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1774

Form S-1

Signatures

those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering."

C. The following undertaking, with appropriate modifications to suit the particular case, shall be included in the registration statement if the securities being registered are to be offered at competitive bidding:

"The undersigned registrant hereby undertakes to file an amendment to the registration statement reflecting the results of bidding, the terms of the reoffering and related matters to the extent required by the applicable form, not later than the first use, authorized by the registrant after the opening of bids, of a prospectus relating to the securities offered at competitive bidding, unless no further public offering of such securities by the registrant and no reoffering of such securities by the purchasers is proposed to be made."

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of

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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

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Instructions. 1. The registration statement shall be signed by the registrant, its principal executive officer or officers, its principal financial officer, its controller or principal accounting officer and by at least the majority of the board of directors or persons performing similar functions. If the registrant is a foreign person, the registration statement shall also be signed by its authorized representative in the United States.

2. The name of each person who signs the registration statement shall be typed or printed beneath his signature. Any person who occupies more than one of the specified positions shall indicate each capacity in which he signs the registration statement.

Instructions as to
Financial Statements

Form S-1

1775

INSTRUCTIONS AS TO FINANCIAL STATEMENTS

These instructions specify the financial statements required to be filed as a part of a registration statement on this form. Regulation S-X governs the certification, form and content of such financial statements, including the basis of consolidation, and prescribes the statements of retained earnings and other additional capital and the schedules to be filed in support thereof. Item 21(a) above specifies the statements which are to be included in the prospectus. Attention is directed to Rule 411(b) regarding incorporation by reference of financial statements. A. THE REGISTRANT

1. Balance Sheets of the Registrant.

(a) The registrant shall file a balance sheet as of a date within 90 days prior to the date of filing the registration statement. This balance sheet need not be certified. If all of the following conditions exist, this balance sheet may, however, be as of a date within six months prior to the date of filing.

(1) The registrant files annual and other reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934;

(2) The total assets of the registrant and its subsidiaries, as shown by the latest consolidated balance sheet filed, less any valuation or qualifying reserves, amount to $5,000,000 or more, exclusive of intangibles; and

(3) No long-term debt of the registrant is in default as to principal, interest or sinking fund provisions.

(b) If the balance sheet required by paragraph (a) is not certified, there shall be filed in addition a certified balance sheet as of a date within one year unless the fiscal year of the registrant has ended within 90 days prior to the date of filing, in which case the certified balance sheet may be as of the end of the preceding fiscal year.

2. Profit and Loss and Source and Application of Funds Statements of the Registrant.

The registrant shall file profit and loss and source and application of funds statements for each of the three fiscal years preceding the date of the latest balance sheet filed and for the period, if any, between the close of the latest of such fiscal years and the date of the latest balance sheet filed. These statements shall be certified up to the date of the latest certified balance sheet filed.

3. Omission of Registrant's Statements in Certain Cases.

Notwithstanding Instructions 1 and 2, the individual financial statements of the registrant may be omitted if (1) consolidated statements of the registrant and one or more of its subsidiaries are filed, (2) the conditions specified in either of the following paragraphs are met, and (3) the Commission is advised as to the reasons for such omission.

1776

Form S-1

Instructions us Financial Statements

(a) The registrant is primarily an operating company and all subsidiaries included in the consolidated financial statements filed are totally-held subsidiaries; or

(b) The registrant's total assets, exclusive of investments in and advances to the consolidated subsidiaries, constitute 85% or more of the total assets shown by the consolidated balance sheets filed and the registrant's total gross revenues for the period for which its profit and loss statements would be filed, exclusive of interest and dividends received from the consolidated subsidiaries, constitute 85% or more of the total gross revenue shown by the consolidated profit and loss statements filed.

B. CONSOLIDATED STATEMENTS

4. Consolidated Balance Sheets.

There shall be filed a consolidated balance sheet of the registrant and its subsidiaries as of the same date as each balance sheet of the registrant filed pursuant to Instruction 1. The consolidated balance sheet shall be certified if the registrant's balance sheet as of the same date is certified. If the registrant's balance sheets are omitted pursuant to Instruction 3, the consolidated balance sheets filed shall be as of the same dates as the balance sheets of the registrant would be required and shall be certified if the corresponding balance sheet of the registrant would be required to be certified.

5. Consolidated Profit and Loss and Source and Application of Funds Statements.

There shall be filed consolidated profit and loss and source and application of funds statements of the registrant and its subsidiaries for each of the three fiscal years preceding the date of the latest consolidated balance sheet filed and for the period, if any, between the close of the latest of such fiscal years and the date of the latest consolidated balance sheet filed. These statements shall be certified up to the date of the latest related certified consolidated balance sheet filed.

C. UNCONSOLIDATED SUBSIDIARIES AND OTHER PERSONS

6. Unconsolidated Subsidiaries.

(a) Subject to Rule 4-03 of Regulation S-X regarding group statements of unconsolidated subsidiaries, there shall be filed for each majority-owned sub sidiary of the registrant not consolidated the financial statements which would be required if the subsidiary were itself a registrant. Insofar as practicable, these financial statements shall be as of the same date or for the same periods as those of the registrant.

(b) If it is impracticable to file a balance sheet of any unconsolidated subsidiary as of a date within 90 days prior to the date of filing, there may be filed in lieu thereof a certified balance sheet of the subsidiary as of the end of its latest annual or semi-annual fiscal period preceding the date of filing the registration statement, for which it is practicable to do so.

Instructions as to

Financial Statements

7. Fifty-Percent-Owned Persons.

Form S-1

1777

If the registrant owns, directly or indirectly, approximately 50 percent of the voting securities of any person and approximately 50 percent of the voting securities of such person is owned, directly or indirectly, by another single interest, there shall be filed for each such person the financial statements which would be required if it were a registrant. The statements filed for each such person shall identify the other single interest.

8. Omission of Statements in Certain Cases.

Notwithstanding Instructions 6 and 7, there may be omitted from the registration statement all financial statements of any one or more unconsolidated subsidiaries or 50-percent-owned persons if all such subsidiaries and 50-percent-owned persons for which statements are so omitted, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary.

9. Affiliates Whose Securities Secure an Issue Being Registered.

(a) For each affiliate, securities of which constitute or are to constitute a substantial portion of the collateral securing any class of securities being registered, there shall be filed the financial statements that would be required if the affiliate were a registrant.

(b) For the purposes of this instruction, securities of a person shall be deemed to constitute a substantial portion of collateral if the aggregate principal amount, par value, or book value as shown by the books of the registrant, or market value, whichever is the greatest, of such securities equals 20 percent or more of the principal amount of the class secured thereby.

D., SPECIAL PROVISIONS

10. Reorganization of Registrant.

(a) If during the period for which its profit and loss statements are required, the registrant has emerged from a reorganization in which substantial changes occurred in its asset, liability, capital stock, surplus or reserve accounts, a brief explanation of such changes shall be set forth in a note or supporting schedule to the balance sheets filed.

(b) If the registrant is about to emerge from such a reorganization, there shall be filed, in addition to the balance sheets of the registrant otherwise required, balance sheet giving effect to the plan of reorganization. These balance sheets shall be set forth in such form, preferably columnar, as will show in related manner the balance sheet of the registrant prior to the reorganization, the changes to be effected in the reorganization and the balance sheet of the registrant after giving effect to the plan of reorganization. By a footnote or otherwise a brief explanation of the changes shall be given.

1778

Form S-1

Instructions as to Financial Statements

11. Succession to Other Businesses.

(a) If during the period for which its profit and loss statements are required, the registrant has by merger, consolidation or otherwise succeeded to one or more businesses, the additions, eliminations and other changes effected in the succession shall be appropriately set forth in a note or supporting schedule to the balance sheets filed. In addition, profit and loss statements for each constituent business, or combined statements if appropriate, shall be filed for such period prior to the succession as may be necessary when added to the time, if any, for which profit and loss statements after the succession are filed to cover the equivalent of the period specified in Instructions 2 and 5 above.

(b) If the registrant by merger, consolidation or otherwise is about to succeed to one or more businesses, there shall be filed for the constituent businesses financial statements, combined if appropriate, which would be required if they were registering securities under the Act. In addition, there shall be filed a balance sheet of the registrant giving effect to the plan of succession. These balance sheets shall be set forth in such form, preferably columnar, as will show in related manner the balance sheets of the constituent businesses, the changes to be effected in the succession and the balance sheet of the registrant after giving effect to the plan of succession. By a footnote or otherwise, a brief explanation of the changes shall be given.

(c) This instruction shall not apply with respect to the registrant's succession to the business of any totally-held subsidiary or to any acquisition of a business by purchase.

12. Acquisition of Other Businesses.

(a) There shall be filed for any business directly or indirectly acquired by the registrant after the date of the latest balance sheet filed pursuant to Part A or B above and for any business to be directly or indirectly acquired by the registrant, the financial statements which would be required if such business were a registrant.

(b) The acquisition of securities shall be deemed to be the acquisition of a business if such securities give control of the business or combined with securities already held give such control. In addition, the acquisition of securities which will extend the registrant's control of a business shall be deemed the acquisition of the business if any of the securities being registered hereunder are to be offered in exchange for the securities to be acquired.

(c) No financial statements need be filed, however, for any business acquired or to be acquired from a totally-held subsidiary. In addition, the statements of any one or more businesses may be omitted if such businesses, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary, provided that the statements of any business may not be omitted where any of the securities being registered are to be offered in exchange for securities representing such business.

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