference shall be deemed to be made to the corresponding rule or rules in these General Rules and Regulations. Rule 0-6. Disclosure Detrimental to the National Security. (a) Any requirement to the contrary notwithstanding, no application for registration, report, proxy statement or other document filed with the Commission or any securities exchange shall contain any document or information that has been classified or determined by an appropriate department or agency of the United States to require protection in the interests of national defense. (b) Where a document is omitted pursuant to paragraph (a) hereof, there shall be filed, in lieu of such document, a statement from an appropriate department or agency of the United States to the effect that such document has been classified or that the status of such document is awaiting determination. Where a document is omitted pursuant to paragraph (a) hereof, but information relating to the subject-matter of such document is nevertheless included in material filed with the Commission pursuant to a determination of an appropriate department or agency of the United States that disclosure of such information would not be contrary to the interests of national defense, a statement to that effect shall be submitted for the information of the Commission. (c) The Commission may protect any information in its possession which may require classification in the interests of national defense pending determination by an appropriate department or agency as to whether such information should be classified. Rule 0-7. Consent to Service of Process To Be Furnished by Non-resident Investment Advisers and by Non-resident Investment General Partners or Managing Agents of Investment Advisers. (a) Each non-resident investment adviser registered or applying for registration pursuant to Section 203 of the Investment Advisers Act d 1940, each non-resident general partner of an vestment adviser partnership which is register' or applying for registration, and each nondent managing agent of any other unincorporiz investment adviser which is registered or app ing for registration, shall furnish to the Comms sion, in a form prescribed by or acceptable to written irrevocable consent and power of attor which (1) designates the Securities and Exch Commission as an agent upon whom may be ser any process, pleadings, or other papers in civil suit or action brought in any appropr court in any place subject to the jurisdiction of United States, where the cause of action ({) ► crues on or after the effective date of this r (ii) arises out of any activity, in any place subje to the jurisdiction of the United States, occurr in connection with the conduct of business of investment adviser, and (iii) is founded, direc or indirectly, upon the provisions of the Securit Act of 1933, the Securities Exchange Act of the Trust Indenture Act of 1939, the Investre Company Act of 1940, the Investment Advie Act of 1940, or any rule or regulation under ir of said Acts; and (2) stipulates and agrees any such civil suit or action may be commenced the service of process upon the Commission the forwarding of a copy thereof as provided paragraph (c) of this rule, and that the ser aforesaid of any such process, pleadings, or ot papers upon the Commission shall be taken held in all courts to be as valid and binding s due personal service thereof had been made. (b) The required consent and power of attor shall be furnished to the Commission within following period of time: (1) Each non-resident investment adviser re tered at the time this rule becomes effective. each non-resident general partner or mans agent of an unincorporated investment ad registered at the time this rule becomes effect shall furnish such consent and power of attor within 60 days after such date; (2) Each investment adviser applying registration after the effective date of this shall furnish, at the time of filing such app tion, all the consents and powers of attorne quired to be furnished by such investment ads and by each general partner or managing thereof; Provided, however, That where |