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TEXT OF THE AMENDMENTS
In accordance with the foregoing, Title 17, Chapter II of
the Code of Federal Regulations is amended as follows:
PART 228 - INTEGRATED DISCLOSURE SYSTEM FOR SMALL BUSINESS
ISSUERS
1. The authority citation for part 228 continues to read
as follows:
Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s,
77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77jjj, 77nnn,
77sss, 78l, 78m, 78n, 78o, 78w, 78ll, 80a-8, 80a-29, 80a-30, 80a-
37, 80b-11, unless otherwise noted.
2. By amending 228.405 by revising the reference to "Rule
16a-3(d)" in paragraph (a) to read "Rule 16a-3(e)" and by
revising paragraphs (a)(1) and (a)(2) before the Note to read as
follows:
228.405 (Item 405) Compliance with section 16(a) of the Exchange
Act.
* * * * *
(a) * * *
(1) Under the caption "Section 16(a) Beneficial
Ownership Reporting Compliance," identify each
person who, at any time during the fiscal year,
was a director, officer, beneficial owner of more
than ten percent of any class of equity securities
of the registrant registered pursuant to section
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12 ("reporting person") that failed to file on a
timely basis, as disclosed in the above Forms,
reports required by section 16(a) of the Exchange
Act during the most recent fiscal year or prior
fiscal years.
(2) For each such person, set forth the number of late
reports, the number of transactions that were not
reported on a timely basis, and any known failure
to file a required Form. A known failure to file
would include, but not be limited to, a failure to
file a Form 3, which is required of all reporting
persons, and a failure to file a Form 5 in the
absence of the written representation referred to
in paragraph (b)(2)(i) of this section, unless the
registrant otherwise knows that no Form 5 is
required.
* * * * *
PART 229 - STANDARD INSTRUCTIONS FOR FILING FORMS UNDER
SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND
ENERGY POLICY AND CONSERVATION ACT OF 1975 - REGULATION S-K
3. The authority citation for part 229 continues to read
in part as follows:
Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s,
77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj,
77nnn, 77sss, 78c, 78i, 78j, 78l, 78m, 78n, 78o, 78w, 78ll(d),
79e, 79n, 79t, 80a-8, 80a-29, 80a-30, 80a-37, 80b-11, unless
otherwise noted.
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* * * * *
4. By amending 229.405 by revising paragraphs (a)(1) and
(a)(2) before the Note to read as follows:
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229.405 (Item 405) Compliance with section 16(a) of the Exchange
Act.
* * * * *
(a) * * *
(1) Under the caption "Section 16(a) Beneficial
Ownership Reporting Compliance," identify each
person who, at any time during the fiscal year,
was a director, officer, beneficial owner of more
than ten percent of any class of equity securities
of the registrant registered pursuant to section
12 of the Exchange Act, or any other person
subject to section 16 of the Exchange Act with
respect to the registrant because of the
requirements of section 30 of the Investment
Company Act or section 17 of the Public Utility
Holding Company Act ("reporting person") that
failed to file on a timely basis, as disclosed in
the above Forms, reports required by section 16(a)
of the Exchange Act during the most recent fiscal
year or prior fiscal years.
(2) For each such person, set forth the number of late
reports, the number of transactions that were not
reported on a timely basis, and any known failure
to file a required Form. A known failure to file
would include, but not be limited to, a failure to
file a Form 3, which is required of all reporting
persons, and a failure to file a Form 5 in the
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absence of the written representation referred to
in paragraph (b)(2)(i) of this section, unless the
registrant otherwise knows that no Form 5 is
required.
* * * * *
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PART 240 - GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT
OF 1934
5. The authority citation for part 240 continues to read
in part as follows:
Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77eee, 77ggg,
77nnn, 77sss, 77ttt, 78c, 78d, 78i, 78j, 78l, 78m, 78n, 78o, 78p,
78q, 78s, 78w, 78x, 78ll(d), 79q, 79t, 80a-20, 80a-23, 80a-29,
80a-37, 80b-3, 80b-4, and 80b-11, unless otherwise noted.
* * * * *
6. By amending 240.16a-1 by revising paragraphs (a)(3)
and (c)(3), removing the word "or" at the end of paragraph
(c)(5), replacing the period at the end of paragraph (c)(6) with
a semi-colon followed by the word "or", and adding paragraph
(c)(7) to read as follows:
240.16a-1 Definition of Terms.
* * * * *
(a) * * *
(3) Where more than one person subject to section 16
of the Act is deemed to be a beneficial owner of
the same equity securities, all such persons must
report as beneficial owners of the securities,
either separately or jointly, as provided in
240.16a-3(j). In such cases, the amount of
short-swing profit recoverable shall not be
increased above the amount recoverable if there
were only one beneficial owner.
* * * * *
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(c) * * *
(3) Rights or obligations to surrender a security, or
have a security withheld, upon the receipt or
exercise of a derivative security or the receipt
or vesting of equity securities, in order to
satisfy the exercise price or the tax withholding
consequences of receipt, exercise or vesting;
* * * * *
(7) Options granted to an underwriter in a registered
public offering for the purpose of satisfying
over-allotments in such offering.
* * * * *
7. By amending 240.16a-2 by revising paragraphs (b) and
(d)(2) to read as follows:
240.16a-2 Persons and transactions subject to section 16.
* * * * *
(b) A transaction(s) following the cessation of director or
officer status shall be subject to section 16 of the
Act only if:
(1) Executed within a period of less than six months
of an opposite transaction subject to section
16(b) of the Act that occurred while that person
was a director or officer; and
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(2) Not otherwise exempted from section 16(b) of the
Act pursuant to the provisions of this chapter.
Note to Paragraph (b): For purposes of this paragraph, an
acquisition and a disposition each shall be an opposite
transaction with respect to the other.
* * * * *
(d)(1) * * *
(2) Transactions by such person or entity acting in a
capacity specified in paragraph (d)(1) of this
section after the period specified in that
paragraph shall be subject to section 16 of the
Act only where the estate, trust or other entity
is a beneficial owner of more than ten percent of
any class of equity security registered pursuant
to section 12 of the Act.
8. By amending 240.16a-3 by revising paragraph (f)(1)(i),
redesignating paragraphs (f)(1)(ii) and (f)(1)(iii) as
(f)(1)(iii) and (f)(1)(iv), adding paragraph (f)(1)(ii), revising
paragraph (g), and adding paragraph (j) to read as follows:
240.16a-3 Reporting transactions and holdings.
* * * * *
(f)(1) * * *
(i) All transactions during the most recent fiscal
year that were exempt from section 16(b) of the
Act, except:
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(A) Exercises and conversions of derivative
securities exempt under either 240.16b-3 or
240.16b-6(b) (these are required to be
reported on Form 4);
(B) Transactions exempt from section 16(b) of the
Act pursuant to 240.16b-3(c), which shall be
exempt from section 16(a) of the Act; and
(C) Transactions exempt from section 16(a) of the
Act pursuant to another rule;
(ii) Transactions that constituted small acquisitions
pursuant to 240.16a-6(a);
* * * * *
(g)(1) A Form 4 shall be filed to report all
transactions not exempt from section 16(b) of
the Act and all exercises and conversions of
derivative securities, regardless of whether
exempt from section 16(b) of the Act.
(2) At the option of the reporting person,
transactions that are reportable on Form 5
may be reported on Form 4, provided that the
Form 4 is filed no later than the due date of
the Form 5 with respect to the fiscal year in
which the transaction occurred.
* * * * *
(j) Where more than one person subject to section 16 of the
Act is deemed to be a beneficial owner of the same
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equity securities, all such persons must report as
beneficial owners of the securities, either separately
or jointly. Where persons in a group are deemed to be
beneficial owners of equity securities pursuant to
240.16a-1(a)(1) due to the aggregation of holdings, a
single Form 3, 4 or 5 may be filed on behalf of all
persons in the group. Joint and group filings must
include all required information for each beneficial
owner, and such filings must be signed by each
beneficial owner, or on behalf of such owner by an
authorized person.
9. By amending 240.16a-4 by revising paragraphs (b), (c)
and (d) and the Note to read as follows:
240.16a-4 Derivative securities.
* * * * *
(b) The exercise or conversion of a call equivalent
position shall be reported on Form 4 and treated for
reporting purposes as:
(1) A purchase of the underlying security; and
(2) A closing of the derivative security position.
(c) The exercise or conversion of a put equivalent position
shall be reported on Form 4 and treated for reporting
purposes as:
(1) A sale of the underlying security; and
(2) A closing of the derivative security position.
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(d) The disposition or closing of a long derivative
security position, as a result of cancellation or
expiration, shall be exempt from section 16(a) of the
Act if exempt from section 16(b) of the Act pursuant to
240.16b-6(d).
Note to 240.16a-4: A purchase or sale resulting from an
exercise or conversion of a derivative security may be exempt
from section 16(b) of the Act pursuant to 240.16b-3 or 240.16b-
6(b).
10. By amending 240.16a-6 by revising paragraph (a) and
removing paragraph (c) to read as follows:
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240.16a-6 Small acquisitions.
(a) Any acquisition of an equity security not exceeding
$10,000 in market value, or of the right to acquire
such securities, shall be reported on Form 5, subject
to the following conditions:
(1) Such acquisition, when aggregated with other
acquisitions of securities of the same class
(including securities underlying derivative
securities, but excluding acquisitions exempted by
rule from section 16(b) or previously reported on
Form 4 or Form 5) within the prior six months,
does not exceed a total of $10,000 in market
value; and
(2) The person making the acquisition does not within
six months thereafter make any disposition, other
than by a transaction exempt from section 16(b) of
the Act.
* * * * *
11. By amending 240.16a-8 by revising paragraph (a)(1) and
adding a note at the end of paragraph (b)(3) to read as follows:
240.16a-8 Trusts.
(a) Persons subject to section 16. (1) Trusts. A trust
shall be subject to section 16 of the Act with respect
to securities of the issuer if the trust is a
beneficial owner, pursuant to 240.16a-1(a)(1), of more
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than ten percent of any class of equity securities of
the issuer registered pursuant to section 12 of the Act
("ten percent beneficial owner").
* * * * *
(b) Trust holdings and transactions.
* * * * *
(3) Beneficiaries. * * *
Note to Paragraph (b)(3): Transactions and holdings
attributed to a trust beneficiary may be reported by the trustee
on behalf of the beneficiary, provided that the report is signed
by the beneficiary or other authorized person. Where the
transactions and holdings are attributed both to the trustee and
trust beneficiary, a joint report may be filed in accordance with
240.16a-3(j).
* * * * *
12. By amending 240.16a-9 by revising paragraph (a) to
read as follows:
240.16a-9 Stock splits, stock dividends, and pro rata
rights.
* * * * *
(a) The increase or decrease in the number of securities
held as a result of a stock split or stock dividend
applying equally to all securities of a class,
including a stock dividend in which equity securities
of a different issuer are distributed; and
* * * * *
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13. By adding 240.16a-11 to read as follows:
240.16a-11 Dividend or interest reinvestment plans.
Any acquisition of securities resulting from the
reinvestment of dividends or interest on securities of the same
issuer shall be exempt from section 16 of the Act if the
acquisition is made pursuant to a plan providing for the regular
reinvestment of dividends or interest and the plan provides for
broad-based participation, does not discriminate in favor of
employees of the issuer, and operates on substantially the same
terms for all plan participants.
14. By adding 240.16a-12 to read as follows:
240.16a-12 Domestic relations orders.
The acquisition or disposition of equity securities pursuant
to a domestic relations order, as defined in the Internal Revenue
Code or Title I of the Employee Retirement Income Security Act,
or the rules thereunder, shall be exempt from section 16 of the
Act.
15. By adding 240.16a-13 to read as follows:
240.16a-13 Change in form of beneficial ownership.
A transaction, other than the exercise or conversion of a
derivative security or deposit into or withdrawal from a voting
trust, that effects only a change in the form of beneficial
ownership without changing a person's pecuniary interest in the
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subject equity securities shall be exempt from section 16 of the
Act.
16. By removing and reserving 240.16b-2.
17. By revising 240.16b-3 to read as follows:
240.16b-3 Transactions between an issuer and its officers or
directors.
(a) General. A transaction between the issuer (including
an employee benefit plan sponsored by the issuer) and
an officer or director of the issuer that involves
issuer equity securities shall be exempt from section
16(b) of the Act if the transaction satisfies the ap-
plicable conditions set forth in this section.
(b) Definitions.
(1) A Discretionary Transaction shall mean a transac-
tion pursuant to an employee benefit plan that:
(i) Is at the volition of a plan participant;
(ii) Is not made in connection with the par-
ticipant's death, disability, retirement or
termination of employment;
(iii) Is not required to be made available to
a plan participant pursuant to a provis-
ion of the Internal Revenue Code; and
(iv) Results in either an intra-plan transfer
involving an issuer equity securities fund,
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or a cash distribution funded by a volitional
disposition of an issuer equity security.
(2) An Excess Benefit Plan shall mean an employee
benefit plan that is operated in conjunction with
a Qualified Plan, and provides only the benefits
or contributions that would be provided under a
Qualified Plan but for any benefit or contribution
limitations set forth in the Internal Revenue Code
of 1986, or any successor provisions thereof.
(3) (i) A Non-Employee Director shall mean a director
who:
(A) Is not currently an officer (as defined
in 240.16a-1(f)) of the issuer or a
parent or subsidiary of the issuer, or
otherwise currently employed by the
issuer or a parent or subsidiary of the
issuer;
(B) Does not receive compensation, either
directly or indirectly, from the issuer
or a parent or subsidiary of the issuer,
for services rendered as a consultant or
in any capacity other than as a
director, except for an amount that does
not exceed the dollar amount for which
disclosure would be required pursuant to
229.404(a) of this chapter;
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(C) Does not possess an interest in any
other transaction for which disclosure
would be required pursuant to
229.404(a) of this chapter; and
(D) Is not engaged in a business
relationship for which disclosure would
be required pursuant to 229.404(b) of
this chapter.
(ii) Notwithstanding paragraph (b)(3)(i) of this
section, a Non-Employee Director of a closed-
end investment company shall mean a director
who is not an "interested person" of the
issuer, as that term is defined in Section
2(a)(19) of the Investment Company Act of
1940.
(4) A Qualified Plan shall mean an employee benefit
plan that satisfies the coverage and participation
requirements of sections 410 and 401(a)(26) of the
Internal Revenue Code of 1986, or any successor
provisions thereof.
(5) A Stock Purchase Plan shall mean an employee
benefit plan that satisfies the coverage and
participation requirements of sections 423(b)(3)
and 423(b)(5), or section 410, of the Internal
Revenue Code of 1986, or any successor provisions
thereof.
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(c) Tax-conditioned plans. Any transaction (other than a
Discretionary Transaction) pursuant to a Qualified
Plan, an Excess Benefit Plan, or a Stock Purchase Plan
shall be exempt without condition.
(d) Grants, awards and other acquisitions from the issuer.
Any transaction involving a grant, award or other
acquisition from the issuer (other than a Discretionary
Transaction) shall be exempt if:
(1) The transaction is approved by the board of
directors of the issuer, or a committee of the
board of directors that is composed solely of two
or more Non-Employee Directors;
(2) The transaction is approved or ratified, in
compliance with section 14 of the Act, by either:
the affirmative votes of the holders of a majority
of the securities of the issuer present, or
represented, and entitled to vote at a meeting
duly held in accordance with the applicable laws
of the state or other jurisdiction in which the
issuer is incorporated; or the written consent of
the holders of a majority of the securities of the
issuer entitled to vote; provided that such
ratification occurs no later than the date of the
next annual meeting of shareholders; or
(3) The issuer equity securities so acquired are held
by the officer or director for a period of six
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months following the date of such acquisition,
provided that this condition shall be satisfied
with respect to a derivative security if at least
six months elapse from the date of acquisition of
the derivative security to the date of disposition
of the derivative security (other than upon
exercise or conversion) or its underlying equity
security.
(e) Dispositions to the issuer. Any transaction involving
the disposition to the issuer of issuer equity
securities (other than a Discretionary Transaction)
shall be exempt, provided that the terms of such
disposition are approved in advance in the manner pre-
scribed by either paragraph (d)(1) or paragraph (d)(2)
of this section.
(f) Discretionary Transactions. A Discretionary
Transaction shall be exempt only if effected
pursuant to an election made at least six months
following the date of the most recent election,
with respect to any plan of the issuer, that
effected a Discretionary Transaction that was:
(i) An acquisition, if the transaction to be exempted
would be a disposition; or
(ii) A disposition, if the transaction to be exempted
would be an acquisition.
Notes to 240.16b-3:
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Note (1): The exercise or conversion of a derivative
security that does not satisfy the conditions of this
section is eligible for exemption from section 16(b) of
the Act to the extent that the conditions of 240.16b-
6(b) are satisfied.
Note (2): Section 16(a) reporting requirements
applicable to transactions exempt pursuant to this
section are set forth in 240.16a-3(f) and (g) and
240.16a-4.
Note (3): The approval conditions of paragraphs
(d)(1), (d)(2) and (e) of this section require the
approval of each specific transaction, and are not
satisfied by approval of a plan in its entirety except
for the approval of a plan pursuant to which the terms
and conditions of each transaction are fixed in
advance, such as a formula plan. Where the terms of a
subsequent transaction (such as the exercise price of
an option, or the provision of an exercise or tax with-
holding right) are provided for in a transaction as
initially approved pursuant to paragraphs (d)(1),
(d)(2) or (e), such subsequent transaction shall not
require further specific approval.
18. By amending 240.16b-6 by adding a note following
paragraph (b) to read as follows:
240.16b-6 Derivative securities.
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* * * * *
Note to Paragraph (b): The exercise or conversion of a
derivative security that does not satisfy the conditions of this
section is eligible for exemption from section 16(b) of the Act
to the extent that the conditions of 240.16b-3 are satisfied.
* * * * *
PART 249 - FORMS, SECURITIES EXCHANGE ACT OF 1934
19. The authority citation for Part 249 continues to read
in part as follows:
Authority: 15 U.S.C. 78a, et seq., unless otherwise noted;
* * * * *
20. By amending Form 3 (referenced in 249.103) and the
General Instructions thereto by adding a sentence at the end of
paragraph (a) to General Instruction 3 after the note, adding
paragraph (b)(v) to General Instruction 5, by revising General
Instruction 6, and by revising Item 1 and adding Item 7 to the
information preceding Table I to read as follows:
Note - The text of Form 3 does not and this amendment
will not appear in the Code of Federal Regulations.
Form 3 Initial Statement of Beneficial Ownership of Securities
* * * * *
General Instructions
* * * * *
3. Where Form Must be Filed
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(a) * * * Alternatively, this Form is permitted to be
submitted to the Commission in electronic format at
the option of the reporting person
pursuant to 232.101(b)(4) of this
chapter.
* * * * *
5. Holdings Required to be Reported
* * * * *
(b) Beneficial Ownership Reported (Pecuniary Interest)
* * * * *
(v) Where more than one person beneficially owns the
same equity securities, such owners may file Form
3 individually or jointly. Joint and group
filings may be made by any designated beneficial
owner. Holdings of securities owned separately by
any joint or group filer are permitted to be
included in the joint filing. Indicate only the
name and address of the designated filer in Item 1
of Form 3 and attach a listing of the names and
IRS or social security numbers (or addresses in
lieu thereof) of each other reporting person.
Joint and group filings must include all required
information for each beneficial owner, and such
filings must be signed by each beneficial owner,
or on behalf of such owner by an authorized
person. If the space provided for signatures is
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insufficient, attach a signature page. Submit any
attached listing of names or signatures on another
Form 3, copy of Form 3 or separate page of 8 1/2
by 11 inch white paper, indicate the number of
pages comprising the report (Form plus attach-
ments) at the bottom of each report page (e.g., 1
of 3, 2 of 3, 3 of 3), and include the name of the
designated filer and information required by Items
2 and 4 of the Form on the attachment.
* * * * *
6. Additional Information
If the space provided in the line items of this Form or
space provided for additional comments is insufficient,
attach another Form 3, copy of Form 3 or a separate
page of 8 1/2 by 11 inch white paper to Form 3,
completed as appropriate to include the additional
comments. Each attached page must include information
required in Items 1, 2 and 4 of the Form. The number
of pages comprising the report (Form plus attachments)
shall be indicated at the bottom of each report page
(e.g., 1 of 3, 2 of 3, 3 of 3). If additional informa-
tion is not provided in this manner, it will be assumed
that no additional information was provided.
* * * * *
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1. Name and Address of Reporting Person*
(Last) (First) (Middle)
(Street)
(City) (State) (Zip)
* If the Form is filed by more than one Reporting
Person, see Instruction 5(b)(v).
* * * * *
7. Individual or Joint/Group Filing
(Check applicable line)
Form filed by One Reporting Person
Form Filed by More than One Reporting Person
* * * * *
21. By amending Form 4 (referenced in 249.104) and the
General Instructions thereto by adding a sentence at the end of
paragraph (a) of General Instruction 2 after the note; by
revising paragraph (a)(i) of General Instruction 4; by revising
the Note following General Instruction 4(a)(ii) and adding
paragraph (b)(v) to General Instruction 4; by revising General
Instruction 6; in General Instruction 8 by adding a sentence at
the end of the paragraph appearing under the "Transaction Codes"
caption and revising the Transaction Codes; and by revising Item
1 and adding Item 7 to the information preceding Table I to read
as follows:
Note - The text of Form 4 does not and this amendment will
not appear in the Code of Federal Regulations.
==========================================START OF PAGE 25======
Form 4 Statement of Changes in Beneficial Ownership of
Securities
* * * * *
General Instructions
* * * * *
2. Where Form Must be Filed
(a) * * * Alternatively, this Form is permitted to be
submitted to the Commission in electronic format
at the option of the reporting person pursuant to
232.101(b)(4) of this chapter.
* * * * *
4. Transactions and Holdings Required to be Reported
* * * * *
(a) General Requirements
(i) Report, in accordance with Rule 16a-3(g), all
transactions not exempt from section 16(b) of
the Act and all exercises and conversions of
derivative securities, regardless of whether
exempt from section 16(b) of the Act,
resulting in a change of beneficial ownership
in the issuer's securities. Every
transaction shall be reported even though
acquisitions and dispositions during the
month are equal. Report total beneficial
ownership as of the end of the month for each
class of securities in which a transaction
was reported.
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Note: * * *
(ii) * * *
Note: Transactions reportable on Form 5 may,
at the option of the reporting person,
be reported on a Form 4 filed before the
due date of the Form 5. (See
Instruction 8 for the code for volun-
tarily reported transactions.)
(b) Beneficial Ownership Reported (Pecuniary Interest)
* * * * *
(v) Where more than one beneficial owner of the same
equity securities must report transactions on Form
4, such owners may file Form 4 individually or
jointly. Joint and group filings may be made by
any designated beneficial owner. Transactions
with respect to securities owned separately by any
joint or group filer are permitted to be included
in the joint filing. Indicate only the name and
address of the designated filer in Item 1 of Form
4 and attach a listing of the names and IRS or
social security numbers (or addresses in lieu
thereof) of each other reporting person. Joint
and group filings must include all required
information for each beneficial owner, and such
filings must be signed by each beneficial owner,
or on behalf of such owner by an authorized
==========================================START OF PAGE 27======
person. If the space provided for signatures is
insufficient, attach a signature page. Submit any
attached listing of names or signatures on another
Form 4, copy of Form 4 or separate page of 8 1/2
by 11 inch white paper, indicate the number of
pages comprising the report (Form plus attach-
ments) at the bottom of each report page (e.g., 1
of 3, 2 of 3, 3 of 3), and include the name of the
designated filer and information required by Items
2 and 4 of the Form on the attachment.
* * * * *
6. Additional Information
If the space provided in the line items of this Form or
space provided for additional comments is insufficient,
attach another Form 4, copy of Form 4 or a separate
page of 8 1/2 by 11 inch white paper to Form 4,
completed as appropriate to include the additional
comments. Each attached page must include information
required in Items 1, 2 and 4 of the Form. The number
of pages comprising the report (Form plus attachments)
shall be indicated at the bottom of each report page
(e.g., 1 of 3, 2 of 3, 3 of 3). If additional informa-
tion is not provided in this manner, it will be assumed
that no additional information was provided.
* * * * *
8. Transaction Codes
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* * * If a transaction involves an equity swap or
instrument with similar characteristics, use
transaction Code "K" in addition to the code(s) that
most appropriately describes the transaction, e.g.,
"S/K" or "P/K."
General Transaction Codes
P - Open market or private purchase of non-derivative or
derivative security
S - Open market or private sale of non-derivative or
derivative security
V - Transaction voluntarily reported earlier than required
Rule 16b-3 Transaction Codes
A - Grant, award or other acquisition pursuant to Rule 16b-
3(d)
D - Disposition to the issuer of issuer equity securities
pursuant to Rule 16b-3(e)
F - Payment of exercise price or tax liability by
delivering or withholding securities incident to the
receipt, exercise, or vesting of a security issued in
accordance with Rule 16b-3
I - Discretionary transaction in accordance with Rule 16b-
3(f) resulting in acquisition or disposition of issuer
securities
M - Exercise or conversion of derivative security exempted
pursuant to Rule 16b-3
Derivative Securities Codes (Except for transactions
exempted pursuant to Rule 16b-3)
C - Conversion of derivative security
E - Expiration of short derivative position
H - Expiration (or cancellation) of long derivative
position with value received
O - Exercise of out-of-the-money derivative security
==========================================START OF PAGE 29======
X - Exercise of in-the-money or at-the-money derivative
security
Other Section 16(b) Exempt Transaction and Small Acquisition
Codes (except for Rule 16b-3 codes above)
G - Bona fide gift
L - Small acquisition under Rule 16a-6
W - Acquisition or disposition by will or the laws of
descent and distribution
Z - Deposit into or withdrawal from voting trust
==========================================START OF PAGE 30======
Other Transaction Codes
J - Other acquisition or disposition (describe transaction)
K - Transaction in equity swap or instrument with similar
characteristics
U - Disposition pursuant to a tender of shares in a change
of control transaction
* * * * *
1. Name and Address of Reporting Person*
(Last) (First) (Middle)
(Street)
(City) (State) (Zip)
* If the Form is filed by more than one Reporting
Person, see Instruction 4(b)(v).
* * * * *
7. Individual or Joint/Group Filing
(Check applicable line)
Form filed by One Reporting Person
Form Filed by More than One Reporting Person
* * * * *
22. By amending Form 5 (referenced in 249.105) and the
General Instructions thereto by adding a sentence at the end of
paragraph (a) of General Instruction 2 after the note; by
revising General Instruction 4(a)(i)(A); by removing General
Instruction 4(a)(ii); by redesignating paragraphs (a)(iii) and
(a)(iv) of General Instruction 4 as paragraphs (a)(ii) and
==========================================START OF PAGE 31======
(a)(iii); by revising newly designated paragraph 4(a)(iii) and
adding paragraph (b)(v) to General Instruction 4; by revising
General Instruction 6; in General Instruction 8 by adding a
sentence at the end of the paragraph appearing under the
"Transaction Codes" caption and revising the Transaction Codes;
by revising the last paragraph in the General Instructions,
following the Transaction Codes, and caption thereto; and by
revising Item 1 and adding Item 7 to the information preceding
Table I to read as follows:
Note - The text of Form 5 does not and this amendment will
not appear in the Code of Federal Regulations.
Form 5 Annual Statement of Beneficial Ownership of Securities
* * * * *
General Instructions
* * * * *
2. Where Form Must be Filed
(a) * * * Alternatively, this Form is permitted to be
submitted to the Commission in electronic format
at the option of the reporting person pursuant to
232.101(b)(4) of this chapter.
* * * * *
4. Transactions and Holdings Required to be Reported
(a) General Requirements
* * * * *
(i) * * *
==========================================START OF PAGE 32======
(A) any transaction during the issuer's most
recent fiscal year that was exempt from
section 16(b) of the Act, except: (1)
any exercise or conversion of derivative
securities exempt under either 240.16b-
3 or 240.16b-6(b) (these are required
to be reported on Form 4); (2) any
transaction exempt from section 16(b) of
the Act pursuant to Rule 16b-3(c) of
this section, which is exempt from
section 16(a) of the Act; and (3) any
transaction exempt from section 16 of
the Act pursuant to another section
16(a) rule;
* * * * *
(iii) Every transaction shall be reported even
though acquisitions and dispositions
with respect to a class of securities
are equal. Report total beneficial
ownership as of the end of the issuer's
fiscal year for all classes of
securities in which a transaction was
reported.
(b) Beneficial Ownership Reported (Pecuniary Interest)
* * * * *
==========================================START OF PAGE 33======
(v) Where more than one beneficial owner of the
same equity securities must report on Form 5,
such owners may file Form 5 individually
or jointly. Joint and group filings may
be made by any designated beneficial
owner. Transactions and holdings with
respect to securities owned separately
by any joint or group filer are per-
mitted to be included in the joint
filing. Indicate only the name and
address of the designated filer in Item
1 of Form 5 and attach a listing of the
names and IRS or social security numbers
(or addresses in lieu thereof) of each
other reporting person. Joint and group
filings must include all required
information for each beneficial owner,
and such filings must be signed by each
beneficial owner, or on behalf of such
owner by an authorized person. If the
space provided for signatures is
insufficient, attach a signature page.
Submit any attached listing of names or
signatures on another Form 5, copy of
Form 5 or separate page of 8 1/2 by 11
inch white paper, indicate the number of
==========================================START OF PAGE 34======
pages comprising the report (Form plus
attachments) at the bottom of each
report page (e.g., 1 of 3, 2 of 3, 3 of
3), and include the name of the
designated filer and information
required by Items 2 and 4 of the Form on
the attachment.
* * * * *
6. Additional Information
If the space provided in the line items of this Form or
space provided for additional comments is insufficient,
attach another Form 5, copy of Form 5 or a separate
page of 8 1/2 by 11 inch white paper to Form 5,
completed as appropriate to include the additional
comments. Each attached page must include information
required in Items 1, 2 and 4 of the Form. The number
of pages comprising the report (Form plus attachments)
shall be indicated at the bottom of each report page
(e.g., 1 of 3, 2 of 3, 3 of 3). If additional informa-
tion is not provided in this manner, it will be assumed
that no additional information was provided.
* * * * *
8. Transaction Codes
* * * If a transaction involves an equity swap or
instrument with similar characteristics, use
transaction Code "K" in addition to the code(s) that
==========================================START OF PAGE 35======
most appropriately describes the transaction, e.g.,
"S/K" or "P/K."
General Transaction Codes
P - Open market or private purchase of non-derivative or
derivative security
S - Open market or private sale of non-derivative or
derivative security
Rule 16b-3 Transaction Codes
A - Grant, award or other acquisition pursuant to Rule 16b-
3(d)
D - Disposition to the issuer of issuer equity securities
pursuant to Rule 16b-3(e)
F - Payment of exercise price or tax liability by
delivering or withholding securities incident to the
receipt, exercise or vesting of a security issued in
accordance with Rule 16b-3
I - Discretionary transaction in accordance with Rule 16b-
3(f) resulting in acquisition or disposition of issuer
securities
M - Exercise or conversion of derivative security exempted
pursuant to Rule 16b-3
Derivative Securities Codes (Except for transactions
exempted pursuant to Rule 16b-3)
C - Conversion of derivative security
E - Expiration of short derivative position
H - Expiration (or cancellation) of long derivative
position with value received
O - Exercise of out-of-the-money derivative security
X - Exercise of in-the-money or at-the-money derivative
security
Other Section 16(b) Exempt Transaction and Small Acquisition
Codes (except for Rule 16b-3 codes above)
==========================================START OF PAGE 36======
G - Bona fide gift
L - Small acquisition under Rule 16a-6
W - Acquisition or disposition by will or the laws of
descent and distribution
Z - Deposit into or withdrawal from voting trust
Other Transaction Codes
J - Other acquisition or disposition (describe transaction)
K - Transaction in equity swap or instrument with similar
characteristics
U - Disposition pursuant to a tender of shares in a change
of control transaction
Form 3, 4 or 5 Holdings or Transactions Not Previously Reported
To indicate that a holding should have been reported
previously on Form 3, place a "3" in Table I, column 3 or Table
II, column 4, as appropriate. Indicate in the space provided for
explanation of responses the event triggering the Form 3 filing
obligation. To indicate that a transaction should have been
reported previously on Form 4, place a "4" next to the
transaction code reported in Table I, column 3 or Table II,
column 4 (e.g, an open market purchase of a non-derivative
security that should have been reported previously on Form 4
should be designated as "P4"). To indicate that a transaction
should have been reported on a previous Form 5, place a "5" in
Table I, column 3 or Table II, column 4, as appropriate. In
addition, the appropriate box on the front page of the Form
should be checked.
* * * * *
==========================================START OF PAGE 37======
1. Name and Address of Reporting Person*
(Last) (First) (Middle)
(Street)
(City) (State) (Zip)
* If the Form is filed by more than one Reporting
Person, see Instruction 4(b)(v).
* * * * *
7. Individual or Joint/Group Filing
(Check applicable line)
Form filed by One Reporting Person
Form Filed by More than One Reporting Person
* * * * *
By the Commission.
Jonathan G. Katz
Secretary
May 31, 1996.