registered as a listed security on any national securities exchange, shall be exempt from the operation of section 16.

(2) Any security for which unlisted trading privileges on any national securities exchange have been continued or extended pursuant to section 12 (f) (1) or (3), the issuer of which has an equity security registered as a listed security on any national securities exchange, shall be exempt from the operation of section 16 insofar as the provisions of that section would otherwise apply to any person who is directly or indirectly the beneficial owner of more than 10 percent of such unlisted security: Provided, That such person is neither a director or officer of the issuer thereof nor directly or indirectly the beneficial owner of more than 10 percent of any class of any equity security of such issuer which is registered as a listed security.

Rule X-12F-5. Differentiation on Ticker Between Transactions in Listed and Unlisted Securities.

Every national securities exchange and every person directly or indirectly controlled by such exchange, in the publication or making available for publication by ticker of quotations or transactions in securities made or effected upon such exchange, shall differentiate between quotations or transactions in listed securities and quotations or transactions in securities for which unlisted trading privileges on such exchange have been continued or extended, by either adding the letter "L" to the report of each quotation or transaction in such listed securities, or by adding the letter “U” to the report of each quotation or transaction in such securities for which unlisted trading privileges have been continued or extended on such exchange.

Rule X-12F-6. Continuance of Unlisted Trading Privileges on Merged Exchanges.

(a) Subject to section 12 (f), as amended, and the rules and regulations thereunder, a national securities exchange which has absorbed another exchange may, without further order of the Commission, continue unlisted trading privileges (1) in any security which was admitted to such privileges on the absorbed exchange pursuant to clause (1) of section 12 (f), and (2) in any security which was admitted to such privileges on the absorbed exchange pursuant to clause (2) or (3) of section 12 (f) if the vicinity of the surviving exchange includes the vicinity of the absorbed exchange.

(b) For the purpose of this rule the vicinity of the surviving exchange shall include the vicinity of an absorbed exchange if the vicinities of the absorbed and surviving exchanges are located within a single geographic division or adjoining geographic divisions of the United States as classified by the United States Bureau of the Census.

REGULATION X-13A. REPORTS OF ISSUERS OF LISTED

SECURITIES

ARTICLE 1. ANNUAL REPORTS

Rule X-13A-1. Requirement of Annual Reports.

Every issuer having securities listed and registered on a national securities exchange shall file an annual report for each fiscal year after the last full fiscal year for which financial statements were filed in its application for registration. Registrants on Form 8-B shall file an annual report for each fiscal year beginning on or after the date as of which the succession occurred. The report shall be filed within 120 days after the close of the fiscal year or within such other period as may be specified in the appropriate form.

Rule X-13A-2. Annual Reports of Predecessors.

Every issuer having securities listed and registered pursuant to an application on Form 8-B shall file an annual report pursuant to Rule X-13A-1 for each of its predecessors which had securities listed and registered on a national securities exchange, covering the last full fiscal year of the predecessor prior to the registrant's succession, unless such report has been filed by the predecessor. Such annual report shall contain the information that would be required if filed by the predecessor.

Rule X-13A-3. Reports in Case of New Registration.

(a) Notwithstanding Rule X-13A-1, any registrant which has filed, within the period prescribed for filing an annual report pursuant to that rule

(1) A registration statement under the Securities Act of 1933 which has become effective and is not subject to any proceeding under Section 8 (d) of that Act or to an order entered thereunder, or

(2) An application for registration of securities on an exchange which has become effective and is not subject to any proceeding under Section 19 (a) (2) of the Securities Exchange Act of 1934 or to an order thereunder,

may file as its annual report pursuant to Rule X-13A-1 copies of the registration statement or application in lieu of an annual report on the appropriate annual report form if the statement or application

covers the fiscal period that would be covered by a report on the appropriate annual report form and contains all of the information, including financial statements and exhibits, required by the appropriate annual report form.

(b) The report shall be filed under cover of the facing sheet of the appropriate annual report form and shall be signed in accordance with the requirements of that form. The following statement shall appear on the facing sheet of the annual report or on the page immediately following the facing sheet:

“THIS ANNUAL REPORT, FILED PURSUANT TO RULE X-13A-3, CON

SISTS OF THE INFORMATION AND DOCUMENTS CONTAINED IN THE
REGISTRATION STATEMENT (OR APPLICATION FOR REGISTRATION) ON
FILED BY THE REGISTRANT ON

FORM

(c) Any financial statements or exhibits included in the registration statement or application which are not required by the appropriate annual report form may be omitted.

(d) If any registration statement included in the annual report incorporates by reference any financial statements or exhibits required by the appropriate annual report form which are on file with the Commission but are not on file with the exchange, the copies of the annual report filed with the exchange shall include copies of such financial statements or exhibits.

(e) Copies of the report filed with the Commission may incorporate the registration statement or application by reference. If a report consists of an application, copies of the report filed with an exchange with which the application was filed may incorporate the application by reference.

Rule X-13A-4. Incorporation of Information Contained in a Prospectus.

Any registrant which has filed with the Commission pursuant to Rule 424 under the Securities Act of 1933 copies of a prospectus meeting the requirements of Section 10 of that Act after the effective date of the registration statement may incorporate in its annual report pursuant to Rule X-13A-1 any information, including financial statements, contained in the prospectus, provided a copy of the prospectus is filed as an exhibit to the annual report.

ARTICLE 2. OTHER REPORTS

Rule X-13A-10. Interim Reports.

(a) Every issuer which changes its fiscal closing date after the last fiscal year for which financial statements were filed in its application

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for registration shall file a report covering the resulting interim period not more than 120 days after the close of the interim period or after the date of the determination to change the fiscal closing date, whichever is later.

(6) Every issuer having securities registered pursuant to an application on Form 8-B shall file an interim report for the period, if any, between the close of the fiscal year covered by the last annual report of its predecessor or predecessors and the beginning of the first fiscal year of the registrant subsequent to the succession. The report shall be filed within 120 days after the close of the period. It shall include information regarding the predecessor or predecessors from the close of the most recent fiscal year prior to the succession as if such predecessor or predecessors were the registrant. The financial statements filed with the report shall give effect to the operations of, and transactions by the predecessor or predecessors during the period as if they were the registrant. A statement that effect has been given to such operations and transactions shall be made in a note or otherwise. Separate financial statements for the predecessor or predecessors need not be filed.

(c) A report pursuant to this rule shall be filed on the form appropriate for annual reports of the issuer and shall clearly indicate the period covered. If the report covers an interim period of less than 6 months, the financial statements filed therewith need not be certified but, if they are not certified, the issuer shall file with its next annual report certified financial statements covering the interim period.

(d) Notwithstanding the foregoing, a separate report need not be filed for any period of less than 3 months if the annual report of the issuer or predecessor for the preceeding fiscal year or the annual report of the issuer for the succeeding fiscal year covers the interim period as well as the fiscal year. In such case balance sheets need be furnished only as of the close of the entire period but all other financial statements, including balance sheet schedules, shall be filed separately for both periods.

Rule X-13A-11. Current Reports on Form 8-K.

(a) Except as provided in paragraph (b), every registrant subject to Rule X-13A-1 shall file a current report on Form 8-K within ten days after the close of any month during which any of the events specified in that form occurs, unless substantially the same information as that required by Form 8-K has been previously reported by the registrant.

(b) This rule shall not apply to issuers having securities registered on a national securities exchange pursuant to an application on Form

18, 19, 20 or 21, or to investment companies required to file quarterly reports pursuant to Rule X-13A-12.

Rule X-13A-12. Quarterly Reports of Investment Companies.

Every investment company registered under the Investment Company Act of 1940 which has securities listed and registered on a national securities exchange and for which a quarterly report form is prescribed shall file a quarterly report, on the appropriate form prescribed therefor, for each fiscal quarter for which it is required to file a quarterly report pursuant to Section 30 (b) (1) of the Investment Company Act of 1940.

Rule X-13B-1. Carriers and Other Persons Subject to Federal Regulation.

(a) If a person's methods of accounting are prescribed under any law of the United States or any rules and regulations thereunder, the requirements imposed by such law or rules and regulations shall supersede the requirements prescribed by the rules and regulations of the Commission with respect to the same subject matter, insofar as the latter are inconsistent with the former.

(b) Carriers reporting under Section 20 of the Interstate Commerce Act, as amended, and carriers required by any other law of the United States to make reports of the same general character as those required under Section 20, may file duplicate copies of the reports filed pursuant to such Acts in lieu of any reports, information or documents required by the rules and regulations of the Commission in regard to the same subject matter.