==========================================START OF PAGE 1====== TEXT OF THE AMENDMENTS In accordance with the foregoing, Title 17, Chapter II of the Code of Federal Regulations is amended as follows: PART 228 - INTEGRATED DISCLOSURE SYSTEM FOR SMALL BUSINESS ISSUERS 1. The authority citation for part 228 continues to read as follows: Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77jjj, 77nnn, 77sss, 78l, 78m, 78n, 78o, 78w, 78ll, 80a-8, 80a-29, 80a-30, 80a- 37, 80b-11, unless otherwise noted. 2. By amending 228.405 by revising the reference to "Rule 16a-3(d)" in paragraph (a) to read "Rule 16a-3(e)" and by revising paragraphs (a)(1) and (a)(2) before the Note to read as follows: 228.405 (Item 405) Compliance with section 16(a) of the Exchange Act. * * * * * (a) * * * (1) Under the caption "Section 16(a) Beneficial Ownership Reporting Compliance," identify each person who, at any time during the fiscal year, was a director, officer, beneficial owner of more than ten percent of any class of equity securities of the registrant registered pursuant to section ==========================================START OF PAGE 2====== 12 ("reporting person") that failed to file on a timely basis, as disclosed in the above Forms, reports required by section 16(a) of the Exchange Act during the most recent fiscal year or prior fiscal years. (2) For each such person, set forth the number of late reports, the number of transactions that were not reported on a timely basis, and any known failure to file a required Form. A known failure to file would include, but not be limited to, a failure to file a Form 3, which is required of all reporting persons, and a failure to file a Form 5 in the absence of the written representation referred to in paragraph (b)(2)(i) of this section, unless the registrant otherwise knows that no Form 5 is required. * * * * * 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 3. The authority citation for part 229 continues to read in part as follows: Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77nnn, 77sss, 78c, 78i, 78j, 78l, 78m, 78n, 78o, 78w, 78ll(d), 79e, 79n, 79t, 80a-8, 80a-29, 80a-30, 80a-37, 80b-11, unless otherwise noted. ==========================================START OF PAGE 3====== * * * * * 4. By amending 229.405 by revising paragraphs (a)(1) and (a)(2) before the Note to read as follows: ==========================================START OF PAGE 4====== 229.405 (Item 405) Compliance with section 16(a) of the Exchange Act. * * * * * (a) * * * (1) Under the caption "Section 16(a) Beneficial Ownership Reporting Compliance," identify each person who, at any time during the fiscal year, was a director, officer, beneficial owner of more than ten percent of any class of equity securities of the registrant registered pursuant to section 12 of the Exchange Act, or any other person subject to section 16 of the Exchange Act with respect to the registrant because of the requirements of section 30 of the Investment Company Act or section 17 of the Public Utility Holding Company Act ("reporting person") that failed to file on a timely basis, as disclosed in the above Forms, reports required by section 16(a) of the Exchange Act during the most recent fiscal year or prior fiscal years. (2) For each such person, set forth the number of late reports, the number of transactions that were not reported on a timely basis, and any known failure to file a required Form. A known failure to file would include, but not be limited to, a failure to file a Form 3, which is required of all reporting persons, and a failure to file a Form 5 in the ==========================================START OF PAGE 5====== absence of the written representation referred to in paragraph (b)(2)(i) of this section, unless the registrant otherwise knows that no Form 5 is required. * * * * * ==========================================START OF PAGE 6====== PART 240 - GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 1934 5. The authority citation for part 240 continues to read in part as follows: Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78i, 78j, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 78w, 78x, 78ll(d), 79q, 79t, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4, and 80b-11, unless otherwise noted. * * * * * 6. By amending 240.16a-1 by revising paragraphs (a)(3) and (c)(3), removing the word "or" at the end of paragraph (c)(5), replacing the period at the end of paragraph (c)(6) with a semi-colon followed by the word "or", and adding paragraph (c)(7) to read as follows: 240.16a-1 Definition of Terms. * * * * * (a) * * * (3) Where more than one person subject to section 16 of the Act is deemed to be a beneficial owner of the same equity securities, all such persons must report as beneficial owners of the securities, either separately or jointly, as provided in 240.16a-3(j). In such cases, the amount of short-swing profit recoverable shall not be increased above the amount recoverable if there were only one beneficial owner. * * * * * ==========================================START OF PAGE 7====== (c) * * * (3) Rights or obligations to surrender a security, or have a security withheld, upon the receipt or exercise of a derivative security or the receipt or vesting of equity securities, in order to satisfy the exercise price or the tax withholding consequences of receipt, exercise or vesting; * * * * * (7) Options granted to an underwriter in a registered public offering for the purpose of satisfying over-allotments in such offering. * * * * * 7. By amending 240.16a-2 by revising paragraphs (b) and (d)(2) to read as follows: 240.16a-2 Persons and transactions subject to section 16. * * * * * (b) A transaction(s) following the cessation of director or officer status shall be subject to section 16 of the Act only if: (1) Executed within a period of less than six months of an opposite transaction subject to section 16(b) of the Act that occurred while that person was a director or officer; and ==========================================START OF PAGE 8====== (2) Not otherwise exempted from section 16(b) of the Act pursuant to the provisions of this chapter. Note to Paragraph (b): For purposes of this paragraph, an acquisition and a disposition each shall be an opposite transaction with respect to the other. * * * * * (d)(1) * * * (2) Transactions by such person or entity acting in a capacity specified in paragraph (d)(1) of this section after the period specified in that paragraph shall be subject to section 16 of the Act only where the estate, trust or other entity is a beneficial owner of more than ten percent of any class of equity security registered pursuant to section 12 of the Act. 8. By amending 240.16a-3 by revising paragraph (f)(1)(i), redesignating paragraphs (f)(1)(ii) and (f)(1)(iii) as (f)(1)(iii) and (f)(1)(iv), adding paragraph (f)(1)(ii), revising paragraph (g), and adding paragraph (j) to read as follows: 240.16a-3 Reporting transactions and holdings. * * * * * (f)(1) * * * (i) All transactions during the most recent fiscal year that were exempt from section 16(b) of the Act, except: ==========================================START OF PAGE 9====== (A) Exercises and conversions of derivative securities exempt under either 240.16b-3 or 240.16b-6(b) (these are required to be reported on Form 4); (B) Transactions exempt from section 16(b) of the Act pursuant to 240.16b-3(c), which shall be exempt from section 16(a) of the Act; and (C) Transactions exempt from section 16(a) of the Act pursuant to another rule; (ii) Transactions that constituted small acquisitions pursuant to 240.16a-6(a); * * * * * (g)(1) A Form 4 shall be filed to report all transactions not exempt from section 16(b) of the Act and all exercises and conversions of derivative securities, regardless of whether exempt from section 16(b) of the Act. (2) At the option of the reporting person, transactions that are reportable on Form 5 may be reported on Form 4, provided that the Form 4 is filed no later than the due date of the Form 5 with respect to the fiscal year in which the transaction occurred. * * * * * (j) Where more than one person subject to section 16 of the Act is deemed to be a beneficial owner of the same ==========================================START OF PAGE 10====== equity securities, all such persons must report as beneficial owners of the securities, either separately or jointly. Where persons in a group are deemed to be beneficial owners of equity securities pursuant to 240.16a-1(a)(1) due to the aggregation of holdings, a single Form 3, 4 or 5 may be filed on behalf of all persons in the group. Joint and group filings must include all required information for each beneficial owner, and such filings must be signed by each beneficial owner, or on behalf of such owner by an authorized person. 9. By amending 240.16a-4 by revising paragraphs (b), (c) and (d) and the Note to read as follows: 240.16a-4 Derivative securities. * * * * * (b) The exercise or conversion of a call equivalent position shall be reported on Form 4 and treated for reporting purposes as: (1) A purchase of the underlying security; and (2) A closing of the derivative security position. (c) The exercise or conversion of a put equivalent position shall be reported on Form 4 and treated for reporting purposes as: (1) A sale of the underlying security; and (2) A closing of the derivative security position. ==========================================START OF PAGE 11====== (d) The disposition or closing of a long derivative security position, as a result of cancellation or expiration, shall be exempt from section 16(a) of the Act if exempt from section 16(b) of the Act pursuant to 240.16b-6(d). Note to 240.16a-4: A purchase or sale resulting from an exercise or conversion of a derivative security may be exempt from section 16(b) of the Act pursuant to 240.16b-3 or 240.16b- 6(b). 10. By amending 240.16a-6 by revising paragraph (a) and removing paragraph (c) to read as follows: ==========================================START OF PAGE 12====== 240.16a-6 Small acquisitions. (a) Any acquisition of an equity security not exceeding $10,000 in market value, or of the right to acquire such securities, shall be reported on Form 5, subject to the following conditions: (1) Such acquisition, when aggregated with other acquisitions of securities of the same class (including securities underlying derivative securities, but excluding acquisitions exempted by rule from section 16(b) or previously reported on Form 4 or Form 5) within the prior six months, does not exceed a total of $10,000 in market value; and (2) The person making the acquisition does not within six months thereafter make any disposition, other than by a transaction exempt from section 16(b) of the Act. * * * * * 11. By amending 240.16a-8 by revising paragraph (a)(1) and adding a note at the end of paragraph (b)(3) to read as follows: 240.16a-8 Trusts. (a) Persons subject to section 16. (1) Trusts. A trust shall be subject to section 16 of the Act with respect to securities of the issuer if the trust is a beneficial owner, pursuant to 240.16a-1(a)(1), of more ==========================================START OF PAGE 13====== than ten percent of any class of equity securities of the issuer registered pursuant to section 12 of the Act ("ten percent beneficial owner"). * * * * * (b) Trust holdings and transactions. * * * * * (3) Beneficiaries. * * * Note to Paragraph (b)(3): Transactions and holdings attributed to a trust beneficiary may be reported by the trustee on behalf of the beneficiary, provided that the report is signed by the beneficiary or other authorized person. Where the transactions and holdings are attributed both to the trustee and trust beneficiary, a joint report may be filed in accordance with 240.16a-3(j). * * * * * 12. By amending 240.16a-9 by revising paragraph (a) to read as follows: 240.16a-9 Stock splits, stock dividends, and pro rata rights. * * * * * (a) The increase or decrease in the number of securities held as a result of a stock split or stock dividend applying equally to all securities of a class, including a stock dividend in which equity securities of a different issuer are distributed; and * * * * * ==========================================START OF PAGE 14====== 13. By adding 240.16a-11 to read as follows: 240.16a-11 Dividend or interest reinvestment plans. Any acquisition of securities resulting from the reinvestment of dividends or interest on securities of the same issuer shall be exempt from section 16 of the Act if the acquisition is made pursuant to a plan providing for the regular reinvestment of dividends or interest and the plan provides for broad-based participation, does not discriminate in favor of employees of the issuer, and operates on substantially the same terms for all plan participants. 14. By adding 240.16a-12 to read as follows: 240.16a-12 Domestic relations orders. The acquisition or disposition of equity securities pursuant to a domestic relations order, as defined in the Internal Revenue Code or Title I of the Employee Retirement Income Security Act, or the rules thereunder, shall be exempt from section 16 of the Act. 15. By adding 240.16a-13 to read as follows: 240.16a-13 Change in form of beneficial ownership. A transaction, other than the exercise or conversion of a derivative security or deposit into or withdrawal from a voting trust, that effects only a change in the form of beneficial ownership without changing a person's pecuniary interest in the ==========================================START OF PAGE 15====== subject equity securities shall be exempt from section 16 of the Act. 16. By removing and reserving 240.16b-2. 17. By revising 240.16b-3 to read as follows: 240.16b-3 Transactions between an issuer and its officers or directors. (a) General. A transaction between the issuer (including an employee benefit plan sponsored by the issuer) and an officer or director of the issuer that involves issuer equity securities shall be exempt from section 16(b) of the Act if the transaction satisfies the ap- plicable conditions set forth in this section. (b) Definitions. (1) A Discretionary Transaction shall mean a transac- tion pursuant to an employee benefit plan that: (i) Is at the volition of a plan participant; (ii) Is not made in connection with the par- ticipant's death, disability, retirement or termination of employment; (iii) Is not required to be made available to a plan participant pursuant to a provis- ion of the Internal Revenue Code; and (iv) Results in either an intra-plan transfer involving an issuer equity securities fund, ==========================================START OF PAGE 16====== or a cash distribution funded by a volitional disposition of an issuer equity security. (2) An Excess Benefit Plan shall mean an employee benefit plan that is operated in conjunction with a Qualified Plan, and provides only the benefits or contributions that would be provided under a Qualified Plan but for any benefit or contribution limitations set forth in the Internal Revenue Code of 1986, or any successor provisions thereof. (3) (i) A Non-Employee Director shall mean a director who: (A) Is not currently an officer (as defined in 240.16a-1(f)) of the issuer or a parent or subsidiary of the issuer, or otherwise currently employed by the issuer or a parent or subsidiary of the issuer; (B) Does not receive compensation, either directly or indirectly, from the issuer or a parent or subsidiary of the issuer, for services rendered as a consultant or in any capacity other than as a director, except for an amount that does not exceed the dollar amount for which disclosure would be required pursuant to 229.404(a) of this chapter; ==========================================START OF PAGE 17====== (C) Does not possess an interest in any other transaction for which disclosure would be required pursuant to 229.404(a) of this chapter; and (D) Is not engaged in a business relationship for which disclosure would be required pursuant to 229.404(b) of this chapter. (ii) Notwithstanding paragraph (b)(3)(i) of this section, a Non-Employee Director of a closed- end investment company shall mean a director who is not an "interested person" of the issuer, as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940. (4) A Qualified Plan shall mean an employee benefit plan that satisfies the coverage and participation requirements of sections 410 and 401(a)(26) of the Internal Revenue Code of 1986, or any successor provisions thereof. (5) A Stock Purchase Plan shall mean an employee benefit plan that satisfies the coverage and participation requirements of sections 423(b)(3) and 423(b)(5), or section 410, of the Internal Revenue Code of 1986, or any successor provisions thereof. ==========================================START OF PAGE 18====== (c) Tax-conditioned plans. Any transaction (other than a Discretionary Transaction) pursuant to a Qualified Plan, an Excess Benefit Plan, or a Stock Purchase Plan shall be exempt without condition. (d) Grants, awards and other acquisitions from the issuer. Any transaction involving a grant, award or other acquisition from the issuer (other than a Discretionary Transaction) shall be exempt if: (1) The transaction is approved by the board of directors of the issuer, or a committee of the board of directors that is composed solely of two or more Non-Employee Directors; (2) The transaction is approved or ratified, in compliance with section 14 of the Act, by either: the affirmative votes of the holders of a majority of the securities of the issuer present, or represented, and entitled to vote at a meeting duly held in accordance with the applicable laws of the state or other jurisdiction in which the issuer is incorporated; or the written consent of the holders of a majority of the securities of the issuer entitled to vote; provided that such ratification occurs no later than the date of the next annual meeting of shareholders; or (3) The issuer equity securities so acquired are held by the officer or director for a period of six ==========================================START OF PAGE 19====== months following the date of such acquisition, provided that this condition shall be satisfied with respect to a derivative security if at least six months elapse from the date of acquisition of the derivative security to the date of disposition of the derivative security (other than upon exercise or conversion) or its underlying equity security. (e) Dispositions to the issuer. Any transaction involving the disposition to the issuer of issuer equity securities (other than a Discretionary Transaction) shall be exempt, provided that the terms of such disposition are approved in advance in the manner pre- scribed by either paragraph (d)(1) or paragraph (d)(2) of this section. (f) Discretionary Transactions. A Discretionary Transaction shall be exempt only if effected pursuant to an election made at least six months following the date of the most recent election, with respect to any plan of the issuer, that effected a Discretionary Transaction that was: (i) An acquisition, if the transaction to be exempted would be a disposition; or (ii) A disposition, if the transaction to be exempted would be an acquisition. Notes to 240.16b-3: ==========================================START OF PAGE 20====== Note (1): The exercise or conversion of a derivative security that does not satisfy the conditions of this section is eligible for exemption from section 16(b) of the Act to the extent that the conditions of 240.16b- 6(b) are satisfied. Note (2): Section 16(a) reporting requirements applicable to transactions exempt pursuant to this section are set forth in 240.16a-3(f) and (g) and 240.16a-4. Note (3): The approval conditions of paragraphs (d)(1), (d)(2) and (e) of this section require the approval of each specific transaction, and are not satisfied by approval of a plan in its entirety except for the approval of a plan pursuant to which the terms and conditions of each transaction are fixed in advance, such as a formula plan. Where the terms of a subsequent transaction (such as the exercise price of an option, or the provision of an exercise or tax with- holding right) are provided for in a transaction as initially approved pursuant to paragraphs (d)(1), (d)(2) or (e), such subsequent transaction shall not require further specific approval. 18. By amending 240.16b-6 by adding a note following paragraph (b) to read as follows: 240.16b-6 Derivative securities. ==========================================START OF PAGE 21====== * * * * * Note to Paragraph (b): The exercise or conversion of a derivative security that does not satisfy the conditions of this section is eligible for exemption from section 16(b) of the Act to the extent that the conditions of 240.16b-3 are satisfied. * * * * * PART 249 - FORMS, SECURITIES EXCHANGE ACT OF 1934 19. The authority citation for Part 249 continues to read in part as follows: Authority: 15 U.S.C. 78a, et seq., unless otherwise noted; * * * * * 20. By amending Form 3 (referenced in 249.103) and the General Instructions thereto by adding a sentence at the end of paragraph (a) to General Instruction 3 after the note, adding paragraph (b)(v) to General Instruction 5, by revising General Instruction 6, and by revising Item 1 and adding Item 7 to the information preceding Table I to read as follows: Note - The text of Form 3 does not and this amendment will not appear in the Code of Federal Regulations. Form 3 Initial Statement of Beneficial Ownership of Securities * * * * * General Instructions * * * * * 3. Where Form Must be Filed ==========================================START OF PAGE 22====== (a) * * * Alternatively, this Form is permitted to be submitted to the Commission in electronic format at the option of the reporting person pursuant to 232.101(b)(4) of this chapter. * * * * * 5. Holdings Required to be Reported * * * * * (b) Beneficial Ownership Reported (Pecuniary Interest) * * * * * (v) Where more than one person beneficially owns the same equity securities, such owners may file Form 3 individually or jointly. Joint and group filings may be made by any designated beneficial owner. Holdings of securities owned separately by any joint or group filer are permitted to be included in the joint filing. Indicate only the name and address of the designated filer in Item 1 of Form 3 and attach a listing of the names and IRS or social security numbers (or addresses in lieu thereof) of each other reporting person. Joint and group filings must include all required information for each beneficial owner, and such filings must be signed by each beneficial owner, or on behalf of such owner by an authorized person. If the space provided for signatures is ==========================================START OF PAGE 23====== insufficient, attach a signature page. Submit any attached listing of names or signatures on another Form 3, copy of Form 3 or separate page of 8 1/2 by 11 inch white paper, indicate the number of pages comprising the report (Form plus attach- ments) at the bottom of each report page (e.g., 1 of 3, 2 of 3, 3 of 3), and include the name of the designated filer and information required by Items 2 and 4 of the Form on the attachment. * * * * * 6. Additional Information If the space provided in the line items of this Form or space provided for additional comments is insufficient, attach another Form 3, copy of Form 3 or a separate page of 8 1/2 by 11 inch white paper to Form 3, completed as appropriate to include the additional comments. Each attached page must include information required in Items 1, 2 and 4 of the Form. The number of pages comprising the report (Form plus attachments) shall be indicated at the bottom of each report page (e.g., 1 of 3, 2 of 3, 3 of 3). If additional informa- tion is not provided in this manner, it will be assumed that no additional information was provided. * * * * * ==========================================START OF PAGE 24====== 1. Name and Address of Reporting Person* (Last) (First) (Middle) (Street) (City) (State) (Zip) * If the Form is filed by more than one Reporting Person, see Instruction 5(b)(v). * * * * * 7. Individual or Joint/Group Filing (Check applicable line) Form filed by One Reporting Person Form Filed by More than One Reporting Person * * * * * 21. By amending Form 4 (referenced in 249.104) and the General Instructions thereto by adding a sentence at the end of paragraph (a) of General Instruction 2 after the note; by revising paragraph (a)(i) of General Instruction 4; by revising the Note following General Instruction 4(a)(ii) and adding paragraph (b)(v) to General Instruction 4; by revising General Instruction 6; in General Instruction 8 by adding a sentence at the end of the paragraph appearing under the "Transaction Codes" caption and revising the Transaction Codes; and by revising Item 1 and adding Item 7 to the information preceding Table I to read as follows: Note - The text of Form 4 does not and this amendment will not appear in the Code of Federal Regulations. ==========================================START OF PAGE 25====== Form 4 Statement of Changes in Beneficial Ownership of Securities * * * * * General Instructions * * * * * 2. Where Form Must be Filed (a) * * * Alternatively, this Form is permitted to be submitted to the Commission in electronic format at the option of the reporting person pursuant to 232.101(b)(4) of this chapter. * * * * * 4. Transactions and Holdings Required to be Reported * * * * * (a) General Requirements (i) Report, in accordance with Rule 16a-3(g), all transactions not exempt from section 16(b) of the Act and all exercises and conversions of derivative securities, regardless of whether exempt from section 16(b) of the Act, resulting in a change of beneficial ownership in the issuer's securities. Every transaction shall be reported even though acquisitions and dispositions during the month are equal. Report total beneficial ownership as of the end of the month for each class of securities in which a transaction was reported. ==========================================START OF PAGE 26====== Note: * * * (ii) * * * Note: Transactions reportable on Form 5 may, at the option of the reporting person, be reported on a Form 4 filed before the due date of the Form 5. (See Instruction 8 for the code for volun- tarily reported transactions.) (b) Beneficial Ownership Reported (Pecuniary Interest) * * * * * (v) Where more than one beneficial owner of the same equity securities must report transactions on Form 4, such owners may file Form 4 individually or jointly. Joint and group filings may be made by any designated beneficial owner. Transactions with respect to securities owned separately by any joint or group filer are permitted to be included in the joint filing. Indicate only the name and address of the designated filer in Item 1 of Form 4 and attach a listing of the names and IRS or social security numbers (or addresses in lieu thereof) of each other reporting person. Joint and group filings must include all required information for each beneficial owner, and such filings must be signed by each beneficial owner, or on behalf of such owner by an authorized ==========================================START OF PAGE 27====== person. If the space provided for signatures is insufficient, attach a signature page. Submit any attached listing of names or signatures on another Form 4, copy of Form 4 or separate page of 8 1/2 by 11 inch white paper, indicate the number of pages comprising the report (Form plus attach- ments) at the bottom of each report page (e.g., 1 of 3, 2 of 3, 3 of 3), and include the name of the designated filer and information required by Items 2 and 4 of the Form on the attachment. * * * * * 6. Additional Information If the space provided in the line items of this Form or space provided for additional comments is insufficient, attach another Form 4, copy of Form 4 or a separate page of 8 1/2 by 11 inch white paper to Form 4, completed as appropriate to include the additional comments. Each attached page must include information required in Items 1, 2 and 4 of the Form. The number of pages comprising the report (Form plus attachments) shall be indicated at the bottom of each report page (e.g., 1 of 3, 2 of 3, 3 of 3). If additional informa- tion is not provided in this manner, it will be assumed that no additional information was provided. * * * * * 8. Transaction Codes ==========================================START OF PAGE 28====== * * * If a transaction involves an equity swap or instrument with similar characteristics, use transaction Code "K" in addition to the code(s) that most appropriately describes the transaction, e.g., "S/K" or "P/K." General Transaction Codes P - Open market or private purchase of non-derivative or derivative security S - Open market or private sale of non-derivative or derivative security V - Transaction voluntarily reported earlier than required Rule 16b-3 Transaction Codes A - Grant, award or other acquisition pursuant to Rule 16b- 3(d) D - Disposition to the issuer of issuer equity securities pursuant to Rule 16b-3(e) F - Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise, or vesting of a security issued in accordance with Rule 16b-3 I - Discretionary transaction in accordance with Rule 16b- 3(f) resulting in acquisition or disposition of issuer securities M - Exercise or conversion of derivative security exempted pursuant to Rule 16b-3 Derivative Securities Codes (Except for transactions exempted pursuant to Rule 16b-3) C - Conversion of derivative security E - Expiration of short derivative position H - Expiration (or cancellation) of long derivative position with value received O - Exercise of out-of-the-money derivative security ==========================================START OF PAGE 29====== X - Exercise of in-the-money or at-the-money derivative security Other Section 16(b) Exempt Transaction and Small Acquisition Codes (except for Rule 16b-3 codes above) G - Bona fide gift L - Small acquisition under Rule 16a-6 W - Acquisition or disposition by will or the laws of descent and distribution Z - Deposit into or withdrawal from voting trust ==========================================START OF PAGE 30====== Other Transaction Codes J - Other acquisition or disposition (describe transaction) K - Transaction in equity swap or instrument with similar characteristics U - Disposition pursuant to a tender of shares in a change of control transaction * * * * * 1. Name and Address of Reporting Person* (Last) (First) (Middle) (Street) (City) (State) (Zip) * If the Form is filed by more than one Reporting Person, see Instruction 4(b)(v). * * * * * 7. Individual or Joint/Group Filing (Check applicable line) Form filed by One Reporting Person Form Filed by More than One Reporting Person * * * * * 22. By amending Form 5 (referenced in 249.105) and the General Instructions thereto by adding a sentence at the end of paragraph (a) of General Instruction 2 after the note; by revising General Instruction 4(a)(i)(A); by removing General Instruction 4(a)(ii); by redesignating paragraphs (a)(iii) and (a)(iv) of General Instruction 4 as paragraphs (a)(ii) and ==========================================START OF PAGE 31====== (a)(iii); by revising newly designated paragraph 4(a)(iii) and adding paragraph (b)(v) to General Instruction 4; by revising General Instruction 6; in General Instruction 8 by adding a sentence at the end of the paragraph appearing under the "Transaction Codes" caption and revising the Transaction Codes; by revising the last paragraph in the General Instructions, following the Transaction Codes, and caption thereto; and by revising Item 1 and adding Item 7 to the information preceding Table I to read as follows: Note - The text of Form 5 does not and this amendment will not appear in the Code of Federal Regulations. Form 5 Annual Statement of Beneficial Ownership of Securities * * * * * General Instructions * * * * * 2. Where Form Must be Filed (a) * * * Alternatively, this Form is permitted to be submitted to the Commission in electronic format at the option of the reporting person pursuant to 232.101(b)(4) of this chapter. * * * * * 4. Transactions and Holdings Required to be Reported (a) General Requirements * * * * * (i) * * * ==========================================START OF PAGE 32====== (A) any transaction during the issuer's most recent fiscal year that was exempt from section 16(b) of the Act, except: (1) any exercise or conversion of derivative securities exempt under either 240.16b- 3 or 240.16b-6(b) (these are required to be reported on Form 4); (2) any transaction exempt from section 16(b) of the Act pursuant to Rule 16b-3(c) of this section, which is exempt from section 16(a) of the Act; and (3) any transaction exempt from section 16 of the Act pursuant to another section 16(a) rule; * * * * * (iii) Every transaction shall be reported even though acquisitions and dispositions with respect to a class of securities are equal. Report total beneficial ownership as of the end of the issuer's fiscal year for all classes of securities in which a transaction was reported. (b) Beneficial Ownership Reported (Pecuniary Interest) * * * * * ==========================================START OF PAGE 33====== (v) Where more than one beneficial owner of the same equity securities must report on Form 5, such owners may file Form 5 individually or jointly. Joint and group filings may be made by any designated beneficial owner. Transactions and holdings with respect to securities owned separately by any joint or group filer are per- mitted to be included in the joint filing. Indicate only the name and address of the designated filer in Item 1 of Form 5 and attach a listing of the names and IRS or social security numbers (or addresses in lieu thereof) of each other reporting person. Joint and group filings must include all required information for each beneficial owner, and such filings must be signed by each beneficial owner, or on behalf of such owner by an authorized person. If the space provided for signatures is insufficient, attach a signature page. Submit any attached listing of names or signatures on another Form 5, copy of Form 5 or separate page of 8 1/2 by 11 inch white paper, indicate the number of ==========================================START OF PAGE 34====== pages comprising the report (Form plus attachments) at the bottom of each report page (e.g., 1 of 3, 2 of 3, 3 of 3), and include the name of the designated filer and information required by Items 2 and 4 of the Form on the attachment. * * * * * 6. Additional Information If the space provided in the line items of this Form or space provided for additional comments is insufficient, attach another Form 5, copy of Form 5 or a separate page of 8 1/2 by 11 inch white paper to Form 5, completed as appropriate to include the additional comments. Each attached page must include information required in Items 1, 2 and 4 of the Form. The number of pages comprising the report (Form plus attachments) shall be indicated at the bottom of each report page (e.g., 1 of 3, 2 of 3, 3 of 3). If additional informa- tion is not provided in this manner, it will be assumed that no additional information was provided. * * * * * 8. Transaction Codes * * * If a transaction involves an equity swap or instrument with similar characteristics, use transaction Code "K" in addition to the code(s) that ==========================================START OF PAGE 35====== most appropriately describes the transaction, e.g., "S/K" or "P/K." General Transaction Codes P - Open market or private purchase of non-derivative or derivative security S - Open market or private sale of non-derivative or derivative security Rule 16b-3 Transaction Codes A - Grant, award or other acquisition pursuant to Rule 16b- 3(d) D - Disposition to the issuer of issuer equity securities pursuant to Rule 16b-3(e) F - Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3 I - Discretionary transaction in accordance with Rule 16b- 3(f) resulting in acquisition or disposition of issuer securities M - Exercise or conversion of derivative security exempted pursuant to Rule 16b-3 Derivative Securities Codes (Except for transactions exempted pursuant to Rule 16b-3) C - Conversion of derivative security E - Expiration of short derivative position H - Expiration (or cancellation) of long derivative position with value received O - Exercise of out-of-the-money derivative security X - Exercise of in-the-money or at-the-money derivative security Other Section 16(b) Exempt Transaction and Small Acquisition Codes (except for Rule 16b-3 codes above) ==========================================START OF PAGE 36====== G - Bona fide gift L - Small acquisition under Rule 16a-6 W - Acquisition or disposition by will or the laws of descent and distribution Z - Deposit into or withdrawal from voting trust Other Transaction Codes J - Other acquisition or disposition (describe transaction) K - Transaction in equity swap or instrument with similar characteristics U - Disposition pursuant to a tender of shares in a change of control transaction Form 3, 4 or 5 Holdings or Transactions Not Previously Reported To indicate that a holding should have been reported previously on Form 3, place a "3" in Table I, column 3 or Table II, column 4, as appropriate. Indicate in the space provided for explanation of responses the event triggering the Form 3 filing obligation. To indicate that a transaction should have been reported previously on Form 4, place a "4" next to the transaction code reported in Table I, column 3 or Table II, column 4 (e.g, an open market purchase of a non-derivative security that should have been reported previously on Form 4 should be designated as "P4"). To indicate that a transaction should have been reported on a previous Form 5, place a "5" in Table I, column 3 or Table II, column 4, as appropriate. In addition, the appropriate box on the front page of the Form should be checked. * * * * * ==========================================START OF PAGE 37====== 1. Name and Address of Reporting Person* (Last) (First) (Middle) (Street) (City) (State) (Zip) * If the Form is filed by more than one Reporting Person, see Instruction 4(b)(v). * * * * * 7. Individual or Joint/Group Filing (Check applicable line) Form filed by One Reporting Person Form Filed by More than One Reporting Person * * * * * By the Commission. Jonathan G. Katz Secretary May 31, 1996.