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REPORTS OF DIRECTORS, OFFICERS, AND PRINCIPAL

STOCKHOLDERS

Rule X-16A-1. Reports Under Section 16 (a).

(a) None of the reports provided for in section 16 (a) need be made except as provided in this rule.

(6) Rule for the use of form 4.—Every person who at any time during any month has been directly or indirectly the beneficial owner of more than 10 percent of any class of any equity security (other than an exempted security) which is listed on a national securities exchange, or a director or an officer of the issuer of such security, shall, if there has been any change during such month in this ownership of any equity security of such issuer, whether registered or not, file with each exchange on which any equity security of the issuer is listed and registered a statement on form 4 (and a single duplicate original thereof with the Commission) indicating his ownership at the close of the calendar month and such changes in his ownership as have occurred during such calendar month. Such statements must be received by the Commission and the exchange on or before the tenth day of the month following that which they cover.

(c) Rule for the use of form 5.—In the case of an equity security (other than an exempted security) which is listed subsequent to February 15, 1935, on a national securities exchange, every person who at the time such registration becomes effective is directly or indirectly the beneficial owner of more than 10 percent of any class of such security or a director or an officer of the issuer of such security, shall file with each exchange on which any equity security of the issuer is listed and registered a statement on form 5 (and a single duplicate original thereof with the Commission) of the amount of all equity securities of such issuer, whether registered or not, so beneficially owned by him at the time such registration became effective. Such statement must be received by the Commission and the exchange on or before the tenth day of the following calendar month. If such person files a statement pursuant to paragraph (6) of this rule for the same calendar month in respect of the same securitie. he need not file an additional statement pursuant to this paragi

(d) Rule for the use of form 6.—Every person who h directly or indirectly the beneficial owner of more than 10 of any class of any equity security (other than an exempted : which is listed on a national securities exchange, o

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director or an officer of the issuer of such security, shall file with each exchange on which any equity security of the issuer is listed and registered a statement on form 6 (and a single duplicate original thereof with the Commission) of the amount of all equity securities of such issuer, whether registered or not, so beneficially owned by him immediately after becoming such beneficial owner, director, or officer. Such statement must be received by the Commission and the exchange on or before the tenth day following the day on which such person became such beneficial owner, director, or officer. Such person need not file the statement required by this paragraph, if prior to such tenth day and during the calendar month in which he has become such beneficial owner, director, or officer, there has been a change in his beneficial ownership which will require him to file a statement pursuant to paragraph (6) of this rule with respect to the same securities.

(e) With respect to any officer, director, or beneficial owner of more than 10 percent of any class of registered equity security, who is not resident within any of the 48 states of the United States or the District of Columbia, or is physically absent therefrom at the time when reports are required, reports shall, for the purpose of the other provisions of this rule, be considered to have been properly made when they are placed in the mails.

(f) Notwithstanding the provisions of the preceding paragraphs of this rule, any issuer which has equity securities listed on more than one national securities exchange may designate one such exchange as the only exchange with which reports pursuant to this rule need be filed. Such designation may be made by filing a written statement of designation with the Commission and with each national securities exchange on which any equity security of the issuer is listed. After the filing of such statement the securities of such issuer shall be exempted with respect to the filing of reports pursuant to this rule with any exchange other than the designated exchange.

(9) Notwithstanding the provisions of the preceding paragraphs of this rule, if a person has filed a statement of his beneficial ownership on form 4, form 5, or form 6, and has reported all subsequent changes in his beneficial ownership with the respect to all equity securities of the same issuer, such person need not file an additional statement pursuant to paragraphs (c) or (d) of this rule.

(h) For the purposes of this rule the acquisition or disposition of any transferable option, put, call, spread, or straddle shall be deemed such a change in the beneficial ownership of the security to which such privilege relates as to require the filing of a report reflecting the

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acquisition or disposition of such privilege. Nothing in this subparagraph, however, shall exempt any person from filing the reports required upon the exercise of such option, put, call, spread, or straddle. Rule X-16A-2. Ownership of More Than 10 Percent of an Equity

Security. In determining, for the purpose of Rule X-16A-1, whether a person is the beneficial owner, directly or indirectly, of more than 10 percent of any class of any listed equity security, such class shall be deemed to consist of the amount of such class which has been issued, regardless of whether any part of such amount is not listed or registered or is held by or for the account of the issuer; except that for the purpose of determining the percentage of ownership of voting trust certificates or certificates of deposit for equity securities, the class of voting trust certificates or certificates of deposit shall be deemed to consist of the entire amount of voting trust certificates or cerificates of deposit issuable in respect of the class of equity securities which may be deposited under the voting trust agreement or deposit agreement in question, whether or not all of such class has been so deposited. Rule X-16A-3. Manner of Reporting Holdings and Changes in

Ownership Under Rule X-16A-1. (a) A person filing a report pursuant to Rule X-16A-1 otherwise than as the direct beneficial owner of any equity security shall specify the nature of his beneficial ownership of such security.

(6) A partner who is required under Rule X-16A-1 to report in respect

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any equity security owned by the partnership shall include in his report the entire amount of such equity security owned by the partnership. He may, if he so elects, disclose the extent of his interest in the partnership and the partnership transactions.

(c) Reports filed pursuant to Rule X-16A-1 may contain any relevant explanatory matter.

(d) A person filing a report pursuant to Rule X-16A-1 may expressly declare therein that such filing shall not be construed as an admission that the person filing such a report is, for the purpose of section 16, the beneficial owner of any equity security covered by the report. Rule X-16A-4. Exemptions From Sections 16 (a) and 16 (b).

(a) During the period of twelve months following their appointment and qualification, securities held by the following persons shall be exempt from sections 16 (a) and 16 (b):

(1) Executors or administrators of the estate of a decedent; (2) Guardians or Committees for an incompetent; and

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(3) Receivers, trustees in bankruptcy, assignees for the benefit of creditors, conservators, liquidating agents, and other similar persons duly authorized by law to administer the estate

or assets of other persons. After the 12 month period following their appointment or qualification the foregoing persons shall be required to file reports with respect to the securities held by the estates which they administer under section 16 (a) and shall be liable for profits realized from trading in such securities pursuant to section 16 (b) only when the estate being administered is a beneficial owner of more than 10 per cent of any class of equity security (other than an otherwise exempted security) which is listed on a national securities exchange.

(6) Securities reacquired by or for the account of an issuer and held by it for its account shall be exempt from sections 16 (a) and 16 (b) during the time they are held by the issuer. Rule X-16A-5. Exemption From Section 16 of Securities Pur

chased or Sold by Odd-Lot Dealers. Securities purchased or sold by an odd-lot dealer (1) in odd lots so far as reasonably necessary to carry on odd-lot transactions or (2) in round lots to offset odd-lot transactions previously or simultaneously executed or reasonably anticipated in the usual course of business, shall be exempt from the provisions of section 16, with respect to participation by such odd-lot dealer in such transactions. Rule X-16A-6. Exemption From Section 16 (a) of Securities as

To Which Reports Are Required Under Holding Company

Act. Securities issued by a company which is registered as a holding company under the Public Utility Holding Company Act of 1935, or by subsidiary companies thereof (as defined in section 2 (a) (8) of said Act), shall be exempt from the provisions of section 16 (a) of the Securities Exchange Act of 1934 as regards the duty of any officer or director of such holding company to file any reports with respect to ownership and changes in ownership of such securities with the Commission and with any national securities exchange, regardless of whether such officer or director is the beneficial owner of more than 10 percent of any class of such security. Rule X-16A-7. Use of Investment Company Act Form.

Separate reports need not be filed to comply with section 30 (f) of the Investment Company Act of 1940 and section 16 (a) of the Securities Exchange Act of 1934. A single report containing the information required under section 30 (f) of the Investment Com

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pany Act of 1940 will be regarded as filed under both Acts. To comply with that part of section 16 (a) requiring reports to be filed with national securities exchanges, a duplicate original of the same report may be filed with such exchanges or with the exchange designated under Rule X-16A-1 (f). Rule X-16A-8. Ownership of Securities Held in Trust.

(a) Beneficial ownership of a security for the purpose of section 16 (a) shall include:

(1) the ownership of securities as a trustee where either the trustee or members of his immediate family have a vested interest in the income or corpus of the trust,

(2) the ownership of a vested beneficial interest in a trust, and

(3) the ownership of securities as a settlor of a trust in which the settlor has the power to revoke the trust without obtaining

the consent of all the beneficiaries; (6) Except as provided in paragraph (c) hereof, beneficial ownership of securities solely as a settlor or beneficiary of a trust shall be exempt from the provisions of section 16 (a) where less than twenty percent in market value of the securities having a readily ascertainable market value held by such trust, determined as of the end of the preceding fiscal year of the trust, consists of equity securities with respect to which reports would otherwise be required. Exemption is likewise accorded from section 16 (a) with respect to any obligation which would otherwise be imposed solely by reason of ownership as settlor or beneficiary of securities held in trust, where the ownership, acquisition, or disposition of such securities by the trust is made without prior approval by the settlor or beneficiary. No exemption pursuant to this subsection shall, however, be acquired or lost solely as a result of changes in the value of the trust assets during any fiscal year or during any time when there is no transaction by the trust in the securities otherwise subject to the reporting requirements of section 16 (a).

(c) In the event that ten percent of any class of any equity security (other than an exempted security) which is registered on a national securities exchange is held in a trust, that trust and the trustees thereof as such shall be deemed a person required to file the reports specified in section 16 (a) of the Act.

(d) Not more than one report need be filed to report any holdings or with respect to any transaction in securities held by a trust, regardless of the number of officers, directors or ten percent stockholders who

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