into the Regulation S-K framework and importing Regulation S-B
disclosure standards into Regulation S-K would provide regulatory
flexibility and reduce compliance costs for companies. We believe that
these proposals will benefit the capital markets by encouraging private
companies to consider offerings that are registered under the
Securities Act or to enter the Exchange Act reporting system.
    As proposed, an integrated disclosure system for all companies
filing forms using Regulation S-K would promote efficiency because
practitioners and investors would refer to one disclosure framework.
Filers and their practitioners would have one consolidated regulation
to find all relevant disclosure item requirements, which would reduce
complexity and improve regulatory efficiencies.
    The disclosure requirements will not change for current small
business issuers that have filed under Regulation S-B. We nonetheless
believe that the benefits of increased flexibility and efficiency and
mitigating the perceived notion that small business issuers are
reporting under a different framework are important to small business
issuers.
    As discussed earlier in this release, we estimate that
approximately 1,581 companies would have a new opportunity to use the
restructured scaled disclosure requirements for smaller reporting
companies and could experience significant burden and cost savings if
these proposals are adopted.\103\ If all 1,581 smaller reporting
companies provided scaled disclosure, they could save 713,031 burden
hours and costs of $95,018,100, using the assumptions from our
Paperwork Reduction Analysis.\104\ However, we do not expect all of the
1,581 companies to use all of the scaled disclosure available to
smaller reporting companies.
---------------------------------------------------------------------------

    \103\ See footnote 100 above.
    \104\ Id.
---------------------------------------------------------------------------

    For purposes of the Paperwork Reduction Analysis, we assumed that
approximately 50% of the 1,581 companies (or 790 companies) would use
the scaled disclosure requirements. We estimate that these 790 smaller
reporting companies could save 356,390 internal burden hours and costs
in the

amount of $47,479,000 by using the scaled disclosure requirements.\105\
---------------------------------------------------------------------------

    \105\ See footnote 101 above.
---------------------------------------------------------------------------

    We believe investors would benefit from the proposed scaled and
proportional disclosure amendments to Regulation S-K because the
proposals would allow issuers to make disclosure based on the size,
business operations, and financial condition of the smaller reporting
company. Allowing smaller reporting companies to choose scaled
disclosure on an item-by-item basis allows companies to tailor their
disclosure to meet their own needs.
    Finally, another benefit to smaller reporting companies is that by
using Registration Statement Form S-1 a company may be permitted to
incorporate by reference its previously filed periodic reports. We
believe that this would result in some minor cost savings and
efficiencies in preparing registration statements for smaller reporting
companies.

D. Costs

    In our view, the proposed elimination of the ``SB'' forms and the
proposed consolidation of the Regulation S-B disclosure standards into
Regulation S-K would not increase significantly the costs of complying
with the Commission's rules. For current ``SB'' filers, we estimate the
net difference of reporting under Regulation S-K would be an increase
of 2,100 burden hours and a cost of $6,027,000.\106\ The reason for the
net difference is that small real estate companies, which are currently
eligible to use Form SB-2, would be required to use Form S-11 if these
proposals are adopted. Form S-11 is a form tailored to the real estate
industry and requires more internal burden hours and increased
professional costs.
---------------------------------------------------------------------------

    \106\ See Section C. Paperwork Reduction Act Burden Estimates.
---------------------------------------------------------------------------

    As proposed, we are not creating new rules or item requirements
that would increase burdens or impose new requirements other than
requiring foreign private issuers that elect to file reports as smaller
reporting companies to provide financial statements according to U.S.
GAAP. We believe that combining disclosure standards into one
centralized source in amended Regulation S-K would streamline and
simplify the disclosure burdens associated with the registration
process for many filers. Under the proposed amendments, our intention
is to provide regulatory relief to a broader category of filers
consistent with investor protection. We anticipate that companies would
be able to reduce costs associated with the preparation of disclosure.
    We recognize that some of the 1,581 companies may choose to avail
themselves of the scaled disclosure requirements when they have
complied with standard Regulation S-K previously. These companies may
be providing less information to the marketplace. But more information
is not necessarily better if the cost to provide the information is
greater than the benefit. These companies would be providing scaled
disclosure to fit the characteristics of their company while balancing
the burdens of providing information with their benefits.
Request for Comments
    We solicit comments, especially quantitative data, to assist in our
assessment of the benefits and costs of scaled disclosure resulting
from:
     Expanding the category of filers that may be eligible for
``smaller reporting company'' status by increasing the public float
threshold to a level of less than $75 million in public float;
     Eliminating all forms associated with Regulation S-B;
     Allowing smaller reporting companies to provide disclosure
based on the scaled item requirements of amended Regulation S-K, which
would include Items 101, 303, 310, 402, 404, and any others that would
be amended based on the current scaled standards set forth in
Regulation S-B;
     Indexing the public float threshold for ``smaller
reporting company'' eligibility to provide for periodic adjustments
based on inflation; and
     Making the scaled disclosure requirements in current
Regulation S-B Items 101, 303, 310, 402, and 404 available to more
companies eligible for ``smaller reporting company'' status.
    Additionally, we request comments on the following:
     Do members of the public have comments, especially
quantitative data, to assist our assessment of the benefits and costs
of scaled disclosure resulting from our proposed amendments?
     Are there costs or benefits to our proposals that we have
not identified?
     Some companies with a public float between $25 million and
$75 million may choose to use the scaled disclosure to provide less
information to investors than they have in the past. Would this loss of
information have a negative or positive effect on investors? Would it
affect the cost of capital?
     It may be more difficult under the current proposal for a
smaller reporting company that filed as a Regulation S-K filer in the
past to differentiate itself from other smaller companies. Would the
lack of differentiation affect investors and, if so, what impact will
it have? Would it affect the cost of capital?
     Would any reporting companies that would newly qualify for
scaled disclosure requirements incur increased costs as a result of
adoption of our proposed amended and scaled item requirements of
Regulation S-K?

VI. Consideration of Impact on the Economy, Burden on Competition and
Promotion of Efficiency, Competition and Capital Formation

    Section 23(a)(2) of the Exchange Act requires us to consider the
impact that any new rule would have on competition.\107\ Section
23(a)(2) also prohibits us from adopting any rule that would impose a
burden on competition not necessary or appropriate to carry out the
purposes of the Exchange Act.
---------------------------------------------------------------------------

    \107\ 15 U.S.C. 78w(a)(2).
---------------------------------------------------------------------------

    Securities Act Section 2(b) and Exchange Act Section 3(f) require
us to consider or determine, when engaged in rulemaking, whether an
action is necessary or appropriate in the public interest and whether
the action will promote efficiency, competition, and capital formation.
    The proposed amendments to Regulation S-K are intended to result in
regulatory simplification and efficiency by removing the duplicative
sections of Regulation S-B and consolidating the scaled item
requirements of Regulation S-B, such as financial statement information
and executive compensation, into amended Regulation S-K. As proposed,
amended Regulation S-K would consolidate into a single framework the
disclosure requirements applicable to all filers that are subject to
the reporting requirements of Sections 13 and 15 of the Exchange Act
and companies filing registration statements under the Securities Act.
To comply with disclosure item requirements, practitioners and
companies would no longer need to refer to two disclosure frameworks.
Practitioners and companies would benefit from the ease of reference
that a single disclosure framework would provide.
    It is intended that the proposed amendments would promote capital
formation for smaller reporting companies and improve their ability to
compete with larger companies for capital. For example, we believe
capital formation would be improved by providing more flexibility to
smaller reporting companies to tailor their disclosure to their
investors' needs. In addition, the costs to raise capital could be
reduced to the extent compliance costs would be reduced as a result of
the

proposed scaled disclosure requirements. If smaller reporting companies
allocate the capital they raise and save as a result of our proposed
scaled disclosure requirements to business development in an effective
manner, these companies could be more competitive.
    The proposed amendments to Regulation S-K are intended to make the
scaled disclosure requirements of the current Regulation S-B regime
available to a broader category of filers on an optional basis. More
companies would be able to take advantage of more scaled disclosure
item requirements such as those contained currently in Item 310 and
Item 402 of Regulation S-B. Smaller reporting companies that avail
themselves of the scaled disclosure requirements would provide tailored
disclosure that may better meet the needs of their investors. The
proposed amendments to Regulation S-K are intended to provide more
disclosure choice without adding additional requirements.
    We request comment on whether the proposals, if adopted, would
promote efficiency, competition and capital formation or have an impact
or burden on competition. Commenters are requested to provide empirical
data and other factual support for their view, if possible.

VII. Initial Regulatory Flexibility Act Analysis

    This Initial Regulatory Flexibility Analysis has been prepared in
accordance with 5 U.S.C. 603. The following analysis relates to
proposed revisions to the rules and forms under the Securities Act and
Exchange Act, which would include a new definition of smaller reporting
company under Regulation S-K. The new definition would expand the group
of smaller companies that qualify to provide disclosure in accordance
with the scaled requirements of the current Regulation S-B disclosure
framework.
    As proposed, a smaller reporting company would be defined as a
company that meets all of the following criteria: is not an investment
company, an asset-backed issuer, or the majority-owned subsidiary of a
parent that was not a smaller reporting company and that had a public
float of less than $75 million as of the last business day of its most
recently completed second fiscal quarter, and in the case of an issuer
whose public float was zero because the issuer had no significant
equity outstanding or no market price for its equity, had annual
revenues of less than $50 million during its most recently completed
fiscal year for which audited financial statements are available on the
date of the filing that establishes whether or not the issuer is a
smaller reporting company for any fiscal year.
    The proposed revisions also would eliminate the separate disclosure
regime of Regulation S-B by removing all related ``SB'' forms and
merging the Regulation S-B item requirements into Regulation S-K. The
proposed revisions to Regulation S-K include revising item requirements
to offer smaller reporting companies optional disclosure alternatives
that are designed to provide flexibility, cost efficiencies and
regulatory simplification. The revisions would result in greater
uniformity of rules and regulations and compliance simplification for
filers.

A. Reasons for and Objectives of the Proposed Action

1. The Advisory Committee on Smaller Public Companies Recommended
Scaled Federal Securities Regulation for Smaller Companies
    In March 2005, the Commission chartered the Advisory Committee on
Smaller Public Companies to assess the current regulatory system for
smaller companies under the federal securities laws and to make
recommendations for changes to improve regulatory conditions for
smaller companies. The Commission directed the Advisory Committee on
Smaller Public Companies to consider the impact that the Sarbanes-Oxley
Act of 2002 \108\ and several other areas, including the disclosure and
reporting requirements applicable to smaller companies under the
federal securities laws.
---------------------------------------------------------------------------

    \108\ Pub. L. No. 107-204, 116 Stat. 745 (2002).
---------------------------------------------------------------------------

    In 2005, the Advisory Committee received numerous comments stating
that the $25 million eligibility thresholds in the Regulation S-B
definition of small business issuer are too low. The comments also
indicated that the $25 million thresholds for public float and revenue
in the current definition for small business issuer should be increased
to permit a much larger group of smaller public companies to qualify
for the scaled disclosure benefits of Regulation S-B, particularly in
light of the increased costs associated with reporting obligations
under the Exchange Act since passage of the Sarbanes-Oxley Act.
    The Advisory Committee made three recommendations in this area,
which included expanding the definition of smaller public company,
incorporating Regulation S-B into Regulation S-K, and incorporating
Item 310 of Regulation S-B into Regulation S-K to make the scaled
financial statement accommodations available to a much larger group of
smaller companies.
2. Expanding Eligibility for Smaller Company Scaled Regulation Under
Amended Regulation S-K
    To make the scaled requirements of the Regulation S-B disclosure
framework applicable to many more companies, the Advisory Committee
recommended revising the definition of ``small business issuer'' to
include a company with a higher public float threshold than the $25
million ceiling currently required in the small business issuer
definition found in Item 10 of Regulation S-B.
    Although the Advisory Committee did not recommend that we use a
public float threshold, increased to $75 million, as we propose today,
the proposed $75 million public float threshold is based on the
reference to that number in the accelerated filer definition set forth
in Rule 12b-2 of the Exchange Act. To maintain uniformity with current
regulation, we believe setting a public float threshold based on the
current levels established for non-accelerated filers is practical and
avoids regulatory complexity.
3. Integrating Substantive Requirements of Regulation S-B Into
Regulation S-K
    The overall goal of the rule proposals is to integrate the most
substantive provisions of Regulation S-B into Regulation S-K and make
these scaled disclosure requirements available to more companies as
smaller reporting companies. We believe that the proposals would:
     Further the goals of regulatory simplification by
eliminating the current Regulation S-B framework as a separate stand-
alone disclosure standard for the smallest reporting companies;
     Update the public float threshold and eliminate the
revenue threshold restriction in the current ``small business issuer''
definition to accommodate many more companies that are contemplating an
offering registered under the Securities Act or entry into the Exchange
Act reporting system;
     Streamline and modernize forms under the Securities Act
and the Exchange Act by eliminating all of the ``SB'' forms; and
     Provide regulatory flexibility by permitting smaller
reporting companies to provide financial statement information in
accordance with Item 310 of Regulation S-K instead of Regulation S-X.

B. Legal Basis

    We are proposing the amendments pursuant to Sections 6, 7, 10 and
19(a) of the Securities Act, Sections 12, 13, 14(a), 15(d), and 23(a)
of the Exchange Act, and Section 319(a) of the Trust Indenture Act, as
amended.

C. Small Entities Subject to the Rule

    The proposals would affect small entities, the securities of which
are registered under Section 12 of the Exchange Act or that are
required to file reports under Section 15(d) of the Exchange Act. The
proposals also would affect small entities that file, or have filed, a
registration statement that has not yet become effective under the
Securities Act and that has not been withdrawn. Securities Act Rule 157
\109\ and Exchange Act Rule 0-10(a) \110\ define an issuer to be a
``small entity'' for purposes of the Regulatory Flexibility Act if it
had total assets of $5 million or less on the last day of its most
recent fiscal year. We believe the proposals would affect some small
entities. We estimate that there are approximately 1,100 issuers that
may be considered small entities.\111\
---------------------------------------------------------------------------

    \109\ 17 CFR 230.157.
    \110\ 17 CFR 240.0-10(a).
    \111\ The estimated number of reporting small entities is based
on 2007 data including the Commission's internal computerized filing
system and Thomson Financial's Worldscope database. This represents
an update from the number of reporting small entities estimated in
prior rulemakings.
---------------------------------------------------------------------------

D. Reporting, Recordkeeping, and Other Compliance Requirements

    As proposed, integrating Regulation S-B requirements into
Regulation S-K and rescinding all of the ``SB'' forms would shift the
location of disclosure requirements and would require that smaller
reporting companies adapt to new formats in preparing their disclosure
for Form S-1. The proposed amendments to Regulation S-K would include a
new definition for smaller reporting company, which would broaden the
category of filers preparing disclosure to comply with the scaled item
requirements of amended Regulation S-K. Companies with public floats
between $25 and $75 million would be included in the class of filers
that is eligible to provide disclosure based on the scaled requirements
of proposed revisions to amended Regulation S-K. Under the proposals,
the scope and presentation of information disclosed based on the item
requirements of amended Regulation S-K would differ in a number of
significant ways from the current Regulation S-K disclosure framework.
Under amended Regulation S-K, smaller reporting companies would:
     Provide three years rather than five years of business
development activities and not be required to provide segment
disclosure under amended Item 101 of Regulation S-K;
     Not be required to provide disclosure required by Items
301 and 302 relating to selected financial data and supplementary
financial information;
     Provide more streamlined disclosure for management's
discussion and analysis of financial condition and results of operation
found in Item 303 by requiring only two years of analysis if the
company is presenting only two years of financial statements instead of
the three years currently required of larger companies;
     Provide an audited balance sheet as of the end of the last
fiscal year and audited statements of income, cash flows and changes in
stockholders' equity for each of the last two fiscal years in new Item
310 instead of an audited balance sheet as of the end of the last two
fiscal years and audited statement of income, cash flows and changes in
stockholders' equity for each of the last three fiscal years as
required by Regulation S-X;
     Under Item 402, limit the named executive officers for
whom disclosure will be required to a smaller group, consisting of the
principal executive officer and the other two highest paid executive
officers, require that the Summary Compensation Table disclose the two
most recent fiscal years, require an Outstanding Equity Awards at
Fiscal Year-End Table, and require the Director Compensation Table;
     Under Item 402, smaller reporting companies would not be
required to provide a Compensation Discussion and Analysis or a
Compensation Committee Report; information regarding two additional
executive officers; the third fiscal year of Summary Compensation Table
disclosure; or the supplementary Grants of Plan-Based Awards Table, the
Option Exercises and Stock Vested Table, the Pension Benefits Table,
and the Nonqualified Deferred Compensation Table and the separate
Potential Payments Upon Termination or Change-in-Control narrative
section; and
     Under Item 404, a smaller reporting company would be
required to describe any transaction where the amount involved exceeds
the lesser of $120,000 or 1% of the average of the smaller reporting
company's total assets at the year-end for the last two completed
fiscal years, and in which any related person had or will have a direct
or indirect material interest. A smaller reporting company need not
provide disclosure relating to policies and procedures for reviewing
related person transactions.
    The proposed amendments to Regulation S-K would not increase the
disclosure requirements for former small business issuers and could
substantially decrease the disclosure required for issuers with public
float levels between $25 million and $75 million.
    Proposed amended Item 404 of Regulation S-K is the only example
where it is possible that the disclosure required for smaller reporting
companies could be more extensive than for standard Regulation S-K
filers. Item 404 would contain a provision that would require
disclosure of transactions with related persons that exceed the lesser
of $120,000 or 1% of the average of the smaller reporting company's
total assets at the fiscal year end for the last two completed fiscal
years. This requirement may be more burdensome to a smaller reporting
company if 1% of total assets are less than $120,000. We believe
transactions involving related persons are important to disclose,
especially for smaller reporting companies, which may generally have
lower materiality thresholds. While larger companies are bound by the
higher $120,000 threshold, we believe this difference is important for
the protection of investors. This disclosure issue would only affect
smaller reporting companies that have related person transactions.

E. Overlapping or Conflicting Federal Rules

    We do not believe any current federal rules duplicate, overlap or
conflict with the proposed amendments.

F. Significant Alternatives

    The Regulatory Flexibility Act directs us to consider significant
alternatives that would accomplish the stated objectives, while
minimizing any significant adverse impact on small entities. In
connection with the proposals, we considered the following
alternatives:
    (a) Establishing different compliance or reporting requirements
which take into account the resources available to smaller entities;
    (b) The clarification, consolidation or simplification of
disclosure for small entities;
    (c) Use of performance standards rather than design standards; and
    (d) Exempting smaller entities from coverage of the disclosure
requirements or any part thereof.

    As proposed, our amendments are intended to maintain current
disclosure standards for small entities while further expanding the
scope of eligibility for companies that would elect to comply with the
scaled disclosure item requirements currently set forth in Regulation
S-B. Our proposals do not exempt smaller entities from coverage of the
disclosure requirements; but rather, they would provide a greater
number of smaller reporting companies the choice to provide scaled
disclosure as set forth in the proposed smaller reporting company
amendments to Regulation S-K.
    As amended, a new definition for smaller reporting company would
eliminate the current $25 million revenue threshold and increase the
public float threshold requirement up to $75 million from the $25
million level currently set forth in the small business issuer
definition of Regulation S-B.
    We considered alternatives such as including a revenue cap in the
new definition of smaller reporting company but currently believe that
only requiring less than $75 million in public float was preferable,
given its ease of reference and uniformity with current rules under the
Securities Act and the Exchange Act.
    As proposed, we would consolidate, clarify and simplify disclosure
requirement compliance by integrating Regulation S-B into Regulation S-
K. The proposed amendments would include a new definition of smaller
reporting company, which would greatly expand the number of small
entities that would qualify to provide disclosure based on the scaled
disclosure item requirements of the current Regulation S-B framework.
We considered maintaining the Regulation S-B framework and making it
available to many more companies, but believe a single disclosure
framework would be more efficient. The proposed amendments also would
eliminate all ``SB'' forms, which would result in regulatory
simplification for smaller entities by requiring that all registrants
rely on one set of forms, such as Forms S-1, S-3, 10-K and 10-Q, for
example. These forms would include scaled item requirements for smaller
reporting companies under proposed amended Regulation S-K.
    Finally, we considered the use of performance rather than design
standards and concluded that it would be inconsistent with the purposes
of the Securities Act and Exchange Act and investor protection to
specify different requirements other than those set forth in the item
requirements of Regulation S-B and Regulation S-K.
Request for Comments
     Are there any other significant alternatives we should
consider in our final regulatory flexibility analysis?

G. Solicitation of Comments

    We encourage the submission of written comments with respect to any
aspect of this initial regulatory flexibility analysis, especially
empirical data on the impact on small businesses. In particular, we
request comment on: (1) The number of small entities that would be
affected by the proposed amendments of Form 10-K, Form 10-Q, Form 10,
Form S-1, and Form S-11 as well as the elimination of Regulation S-B
and Form 10-KSB, Form 10-QSB, Form 10-SB, Form SB-1, and Form SB-2; and
(2) whether these amendments would increase the reporting,
recordkeeping and other compliance requirements for small businesses.
Such written comments will be considered in the preparation of the
final regulatory flexibility analysis if the proposed amendments are
adopted.

VIII. Small Business Regulatory Enforcement Fairness Act

    For purposes of the Small Business Regulatory Enforcement Fairness
Act of 1996 \112\ a rule is ``major'' if it has resulted, or is likely
to result in:
---------------------------------------------------------------------------

    \112\ Pub. L. No. 104-121, Title II, 110 Stat. 857 (1996).
---------------------------------------------------------------------------

     An annual effect on the economy of $100 million or more;
     A major increase in costs or prices for consumers or
individual industries; or
     Significant adverse effects on competition, investment or
innovation.
    We request comment on whether our proposals would be a ``major
rule'' for purposes of the Small Business Regulatory Enforcement
Fairness Act. We solicit comment and empirical data on (a) the
potential effect on the U.S. economy on an annual basis; (b) any
potential increase in costs or prices for consumers or individual
industries; and (c) any potential effect on competition, investment or
innovation.

IX. Statutory Basis and Text of Proposal

    We are proposing rule amendments pursuant to Sections 6, 7, 10, and
19(a) of the Securities Act, as amended, Sections 12, 13, 14(a), 15(d),
and 23(a) of the Exchange Act, as amended, and Section 319(a) of the
Trust Indenture Act, as amended.

List of Subjects

17 CFR Part 228

    Reporting and recordkeeping requirements, Securities, Small
businesses.

17 CFR Parts 210, 229, 230, 239, 240, 249, 260, and 269

    Reporting and recordkeeping requirements, Securities.

    In accordance with the foregoing, under the authority of 15 U.S.C.
19(a) Title 17, Chapter II of the Code of Federal Regulations is
proposed to be amended as follows:

PART 210--FORM AND CONTENT OF AND REQUIREMENTS FOR FINANCIAL
STATEMENTS, SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF
1934, PUBLIC UTILITY HOLDING COMPANY ACT OF 1935, INVESTMENT
COMPANY ACT OF 1940, INVESTMENT ADVISERS ACT OF 1940, AND ENERGY
POLICY AND CONSERVATION ACT OF 1975

    1. The authority citation for part 210 continues to read as
follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3,
77aa(25), 77aa(26), 78c, 78j-1, 78l, 78m, 78n, 78o(d), 78q, 78u-5,
78w(a), 78ll, 78mm, 80a-8, 80a-20, 80a-29, 80a-30, 80a-31, 80a-
37(a), 80b-3, 80b-11, 7202 and 7262, unless otherwise noted.

    2. Amend Sec.  210.3-01 by revising paragraphs (b), the
introductory text of paragraph (c) and (f) to read as follows:

Sec.  210.3-01  Consolidated balance sheets.

* * * * *
    (b) If the filing, other than a filing on Form 10-K or Form 10, is
made within 45 days after the end of the registrant's fiscal year and
audited financial statements for the most recent fiscal year are not
available, the balance sheets may be as of the end of the two preceding
fiscal years and the filing shall include an additional balance sheet
as of an interim date at least as current as the end of the
registrant's third fiscal quarter of the most recently completed fiscal
year.
    (c) The instruction in paragraph (b) of this section is also
applicable to filings, other than on Form 10-K or Form 10, made after
45 days but within the number of days of the end of the registrant's
fiscal year specified in paragraph (i) of this section: Provided, That
the following conditions are met:
* * * * *
    (f) Any interim balance sheet provided in accordance with the
requirements of this section may be unaudited and need not be presented
in greater detail than is required by

Sec.  210.10-01. Notwithstanding the requirements of this section, the
most recent interim balance sheet included in a filing shall be at
least as current as the most recent balance sheet filed with the
Commission on Form 10-Q.
* * * * *
    3. Amend Sec.  210.3-10 by revising paragraphs (h)(3) and (h)(4) to
read as follows:

Sec.  210.3-10  Financial statements of guarantors and issuers of
guaranteed securities registered or being registered.

* * * * *
    (h) * * *
    (1) * * *
    (3) Annual report refers to an annual report on Form 10-K or Form
20-F (Sec.  249.310 or 249.220f of this chapter).
    (4) Quarterly report refers to a quarterly report on Form 10-Q
(Sec.  249.308a of this chapter).
* * * * *
    4. Amend Sec.  210.3-12 by revising paragraphs (a) and (d) to read
as follows:

Sec.  210.3-12  Age of financial statements at effective date of
registration statement or at mailing date of proxy statement.

    (a) If the financial statements in a filing are as of a date the
number of days specified in paragraph (g) of this section or more prior
to the date the filing is expected to become effective or proposed
mailing date in the case of a proxy statement, the financial statements
shall be updated, except as specified in the following paragraphs, with
a balance sheet as of an interim date within the number of days
specified in paragraph (g) of this section and with statements of
income and cash flows for the interim period between the end of the
most recent fiscal year and the date of the interim balance sheet
provided and for the corresponding period of the preceding fiscal year.
Such interim financial statements may be unaudited and need not be
presented in greater detail than is required by Sec.  210.10-01.
Notwithstanding the above requirements, the most recent interim
financial statements shall be at least as current as the most recent
financial statements filed with the Commission on Form 10-Q.
* * * * *
    (d) The age of the registrant's most recent audited financial
statements included in a registration statement filed under the
Securities Act of 1933 or filed on Form 10 (17 CFR 249.210) under the
Securities Exchange Act of 1934 shall not be more than one year and 45
days old at the date the registration statement becomes effective if
the registration statement relates to the security of an issuer that
was not subject, immediately prior to the time of filing the
registration statement, to the reporting requirements of section 13 or
15(d) of the Securities Exchange Act of 1934.
* * * * *
    5. Amend Sec.  210.3-14 by removing the authority citations
following the section and revising paragraph (b) to read as follows:

Sec.  210.3-14  Special instructions for real estate operations to be
acquired.

* * * * *
    (b) Information required by this section is not required to be
included in a filing on Form 10-K.
    6. Amend Sec.  210.4-01 by revising paragraphs (a)(3)(i)(A) and
(a)(3)(i)(B) to read as follows:

Sec.  210.4-01  Form, order, and terminology.

    (a) * * *
    (3)(i) * * *
    (A) The first interim or annual reporting period of the
registrant's first fiscal year beginning on or after June 15, 2005,
provided the registrant does not file as a smaller reporting company;
and
    (B) The first interim or annual reporting period of the
registrant's first fiscal year beginning on or after December 15, 2005,
provided the registrant files as a smaller reporting company.
* * * * *
    7. Amend Sec.  210.10-01 by revising paragraphs (b)(6) and the
introductory text of paragraph (c) to read as follows:

Sec.  210.10-01  Interim financial statements.

* * * * *
    (b) * * *
    (6) In addition to meeting the reporting requirements specified by
existing standards for accounting changes, the registrant shall state
the date of any material accounting change and the reasons for making
it. In addition, for filings on Form 10-Q, a letter from the
registrant's independent accountant shall be filed as an exhibit (in
accordance with the provisions of Item 601 of Regulation S-K, 17 CFR
229.601) in the first Form 10-Q subsequent to the date of an accounting
change indicating whether or not the change is to an alternative
principle which in the accountant's judgment is preferable under the
circumstances; except that no letter from the accountant need be filed
when the change is made in response to a standard adopted by the
Financial Accounting Standards Board which requires such change.
* * * * *
    (c) Periods to be covered. The periods for which interim financial
statements are to be provided in registration statements are prescribed
elsewhere in this Regulation (see Sec. Sec.  210.3-01 and 3-02). For
filings on Form 10-Q, financial statements shall be provided as set
forth in this paragraph (c):
* * * * *
    8. Part 228 is removed and reserved.

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

    9. 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, 77z-2,
77z-3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj,
77nnn, 77sss, 78c, 78i, 78j, 78l, 78m, 78n, 78o, 78u-5, 78w, 78ll,
78mm, 80a-8, 80a-9, 80a-20, 80a-29, 80a-30, 80a-31(c), 80a-37, 80a-
38(a), 80a-39, 80b-11, and 7201 et seq.; 18 U.S.C. 1350, unless
otherwise noted.
* * * * *
    10. Amend Sec.  229.10 by adding paragraph (f) to read as follows:

Sec.  229.10  (Item 10) General.

* * * * *
    (f) Smaller reporting companies. The requirements of this part
apply to smaller reporting companies. Where an item of this part sets
forth requirements for smaller reporting companies that are different
from the requirements applicable to other companies, a smaller
reporting company may comply with either the requirement applicable to
smaller reporting companies or the requirement applicable to other
companies:
    (1) Definition of smaller reporting company. As used in this part,
the term smaller reporting company means an issuer that is not an
investment company, an asset-backed issuer (as defined in Sec.
229.1101), or a majority-owned subsidiary of a parent that is not a
smaller reporting company and that:
    (i) Had a public float of less than $75 million as of the last
business day of its most recently completed second fiscal quarter,
computed by multiplying the aggregate worldwide number of shares of its
voting and non-voting common equity held by non-affiliates by the price
at which the common equity was last sold, or the average of the bid and
asked prices of common equity, in the principal market for the common
equity; or
    (ii) In the case of an initial registration statement under the
Securities Act for shares of its common equity, had a public float of
less than $75 million as of a date within 30 days of the date of

the filing of the registration statement, computed by multiplying the
aggregate worldwide number of such shares held by non-affiliates before
the registration plus the number of such shares included in the
registration statement by the estimated public offering price of the
shares; or
    (iii) In the case of an issuer whose public float as calculated
under paragraph (i) or (ii) of this definition was zero because the
issuer had no significant public common equity outstanding or no market
price for its common equity existed, had annual revenues of less than
$50 million during the most recently completed fiscal year for which
audited financial statements are available on the date of the filing
that establishes whether or not the issuer is a smaller reporting
company for any fiscal year.
    (2) Determination: Whether or not an issuer is a smaller reporting
company is determined for an entire fiscal year on the basis of the
information in a quarterly report on Form 10-Q or an initial
registration statement under the Securities Act or the Exchange Act,
whichever is the first to be filed that year. Once an issuer fails to
qualify for smaller reporting company status, it will remain
unqualified unless it determines that its public float, as calculated
in accordance with paragraph (f)(1) of this definition was less than
$50 million as of the last business day of its second fiscal quarter
or, if that calculation results in zero because the issuer had no
significant public equity outstanding or no market price for its equity
existed, if the issuer had annual revenues of less than $40 million
during its previous fiscal year. An issuer making this determination
becomes a smaller reporting company for the purpose of filings for the
next fiscal year.
* * * * *
    11. Amend Sec.  229.101 by:
    a. Revising (a)(2) introductory text, (a)(2)(i), (a)(2)(ii), and
(a)(2)(iii) introductory text; and
    b. Adding paragraph (h) before the Instructions to Item 101.
    The revision and addition read as follows:

Sec.  229.101  (Item 101) Description of business.

* * * * *
    (a)(1) * * *
    (2) Registrants:
    (i) Filing a registration statement on Form S-1 (Sec.  239.11 of
this chapter) under the Securities Act or on Form 10 (Sec.  249.210 of
this chapter) under the Exchange Act:
    (ii) Not subject to the reporting requirements of section 13(a) or
15(d) of the Exchange Act immediately prior to the filing of such
registration statement; and
    (iii) That (including predecessors) have not received revenue from
operations during each of the 3 fiscal years immediately prior to the
filing of registration statement, shall provide the following
information:
* * * * *
    (h) Smaller reporting companies. A smaller reporting company, as
defined by Sec.  229.10(f)(1), may satisfy its obligations under this
item by describing the development of its business during the last
three years. If the smaller reporting company has not been in business
for three years, give the same information for predecessor(s) of the
smaller reporting company if there are any. This business development
description should include:
    (1) Form and year of organization;
    (2) Any bankruptcy, receivership or similar proceeding; and
    (3) Any material reclassification, merger, consolidation, or
purchase or sale of a significant amount of assets not in the ordinary
course of business.
    (4) Business of the smaller reporting company. Briefly describe the
business and include, to the extent material to an understanding of the
smaller reporting company:
    (i) Principal products or services and their markets;
    (ii) Distribution methods of the products or services;
    (iii) Status of any publicly announced new product or service;
    (iv) Competitive business conditions and the smaller reporting
company's competitive position in the industry and methods of
competition;
    (v) Sources and availability of raw materials and the names of
principal suppliers;
    (vi) Dependence on one or a few major customers;
    (vii) Patents, trademarks, licenses, franchises, concessions,
royalty agreements or labor contracts, including duration;
    (viii) Need for any government approval of principal products or
services. If government approval is necessary and the small reporting
company has not yet received that approval, discuss the status of the
approval within the government approval process;
    (ix) Effect of existing or probable governmental regulations on the
business;
    (x) Estimate of the amount spent during each of the last two fiscal
years on research and development activities, and if applicable, the
extent to which the cost of such activities are borne directly by
customers;
    (xi) Costs and effects of compliance with environmental laws
(federal, state and local); and
    (xii) Number of total employees and number of full time employees.
    (5) Reports to security holders. Disclose the following in any
registration statement you file under the Securities Act of 1933:
    (i) If you are not required to deliver an annual report to security
holders, whether you will voluntarily send an annual report and whether
the report will include audited financial statements;
    (ii) Whether you file reports with the Securities and Exchange
Commission. If you are a reporting company, identify the reports and
other information you file with the Commission; and
    (iii) That the public may read and copy any materials you file with
the Commission at the SEC's Public Reference Room at 100 F Street, NE.,
Washington, DC 20549. State that the public may obtain information on
the operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. State that the Commission maintains an Internet site
that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the
Commission and state the address of that site (http://www.sec.gov). You

are encouraged to give your Internet address, if available.
    (6) Canadian issuers. Provide the information required by Items
101(f)(2) and 101(g) of Regulation S-K (Sec.  229.101(f)(2) and (g)).
* * * * *
    12. Amend Sec.  229.201 by:
    a. Revising paragraph (a)(2); and
    b. Revising Instruction 6. to Item 201(e).
    The revision and addition read as follows:

Sec.  229.201  (Item 201) Market price of and dividends on the
registrant's common equity and related stockholder matters.

    (a) * * *
    (2) If the information called for by this paragraph (a) is being
presented in a registration statement on Form S-1 (Sec.  239.11 of this
chapter) under the Securities Act or on Form 10 (Sec.  249.210 of this
chapter) under the Exchange Act relating to a class of common equity
for which at the time of filing there is no established United States
public trading market, indicate the amount(s) of common equity:
    (i) That is subject to outstanding options or warrants to purchase,
or securities convertible into, common equity of the registrant;

    (ii) That could be sold pursuant to Sec.  230.144 of this chapter
or that the registrant has agreed to register under the Securities Act
for sale by security holders; or
    (iii) That is being, or has been publicly proposed to be, publicly
offered by the registrant (unless such common equity is being offered
pursuant to an employee benefit plan or dividend reinvestment plan),
the offering of which could have a material effect on the market price
of the registrant's common equity.
* * * * *
    Instructions to Item 201(e):
* * * * *
    (6) Smaller reporting companies. A registrant that qualifies as a
smaller reporting company, as defined by Sec.  229.10(f)(1), is not
required to provide the information required by paragraph (e) of this
Item.
* * * * *
    13. Amend Sec.  229.301 by removing the authority citation
following the section and adding paragraph (c) before the Instruction
to Item 301 to read as follows:

Sec.  229.301  (Item 301) Selected financial data.

* * * * *
    (c) Smaller reporting companies. A registrant that qualifies as a
smaller reporting company, as defined by Sec.  229.10(f)(1), is not
required to provide the information required by this Item.
* * * * *
    14. Amend Sec.  229.302 by adding paragraph (c) to read as follows:

Sec.  229.302  (Item 302) Supplementary financial information.

* * * * *
    (c) Smaller reporting companies. A registrant that qualifies as a
smaller reporting company, as defined by Sec.  229.10(f)(1), is not
required to provide the information required by this Item.
    15. Amend Sec.  229.303 by adding paragraph (d) to read as follows:

Sec.  229.303  (Item 303) Management's discussion and analysis of
financial condition and results of operations.

* * * * *
    (d) Smaller reporting companies. A smaller reporting company, as
defined by Sec.  229.10(f)(1), may provide the information required in
paragraph (a)(3)(iv) for the last two most recent fiscal years of the
registrant if it provides financial information on net sales and
revenues and on income from continuing operations for only two years. A
smaller reporting company is not required to provide the information
required by paragraph (a)(5) of this Item.
    16. Amend Sec.  229.305 by revising paragraph (e) to read as
follows:

Sec.  229.305  (Item 305) Quantitative and qualitative disclosures
about market risk.

* * * * *
    (e) Smaller reporting companies. A smaller reporting company, as
defined by Sec.  229.10(f)(1), is not required to provide the
information required by this Item.
* * * * *
    17. Add Sec.  229.310 to read as follows:

Sec.  229.310  (Item 310) Financial statements for smaller reporting
companies.

    Note 1 to Sec.  229.310: Financial statements of a smaller
reporting company, as defined by Sec.  229.10(f)(1), its
predecessors or any businesses to which the smaller reporting
company is a successor shall be prepared in accordance with
generally accepted accounting principles in the United States.

    Note 2 to Sec.  229.310: Regulation S-X (17 CFR 210.1-01 through
210.12-29) Form and Content of and Requirements for Financial
Statements shall not apply to the preparation of such financial
statements, except that the report and qualifications of the
independent accountant shall comply with the requirements of Article
2 of Regulation S-X (17 CFR 210.2-01), Item 8.A of Form 20-F (17 CFR
249.220f) and Article 210.3-20 of Regulation S-X (17 CFR 210.3-20)
shall apply to financial statements of foreign private issuers, the
description of accounting policies shall comply with Article 4-08(n)
of Regulation S-X (17 CFR 210.4-08(n)), and smaller reporting
companies engaged in oil and gas producing activities shall follow
the financial accounting and reporting standards specified in
Article 4-10 of Regulation S-X (17 CFR 210.4-10) with respect to
such activities. To the extent that Article 11-01 (17 CFR 210.11-01)
(Pro Forma Presentation Requirements) offers enhanced guidelines for
the preparation, presentation and disclosure of pro forma financial
information, smaller reporting companies may wish to consider these
items.

    Note 3 to Sec.  229.310: Financial statements for a subsidiary
of a smaller reporting company that issues securities guaranteed by
the smaller reporting company or guarantees securities issued by the
smaller reporting company must be presented as required by Rule 3-10
of Regulation S-X (17 CFR 210.3-10), except that the periods
presented are those required by paragraph (a) of this Item.

    Note 4 to Sec.  229.310: Financial statements for a smaller
reporting company's affiliates whose securities constitute a
substantial portion of the collateral for any class of securities
registered or being registered must be presented as required by Rule
3-16 of Regulation S-X (17 CFR 210.3-16), except that the periods
presented are those required by paragraph (a) of this Item.

    Note 5 to Sec.  229.310: The Commission, where consistent with
the protection of investors, may permit the omission of one or more
of the financial statements or the substitution of appropriate
statements of comparable character. The Commission by informal
written notice may require the filing of other financial statements
where necessary or appropriate.

    Note 6 to Sec.  229.310: Rule 4-01(a)(3) of Regulation S-X, 17
CFR 210.4-01(a)(3), shall apply to the preparation of financial
statements of smaller reporting companies.

    (a) Annual financial statements. Smaller reporting companies shall
file an audited balance sheet as of the end of the most recent fiscal
year, or as of a date within 135 days if the issuers existed for a
period less than one fiscal year, and audited statements of income,
cash flows and changes in stockholders' equity for each of the two
fiscal years preceding the date of such audited balance sheet (or such
shorter period as the registrant has been in business).
    (b) Interim financial statements. Interim financial statements may
be unaudited; however, prior to filing, interim financial statements
included in quarterly reports on Form 10-Q (17 CFR 229.310) must be
reviewed by an independent public accountant using professional
standards and procedures for conducting such reviews, as established by
generally accepted auditing standards, as may be modified or
supplemented by the Commission. If, in any filing, the issuer states
that interim financial statements have been reviewed by an independent
public accountant, a report of the accountant on the review must be
filed with the interim financial statements. Interim financial
statements shall include a balance sheet as of the end of the issuer's
most recent fiscal quarter and income statements and statements of cash
flows for the interim period up to the date of such balance sheet and
the comparable period of the preceding fiscal year.
    (1) Condensed format. Interim financial statements may be condensed
as follows:
    (i) Balance sheets should include separate captions for each
balance sheet component presented in the annual financial statements
which represents 10% or more of total assets. Cash and retained
earnings should be presented regardless of relative significance to
total assets. Registrants which present a classified balance sheet in
their annual financial statements should present totals for current
assets and current liabilities.
    (ii) Income statements should include net sales or gross revenue,
each cost and expense category presented in the annual financial
statements which exceeds 20% of sales or gross revenues,

provision for income taxes, discontinued operations, extraordinary
items and cumulative effects of changes in accounting principles or
practices. (Financial institutions should substitute net interest
income for sales for purposes of determining items to be disclosed.)
Dividends per share should be presented.
    (iii) Cash flow statements should include cash flows from
operating, investing and financing activities as well as cash at the
beginning and end of each period and the increase or decrease in such
balance.
    (iv) Additional line items may be presented to facilitate the
usefulness of the interim financial statements including their
comparability with annual financial statements.
    (2) Disclosure required and additional instructions as to
content.--
    (i) Footnotes. Footnote and other disclosures should be provided as
needed for fair presentation and to ensure that the financial
statements are not misleading.
    (ii) Material subsequent events and contingencies. Disclosure must
be provided of material subsequent events and material contingencies
notwithstanding disclosure in the annual financial statements.
    (iii) Significant equity investees. Sales, gross profit, net income
(loss) from continuing operations and net income must be disclosed for
equity investees which constitute 20% or more of a registrant's
consolidated assets, equity or income from continuing operations.
    (iv) Significant dispositions and purchase business combinations.
If a significant disposition or purchase business combination has
occurred during the most recent interim period and the transaction
required the filing of a Form 8-K (Sec.  249.308 of this chapter), pro
forma data must be presented which reflects revenue, income from
continuing operations, net income and income per share for the current
interim period and the corresponding interim period of the preceding
fiscal year as though the transaction occurred at the beginning of the
periods.
    (v) Material accounting changes. Disclosure must be provided of the
date and reasons for any material accounting change. The registrant's
independent accountant must provide a letter in the first Form 10-Q
(Sec.  249.308a of this Chapter) filed subsequent to the change
indicating whether or not the change is to a preferable method.
Disclosure must be provided of any retroactive change to prior period
financial statements, including the effect of any such change on income
and income per share.
    (vi) Development stage companies. A registrant in the development
stage must provide cumulative financial information from inception.
    Instruction 1 to Item 310(b): Where Item 310 is applicable to a
Form 10-Q and the interim period is more than one quarter, income
statements must also be provided for the most recent interim quarter
and the comparable quarter of the preceding fiscal year.
    Instruction 2 to Item 310(b): Interim financial statements must
include all adjustments which in the opinion of management are
necessary in order to make the financial statements not misleading. An
affirmative statement that the financial statements have been so
adjusted must be included with the interim financial statements.
    (c) Financial statements of businesses acquired or to be acquired.
(1) If a business combination accounted for as a ``purchase'' has
occurred or is probable, financial statements of the business acquired
or to be acquired shall be furnished for the periods specified in
paragraph (c)(3) of this Item.
    (i) The term ``purchase'' encompasses the purchase of an interest
in a business accounted for by the equity method.
    (ii) Acquisitions of a group of related businesses that are
probable or that have occurred subsequent to the latest fiscal year end
for which audited financial statements of the issuer have been filed
shall be treated as if they are a single business combination for
purposes of this Item. The required financial statements of related
businesses may be presented on a combined basis for any periods they
are under common control or management. A group of businesses are
deemed to be related if:
    (A) They are under common control or management;
    (B) The acquisition of one business is conditional on the
acquisition of each other business; or
    (C) Each acquisition is conditioned on a single common event.
    (iii) Annual financial statements required by this paragraph (c)
shall be audited. The form and content of the financial statements
shall be in accordance with paragraphs (a) and (b) of this Item.
    (2) The periods for which financial statements are to be presented
are determined by comparison of the most recent annual financial
statements of the business acquired or to be acquired and the smaller
reporting company's most recent annual financial statements filed at or
prior to the date of acquisition to evaluate each of the following
conditions:
    (i) Compare the smaller reporting company's investments in and
advances to the acquiree to the total consolidated assets of the
smaller reporting company as of the end of the most recently completed
fiscal year.
    (ii) Compare the smaller reporting company's proportionate share of
the total assets (after intercompany eliminations) of the acquiree to
the total consolidated assets of the smaller reporting company as of
the end of the most recently completed fiscal year.
    (iii) Compare the smaller reporting company's equity in the income
from continuing operations before income taxes, extraordinary items and
cumulative effect of a change in accounting principles of the acquiree
to such consolidated income of the smaller reporting company for the
most recently completed fiscal year.
    Computational note to paragraph (c)(2): For purposes of making the
prescribed income test the following guidance should be applied: If
income of the smaller reporting company and its subsidiaries
consolidated for the most recent fiscal year is at least 10 percent
lower than the average of the income for the last five fiscal years,
such average income should be substituted for purposes of the
computation. Any loss years should be omitted for purposes of computing
average income.
    (3)(i) If none of the conditions specified in paragraph (c)(2) of
this Item exceeds 20%, financial statements are not required. If any of
the conditions exceed 20%, but none exceeds 40%, financial statements
shall be furnished for the most recent fiscal year and any interim
periods specified in paragraph (b) of this Item. If any of the
conditions exceed 40%, financial statements shall be furnished for the
two most recent fiscal years and any interim periods specified in
paragraph (b) of this Item.
    (ii) The separate audited balance sheet of the acquired business is
not required when the smaller reporting company's most recent audited
balance sheet filed is for a date after the acquisition was
consummated.
    (iii) If the aggregate impact of individually insignificant
businesses acquired since the date of the most recent audited balance
sheet filed for the registrant exceeds 50%, financial statements
covering at least the substantial majority of the businesses acquired
shall be furnished. Such financial statements shall be for the most
recent fiscal year and any interim periods specified in paragraph (b)
of this Item.
    (iv) Registration statements not subject to the provisions of Sec.
230.419 of this chapter (Regulation C) and proxy statements need not
include separate financial statements of the acquired or

to be acquired business if it does not meet or exceed any of the
conditions specified in paragraph (c)(2) of this Item at the 50 percent
level, and either:
    (A) The consummation of the acquisition has not yet occurred; or
    (B) The effective date of the registration statement, or mailing
date in the case of a proxy statement, is no more than 74 days after
consummation of the business combination, and the financial statements
have not been filed previously by the registrant.
    (v) An issuer that omits from its initial registration statement
financial statements of a recently consummated business combination
pursuant to paragraph (c)(3)(iv) of this Item shall furnish those
financial statements and any pro forma information specified by
paragraph (d) of this Item under cover of Form 8-K (Sec.  249.308 of
this chapter) no later than 75 days after consummation of the
acquisition.
    (4) If the smaller reporting company made a significant business
acquisition subsequent to the latest fiscal year end and filed a report
on Form 8-K, which included audited financial statements of such
acquired business for the periods required by paragraph (c)(3) of this
Item and the pro forma financial information required by paragraph (d)
of this Item, the determination of significance may be made by using
pro forma amounts for the latest fiscal year in the report on Form 8-K
rather than by using the historical amounts of the registrant. The
tests may not be made by ``annualizing'' data.
    (d) Pro forma financial information. (1) Pro forma information
showing the effects of the acquisition shall be furnished if financial
statements of a business acquired or to be acquired are presented.
    (2) Pro forma statements should be condensed, in columnar form
showing pro forma adjustments and results and should include the
following:
    (i) If the transaction was consummated during the most recent
fiscal year or subsequent interim period, pro forma statements of
income reflecting the combined operations of the entities for the
latest fiscal year and interim period, if any; or
    (ii) If consummation of the transaction has occurred or is probable
after the date of the most recent balance sheet required by paragraph
(a) or (b) of this Item, a pro forma balance sheet giving effect to the
combination as of the date of the most recent balance sheet. For a
purchase, pro forma statements of income reflecting the combined
operations of the entities for the latest fiscal year and interim
period, if any, are required.
    (e) Real estate operations acquired or to be acquired. If, during
the period for which income statements are required, the smaller
reporting company has acquired one or more properties which in the
aggregate are significant, or since the date of the latest balance
sheet required by paragraph (a) or (b) of this Item, has acquired or
proposes to acquire one or more properties which in the aggregate are
significant, the following shall be furnished with respect to such
properties:
    (1) Audited income statements (not including earnings per unit) for
the two most recent years, which shall exclude items not comparable to
the proposed future operations of the property such as mortgage
interest, leasehold rental, depreciation, corporate expenses and
federal and state income taxes; Provided, however, that such audited
statements need be presented for only the most recent fiscal year if:
    (i) The property is not acquired from a related party;
    (ii) Material factors considered by the smaller reporting company
in assessing the property are described with specificity in the
registration statement with regard to the property, including source of
revenue (including, but not limited to, competition in the rental
market, comparative rents, occupancy rates) and expenses (including but
not limited to, utilities, ad valorem tax rates, maintenance expenses,
and capital improvements anticipated); and
    (iii) The smaller reporting company indicates that, after
reasonable inquiry, it is not aware of any material factors relating to
the specific property other than those discussed in response to
paragraph (e)(1)(ii) of this Item that would cause the reported
financial information not to be necessarily indicative of future
operating results.
    (2) If the property will be operated by the smaller reporting
company, a statement shall be furnished showing the estimated taxable
operating results of the smaller reporting company based on the most
recent twelve-month period including such adjustments as can be
factually supported. If the property will be acquired subject to a net
lease, the estimated taxable operating results shall be based on the
rent to be paid for the first year of the lease. In either case, the
estimated amount of cash to be made available by operations shall be
shown. Disclosure must be provided of the principal assumptions which
have been made in preparing the statements of estimated taxable
operating results and cash to be made available by operations.
    (3) If appropriate under the circumstances, a table should be
provided which shows, for a limited number of years, the estimated cash
distribution per unit indicating the portion reportable as taxable
income and the portion representing a return of capital with an
explanation of annual variations, if any. If taxable net income per
unit will be greater than the cash available for distribution per unit,
that fact and approximate year of occurrence shall be stated, if
significant.
    (f) Limited partnerships. (1) Smaller reporting companies which are
limited partnerships must provide the balance sheets of the general
partners as described in paragraphs (f)(2) through (f)(4) of this Item.
    (2) Where a general partner is a corporation, the audited balance
sheet of the corporation as of the end of its most recently completed
fiscal year must be filed. Receivables, other than trade receivables,
from affiliates of the general partner should be deducted from
shareholders' equity of the general partner. Where an affiliate has
committed itself to increase or maintain the general partner's capital,
the audited balance sheet of such affiliate must also be presented.
    (3) Where a general partner is a partnership, there shall be filed
an audited balance sheet of such partnership as of the end of its most
recently completed fiscal year.
    (4) Where the general partner is a natural person, there shall be
filed, as supplemental information, a balance sheet of such natural
person as of a recent date. Such balance sheet need not be audited. The
assets and liabilities should be carried at estimated fair market
value, with provisions for estimated income taxes on unrealized gains.
The net worth of such general partner(s), based on such balance
sheet(s), singly or in the aggregate, shall be disclosed in the
registration statement.
    (g) Age of financial statements. At the date of filing, financial
statements included in filings other than filings on Form 10-K must be
not less current than financial statements, which would be required in
Forms 10-K and 10-Q if such reports were required to be filed. If
required financial statements are as of a date 135 days or more prior
to the date a registration statement becomes effective or proxy
material is expected to be mailed, the financial statements shall be
updated to include financial statements for an interim period ending
within 135 days of the effective or expected mailing date. Interim
financial statements should be prepared and presented in accordance
with paragraph (b) of this Item:
    (1) When the anticipated effective or mailing date falls within 45
days after

the end of the fiscal year, the filing may include financial statements
only as current as the end of the third fiscal quarter; Provided,
however, that if the audited financial statements for the recently
completed fiscal year are available or become available prior to
effectiveness or mailing, they must be included in the filing; and
    (2) If the effective date or anticipated mailing date falls after
45 days but within 90 days of the end of the smaller reporting
company's fiscal year, the smaller reporting company is not required to
provide the audited financial statements for such year end provided
that the following conditions are met:
    (i) If the smaller reporting company is a reporting company, all
reports due must have been filed;
    (ii) For the most recent fiscal year for which audited financial
statements are not yet available, the smaller reporting company
reasonably and in good faith expects to report income from continuing
operations before taxes; and
    (iii) For at least one of the two fiscal years immediately
preceding the most recent fiscal year the smaller reporting company
reported income from continuing operations before taxes.
    18. Amend Sec.  229.401 by revising Instruction 3 to paragraph (b)
to read as follows:

Sec.  229.401  (Item 401) Directors, executive officers, promoters and
control persons.

* * * * *
    (b) * * *

Instructions to Paragraph (b) of Item 401:
* * * * *
    3. The information regarding executive officers called for by this
Item need not be furnished in proxy or information statements prepared
in accordance with Schedule 14A under the Exchange Act (Sec.  240.14a-
101 of this Chapter) by those registrants relying on General
Instruction G of Form 10-K under the Exchange Act (Sec.  249.310 of
this Chapter); Provided, that such information is furnished in a
separate item captioned ``Executive officers of the registrant'' and
included in Part I of the registrant's annual report on Form 10-K.
* * * * *
    19. Amend Sec.  229.402 by adding paragraph (l) before the
Instruction to Item 402 to read as follows:

Sec.  229.402   (Item 402) Executive compensation.

* * * * *
    (l) Smaller reporting companies. A registrant that qualifies as a
``smaller reporting company,'' as defined by Sec.  229.10(f)(1), is
required to:
    (1) Provide information only with respect to the following persons
(the ``named executive officers'') in lieu of the persons determined
under paragraphs (a)(3)(i)-(iii) of this Item substituting the
Instruction to Items 402(l)(1)(i)--(iii) for Instruction 2 to Item
402(a)(3), and substituting paragraph (l)(1)(iv) for paragraph (a)(4):
    (i) All individuals serving as the smaller reporting company's
principal executive officer or acting in a similar capacity during the
last completed fiscal year (``PEO''), regardless of compensation level;
    (ii) The smaller reporting company's two most highly compensated
executive officers other than the PEO who were serving as executive
officers at the end of the last completed fiscal year; and
    (iii) Up to two additional individuals for whom disclosure would
have been provided pursuant to paragraph (l)(1)(ii) of this Item but
for the fact that the individual was not serving as an executive
officer of the smaller reporting company at the end of the last
completed fiscal year.
    Instruction to Items 402(l)(1)(i)-(iii).
    Determination of most highly compensated executive officers. The
determination as to which executive officers are most highly
compensated shall be made by reference to total compensation for the
last completed fiscal year (as required to be disclosed pursuant to
paragraph (c)(2)(x) of this Item) reduced by the amount required to be
disclosed pursuant to paragraph (c)(2)(viii) of this Item, provided,
however, that no disclosure need be provided for any executive officer,
other than the PEO, whose total compensation, as so reduced, does not
exceed $100,000.
    (iv) If the PEO served in that capacity during any part of a fiscal
year with respect to which information is required, information should
be provided as to all of his or her compensation for the full fiscal
year. If a named executive officer (other than the PEO) served as an
executive officer of the smaller reporting company (whether or not in
the same position) during any part of the fiscal year with respect to
which information is required, information shall be provided as to all
compensation of that individual for the full fiscal year.
    (2) Provide the information required by paragraph (c) of this Item
only for each of the registrant's last two completed fiscal years,
without providing the information required by paragraph
(c)(2)(viii)(A), without applying Instructions 1 and 3 to paragraph
(c)(2)(viii), and substituting:
    (i) The following for Instruction 2 to Item 402(c)(2)(iii) and
(iv): Registrants shall include in the salary column (column (c)) or
bonus column (column (d)) any amount of salary or bonus forgone at the
election of a named executive officer under which stock, equity-based
or other forms of non-cash compensation instead have been received by
the named executive officer. However, the receipt of any such form of
non-cash compensation instead of salary or bonus must be disclosed in a
footnote added to the salary or bonus column and, where applicable,
referring to the narrative disclosure to the Summary Compensation Table
(required by paragraph (l)(3) of this Item) where the material terms of
the stock, option or non-equity incentive plan award elected by the
named executive officer are reported.
    (ii) The following for Item 402(c)(2)(ix)(G): The dollar value of
any dividends or other earnings paid on stock or option awards, when
those amounts were not factored into the grant date fair value for the
stock or option award;
    (iii) The following for Instruction 2 to Item 402(c)(2)(ix):
Benefits paid pursuant to defined benefit and actuarial plans are not
reportable as All Other Compensation in column (i) unless accelerated
pursuant to a change in control; information concerning these plans is
reportable pursuant to paragraph (l)(5)(i) of this Item.
    (iv) The following for Instructions 3 and 4 to Item 402(c)(2)(ix):
Reimbursements of taxes owed with respect to perquisites or other
personal benefits must be included in the columns as tax reimbursements
(paragraph (c)(2)(ix)(B) of this Item) even if the associated
perquisites or other personal benefits are not required to be included
because the aggregate amount of such compensation is less than $10,000.
Perquisites and other personal benefits shall be valued on the basis of
the aggregate incremental cost to the registrant.
    (3) Provide a narrative description of any material factors
necessary to an understanding of the information disclosed in the Table
required by paragraph (c) of this Item. Examples of such factors may
include, in given cases, among other things:
    (i) The material terms of each named executive officer's employment
agreement or arrangement, whether written or unwritten;
    (ii) If at any time during the last fiscal year, any outstanding
option or other equity-based award was repriced or

otherwise materially modified (such as by extension of exercise
periods, the change of vesting or forfeiture conditions, the change or
elimination of applicable performance criteria, or the change of the
bases upon which returns are determined), a description of each such
repricing or other material modification;
    (iii) The waiver or modification of any specified performance
target, goal or condition to payout with respect to any amount included
in non-stock incentive plan compensation or payouts reported in column
(g) to the Summary Compensation Table required by paragraph (c) of this
Item, stating whether the waiver or modification applied to one or more
specified named executive officers or to all compensation subject to
the target, goal or condition;
    (iv) The material terms of each grant, including but not limited to
the date of exercisability, any conditions to exercisability, any
tandem feature, any reload feature, any tax-reimbursement feature, and
any provision that could cause the exercise price to be lowered;
    (v) The material terms of any non-equity incentive plan award made
to a named executive officer during the last completed fiscal year,
including a general description of the formula or criteria to be
applied in determining the amounts payable and vesting schedule;
    (vi) The method of calculating earnings on nonqualified deferred
compensation plans including nonqualified defined contribution plans;
and
    (vii) An identification to the extent material of any item included
under All Other Compensation (column (i)) in the Summary Compensation
Table. Identification of an item shall not be considered material if it
does not exceed the greater of $25,000 or 10% of all items included in
the specified category in question set forth in paragraph (c)(2)(ix) of
this Item. All items of compensation are required to be included in the
Summary Compensation Table without regard to whether such items are
required to be identified.
    Instruction to Item 402(l)(3).
    The disclosure required by paragraph (l)(3)(ii) of this Item would
not apply to any repricing that occurs through a pre-existing formula
or mechanism in the plan or award that results in the periodic
adjustment of the option or SAR exercise or base price, an antidilution
provision in a plan or award, or a recapitalization or similar
transaction equally affecting all holders of the class of securities
underlying the options or SARs.
    (4) Provide this information required by paragraph (f) of this
Item;
    (5) Provide a narrative description of the following to the extent
material:
    (i) The material terms of each plan that provides for the payment
of retirement benefits, or benefits that will be paid primarily
following retirement, including but not limited to tax-qualified
defined benefit plans, supplemental executive retirement plans, tax-
qualified defined contribution plans and nonqualified defined
contribution plans.
    (ii) The material terms of each contract, agreement, plan or
arrangement, whether written or unwritten, that provides for payment(s)
to a named executive officer at, following, or in connection with the
resignation, retirement or other termination of a named executive
officer, or a change in control of the registrant or a change in the
named executive officer's responsibilities following a change in
control, with respect to each named executive officer.
    (6) Provide the information required by paragraph (k) of this Item,
without providing the information required by paragraph (k)(2)(vi)(A),
without applying Instructions 2 and 3 to Item 402(k)(2)(vii), and by
substituting:
    (i) The following for Item 402(k)(2)(i): The name of each director
unless such director is also a named executive officer under paragraph
(a) of this Item and his or her compensation for service as a director
is fully reflected in the Summary Compensation Table pursuant to
paragraph (c) of this Item and otherwise as required pursuant to
paragraphs (f), (l)(3) and (l)(5) of this Item (column (a));
    (ii) The following for the Instruction to Item 402(k)(2)(iii) and
(iv): For each director, disclose by footnote to the appropriate
column, the aggregate number of stock awards and the aggregate number
of option awards outstanding at fiscal year end; and
    (iii) The following for the Instruction to Item 402(k): In addition
to Instruction 1 to paragraph (k)(2)(vii) of this Item, the following
apply equally to paragraph (k) of this Item: Instructions 2 and 4 to
paragraph (c) of this Item; the Instructions to paragraphs (c)(2)(iii)
and (iv) of this Item, modifying Instruction 2 to paragraphs
(c)(2)(iii) and (iv) as provided by paragraph (l)(2)(i) of this Item;
the Instruction to paragraphs (c)(2)(v) and (vi) of this Item; the
Instructions to paragraph (c)(2)(vii) of this Item; Instruction 2 to
paragraph (c)(2)(viii) of this Item; the Instructions to paragraph
(c)(2)(ix) of this Item, modifying Instruction 2 to paragraph
(c)(2)(ix) as provided by paragraph (l)(2)(iii) of this Item and
modifying Instructions 3 and 4 to paragraph (c)(2)(ix) as provided by
paragraph (l)(2)(iv) of this Item; and paragraph (l)(3)(vii) of this
Item. These Instructions apply to the columns in the Director
Compensation Table that are analogous to the columns in the Summary
Compensation Table to which they refer and to disclosures under
paragraph (k) of this Item that correspond to analogous disclosures
provided for in paragraph (c) of this Item to which they refer.
Further, each Item reported pursuant to paragraph (k)(2)(vii) of this
Item must be identified and quantified in a footnote if it is deemed
material in accordance with paragraph (l)(3)(vii) of this Item.
* * * * *
    20. Amend Sec.  229.404 by revising the introductory text of
paragraph (c)(1) and adding paragraph (d) before the Instructions to
Item 404 to read as follows:

Sec.  229.404   (Item 404) Transactions with related persons, promoters
and certain control persons.

* * * * *
    (c) Promoters and certain control persons. (1) Registrants that are
filing a registration statement on Form S-1 under the Securities Act
(Sec.  239.11 of this chapter) or on Form 10 under the Exchange Act
(Sec.  249.210 of this chapter) and that had a promoter at any time
during the past five fiscal years shall:
* * * * *
    (d) Smaller reporting companies. A registrant that qualifies as a
``smaller reporting company,'' as defined by Sec.  229.10(f)(1), will
be deemed to comply with this Item if it provides:
    (i) The information required by paragraph (a) of this Item for the
period specified there and, in addition, for the fiscal year preceding
the smaller reporting company's last fiscal year, for a transaction in
which the amount involved exceeds the lesser of $120,000 or one percent
of the average of the smaller reporting company's total assets at year
end for the last two completed fiscal years; and
    (ii) A list of all parents of the smaller reporting company showing
the basis of control and as to each parent, the percentage of voting
securities owned or other basis of control by its immediate parent, if
any.
    Instruction to Item 404(d).
    Include the information for any material underwriting discounts and
commissions upon the sale of securities by the smaller reporting
company where any of the persons specified in paragraph (a) was or is
to be a principal underwriter or is a controlling person or

member of a firm that was or is to be a principal underwriter.
* * * * *
    21. Amend Sec.  229.407 by revising paragraph (d)(4)(i)(B) and
adding paragraph (g) before the Instructions to Item 407 to read as
follows:

Sec.  229.407  (Item 407) Corporate governance.

* * * * *
    (d) * * *
    (4)(i) * * *
    (B) The registrant is filing an annual report on Form 10-K (17 CFR
249.310) or a proxy statement or information statement pursuant to the
Exchange Act (15 U.S.C. 78a et seq.) if action is to be taken with
respect to the election of directors; and
* * * * *
    (g) Smaller reporting companies. A registrant that qualifies as a
``smaller reporting company,'' as defined by Sec.  229.10(f)(1), is not
required to provide:
    (1) The disclosure required in paragraph (d)(5) of this Item in its
first annual report filed pursuant to section 13(a) or 15(d) of the
Exchange Act (15 U.S.C. 78m (a) or 78o(d)) following the effective date
of its first registration statement filed under the Securities Act (15
U.S.C. 77a et seq.) or Exchange Act (15 U.S.C. 78a et seq.); and
    (2) Need not provide the disclosures required by paragraphs (g)(4)
and (g)(5) of this Item.
* * * * *
    22. Amend Sec.  229.503 by adding paragraph (e) before the
Instruction to Item 503 to read as follows:

Sec.  229.503   (Item 503) Prospectus summary, risk factors, and ratio
of earnings to fixed charges.

* * * * *
    (e) Smaller reporting companies. A smaller reporting company need
not comply with paragraph (d) of this Item.
* * * * *
    23. Amend Sec.  229.504 by revising Instruction 6 to read as
follows:

Sec.  229.504   (Item 504) Use of proceeds.

* * * * *
    Instructions to Item 504.
* * * * *
    6. Where the registrant indicates that the proceeds may, or will,
be used to finance acquisitions of other businesses, the identity of
such businesses, if known, or, if not known, the nature of the
businesses to be sought, the status of any negotiations with respect to
the acquisition, and a brief description of such business shall be
included. Where, however, pro forma financial statements reflecting
such acquisition are not required by Regulation S-X (17 CFR 210.01
through 210.12-29) (or by Sec.  229.310 in the case of a smaller
reporting company, as defined in Sec.  229.10(f)(1)), to be included,
in the registration statement, the possible terms of any transaction,
the identification of the parties thereto or the nature of the business
sought need not be disclosed, to the extent that the registrant
reasonably determines that public disclosure of such information would
jeopardize the acquisition. Where Regulation S-X or Sec.  229.310, as
applicable, would require financial statements of the business to be
acquired to be included, the description of the business to be acquired
shall be more detailed.
* * * * *
    24. Amend Sec.  229.512 by adding paragraph (m) to read as follows:

Sec.  229.512   (Item 512) Undertakings.

* * * * *
    (m) Smaller reporting companies. A smaller reporting company is not
required to provide information under paragraphs (a)(1)(iii)(C),
(a)(4), (e), (j), (k), and (l) of this Item.
    25. Amend Sec.  229.601 by:
    a. Revising paragraph (a)(4); the Exhibit Table; and paragraphs
(b)(4)(ii), (b)(4)(v), (b)(7), (b)(10)(iii)(C)(6), (b)(13)(i), (b)(15),
(b)(19), and (b)(22); and
    b. Adding paragraph (c) to read as follows:

Sec.  229.601   (Item 601) Exhibits.

    (a) * * *
    (4) If a material contract or plan of acquisition, reorganization,
arrangement, liquidation or succession is executed or becomes effective
during the reporting period reflected by a Form 10-Q or Form 10-K, it
shall be filed as an exhibit to the Form 10-Q or Form 10-K filed for
the corresponding period. Any amendment or modification to a previously
filed exhibit to a Form 10, 10-K or 10-Q document shall be filed as an
exhibit to a Form 10-Q and Form 10-K. Such amendment or modification
need not be filed where such previously filed exhibit would not be
currently required.
* * * * *
Exhibit Table
* * * * *

                                                                      Exhibit Table
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                       Securities Act forms                                   Exchange Act forms
                                             -----------------------------------------------------------------------------------------------------------
                                                S-1      S-3    S-4 \1\    S-8      S-11     F-1      F-3    F-4 \1\     10    8-K \2\    10-Q     10-K
--------------------------------------------------------------------------------------------------------------------------------------------------------
(1) Underwriting agreement..................       X        X        X   .......       X        X        X        X   .......       X   .......  .......
(2) Plan of acquisition, reorganization,           X        X        X   .......       X        X        X        X        X        X        X        X
 arrangement, liquidation or succession.....
(3) (i) Articles of incorporation...........       X   .......       X   .......       X        X   .......       X        X        X        X        X
(ii) Bylaws.................................       X   .......       X   .......       X        X   .......       X        X        X        X        X
(4) Instruments defining the rights of             X        X        X        X        X        X        X        X        X        X        X        X
 security holders, including indentures.....
(5) Opinion re legality.....................       X        X        X        X        X        X        X        X   .......  .......  .......  .......
(6) [Reserved]..............................     N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A
(7) Correspondence from an independent        .......  .......  .......  .......  .......  .......  .......  .......  .......       X   .......  .......
 accountant regarding non-reliance on a
 previously issued audit report or completed
 interim review.............................
(8) Opinion re tax matters..................       X        X        X   .......       X        X        X        X   .......  .......  .......  .......
(9) Voting trust agreement..................       X   .......       X   .......       X        X   .......       X        X   .......  .......       X
(10) Material contracts.....................       X   .......       X   .......       X        X   .......       X        X   .......       X        X
(11) Statement re computation of per share         X   .......       X   .......       X        X   .......       X        X   .......       X        X
 earnings...................................
(12) Statements re computation of ratios....       X        X        X   .......       X        X   .......       X        X   .......  .......       X

(13) Annual report to security holders, Form  .......  .......       X   .......  .......  .......  .......  .......  .......  .......  .......       X
 10-Q or quarterly report to security
 holders \3\................................
(14) Code of Ethics.........................  .......  .......  .......  .......  .......  .......  .......  .......  .......       X   .......       X
(15) Letter re unaudited interim financial         X        X        X        X        X        X        X        X   .......  .......       X   .......
 information................................
(16) Letter re change in certifying                X   .......       X   .......       X   .......  .......  .......       X        X   .......       X
 accountant \4\.............................
(17) Correspondence on departure of director  .......  .......  .......  .......  .......  .......  .......  .......  .......       X   .......  .......
(18) Letter re change in accounting           .......  .......  .......  .......  .......  .......  .......  .......  .......  .......       X        X
 principles.................................
(19) Report furnished to security holders...  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......       X   .......
(20) Other documents or statements to         .......  .......  .......  .......  .......  .......  .......  .......  .......       X   .......  .......
 security holders...........................
(21) Subsidiaries of the registrant.........       X   .......       X   .......       X        X   .......       X        X   .......  .......       X
(22) Published report regarding matters       .......  .......  .......  .......  .......  .......  .......  .......  .......  .......       X        X
 submitted to vote of security holders......
(23) Consents of experts and counsel........       X        X        X        X        X        X        X        X   .......    X\5\     X\5\     X\5\
(24) Power of attorney......................       X        X        X        X        X        X        X        X        X        X        X        X
(25) Statement of eligibility of trustee....       X        X        X   .......  .......       X        X        X   .......  .......  .......  .......
(27) through (30) [Reserved]................  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......
(31) Rule 13a-14(a)/15d-14(a) Certifications  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......       X        X
(32) Section 1350 Certifications \6\........  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......       X        X
(33) through (98) [Reserved]................     N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A
(99) Additional exhibits....................       X        X        X        X        X        X        X        X        X        X        X        X
--------------------------------------------------------------------------------------------------------------------------------------------------------
\1\ An exhibit need not be provided about a company if: (1) With respect to such company an election has been made under Form S-4 or F-4 to provide
  information about such company at a level prescribed by Forms S-3 or F-3 and (2) the form, the level of which has been elected under Forms S-4 or F-4,
  would not require such company to provide such exhibit if it were registering a primary offering.
\2\ A Form 8-K exhibit is required only if relevant to the subject matter reported on the Form 8-K report. For example, if the Form 8-K pertains to the
  departure of a director, only the exhibit described in paragraph (b)(17) of this section need be filed. A required exhibit may be incorporated by
  reference from a previous filing.
\3\ Where incorporated by reference into the text of the prospectus and delivered to security holders along with the prospectus as permitted by the
  registration statement; or, in the case of the Form 10-K, where the annual report to security holders is incorporated by reference into the text of
  the Form 10-K.
\4\ If required pursuant to Item 304 of Regulation S-K.
\5\ Where the opinion of the expert or counsel has been incorporated by reference into a previously filed Securities Act registration statement.
\6\ Pursuant to Sec.  Sec.   240.13-13(b)(3) and 240.15d-13(b)(3) of this chapter, asset-backed issuers are not required to file reports on Form 10-Q.

* * * * *
    (b) * * *
    (4) * * *
    (ii) Except as set forth in paragraph (b)(4)(iii) of this Item for
filings on Forms S-1, S-4, S-11, N-14, and F-4 under the Securities Act
(Sec.  239.11, 239.25, 239.18, 239.23 and 239.34 of this chapter) and
Forms 10 and 10-K under the Exchange Act (Sec.  249.210 and 249.310 of
this chapter) all instruments defining the rights of holders of long-
term debt of the registrant and its consolidated subsidiaries and for
any of its unconsolidated subsidiaries for which financial statements
are required to be filed.
* * * * *
    (v) With respect to Forms 8-K and 10-Q under the Exchange Act which
are filed and which disclose, in the text of the Form 10-Q, the interim
financial statements, or the footnotes thereto the creation of a new
class of securities or indebtedness or the modification of existing
rights of security holders, file all instruments defining the rights of
holders of these securities or indebtedness. However, there need not be
filed any instrument with respect to long-term debt not being
registered which meets the exclusion set forth in paragraph
(b)(4)(iii)(A) of this Item.
* * * * *
    (7) Correspondence from an independent accountant regarding non-
reliance on a previously issued audit report or completed interim
review. Any written notice from the registrant's current or previously
engaged independent accountant that the independent accountant is
withdrawing a previously issued audit report or that a previously
issued audit report or completed interim review, covering one or more
years or interim periods for which the registrant is required to
provide financial statements under Regulation S-X (part 210 of this
chapter), or Item 310 if the registrant is a smaller reporting company,
should no longer be relied upon. In addition, any letter, pursuant to
Item 4.02(c) of Form 8-K (Sec.  249.308 of this chapter), from the
independent accountant to the Commission stating whether the
independent accountant agrees with the statements made by the
registrant describing the events giving rise to the notice.
* * * * *
    (10) * * *
    (iii) * * *
    (C) * * *
    (6) Any compensatory plan, contract, or arrangement if the
registrant is a wholly owned subsidiary of a company that has a class
of securities registered pursuant to section 12 or files reports
pursuant to section 15(d) of the Exchange Act and is filing a report on
Form 10-K or registering debt instruments or preferred stock which are
not voting securities on Form S-2.
* * * * *
    (13) Annual report to security holders, Form 10-Q or quarterly
report to security holders.

    (i) The registrant's annual report to security holders for its last
fiscal year, its Form 10-Q (if specifically incorporated by reference
in the prospectus) or its quarterly report to security holders, if all
or a portion thereof is incorporated by reference in the filing. Such
report, except for those portions thereof which are expressly
incorporated by reference in the filing, is to be furnished for the
information of the Commission and is not to be deemed ``filed'' as part
of the filing. If the financial statements in the report have been
incorporated by reference in the filing, the accountant's certificate
shall be manually signed in one copy. See Rule 411(b) (Sec.  230.411(b)
of this chapter).
* * * * *
    (15) Letter re unaudited interim financial information. A letter,
where applicable, from the independent accountant which acknowledges
awareness of the use in a registration statement of a report on
unaudited interim financial information which pursuant to Rule 436(c)
under the Securities Act (Sec.  230.436(c) of this chapter) is not
considered a part of a registration statement prepared or certified by
an accountant or a report prepared or certified by an accountant within
the meaning of sections 7 and 11 of that Act. Such letter may be filed
with the registration statement, an amendment thereto, or a report on
Form 10-Q which is incorporated by reference into the registration
statement.
* * * * *
    (19) Report furnished to security holders. If the registrant makes
available to its security holders or otherwise publishes, within the
period prescribed for filing the report, a document or statement
containing information meeting some or all of the requirements of Part
I of Form 10-Q, the information called for may be incorporated by
reference to such published document or statement, provided copies
thereof are included as an exhibit to the registration statement or to
Part I of the Form 10-Q report.
* * * * *
    (22) Published report regarding matters submitted to vote of
security holders. Published reports containing all of the information
called for by Item 4 of Part II of Form 10-Q or Item 4 of Part I of
Form 10-K which is referred to therein in lieu of providing disclosure
in Form 10-Q or 10-K, which are required to be filed as exhibits by
Rule 12b-23(a)(3) under the Exchange Act (Sec.  240.12b-23(a)(3) of
this chapter).
* * * * *
    (c) Smaller reporting companies. A smaller reporting company need
not provide the disclosure required in paragraph (b)(12) of this Item,
Statements re computation of ratios. Correspondence from an independent
accountant under paragraph (b)(7) concerning financial statements of a
smaller reporting company shall be made using the financial disclosure
required in Sec.  229.310.
    26. Amend Sec.  229.701 by revising paragraph (e) to read as
follows:

Sec.  229.701   (Item 701) Recent sales of unregistered securities; use
of proceeds from registered securities.

* * * * *
    (e) Terms of conversion or exercise. If the information called for
by this paragraph (e) is being presented on Form 8-K, Form 10-Q, or
Form 10-K under the Exchange Act (Sec.  249.308, Sec.  249.308(a), and
Sec.  240.310) of this chapter, and where the securities sold by the
registrant are convertible or exchangeable into equity securities, or
are warrants or options representing equity securities, disclose the
terms of conversion or exercise of the securities.
* * * * *
    27. Amend Sec.  229.1118 by revising paragraph (b)(2) to read as
follows:

Sec.  229.1118   (Item 1118) Reports and additional information.

* * * * *
    (b) * * *
    (2) State that the public may read and copy any materials filed
with the Commission at the Commission's Public Reference Room at 100 F
Street, NE., Washington, DC 20549. State that the public may obtain
information on the operation of the Public Reference Room by calling
the Securities and Exchange Commission at 1-800-SEC-0330. State that
the Commission maintains an Internet site that contains reports, proxy
and information statements, and other information regarding issuers
that file electronically with the Commission and state the address of
that site (http://www.sec.gov).

* * * * *

PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

    28. The authority citation for part 230 continues to read in part
as follows:

    Authority: 15 U.S.C. 77b, 77c, 77d, 77f, 77g, 77h, 77j, 77r,
77s, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78t, 78w,
78ll, 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-30, and 80a-37,
unless otherwise noted.
* * * * *
    29. Amend Sec.  230.110 by revising paragraph (a) to read as
follows:

Sec.  230.110  Business hours of the Commission.

    (a) General. The principal office of the Commission, at 100 F
Street, NE., Washington, DC 20549, is open each day, except Saturdays,
Sundays, and Federal holidays, from 9 a.m. to 5:30 p.m., Eastern
Standard Time or Eastern Daylight Saving Time, whichever is currently
in effect, provided that hours for the filing of documents pursuant to
the Act or the rules and regulations thereunder are as set forth in
paragraphs (b), (c) and (d) of this section.
* * * * *
    30. Amend Sec.  230.138 by revising paragraph (a)(2)(i) to read as
follows:

Sec.  230.138  Publications or distributions of research reports by
brokers or dealers about securities other than those they are
distributing.

    (a) * * *
    (2) * * *
    (i) Is required to file reports, and has filed all periodic reports
required during the preceding 12 months (or such shorter time that the
issuer was required to file such reports) on Forms 10-K (Sec.  249.310
of this chapter), 10-Q (Sec.  249.308a of this chapter), and 20-F
(Sec.  249.220f of this chapter) pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d));
or
* * * * *
    31. Amend Sec.  230.139 by revising paragraph (a)(1)(i)(A)(2) to
read as follows:

Sec.  230.139  Publications or distributions of research reports by
brokers or dealers distributing securities.

    (a) * * *
    (1) * * *
    (i) * * *
    (A) * * *
    (2) As of the date of reliance on this section, has filed all
periodic reports required during the preceding 12 months on Forms 10-K
(Sec.  249.310 of this chapter), 10-Q (Sec.  249.308a of this chapter),
and 20-F (Sec.  249.220f of this chapter) pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or
78o(d)); or
* * * * *
    32. Amend Sec.  230.158 by revising paragraphs (a)(1)(i),
(a)(2)(i), and (b)(2) to read as follows.

Sec.  230.158  Definitions of certain terms in the last paragraph of
section 11(a).

    (a) * * *
    (1) * * *
    (i) In Item 8 of Form 10-K (Sec.  239.310 of this chapter), part I,
Item 1 of Form 10-Q (Sec.  240.308a of this chapter), or

Rule 14a-3(b) (Sec.  240.14a-3(b) of this chapter) under the Securities
Exchange Act of 1934;
* * * * *
    (2) * * *
    (i) On Form 10-K, Form 10-Q, Form 8-K (Sec.  249.308 of this
chapter), or in the annual report to security holders pursuant to Rule
14a-3 under the Securities Exchange Act of 1934 (Sec.  240.14a-3 of
this chapter); or
* * * * *
    (b) * * *
    (2) Has filed its report or reports on Form 10-K, Form 10-Q, Form
8-K, Form 20-F, Form 40-F, or Form 6-K, or has supplied to the
Commission copies of the annual report sent to security holders
pursuant to Rule 14a-3(c) under the Securities Exchange Act of 1934
(Sec.  240.14a-3(c) of this chapter), containing such information.
* * * * *
    33. Amend Sec.  230.175 by revising paragraphs (b)(1) introductory
text, (b)(1)(i), and (b)(2) to read as follows:

Sec.  230.175  Liability for certain statements by issuers.

* * * * *
    (b) * * *
    (1) A forward-looking statement (as defined in paragraph (c) of
this section) made in a document filed with the Commission, in Part I
of a quarterly report on Form 10-Q, Sec.  249.308a of this chapter, or
in an annual report to shareholders meeting the requirements of Rule
14a-3(b) and (c) or 14c-3(a) and (b) under the Securities Exchange Act
of 1934 (Sec.  240.14a-3 of this chapter), a statement reaffirming such
forward-looking statement subsequent to the date the document was filed
or the annual report was made publicly available, or a forward-looking
statement made prior to the date the document was filed or the date the
annual report was publicly available if such statement is reaffirmed in
a filed document, in Part I of a quarterly report on Form 10-Q, or in
an annual report made publicly available within a reasonable time after
the making of such forward-looking statement; Provided, that
    (i) At the time such statements are made or reaffirmed, either the
issuer is subject to the reporting requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934 and has complied with the
requirements of Rule 13a-1 or 15d-1 (Sec.  239.13a-1 or 239.15d-1 of
this chapter) thereunder, if applicable, to file its most recent annual
report on Form 10-K, Form 20-F, or Form 40-F; or if the issuer is not
subject to the reporting requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, the statements are made in a
registration statement filed under the Act, offering statement or
solicitation of interest written document or broadcast script under
Regulation A or pursuant to sections 12(b) or (g) of the Securities
Exchange Act of 1934; and
* * * * *
    (2) Information which is disclosed in a document filed with the
Commission, in Part I of a quarterly report on Form 10-Q (Sec.
249.308a of this chapter) or in an annual report to shareholders
meeting the requirements of Rules 14a-3 (b) and (c) or 14c-3 (a) and
(b) under the Securities Exchange Act of 1934 (Sec. Sec.  240.14a-3(b)
and (c) or 240.14a-3(a) and (b) of this chapter) and which relates to:
    (i) The effects of changing prices on the business enterprise,
presented voluntarily or pursuant to Item 303 of Regulation S-K (Sec.
229.303 of this chapter) ``Management's Discussion and Analysis of
Financial Condition and Results of Operations, or Item 5 of Form 20-F,
Operating and Financial Review and Prospects, (Sec.  249.220f of this
chapter)'' or Item 302 of Regulation S-K (Sec.  229.302 of this
chapter), ``Supplementary financial information,'' or Rule 3-20(c) of
Regulation S-X (Sec.  210.3-20(c) of this chapter); or
    (ii) The value of proved oil and gas reserves (such as a
standardized measure of discounted future net cash flows relating to
proved oil and gas reserves as set forth in paragraphs 30-34 of
Statement of Financial Accounting Standards No. 69) presented
voluntarily or pursuant to Item 302 of Regulation S-K (Sec.  229.302 of
this chapter).
* * * * *
    34. Amend Sec.  230.405 by removing the definition of small
business issuer and adding the definition of smaller reporting company
in alphabetical order to read as follows:

Sec.  230.405  Definitions of terms.

* * * * *
    Smaller reporting company: As used in this part, the term smaller
reporting company means an issuer that is not an investment company, an
asset-backed issuer (as defined in Sec.  229.1101 of this chapter), or
a majority-owned subsidiary of a parent that is not a smaller reporting
company and that:
    (1) Had a public float of less than $75 million as of the last
business day of its most recently completed second fiscal quarter,
computed by multiplying the aggregate worldwide number of shares of its
voting and non-voting common equity held by non-affiliates by the price
at which the common equity was last sold, or the average of the bid and
asked prices of common equity, in the principal market for the common
equity; or
    (2) In the case of an initial registration statement under the
Securities Act for shares of its common equity, had a public float of
less than $75 million as of a date within 30 days of the date of the
filing of the registration statement, computed by multiplying the
aggregate worldwide number of such shares held by non-affiliates before
the registration plus the number of such shares included in the
registration statement by the estimated public offering price of the
shares; or
    (3) In the case of an issuer whose public float as calculated under
paragraph (1) or (2) of this definition was zero because the issuer had
no significant public common equity outstanding or no market price for
its common equity existed, had annual revenues of less than $50 million
during the most recently completed fiscal year for which audited
financial statements are available on the date of the filing that
establishes whether or not the issuer is a smaller reporting company
for any fiscal year; or
    (4) Determination: Whether or not an issuer is a smaller reporting
company is determined for an entire fiscal year on the basis of the
information in a quarterly report on Form 10-Q or an initial
registration statement under the Securities Act or Exchange Act,
whichever is the first to be filed during that year. Once an issuer
fails to qualify for smaller reporting company status, it will remain
unqualified unless it determines that its public float, as calculated
in accordance with paragraph (1) of this definition was less than $50
million as of the last business day of its second fiscal quarter or, if
that calculation results in zero because the issuer had no significant
public equity outstanding or no market price for its equity existed, if
the issuer had annual revenues of less than $40 million during its
previous fiscal year. An issuer making this determination becomes a
smaller reporting company for the purpose of filings for the next
fiscal year.
* * * * *
    35. Amend Sec.  230.415 by revising paragraph (a)(3) to read as
follows:

Sec.  230.415  Delayed or continuous offerings and sale of securities.

    (a) * * *
    (3) The registrant furnishes the undertakings required by Item
512(a) of Regulation S-K (Sec.  229.512(a) of this chapter), except
that a registrant that is an investment company filing on Form

N-2 must furnish the undertakings required by Item 34.4 of Form N-2
(Sec.  239.14 and Sec.  274.11a-1 of this chapter).
* * * * *
    36. Amend Sec.  230.428 by revising paragraphs (b)(2)(ii),
(b)(2)(iii), (b)(2)(iv), and (b)(4) to read as follows:

Sec.  230.428  Documents constituting a section 10(a) prospectus for
Form S-8 registration statement; requirements relating to offerings of
securities registered on Form S-8.

* * * * *
    (b) * * *
    (2) * * *
    (ii) The registrant's annual report on Form 10-K (Sec.  249.310 of
this chapter), 20-F (Sec.  249.220f of this chapter) or, in the case of
registrants described in General Instruction A.(2) of Form 40-F (Sec.
249.240f of this chapter), for its latest fiscal year;
    (iii) The latest prospectus filed pursuant to Rule 424(b) (Sec.
230.424(b) of this chapter) under the Act that contains audited
financial statements for the registrant's latest fiscal year, Provided
that the financial statements are not incorporated by reference from
another filing, and Provided further that such prospectus contains
substantially the information required by Rule 14a-3(b) (Sec.  240.14a-
3(b) of this chapter) or the registration statement was on Form S-1
(Sec.  239.11 of this chapter) or F-1 (Sec.  239.31 of this chapter);
or
    (iv) The registrant's effective Exchange Act registration statement
on Form 10 (Sec.  249.210 of this chapter), 20-F or, in the case of
registrants described in General Instruction A.(2) of Form 40-F,
containing audited financial statements for the registrant's latest
fiscal year.
* * * * *
    (4) Where interests in a plan are registered, the registrant shall
deliver or cause to be delivered promptly, without charge, to each
employee to whom information is required to be delivered, upon written
or oral request, a copy of the then latest annual report of the plan
filed pursuant to section 15(d) of the Exchange Act, whether on Form
11-K (Sec.  249.311 of this chapter) or included as part of the
registrant's annual report on Form 10-K.
* * * * *
    37. Amend Sec.  230.430B by revising the introductory text of
paragraphs (f)(4), (f)(4)(ii), and (i) to read as follows:

Sec.  230.430B  Prospectus in a registration statement after effective
date.

* * * * *
    (f) * * *
    (4) Except for an effective date resulting from the filing of a
form of prospectus filed for purposes of including information required
by section 10(a)(3) of the Act or pursuant to Item 512(a)(1)(ii) of
Regulation S-K (Sec.  229.512(a)(1)(ii) of this chapter), the date a
form of prospectus is deemed part of and included in the registration
statement pursuant to this paragraph shall not be an effective date
established pursuant to paragraph (f)(2) of this section as to:
* * * * *
    (ii) Any person signing any report or document incorporated by
reference into the registration statement, except for such a report or
document incorporated by reference for purposes of including
information required by section 10(a)(3) of the Act or pursuant to Item
512(a)(1)(ii) of Regulation S-K (such person except for such reports
being deemed not to be a person who signed the registration statement
within the meaning of section 11(a) of the Act).
* * * * *
    (i) Issuers relying on this section shall furnish the undertakings
required by Item 512(a) of Regulation S-K.
* * * * *
    38. Amend Sec.  230.430C by revising paragraph (d) to read as
follows:

Sec.  230.430C  Prospectus in a registration statement pertaining to an
offering other than pursuant to Rule 430A or Rule 430B after the
effective date.

* * * * *
    (d) Issuers subject to paragraph (a) of this section shall furnish
the undertakings required by Item 512(a) of Regulation S-K (Sec.
229.512(a) of this chapter) or Item 34.4 of Form N-2 (Sec. Sec.  239.14
and 274.11a-1 of this chapter), as applicable.
* * * * *
    39. Revise Sec.  230.455 to read as follows:

Sec.  230.455  Place of filing.

    All registration statements and other papers filed with the
Commission shall be filed at its principal office. Such material may be
filed by delivery to the Commission through the mails or otherwise;
provided, however, that only registration statements and post-effective
amendments thereto filed pursuant to Rule 462(b) (Sec.  230.462(b)) and
Rule 110(d) (Sec.  230.110(d)) may be filed by means of facsimile
transmission.
    40. Amend Sec.  230.502 by revising paragraphs (b)(2)(i)(B)(1),
(b)(2)(i)(B)(2), (b)(2)(ii)(A), (b)(2)(ii)(B), and (b)(2)(iii) to read
as follows:

Sec.  230.502  General conditions to be met.

* * * * *
    (b) * * *
    (2) * * *
    (i) * * *
    (B) Financial statement information--(1) Offerings up to
$2,000,000. The information required in Item 310 of Regulation S-K
(Sec.  229.310 of this chapter), except that only the issuer's balance
sheet, which shall be dated within 120 days of the start of the
offering, must be audited.
    (2) Offerings up to $7,500,000. The financial statement information
required in Form S-1 (Sec.  239.10 of this chapter) for smaller
reporting companies. If an issuer, other than a limited partnership,
cannot obtain audited financial statements without unreasonable effort
or expense, then only the issuer's balance sheet, which shall be dated
within 120 days of the start of the offering, must be audited. If the
issuer is a limited partnership and cannot obtain the required
financial statements without unreasonable effort or expense, it may
furnish financial statements that have been prepared on the basis of
Federal income tax requirements and examined and reported on in
accordance with generally accepted auditing standards by an independent
public or certified accountant.
* * * * *
    (ii) * * *
    (A) The issuer's annual report to shareholders for the most recent
fiscal year, if such annual report meets the requirements of Sec.
240.14a-3 or Sec.  240.14c-3 under the Exchange Act, the definitive
proxy statement filed in connection with that annual report, and if
requested by the purchaser in writing, a copy of the issuer's most
recent Form 10-K (17 CFR 249.310) under the Exchange Act.
    (B) The information contained in an annual report on Form 10-K
(Sec.  249.310 of this chapter) under the Exchange Act or in a
registration statement on Form S-1 (Sec.  239.11 of this chapter) or S-
11 (Sec.  239.18 of this chapter) under the Act or on Form 10 (Sec.
249.210 of this chapter) under the Exchange Act, whichever filing is
the most recent required to be filed.
* * * * *
    (iii) Exhibits required to be filed with the Commission as part of
a registration statement or report, other than an annual report to
shareholders or parts of that report incorporated by reference in a
Form 10-K report, need not be furnished to each purchaser that is not
an accredited investor if the contents of material exhibits are
identified and such exhibits are made available to a

purchaser, upon his written request, a reasonable time prior to his
purchase.
* * * * *

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

    41. The authority citation for part 239 continues to read in part
as follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3,
77sss, 78c, 78l, 78m, 78n, 78o(d), 78u-5, 78w(a), 78ll, 78mm, 80a-
2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-24, 80a-26, 80a-29,
80a-30, and 80a-37, unless otherwise noted.
* * * * *
    42. Amend Sec.  239.0-1 by revising paragraph (b) to read as
follows:

Sec.  239.0-1  Availability of forms.

* * * * *
    (b) Any person may obtain a copy of any form prescribed for use in
this part by written request to the Securities and Exchange Commission,
100 F Street, NE., Washington, DC 20549. Any persons may inspect the
forms at this address and at the Commission's regional offices. (See
Sec.  200.11 of this chapter for the addresses of the SEC regional
offices.)
    43. By removing and reserving Sec. Sec.  239.9 and 239.10 and
removing Forms SB-1 and Form SB-2.

    Note: The text of Forms SB-1 and SB-2 does not appear in the
Code of Federal Regulations.

    44. Amend Form S-1 (referenced in Sec.  239.11) by:
    a. Adding to the cover page, above the calculation of the
registration fee table, check boxes requesting the registrant to
indicate whether it is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company; and
    b. Revising Items 11(e), 11A, and 12(a)(1) in Part I.
    The revisions and addition read as follows:

    Note: The text of Form S-1 does not and this amendment will not
appear in the Code of Federal Regulations.

* * * * *
Form S-1
Registration Statement Under the Securities Act of 1933
* * * * *
    Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of ``large accelerated
filer,'' ``accelerated filer'' and ``smaller reporting company'' in
Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ballot]
Non-accelerated filer [ballot]
Accelerated filer [ballot]
Smaller reporting company [ballot]

(Do not check if a smaller reporting company)
* * * * *
Part I--Information Required in Prospectus
* * * * *
Item 11. Information With Respect to the Registrant
* * * * *
    (e) Financial statements meeting the requirements of Regulation S-X
(17 CFR Part 210) (Schedules required under Regulation S-X shall be
filed as ``Financial Statements Schedules'' pursuant to Item 15,
Exhibits and Financial Statement Schedules, of this form), as well as
any financial information required by Rule 3-05 and Article 11 of
Regulation S-X. A smaller reporting company may provide the information
in Item 310 of Regulation S-K in lieu of the financial information
required by Rule 3-05 and Article 11 of Regulation S-X;
* * * * *
Item 11A. Material Changes
    If the registrant elects to incorporate information by reference
pursuant to General Instruction VII. describe any and all material
changes in the registrant's affairs which have occurred since the end
of the latest fiscal year for which audited financial statements were
included in the latest Form 10-K and which have not been described in a
Form 10-Q, or Form S-8 filed under the Exchange Act.
* * * * *
Item 12. Incorporation of Certain Information by Reference
* * * * *
    (a) * * *
    (1) The registrant's latest annual report on Form 10-K filed
pursuant to Section 13(a) or Section 15(d) of the Exchange Act which
contains financial statements for the registrant's latest fiscal year
for which a Form 10-K was required to have been filed; and
* * * * *
    45. Amend Form S-3 (referenced in Sec.  239.13) by adding to the
cover page, above the calculation of the registration fee table, check
boxes requesting the registrant to indicate whether it is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company and revising General Instruction II C., and
in Part I, Items 11(a) and 12(a)(1) to read as follows.

    Note: The text of Form S-3 does not and this amendment will not
appear in the Code of Federal Regulations.

* * * * *
Form S-3
Registration Statement Under the Securities Act of 1933
* * * * *
    Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of ``large accelerated
filer,'' ``accelerated filer'' and ``smaller reporting company'' in
Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ballot]
Non-accelerated filer [ballot]
Accelerated filer [ballot]
Smaller reporting company [ballot]

Do not check if a smaller reporting company)
* * * * *
General Instructions
* * * * *
II. Application of General Rules and Regulations
* * * * *
    C. A smaller reporting company, defined in Rule 405 (17 CFR
230.405), that is eligible to use Form S-3 shall use the disclosure
items in Regulation S-K (17 CFR 229.10 et seq.) with specific attention
to the subparagraph describing scaled disclosure, if any. Smaller
reporting companies may provide the financial information called for by
Item 310 of Regulation S-K in lieu of the financial information called
for by Item 11 in this form.
* * * * *
Part I
Information Required in Prospectus
* * * * *
Item 11. Material Changes
    (a) Describe any and all material changes in the registrant's
affairs which have occurred since the end of the latest fiscal year for
which certified financial statements were included in the latest annual
report to security holders and which have not been described in a
report on Form 10-Q (Sec.  249.308a of this chapter) or Form 8-K (Sec.
249.308 of this chapter) filed under the Exchange Act.
* * * * *
Item 12. Incorporation of Certain Information by Reference
    a. * * *
    (1) the registrant's latest annual report on Form 10-K (17 CFR
249.310) filed

pursuant to Section 13(a) or 15(d) of the Exchange Act which contains
financial statements for the registrant's latest fiscal year for which
a Form 10-K was required to be filed; and
* * * * *
    46. Amend Form S-8 (referenced in Sec.  239.16b) by adding to the
cover page, above the calculation of registration fee table, check
boxes requesting the registrant to indicate whether a registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company and revising General Instructions
A.1(a)(6) and B.3. to read as follows:

    Note: The text of Form S-8 does not and this amendment will not
appear in the Code of Federal Regulations.

Form S-8
Registration of Securities Under the Securities Act of 1933
* * * * *
    Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of ``large accelerated
filer,'' ``accelerated filer'' and ``smaller reporting company'' in
Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ballot]
Non-accelerated filer [ballot]
Accelerated filer [ballot]
Smaller reporting company [ballot]

(Do not check if a smaller reporting company)
* * * * *
General Instructions
    A. Rule as to Use of Form S-8
    1. * * *
    (a) * * *
    (6) The term ``Form 10 information'' means the information that is
required by Form 10 or Form 20-F (Sec.  249.210 or Sec.  249.220f of
this chapter), as applicable to the registrant, to register under the
Securities Exchange Act of 1934 each class of securities being
registered using this form. A registrant may provide the Form 10
information in another Commission filing with respect to the
registrant.
* * * * *
B. Application of General Rules and Regulations
* * * * *
    3. A ``smaller reporting company,'' defined in Sec.  230.405, shall
refer to the disclosure items in Regulation S-K (17 CFR 229.10 et seq.)
and may use the scaled disclosure provided for smaller reporting
companies.
* * * * *
    47. Amend Form S-11 (referenced in Sec.  229.18) by:
    a. Adding to the cover page, above the calculation of registration