[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: 17CFR229.202]

[Page 361-365]
 
              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. 229.202  (Item 202) Description of registrant's securities.

    Note: If the securities being described have been accepted for 
listing on an exchange, the exchange may be identified. The document 
should not however, convey the impression that the registrant may apply 
successfully for listing of the securities on an exchange or that, in 
the case of an underwritten offering, the underwriters may request the 
registrant to apply for such listing, unless there is reasonable 
assurance that the securities to be offered will be acceptable to a 
securities exchange for listing.

    (a) Capital stock. If capital stock is to be registered, state the 
title of the

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class and describe such of the matters listed in paragraphs (a) (1) 
through (5) as are relevant. A complete legal description of the 
securities need not be given.
    (1) Outline briefly: (i) dividend rights; (ii) terms of conversion; 
(iii) sinking fund provisions; (iv) redemption provisions; (v) voting 
rights, including any provisions specifying the vote required by 
security holders to take action; (vi) any classification of the Board of 
Directors, and the impact of such classification where cumulative voting 
is permitted or required; (vii) liquidation rights; (viii) preemption 
rights; and (ix) liability to further calls or to assessment by the 
registrant and for liabilities of the registrant imposed on its 
stockholders under state statutes (e.g., to laborers, servants or 
employees of the registrant), unless such disclosure would be immaterial 
because the financial resources of the registrant or other factors make 
it improbable that liability under such state statues would be imposed; 
(x) any restriction on alienability of the securities to be registered; 
and (xi) any provision discriminating against any existing or 
prospective holder of such securities as a result of such security 
holder owning a substantial amount of securities.
    (2) If the rights of holders of such stock may be modified otherwise 
than by a vote of a majority or more of the shares outstanding, voting 
as a class, so state and explain briefly.
    (3) If preferred stock is to be registered, describe briefly any 
restriction on the repurchase or redemption of shares by the registrant 
while there is any arrearage in the payment of dividends or sinking fund 
installments. If there is no such restriction, so state.
    (4) If the rights evidenced by, or amounts payable with respect to, 
the shares to be registered are, or may be, materially limited or 
qualified by the rights of any other authorized class of securities, 
include the information regarding such other securities as will enable 
investors to understand such limitations or qualifications. No 
information need be given, however, as to any class of securities all of 
which will be retired, provided appropriate steps to ensure such 
retirement will be completed prior to or upon delivery by the registrant 
of the shares.
    (5) Describe briefly or cross-reference to a description in another 
part of the document, any provision of the registrant's charter or by-
laws that would have an effect of delaying, deferring or preventing a 
change in control of the registrant and that would operate only with 
respect to an extraordinary corporate transaction involving the 
registrant (or any of its subsidiaries), such as a merger, 
reorganization, tender offer, sale or transfer of substantially all of 
its assets, or liquidation. Provisions and arrangements required by law 
or imposed by governmental or judicial authority need not be described 
or discussed pursuant to this paragraph (a)(5). Provisions or 
arrangements adopted by the registrant to effect, or further, compliance 
with laws or governmental or judicial mandate are not subject to the 
immediately preceding sentence where such compliance did not require the 
specific provisions or arrangements adopted.
    (b) Debt securities. If debt securities are to be registered, state 
the title of such securities, the principal amount being offered, and, 
if a series, the total amount authorized and the total amount 
outstanding as of the most recent practicable date; and describe such of 
the matter listed in paragraphs (b) (1) through (10) as are relevant. A 
complete legal description of the securities need not be given. For 
purposes solely of this Item, debt securities that differ from one 
another only as to the interest rate or maturity shall be regarded as 
securities of the same class. Outline briefly:
    (1) Provisions with respect to maturity, interest, conversion, 
redemption, amortization, sinking fund, or retirement;
    (2) Provisions with respect to the kind and priority of any lien 
securing the securities, together with a brief identification of the 
principal properties subject to such lien;
    (3) Provisions with respect to the subordination of the rights of 
holders of the securities to other security holders or creditors of the 
registrant; where debt securities are designated as subordinated in 
accordance with Instruction 1 to this Item, set forth the aggregate

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amount of outstanding indebtedness as of the most recent practicable 
date that by the terms of such debt securities would be senior to such 
subordinated debt and describe briefly any limitation on the issuance of 
such additional senior indebtedness or state that there is no such 
limitation;
    (4) Provisions restricting the declaration of dividends or requiring 
the maintenance of any asset ratio or the creation or maintenance of 
reserves;
    (5) Provisions restricting the incurrence of additional debt or the 
issuance of additional securities; in the case of secured debt, whether 
the securities being registered are to be issued on the basis of 
unbonded bondable property, the deposit of cash or otherwise; as of the 
most recent practicable date, the approximate amount of unbonded 
bondable property available as a basis for the issuance of bonds; 
provisions permitting the withdrawal of cash deposited as a basis for 
the issuance of bonds; and provisions permitting the release or 
substitution of assets securing the issue; Provided, however, That 
provisions permitting the release of assets upon the deposit of 
equivalent funds or the pledge of equivalent property, the release of 
property no longer required in the business, obsolete property, or 
property taken by eminent domain or the application of insurance moneys, 
and other similar provisions need not be described;
    (6) The general type of event that constitutes a default and whether 
or not any periodic evidence is required to be furnished as to the 
absence of default or as to compliance with the terms of the indenture;
    (7) Provisions relating to modification of the terms of the security 
or the rights of security holders;
    (8) If the rights evidenced by the securities to be registered are, 
or may be, materially limited or qualified by the rights of any other 
authorized class of securities, the information regarding such other 
securities as will enable investors to understand the rights evidenced 
by the securities; to the extent not otherwise disclosed pursuant to 
this Item; no information need be given, however, as to any class of 
securities all of which will be retired, provided appropriate steps to 
ensure such retirement will be completed prior to or upon delivery by 
the registrant of the securities;
    (9) If debt securities are to be offered at a price such that they 
will be deemed to be offered at an ``original issue discount'' as 
defined in paragraph (a) of section 1273 of the Internal Revenue Code 
(26 U.S.C. 1273), or if a debt security is sold in a package with 
another security and the allocation of the offering price between the 
two securities may have the effect of offering the debt security at such 
an original issue discount, the tax effects thereof pursuant to sections 
1271-1278;
    (10) The name of the trustee(s) and the nature of any material 
relationship with the registrant or with any of its affiliates; the 
percentage of securities of the class necessary to require the trustee 
to take action; and what indemnification the trustee may require before 
proceeding to enforce the lien.
    (c) Warrants and rights. If the securities described are to be 
offered pursuant to warrants or rights state:
    (1) The amount of securities called for by such warrants or rights;
    (2) The period during which and the price at which the warrants or 
rights are exercisable;
    (3) The amount of warrants or rights outstanding;
    (4) Provisions for changes to or adjustments in the exercise price; 
and
    (5) Any other material terms of such rights on warrants.
    (d) Other securities. If securities other than capital stock, debt, 
warrants or rights are to be registered, include a brief description 
(comparable to that required in paragraphs (a), (b) and (c) of Item 202) 
of the rights evidenced thereby.
    (e) Market information for securities other than common equity. If 
securities other than common equity are to be registered and there is an 
established public trading market for such securities (as that term is 
used in Item 201 of Regulation S-K (Sec. 229.201 of this chapter)) 
provide market information with respect to such securities comparable to 
that required by paragraph (a) of Item 201 of Regulation S-K 
(Sec. 229.201).

[[Page 364]]

    (f) American Depositary Receipts. If Depositary Shares represented 
by American Depositary Receipts are being registered, furnish the 
following information:
    (1) The name of the depositary and the address of its principal 
executive office.
    (2) State the title of the American Depositary Receipts and identify 
the deposited security. Describe briefly the terms of deposit, including 
the provisions, if any, with respect to:
    (i) The amount of deposited securities represented by one unit of 
American Depositary Receipts;
    (ii) The procedure for voting, if any, the deposited securities;
    (iii) The collection and distribution of dividends;
    (iv) The transmission of notices, reports and proxy soliciting 
material;
    (v) The sale or exercise of rights;
    (vi) The deposit or sale of securities resulting from dividends, 
splits or plans of reorganization;
    (vii) Amendment, extension or termination of the deposit;
    (viii) Rights of holders of receipts to inspect the transfer books 
of the depositary and the list of holders of receipts;
    (ix) Restrictions upon the right to deposit or withdraw the 
underlying securities;
    (x) Limitation upon the liability of the depositary.
    (3) Describe all fees and charges which may be imposed directly or 
indirectly against the holder of the American Depositary Receipts, 
indicating the type of service, the amount of fee or charges and to whom 
paid.

Instructions to Item 202: 1. Wherever the title of securities is 
required to be stated, there shall be given such information as will 
indicate the type and general character of the securities, including the 
following:
    A. In the case of shares, the par or stated value, if any; the rate 
of dividends, if fixed, and whether cumulative or non-cumulative; a 
brief indication of the preference, if any; and if convertible or 
redeemable, a statement to that effect;
    B. In the case of debt, the rate of interest; the date of maturity 
or, if the issue matures serially, a brief indication of the serial 
maturities, such as ``maturing serially from 1955 to 1960''; if the 
payment of principal or interest is contingent, an appropriate 
indication of such contingency; a brief indication of the priority of 
the issue; and, if convertible or callable, a statement to that effect; 
or
    C. In the case of any other kind of security, appropriate 
information of comparable character.
    2. If the registrant is a foreign registrant, include (to the extent 
not disclosed in the document pursuant to Item 201 of Regulation S-K 
(Sec. 229.201) or otherwise) in the description of the securities:
    A. A brief description of any limitations on the right of 
nonresident or foreign owners to hold or vote such securities imposed by 
foreign law or by the charter or other constituent document of the 
registrant, or if no such limitations are applicable, so state;
    B. A brief description of any governmental laws, decrees or 
regulations in the country in which the registrant is organized 
affecting the remittance of dividends, interest and other payments to 
nonresident holders of the securities being registered;
    C. A brief outline of all taxes, including withholding provisions, 
to which United States security holders are subject under existing laws 
and regulations of the foreign country in which the registrant is 
organized; and
    D. A brief description of pertinent provisions of any reciprocal tax 
treaty between such foreign country and the United States regarding 
withholding or, if there is no such treaty, so state.

    3. Section 305(a)(2) of the Trust Indenture Act of 1939, 15 U.S.C. 
77aaa et seq., as amended (``Trust Indenture Act''), shall not be deemed 
to require the inclusion in a registration statement or in a prospectus 
of any information not required by this Item.

    4. Where convertible securities or stock purchase warrants are being 
registered that are subject to redemption or call, the description of 
the conversion terms of the securities or material terms of the warrants 
shall disclose:

    A. Whether the right to convert or purchase the securities will be 
forfeited unless it is exercised before the date specified in a notice 
of the redemption or call;

    B. The expiration or termination date of the warrants;

    C. The kinds, frequency and timing of notice of the redemption or 
call, including the cities or newspapers in which notice will be 
published (where the securities provide for a class of newspapers or 
group of cities in which the publication may be made at the discretion 
of the registrant, the registrant should describe such provision); and

    D. In the case of bearer securities, that investors are responsible 
for making arrangements to prevent loss of the right to convert or 
purchase in the event of redemption of call, for example, by reading the 
newspapers

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in which the notice of redemption or call may be published.

    5. The response to paragraph (f) shall include information with 
respect to fees and charges in connection with (A) the deposit or 
substitution of the underlying securities; (B) receipt and distribution 
of dividends; (C) the sale or exercise of rights; (D) the withdrawal of 
the underlying security; and (E) the transferring, splitting or grouping 
of receipts. Information with respect to the right to collect the fees 
and charges against dividends received and deposited securities shall be 
included in response to this item.

(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 54768, Dec. 6, 1982; 51 
FR 42056, Nov. 20, 1986]