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 Item 27.
    The revision and addition read as follows:

    Note: The text of Form S-11 does not and this amendment will not
appear in the Code of Federal Regulations.

Form S-11
For Registration Under the Securities Act of 1933 of Securities of
Certain Real Estate Companies
* * * * *
    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)
* * * * *
Item 27. Financial Statements and Information.
    Include in the prospectus the financial statements required by
Regulation S-X, the supplementary financial information required in
Item 302 of Regulation S-K (Sec.  229.302 of this chapter) and the
information concerning changes in and disagreements with accountants on
accounting and financial disclosure required by Item 304 of Regulation
S-K (Sec.  229.304 of this chapter). Although all schedules required by
Regulation S-X are to be included in the registration statement, all
such schedules other than those prepared in accordance with Rules 12-
12, 12-28, and 12-29 of the Regulation may be omitted from the
prospectus. A smaller reporting company may provide the information in
Item 310 of Regulation S-K (Sec.  229.310 of this chapter), in lieu of
the financial information required by Regulation S-X and need not
provide the supplementary financial information required in Item 302 of
Regulation S-K.
* * * * *
    48. Amend Form S-4 (referenced in Sec.  239.25) 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;
    b. Removing paragraph 4 of General Instruction D; and
    c. Revising paragraph 1 of General Instruction I and in Part I Item
5, Item 12(a) before the Instruction, the introductory text of Item
12(b), paragraph 3 of Item 12(c), Item 17(b)(8), Item 18(b), and Item
19(c).
    The addition and revisions read as follows:
* * * * *

    Note: The text of Form S-4 does not and this amendment will not
appear in the Code of Federal Regulations.

* * * * *
Form S-4
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
* * * * *
I. Roll-Up Transactions
    1. If securities to be registered on this Form will be issued in a
roll-up transaction as defined in Item 901(c) of Regulation S-K (17 CFR
229.901(c)), then the disclosure provisions of Subpart 229.900 of
Regulation S-K (17 CFR 229.900) shall apply to the transaction in
addition to the provisions of this Form. A smaller reporting company,
defined in Sec.  230.405, that is engaged in a roll-up transaction
shall refer to the disclosure items in subpart 900 of Regulation S-K.
To the extent that the disclosure requirements of Subpart 229.900 are
inconsistent with the disclosure requirements of any other applicable
forms or schedules, the requirements of Subpart 229.900 are
controlling.
* * * * *

Part I
Information Required in the Prospectus
* * * * *
Item 5. Pro Forma Financial Information
    Furnish financial information required by Article 11 of Regulation
S-X (Sec.  210.11-01 et seq. of this chapter) with respect to this
transaction. A smaller reporting company may provide the information in
Item 310 of Regulation S-K (Sec.  229.310 of this chapter) in lieu of
the financial information required by Article 11 of Regulation S-X.
* * * * *
Item 12. Information With Respect to S-3 Registrants
* * * * *
    (a) If the registrant elects to deliver this prospectus together
with a copy of either its latest Form 10-K filed pursuant to Sections
13(a) or 15(d) of the Exchange Act or its latest annual report to
security holders, which at the time of original preparation met the
requirements of either Rule 14a-3 or Rule 14c-3:
    (1) Indicate that the prospectus is accompanied by either a copy of
the registrant's latest Form 10-K or a copy of its latest annual report
to security holders, whichever the registrant elects to deliver
pursuant to paragraph (a) of this Item.
    (2) Provide financial and other information with respect to the
registrant in the form required by Part I of Form 10-Q as of the end of
the most recent fiscal quarter which ended after the end of the latest
fiscal year for which certified financial statements were included in
the latest Form 10-K or the latest report to security holders
(whichever the registrant elects to deliver pursuant to paragraph (a)
of this Item), and more than forty-five days prior to the effective
date of this registration statement (or as of a more recent date) by
one of the following means:
    (i) Including such information in the prospectus;
    (ii) Providing without charge to each person to whom a prospectus
is delivered a copy of the registrant's latest Form 10-Q; or
    (iii) Providing without charge to each person to whom a prospectus
is delivered a copy of the registrants latest quarterly report that we
delivered to security holders and which included the required financial
information.
    (3) If not reflected in the registrant's latest Form 10-K or its
latest annual report to security holders (whichever the registrant
elects to deliver pursuant to paragraph (a) of this Item) provide
information required by Rule 3-05 (Sec.  210.3-05 of this chapter) and
Article 11 (Sec.  210.11-01 through 210.11.03 of this chapter) of
Regulation S-X.
    (4) 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 or latest annual report to security holders (whichever the registrant
elects to deliver pursuant to paragraph (a) of this Item) and that were
not described in a Form 10-Q or quarterly report delivered with the
prospectus in accordance with paragraphs (a)(2)(ii) or (iii) of this
Item.
* * * * *
    (b) If the registrant does not elect to deliver its latest Form 10-
K or its latest annual report to security holders:
* * * * *
    (c) * * *
    (3) such restatement of financial statements or disposition of
assets was not reflected in the registrant's latest annual report to
security holders and/or in its latest Form 10-K filed pursuant to
Section 13(a) or 15(d) of the Exchange Act.
* * * * *
Item 17. Information With Respect to Companies Other Than S-3 Companies
* * * * *
    (b) * * *
    (8) the quarterly financial and other information as would have
been required had the company being acquired been required to file Part
I of Form 10-Q (Sec.  249.308a of this chapter) for the most recent
quarter for which such a report would have been on file at the time of
the registration statement becomes effective or for a period ending as
of a more recent date.
* * * * *
Item 18. Information If Proxies, Consents or Authorizations Are To Be
Solicited
* * * * *
    (b) If the registrant or the company being acquired meets the
requirements for use of Form S-3, any information required by
paragraphs (a)(5)(ii) and (7) of this Item with respect to such company
may be incorporated by reference from its latest annual report on Form
10-K.
Item 19. Information If Proxies, Consents or Authorizations Are Not To
Be Solicited or in an Exchange Offer
* * * * *
    (c) If the registrant or the company being acquired meets the
requirements for use of Form S-3, any information required by
paragraphs (a)(5) and (7) of this Item with respect to such company may
be incorporated by reference from its latest annual report on Form 10-
K.
* * * * *
    49. Revise Sec.  239.42 to read as follows:

Sec.  239.42  Form F-X, for appointment of agent for service of process
and undertaking for issuers registering securities on Form F-8, F-9, F-
10, or F-80 (Sec. Sec.  239.38, 239.39, 239.40, or 239.41), or
registering securities or filing periodic reports on Form 40-F (Sec.
249.240f), or by any issuer or other non-U.S. person filing tender
offer documents on Schedule 13E-4F, 14D-1F, or 14D-9F (Sec. Sec.
240.13e-102, 240.14d-102, or 240.14d-103 of this chapter), by any non-
U.S. person acting as trustee with respect to securities registered on
Form F-7 (Sec.  239.37), F-8, F-9, F-10, or by a Canadian issuer
qualifying an offering statement pursuant to Regulation A (Sec.
230.251 et seq.) on Form 1-A (Sec.  239.90), or by any non-U.S. issuer
providing Form CB (Sec.  249.480) of this chapter to the Commission in
connection with a tender offer, rights offering or business
combination.

    Form F-X shall be filed with the Commission:
    (a) By any issuer registering securities on Form F-8, F-9, F-10, or
F-80 under the Securities Act of 1933;
    (b) By any issuer registering securities on Form 40-F under the
Securities Exchange Act of 1934;
    (c) By any issuer filing a periodic report on Form 40-F, if it has
not previously filed a Form F-X in connection with the class of
securities in relation to which the obligation to file a report on Form
40-F arises;
    (d) By any issuer or other non-U.S. person filing tender offer
documents on Schedule 13E-4F, 14D-1F, or 14D-9F;
    (e) By any non-U.S. person acting as trustee with respect to
securities registered on Form F-7, F-8, F-9, F-10, or F-80;
    (f) By a Canadian issuer qualifying an offering statement pursuant
to the provisions of Regulation A; and
    (g) By any non-U.S. issuer providing Form CB to the Commission in
connection with a tender offer, rights offering or business
combination.
    50. Amend Form F-X (referenced in Sec.  239.42) by revising General
Instructions I.(e) and II. F. (a) and (c) to read as follows:

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

Form F-X
Appointment of Agent for Service of Process and Undertaking General
Instructions
I. * * *
* * * * *
    (e) by any non-U.S. person acting as trustee with respect to
securities registered on Form F-7, F-8, F-9, F-10, or F-80; and
* * * * *
II. * * *
    F. Each person filing this Form in connection with:
    (a) the use of Form F-9, F-10, or 40-F or Schedule 13E-4F, 14D-1F,
or 14D-9F stipulates and agrees to appoint a successor agent for
service of process and file an amended Form F-X if the Filer discharges
the Agent or the Agent is unwilling or unable to accept service on
behalf of the Filer at any time until six years have elapsed from the
date the issuer of the securities to which such Forms and Schedules
relate has ceased reporting under the Exchange Act;
* * * * *
    (c) its status as trustee with respect to securities registered on
Form F-7, F-8, F-9, F-10, or F-80 stipulates and agrees to appoint a
successor agent for service of process and file an amended Form F-X if
the Filer discharges the Agent or the Agent is unwilling or unable to
accept service on behalf of the Filer at any time during which any of
the securities subject to the indenture remain outstanding; and
* * * * *
    51. Amend Form 1-A (referenced in Sec.  239.90) by revising
paragraph B in Part II to read as follows:

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

Form 1-A
Regulation A Offering Statement Under the Securities Act of 1933
* * * * *
Part II--Offering Circular
* * * * *
    B. For all other issuers and for any issuer that so chooses--the
information required by either Part I of Form S-1, (17 CFR 239.11),
except for the financial statements called for there, or Model B of
this Part II of Form 1-A. Offering circulars prepared pursuant to this
instruction need not follow the order of the items or other
requirements of the disclosure form. Such information shall not,
however, be set forth in such a fashion as to obscure any of the
required information or information necessary to keep the required
information from being incomplete or misleading. Information requested
to be presented in a specified tabular format shall be given in
substantially the tabular form specified in the item.
* * * * *

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF
1934

    52. The authority citations for part 240 continues to read in part
as follows:

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3,
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i,
78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u-5,
78w, 78x, 78ll, 78mm, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4,
80b-11, and 7201 et seq.; and 18 U.S.C. 1350, unless otherwise
noted.
* * * * *
    53. Amend Sec.  240.0-2 by revising paragraph (a) to read as
follows:

Sec.  240.0-2  Business hours of the Commission.

    (a) 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 currently is in effect in
Washington, DC, 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) and (c) of this section.
* * * * *
    54. Amend Sec.  240.0-12 by revising the second sentence of
paragraph (c) to read as follows:

Sec.  240.0-12  Commission procedures for filing applications for
orders for exemptive relief under Section 36 of the Exchange Act.

* * * * *
    (c) * * * Five copies of every paper application and every
amendment to such an application must be submitted to the Office of the
Secretary at 100 F Street, NE, Washington, DC 20549. * * *
* * * * *
    55. Amend Sec.  240.3b-6 by revising the introductory text of
paragraph (b)(1), paragraphs (b)(1)(i) and (b)(2) to read as follows:

Sec.  240.3b-6  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 share holders meeting the requirements of Rules
14a-3(b) and (c) or 14c-3(a) and (b) (Sec. Sec.  240.14a-3(b) and (c)
or 240.14c-3(a) and (b)), 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 made 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 Act and has complied with the requirements of Rule 13a-1
or 15d-1 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 Sections 13(a) or 15(d) of the
Act, the statements are made in a registration statement filed under
the Securities Act of 1933 offering statement or solicitation of
interest written document or broadcast script under Regulation A or
pursuant to Section 12(b) or (g) of the Securities Exchange Act of
1934; and
* * * * *
    (2) Information that 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 security holders meeting the
requirements of Rules 14a-3(b) and (c) or 14c-3(a) and (b) under the
Act (Sec. Sec.  240.14a-3(b) and (c) or 240.14c-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,'' 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).
* * * * *
    56. Amend Sec.  240.10A-1 by revising paragraphs (a)(4)(ii) and
(b)(3) to read as follows:

Sec.  240.10A-1  Notice to the Commission Pursuant to Section 10A of
the Act.

    (a)(1) * * *
    (4) * * *
    (ii) The disclosure requirements of item 304 of Regulation S-K,
Sec.  229.304 of this chapter.
    (b) * * *
    (3) Submission of the report (or documentation) by the independent
accountant as described in paragraphs (b)(1) and (b)(2) of this section
shall not replace, or otherwise satisfy the need for, the newly engaged
and former accountants' letters under items 304(a)(2)(D) and 304(a)(3)
of Regulation S-K, Sec. Sec.  229.304(a)(2)(D) and 229.304(a)(3) of
this chapter, respectively, and shall not limit, reduce, or affect in
any way the independent accountant's obligations to comply fully with
all other legal and professional responsibilities, including, without
limitation, those under generally accepted auditing standards and the
rules or interpretations of the Commission that modify or supplement
those auditing standards.
* * * * *
    57. Amend Sec.  240.10A-3 by revising paragraph (a)(5)(i)(A) to
read as follows:

Sec.  240.10A-3  Listing standards relating to audit committees.

    (a) * * *
    (5) * * *
    (i) * * *
    (A) July 31, 2005 for foreign private issuers and smaller reporting
companies (as defined in Sec.  240.12b-2); and
* * * * *
    58. Amend Sec.  240.12b-2 by: a. Revising paragraphs (1)(iv) and
(2)(iv) in the definition of accelerated filer and large accelerated
filer;
    b. Removing the definition of Small business issuer; and
    c. Adding the definition of Smaller reporting company in
alphabetical order.
    The revisions and addition to read as follows:

Sec.  240.12b-2  Definitions

* * * * *
    Accelerated filer and large accelerated filer
    (1) * * *
    (iv) The issuer is not eligible to use the requirements for smaller
reporting companies in Part 229 of this chapter for its annual and
quarterly reports.
    (2) * * *
    (iv) The issuer is not eligible to use the requirements for smaller
reporting companies in Part 229 of this chapter for its annual and
quarterly reports.
* * * * *
    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 this Act, whichever
is 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.
* * * * *
    59. Amend Sec.  240.12b-23 by revising paragraphs (a)(3)(i) and (b)
to read as follows:

Sec.  240.12b-23  Incorporation by reference.

    (a) * * *
    (3) * * *
    (i) A proxy or information statement incorporated by reference in
response to Part III of Form 10-K (17 CFR 249.310);
* * * * *
    (b) Any incorporation by reference of matter pursuant to this
section shall be subject to the provisions of Sec.  229.10(d) of this
chapter restricting incorporation by reference of documents which
incorporate by reference other information. Material incorporated by
reference shall be clearly identified in the reference by page,
paragraph, and caption or otherwise. Where only certain pages of a
document are incorporated by reference and filed as an exhibit, the
document from which the material is taken shall be clearly identified
in the reference. An express statement that the specified matter is
incorporated by reference shall be made at the particular place in the
statement or report where the information is required. Matter shall not
be incorporated by reference in any case where such incorporation would
render the statement or report incomplete, unclear or confusing.
    60. Amend Sec.  240.12b-25 by revising the section heading and
paragraphs (a) and (b)(2)(ii) to read as follows:

Sec.  240.12b-25  Notification of inability to timely file all or any
required portion of a Form 10-K, 20-F, 11-K, N-SAR, N-CSR, 10-Q, or 10-
D.

    (a) If all or any required portion of an annual or transition
report on Form 10-K, 20-F or 11-K (17 CFR 249.310, 249.220f or
249.311), a quarterly or transition report on Form 10-Q (17 CFR
249.308a ), or a distribution report on Form 10-D (17 CFR 249.312)
required to be filed pursuant to Section 13 or 15(d) of the Act (15
U.S.C. 78m or 78o(d)) and rules thereunder, or if all or any required
portion of a semi-annual, annual or transition report on Form N-CSR (17
CFR 249.331; 17 CFR 274.128)

or Form N-SAR (17 CFR 249.330; 17 CFR 274.101) required to be filed
pursuant to Sections 13 or 15(d) of the Act or section 30 of the
Investment Company Act of 1940 (15 U.S.C. 80a-29) and the rules
thereunder, is not filed within the time period prescribed for such
report, the registrant, no later than one business day after the due
date for such report, shall file a Form 12b-25 (17 CFR 249.322) with
the Commission which shall contain disclosure of its inability to file
the report timely and the reasons therefor in reasonable detail.
    (b) * * *
    (2) * * *
    (ii) The subject annual report, semi-annual report or transition
report on Form 10-K, 20-F, 11-K, N-SAR, or N-CSR, or portion thereof,
will be filed no later than the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q or distribution report on Form 10-D, or portion
thereof, will be filed no later than the fifth calendar day following
the prescribed due date; and
* * * * *
    61. Amend Sec.  240.12h-3 by revising paragraph (e) to read as
follows:

Sec.  240.12h-3  Suspension of duty to file reports under section
15(d).

* * * * *
    (e) If the suspension provided by this section is discontinued
because a class of securities does not meet the eligibility criteria of
paragraph (b) of this section on the first day of an issuer's fiscal
year, then the issuer shall resume periodic reporting pursuant to
section 15(d) of the Act by filing an annual report on Form 10-K for
its preceding fiscal year, not later than 120 days after the end of
such fiscal year.
    62. Amend Sec.  240.13a-10 by revising paragraphs (c), (d)(2)(ii),
(d)(2)(iii), the introductory text of paragraph (e), paragraphs (e)(1),
(e)(2), (e)(4), the Note to paragraphs (c) and (e) and the introductory
text of paragraph (j)(2) to read as follows:

Sec.  240.13a-10  Transition reports.

* * * * *
    (c) If the transition period covers a period of less than six
months, in lieu of the report required by paragraph (b) of this
section, a report may be filed for the transition period on Form 10-Q
(Sec.  249.308a of this chapter) not more than the number of days
specified in paragraph (j) of this section after either the close of
the transition period or the date of the determination to change the
fiscal closing date, whichever is later. The report on Form 10-Q shall
cover the period from the close of the last fiscal year end and shall
indicate clearly the period covered. The financial statements filed
therewith need not be audited but, if they are not audited, the issuer
shall file with the first annual report for the newly adopted fiscal
year separate audited statements of income and cash flows covering the
transition period. The notes to financial statements for the transition
period included in such first annual report may be integrated with the
notes to financial statements for the full fiscal period. A separate
audited balance sheet as of the end of the transition period shall be
filed in the annual report only if the audited balance sheet as of the
end of the fiscal year prior to the transition period is not filed.
Schedules need not be filed in transition reports on Form 10-Q.
    (d) * * *
    (2) * * *
    (ii) The first report required to be filed by the issuer for the
newly adopted fiscal year after the date of the determination to change
the fiscal year end is a quarterly report on Form 10-Q; and
    (iii) Information on the transition period is included in the
issuer's quarterly report on Form 10-Q for the first quarterly period
(except the fourth quarter) of the newly adopted fiscal year that ends
after the date of the determination to change the fiscal year. The
information covering the transition period required by Part II and Item
2 of Part I may be combined with the information regarding the quarter.
However, the financial statements required by Part I, which may be
unaudited, shall be furnished separately for the transition period.
    (e) Every issuer required to file quarterly reports on Form 10-Q
pursuant to Sec.  240.13a-13 of this chapter that changes its fiscal
year end shall:
    (1) File a quarterly report on Form 10-Q within the time period
specified in General Instruction A.1. to that form for any quarterly
period (except the fourth quarter) of the old fiscal year that ends
before the date on which the issuer determined to change its fiscal
year end, except that the issuer need not file such quarterly report if
the date on which the quarterly period ends also is the date on which
the transition period ends;
    (2) File a quarterly report on Form 10-Q within the time specified
in General Instruction A.1. to that form for each quarterly period of
the old fiscal year within the transition period. In lieu of a
quarterly report for any quarter of the old fiscal year within the
transition period, the issuer may file a quarterly report on Form 10-Q
for any period of three months within the transition period that
coincides with a quarter of the newly adopted fiscal year if the
quarterly report is filed within the number of days specified in
paragraph (j) of this section after the end of such three month period,
provided the issuer thereafter continues filing quarterly reports on
the basis of the quarters of the newly adopted fiscal year;
* * * * *
    (4) Unless such information is or will be included in the
transition report, or the first annual report on Form 10-K for the
newly adopted fiscal year, include in the initial quarterly report on
Form 10-Q for the newly adopted fiscal year information on any period
beginning on the first day subsequent to the period covered by the
issuer's final quarterly report on Form 10-Q or annual report on Form
10-K for the old fiscal year. The information covering such period
required by Part II and Item 2 of Part I may be combined with the
information regarding the quarter. However, the financial statements
required by Part I, which may be unaudited, shall be furnished
separately for such period.

    Note to paragraphs (c) and (e): If it is not practicable or
cannot be cost-justified to furnish in a transition report on Form
10-Q or a quarterly report for the newly adopted fiscal year
financial statements for corresponding periods of the prior year
where required, financial statements may be furnished for the
quarters of the preceding fiscal year that most nearly are
comparable if the issuer furnishes an adequate discussion of
seasonal and other factors that could affect the comparability of
information or trends reflected, an assessment of the comparability
of the data, and a representation as to the reason recasting has not
been undertaken.

* * * * *
    (j) * * *
    (2) For transition reports to be filed on Form 10-Q (Sec.  249.308a
of this chapter) the number of days shall be:
* * * * *
    63. Amend Sec.  240.13a-13 by revising the section heading,
paragraph (a), the introductory text of paragraph (c), and paragraph
(d) to read as follows:

Sec.  240.13a-13  Quarterly reports on Form 10-Q (Sec.  249.308a of
this chapter).

    (a) Except as provided in paragraphs (b) and (c) of this section,
every issuer that has securities registered pursuant to section 12 of
the Act and is required to file annual reports pursuant to section 13
of the Act, and has filed or intends to file such reports on Form 10-K
(Sec.  249.310 of this chapter), shall file a quarterly report on Form
10-Q (Sec.  249.308a of this chapter) within the period specified in
General Instruction A.1. to that form for each of the first three
quarters of each fiscal year of the

issuer, commencing with the first fiscal quarter following the most
recent fiscal year for which full financial statements were included in
the registration statement, or, if the registration statement included
financial statements for an interim period subsequent to the most
recent fiscal year end meeting the requirements of Article 10 of
Regulation S-X, for the first fiscal quarter subsequent to the quarter
reported upon in the registration statement. The first quarterly report
of the issuer shall be filed either within 45 days after the effective
date of the registration statement or on or before the date on which
such report would have been required to be filed if the issuer has been
required to file reports on Form 10-Q as of its last fiscal quarter,
whichever is later.
* * * * *
    (c) Part I of the quarterly reports on Form 10-Q need not be filed
by:
* * * * *
    (d) Notwithstanding the foregoing provisions of this section, the
financial information required by Part I of Form 10-Q, shall not be
deemed to be ``filed'' for the purpose of Section 18 of the Act or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
    64. Amend Sec.  240.13a-14 by revising paragraph (a) to read as
follows:

Sec.  240.13a-14  Certification of disclosure in annual and quarterly
reports.

    (a) Each report, including transition reports, filed on Form 10-Q,
Form 10-K, Form 20-F or Form 40-F (Sec. Sec.  249.308a, 249.310,
249.220f or 249.240f of this chapter) under Section 13(a) of the Act
(15 U.S.C. 78m(a)), other than a report filed by an Asset-Backed Issuer
(as defined in Sec.  229.1101 of this chapter) or a report on Form 20-F
filed under Sec.  240.13a-19, must include certifications in the form
specified in the applicable exhibit filing requirements of such report
and such certifications must be filed as an exhibit to such report.
Each principal executive and principal financial officer of the issuer,
or persons performing similar functions, at the time of filing of the
report must sign a certification. The principal executive and principal
financial officers of an issuer may omit the portion of the
introductory language in paragraph 4 as well as language in paragraph
4(b) of the certification that refers to the certifying officers'
responsibility for designing, establishing and maintaining internal
control over financial reporting for the issuer until the issuer
becomes subject to the internal control over financial reporting
requirements in Sec.  240.13a-15 or 240.15d-15.
* * * * *
    65. Amend Sec.  240.13a-16 by revising paragraph (a)(3) to read as
follows:

Sec.  240.13a-16  Reports of foreign private issuers on Form 6-K (17
CFR 249.306).

    (a) * * *
    (3) Issuers filing periodic reports on Form 10-K, Form 10-Q, and
Form 8-K; or
* * * * *
    66. Amend Sec.  240.13a-20 by revising the introductory text of
paragraph (a) to read as follows:

Sec.  240.13a-20  Plain English presentation of specified information.

    (a) Any information included or incorporated by reference in a
report filed under section 13(a) of the Act (15 U.S.C. 78m(a)) that is
required to be disclosed pursuant to Item 402, 403, 404 or 407 of
Regulation S-K (Sec.  229.402, 229.403, 229.404 or 229.407 of this
chapter) must be presented in a clear, concise and understandable
manner. You must prepare the disclosure using the following standards:
* * * * *
    67. Amend Sec.  240.14a-3 by:
    a. Removing the Note to Small Business Issuers following the
introductory text of paragraph (b);
    b. Revising paragraph (b)(1) and Note 1;
    c. Revising the heading ``Note 2'' to read ``Note 2 to Paragraph
(b)(i)''; and
    d. Revising paragraphs (b)(5)(ii), (b)(10) and its Note, and (d) to
read as follows:

Sec.  240.14a-3  Information to be furnished to security holders.

* * * * *
    (b) * * *
    (1) The report shall include, for the registrant and its
subsidiaries, consolidated and audited balance sheets as of the end of
the two most recent fiscal years and audited statements of income and
cash flows for each of the three most recent fiscal years prepared in
accordance with Regulation S-X (part 210 of this chapter), except that
the provisions of Article 3 (other than Sec. Sec.  210.3-03(e), 2103-04
and 210.3-20) and Article 11 shall not apply. Any financial statement
schedules or exhibits or separate financial statements which may
otherwise be required in filings with the Commission may be omitted. If
the financial statements of the registrant and its subsidiaries
consolidated in the annual report filed or to be filed with the
Commission are not required to be audited, the financial statements
required by this paragraph may be unaudited. A smaller reporting
company may provide the information in Item 310 of Regulation S-K
(Sec.  229.310 of this chapter) in lieu of the financial information
required by Rule 14a-3(b)(1) (Sec.  240.14a-3(b)(1).

    Note 1 to Paragraph (b)(1): If the financial statements for a
period prior to the most recently completed fiscal year have been
examined by a predecessor accountant, the separate report of the
predecessor accountant may be omitted in the report to security
holders provided the registrant has obtained from the predecessor
accountant a reissued report covering the prior period presented and
the successor accountant clearly indicates in the scope paragraph of
his report (a) that the financial statements of the prior period
were examined by other accountants, (b) the date of their report,
(c) the type of opinion expressed by the predecessor accountant and
(d) the substantive reasons therefor, if it was other than
unqualified. It should be noted, however, that the separate report
of any predecessor accountant is required in filings with the
Commission. If, for instance, the financial statements in the annual
report to security holders are incorporated by reference in a Form
10-K, the separate report of a predecessor accountant shall be filed
in Part II or in Part IV as a financial statement schedule.

* * * * *
    (5) * * *
    (ii) The report shall contain management's discussion and analysis
of financial condition and results of operations required by Item 303
of Regulation S-K (Sec.  229.303 of this chapter).
* * * * *
    (10) The registrant's proxy statement, or the report, shall contain
an undertaking in bold-face or otherwise reasonably prominent type to
provide without charge to each person solicited upon the written
request of any such person, a copy of the registrant's annual report on
Form 10-K, including the financial statements and the financial
statement schedules, required to be filed with the Commission pursuant
to Rule 13a-1 under the Act for the registrant's most recent fiscal
year, and shall indicate the name and address (including title or
department) of the person to whom such a written request is to be
directed. In the discretion of management, a registrant need not
undertake to furnish without charge copies of all exhibits to its Form
10-K provided that the copy of the annual report on Form 10-K furnished
without charge to requesting security holders is accompanied by a list
briefly describing all the exhibits not contained therein and
indicating that the registrant will furnish any exhibit upon the
payment of a specified reasonable fee which fee shall be limited to the
registrant's

reasonable expenses in furnishing such exhibit. If the registrant's
annual report to security holders complies with all of the disclosure
requirements of Form 10-K and is filed with the Commission in
satisfaction of its Form 10-K filing requirements, such registrant need
not furnish a separate Form 10-K to security holders who receive a copy
of such annual report.

    Note to Paragraph (b)(10): Pursuant to the undertaking required
by paragraph (b)(10) of this section, a registrant shall furnish a
copy of its annual report on Form 10-K (Sec.  249.310 of this
chapter) to a beneficial owner of its securities upon receipt of a
written request from such person. Each request must set forth a good
faith representation that, as of the record date for the
solicitation requiring the furnishing of the annual report to
security holders pursuant to paragraph (b) of this section, the
person making the request was a beneficial owner of securities
entitled to vote.

* * * * *
    (d) An annual report to security holders prepared on an integrated
basis pursuant to General Instruction H to Form 10-K (Sec.  249.310)
may also be submitted in satisfaction of this section. When filed as
the annual report on Form 10-K, responses to the Items of that form are
subject to section 18 of the Act notwithstanding paragraph (c) of this
section.
* * * * *
    68. Amend Sec.  240.14a-5 by removing the authority citation
following the section and revising paragraph (f) to read as follows:

Sec.  240.14a-5  Presentation of information in proxy statement.

* * * * *
    (f) If the date of the next annual meeting is subsequently advanced
or delayed by more than 30 calendar days from the date of the annual
meeting to which the proxy statement relates, the registrant shall, in
a timely manner, inform shareholders of such change, and the new dates
referred to in paragraphs (e)(1) and (e)(2) of this section, by
including a notice, under Item 5, in its earliest possible quarterly
report on Form 10-Q (Sec.  249.308a of this chapter), or, in the case
of investment companies, in a shareholder report under Sec.  270.30d-1
of this chapter under the Investment Company Act of 1940, or, if
impracticable, any means reasonably calculated to inform shareholders.
    69. Amend Sec.  240.14a-8, by revising paragraph (e)(1) to read as
follows:

Sec.  240.14a-8  Shareholder proposals.

* * * * *
    (e) * * *
    (1) If you are submitting your proposal for the company's annual
meeting, you can in most cases find the deadline in last year's proxy
statement. However, if the company did not hold an annual meeting last
year, or has changed the date of its meeting for this year more than 30
days from last year's meeting, you can usually find the deadline in one
of the company's quarterly reports on Form 10-Q (Sec.  249.308a of this
chapter), or in shareholder reports of investment companies under Sec.
270.30d-1 of this chapter of the Investment Company Act of 1940. In
order to avoid controversy, shareholders should submit their proposals
by means, including electronic means, that permit them to prove the
date of delivery.
* * * * *
    70. Amend Sec.  240.14a-101 by revising Notes C. and D.1, and the
introductory text of Note E.; and removing Notes F. and G. to the cover
page and revising paragraph (e)(1) of Item 9, and revising paragraph
(a)(1) of Item 13 to read as follows:

Sec.  240.14a-101  Schedule 14A. Information required in proxy
statement.

* * * * *
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
* * * * *

    Notes: * * *

    C. Except as otherwise specifically provided, where any item calls
for information for a specified period with regard to directors,
executive officers, officers or other persons holding specified
positions or relationships, the information shall be given with regard
to any person who held any of the specified positions or relationship
at any time during the period. Information, other than information
required by Item 404 of Regulation S-K (Sec.  229.404 of this chapter),
need not be included for any portion of the period during which such
person did not hold any such position or relationship, provided a
statement to that effect is made.
* * * * *
    D. * * *
    1. Any incorporation by reference of information pursuant to the
provisions of this schedule shall be subject to the provisions of Sec.
229.10(d) of this chapter restricting incorporation by reference of
documents which incorporate by reference other information. A
registrant incorporating any documents, or portions of documents, shall
include a statement on the last page(s) of the proxy statement as to
which documents, or portions of documents, are incorporated by
reference. Information shall not be incorporated by reference in any
case where such incorporation would render the statement incomplete,
unclear or confusing.
* * * * *
    E. In Item 13 of this Schedule, the reference to ``meets the
requirement of Form S-3'' shall refer to a registrant who meets the
following requirements:
* * * * *
    Item 9. Independent public accountants.
* * * * *
    (e) (1) Disclose, under the caption Audit Fees, the aggregate fees
billed for each of the last two fiscal years for professional services
rendered by the principal accountant for the audit of the registrant's
annual financial statements and review of financial statements included
in the registrant's Form 10-Q (17 CFR 249.308a) or services that are
normally provided by the accountant in connection with statutory and
regulatory filings or engagements for those fiscal years.
* * * * *
    Item 13. Financial and other information. (See Notes D and E at the
beginning of this Schedule.)
    (a) * * *
    (1) Financial statements meeting the requirements of Regulation S-
X, including financial information required by Rule 3-05 and Article 11
of Regulation S-X with respect to transactions other than pursuant to
which action is to be taken as described in this proxy statement (A
smaller reporting company may provide the information in Item 310 of
Regulation S-K (Sec.  229.310 of this chapter) in lieu of the financial
information required by Rule 3-05 and Article 11 of Regulation S-X);
* * * * *
    71. Amend Sec.  240.14c-3 by removing the Note to Small Business
Issuers following paragraph (a)(2).
    72. Amend Sec.  240.14c-101 by revising the Note that follows the
cover page to read as follows:

Sec.  240.14c-101  Schedule 14C. Information required in information
statement.

Schedule 14C Information
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934
* * * * *

    Note to Cover Page:
    Where any item, other than Item 4, calls for information with
respect to any matter to be acted upon at the meeting or, if no
meeting is being held, by written authorization or consent, such
item need be answered only with respect to

proposals to be made by the registrant. Registrants and acquirees
that meet the definition of ``smaller reporting company'' under Rule
12b-2 of the Exchange Act (Sec.  240.12b-2) shall refer to the
disclosure items in Regulation S-K (Sec. Sec.  229.10 through
229.1123 of this chapter) and may use the scaled disclosure
requirements provided therein for smaller reporting companies. A
smaller reporting company may provide the information in Item 310 of
Regulation S-K in lieu of any financial statements required by Item
1 of Sec.  240.14c-101.

* * * * *
    73. Amend Sec.  240.14d-3 by removing the authority citation
following the section and revising paragraph (a)(3)(i) to read as
follows:

Sec.  240.14d-3  Filing and transmission of tender offer statement.

    (a) * * *
    (3) * * *
    (i) To each national securities exchange where such class of the
subject company's securities is registered and listed for trading
(which may be based upon information contained in the subject company's
most recent Annual Report on Form 10-K (Sec.  249.310 of this chapter)
filed with the Commission unless the bidder has reason to believe that
such information is not current) which telephonic notice shall be made
when practicable prior to the opening of each such exchange; and
* * * * *
    74. Amend Sec.  240.15d-10 by revising paragraphs (c), (d)(2)(ii),
(d)(2)(iii), the introductory text of (e), paragraphs (e)(1), (e)(2),
(e)(4), the Note to paragraphs (c) and (e), paragraph (f), and the
introductory text of (j)(2) to read as follows:

Sec.  240.15d-10  Transition reports.

* * * * *
    (c) If the transition period covers a period of less than six
months, in lieu of the report required by paragraph (b) of this
section, a report may be filed for the transition period on Form 10-Q
(Sec.  249.308 of this chapter) not more than the number of days
specified in paragraph (j) of this section after either the close of
the transition period or the date of the determination to change the
fiscal closing date, whichever is later. The report on Form 10-Q shall
cover the period from the close of the last fiscal year end and shall
indicate clearly the period covered. The financial statements filed
therewith need not be audited but, if they are not audited, the issuer
shall file with the first annual report for the newly adopted fiscal
year separate audited statements of income and cash flows covering the
transition period. The notes to financial statements for the transition
period included in such first annual report may be integrated with the
notes to financial statements for the full fiscal period. A separate
audited balance sheet as of the end of the transition period shall be
filed in the annual report only if the audited balance sheet as of the
end of the fiscal year prior to the transition period is not filed.
Schedules need not be filed in transition reports on Form 10-Q.
    (d) * * *
    (2)(i) * * *
    (ii) The first report required to be filed by the issuer for the
newly adopted fiscal year after the date of the determination to change
the fiscal year end is a quarterly report on Form 10-Q; and
    (iii) Information on the transition period is included in the
issuer's quarterly report on Form 10-Q for the first quarterly period
(except the fourth quarter) of the newly adopted fiscal year that ends
after the date of the determination to change the fiscal year. The
information covering the transition period required by Part II and Item
2 of Part I may be combined with the information regarding the quarter.
However, the financial statements required by Part I, which may be
unaudited, shall be furnished separately for the transition period.
* * * * *
    (e) Every issuer required to file quarterly reports on Form 10-Q
pursuant to Sec.  240.15d-13 that changes its fiscal year end shall:
    (1) File a quarterly report on Form 10-Q within the time period
specified in General Instruction A.1. to that form for any quarterly
period (except the fourth quarter) of the old fiscal year that ends
before the date on which the issuer determined to change its fiscal
year end, except that the issuer need not file such quarterly report if
the date on which the quarterly period ends also is the date on which
the transition period ends;
    (2) File a quarterly report on Form 10-Q within the time specified
in General Instruction A.1 to that form for each quarterly period of
the old fiscal year within the transition period. In lieu of a
quarterly report for any quarter of the old fiscal year within the
transition period, the issuer may file a quarterly report on Form 10-Q
for any period of three months within the transition period that
coincides with a quarter of the newly adopted fiscal year if the
quarterly report is filed within the number of days specified in
paragraph (j) of this section after the end of such three month period,
provided the issuer thereafter continues filing quarterly reports on
the basis of the quarters of the newly adopted fiscal year;
* * * * *
    (4) Unless such information is or will be included in the
transition report, or the first annual report on Form 10-K for the
newly adopted fiscal year, include in the initial quarterly report on
Form 10-Q for the newly adopted fiscal year information on any period
beginning on the first day subsequent to the period covered by the
issuer's final quarterly report on Form 10-Q or annual report on Form
10-K for the old fiscal year. The information covering such period
required by Part II and Item 2 of Part I may be combined with the
information regarding the quarter. However, the financial statements
required by Part I, which may be unaudited, shall be furnished
separately for such period.

    Note to Paragraphs (c) and (e):
    If it is not practicable or cannot be cost-justified to furnish
in a transition report on Form 10-Q or a quarterly report for the
newly adopted fiscal year financial statements for corresponding
periods of the prior year where required, financial statements may
be furnished for the quarters of the preceding fiscal year that most
nearly are comparable if the issuer furnishes an adequate discussion
of seasonal and other factors that could affect the comparability of
information or trends reflected, an assessment of the comparability
of the data, and a representation as to the reason recasting has not
been undertaken.

    (f) Every successor issuer that has a different fiscal year from
that of its predecessor(s) shall file a transition report pursuant to
this section, containing the required information about each
predecessor, for the transition period, if any, between the close of
the fiscal year covered by the last annual report of each predecessor
and the date of succession. The report shall be filed for the
transition period on the form appropriate for annual reports of the
issuer not more than the number of days specified in paragraph (j) of
this section after the date of the succession, with financial
statements in conformity with the requirements set forth in paragraph
(b) of this section. If the transition period covers a period of less
than six months, in lieu of a transition report on the form appropriate
for the issuer's annual reports, the report may be filed for the
transition period on Form 10-Q not more than the number of days
specified in paragraph (j) of this section after the date of the
succession, with financial statements in conformity with the
requirements set forth in paragraph (c) of this section.
Notwithstanding the foregoing, if the transition period covers a period
of one month or less, the successor issuer need not file a separate
transition report if the

information is reported by the successor issuer in conformity with the
requirements set forth in paragraph (d) of this section.
* * * * *
    (j) * * *
    (2) For transition reports to be filed on Form 10-Q (Sec.  249.308
of this chapter), the number of days shall be:
* * * * *
    75. Amend Sec.  240.15d-13 by revising the section heading,
paragraph (a), the introductory text of (c), and paragraphs (d) and (e)
to read as follows:

Sec.  240.15d-13  Quarterly reports on Form 10-Q (Sec.  249.308 of this
chapter).

    (a) Except as provided in paragraphs (b) and (c) of this section,
every issuer that has securities registered pursuant to the Securities
Act and is required to file annual reports pursuant to section 15(d) of
the Act on Form 10-K (Sec.  249.310 of this chapter) shall file a
quarterly report on Form 10-Q (Sec.  249.308 of this chapter) within
the period specified in General Instruction A.1. to that form for each
of the first three quarters of each fiscal year of the issuer,
commencing with the first fiscal quarter following the most recent
fiscal year for which full financial statements were included in the
registration statement, or, if the registration statement included
financial statements for an interim period subsequent to the most
recent fiscal year end meeting the requirements of Article 10 of
Regulation S-X, for the first fiscal quarter subsequent to the quarter
reported upon in the registration statement. The first quarterly report
of the issuer shall be filed either within 45 days after the effective
date of the registration statement or on or before the date on which
such report would have been required to be filed if the issuer had been
required to file reports on Form 10-Q as of its last fiscal quarter,
whichever is later.
* * * * *
    (c) Part I of the quarterly reports on Form 10-Q need not be filed
by:
* * * * *
    (d) Notwithstanding the foregoing provisions of this section, the
financial information required by Part I of Form 10-Q shall not be
deemed to be ``filed'' for the purpose of section 18 of the Act or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
    (e) Notwithstanding the foregoing provisions of this section, the
financial information required by Part I of Form 10-Q, or financial
information submitted in lieu thereof pursuant to paragraph (d) of this
section, shall not be deemed to be ``filed'' for the purpose of section
18 of the Act or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act.
    76. Amend Sec.  240.15d-14 by revising paragraph (a) to read as
follows:

Sec.  240.15d-14  Certification of disclosure in annual and quarterly
reports.

    (a) Each report, including transition reports, filed on Form 10-Q,
Form 10-K, Form 20-F or Form 40-F (Sec.  249.308a, 249.310, 249.220f or
249.240f of this chapter) under section 15(d) of the Act (15 U.S.C.
78o(d)), other than a report filed by an Asset-Backed Issuer (as
defined in Sec.  229.1101 of this chapter) or a report on Form 20-F
filed under Sec.  240.15d-19, must include certifications in the form
specified in the applicable exhibit filing requirements of such report
and such certifications must be filed as an exhibit to such report.
Each principal executive and principal financial officer of the issuer,
or persons performing similar functions, at the time of filing of the
report must sign a certification. The principal executive and principal
financial officers of an issuer may omit the portion of the
introductory language in paragraph 4 as well as language in paragraph
4(b) of the certification that refers to the certifying officers'
responsibility for designing, establishing and maintaining internal
control over financial reporting for the issuer until the issuer
becomes subject to the internal control over financial reporting
requirements in Sec.  240.13a-15 or 240.15d-15.
* * * * *
    77. Amend Sec.  240.15d-20 by revising the introductory text of
paragraph (a) to read as follows:

Sec.  240.15d-20  Plain English presentation of specified information.

    (a) Any information included or incorporated by reference in a
report filed under section 15(d) of the Act (15 U.S.C. 78o(d)) that is
required to be disclosed pursuant to Item 402, 403, 404 or 407 of
Regulation S-K (Sec.  229.402, 229.403, 229.404 or 229.407 of this
chapter) must be presented in a clear, concise and understandable
manner. You must prepare the disclosure using the following standards:
* * * * *
    78. Amend Sec.  240.15d-21 by revising paragraph (a)(1) to read as
follows:

Sec.  240.15d-21  Reports for employee stock purchase, savings and
similar plans.

    (a) * * *
    (1) The issuer of the stock or other securities offered to
employees through their participation in the plan files annual reports
on Form 10-K (Sec.  249.310 of this chapter); and
* * * * *

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

    79. The authority citations for part 249 continues to read in part
as follows:

    Authority: 15 U.S.C. 78a et seq., 7202, 7233, 7241, 7262, 7264,
and 7265; and 18 U.S.C. 1350, unless otherwise noted.
* * * * *
    80. Amend Sec.  249.0-1 by revising paragraph (b) to read as
follows:

Sec.  249.0-1  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 person 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 SEC regional
offices).
    81. Amend Form 8-A (referenced in Sec.  249.208a) by revising Item
1 before the Instruction to read as follows:

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

Form 8-A
For Registration of Certain Classes of Securities Pursuant to Section
12(b) or (g) of the Securities Act of 1934
Item 1. Description of Registrant's Securities To Be Registered
    Furnish the information required by Item 202 of Regulation S-K
(Sec.  229.202 of this chapter), as applicable.
    82. Amend Form 10 (referenced in Sec.  249.210) by:
    a. Adding check boxes to the cover page, above the Information
Requested in Registration Statement, requesting the registrant indicate
by check mark whether it is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company; and
    b. Revising Item 13;
    The addition and revision read as follows:

    Note: The text of Form 10 does not and this amendment will not
appear in the Code of Federal Regulations.

Form 10
General Form for Registration of Securities
Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
    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)
* * * * *
Item 13. Financial Statements and Supplementary Data
    Furnish all financial statements required by Regulation S-X and
supplementary financial information required by Item 302 of Regulation
S-K (Sec.  229.302 of this chapter). Smaller reporting companies may
provide financial information required by Item 310 of Regulation S-K in
lieu of the information required by Regulation S-X.
* * * * *
    83. By removing and reserving Sec.  249.210b and removing Form 10-
SB.

    Note: The text of Form 10-SB does not appear in the Code of
Federal Regulations.

    84. Amend Form 20-F (referenced in Sec.  249.220f) by revising Item
11(e) to read as follows:
Form 20-F
* * * * *
Part I
* * * * *
Item 11. Quantitative and Qualitative Disclosures About Market Risk
* * * * *
    (e) Smaller reporting companies. A smaller reporting company, as
defined in Rule 405 (Sec.  230.405 of this chapter) and Rule 12b-2
(Sec.  240.12b-2 of this chapter), need not provide the information
required by this Item 11.
* * * * *
    85. Amend Form 8-K (referenced in Sec.  249.308) by revising
General Instruction B.4.; removing paragraph C.3; revising Item 2.01
paragraph (f) before the Instructions; Instructions 2 and 4 to Item
2.02; Item 2.03 paragraph (d); Item 3.02 paragraphs (a) and (b) before
the Instructions and Instruction 2; Item 4.01 paragraphs (a) and (b)
before the Instructions; Item 4.02 the introductory text of paragraph
(a); Item 5.01 paragraphs (a)(8) and (b); Item 5.02 paragraphs (c)(2),
(d)(4), (f), and Instruction 4; in Item 5.03 paragraph (b), revise the
phrase ``Form 10-K, Form 10-KSB, Form 10-Q or Form 10-QSB'' to read
``Form 10-K or Form 10-Q'', and revise Instruction 1; Item 5.05
paragraph (a); and Item 9.01 paragraphs (a)(1), (b)(1) and (d) before
the Instruction
    The revisions read as follows:
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
* * * * *
General Instructions
* * * * *
B. Events To Be Reported and Time for Filing of Reports
* * * * *
    4. Copies of agreements, amendments or other documents or
instruments required to be filed pursuant to Form 8-K are not required
to be filed or furnished as exhibits to the Form 8-K unless
specifically required to be filed or furnished by the applicable Item.
This instruction does not affect the requirement to otherwise file such
agreements, amendments or other documents or instruments, including as
exhibits to registration statements and periodic reports pursuant to
the requirements of Item 601 of Regulation S-K.
* * * * *
Item 2.01 Completion of Acquisition or Disposition of Assets
* * * * *
    (f) if the registrant was a shell company, other than a business
combination related shell company, as those terms are defined in Rule
12b-2 under the Exchange Act (17 CFR 240.12b-2), immediately before the
transaction, the information that would be required if the registrant
were filing a general form for registration of securities on Form 10
under the Exchange Act reflecting all classes of the registrant's
securities subject to the reporting requirements of Section 13 (15
U.S.C. 78m) or Section 15(d) (15 U.S.C. 78o(d)) of such Act upon
consummation of the transaction, with such information reflecting the
registrant and its securities upon consummation of the transaction.
Notwithstanding General Instruction B.3 to Form 8-K, if any disclosure
required by this Item 2.01(f) is previously reported, as that term is
defined in Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2), the
registrant may identify the filing in which that disclosure is included
instead of including that disclosure in this report.
* * * * *
Item 2.02 Results of Operations and Financial Condition
* * * * *
    Instructions.
* * * * *
    2. The requirements of paragraph (e)(1)(i) of Item 10 of Regulation
S-K (17 CFR 229.10(e)(1)(i)) shall apply to disclosures under this Item
2.02.
* * * * *
    4. This Item 2.02 does not apply in the case of a disclosure that
is made in a quarterly report filed with the Commission on Form 10-Q
(17 CFR 249.308a) or an annual report filed with the Commission on Form
10-K (17 CFR 249.310).
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
Under an Off-Balance Sheet Arrangement of a Registrant
* * * * *
    (d) For purposes of this Item 2.03, off-balance sheet arrangement
has the meaning set forth in Item 303(a)(4)(ii) of Regulation S-K (17
CFR 229.303(a)(4)(ii)).
* * * * *
Item 3.02 Unregistered Sales of Equity Securities
    (a) If a registrant sells equity securities in a transaction that
is not registered under the Securities Act, furnish the information set
forth in paragraphs (a) and (c) through (e) of Item 701 of Regulation
S-K (17 CFR 229.701(a) and (c) through (e)). For purposes of
determining the required filing date for the Form 8-K under this Item
3.02(a), the registrant has no obligation to disclose information under
this Item 3.02 until the registrant enters into an agreement
enforceable against the registrant, whether or not subject to
conditions, under which the equity securities are to be sold. If there
is no such agreement, the registrant must provide the disclosure within
four business days after the occurrence of the closing or settlement of
the transaction or arrangement under which the equity securities are to
be sold.
    (b) No report need be filed under this Item 3.02 if the equity
securities sold, in the aggregate since its last report filed under
this Item 3.02 or its last periodic report, whichever is more recent,
constitute less than 1% of the number of shares outstanding of the
class of equity securities sold. In the case of a smaller reporting
company, no report need be filed if the equity securities sold, in the
aggregate since its last report filed under this Item 3.02 or its last
periodic report, whichever is more recent, constitute less than 5% of
the

number of shares outstanding of the class of equity securities sold.
    Instructions.
* * * * *
    2. A smaller reporting company is defined under Item 10(f)(1) of
Regulation S-K (17 CFR 229.10(f)(1)).
* * * * *
Item 4.01 Changes in Registrant's Certifying Accountant
    (a) If an independent accountant who was previously engaged as the
principal accountant to audit the registrant's financial statements, or
an independent accountant upon whom the principal accountant expressed
reliance in its report regarding a significant subsidiary, resigns (or
indicates that it declines to stand for re-appointment after completion
of the current audit) or is dismissed, disclose the information
required by Item 304(a)(1) of Regulation S-K including compliance with
Item 304(a)(3) of Regulation S-K (17 CFR 229.304(a)(1)).
    (b) If a new independent accountant has been engaged as either the
principal accountant to audit the registrant's financial statements or
as an independent accountant on whom the principal accountant is
expected to express reliance in its report regarding a significant
subsidiary, the registrant must disclose the information required by
Item 304(a)(2) of Regulation S-K (17 CFR 229.302(a)(2)).
* * * * *
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review
    (a) If the registrant's board of directors, a committee of the
board of directors or the officer or officers of the registrant
authorized to take such action if board action is not required,
concludes that any previously issued financial statements, covering one
or more years or interim periods for which the registrant is required
to provide financial statements under Regulation S-X (17 CFR 210) or
Item 310 of Regulation S-K in the case of a smaller reporting company,
should no longer be relied upon because of an error in such financial
statements as addressed in Accounting Principles Board Opinion No. 20,
as may be modified, supplemented or succeeded, disclose the following
information:
* * * * *
Item 5.01 Changes in Control of the Registrant
    (a) * * *
    (8) if the registrant was a shell company, other than a business
combination related shell company, as those terms are defined in Rule
12b-2 under the Exchange Act (17 CFR 240.12b-2), immediately before the
change in control, the information that would be required if the
registrant were filing a general form for registration of securities on
Form 10 under the Exchange Act reflecting all classes of the
registrant's securities subject to the reporting requirements of
Section 13 (15 U.S.C. 78m) or Section 15(d) (15 U.S.C. 78o(d)) of such
Act upon consummation of the change in control, with such information
reflecting the registrant and its securities upon consummation of the
transaction. Notwithstanding General Instruction B.3. to Form 8-K, if
any disclosure required by this Item 5.01(a)(8) is previously reported,
as that term is defined in Rule 12b-2 under the Exchange Act (17 CFR
240.12b-2), the registrant may identify the filing in which that
disclosure is included instead of including that disclosure in this
report.
    (b) Furnish the information required by Item 403(c) of Regulation
S-K (17 CFR 229.403(c)).
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
* * * * *
    (c) * * *
    (2) the information required by Items 401(b), (d), (e) and Item
404(a) of Regulation S-K (17 CFR 229.401(b), (d), (e) and 229.404(a);
and
* * * * *
    (d) * * *
    (4) the information required by Item 404(a) of Regulation S-K (17
CFR 229.404(a)).
* * * * *
    (f) If the salary or bonus of a named executive officer cannot be
calculated as of the most recent practicable date and is omitted from
the Summary Compensation Table as specified in Instruction 1 to Item
402(c)(2)(iii) and (iv) of Regulation S-K, disclose the appropriate
information under this Item 5.02(f) when there is a payment, grant,
award, decision or other occurrence as a result of which such amounts
become calculable in whole or in part. Disclosure under this Item
5.02(f) shall include a new total compensation figure for the named
executive officer, using the new salary or bonus information to
recalculate the information that was previously provided with respect
to the named executive officer in the registrant's Summary Compensation
Table for which the salary and bonus information was omitted in
reliance on Instruction 1 to Item 402(c)(2)(iii) and (iv) of Regulation
S-K (17 CFR 229.402(c)(2)(iii) and (iv)).
Instructions to Item 5.02
* * * * *
    (4) For purposes of this Item, the term ``named executive officer''
shall refer to those executive officers for whom disclosure was
required in the registrant's most recent filing with the Commission
under the Securities Act (15 U.S.C. 77a et seq.) or Exchange Act (15
U.S.C. 78a et seq.) that required disclosure pursuant to Item 402(c) of
Regulation S-K (17 CFR 229.402(c)).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year
* * * * *
Instructions to Item 5.03.
    1. Refer to Item 601(b)(3) of Regulation S-K (17 CFR 229.601(b)(3))
regarding the filing of exhibits to this Item 5.03.
* * * * *
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics
    (a) Briefly describe the date and nature of any amendment to a
provision of the registrant's code of ethics that applies to the
registrant's principal executive officer, principal financial officer,
principal accounting officer or controller or persons performing
similar functions and that relates to any element of the code of ethics
definition enumerated in Item 406(b) of Regulation S-K (17 CFR
229.406(b)).
* * * * *
Item 9.01 Financial Statements and Exhibits
* * * * *
    (a) * * *
    (1) For any business acquisition required to be described in answer
to Item 2.01 of this form, financial statements of the business
acquired shall be filed for the periods specified in Rule 3-05(b) of
Regulation S-X (17 CFR 210.3-05(b)). A smaller reporting company may
provide the information in Item 310(c) of Regulation S-K (17 CFR
229.310(c)) in lieu of any financial statements required by Item 9(a)
of this Form.
* * * * *
    (b) * * *
    (1) For any transaction required to be described in answer to Item
2.01 of this form, furnish any pro forma financial

information that would be required pursuant to Article 11 of Regulation
S-X (17 CFR 210.3-14) shall be filed. A smaller reporting company may
provide the information in Item 310(d) of Regulation S-K (17 CFR
229.310(d)) in lieu of any financial statements required by Item 9(b)
of this Form.
* * * * *
    (d) Exhibits. The exhibits will be deemed to be filed or furnished,
depending upon the relevant item requiring such exhibit, in accordance
with the provisions of Item 601 of Regulation S-K (17 CFR 229.601) and
Instruction B.2 of this form.
* * * * *
    86. Amend Form 10-Q (referenced in Sec.  249.308a) by:
    a. Revising the cover page of Form 10-Q to add, above Part I
Financial Information, 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. In Part I, revising the text of Item 1.
    The revision and addition read as follows:

    Note: The text of Form 10-Q does not and this amendment will not
appear in the Code of Federal Regulations.

Form 10-Q
* * * * *
    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--FINANCIAL INFORMATION

Item 1. Financial Statements
    Provide the information required by Rule 10-01 of Regulation S-X
(17 CFR 210). A smaller reporting company, defined in Rule 12b-2 (Sec.
240.12b-2 of this chapter) may provide the information required by Item
310 of Regulation S-K (Sec.  229.310 of this chapter) in lieu of the
information required by Regulation S-X.
* * * * *
    87. By removing and reserving Sec.  249.308b and removing Form 10-
QSB.

    Note: The text of Form 10-KSB does not appear in the Code of
Federal Regulations.

    88. Amend Form 10-K (referenced in Sec.  249.310) by:
    a. Revising the cover page of Form 10-K to add, above the line
asking the registrant to indicate whether it is a shell company, check
boxes requesting the registrant to indicate whether it is a large
accelerated filer, or an accelerated filer; a non-accelerated filer, or
a smaller reporting company; and
    b. Revising Item 5 paragraph (a), Item 8 and Item 14 paragraph (1).
    The additions and revisions read as follows:

    Note: The text of Form 10-K does not and this amendment will not
appear in the Code of Federal Regulations.

Form 10-K
Annual Report Pursuant to Section 13 or 15(D) of the Securities
Exchange Act Of 1934
Form 10-K
* * * * *
    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]
Accelerated filer [ballot]
Non-accelerated filer [ballot]
Smaller reporting company [ballot]

(Do not check if a smaller reporting company)
* * * * *
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
    (a) Furnish the information required by Item 201 of Regulation S-K
(17 CFR 229.201) and Item 701 of Regulation S-K (17 CFR 229.701) as to
all equity securities of the registrant sold by the registrant during
the period covered by the report that were not registered under the
Securities Act. If the Item 701 information previously has been
included in a Quarterly Report on Form 10-Q (17 CFR 249.308a) or in a
Current Report on Form 8-K (17 CFR 249.308), it need not be furnished.
* * * * *
Item 8. Financial Statements and Supplementary Data
    (a) Furnish financial statements meeting the requirements of
Regulation S-X (Sec.  210 of this chapter), except Sec.  210.3-05 and
Article 11 thereof, and the supplementary financial information
required by Item 302 of Regulation S-K (Sec.  229.302 of this chapter).
Financial statements of the registrant and its subsidiaries
consolidated (as required by Rule 14a-3(b)) shall be filed under this
item. Other financial statements and schedules required under
Regulation S-X may be filed as ``Financial Statement Schedules''
pursuant to Item 15, Exhibits, Financial Statement Schedules, and
Reports on Form 8-K, of this Form.
    (b) A smaller reporting company may provide the information
required by Item 310 of Regulation S-K in lieu of any financial
statements required by Item 8 of this Form.
* * * * *
Item 14. Principal Accounting Fees and Services
* * * * *
    (1) Disclose, under the caption Audit Fees, the aggregate fees
billed for each of the last two fiscal years for professional services
rendered by the principal accountant for the audit of the registrant's
annual financial statements and review of financial statements included
in the registrant's Form 10-Q (17 CFR 249.308a) or services that are
normally provided by the accountant in connection with statutory and
regulatory filings or engagements for those fiscal years.
* * * * *
    89. By removing and reserving Sec.  249.310b and removing Form 10-
KSB.

    Note: The text of Form 10-QSB does not appear in the Code of
Federal Regulations.

    90. Amend Form 11-K (referenced in Sec.  249.311) by revising
General Instruction E(b) to read as follows:
Form 11-K
For Annual Reports of Employee Stock Purchase, Savings and Similar
Plans Pursuant to Section 15(D) of the Securities Exchange Act of 1934
General Instructions
* * * * *
E. Electronic Filers
* * * * *
    (b) Financial Data Schedules are not required to be submitted in
connections with annual reports on this form. See Item 601(c)(1) of
Regulation S-K (Sec.  229.601(c)(1)).
* * * * *
    91. Amend Form SE (referenced in Sec.  249.444) by revising General
Instruction 3.C.
* * * * *
Form SE
Form for Submission of Paper Format Exhibits by Edgar Electronic Filers
* * * * *

Form SE General Instructions
* * * * *
    3. Filing of Form SE.
* * * * *
    C. Identify the exhibit being filed. Attach to the Form SE the
paper format exhibit and an exhibit index if required by Item 601 of
Regulation S-K (Sec.  229.601 of this chapter).
* * * * *

PART 260--GENERAL RULE AND REGULATIONS, TRUST INDENTURE ACT OF 1939

    92. The authority citation for Part 260 continues to read as
follows:

    Authority: 15 U.S.C. 77eee, 77ggg, 77nnn, 77sss, 78ll(d), 80b-3,
80b-4, and 80b-11.

    93. Amend Sec.  260.0-11 by revising the introductory text of
paragraph (b)(1), paragraphs (b)(1)(i) and (b)(2) to read as follows:

Sec.  260.0-11  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 share holders meeting the requirements of Rules
14a-3(b) and (c) or 14c-3(a) and (b) under the Securities Exchange Act
of 1934 (Sec.  240.14a-3(b) and (c) or Sec.  240.14c-3(a) and (b) 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 made
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.  240.13a-1 or Sec.  240.15d-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 Securities Act of 1933 or
pursuant to section 12(b) or (g) of the Securities Exchange Act of
1934; and
* * * * *
    (2) Information relating to 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) or Item 5 of Form 20-F
(Sec.  249.220f of this chapter), ``Operating and Financial Review and
Prospects,'' 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), and disclosed in a
document filed with the Commission, in Part I of a quarterly report on
Form 10-Q, or in an annual report to shareholders meeting the
requirements of Rules 14a-3(b) and (c) or 14c-3(a) and (b) (Sec.
240.14a-3(b) and (c) or Sec.  240.14c-3(a) and (b)) under the
Securities Exchange Act of 1934.
* * * * *
    94. Amend Sec.  260.4d-9 by revising the introductory text to read
as follows:

Sec.  260.4d-9  Exemption for Canadian Trust Indentures from Specified
Provisions of the Act.

    Any trust indenture filed in connection with offerings on a
registration statement on Form S-1, (Sec.  239.1 of this chapter) F-7,
F-8, F-9, F-10 or F-80 (Sec. Sec.  239.37 through 239.41 of this
chapter) shall be exempt from the operation of sections 310(a)(3) and
310(a)(4), sections 310(b) through 316(a), and sections 316(c) through
318(a) of the Act; provided that the trust indenture is subject to:
* * * * *
    95. Amend Sec.  260.10a-5 by revising paragraph (a) to read as
follows:

Sec.  260.10a-5  Eligibility of Canadian Trustees.

    (a) Subject to paragraph (b) of this section, any trust company,
acting as trustee under an indenture qualified or to be qualified under
the Act and filed in connection with offerings on a registration
statement on Form S-1 (Sec.  239.11 of this chapter) F-7, F-8, F-9, F-
10 or F-80 (Sec. Sec.  239.37 through 239.41 of this chapter) that is
incorporated and regulated as a trust company under the laws of Canada
or any of its political subdivisions and that is subject to supervision
or examination pursuant to the Trust Companies Act (Canada), R.S.C.
1985, or the Canada Deposit Insurance Corporation Act, R.S.C. 1985
shall not be subject to the requirement of domicile in the United
States under section 310(a) of the Act (15 U.S.C. 77jjj(a)).
* * * * *

PART 269--FORMS PRESCRIBED UNDER THE TRUST INDENTURE ACT OF 1939

    96. The authority citation for part 269 is revised to read as
follows:

    Authority: 15 U.S.C. 77ddd(c), 77eee, 77ggg, 77hhh, 77iii,
77jjj, 77sss, and 78ll(d), unless otherwise noted.

    97. Amend Sec.  260.01 by revising paragraph (b) to read as
follows:

Sec.  269.0-1  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 person 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 SEC regional
offices.)

    By the Commission.

    Dated: July 5, 2007.
Nancy M. Morris,
Secretary.
[FR Doc. E7-13407 Filed 7-18-07; 8:45 am]

BILLING CODE 8010-01-P


[Federal Register: June 23, 2008 (Volume 73, Number 121)]
[Notices]
[Page 35402-35403]
[DOCID:fr23jn08-55]

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DEPARTMENT OF HEALTH AND HUMAN SERVICES

Food and Drug Administration

[Docket No. FDA-2006-E-0440] (formerly Docket No. 2006E-0483)

Determination of Regulatory Review Period for Purposes of Patent
Extension; ERAXIS

AGENCY:  Food and Drug Administration, HHS.

ACTION:  Notice.

-----------------------------------------------------------------------

SUMMARY:  The Food and Drug Administration (FDA) has determined the
regulatory review period for ERAXIS and is publishing this notice of
that determination as required by law. FDA has made the determination
because of the submission of an application to the Director of Patents
and Trademarks, Department of Commerce, for the extension of a patent
which claims that human drug product.

ADDRESSES:  Submit written comments and petitions to the Division of
Dockets Management (HFA-305), Food and Drug Administration, 5630
Fishers Lane, rm. 1061, Rockville, MD 20852. Submit electronic comments
to http://www.regulations.gov.

FOR FURTHER INFORMATION CONTACT:  Beverly Friedman, Office of
Regulatory Policy, Food and Drug Administration, 10903 New Hampshire
Ave., Bldg. 51,

rm. 6222, Silver Spring, MD 20993-0002,<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION:  The Drug Price Competition and Patent Term
Restoration Act of 1984 (Public Law 98-417) and the Generic Animal Drug
and Patent Term Restoration Act (Public Law 100-670) generally provide
that a patent may be extended for a period of up to 5 years so long as
the patented item (human drug product, animal drug product, medical
device, food additive, or color additive) was subject to regulatory
review by FDA before the item was marketed. Under these acts, a
product's regulatory review period forms the basis for determining the
amount of extension an applicant may receive.
    A regulatory review period consists of two periods of time: A
testing phase and an approval phase. For human drug products, the
testing phase begins when the exemption to permit the clinical
investigations of the human drug product becomes effective and runs
until the approval phase begins. The approval phase starts with the
initial submission of an application to market the human drug product
and continues until FDA grants permission to market the drug product.
Although only a portion of a regulatory review period may count toward
the actual amount of extension that the Director of Patents and
Trademarks may award (for example, half the testing phase must be
subtracted as well as any time that may have occurred before the patent
was issued), FDA's determination of the length of a regulatory review
period for a human drug product will include all of the testing phase
and approval phase as specified in 35 U.S.C. 156(g)(1)(B).
    FDA recently approved for marketing the human drug product, ERAXIS
(anidulafungin). ERAXIS is indicated for treatment of the following
fungal infections: Candidemia and other forms of Candida infections
(intra-abdominal abscess and peritonitis), and esophageal candidiasis.
Subsequent to this approval, the Patent and Trademark Office received a
patent term restoration application for ERAXIS (U.S. Patent No.
5,965,525) from Eli Lilly and Co., and the Patent and Trademark Office
requested FDA's assistance in determining this patent's eligibility for
patent term restoration. In a letter dated February 6, 2007, FDA
advised the Patent and Trademark Office that this human drug product
had undergone a regulatory review period and that the approval of
ERAXIS represented the first permitted commercial marketing or use of
the product. Thereafter, the Patent and Trademark Office requested that
FDA determine the product's regulatory review period.
    FDA has determined that the applicable regulatory review period for
ERAXIS is 3,476 days. Of this time, 2,446 days occurred during the
testing phase of the regulatory review period, while 1,030 days
occurred during the approval phase. These periods of time were derived
from the following dates:
    1. The date an exemption under section 505(i) of the Federal Food,
Drug, and Cosmetic Act (the act) (21 U.S.C. 355(i)) became effective:
August 14, 1996. The applicant claims July 15, 1996, as the date the
investigational new drug application (IND) became effective. However,
FDA records indicate that the IND effective date was August 14, 1996,
which was 30 days after FDA receipt of the IND.
    2. The date the application was initially submitted with respect to
the human drug product under section 505(b) of the act: April 25, 2003.
The applicant claims August 18, 2005, as the date the new drug
application (NDA) 21-948 for ERAXIS was initially submitted. However,
FDA records indicate that NDA 21-948 was not the first NDA for
anidulafungin submitted to the agency by Vicuron Pharmaceuticals, Inc.,
the owner of the applications at the time of submission. NDA 21-632,
Vicuron's first NDA for anidulafungin, was submitted on April 25, 2003.
    3. The date the application was approved: February 17, 2006. FDA
has verified the applicant's claim that NDA 21-948 was approved on
February 17, 2006. NDA 21-632 was also approved on February 17, 2006.
    This determination of the regulatory review period establishes the
maximum potential length of a patent extension. However, the U.S.
Patent and Trademark Office applies several statutory limitations in
its calculations of the actual period for patent extension. In its
application for patent extension, this applicant seeks 1,224 days of
patent term extension.
    Anyone with knowledge that any of the dates as published are
incorrect may submit to the Division of Dockets Management (see
ADDRESSES) written or electronic comments and ask for a redetermination
by August 22, 2008. Furthermore, any interested person may petition FDA
for a determination regarding whether the applicant for extension acted
with due diligence during the regulatory review period by December 22,
2008. To meet its burden, the petition must contain sufficient facts to
merit an FDA investigation. (See H. Rept. 857, part 1, 98th Cong., 2d
sess., pp. 41-42, 1984.) Petitions should be in the format specified in
21 CFR 10.30.
    Comments and petitions should be submitted to the Division of
Dockets Management. Three copies of any mailed information are to be
submitted, except that individuals may submit one copy. Comments are to
be identified with the docket number found in brackets in the heading
of this document. Comments and petitions may be seen in the Division of
Dockets Management between 9 a.m. and 4 p.m., Monday through Friday.
    Please note that on January 15, 2008, the FDA Division of Dockets
Management Web site transitioned to the Federal Dockets Management
System (FDMS). FDMS is a Government-wide, electronic docket management
system. Electronic comments or submissions will be accepted by FDA only
through FDMS at http://www.regulations.gov.

    Dated: June 9, 2008.
Jane A. Axelrad,
Associate Director for Policy, Center for Drug Evaluation and Research.
[FR Doc. E8-14156 Filed 6-20-08; 8:45 am]

BILLING CODE 4160-01-S