[Code of Federal Regulations]
[Title 17, Volume 2]
[Revised as of April 1, 2001]
From the U.S. Government Printing Office via GPO Access
[CITE: 17CFR229.201]

[Page 359-361]
 
              TITLE 17--COMMODITY AND SECURITIES EXCHANGES
 
             CHAPTER II--SECURITIES AND EXCHANGE COMMISSION
 
 PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975--REGULATION S-K--Table of Contents
 
              Subpart 229.200--Securities of the Registrant
 
Sec. 229.201  (Item 201) Market price of and dividends on the registrant's common equity and related stockholder matters.


    (a) Market information. (1)(i) Identify the principal United States 
market or markets in which each class of the registrant's common equity 
is being traded. Where there is no established public trading market for 
a class of common equity, furnish a statement to that effect. For 
purposes of this Item the existence of limited or sporadic quotations 
should not of itself be deemed to constitute an ``established public 
trading market.'' In the case of foreign registrants, also identify the 
principal established foreign public trading market, if any, for each 
class of the registrant's common equity.
    (ii) If the principal United States market for such common equity is 
an exchange, state the high and low sales prices for the equity for each 
full quarterly period within the two most recent fiscal years and any 
subsequent interim period for which financial statements are included, 
or are required to be included by Article 3 of Regulation S-X [17 CFR 
210], as reported in the consolidated transaction reporting system or, 
if not so reported, as reported on the principal exchange market for 
such equity.
    (iii) If the principal United States market for such common equity 
is not an exchange, state the range of high and low bid information for 
the equity for each full quarterly period within the two most recent 
fiscal years and any subsequent interim period for which financial 
statements are included, or are required to be included by Article 3 of 
Regulation S-X, as regularly quoted in the automated quotation system of 
a registered securities association, or where the equity is not quoted 
in such a system, the range of reported high and low bid quotations, 
indicating the source of such quotations. Indicate, as applicable, that 
such over-the-counter market quotations reflect inter-dealer prices,

[[Page 360]]

without retail mark-up, mark-down or commission and may not necessarily 
represent actual transactions. Where there is an absence of an 
established public trading market, reference to quotations shall be 
qualified by appropriate explanation.
    (iv) Where a foreign registrant has identified a principal 
established foreign trading market for its common equity pursuant to 
paragraph (a)(1) of this Item, also provide market price information 
comparable, to the extent practicable, to that required for the 
principal United States market, including the source of such 
information. Such prices shall be stated in the currency in which they 
are quoted. The registrant may translate such prices into United States 
currency at the currency exchange rate in effect on the date the price 
disclosed was reported on the foreign exchange. If the primary United 
States market for the registrant's common equity trades using American 
Depositary Receipts, the United States prices disclosed shall be on that 
basis.
    (v) If the information called for by this Item is being presented in 
a registration statement filed pursuant to the Securities Act or a proxy 
or information statement filed pursuant to the Exchange Act, the 
document also shall include price information as of the latest 
practicable date, and, in the case of securities to be issued in 
connection with an acquisition, business combination or other 
reorganization, as of the date immediately prior to the public 
announcement of such transaction.
    (2) If the information called for by this paragraph (a) is being 
presented in a registration statement on Form S-1 (Sec. 239.11 of this 
chapter) or Form SB-2 (Sec. 239.28 of this chapter) under the Securities 
Act or on Form 10 and Form 10-SB (Sec. 249.210 of this chapter) under 
the Exchange Act relating to a class of common equity for which at the 
time of filing there is no established United States public trading 
market, indicate the amount(s) of common equity (i) that is subject to 
outstanding options or warrants to purchase, or securities convertible 
into, common equity of the registrant; (ii) that could be sold pursuant 
to Rule 144 under the Securities Act [Sec. 230.144 of this chapter] or 
that the registrant has agreed to register under the Securities Act for 
sale by security holders; or (iii) that is being, or has been publicly 
proposed to be, publicly offered by the registrant (unless such common 
equity is being offered pursuant to an employee benefit plan or dividend 
reinvestment plan), the offering of which could have a material effect 
on the market price of the registrant's common equity.
    (b) Holders. (1) Set forth the approximate number of holders of each 
class of common equity of the registrant as of the latest practicable 
date.
    (2) If the information called for by this paragraph (b) is being 
presented in a registration statement filed pursuant to the Securities 
Act or a proxy statement or information statement filed pursuant to the 
Exchange Act that relates to an acquisition, business combination or 
other reorganization, indicate the effect of such transaction on the 
amount and percentage of present holdings of the registrant's common 
equity owned beneficially by (i) any person (including any group as that 
term is used in section 13(d)(3) of the Exchange Act) who is known to 
the registrant to be the beneficial owner of more than five percent of 
any class of the registrant's common equity and (ii) each director and 
nominee and (iii) all directors and officers as a group, and the 
registrant's present commitments to such persons with respect to the 
issuance of shares of any class of its common equity.
    (c) Dividends. (1) State the frequency and amount of any cash 
dividends declared on each class of its common equity by the registrant 
for the two most recent fiscal years and any subsequent interim period 
for which financial statements are required to be presented by 
Sec. 210.3 of Regulation S-X. Where there are restrictions (including, 
where appropriate, restrictions on the ability of registrant's 
subsidiaries to transfer funds to the registrant in the form of cash 
dividends, loans or advances) that currently materially limit the 
registrant's ability to pay such dividends or that the registrant 
reasonably believes are likely to limit materially the future payment of 
dividends

[[Page 361]]

on the common equity so state and either (i) describe briefly (where 
appropriate quantify) such restrictions, or (ii) cross reference to the 
specific discussion of such restrictions in the Management's Discussion 
and Analysis of financial condition and operating results prescribed by 
Item 303 of Regulation S-K (Sec. 229.303) and the description of such 
restrictions required by Regulation S-X in the registrant's financial 
statements.
    (2) Where registrants have a record of paying no cash dividends 
although earnings indicate an ability to do so, they are encouraged to 
consider the question of their intention to pay cash dividends in the 
foreseeable future and, if no such intention exists, to make a statement 
of that fact in the filing. Registrants which have a history of paying 
cash dividends also are encouraged to indicate whether they currently 
expect that comparable cash dividends will continue to be paid in the 
future and, if not, the nature of the change in the amount or rate of 
cash dividend payments.

Instructions to Item 201: 1. Registrants, the common equity of which is 
listed for trading on more than one securities exchange registered under 
the Exchange Act, are required to indicate each such exchange pursuant 
to paragraph (a)(1)(i) of this Item; such registrants, however, need 
only report one set of price quotations pursuant to paragraph (a)(1)(ii) 
of this Item; where available, these shall be the prices as reported in 
the consolidated transaction reporting system and, where the prices are 
not so reported, the prices on the most significant (in terms of volume) 
securities exchange for such shares.
    2. Market prices and dividends reported pursuant to this Item shall 
be adjusted to give retroactive effect to material changes resulting 
from stock dividends, stock splits and reverse stock splits.
    3. The computation of the approximate number of holders of 
registrant's common equity may be based upon the number of record 
holders or also may include individual participants in security position 
listings. See Rule 17Ad-8 under the Exchange Act. The method of 
computation that is chosen shall be indicated.
    4. If the registrant is a foreign issuer, describe briefly:
    A. Any governmental laws, decrees or regulations in the country in 
which the registrant is organized that restrict the export or import of 
capital, including, but not limited to, foreign exchange controls, or 
that affect the remittance of dividends or other payments to nonresident 
holders of the registrant's common equity; and
    B. All taxes, including withholding provisions, to which United 
States common equity holders are subject under existing laws and 
regulations of the foreign country in which the registrant is organized. 
Include a brief description of pertinent provisions of any reciprocal 
tax treaty between such foreign country and the United States regarding 
withholding. If there is no such treaty, so state.
    5. If the registrant is a foreign private issuer whose common equity 
of the class being registered is wholly or partially in bearer form, the 
response to this Item shall so indicate together with as much 
information as the registrant is able to provide with respect to 
security holdings in the United States. If the securities being 
registered trade in the United States in the form of American Depositary 
Receipts or similar certificates, the response to this Item shall so 
indicate together with the name of the depositary issuing such receipts 
and the number of shares or other units of the underlying security 
representing the trading units in such receipts.

(Secs. 6, 7, 8, 10, 19(a), 48 Stat. 78, 79, 81, 85; secs. 205, 209, 48 
Stat. 906, 908; sec. 301, 54 Stat. 857; sec. 8, 68 Stat. 685; sec. 1, 79 
Stat. 1051; sec. 308(a)(2), 90 Stat. 57; secs. 12, 13, 15(d), 23(a), 48 
Stat. 892, 894, 895, 901; secs. 1, 3, 8, 49 Stat. 1375, 1377, 1379; sec. 
203(a), 49 Stat. 704; sec. 202, 68 Stat. 686; secs. 3, 4, 6, 78 Stat. 
565-568, 569, 570-574; secs. 1, 2, 82 Stat. 454; sec. 28(c), 84 Stat. 
1435; secs. 1, 2, 84 Stat. 1497; sec. 105(b), 88 Stat. 1503; secs. 8, 9, 
10, 18, 89 Stat. 117, 118, 119, 155; sec. 308(b), 90 Stat. 57; secs. 
202, 203, 204, 91 Stat. 1494, 1498, 1499, 1500; secs. 8 30, 31(c), 
38(a), 54 Stat. 803, 836, 838, 841; 74 Stat. 201; 84 Stat. 1415; 15 
U.S.C. 77f, 77g, 77h, 77j, 77s(a), 78l, 78m, 78o(d), 78w(a), 80a-8, 80a-
29, 80a-30(c), 80a-37(a))

[47 FR 11401, Mar. 16, 1982, as amended at 47 FR 25127, June 10, 1982; 
47 FR 54768, Dec. 6, 1982]