III. Effects of Amendments to Regulation 13D-G
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ISSUE
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OLD SCHEDULE 13D
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NEW SCHEDULE 13D
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OLD SCHEDULE 13G
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NEW SCHEDULE 13G
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Person required to file
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Any person acquiring more than 5% of an equity security. Rule 13d-1(a).
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No change.
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Qualified Institutional Investors: Eligible institutions acquiring more than 5% of an equity security. Rule 13d-1(b).
Exempt Investors: Persons holding more than 5% of an equity security who are not subject to, or whose acquisitions are exempt from Section 13(d). Rule 13d-1(c).
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Qualified Institutional Investors: Expanded to include (i) investment advisers registered under state law;
(ii) control persons of qualified institutions; (iii) federal, state and local employee benefit plans; (iv) savings associations; and (v) church plans. Rule 13d-1(b)(1)(ii)(E)-(I).
Exempt Investors: No change.
Passive Investors: Any person acquiring more than 5% but less than 20% of an equity security and did not acquire such securities with a purpose or effect of changing or influencing control of the issuer or in a transaction having that effect. Rule 13d-1(c).
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Initial Filing
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Within 10 days after the acquisition. Rule 13d-1(a).
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No change.
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Qualified Institutional Investors: Within 45 days after calendar year in which the person holds more than 5% as of the year end, or within 10 days after the end of the first month in which the person's beneficial ownership exceeds 10% of the class of equity securities computed as of the end of the month. Rule 13d-1(b)(2).
Exempt Investors: Within 45 days after calendar year in which the person becomes obligated to file. Rule 13d-1(d).
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Qualified Institutional Investors: No change.
Exempt Investors: No change.
Passive Investors: Within 10 days after the acquisition.
Rule 13d-1(c).
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ISSUE
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OLD SCHEDULE 13D
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NEW SCHEDULE 13D
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OLD SCHEDULE 13G
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NEW SCHEDULE 13G
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Amendment
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File promptly to reflect any material change including a change in investment purpose. An acquisition or disposition of beneficial ownership of securities equal to 1% or more of the class is deemed to be a material change. Rule 13d-2(a).
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No change.
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All Filers: Within 45 days after the end of the calendar year to report any change in the information. Rules 13d-2(b), (c) and (d).
Qualified Institutional Investors: In addition to the requirement stated above, within 10 days after the end of the first month in which the person's beneficial ownership exceeds 10% of the class computed as of the end of the month, and thereafter within 10 days of the end of any month in which the person's beneficial ownership increases or decreases more than 5% computed as of the end of the month. Rule 13d-1(b)(2) and 13d-2(c).
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Qualified Institutional Investors: No change.
Exempt Investors: No change.
Passive Investors: Within 45 days after the end of the calendar year to report any change in the information. In addition, an amendment must be filed promptly upon the person's beneficial ownership exceeding 10% of the class and thereafter promptly upon the person's beneficial ownership increasing or decreasing more than 5%. Rule 13d-2(a).
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Purpose of Acquisition
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Disclose purpose of the transaction. Schedule 13D, Item 4.
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No change.
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Qualified Institutional Investors: Requires certification that the securities were acquired in the ordinary course of business, were not acquired for the purpose of and does not have the effect of changing or influencing control of the issuer, and were not acquired in a transaction having such an effect. Schedule 13G, Item 10 and Rule 13d-1(b).
Exempt Investors: No certification required.
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Qualified Institutional Investors: Requires certification that the securities were acquired in the ordinary course of business, were not acquired for the purpose of and does not have the effect of changing or influencing control of the issuer, and were not acquired in a transaction having such an effect. Schedule 13G, Item 10 and Rule 13d-1(b).
Exempt Investors: No certification required.
Passive Investors: Same certification as for Qualified Institutional Investors except that acquisitions need not occur in the ordinary course of business. Schedule 13G, Item 10(b) and Rule 13d-1(c).
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ISSUE
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OLD SCHEDULE 13D
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NEW SCHEDULE 13D
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OLD SCHEDULE 13G
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NEW SCHEDULE 13G
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Filing an initial Schedule 13D following previous filing on Schedule 13G.
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Qualified Institutional Investors: Promptly, but not more than 10 days after the person determines that it no longer holds the securities (i) in the ordinary course of business or (ii) without the purpose or effect of changing or influencing the control of the issuer, or within 10 days the person ceases to be an eligible institution. Rules 13d-1(b)(3) and (4).
Exempt Investors: Within 10 days upon making an acquisition subject to or not exempt from Section 13(d).
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Qualified Institutional Investors: Within 10 days after the person determines that it no longer holds the securities (i) in the ordinary course of business or (ii) without the purpose or effect of changing or influencing control of the issuer or ceases to be an eligible institution. Rules 13d-1(e) and (g).
Exempt Investors: No change.
Passive Investors: Within 10 days of: (i) acquiring or holding the securities with the purpose or effect of changing or influencing control of the issuer or in a transaction having that effect (Rule 13d-1(e)), or
(ii) the person's beneficial ownership equals or exceeds 20% of the class of equity securities. Rule 13d-1(f).
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Not applicable.
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Note: The filing person may refile on Schedule 13G once the disqualification has ended.
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ISSUE
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OLD SCHEDULE 13D
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NEW SCHEDULE 13D
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OLD SCHEDULE 13G
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NEW SCHEDULE 13G
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Cooling-Off Period upon a change in investment purpose.
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Qualified Institutional Investors: 10 day period after the filing of a Schedule 13D because the person no longer holds the securities in the ordinary course of business or not with the purpose or effect of changing or influencing control of the issuer. Rule 13d-1(e).
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Qualified Institutional Investors: Form the time the person no longer holds the securities without the purpose or effect of changing or influencing control of the issuer until the expiration of the tenth day after the date the Schedule 13D is filed. Rule 13d-1(e).
Passive Investors: Same as Qualified Institutional Investors. Rule 13d-1(e).
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Not applicable.
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Not applicable.
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Cooling-Off Period upon acquiring 20% or more of the class.
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Not applicable.
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Passive Investors: From the time the person's beneficial ownership equals or exceeds 20% of the class until the expiration of the tenth day after the date the Schedule 13D is filed. Rule 13d-1(f).
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Not applicable.
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Not applicable.
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