Rule 13d-1. Filing of Schedule 13D

Any person who, after acquiring directly or indirectly the beneficial ownership of any equity security of a class which is registered pursuant to section 12 of the Act, or any equity security issued by a closed-end investment company registered under the Investment Company Act of 1940, is directly or indirectly the beneficial owner of more than 10 per centum of such class shall, within 10 days after such acquisition, send to the issuer of the security at its principal executive office, by registered or certified mail, send to each exchange where the security is traded, and file with the Commission, a statement containing the information required by Schedule 13D. Eight copies of the statement shall be filed with the Commission.

(Adopted July 30, 1968, Release 34-8370, eff. July 30, 1968; amended, Aug. 30, 1968, Release 34-8392, eff. amended, Mar. 24, Release 34-8556, eff. Apr. 1, 1969.)

Rule 13d-2. Filing of Amendments

If any material change occurs in the facts set forth in the statement required by Rule 13d-1, the person who filed such statement shall promptly file with the Commission and send to the issuer and the exchange an amendment disclosing such change. Eight copies of each such amendment shall be filed with the Commission.

(Adopted July 30, 1968, Release 34-8370, eff. July 30, 1968; amended, Mar. 24, Release 34-8556, eff. Apr. 1, 1969.)

Rule 13d-3. Determination of Ownership of Specified Percentages of a Class of Equity Securities

In determining, for the purposes of section 13(d) or section 14(d), whether a person is directly or indirectly the beneficial owner of securities of any class, such person shall be deemed to be the beneficial owner of securities of such class

which such person has the right to acquire through the exercise of presently exercisable options, warrants or rights or through the conversion of presently convertible securities, or otherwise. The securities subject to such options, warrants, rights or conversion privileges held by a person shall be deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by such person but shall not be deemed to be outstanding for the purpose of computing the percentage of the class owned by any other person.

Adopted Aug. 30, 1968, Release 34-8392, eff. Aug. 30, 1968.)

Rule 13d-4. Exemption of Acquisitions
Pursuant to Pre-emptive Rights

An acquisition of securities of an issuer by a security holder who prior to such acquisition was the beneficial owner of more than 10 percent of the outstanding securities of the same class as those acquired shall be exempt from section 13(d) of the Act if the following conditions are met:

(a) The acquisition is made pursuant to preemptive subscription rights in an offering made to all holders of securities of the class to which the pre-emptive subscription rights pertain;

(b) The purchaser does not, through the exercise of such pre-emptive subscription rights, acquire more than his or its pro rata share of the securities offered; and

(c) The acquisition is duly reported pursuant to section 16(a) of the Act and the rule and regulations thereunder.

(Adopted effective Jan. 31, 1969, Release 34-8510.)

92-578 O 73-14 (2B)

Sched 13d-Item 6

Notes. A. The item numbers and captions of the items shall be included but the text of the items are to be omitted. The answers to the items shall be so prepared as to indicate clearly the coverage of the items without referring to the text of the items. Answer every item. If an item is inapplicable or the answer is in the negative, So state.

B. If the statement is filed by a partnership, limited partnership, syndicate, or other group, the information called for by Items 2 to 6, inclusive, shall be given with respect to (1) each partner or any partnership or limited partnership, (2) each member of such syndicate or group and (3) each person controlling such partner or member. If a person referred to in (1), (2) or (3) is a corporation or the statement is filed by a corporation, the information called for by the above-mentioned items shall be given with respect to each officer and director of such corporation and each person controlling such corporation.

Item 1. Security and Issuer

State the title of the class of equity securities to which this statement relates and the name and address of the issuer of such securities.

Item 2. Identity and Background

State the following with respect to the person filing this statement:

(a) Name and business address; (b) Residence address;

(c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is carried on;

(d) Material occupations, positions, offices or employments during the last 10 years, giving the starting and ending dates of each and the name, principal business and address of any business corporation or other organization in which each such occupation, position, office or employment was carried on; and

(e) Whether or not, during the last 10 years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, and penalty imposed, or other disposition of the case. A negative answer to this subitem need not be furnished to security holders.

Item 3. Source and Amount of Funds or Other Consideration

State the source and amount of funds or other consideration used or to be used in making the pur

chases, and if any part of the purchase price or proposed purchase price is represented or is to be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, or trading the securities, a description of the transaction and the names of the parties thereto.

Item 4. Purpose of Transaction

State the purpose or purposes of the purchase or proposed purchase of securities of the issuer. If the purpose or one of the purposes of the purchase or proposed purchase is to acquire control of the business of the issuer, describe any plans of proposals which the purchasers may have to liquidate the issuer, to sell its assets or to merge it with any other persons, or to make any other major change in its business or corporate structure, including, if the issuer is a registered closedend investment company, any plans or proposals to make any changes in its investment policy for which a vote would be required by section 13 of the Investment Company Act of 1940.

Item 5. Interest in Securities of the Issuer

State the number of shares of the security which are beneficially owned, and the number of shares concerning which there is a right to acquire, directly or indirectly, by (i) such persons, and (ii) each associate of such person, giving the name and address of each such associate. Furnish information as to all transactions in the class of securities to which this statement relates which were effected during the past 60 days by the person filing this statement and by its subsidiaries and their officers, directors and affiliated persons.

Item 6. Contracts, Arrangements, or Understandings With Respect to Securities of the Issuer

Furnish information as to any contracts, arrangements, or understandings with any person with respect to any securities of the issuer, including but not limited to transfer of any of the securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or guaranties of profits, division of losses or profits, or the giving or withholding of proxies, naming the persons with whom such con

tracts, arrangements, or understandings have been entered into, and giving the details thereof.

Item 7. Persons Retained, Employed or To Be Compensated

Where the Schedule 13D relates to a tender offer, or request or invitation for tenders, identify all persons and classes of persons employed, retained or to be compensated by the person filing this Schedule 13D, or by any person on his behalf, to make solicitations or recommendations to security holders and describe briefly the terms of such employment, retainer or arrangement for compensation.

Item 8. Material To Be Filed as Exhibits

Copies of all requests or invitations for tenders or advertisements making a tender offer or requesting or inviting tenders, additional material soliciting or requesting such tender offers, solicitations or recommendations to the holders of the security to accept or reject a tender offer or request or invitation for tenders shall be filed as an exhibit.

If the statement is signed on behalf of a person by an authorized representative, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement.

(Schedule 18D adopted, eff. July 30, 1968, Release 34-8370. Items 4 and 5 amended Aug. 30, 1988, 34-8392.) Rule 13e-1. Purchase of Securities by Issuer Thereof

When a person other than the issuer makes a tender offer for, or request or invitation for tenders of, any class of equity securities of an issuer subject to section 18(e) of the Act, and such person has filed a statement with the Commission pursuant to Rule 14d-1 and the issuer has received

notice thereof, such issuer shall not thereafter, during the period such tender offer, request or invitation continues, purchase any equity securities of which it is the issuer unless it has complied with both of the following conditions:

(a) The issuer has filed with the Commission eight copies of a statement containing the information specified below with respect to the proposed purchases:

(1) The title and amount of securities to be purchased, the names of the persons or classes of persons from whom, and the market in which, the securities are to be purchased, including the name of any exchange on which the purchase is to be made;

(2) The purpose for which the purchase is to be made and whether the securities are to be retired, held in the treasury of the issuer or otherwise disposed of, indicating such disposition; and

(8) The source and amount of funds or other consideration used or to be used in making the purchases, and if any part of the purchase price or proposed purchase price is represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, or trading the securities, a description of the transaction and the names of the parties thereto; and

(b) The issuer has at any time within the past 6 months sent or given to its equity security holders the substance of the information contained in the statement required by paragraph (a).

Provided, however, That any issuer making such purchases which commenced prior to July 30, 1968, shall, if such purchases continue after such date, comply with the provisions of this rule on or before August 12, 1968.

(Adopted July 30, 1968, Release 34-8370, eff. July 30, 1968; amended introductory para, and para. (a) (3), Aug. 30, Release 34-8392, eff. Aug. 30, 1968; amended, Mar. 24, Release 34-8556, eff. Apr. 1, 1969.)

Rule 14d-1. Filing Schedule 13D and Furnishing of Information to Security Holders

(a) No person, directly or indirectly, by use of the mails or by any means or instrumentality of interstate commerce or of any facility of a national securities exchange or otherwise, shall make a tender offer for, or a request or invitation for tenders of, any class of any equity security which is registered pursuant to section 12 of the Act, or any equity security issued by a closed-end investment company registered under the Investment Company Act of 1940, if, after consummation thereof, such person would, directly or indirectly, be the beneficial owner of more than 10 per centum of such class, unless, at the time copies of the offer or request or invitation are first published or sent or given to security holders, such person has filed with the Commission a statement containing the information and exhibits required by Schedule 13D: Provided, however, That any person making a tender offer for or a request or invitation for tenders which commenced prior to July 30, 1968, shall, if such offer, request or invitation continues after such date, file the statement required by this rule on or before August 12, 1968.

(b) If any material change occurs in the facts set forth in the statement required by paragraph (a) of this rule, the person who filed such statement shall promptly file with the Commission an amendment disclosing such change.

(c) All tender offers for, or requests or invitations for tenders of, securities published or sent or given to the holders of such securities shall include the following information:

(1) The name of the person making the tender offer, request or invitation;

(2) The exact dates prior to which, and after which, security holders who deposit their securities will have the right to withdraw their securities pursuant to section 14 (d) (5) of the Act, or otherwise;

(3) If the tender offer or request or invitation for tenders is for less than all of the outstanding securities of the class and the person making the offer, request or invitation is not obligated to purchase all of the securities tendered, the date of ex

piration of the period during which the securities will be taken up pro rata pursuant to section 14(d) (6), or otherwise; and

(4) The information required by Items 2 (a), (c), and (e), 3, 4, 5, and 6 of Schedule 13D, or a fair and adequate summary thereof.

(d) Any additional material soliciting or requesting such tender offers subsequent to the initial solicitation or request shall contain the name of the persons making such solicitation or request and the information required by Items 2 (a), (c), and (e), 3, 4, 5, and 6 of Schedule 13D, or a fair and adequate summary thereof: Provided, however, That such material may omit any of such information previously furnished to the persons solicited or requested for tender offers. Copies of such additional material soliciting or requesting such tender offers shall be filed with the Commission not later than the time copies of such material are first published or sent or given to security holders.

(e) Eight copies of the statement required by paragraph (a), every amendment to such statement, and all other materi al required by this rule, shall be filed with the Commission.

(Adopted, July 30, Release 34-3870, eff. July 30, 1968; amended para. (c), Aug. 30, Release 34-8392, eff. Aug. 30, 1968; amended, Mar. 24, Release 34-8556, eff. Apr. 1, 1969.)

Rule 14d-2. Certain Communications to Which Rules Do Not Apply

The rules contained in this regulation do not apply to the following communications:

(a) Offers to purchase securities made in connection with a distribution of securities permitted by Rule 10b-6, 10b-7 or 10b-8.

(b) The call or redemption of any security in accordance with the terms and conditions of the governing instruments.

(c) Offers to purchase securities evidenced by a script certificate, order form or similar document which represents a fractional interest in a share of stock or similar security.

(d) Offers to purchase securities pursuant to a statutory procedure for the purchase of dissenting shareholders' securities.

(e) The furnishing of information and advice regarding a tender offer to customers or clients