International Disclosure Standards

SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 210, 228, 229, 230, 239, 240, 249 and 260

[Release Nos. 33-7745; 34-41936; International Series Release No. 1205;

File No. S7-3-99]

RIN 3235-AH62

International Disclosure Standards

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: The Securities and Exchange Commission is adopting revised

disclosure requirements for foreign private issuers to conform to the

international disclosure standards endorsed by the International

Organization of Securities Commissions in September 1998. The

international disclosure standards will replace most of the non-

financial statement disclosure requirements of Form 20-F, the basic

disclosure document for foreign private issuers. We are revising the

registration statements used by foreign private issuers under the

Securities Act of 1933 to reflect the changes in Form 20-F. We also are

revising the definition of ``foreign private issuer'' to give clearer

guidance on how foreign companies should determine whether their

shareholders are U.S. residents.

DATES: Effective Date: September 30, 2000.

Compliance Dates:

Registrants must comply with the revisions to Form 20-F for annual

or transition reports on that form that are filed with respect to

fiscal years ending on or after September 30, 2000.

Registrants eligible to incorporate information from a Form 20-F

annual report must comply with the revisions to Forms F-2 and F-3 and

to Form F-4 for registration statements and post-effective amendments

on those forms filed for the first time after the registrant is

required to file its first annual report on amended Form 20-F.

A registrant voluntarily may comply with any of the revised forms

any time after September 30, 2000, but prior to the compliance date for

that form.

FOR FURTHER INFORMATION CONTACT: Sandra Folsom Kinsey, Senior

International Counsel, or Rani Doyle, Special Counsel, in the Office of

International Corporate Finance, Division of Corporation Finance at

(202) 942-2990.

SUPPLEMENTARY INFORMATION: We are adopting amendments to Form 20-

F1 under the Securities Exchange Act of 1934.2 As

part of those amendments, we are deleting Rule 3-19 under Regulation S-

X.3 We are adopting amendments to Rule 3-20 under Regulation

S-X,4 Items 402, 404, 512, and 601 of Regulation S-

K,5 Rules 175, 434 and 463 of Regulation C,6

Forms F-1, F-2, F-3, F-4, F-6 and S-11 7 under the

Securities Act of 1933,8 Exchange Act Rules 3b-6, 13a-10 and

15d-10,9 and Rule 0-11 under the Trust Indenture Act of 1939

10 to conform references to the items in Form 20-F that are

being revised in connection with the amendments to Form 20-F. We are

adopting amendments to Rules 3-01, 3-02 and 3-12 under Regulation S-X

11 and to Item 310 of Regulation S-B 12 to

eliminate references to Rule 3-19. We also are revising the definition

of foreign private

[[Page 53901]]

issuer in Securities Act Rule 405 13 and Exchange Act Rule

3b-4.14

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\1\ 17 CFR 249.220f (``Form 20-F'').

\2\ 15 U.S.C. Sec. 78a et seq. (the ``Exchange Act'').

\3\ 17 CFR 210.3-19.

\4\ 17 CFR 210.3-20.

\5\ 17 CFR 229.402, 17 CFR 229.404, 17 CFR 229.512 and 17 CFR

229.601.

\6\ 17 CFR 230.175, 17 CFR 230.434 and 17 CFR 230.463.

\7\ See 17 CFR 239.31, 17 CFR 239.32, 17 CFR 239.33, 17 CFR

239.34, 17 CFR 239.36 and 17 CFR 239.18.

\8\ 15 U.S.C. 77a et seq. (the ``Securities Act'').

\9\ 17 CFR 240.3b-6, 17 CFR 240.13a-10 and 17 CFR 240.15d-10.

\10\ 17 CFR 260.0-11.

\11\ 17 CFR 210.3-01, 17 CFR 210.3-02, and 17 CFR 210.3-12.

\12\ 17 CFR 228.310.

\13\ 17 CFR 230.405.

\14\ 17 CFR 240.3b-4.

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I. Executive Summary

Many of our initiatives for foreign issuers have had the goal of

reducing barriers to cross-border offerings and listings in the United

States, while preserving or enhancing existing investor protections. In

addition to our own initiatives, we, as a member of the International

Organization of Securities Commissions, referred to as IOSCO, have

participated in international initiatives intended to facilitate the

cross-border flow of securities and capital by promoting the use of a

single disclosure document that would be accepted in multiple

jurisdictions. In 1998, IOSCO endorsed a core set of disclosure

standards for the non-financial statement portions of a disclosure

document, and encouraged its members to take whatever steps would be

necessary in their own jurisdictions to accept disclosure documents

prepared in accordance with those standards.\15\

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\15\ You can find the full text of the standards endorsed by

IOSCO on the IOSCO Internet Web site http://www.iosco.org>.

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We believe IOSCO's disclosure standards represent a strong

international consensus on fundamental disclosure topics, and that they

can be used to produce offering and listing documents that will contain

the same high level of information we traditionally have required.

Today we are revising our existing foreign issuer integrated disclosure

system to incorporate fully the international disclosure standards. We

are adopting the revisions to our foreign integrated disclosure system

essentially as proposed,\16\ with a few changes prompted by the

suggestions of commenters. The international disclosure standards

replace most, but not all, of the previous requirements of Form 20-F,

the combined registration and annual report form for foreign private

issuers under the Exchange Act.

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\16\ Securities Act Release No. 7637 (Feb. 2, 1999) [64 FR 2661]

(the ``Proposing Release'').

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We also are revising the definition of ``foreign private issuer''

found in the rules under the Securities Act and the Exchange Act, to

base the definition more closely on the percentage of securities

beneficially owned by U.S. residents.\17\ In response to concerns

raised by commenters, we have modified the proposed definition to give

issuers clearer guidance on how to calculate the amount of their voting

securities held by U.S. residents.

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\17\ See Securities Act Rule 405, 17 CFR 230.405, and Exchange

Act Rule 3b-4, 17 CFR 240.3b-4.

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II. Background of Proposals and Commenters' Concerns

A. Background

As noted in the Proposing Release, we historically have sought to

balance the information needs of investors with the public interest

served by opportunities to invest in a variety of securities, including

foreign securities.\18\ Technological advances have made it easier than

ever for investors to learn about and invest in foreign companies.

Because of the increasing flow of capital across borders, we and other

securities regulators around the world have an interest in ensuring

that a high level of information is available to investors in all

markets. For this reason, we have been actively involved in IOSCO's

efforts to develop a set of high quality international disclosure

standards that could be used in cross-border offerings and listings. We

support international initiatives that raise the level and quality of

information available to investors, facilitate the cross-border flow of

capital and reduce the regulatory burdens on foreign issuers, if those

initiatives do so in a manner that is consistent with our mandate to

protect investors. We believe the international disclosure standards

endorsed by IOSCO achieve those goals and that the best way to promote

use of the standards is to incorporate them fully into our existing

foreign issuer integrated disclosure system.\19\

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\18\ Securities Act Release No. 6360 (Nov. 20, 1981) [46 FR

58511].

\19\ As noted in the Proposing Release, we have preserved the

original wording of the international disclosure standards to the

maximum extent possible. We think this approach will promote

consistent use of the standards and will help foreign issuers

recognize them as a national version of the IOSCO standards accepted

in other jurisdictions. Upon adoption, the international disclosure

standards become part of the U.S. federal securities laws, as we

noted in the Proposing Release. The standards have not been adopted

on a mutual recognition basis with any other jurisdiction, and there

will be no change in our current procedures and practices for

reviewing and commenting on filed documents.

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B. Comments Regarding International Disclosure Standards

We received fifteen comment letters on the Proposing Release.\20\

All of the comment letters expressed support for increasing

international harmonization of disclosure standards and many expressed

support for the proposed amendments. The letters from organizations

representing users of issuer information, such as analysts and

institutional investors, were particularly supportive. These commenters

viewed the proposal as a means for promoting harmonization and

improving comparability, without compromising the level of information

provided by foreign registrants. Several commenters who expressed

support for international harmonization of disclosure standards placed

even greater importance on achieving harmonization in the area of

international accounting standards. As we noted in the Proposing

Release, the development of international accounting standards

currently is the subject of a separate project by IOSCO.\21\ Some of

the commenters had helpful suggestions for incorporating the

international disclosure standards into our foreign integrated

disclosure system and for clarifying the instructions to Form 20-F, and

we have adopted many of these suggestions in the final amendments.

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\20\ You may read and copy the comment letters and the staff's

summary of these letters in our Public Reference Room at 450 Fifth

Street, N.W., Washington, D.C. 20549. Ask for File No. S7-3-99. You

may view the comment letters that were submitted by electronic mail

at the Commission's web site: www.sec.gov.

\21\ See Proposing Release at n. 24.

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A few commenters urged us to evaluate the extent to which other

jurisdictions accept the international disclosure standards before we

take steps to revise our rules. They suggested that the international

disclosure standards be available as an optional, alternative

disclosure system, rather than being mandatory for all foreign

registrants.\22\ These and other commenters tended to view the proposed

amendments to Form 20-F as significantly increasing the disclosure

burden for foreign registrants, and they predicted that imposing these

requirements would deter foreign issuers from offering securities or

listing in the United States. One commenter suggested that the

revisions would penalize foreign registrants who had entered the U.S.

market under the prior rules, and proposed that the over 1,100

reporting foreign issuers be ``grandfathered'' and allowed to continue

using the disclosure standards in effect before these amendments.

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\22\ One commenter held the opposite view. See the comment

letter, dated June 5, 1999, submitted by the Federation of European

Stock Exchanges, which stated that ``[t]he Federation strongly

supports the rejection of the alternative of creating a two-tiered

system of disclosure requirements. The confusion created by an

alternative approach would endanger the very essence of the

proposals by IOSCO.''

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As noted in the Proposing Release, we do not view the amendments to

the foreign integrated disclosure system as resulting in a significant

increase in the information foreign issuers must

[[Page 53902]]

disclose.\23\ In the few cases where the international disclosure

standards ask for information not previously required by Form 20-F, we

understand that the information is required under the domestic

disclosure requirements in many other jurisdictions.\24\ Much of the

information that is new to Form 20-F's disclosure requirements,

therefore, is likely to be disclosed routinely by companies in

countries outside the United States. In some cases, companies already

may provide information required under the amendments to Form 20-F

because of our general requirement to provide additional material

information.\25\

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\23\ Several commenters supported this view, noting in one case

that ``while the format of the IOSCO disclosure standards differs

somewhat from the current format of Form 20-F, the overall of

disclosure required is not significantly different.'' See Rogers &

Wells client memorandum, dated February 1999, submitted as a comment

letter. another commenter expressed the view that ``New Form 20-F is

generally comparable in quality to the disclosure requirements

currently applicable to foreign private issuers.'' See Cleary,

Gottlieb, Steen & Hamilton comment letter, dated May 18, 1999.

\24\ In its comment letter dated June 15, 1999, the Federation

of European Stock Exchanges expressed its members' support for the

proposal and for efforts to create an ``international passport''

that would reduce the burden of different regulatory requirements

while preserving investor protection and promoting transparency. In

explaining its support, the Federation noted that some of the

requirements in amended Form 20-F are equivalent to current and

planned disclosure requirements for most European countries.

\25\ 17 CFR 230.408 and 17 CFR 240.12b-20.

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In some cases, changes in the wording of requirements may create

the impression that different or additional disclosure is required. We

understand that changes in wording may create uncertainty among

practitioners who are familiar with the prior phrasing and are unsure

how to interpret different expressions of what is intended to be

essentially the same requirement. One commenter urged us to identify

disclosure requirements that use different wording but that are not

intended to impose different substantive disclosure requirements.

Although it is not possible to identify every example, we have tried to

bear that concern in mind in our more detailed explanation of the

amendments we are adopting today.

With respect to the suggestion that we delay adopting the

international disclosure standards until we see how widely they are

accepted, or that we implement them on a voluntary basis, we do not

believe that those approaches would achieve our goal of promoting

regulatory harmonization at a high level of disclosure.\26\ We

understand that some of the more developed capital markets represented

in IOSCO either have agreed to accept, or are planning to accept,

disclosure documents prepared using the international disclosure

standards in cross-border offerings and listings. For example, the

London Stock Exchange has advised us that it currently would accept

disclosure documents based on the international disclosure standards,

and, as part of its annual revision of its listing rules, it will be

codifying that position in its rules. Some IOSCO jurisdictions have

adopted the standards for domestic purposes; we understand that is the

case in Argentina, Italy and Mexico. We think that by moving quickly to

incorporate the international disclosure standards into our foreign

registration system, we demonstrate our strong support for high quality

international standards and encourage other jurisdictions to follow

suit. As one of the largest capital markets, we believe our support is

important for widespread acceptance and implementation of the

standards.

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\26\ The Federation of European Stock Exchanges specifically

noted that maintaining alternative disclosure standards would be

inconsistent with the concept of regulatory simplification and the

goals of the amendments. See Federation of European Stock Exchanges

letter dated June 15, 1999.

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In the Proposing Release we explained that we had considered but

rejected the alternative of a two-tiered registration system for

foreign issuers. We continue to believe that any elective approach

would add unnecessary complexity to our registration system, when our

preference is for measures that promote regulatory simplification. For

the same reason--and because, as explained above, we do not view the

international disclosure standards as imposing a significant additional

disclosure burden--we do not plan to ``grandfather'' the existing

foreign reporting companies.

We believe the lengthy effective dates for the revised rules and

forms will allow time to confirm that there is international support

for the standards. The delayed effective dates also provide a

transition period that should be particularly helpful for registrants

adapting to a new disclosure form. For example, as explained later in

this release, issuers filing registration statements on Form 20-F or

Form F-1 will not use the revised forms until September 30, 2000, and

repeat issuers filing registration statements on Forms F-2, F-3 or F-4

will have an even longer transition period. Annual reports on revised

Form 20-F will not be due until March 31, 2001 at the earliest, for

those companies with September 30 fiscal year ends. Companies with

December 31 fiscal year ends will not be required to file an annual

report on revised Form 20-F until June 30, 2001, almost two years from

the date of this release.

C. Comments Regarding Elimination of Rule 3-19

As we explained in the Proposing Release, we are eliminating Rule

3-19 of Regulation S-X, which specifies the content, age and other

requirements for foreign issuer financial statements, because the

requirements of the rule are addressed in new Item 8 of Form 20-F. The

only substantive change relates to the permitted age of financial

statements. Item 8 of Form 20-F requires that audited financial

statements be no older than 15 months at ``the time of the offering or

listing,'' which means the effective date of the registration

statement, rather than the 18 months permitted under Rule 3-19. In the

case of the issuer's initial public offering, the audited financial

statements also must be as of a date not older than 12 months at the

time the offering document is filed. This stricter rule for initial

public offerings does not apply to foreign issuers offering securities

in the United States for the first time if they already are public in

their home country.\27\ Item 8 also provides that if the date of a

registration statement is more than nine months after the end of the

issuer's last fiscal year, the registration statement must contain

interim financial statements, including U.S. GAAP information, covering

at least the first six months of the issuer's fiscal year. This

information may be unaudited.

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\27\ Since many foreign issuers already are public companies

when they file their first registration statement in the United

States, we believe the 12-month rule will apply only in very limited

circumstances. Even in those circumstances, we will consider waiving

the requirement if the issuer represents adequately to the staff

that no jurisdiction outside the United States imposes the 12-month

requirement on the registrant's offering and that complying with the

requirement is impracticable or presents undue hardship. If we waive

the 12-month requirement, issuers would be instructed to comply with

the 15-month age of financial statement requirement of Item 8.A.

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Some commenters pointed out that business history, market factors

and industry practices often cause foreign issuers to prepare financial

statements that are more current than required. These commenters did

not believe the proposal to shorten the age of financial statements

requirement would have significant practical effect on many issuers.

One commenter approved of requiring more current financial information

and urged us to consider accelerating further the filing deadlines

[[Page 53903]]

for annual reports of foreign registrants. On the other hand, several

commenters expressed the view that the proposed change would unduly

burden foreign issuers. These commenters pointed out that foreign

issuers often need additional time to prepare a reconciliation to U.S.

GAAP after they have finished preparing their primary financial

statements.

We believe that the 15-month audited financial statement

requirement is in line with the requirements in other countries and is

not an undue burden on a company seeking to offer securities in the

United States. In most cases, companies have the ability to control the

timing of their offerings so as to reduce the impact of this shorter

age requirement. We believe the 15-month period is sufficient time to

prepare a reconciliation to U.S. GAAP along with the financial

statements. We also hesitate to factor in extra time for a company to

prepare a reconciliation to U.S. GAAP, because this requirement affects

companies in different ways. Whether or not there are any reconciling

items to be reported--and the number and extent of those items--

depends, among other things, on a company's business activities during

the period covered by the financial statements, on how similar the

accounting standards used in preparing the primary financial statements

are to U.S. GAAP, and on the way in which the company has chosen to

apply those accounting standards in preparing its primary financial

statements. For some companies, the burden is not significant.

Some commenters argued that the ``blackout'' period resulting from

the new age of financial statements requirements and the current six-

month due date for annual reports on Form 20-F would pose a particular

hardship for issuers who are in the market more or less continuously,

as in the case of rights offerings, dividend or interest reinvestment

plans, and offerings of securities upon conversion or exercise of

outstanding securities. We already have distinguished these types of

offerings in certain respects, such as by permitting the financial

statements in prospectuses for these types of offerings to be

reconciled to U.S. GAAP in accordance with Item 17, rather than Item

18, of Form 20-F. Because the blackout period may be particularly

disruptive for these types of offerings, we have amended the

instructions to Item 8.A.5 to replace the 15-month requirement for

these types of offerings with an 18-month requirement and to replace

the nine-month interim financial statements requirement with a 12-month

requirement, which mirror the previous requirements for those types of

offerings. We expect to reconsider this accommodation in the future,

however, and may propose reducing the permitted age of financial

statements for these types of offerings based on a review of its

operation in practice or a possible change in the due date for annual

reports.\28\

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\28\ See Section XI.A.2 of Securities Act Release No. 7606A

(Nov. 13, 1998) [63 FR 67174]. In the Securities Act reform release

we proposed accelerating the due date for Form 20-F annual reports

to five months after the close of the issuer's fiscal year and

solicited comment on whether the due date should be accelerated to

four months.

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D. Specific Changes to Registration and Report Forms

Form 20-F is used as an initial registration statement under the

Exchange Act and as an annual report form for foreign private issuers

required to file annual reports pursuant to Section 13 or 15(d) of the

Exchange Act. The amendments to Form 20-F adopted today replace prior

Items 1--14 of Form 20-F, excluding Item 9A, with ten new items that

track the wording of the IOSCO disclosure standards. The item

previously designated as Item 9A, Quantitative and Qualitative

Disclosures about Market Risk, of Form 20-F is retained and renumbered

as Item 11. The items previously designated as Item 15, Defaults Upon

Senior Securities, and Item 16, Changes in Securities and Changes in

Security for Registered Securities, of Form 20-F also are retained and

renumbered as Items 12 and 13, and the wording has been revised to

reflect ``plain English'' drafting principles. These two items continue

to apply only when Form

20-F is used as an annual report form.

Items 17 and 18 of Form 20-F are retained in substance and are not

renumbered; these items explain the financial statement requirements

for registration statements and reports and the different types of

reconciliation to U.S. GAAP that must be provided by issuers who

prepare financial statements using accounting principles other than

U.S. GAAP. As noted in the Proposing Release, the text of old Item 18

was largely the same as the text of old Item 17; our revisions to Item

18 eliminate the redundant text and highlight the differences, but are

not intended to change any substantive requirements of that Item.

The amendments adopted today also bring the exhibit requirements

for foreign issuers more in line with the exhibits required for

domestic issuers filing a registration statement on Form 10 or an

annual report on Form 10-K. The ``Appendix A to Item 2(b)--Oil and

Gas'' is amended only to correct item references; no substantive

changes were made. Corresponding changes were made in the Securities

Act registration statement forms that refer to Form

20-F.

Several commenters made helpful suggestions for clarifying the

instructions to the ten items of the international disclosure standards

or for adapting them to our existing integrated disclosure system. The

ten core items are described below, together with an explanation of

some of the changes from the Proposing Release. As noted, most of the

ten items have been adopted as proposed.

Item 1. Identity of Directors, Senior Management and Advisors

Several commenters noted that the terms ``principal bankers and

legal advisors'' and ``legal advisors to the issue'' may be confusing

or raise liability issues in the United States. While these terms and

the term ``sponsor'' are commonly used and well understood in some

countries, they may not be used in other jurisdictions. We have revised

the instructions to this item to clarify that these individuals or

entities only need be identified if the issuer is required to identify

them in other jurisdictions.

Item 2. Offer Statistics and Expected Timetable

One commenter noted that the timetable for a typical U.S. offering

by a foreign private issuer would be very dependent on market

conditions and other unpredictable factors. We would expect that in

cases such as a typical, U.S.-style, firm-commitment underwritten

offering, the timetable disclosure would be very brief and would likely

focus more on the sequence of events than on precise dates. In other

cases, such as offerings involving a complex corporate restructuring,

we expect that the timetable would provide more detail and likely would

include anticipated dates or elapsed periods of time for major events.

Item 3. Key Information

This item includes requirements for selected financial data,

exchange rate information, the reasons for the offer and the expected

use of proceeds, and information about risk factors. With respect to

the Item 3.B requirement for a statement of capitalization and

indebtedness, we have amended the proposed instructions to clarify that

this statement is not required in annual reports, in line with current

disclosure practice, and also to provide guidance

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on complying with the requirement in the case of offerings under shelf

registration statements. With respect to the requirement for

information on the reason for the offer and use of proceeds, found in

Item 3.C, we view this item as calling for the same type of information

that U.S. companies provide in response to Item 504 of Regulation S-K.

With respect to Item 3.D, risk factors, one commenter suggested that

attempting to limit risk factor disclosure in annual reports to ``the

most significant risk factors'' was confusing and unnecessary. We agree

that, in view of our recent ``plain English'' initiative and its

emphasis on avoiding boilerplate risk factors, any listing of risk

factors--whether in a registration statement or an annual report--

should focus on the most significant risk factors as they apply to the

issuer and its operations. An explicit instruction would be redundant

and may create confusion. Accordingly, we have deleted this

instruction.

Item 4. Information on the Company

This item includes requirements for a description of the issuer's

business and properties. To the extent segment information is required,

this item states that information may be presented on the same basis as

that used to determine the company's business segments under the body

of accounting principles used in preparing the financial statements.

This statement is intended to refer to the accounting principles used

in preparing the primary financial statements, not those used in

preparing any required U.S. GAAP reconciliation. One commenter

suggested that we continue to include the Form 20-F instructions

regarding the necessity of complying with applicable Industry Guides

and, for issuers in extractive industries, the need to name any

independent consultants who have prepared or reviewed estimates of

reserves. Following this suggestion, we have revised the instructions

to Item 4 to reflect our existing instructions in this area.

Item 5. Operating and Financial Review and Prospects

This item corresponds to the current requirement for management's

discussion and analysis of financial condition and results of

operations. We interpret the requirements of this item as being

essentially the same as those of old Item 9 of Form 20-F. We have added

an instruction to clarify that, as was the case under old Item 9, this

section of the registration statement or report should discuss any

aspect of the U.S. GAAP reconciliation and U.S. GAAP differences that

the registrant believes is necessary for an understanding of the

financial statements as a whole. In response to comments asking us to

clarify when information must be provided with respect to inflation

rates and the effects of hyperinflation, we have added an instruction

to provide additional guidance.

Item 6. Directors, Senior Management and Employees

This item includes requirements relating to compensation and

shareholdings for directors and management. The definition of the term

``administrative, supervisory or management bodies'' in Form 20-F's

Glossary states that this term corresponds to ``executive officers'' in

the United States. Two commenters suggested that this attempt at

clarification could create confusion, because in some countries the

members of these bodies may not perform the same functions as executive

officers in U.S. companies. In response to this concern, we have

deleted the clarification and added an instruction stating that the

meaning of these terms will depend on the functions performed.

Several commenters noted that Item 6 requires disclosure of the

amount of shares held by individual directors and management, without

the alternative previously available under old Item 5 of Form 20-F of

providing this information on an aggregate basis. We believe that the

international disclosure standards reflect a consensus that the

individual share ownership of management provides important information

for investors. However, we have added an instruction indicating that if

an individual member of management beneficially owns less than 1% of

the outstanding securities, that fact may be stated instead of

providing the specific number of shares that individual beneficially

owns, as long as the specific number of shares is not otherwise

disclosed or required to be disclosed in a non-U.S. jurisdiction. This

mirrors the approach taken in Item 403 of Regulation S-K for U.S.

issuers.

Item 7. Major Shareholders and Related Party Transactions

This item requires disclosure of information about major

shareholders and others that control or may control the company, as

well as disclosure of related party transactions. At the request of one

commenter, we have added an instruction similar to Instruction 3 to

Item 404(c) of Regulation S-K, to clarify the extent to which banks and

other lending institutions must disclose loans made in the ordinary

course of business. Item 7 reduces the Form 20-F threshold for

disclosure of beneficial ownership from 10% to 5%, and the commenters

that mentioned this change generally expressed support.

Item 8. Financial Information

This item contains requirements relating to the presentation of

financial statements, requirements that previously were set forth in

Rule 3-19 of Regulation S-X, and requirements relating to legal

proceedings. The only change we are making to Regulation S-X is the

elimination of Rule 3-19; the remaining items of Regulation S-X

continue to apply to registration statements and reports filed by

foreign private issuers to the same extent they did before these

amendments to Form 20-F were adopted. With respect to the provisions of

Item 8.A.5 that relate to financial information published by the issuer

that is more current than the financial statements required in the

filing, some commenters expressed concern that these provisions expand

on the requirements of Rule 3-19(f) or change the reconciliation

requirement for this type of information. This was not the intention,

and we have revised the instructions in an attempt to eliminate any

confusion on this point.\29\ We also have added an instruction

clarifying that in order to comply with the requirement for three years

of audited financial statements, the issuer is not required to provide

a balance sheet for the earliest of these periods if it is not required

in a jurisdiction outside the United States.

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\29\ There also is no change in the reconciliation requirement

for interim information presented in selected financial data.

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Two commenters asked if the statement in the Item 8 instructions

and in the General Instructions, that financial statements must be

audited in accordance with U.S. generally accepted auditing standards,

was intended to change the staff's practice of accepting auditor's

reports that state that the audit was conducted in accordance with

local auditing standards that are ``substantially similar'' or

``similar in all material respects'' to U.S. GAAS. As one commenter

noted, that practice was adopted to accommodate audit report styles in

different jurisdictions that differ from the audit report wording

specified by U.S. GAAS. The practice was not intended to relieve the

auditor of the responsibility to perform all auditing procedures

necessary under U.S. GAAS. We do not intend to change our practice of

accepting wording variations in audit reports to comply with local

reporting formats. In all other

[[Page 53905]]

respects, however, in order to avoid ambiguity, the report must say

that the audit was performed in accordance with U.S. GAAS.

Item 9. The Offer and Listing

This item includes requirements for a description of the offering,

including the plan of distribution, trading markets, selling

shareholders, dilution and expenses. Item 9.A requires disclosure of

how the offering price was determined if there is no established market

for the securities being offered. We view this requirement as being

equivalent to the requirement of Item 505 of Regulation S-K. One

commenter pointed out that the requirement in Item 9.B.1 for the

underwriters' addresses could create logistical problems in U.S.-style

offerings where the syndicate members are not decided until final

pricing. In those circumstances, however, an issuer may comply with

this requirement by disclosing only the addresses of the lead

underwriters, which should be known before pricing. Generally speaking,

for a U.S.-style, firm commitment underwritten offering, we would

expect that the responses to Item 9.B, Plan of Distribution, would

include much of the same information provided in response to Item 508

of Regulation S-K, to the extent that information is material to an

investor's understanding of the offering.

Item 10. Additional Information

This item includes requirements for, among other things, a

description of the issuer's share capital, significant provisions of

its articles of incorporation and bylaws, its material contracts, and

applicable taxes. One commenter suggested that certain requirements of

Item 10, specifically subsections 10.A (Share Capital), 10.E (Taxation)

and 10.F (Dividends and Paying Agents), be limited to registration

statements and annual reports relating only to equity securities, since

that information is inapplicable to other types of securities, or would

otherwise be disclosed in the issuer's financial statements or in

response to Item 10.B, Memorandum and Articles of Association. After

considering this comment and the prior requirements of Form 20-F, we

agree that the information called for by Item 10.A and 10.F is less

pertinent to non-equity securities and to annual reports, and we have

amended the item to limit these requirements to registration statements

relating to equity securities.

E. ``Foreign Private Issuer'' Definition

We are adopting the proposed amendments to Rule 405 under the

Securities Act and Rule 3b-4 under the Exchange Act, which contain the

definition of ``foreign private issuer,'' essentially in the form

proposed, with some additional clarification. The amendments, in

effect, change the test of whether more than 50 percent of an issuer's

outstanding voting securities are held by residents of the United

States from a record ownership test to one that more closely reflects

the beneficial ownership of the issuer's securities.\30\ As noted in

the Proposing Release, we believe that the increased prevalence of

offshore nominees and custodial accounts has made record ownership less

meaningful for purposes of determining U.S. ownership. We believe a

test based more closely on beneficial ownership gives a better picture

of whether or not a company incorporated outside the United States is

entitled to the accommodations available to foreign private issuers

under the federal securities laws. The ownership test adopted today is

based on the method of calculation used in Exchange Act Rule 12g3-2(a),

which follows the definition of ``securities held of record'' in Rule

12g5-1, but requires the issuer to ``look through'' the record

ownership of brokers, dealers, banks or nominees holding securities for

the accounts of their customers to determine the residency of those

customers. Issuers also must take into account information regarding

U.S. ownership derived from beneficial ownership reports that are

provided to the issuer or filed publicly, as well as information that

otherwise is provided to the issuer. The reference to beneficial

ownership reports is not limited to reports filed with the Commission,

since we understand that beneficial ownership of an issuer's securities

may be required to be provided to the issuer or disclosed publicly in

other countries, as well as in the United States.

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\30\ There are two parts to the foreign private issuer

definition. The first part is based on ownership of the issuer's

securities. The second part of the definition is based on whether

(a) a majority of the issuer's executive officers or directors are

U.S. citizens or residents, (b) over 50% of its assets are within

the United States, or (c) its business is administered principally

in the United States. Any one of these three factors, together with

majority U.S. ownership, will mean the issuer fails to satisfy the

foreign private issuer definition.

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Several commenters suggested that these changes would create a

substantial burden for companies that trade in many different markets,

and that widely held companies would have to devote significant effort

and expense in determining beneficial ownership in many jurisdictions

where the likelihood of finding U.S. owners is small. In order to

address these concerns, we have limited the application of the ``look

through'' provisions of Rule 12g3-2(a) to voting securities held of

record:

In the United States,

In the issuer's home jurisdiction, and

In the primary trading market for the issuer's securities

if different from the issuer's home jurisdiction.

These jurisdictions should cover most of the trading volume for the

issuer's securities, and searches in these jurisdictions are likely to

yield the greatest number of U.S. beneficial owners. This modification

to the test should reduce the burden on foreign companies while still

producing a reasonably accurate picture of whether or not the company

is a foreign private issuer.

Most commenters questioned the basis for our proposed rebuttable

presumption that, if a foreign issuer's securities trade in the U.S.

markets in the form of American Depositary Receipts, or ADRs, the

shares deposited in the ADR program are held solely by U.S. residents.

These commenters pointed out that, for a number of reasons, non-U.S.

investors may choose to hold securities in ADR form. Because it appears

that issuers will not take advantage of the presumption and will feel

the need to query ADR depositaries regarding the owners of ADRs, we

have determined not to adopt the presumption.

Some commenters pointed out that it is not always possible for

issuers to obtain information about separate customer accounts, as

required by Rule 12g3-2(a). Brokers, dealers, banks or other nominees

may be unwilling or unable to provide information about their customer

accounts. This problem is not unique to the foreign private issuer

definition, however; the duty to inquire about separate customer

accounts already exists for issuers deciding whether the reporting

exemption in Rule 12g3-2(a) is available. In the case of the foreign

private issuer definition, the issuer would not be asking nominees to

provide the number of U.S. shareholders or the names of those

shareholders, but only the percentage of the nominee's holdings of the

issuer's securities that are represented by U.S. accounts. If after

reasonable inquiry, however, the issuer is unable to obtain information

about the nominee's customer accounts, including cases where the

nominee's charge for supplying this information would be unreasonable,

the issuer may rely on a presumption that the customer accounts are

held in the nominee's principal place of business. We have

[[Page 53906]]

revised the instructions to the foreign private issuer definition to

clarify this point.

III. Effective Dates and Transition Provisions

The amendments to rules and forms adopted today become effective

September 30, 2000, with certain exceptions. In some cases, as

explained below, the date at which a registrant will have to comply

with a revised form will depend on that registrant's fiscal year end.

Registration statements filed on Form F-1, Form F-4 or

Form 20-F--Registrants must use revised Form F-1 and revised Form

20-F for registration statements first filed on or after September

30, 2000.\31\ Registrants that are not eligible to incorporate Form

F-4 information by reference to a previously filed annual report on

Form 20-F also must use revised Form F-4 for registration statements

filed on or after September 30, 2000.

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\31\ Forms F-6 and S-11 under the Securities Act were revised to

conform cross-references to Form 20-F. The changes to these forms

also are effective for forms first filed on or after September 30,

2000.

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Registration statements filed on Forms F-2 and F-3 and

on Form F-4 if it permits information to be incorporated by

reference--These forms permit a registrant to satisfy form

requirements by incorporating information from an annual report on

Form 20-F. Form F-4 also permits the registrant to incorporate

information about the other party to a business combination by

referring to that company's annual report. The revised Forms F-2, F-

3 and F-4 do not provide for incorporation of information by

reference to ``old'' Form 20-F. Accordingly, the revisions to Forms

F-2 and F-3 will be effective for registration statements and post-

effective amendments filed any time after a registrant is required

to file its first annual report on revised Form 20-F. In cases where

a Form F-4 permits information about either party to the business

combination to be incorporated by reference to an annual report on

Form 20-F, the revisions to Form F-4 will be effective for

registration statements and post-effective amendments filed any time

after the party whose information is being incorporated by reference

is required to file its first annual report on Form 20-F.

Annual reports filed on Form 20-F--Revised Form 20-F

must be used for annual or transition reports filed with respect to

fiscal years ending on or after September 30, 2000.

Rule 3-19--Rule 3-19 of Regulation S-X will no longer

apply to registration statements filed on or after September 30,

2000 that are filed on Form F-1 or on a Form F-4 that permits

incorporation of information by reference. A registrant may continue

to rely on Rule 3-19 for registration statements filed on Forms F-2

and F-3, and on a Form F-4 that permits incorporation of information

by reference, until the revisions to those forms take effect.

The following information applies to situations that arise when

registrants make the transition from the old version of a form to the

revised version:

Pre-effective amendments--If, on September 30, 2000, a

foreign private issuer has on file at the Commission a registration

statement on Form F-1, a Form F-4 that does not permit incorporation

by reference or Form 20-F and that registration statement has not

been declared effective, the issuer may continue to file pre-

effective amendments to that registration statement after September

30, 2000 without modifying those pre-effective amendments to reflect

the revisions. This position does not apply to pre-effective

amendments to registration statements on Forms F-2, Form F-3 or a

Form F-4 that permits incorporation by reference, because

registrants will have a lengthy transition period and experience

preparing an annual report on revised Form 20-F, before they have to

comply with the revisions to those Securities Act registration

statements.

Post-effective amendments--The revisions to

registration statement forms adopted today apply to post-effective

amendments filed on or after the effective date given above for a

particular form if the post-effective amendment is to include the

registrant's latest audited financial statements or to update the

prospectus under Section 10(a)(3).\32\

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\32\ 15 U.S.C. 77j(a)(3).

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Registration statements and post-effective amendments

filed under Rules 462 (b) and (c)--Registration statements and post-

effective amendments filed under Rules 462 (b) and (c) are effective

upon filing with the Commission. These registration statements and

amendments must comply with the registration statement revisions

adopted today only if the registrant first filed the underlying

registration statement on or after the effective date given above

for a particular form.

Prospectus supplements--The revisions to registration

statement forms adopted today apply to prospectus supplements filed

on or after the effective date given above for a particular form. If

an issuer filed a base prospectus under Rule 415(a)(1)(x) before it

was required to comply with revised Form F-3, that base prospectus

does not have to be amended, even though subsequent prospectus

supplements must comply with the revised form.

Registrants are encouraged to use the revised forms for

registration statements and annual reports on a voluntary basis before

the compliance dates described above. A registrant that wishes to use

revised Forms F-2, F-3 or F-4 before it has filed its first annual

report on revised Form 20-F may do so. In those cases, however, the

registrant either will have to amend its previously filed annual report

to comply with the new disclosure requirements of Form 20-F or provide

within the body of the Securities Act registration statement the

information it would otherwise incorporate from Form 20-F.

IV. Cost-Benefit Analysis

The amendments update and simplify the disclosure requirements for

foreign private issuers. We believe the amendments will make it easier

for foreign private issuers to raise capital and list their securities

in multiple jurisdictions, including the United States. In addition, as

other jurisdictions adopt or accept the international standards, U.S.

issuers desiring to raise capital in multiple foreign markets will

enjoy the benefits of harmonization.

Foreign issuers seeking to raise capital or list securities in more

than one jurisdiction often encounter differing, and in some cases

conflicting, regulatory requirements. These regulatory hurdles may

influence issuers' decisions about where to offer or list their

securities. A primary goal of the amendments to Form 20-F is to

encourage and facilitate the use of one disclosure document by issuers

seeking to raise capital or list securities in multiple jurisdictions.

The amendments provide the benefits of lowering regulatory barriers to

cross-border offerings and listings with the result of reduced

regulatory costs and burdens. The amendments will bring us closer to

the goal of enabling issuers to prepare one basic disclosure document

that will be accepted in many jurisdictions. Although some tailoring of

the disclosure document may be required to satisfy specific national

requirements, issuers and investors will benefit from greater

uniformity in the requirements for core disclosure topics.

The amendments impose some additional disclosure requirements on

foreign private issuers. However, we believe that the benefits of the

amendments--to issuers and investors--justify possible costs. As we

stated in the proposing release, we believe the IOSCO standards

incorporated into amended Form 20-F are generally comparable to the

prior disclosure requirements of Form 20-F and that foreign private

issuers should not experience significantly increased compliance costs.

Some commenters, including attorneys in private practice informally

contacted by the staff of the Office of International Corporate

Finance, have concurred with our view. They acknowledge that the

disclosure requirements in amended Form 20-F are comparable to the

Form's previous disclosure requirements and would not, in practice,

result in significant additional or quantifiable compliance costs.

We recognize that shortening the age of financial statements

requirement may present burdens for some foreign private

[[Page 53907]]

issuers. We believe that the transparency benefits to investors of the

availability of more current information justifies the potential

burdens of the new requirements. Indeed, several commenters expressed

their belief that the amendments will increase transparency, ensure a

high level of investor protection and enhance the comparability of

disclosures between foreign and domestic issuers. In addition, in

conversations with practitioners, many indicated that they did not

expect the new Form 20-F requirements to impact their clients

adversely, because the market already demands more current financial

information from offerors than presently required. For these issuers,

no new burden will exist. Moreover, in response to concerns raised by

some commenters, the final amendments relax the age of financial

statement requirements for continuous offerings, diminishing the

burdens potentially associated with the new timing requirements.

Furthermore, in many offerings, issuers have flexibility to determine

the timing of their filings and may be able to plan their offerings to

accommodate the requirements. Accordingly, the Commission does not

believe that foreign private issuers should experience a significant

quantifiable burden in complying with the amendments.

There are other reasons to conclude that the benefits of the

amendments, which will accrue both to investors and to issuers, will

justify the costs. First, the purpose of the amendments is to

facilitate cross-border offerings and listings. We believe the

amendments will encourage other jurisdictions to endorse or adopt the

IOSCO standards, and widespread acceptance of the standards will

further reduce compliance burdens for foreign issuers, as well as for

U.S. issuers seeking capital abroad.

Second, we, as well as some commenters, expect additional

compliance costs will be mitigated because a significant number of

foreign private issuers already comply, for various reasons, with the

additional disclosure requirements in the amended Form. For instance:

Foreign issuers often provide the additional information

that is required by the amended Form in order to successfully market

their securities or attract investors, or in response to our general

materiality requirements.

As one commenter noted, some of the new requirements,

including those related to age of financial statements, 5% beneficial

ownership disclosure, and expanded compensation-related disclosure, are

equivalent or comparable to disclosure requirements that currently are

or will soon be mandated in many European jurisdictions.

Other countries, such as Argentina, Italy and Mexico, are

adopting IOSCO's international disclosure standards for their domestic

issuer disclosure requirements. As regulators move further in the

direction of harmonized standards, we expect more jurisdictions to

endorse and more foreign issuers to comply with the IOSCO standards.

Third, not all of the disclosure requirements of the amended Form

will apply to all foreign private issuers; some requirements are based,

as with old Form 20-F, on foreign requirements. In these instances,

disclosure will not be required under the amended Form unless a foreign

private issuer is required to disclose information in another

jurisdiction or makes the requested information public on a voluntary

basis.

Finally, the amendments are scheduled to take effect gradually,

beginning more than one year from adoption, at the earliest. This

schedule will give foreign private issuers a significant amount of time

to familiarize themselves with the amendments and to set up cost-

effective procedures, as necessary, to comply with the amendments. We

believe this will allow foreign issuers to plan and minimize any

compliance costs.

Some commenters expressed concern that the amendments to change the

definition of ``foreign private issuer'' under the Exchange Act and the

Securities Act would impose significant compliance costs. We believe

the new requirements are beneficial to the integrity of our regulatory

system, which provides accommodations for foreign issuers because of

the unique difficulties they face in entering a foreign regulatory

regime. The amendments provide a more accurate portrayal of whether a

company incorporated outside the United States is the type of entity

for whom the special rules and forms for foreign private issuers were

intended.

In response to concerns expressed by commenters about the costs

associated with the amendments, we have determined to adopt a more

focused ``look through'' requirement that will reduce issuer costs and

capture most U.S. ownership information. We believe that the benefits

of accurate issuer categorization justify the additional costs a

company incorporated outside the United States may bear in determining

whether it is entitled to the accommodations available to foreign

private issuers.

In sum, we expect the amendments to revise Form 20-F, accelerate

the age of financial statements requirements, and revise the definition

of foreign private issuers, will impose transitional costs on foreign

private issuers, but after a transitional period, we believe those

costs will become much less significant. We believe those costs are

justified in light of the benefits the amendments will provide to

issuers, investors and the markets.

V. Consideration of Burdens on Competition, and Promotion of

Efficiency, Competition and Capital Formation

Form 20-F is used by foreign private issuers as an initial

registration statement and as an annual report form under the Exchange

Act. The amendments to Form 20-F and related forms and rules should

encourage and facilitate the use of one disclosure document that would

meet the regulatory requirements of multiple jurisdictions. The

Commission sought but did not receive any comments related to whether

the amendments would promote efficiency, competition or capital

formation, or have anti-competitive effects. Under Section 2(b) of the

Securities Act and 3(f) of the Exchange Act, the Commission considered

whether the amendments would promote competition, cross-border capital

formation, and efficiency in multi-jurisdictional offerings and

listings. Moreover, the amendments adopted today reflect the

Commission's consideration, as required by Section 23(a) of the

Exchange Act, of the impact the amendments may have on competition. The

amendments are designed to harmonize disclosure requirements for

foreign issuers, without imposing any negative impact on U.S.

businesses. Therefore, the Commission believes that any burden on

competition imposed by the amendments is necessary or appropriate in

furtherance of the purposes of the Exchange Act.

VI. Regulatory Flexibility Act Certification

Pursuant to the Regulatory Flexibility Act (15 U.S.C. Sec. 605(b)),

the Chairman of the Commission certified at the proposal stage that the

revisions to rules and forms will not have a significant impact on a

substantial number of small entities. We received no comments

specifically addressing the certification. A copy of the certification

was attached as Appendix A to the Proposing Release.

[[Page 53908]]

VII. Paperwork Reduction Act

The amendments affect Form 20-F, which contains ``collection of

information requirements'' within the meaning of the Paperwork

Reduction Act of 1995.\33\ The title for the collection of information

is ``Form 20-F.'' Providing the information required by Form 20-F is

mandatory for foreign private issuers required to register securities

or offerings with the Commission, and the information collected will

not be kept confidential.

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\33\ 44 U.S.C. Secs. 3501 et seq.

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The amendments will affect changes to collections of information

within the Paperwork Reduction Act. The collections of information

would be required by amended Form 20-F. Most of the disclosure

requirements of amended Form 20-F closely correspond to the Form's

previous disclosure requirements. The new requirements of the amended

Form are based on common national requirements in other countries, as

identified by IOSCO. For these reasons, we do not expect filers of the

amended Form 20-F to experience a long-term quantifiable change in

their information collection burdens. In the short term, we expect that

foreign private issuers will spend time reviewing Form 20-F to become

familiar with its amended format and requirements, and as necessary,

implement measures to comply with additional disclosure requirements.

The adopted rule is substantially similar to the proposed rules with

respect to the collection of information requirements. Changes from the

proposed Form were undertaken in response to comment letters and

principally are clarifications.

The information collection burden is not readily quantifiable for

several reasons:

Some of the new disclosure requirements are not triggered

unless the Form 20-F filer has a disclosure obligation under foreign

law;

Different issuers will need more or less time to become

familiar with the amendments;

Some foreign private issuers already disclose voluntarily

the information that is required by the amendments.

Once all Form 20-F filers familiarize themselves with the amended

Form, we believe the burden hours will revert to the current

information collection burden estimate. In the longer term, as more

jurisdictions endorse and accept the IOSCO standards, we believe that

the burden estimate may decrease as the differences between U.S.

standards and foreign standards are reduced.

We determined the number of burden hours by estimating the number

of hours it would take for an average foreign private issuer to: (1)

become familiar with the amendments; (2) make an initial filing on

amended Form 20-F and/or related amended Securities Act forms; and (3),

file subsequent registration statements or reports using amended Form

20-F standards. It is our estimate that the average foreign private

issuer initially would need 20 hours to understand the amendments and

another 10 to implement them. We believe this 30 hour burden will

decrease significantly after the first time a foreign private issuer

complies with the amendments.

In addition to the transition burden, the average foreign private

issuer would need 451 hours annually to file an amended Form 20-F or

amended Securities Act form that incorporated Form 20-F standards. To

reach this number, we relied on the total annual burden hour estimate

submitted in connection with Form 20-F to the Office of Management and

Budget, referred to as OMB, in 1996. The resulting estimate is

significantly less than the 1,995 burden hours set forth in the

Proposing Release for these amendments, which upon further review, we

determined was inaccurate. We solicited but did not receive any

comments on this estimate. In subsequent years, we expect the annual

burden to revert to 451 hours per response. We estimate that there

would be 1,007 respondents to Form 20-F. Each respondent would respond

once per year.

The Commission submitted the proposed revisions to those rules and

forms to OMB for review in accordance with 44 U.S.C. 3507(d) and 5 CFR

1320.11. An agency may not conduct or sponsor, and a person is not

required to respond to, a collection of information unless it displays

a currently valid OMB control number. The OMB control number is 3235-

0288. The revised forms and regulations set forth the disclosures that

the Commission will require foreign private issuers to make to the

public about themselves and their securities offerings. Requests for

materials submitted to OMB by the Commission with regard to the

collection of information should be in writing, refer to File No. S7-3-

99, and be submitted to the Securities and Exchange Commission, Records

Management, Office of Filings and Information Services.

VIII. Statutory Basis and Text of Amendments

The amendments to the Commission's rules and forms are adopted

pursuant to Sections 2(b), 5, 6, 7, 10 and 19(a) of the Securities Act

of 1933 as amended, Sections 3, 12, 13, 15 and 23 of the Securities

Exchange Act of 1934, and Section 319 of the Trust Indenture Act of

1939.

List of Subjects

17 CFR Part 210

Accountants, Accounting.

17 CFR Part 228

Reporting and recordkeeping requirements, Securities, Small

business.

17 CFR Parts 229, 239 and 249

Reporting and recordkeeping requirements, Securities.

17 CFR Part 230

Advertising, Investment companies, Reporting and recordkeeping

requirements, Securities.

17 CFR Part 240

Brokers, Reporting and recordkeeping requirements, Securities.

17 CFR Part 260

Reporting and recordkeeping requirements, Securities, Trusts and

trustees.

Text of the Amendments

In accordance with the foregoing, the Securities and Exchange

Commission amends Title 17, chapter II of the Code of Federal

Regulations as follows:

PART 210--FORM AND CONTENT OF AND REQUIREMENTS FOR FINANCIAL

STATEMENTS, SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF

1934, PUBLIC UTILITY HOLDING COMPANY ACT OF 1935, INVESTMENT

COMPANY ACT OF 1940, AND ENERGY POLICY AND CONSERVATION ACT OF 1975

1. The authority citation for part 210 continues to read as

follows:

Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77aa(25),

77aa(26), 78j-1, 78l, 78m, 78n, 78o(d), 78u-5, 78w(a), 78ll(d),

79e(b), 79j(a), 79n, 79t(a), 80a-8, 80a-20, 80a-29, 80a-30, 80a-

37(a), unless otherwise noted.

Sec. 210.3-19 [Removed]

2. By removing and reserving Sec. 210.3-19.

Sec. 210.3-20 [Amended]

3. Amend Sec. 210.3-20 in the last sentence of paragraph (d) by

removing the words ``Items 17(c)(2) or 18(c)(2) of'' and adding, in

their place, the words ``Item 17(c)(2) of''.

4. By removing in 17 CFR Part 210 the words ``Sec. 210.3-19'' and

adding, in their place, the words ``Item 8.A of Form 20-

[[Page 53909]]

F (Sec. 249.220 of this chapter)'' in the following places:

a. Section 210.3-01(h); and

b. Section 210.3-02(d).

Sec. 210.3-12 [Amended]

5. Amend Sec. 210.3-12 in paragraph (f) by removing the words

``specified in Sec. 210.3-19. Financial statements of a foreign

business which are furnished pursuant to Secs. 210.3-05 or 210.3-09

because it is an acquired business or a 50 percent or less owned person

may be of the age specified in Sec. 210.3-19.'' and adding, in their

place, the words ``specified in Item 8.A of Form 20-F (Sec. 249.220f of

this chapter). Financial statements of a foreign business which are

furnished pursuant to Secs. 210.3-05 or 210.3-09 because it is an

acquired business or a 50 percent or less owned person may be of the

age specified in Item 8.A of Form 20-F.''

PART 228--INTEGRATED DISCLOSURE SYSTEM FOR SMALL BUSINESS ISSUERS

6. The authority citation for part 228 continues to read as

follows:

Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2,

77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77jjj, 77nnn, 77sss,

78l, 78m, 78n, 78o, 78u-5, 78w, 78ll, 80a-8, 80a-29, 80a-30, 80a-37,

80b-11, unless otherwise noted.

Sec. 228.310 [Amended]

7. Amend the first sentence in Note 2 of Sec. 228.310 by removing

the words ``Articles 3-19 and 3-20 (17 CFR 210.3-19 and 210.3-20)'' and

adding, in their place, the words ``Item 8.A of Form 20-F (17 CFR

249.220f) and Article 3-20 of Regulation S-X (17 CFR 210.3-20)''.

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

8. 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, 77z-2,

77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77nnn,

77sss, 78c, 78i, 78j, 78l, 78m, 78n, 78o, 78u-5, 78w, 78ll(d), 79e,

79n, 79t, 80a-8, 80a-29, 80a-30, 80a-37, 80b-11, unless otherwise

noted.

* * * * *

Sec. 229.402 [Amended]

9. Amend Sec. 229.402(a)(1)(ii) by removing the words ``Items 11

and 12 of Form 20-F [17 CFR 249.220f]'' and adding, in their place, the

words ``Items 6.B. and 6.E.2. of Form 20-F (17 CFR 249.220f)''.

10. Amend Sec. 229.404 by revising paragraph 3 of Instructions to

Item 404 to read as follows:

Sec. 229.404 (Item 404) Certain relationships and related

transactions.

* * * * *

Instructions to Item 404.

* * * * *

3. A foreign private issuer will be deemed to comply with Item

404 if it provides the information required by Item 7.B of Form 20-F

(17 CFR 249.220f).

Sec. 229.512 [Amended]

11. Amend Sec. 229.512 in the first sentence of paragraph (a)(4) by

removing the words ``Sec. 210.3-19 of this chapter'' and adding, in

their place, the words ``Item 8.A. of Form 20-F (17 CFR 249.220f)''.

Sec. 229.601 [Amended]

12. Amend Sec. 229.601 in paragraph (b)(10)(iii)(B)(5) by removing

the words ``Item 11 of Form 20-F'' and adding, in their place, the

words ``Item 6.B. of Form 20-F (Sec. 249.220f of this chapter)''.

PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

13. The authority citation for part 230 continue to read in part as

follows:

Authority: 15 U.S.C. 77b, 77f, 77g, 77h, 77j, 77r, 77s, 77sss,

78c, 78d, 78l, 78m, 78n, 78o, 78w, 78ll(d), 79t, 80a-8, 80a-24, 80a-

28, 80a-29, 80a-30, and 80a-37, unless otherwise noted.

* * * * *

Sec. 230.175 [Amended]

14. Amend Sec. 230.175 by removing in paragraph (b)(2)(i) the words

``or Item 9 of Form 20-F (Sec. 249.220f of this chapter) `Management's

discussion and analysis of financial condition and results of

operations,' '' and adding, in their place, the words ``Management's

Discussion and Analysis of Financial Condition and Results of

Operations, or Item 5 of Form 20-F, Operating and Financial Review and

Prospects, (Sec. 249.220f of this chapter)''; by removing in paragraph

(c)(3) the words ``Item 9 of Form 20-F'' and adding, in their place,

the words ``Item 5 of Form 20-F''.

15. By amending Sec. 230.405 by revising the definition of

``foreign private issuer'' to read as follows:

Sec. 230.405 Definitions of terms.

* * * * *

Foreign private issuer. The term foreign private issuer means any

foreign issuer other than a foreign government except an issuer meeting

the following conditions:

(1) More than 50 percent of the outstanding voting securities of

such issuer are directly or indirectly owned of record by residents of

the United States; and

(2) Any of the following:

(i) The majority of the executive officers or directors are United

States citizens or residents;

(ii) More than 50 percent of the assets of the issuer are located

in the United States; or

(iii) The business of the issuer is administered principally in the

United States.

Instructions to paragraph (1) of this definition: To determine

the percentage of outstanding voting securities held by U.S.

residents:

A. Use the method of calculating record ownership in Rule 12g3-

2(a) under the Exchange Act (Sec. 240.12g3-2(a) of this chapter),

except that your inquiry as to the amount of shares represented by

accounts of customers resident in the United States may be limited

to brokers, dealers, banks and other nominees located in:

(1) The United States,

(2) Your jurisdiction of incorporation, and

(3) The jurisdiction that is the primary trading market for your

voting securities, if different than your jurisdiction of

incorporation.

B. If, after reasonable inquiry, you are unable to obtain

information about the amount of shares represented by accounts of

customers resident in the United States, you may assume, for

purposes of this definition, that the customers are residents of the

jurisdiction in which the nominee has its principal place of

business.

C. Count shares of voting securities beneficially owned by

residents of the United States as reported on reports of beneficial

ownership that are provided to you or publicly filed and based on

information otherwise provided to you.

* * * * *

16. Amend Sec. 230.434 by revising paragraph (c)(3)(i) to read as

set forth below; and by removing in paragraph (c)(3)(ii) the words

``Item 11 of Form S-3 or Form F-3 (Sec. 239.13 or Sec. 239.33 of this

chapter)'' and adding, in their place, the words ``Item 11 of Form S-3

or Item 5 of Form F-3 (Sec. 239.13 or Sec. 239.33 of this chapter)''.

Sec. 230.434 Prospectus delivery requirements in firm commitment

underwritten offerings of securities for cash.

* * * * *

(c) * * *

(3) * * *

(i) The description of securities required by Item 202 of

Regulations S-K (Sec. 229.202 of this chapter) or by Items 9, 10 and 12

of Form 20-F (Sec. 249.220f of this chapter) as applicable, or a fair

and accurate summary thereof; and

* * * * *

[[Page 53910]]

Sec. 230.463 [Amended]

17. Amend Sec. 230.463 by removing in paragraph (a) the words

``Item 16(e)'' and adding, in their place, the words ``Item 14(e)''.

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

18. The general authority citation for part 239 continues to read

in part as follows:

Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77sss, 78c,

78l, 78m, 78n, 78o(d), 78u-5, 78w(a), 78ll(d), 79e, 79f, 79g, 79j,

79l, 79m, 79n, 79q, 79t, 80a-8, 80a-24, 80a-29, 80a-30 and 80a-37,

unless otherwise noted.

* * * * *

19. Amend General Instruction E. to Form S-11 (referenced in

Sec. 239.18) by removing the words ``Items 3, 4, 10, 11 and 18,

respectively, of Form 20-F'' and adding, in their place, the words

``Items 6, 7.A, 8.A.7, and 18 of Form 20-F''.

Note: The text of Form S-11 does not and this amendment will not

appear in the Code of Federal Regulations.

20. Amend Form F-1 (referenced in Sec. 239.31) by removing in

General Instruction III the words ``the information that would be

required by Item 11'' and adding in their place the words ``the

information which would be required by Item 4''; by removing in General

Instruction III the words ``called for by Item 9'' and adding in their

place the words ``called for by Items 10.A and 10.B of Form 20-F or

Item 12 of Form 20-F, as applicable''; by removing Items 4 through 10

and 13; by redesignating Items 11, 12, 14, 15, 16, and 17 as Items 4,

5, 6, 7, 8, and 9; by revising the caption for newly designated Item 4

to read ``Information with Respect to the Registrant and the

Offering''; by removing in newly designated Item 4(b) the words

``Pursuant to Item 16'' and adding, in their place, the words

``Pursuant to Item 8''; and, by removing in newly designated Item 8(b)

the words ``and Item 11(b) of this Form'' and adding, in their place,

the words ``and Item 4(b) of this Form''.

21. Amend Form F-1 (referenced in Sec. 239.31) the Instructions As

To Summary Prospectuses section by redesignating paragraphs 1.(c),

1.(d), 1.(e), 1.(f), 1.(g) and 1.(h) as paragraphs 1.(c)(i), 1.(c)(ii),

1.(c)(iii), 1.(c)(iv), 1.(c)(v) and 1.(d); by removing in newly

designated paragraph 1.(c)(i) the words ``As to Item 4, a'' and adding,

in their place, ``A''; by removing in newly designated paragraph

1.(c)(ii) the words ``As to Item 7, a'' and adding, in their place,

``A''; by removing in newly designated paragraph 1.(c)(iii) the words

``As to Item 8, a'' and adding, in their place, ``A''; by removing in

newly designated paragraph 1.(c)(iv) the words ``As to Item 9, a'' and

adding, in their place, ``A''; by removing in newly designated

paragraph 1.(c)(v) the words ``As to Item 11, a brief statement of the

general character of the business done and intended to be done, the

Selected Financial Data (Item 8 of Form 20-F (Sec. 249.220f of this

chapter))'' and adding, in their place, the words ``As to Item 4, a

brief statement of the general character of the business done and

intended to be done, the Selected Financial Data (Item 3.A of Form 20-F

(Sec. 249.220f of this chapter))''; by removing in paragraph 3 the

words ``that information as to Items 9 and 11 specified in paragraphs

(f) and (g) above'' and adding, in their place, the words ``that

information specified in paragraphs 1.(c)(iv) and 1.(c)(v) above''.

Note: The text of Form F-1 does not and this amendment will not

appear in the Code of Federal Regulations.

22. Amend Form F-2 (referenced in Sec. 239.32) by removing Items 4

through 10 and 14; by adding new Item 4 to read as follows; by

redesignating Items 11, 12, 13, 15, 16, and 17 as Items 5, 6, 7, 8, 9,

and 10; by removing in newly designated Item 5(b)(1) the words

``pursuant to Item 12'' and adding, in their place, the words

``pursuant to Item 6''; by removing in newly designated Item 5(b)(2)

the words ``accordance with Item 12 are not sufficiently current to

comply with the requirements of Rule 3-19 of Regulation S-X

(Sec. 210.3-19 of this chapter), financial statements necessary to

comply with that rule'' and adding, in their place, the words

``accordance with Item 6 are not sufficiently current to comply with

the requirements of Item 8.A of Form 20-F, financial statements

necessary to comply with that Item''; and, by removing in the caption

of the Note to newly designated Item 6 the words ``Item 12(a)'' and

adding, in their place, the words ``Item 6(a)''.

Note: The text of Form F-2 does not and this amendment will not

appear in the Code of Federal Regulations.

Securities and Exchange Commission, Washington D.C. 20549

Form F-2--Registration Statement Under the Securities Act of 1933

* * * * *

Item 4. Information About the Offering

Furnish the information about the offering required by the

following items of Form 20-F: Item 2 (Offer Statistics and Expected

Timetable), Item 3.B (Capitalization and Indebtedness), Item 3.C

(Reasons for the Offer and Use of Proceeds), Item 7.C (Interests of

Experts and Counsel), Item 10 (The Offer and Listing) and Item 12

(Description of Securities Other than Equity Securities). You do not

have to repeat in the prospectus any information called for by these

items if the same information is contained in a report being

incorporated by reference into this registration statement.

* * * * *

23. Amend Form F-2 (referenced in Sec. 239.32) the Instructions As

To Summary Prospectuses section by redesignating paragraphs 1.(c),

1.(d), 1.(e), 1.(f), 1.(g) and 1.(h) as paragraphs 1.(c)(i), 1.(c)(ii),

1.(c)(iii), 1.(c)(iv), 1.(c)(v) and 1.(d); by removing in newly

designated paragraph 1.(c)(i) the words ``As to Item 4, a'' and adding,

in their place, ``A''; by removing in newly designated paragraph

1.(c)(ii) the words ``As to Item 7, a'' and adding, in their place,

``A''; by removing in newly designated paragraph 1.(c)(iii) the words

``As to Item 8, the'' and adding, in their place, ``The''; by removing

in newly designated paragraph 1.(c)(iv) the words ``As to Item 9, a''

and adding, in their place, ``A''; and, by removing in newly designated

paragraph 1.(c)(v) the words ``As to Item 12, a brief statement of the

general character of the business done and intended to be done, the

Selected Financial Data (Item 8 of Form 20-F (Sec. 249.220f of this

chapter)'' and adding, in their place, the words ``A brief statement of

the general character of the business done and intended to be done, the

Selected Financial Data (Item 3.A of Form 20-F (Sec. 249.220f of this

chapter)''.

24. Amend Form F-3 (referenced in Sec. 239.33) by removing Items 4

through 10 and 14; by adding new Item 4 to read as follows; by

redesignating Items 11, 12, 13, 15, 16, and 17 as Items 5, 6, 7, 8, 9,

and 10; in newly designated Item 5 remove the words ``Item 12'' and

add, in their place, the words ``Item 6'' in the following places:

twice in Item 5(a), once in Item 5(b)(1), and once in Item 5(b)(2); by

removing in newly designated Item 5(b)(1) the words ``Form 8-K'' and

adding, in their place, the words ``Form 6-K''; by removing in newly

designated Item 5(b)(2) the words ``Rule 3-19 of Regulation S-X

(Sec. 210.3-19 of this chapter), financial statements necessary to

comply with that rule'' and adding, in their place, the words ``Item

8.A. of Form 20-F, financial statements necessary to comply with that

Item''; and by removing in the caption of the Note to newly designated

Item 6 the words ``Item 12(d)'' and adding, in their place, the words

``Item 6(d)''.

Note: The text of Form F-3 does not and this amendment will not

appear in the Code of Federal Regulations.

[[Page 53911]]

Securities and Exchange Commission

Form F-3, Registration Statement Under the Securities Act of 1933

* * * * *

Item 4. Information About the Offering

Furnish the information about the offering required by the

following items of Form 20-F: Item 2 (Offer Statistics and Expected

Timetable), Item 3.B (Capitalization and Indebtedness), Item 3.C

(Reasons for the Offer and Use of Proceeds), Item 7.C (Interests of

Experts and Counsel), Item 10 (The Offer and Listing) and Item 12

(Description of Securities Other than Equity Securities). You do not

have to repeat in the prospectus any information called for by these

items if the same information is contained in a report being

incorporated by reference into this registration statement.

* * * * *

25. Amend Form F-4 (referenced in Sec. 239.34) by removing the

words ``Item 4 of Form 20-F'' and adding, in their place, the words

``Item 7.A. of Form 20-F'' in the following places:

a. The Instruction following Item 18(a)(5)(ii); and

b. the Instruction following Item 19(a)(5).

26. Amend Form F-4 (referenced in Sec. 239.34) by removing the

words ``Item 5 of Form 20-F'' and adding, in their place, the words

``Item 9.A.4. of Form 20-F'' in the following places:

a. Instruction 2. to Item 11;

b. Item 12(a)(5);

c. Item 12(b)(3)(viii);

d. Instruction 2. to Item 13;

e. Item 14(i); and

f. Item 17(b)(2).

27. Amend Item 12(b)(3)(iii) of Form F-4 (referenced in

Sec. 239.34) by removing the words ``Item 6 of Form 20-F, exchange

controls and other limitations on security holders'' and adding, in

their place, the words ``Item 10.D. of Form 20-F, exchange controls''.

28. Amend Item 14(d) of Form F-4 (referenced in Sec. 239.34) by

removing the words ``Item 6 of Form 20-F, exchange controls and other

limitations affecting security holders'' and adding, in their place,

the words ``Item 10.D. of Form 20-F, exchange controls''.

29. Amend Form F-4 (referenced in Sec. 239.34) by removing the

words ``Item 8 of Form 20-F'' and adding, in their place, the words

``Item 3.A. of Form 20-F'' in the following places:

a. Item 3(d), 3(e), 3(f)(1), 3(f)(2), 3(f)(3);

b. Item 12(b)(3)(v);

c. Item 14(f); and

d. Item 17(b)(3);

30. Amend Form F-4 (referenced in Sec. 239.34) by removing the

words ``Item 9 of Form 20-F, management's discussion and analysis of

financial condition and results of operations'' and adding, in their

place, the words ``Item 5 of Form 20-F, operating and financial

review'' in the following places:

a. Item 12(b)(3)(vi)(A);

b. Item 14(g)(1); and

c. Item 17(b)(4)(i).

31. Amend Form F-4 (referenced in Sec. 239.34) by removing the

words ``Item 9A of Form 20-F'' and adding, in their place, the words

``Item 11 of Form

20-F'' in the following places:

a. Item 12(b)(3)(vi)(B);

b. Item 14(g)(2); and

c. Item 17(b)(4)(ii).

32. Amend Item 18(a)(7)(i) of Form

F-4 (referenced in Sec. 239.34) by removing the words ``Item 10 of Form

20-F, directors and officers of registrant'' and adding, in their

place, the words ``Item 6.A. of Form 20-F, directors and senior

management of the registrant''.

33. Amend Item 19(a)(7)(i) of Form

F-4 (referenced in Sec. 239.34) by removing the words ``Item 10 of Form

20-F, directors and officers of the registrant: and adding, in their

place, the words ``Item 6.A. of Form 20-F, directors and senior

management of the registrant''.

34. Amend Form F-4 (referenced in Sec. 239.34) by removing the

words ``Items 11 and 12 of Form 20-F, remuneration and options'' and

adding, in their place, the words ``Items 6.B. and 6.E. of Form20-F,

compensation and share ownership'' in the following places:

a. Item 18(a)(7)(ii); and

b. Item 19(a)(7)(ii).

35. Amend Form F-4 (referenced in Sec. 239.34) by removing the

words ``Item 13 of Form 20-F, interest of management in certain

transactions'' and adding, in their place, the words ``Item 7.B. of

Form 20-F, related party transactions'' in the following places:

a. Item 18(a)(7)(iii); and

b. Item 19(a)(7)(iii).

36. Amend Form F-4 (referenced in Sec. 239.34) by removing the

words ``Rule 3-19 of Regulation S-X (210.3-19 of this chapter)'' or

``Rule 3-19 to Regulation S-X'' or ``Rule 3-19 of Regulation S-X'' and

adding, in their place, the words ``Item 8.A. of Form 20-F'' in the

following places:

a. Item 10(b);

b. Instruction 2 to Item 11;

c. Items 12(a)(2), (a)(5), (b)(2)(i), and (b)(3)(viii);

d. Instruction 2 to Item 13;

e. Item 14(i);

f. the Instructions following Item 14(i); and

g. Items 17(b)(2) and 17(b)(6).

37. Amend Item 3 of Form F-4 (referenced in Sec. 239.34) by

removing in Instruction 2. to Instructions to paragraphs (e) and (f)

the words ``Instruction 7 to Item 8 of Form 20-F'' and adding, in their

place, the words ``The Instructions to Item 3.A. of Form 20-F''.

38. Amend Item 4(a)(3) of Form F-4 (referenced in Sec. 239.34) by

removing the words ``Item 202 of Regulation S-K (Sec. 229.202 of this

chapter)'' and adding, in their place, the words ``Items 10.A and 10.B

of Form 20-F or Item 12 of Form 20-F, as applicable''.

39. Amend Item 7(a) of Form F-4 (referenced in Sec. 239.34) by

removing the words ``Item 507 of Regulation S-K (Sec. 229.507 of this

chapter)'' and adding, in their place, the words ``Item 9.D. of Form

20-F (Sec. 249.220f of this chapter)''.

40. Amend Item 8 of Form F-4 (referenced in Sec. 239.34) by

removing the words ``Item 509 of Regulation S-K (Sec. 229.509 of this

chapter)'' and adding, in their place, the words ``Item 7.C. of Form

20-F (Sec. 249.220f of this chapter)''.

41. Amend Item 12 of Form F-4 (referenced in Sec. 239.34) by

removing in Item 12(a)(2) the words ``Item 9 of Form 20-F'' and adding,

in their place, the words ``Item 5 of Form 20-F''; by removing in Item

12(b)(1) the words ``Items 1 and 2 of Form 20-F'' and adding, in their

place, the words ``Item 4 of Form 20-F''; by removing in Item

12(b)(3)(i) the words ``Items 1(a)(3) and (a)(4) of Form 20-F'' and

adding, in their place, the words ``Items 4.B., 4.B.2., and 4.B.5. of

Form 20-F''; by removing in Item 12(b)(3)(ii) the words ``Item 2 of

Form 20-F'' and adding, in their place, the words ``Item 4.D. of Form

20-F''; by removing in Item 12(b)(3)(iv) the words ``Item 7 of Form 20-

F'' and adding, in their place, the words ``Item 10.E of Form 20-F'';

and by removing in Item 12(b)(3)(v) the words ``Item 8 of Form 20-F''

and adding, in their place, the words ``Item 3.A. of Form 20-F''.

42. Amend Item 14 of Form F-4 (referenced in Sec. 239.34) by

removing in Item 14(a) the words ``Item 1 of Form 20-F, description of

business'' and adding, in their place, the words ``Items 4.A., 4.B.,

and 4.C of Form 20-F, information on the company''; by removing in Item

14(b) the words ``Item 2 of Form 20-F, description of property'' and

adding, in their place, the words ``Item 4.D. of Form 20-F, property,

plant and equipment''; by removing in Item 14(c) words ``Item 3 of Form

20-F'' and adding, in their place, the words ``Item 8.A.7. of Form 20-

F''; by removing in Item 14(e) words ``Item 7 of Form 20-F'' and

adding, in their place, the words ``Item 10.E. of Form 20-F''.

Note: The text of Form F-4 does not and this amendment will not

appear in the Code of Federal Regulations.

[[Page 53912]]

43. Revise Item 1 of Form F-6 (referenced in Sec. 239.36) to read

as follows:

Note: The text of Form F-6 does not and this amendment will not

appear in the Code of Federal Regulations.

Securities and Exchange Commission

Form F-6, Registration Statement Under the Securities Act of 1933 For

Depositary Shares Evidenced by American Depositary Receipts

* * * * *

Item 1. Description of Securities To Be Registered

Furnish the information required by Item 12.E. of Form 20-F

(Sec. 249.22 of this chapter).

* * * * *

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF

1934

44. The general authority citation for part 240 continues to read

in part as follows:

Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77eee,

77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78f, 78i, 78j, 78j-1, 78k,

78k-1, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u-5, 78w, 78x, 78ll(d),

78mm, 79q, 79t, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4 and

80b-11, unless otherwise noted.

* * * * *

45. By amending Sec. 240.3b-4 by revising the section heading and

paragraph (c) to read as follows:

Sec. 240.3b-4 Definition of ``foreign government,'' ``foreign issuer''

and ``foreign private issuer''.

* * * * *

(c) The term foreign private issuer means any foreign issuer other

than a foreign government except an issuer meeting the following

conditions:

(1) More than 50 percent of the issuer's outstanding voting

securities are directly or indirectly held of record by residents of

the United States; and

(2) Any of the following:

(i) The majority of the executive officers or directors are United

States citizens or residents;

(ii) More than 50 percent of the assets of the issuer are located

in the United States; or

(iii) The business of the issuer is administered principally in the

United States.

Instruction to paragraph (c)(1): To determine the percentage of

outstanding voting securities held by U.S. residents:

A. Use the method of calculating record ownership in Rule 12g3-

2(a) under the Act (Sec. 240.12g3-2(a)), except that your inquiry as

to the amount of shares represented by accounts of customers

resident in the United States may be limited to brokers, dealers,

banks and other nominees located in:

(1) The United States,

(2) Your jurisdiction of incorporation, and

(3) The jurisdiction that is the primary trading market for your

voting securities, if different than your jurisdiction of

incorporation.

B. If, after reasonable inquiry, you are unable to obtain

information about the amount of shares represented by accounts of

customers resident in the United States, you may assume, for

purposes of this definition, that the customers are residents of the

jurisdiction in which the nominee has its principal place of

business.

C. Count shares of voting securities beneficially owned by

residents of the United States as reported on reports of beneficial

ownership provided to you or filed publicly and based on information

otherwise provided to you.

46. Amend Sec. 240.3b-6 by removing in paragraph (b)(2)(i) the

words ``or Item 9 of Form 20-F'' (Sec. 249.220f of this chapter)

``Management's discussion and analysis of financial condition and

results of operations,'' and adding, in their place, the words

``Management's Discussion and Analysis of Financial Condition and

Results of Operations'' or Item 5 of Form 20-F, ``Operating and

Financial Review and Prospects,''; by removing in paragraph (c)(3) the

words ``Item 9 of Form 20-F'' and adding, in their place, the words

``Item 5 of Form 20-F''.

47. Amend Sec. 240.13a-10 by removing in paragraph (g)(4) the words

``responding to Items 3, 9, 15, 16, and 17 or 18'' and adding, in their

place, the words ``responding to Items 5, 8.A.7., 13, 14, and 17 or

18''.

48. Amend Sec. 240.15d-10 by removing in paragraph (g)(4) the words

``responding to Items, 3, 9, 15, 16, and 17 or 18'' and adding, in

their place, the words ``responding to Items 5, 8.A.7., 13, 14, and 17

or 18''.

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

49. The authority citation for part 249 continues to read, in part,

as follows:

Authority: 15 U.S.C. 78a, et seq., unless otherwise noted;

* * * * *

50. Amend Form 20-F (referenced in Sec. 249.220f) by revising the

General Instructions; by removing Item 11; by revising Items 1 through

9, 10, 12 through 16, 18, 19 and Instructions to Exhibits to read as

follows; by redesignating Item 9A as Item 11; by removing in newly

designated Item 11 each time they appear the words ``Item 9A'' and

adding, in their place, the words ``Item 11''; by removing in

Instruction 3 to Item 17 the words ``Item 1 of Form 20-F'' and adding,

in their place, the words ``Items 4.B.1 and 4.B.2 of Form 20-F''; and,

by removing in the Appendix section following the Instructions As To

Exhibits section each time they appear the words ``Item 2(b)'' and

adding, in their place, the words ``Item 4.D''.

Note: The text of Form 20-F does not and this amendment will not

appear in the Code of Federal Regulations.

United States Securities and Exchange Commission, Washington, D.C.

20549

Form 20-F

* * * * *

General Instructions

A. Who May Use Form 20-F and When It Must Be Filed

(a) Any foreign private issuer may use this form as a

registration statement under Section 12 of the Securities Exchange

Act of 1934 (referred to as the Exchange Act) or as an annual or

transition report filed under Section 13(a) or 15(d) of the Exchange

Act. A transition report is filed when an issuer changes its fiscal

year end. The term ``foreign private issuer'' is defined in Rule 3b-

4 under the Exchange Act.

(b) A foreign private issuer must file its annual report on this

Form within six months after the end of the fiscal year covered by

the report.

(c) A foreign private issuer filing a transition report on this

Form must file its report in accordance with the requirements set

forth in Rule 13a-10 or Rule 15d-10 under the Exchange Act that

apply when an issuer changes its fiscal year end.

B. General Rules and Regulations That Apply to This Form

(a) The General Rules and Regulations under the Securities Act

of 1933 (referred to as the Securities Act) contain general

requirements that apply to registration on any form. Read these

general requirements carefully and follow them when preparing and

filing registration statements and reports on this Form.

(b) Pay particular attention to Regulation 12B under the

Exchange Act. Regulation 12B contains general requirements about

matters such as the kind and size of paper to be used, the

legibility of the registration statement or report, the information

to give in response to a requirement to state the title of

securities, the language to be used and the filing of the

registration statement or report.

(c) In addition to the definitions in the General Rules and

Regulations under the Securities Act and the definitions in Rule

12b-2 under the Exchange Act, General Instruction F defines certain

terms for purposes of this Form.

(d) Note Regulation S-X, which applies to the presentation of

financial information in a registration statement or report.

C. How To Prepare Registration Statements and Reports on This Form

(a) Do not use this Form as a blank form to be filled in; use it

only as a guide in the preparation of the registration statement or

annual report. General Instruction E states which items must be

responded to in a registration statement and which items must

[[Page 53913]]

be responded to in an annual report. The registration statement or

report must contain the numbers and captions of all items. You may

omit the text following each caption in this Form, which describes

what must be disclosed under each item. Omit the text of all

instructions in this Form. If an item is inapplicable or the answer

to the item is in the negative, respond to the item by making a

statement to that effect.

(b) Unless an item directs you to provide information as of a

specific date or for a specific period, give the information in a

registration statement as of a date reasonably close to the date of

filing the registration statement and give the information in an

annual report as of the latest practicable date.

(c) Note Exchange Act Rule 12b-20, which states: ``In addition

to the information expressly required to be included in a statement

or report, there shall be added such further material information,

if any, as may be necessary to make the required statements, in

light of the circumstances under which they are made, not

misleading.''

(d) If the same information required by this Form also is

required by the body of accounting principles used in preparing the

financial statements, you may respond to an item of this Form by

providing a cross-reference to the location of the information in

the financial statements, in lieu of repeating the information.

(e) Note Item 10 of Regulation S-K which explains the Commission

policy on projections of future economic performance and the

Commission policy on securities ratings.

(f) If you are providing the information required by this Form

in connection with a registration statement under the Securities

Act, note that Rule 421 requires you to follow plain English

drafting principles. You can find helpful information in ``A Plain

English Handbook--How to create clear SEC disclosure documents'' and

in staff legal bulletins supplementing the Handbook. These documents

are available on our Internet website, at www.sec.gov.

D. How To File Registration Statements and Reports on This Form

File with the Commission (i) three complete copies of the

registration statement or report, including financial statements,

exhibits and all other papers and documents filed as part of the

registration statement or report, and (ii) five additional copies of

the registration statement or report, which need not contain

exhibits. File at least one complete copy of the registration

statement or report, including financial statements, exhibits and

all other papers and documents filed as part of the registration

statement or report, with each exchange on which any class of

securities is or will be registered. Manually sign at least one

complete copy of the registration statement or report filed with the

Commission and one copy filed with each exchange. Type or print the

signatures on copies that are not manually signed. See Exchange Act

Rule 12b-11(d) for instructions about manual signatures and the

Instructions as to Exhibits of this Form for instructions about

signatures pursuant to powers of attorney.

Registration statements and reports are filed with the

Commission by sending or delivering them to our File Desk between

the hours of 9:00 a.m. and 5:30 p.m., Washington, D.C. time. The

File Desk is closed on weekends and federal holidays. If you file a

registration statement or report by mail or by any means other than

hand delivery, the address is U.S. Securities and Exchange

Commission, Attention: File Desk, 450 Fifth Street, N.W.,

Washington, D.C. 20549. We consider documents to be filed on the

date our File Desk receives them. We do not require foreign private

issuers to file registration statements and reports under our

Electronic Data Gathering and Retrieval System (EDGAR). We encourage

you to use EDGAR, if possible, because documents filed through EDGAR

are easily accessible by the public through the Commission's

Internet Web site and through other electronic means. If you have

technical questions about EDGAR or want to request an access code,

call the EDGAR Filer Support Office at (202) 942-8900. If you have

questions about the EDGAR rules, call the Office of EDGAR Policy at

(202) 942-2940.

E. Which Items To Respond to in Registration Statements and Annual

Reports

(a) Exchange Act Registration Statements. A registration

statement filed under the Exchange Act on this Form must include the

information specified in Part I and Part III. Read the instructions

to each item carefully before responding to the item. In some cases,

the instructions may permit you to omit some of the information

specified in certain items in Part I.

(b) Annual Reports. An annual report on this Form must include

the information specified in Parts I, II and III. Read the

instructions to each item carefully before responding to the item.

In some cases, the instructions may permit you to omit some of the

information specified in certain items in Part I. The instructions

also may permit you to omit certain information if it was previously

reported to us and has not changed. If that is the case, you do not

have to file copies of the previous report with the report being

filed on this Form.

(c) Financial Statements. An Exchange Act registration statement

or annual report filed on this Form must contain the financial

statements and related information specified in Item 17 of this

Form. We encourage you to provide the financial statements and

related information specified in Item 18 of this Form in lieu of

Item 17, but the Item 18 statements and information are not

required. In certain circumstances, Forms F-2, F-3 or F-4 for the

registration of securities under the Securities Act require that you

provide the financial statements and related information specified

in Item 18 in your annual report on Form 20-F. Consult those

Securities Act forms for the specific requirements and consider the

potential advantages of complying with Item 18 instead of Item 17 of

this Form. Note that Items 17 and 18 may require you to file

financial statements of other entities in certain circumstances.

These circumstances are described in Regulation S-X.

The financial statements must be audited in accordance with U.S.

generally accepted auditing standards, and the auditor must comply

with the U.S. standards for auditor independence. If you have any

questions about these requirements, contact the Office of Chief

Accountant in the Division of Corporation Finance at (202) 942-2960.

(d) Securities Act Registration Statements. The registration

statement forms under the Securities Act direct you to provide

information required by specific items of Form 20-F. Some items of

Form 20-F only apply to Securities Act registration statements, and

you do not have to respond to those items if you are using Form 20-F

to file an Exchange Act registration statement or an annual report.

The instructions to the items of Form 20-F identify which

information is required only in Securities Act registration

statements.

F. Definitions

The following definitions apply to various terms used in this

Form, unless the context indicates otherwise.

Affiliate--An ``affiliate'' of a specified person or entity

refers to one who, directly or indirectly, either controls, is

controlled by or is under common control with, the specified person

or entity.

Beneficial owner--The term ``beneficial owner'' of securities

refers to any person who, even if not the record owner of the

securities, has or shares the underlying benefits of ownership.

These benefits include the power to direct the voting or the

disposition of the securities or to receive the economic benefit of

ownership of the securities. A person also is considered to be the

``beneficial owner'' of securities that the person has the right to

acquire within 60 days by option or other agreement. Beneficial

owners include persons who hold their securities through one or more

trustees, brokers, agents, legal representatives or other

intermediaries, or through companies in which they have a

``controlling interest,'' which means the direct or indirect power

to direct the management and policies of the entity.

Company--References to the ``company'' mean the company whose

securities are being offered or listed, and refer to the company on

a consolidated basis unless the context indicates otherwise.

Directors and senior management--This term includes (a) the

company's directors, (b) members of its administrative, supervisory

or management bodies, (c) partners with unlimited liability, in the

case of a limited partnership with share capital, (d) nominees to

serve in any of the aforementioned positions, and (e) founders, if

the company has been established for fewer than five years. The

persons covered by the term ``administrative, supervisory or

management bodies'' vary in different countries and, for purposes of

complying with the disclosure standards, will be determined by the

host country.

Document--This term covers prospectuses and offering documents

used in connection with a public offering of securities and

registration statements or prospectuses used in connection with the

initial listing of securities.

Instruction: References to the ``document'' mean whatever type

of document is being

[[Page 53914]]

prepared using Form 20-F disclosure requirements, including, as

applicable, a prospectus, an Exchange Act registration statement,

and an annual report.

Equity securities--The term ``equity securities'' includes

common or ordinary shares, preferred or preference shares, options

or warrants to subscribe for equity securities, and any securities,

other than debt securities, which are convertible into or

exercisable or redeemable for equity securities of the same company

or another company. If the equity securities available upon

conversion, exercise or redemption are those of another company, the

disclosure standards also apply to the other company.

Group--A ``group'' is a parent and all its subsidiaries.

References to a company's group mean the group of which it is a

member.

Home country--This term refers to the jurisdiction in which the

company is legally organized, incorporated or established and, if

different, the jurisdiction where it has its principal listing.

Host country--This term refers to jurisdictions, other than the

home country, in which the company is seeking to offer, register or

list its securities.

Instruction: Note that, as used in this Form, the term ``host

country'' means the United States and its territories.

Pre-emptive issue--The term ``pre-emptive issue'' and references

to ``pre-emptive purchase rights'' refer to offerings made to the

company's existing shareholders in order to permit them to maintain

their pro rata ownership in the company.

Part I

Item 1. Identity of Directors, Senior Management and Advisers

The purpose of this standard is to identify the company

representatives and other individuals involved in the company's

listing or registration.

A. Directors and senior management. Provide the names, business

addresses and functions of the company's directors and senior

management.

B. Advisers. Provide the names and addresses of the company's

principal bankers and legal advisers to the extent the company has a

continuing relationship with such entities, the sponsor for listing

(where required by the host country regulations), and the legal

advisers to the issue.

C. Auditors. Provide the names and addresses of the company's

auditors for the preceding three years (together with their

membership in a professional body).

Instructions to Item 1: If you are filing Form 20-F as an annual

report under the Exchange Act, you do not have to provide the

information called for by Item 1. You must provide this information,

to the extent applicable, if you are filing a registration statement

under either the Securities Act or the Exchange Act.

Instructions to Item 1.B: You only have to provide the

information called for by Item 1.B if you are required to disclose

the information in a jurisdiction outside the United States. These

persons will not be considered ``experts'' or ``sellers'' under the

Securities Act solely due to the fact that they are named in

response to Item 1.B.

Item 2. Offer Statistics and Expected Timetable

The purpose of this standard is to provide key information

regarding the conduct of any offering and the identification of

important dates relating to that offering.

A. Offer statistics. For each method of offering, e.g., rights

offering, general offering, etc., state the total expected amount of

the issue, including the expected issue price or the method of

determining the price and the number of securities expected to be

issued.

B. Method and expected timetable. For all offerings, and

separately for each group of targeted potential investors, the

document shall state the following information to the extent

applicable to the offering procedure:

1. The time period during which the offer will be open, and

where and to whom purchase or subscription applications shall be

addressed. Describe whether the purchase period may be extended or

shortened, and the manner and duration of possible extensions or

possible early closure or shortening of this period. Describe the

manner in which the latter shall be made public. If the exact dates

are not known when the document is first filed or distributed to the

public, describe arrangements for announcing the final or definitive

date or period.

2. Method and time limits for paying up securities; where

payment is partial, the manner and dates on which amounts due are to

be paid.

3. Method and time limits for delivery of equity securities

(including provisional certificates, if applicable) to subscribers

or purchasers.

4. In the case of pre-emptive purchase rights, the procedure for

the exercise of any right of pre-emption, the negotiability of

subscription rights and the treatment of subscription rights not

exercised.

5. A full description of the manner in which results of the

distribution of securities are to be made public, and when

appropriate, the manner for refunding excess amounts paid by

applicants (including whether interest will be paid).

Instructions to Item 2: If you are filing Form 20-F as a

registration statement or annual report under the Exchange Act, you

do not have to provide the information called for by Item 2. You

must provide this information if you are filing a registration

statement under the Securities Act.

Item 3. Key Information

The purpose of this standard is to summarize key information

about the company's financial condition, capitalization and risk

factors. If the financial statements included in the document are

restated to reflect material changes in the company's group

structure or accounting policies, the selected financial data also

must be restated. See Item 8.

A. Selected financial data.

1. The company shall provide selected historical financial data

regarding the company, which shall be presented for the five most

recent financial years (or such shorter period that the company has

been in operation), in the same currency as the financial

statements. Selected financial data for either or both of the

earliest two years of the five-year period may be omitted, however,

if the company represents to the host country regulator that such

information cannot be provided, or cannot be provided on a restated

basis, without unreasonable effort or expense. If interim period

financial statements are included, the selected financial data

should be updated for that interim period, which may be unaudited,

provided that fact is stated. If selected financial data for interim

periods is provided, comparative data from the same period in the

prior financial year shall also be provided, except that the

requirement for comparative balance sheet data is satisfied by

presenting the year end balance sheet information.

2. The selected financial data presented shall include items

generally corresponding to the following, except that the specific

line items presented should be expressed in the same manner as the

corresponding line items in the company's financial statements. Such

data shall include, at a minimum, net sales or operating revenues;

income (loss) from operations; income (loss) from continuing

operations; net income (loss); net income (loss) from operations per

share; income (loss) from continuing operations per share; total

assets; net assets; capital stock (excluding long term debt and

redeemable preferred stock); number of shares as adjusted to reflect

changes in capital; dividends declared per share in both the

currency of the financial statements and the host country currency,

including the formula used for any adjustments to dividends

declared; and diluted net income per share. Per share amounts must

be determined in accordance with the body of accounting principles

used in preparing the financial statements.

3. Where the financial statements provided in response to Item 8

are prepared in a currency other than the currency of the host

country, disclosure of the exchange rate between the financial

reporting currency and the currency of the host country should be

provided, using the exchange rate designated by the host country for

this purpose, if any:

(a) At the latest practicable date;

(b) The high and low exchange rates for each month during the

previous six months; and

(c) For the five most recent financial years and any subsequent

interim period for which financial statements are presented, the

average rates for each period, calculated by using the average of

the exchange rates on the last day of each month during the period.

B. Capitalization and indebtedness. A statement of

capitalization and indebtedness (distinguishing between guaranteed

and unguaranteed, and secured and unsecured, indebtedness) as of a

date no earlier than 60 days prior to the date of the document shall

be provided showing the company's capitalization on an actual basis

and, if applicable, as adjusted to reflect the sale of new

securities being issued and the intended application of the net

proceeds therefrom. Indebtedness also includes indirect and

contingent indebtedness.

[[Page 53915]]

C. Reasons for the offer and use of proceeds.

1. The document shall disclose the estimated net amount of the

proceeds broken down into each principal intended use thereof. If

the anticipated proceeds will not be sufficient to fund all the

proposed purposes, the order of priority of such purposes should be

given, as well as the amount and sources of other funds needed. If

the company has no specific plans for the proceeds, it should

discuss the principal reasons for the offering.

2. If the proceeds are being used directly or indirectly to

acquire assets, other than in the ordinary course of business,

briefly describe the assets and their cost. If the assets will be

acquired from affiliates of the company or their associates,

disclose the persons from whom they will be acquired and how the

cost to the company will be determined.

3. If the proceeds may or will be used to finance acquisitions

of other businesses, give a brief description of such businesses and

information on the status of the acquisitions.

4. If any material part of the proceeds is to be used to

discharge, reduce or retire indebtedness, describe the interest rate

and maturity of such indebtedness and, for indebtedness incurred

within the past year, the uses to which the proceeds of such

indebtedness were put.

D. Risk factors. The document shall prominently disclose risk

factors that are specific to the company or its industry and make an

offering speculative or one of high risk, in a section headed ``Risk

Factors.'' Companies are encouraged, but not required, to list the

risk factors in the order of their priority to the company. Among

other things, such factors may include, for example: the nature of

the business in which it is engaged or proposes to engage; factors

relating to the countries in which it operates; the absence of

profitable operations in recent periods; the financial position of

the company; the possible absence of a liquid trading market for the

company's securities; reliance on the expertise of management;

potential dilution; unusual competitive conditions; pending

expiration of material patents, trademarks or contracts; or

dependence on a limited number of customers or suppliers. The Risk

Factors section is intended to be a summary of more detailed

discussion contained elsewhere in the document.

Instructions to Item 3:

1. If you are filing Form 20-F as an annual report under the

Exchange Act, you do not have to provide the information called for

by Item 3.B or 3.C. If you are filing Form 20-F as a registration

statement under the Exchange Act, you do not have to provide the

information called for by Item 3.C. You must provide the information

called for by Item 3 if you are filing a registration statement

under the Securities Act.

2. Throughout Form 20-F, the terms ``financial year'' and

``fiscal year'' have the same meaning. The term ``fiscal year'' is

defined in Rule 405 under the Securities Act and Rule 12b-2 under

the Exchange Act.

Instructions to Item 3.A: You may present the selected financial

data on the basis of the accounting principles used in your primary

financial statements. If you do this, however, you also must include

in this summary any reconciliations of the data to U.S. generally

accepted accounting principles and Regulation S-X, pursuant to Item

17 or 18 of this Form. In that case, you only have to provide

selected financial data on a basis reconciled to U.S. generally

accepted accounting principles for (i) those periods for which you

were required to reconcile the primary annual financial statements

in a filing under the Securities Act or the Exchange Act, and (ii)

any interim periods.

If you are unable to provide selected financial data for the

earliest two years of the five-year period, submit the required

representation to us before or at the time you file the document.

Disclose in the document that data for the earliest two years have

been omitted and explain the reasons for the omission.

Instructions to Item 3.B:

1. If you are including the capitalization table called for by

Item 3.B in a prospectus supplement for a shelf offering registered

on Form F-3, the amounts shown in the table may be as of the date of

the most recent balance sheet filed as part of the registration

statement, if the information in the table is updated to reflect

securities issued up to 60 days prior to the date of the supplement.

2. If you are not selling new securities in a firm commitment

underwritten offering or an ``all or none'' best efforts offering,

reflect the capitalization ``as adjusted'' for the net proceeds of

the offering only in the following ways:

a. In a best efforts ``minimum/maximum'' offering, reflect both

the minimum and maximum proceeds; and

b. In a rights offering or an offering of securities upon the

exercise of outstanding warrants, reflect the proceeds only to the

extent exercise is likely in view of the current market price.

Instructions to Item 3.D: Risk factors should be concise and

explain clearly how the risk affects the issuer or the securities.

Item 4. Information on the Company

The purpose of this standard is to provide information about the

company's business operations, the products it makes or the services

it provides, and the factors that affect the business. The standard

also is intended to provide information regarding the adequacy and

suitability of the company's properties, plants and equipment, as

well as its plans for future increases or decreases in such

capacity.

A. History and development of the company. The following

information shall be provided:

1. The legal and commercial name of the company.

2. The date of incorporation and the length of life of the

company, except where indefinite.

3. The domicile and legal form of the company, the legislation

under which the company operates, its country of incorporation and

the address and telephone number of its registered office (or

principal place of business if different from its registered

office). Provide the name and address of the company's agent in the

host country, if any.

4. The important events in the development of the company's

business, e.g. information concerning the nature and results of any

material reclassification, merger or consolidation of the company or

any of its significant subsidiaries; acquisitions or dispositions of

material assets other than in the ordinary course of business; any

material changes in the mode of conducting the business; material

changes in the types of products produced or services rendered; name

changes; or the nature and results of any bankruptcy, receivership

or similar proceedings with respect to the company or significant

subsidiaries.

5. A description, including the amount invested, of the

company's principal capital expenditures and divestitures (including

interests in other companies), since the beginning of the company's

last three financial years to the date of the offering or listing

document.

6. Information concerning the principal capital expenditures and

divestitures currently in progress, including the distribution of

these investments geographically (home and abroad) and the method of

financing (internal or external).

7. An indication of any public takeover offers by third parties

in respect of the company's shares or by the company in respect of

other companies' shares which have occurred during the last and

current financial year. The price or exchange terms attaching to

such offers and the outcome thereof are to be stated.

B. Business overview. The information required by this item may

be presented on the same basis as that used to determine the

company's business segments under the body of accounting principles

used in preparing the financial statements. The following

information shall be provided:

1. A description of the nature of the company's operations and

its principal activities, stating the main categories of products

sold and/or services performed for each of the last three financial

years. Indicate any significant new products and/or services that

have been introduced and, to the extent the development of new

products or services has been publicly disclosed, give the status of

development.

2. A description of the principal markets in which the company

competes, including a breakdown of total revenues by category of

activity and geographic market for each of the last three financial

years.

3. A description of the seasonality of the company's main

business.

4. A description of the sources and availability of raw

materials, including a description of whether prices of principal

raw materials are volatile.

5. A description of the marketing channels used by the company,

including an explanation of any special sales methods, such as

installment sales.

6. Summary information regarding the extent to which the company

is dependent, if at all, on patents or licenses, industrial,

commercial or financial contracts (including contracts with

customers or suppliers) or new manufacturing processes, where such

factors are material to the company's business or profitability.

[[Page 53916]]

7. The basis for any statements made by the company regarding

its competitive position shall be disclosed.

8. A description of the material effects of government

regulations on the company's business, identifying the regulatory

body.

C. Organizational structure. If the company is part of a group,

include a brief description of the group and the company's position

within the group. Provide a listing of the company's significant

subsidiaries, including name, country of incorporation or residence,

proportion of ownership interest and, if different, proportion of

voting power held.

D. Property, plants and equipment. The company shall provide

information regarding any material tangible fixed assets, including

leased properties, and any major encumbrances thereon, including a

description of the size and uses of the property; productive

capacity and extent of utilization of the company's facilities; how

the assets are held; the products produced; and the location. Also

describe any environmental issues that may affect the company's

utilization of the assets. With regard to any material plans to

construct, expand or improve facilities, describe the nature of and

reason for the plan, an estimate of the amount of expenditures

including the amount of expenditures already paid, a description of

the method of financing the activity, the estimated dates of start

and completion of the activity, and the increase of production

capacity anticipated after completion.

Instruction to Item 4: Furnish the information specified in any

industry guide listed in Part 9 of Regulation S-K (Sec. 229.802 of

this chapter) that applies to you, except that if you furnish the

information specified in Appendix A to Item 4.D of this form you do

not need to furnish any additional information specified in Guide 2

relating to oil and gas operations.

Instructions to Item 4.A.4: If you are providing the information

called for by Item 4.A.4 in an annual report, you only have to

provide the required information for the period from the beginning

of your last full financial year up to the latest practicable date.

Instructions to Item 4.B:

1. The reference in Item 4.B to ``the body of accounting

principles used in preparing the financial statements'' means the

accounting principles used in preparing the primary financial

statements, not to accounting principles used only to prepare the

U.S. GAAP reconciliation.

2. If you:

(a) Are filing a registration statement on Form F-1 under the

Securities Act or on Form 20-F under the Exchange Act,

(b) Were not required to file reports under Section 13(a) or

15(d) of the Exchange Act immediately prior to filing that

registration statement, and

(c) Have not received (or your predecessor has not received)

revenue from operations during each of the three fiscal years

immediately prior to filing the registration statement:

you must provide information about your plan of operations. Provide

information comparable to the information required by Item 101(a)(2)

of Regulation S-K.

Instructions to Item 4.D:

1. In the case of an extractive enterprise:

(a) Provide material information about production, reserves,

locations, developments and the nature of your interest. If

individual properties are of major significance to you, provide more

detailed information about those properties and use maps to disclose

information about their location.

(b) If you are giving reserve estimates in the registration

statement or report:

(i) Consult the staff of the Office of International Corporate

Finance of the Division of Corporation Finance. That office may

request that you provide supplementally a copy of the full report of

the engineer or other expert who estimated the reserves. See Rule

418 of Regulation C (Sec. 230.418 of this chapter) and Rule 12b-4 of

Regulation 12B (Sec. 240.12b-4 of this chapter) for information

about submitting supplemental information to the Commission and

requesting its return.

(ii) In documents you file publicly with the Commission, do not

disclose estimates of oil or gas reserves unless the reserves are

proved (or in the case of other extractive industries, proved or

probable) and do not give estimated values of those reserves, unless

foreign law requires you to disclose the information. If these types

of estimates have already been provided to any person that is

offering to acquire you, however, you may include the estimates in

documents relating to the acquisition.

(iii) If you represent that the estimates of reserves you

provide, or any estimated valuation of those reserves, are based on

estimates prepared or reviewed by independent consultants, you must

name those consultants in the document.

(c) If oil and gas operations are material to your or your

subsidiaries' business operations or financial position, provide the

information specified in Appendix A to Item 4.D, located at the end

of this Form.

Item 5. Operating and Financial Review and Prospects

The purpose of this standard is to provide management's

explanation of factors that have affected the company's financial

condition and results of operations for the historical periods

covered by the financial statements, and management's assessment of

factors and trends which are anticipated to have a material effect

on the company's financial condition and results of operations in

future periods.

Discuss the company's financial condition, changes in financial

condition and results of operations for each year and interim period

for which financial statements are required, including the causes of

material changes from year to year in financial statement line

items, to the extent necessary for an understanding of the company's

business as a whole. Information provided also shall relate to all

separate segments of the company. Provide the information specified

below as well as such other information that is necessary for an

investor's understanding of the company's financial condition,

changes in financial condition and results of operations.

A. Operating results. Provide information regarding significant

factors, including unusual or infrequent events or new developments,

materially affecting the company's income from operations,

indicating the extent to which income was so affected. Describe any

other significant component of revenue or expenses necessary to

understand the company's results of operations.

1. To the extent that the financial statements disclose material

changes in net sales or revenues, provide a narrative discussion of

the extent to which such changes are attributable to changes in

prices or to changes in the volume or amount of products or services

being sold or to the introduction of new products or services.

2. Describe the impact of inflation, if material. If the

currency in which financial statements are presented is of a country

that has experienced hyperinflation, the existence of such

inflation, a five year history of the annual rate of inflation and a

discussion of the impact of hyperinflation on the company's business

shall be disclosed.

3. Provide information regarding the impact of foreign currency

fluctuations on the company, if material, and the extent to which

foreign currency net investments are hedged by currency borrowings

and other hedging instruments.

4. Provide information regarding any governmental economic,

fiscal, monetary or political policies or factors that have

materially affected, or could materially affect, directly or

indirectly, the company's operations or investments by host country

shareholders.

B. Liquidity and capital resources. The following information

shall be provided:

1. Information regarding the company's liquidity (both short and

long term), including:

(a) A description of the internal and external sources of

liquidity and a brief discussion of any material unused sources of

liquidity. Include a statement by the company that, in its opinion,

the working capital is sufficient for the company's present

requirements, or, if not, how it proposes to provide the additional

working capital needed.

(b) An evaluation of the sources and amounts of the company's

cash flows, including the nature and extent of any legal or economic

restrictions on the ability of subsidiaries to transfer funds to the

company in the form of cash dividends, loans or advances and the

impact such restrictions have had or are expected to have on the

ability of the company to meet its cash obligations.

(c) Information on the level of borrowings at the end of the

period under review, the seasonality of borrowing requirements and

the maturity profile of borrowings and committed borrowing

facilities, with a description of any restrictions on their use.

2. Information regarding the type of financial instruments used,

the maturity profile of debt, currency and interest rate structure.

The discussion also should include funding and treasury policies and

objectives in terms of the manner in which treasury activities are

controlled, the currencies in which cash and cash equivalents are

held, the extent to which borrowings are at fixed

[[Page 53917]]

rates, and the use of financial instruments for hedging purposes.

3. Information regarding the company's material commitments for

capital expenditures as of the end of the latest financial year and

any subsequent interim period and an indication of the general

purpose of such commitments and the anticipated sources of funds

needed to fulfill such commitments.

C. Research and development, patents and licenses, etc. Provide

a description of the company's research and development policies for

the last three years, where it is significant, including the amount

spent during each of the last three financial years on company-

sponsored research and development activities.

D. Trend information. The company should identify the most

significant recent trends in production, sales and inventory, the

state of the order book and costs and selling prices since the

latest financial year. The company also should discuss, for at least

the current financial year, any known trends, uncertainties,

demands, commitments or events that are reasonably likely to have a

material effect on the company's net sales or revenues, income from

continuing operations, profitability, liquidity or capital

resources, or that would cause reported financial information not

necessarily to be indicative of future operating results or

financial condition.

Instructions to Item 5:

1. Refer to the Commission's interpretive release (No. 33-6835)

dated May 18, 1989 for guidance in preparing this discussion and

analysis by management of the company's financial condition and

results of operations.

2. The discussion should focus on the primary financial

statements presented in the document. You should refer to the

reconciliation to U.S. GAAP, if any, and discuss any aspects of the

differences between foreign and U.S. GAAP, not otherwise discussed

in the reconciliation, that you believe are necessary for an

understanding of the financial statements as a whole.

3. We encourage you to supply forward-looking information, but

that type of information is not required. Forward-looking

information is covered expressly by the safe harbor provisions of

Section 27A of the Securities Act and Section 27A of the Exchange

Act. Forward-looking information is different than presently known

data which will have an impact on future operating results, such as

known future increases in costs of labor or materials. You are

required to disclose this latter type of data if it is material.

Instruction to Item 5.A:

1. You must provide the information required by Item 5.A.2 with

respect to hyperinflation if hyperinflation has occurred in any of

the periods for which you are required to provide audited financial

statements or unaudited interim financial statements in the

document. See Rule 3-20(c) of Regulation S-X for a discussion of

cumulative inflation rates that trigger this requirement.

Item 6. Directors, Senior Management and Employees

The purpose of this standard is to provide information

concerning the company's directors and managers that will allow

investors to assess such individuals' experience, qualifications and

levels of compensation, as well as their relationship with the

company. Information concerning the company's employees is also

required.

A. Directors and senior management. The following information

shall be disclosed with respect to the company's directors and

senior management, and any employees such as scientists or designers

upon whose work the company is dependent:

1. Name, business experience, functions and areas of experience

in the company.

2. Principal business activities performed outside the issuing

company (including, in the case of directors, other principal

directorships).

3. Date of birth or age (if required to be reported in the home

country or otherwise publicly disclosed by the company).

4. The nature of any family relationship between any of the

persons named above.

5. Any arrangement or understanding with major shareholders,

customers, suppliers or others, pursuant to which any person

referred to above was selected as a director or member of senior

management.

B. Compensation. Provide the following information for the last

full financial year for the company's directors and members of its

administrative, supervisory or management bodies:

1. The amount of compensation paid, and benefits in kind

granted, to such persons by the company and its subsidiaries for

services in all capacities to the company and its subsidiaries by

any person. Disclosure of compensation is required on an individual

basis unless individual disclosure is not required in the company's

home country and is not otherwise publicly disclosed by the company.

The standard also covers contingent or deferred compensation accrued

for the year, even if the compensation is payable at a later date.

If any portion of the compensation was paid (a) pursuant to a bonus

or profit-sharing plan, provide a brief description of the plan and

the basis upon which such persons participate in the plan; or (b) in

the form of stock options, provide the title and amount of

securities covered by the options, the exercise price, the purchase

price (if any), and the expiration date of the options.

2. The total amounts set aside or accrued by the company or its

subsidiaries to provide pension, retirement or similar benefits.

C. Board practices. The following information for the company's

last completed financial year shall be given with respect to, unless

otherwise specified, the company's directors, and members of its

administrative, supervisory or management bodies.

1. Date of expiration of the current term of office, if

applicable, and the period during which the person has served in

that office.

2. Details of directors' service contracts with the company or

any of its subsidiaries providing for benefits upon termination of

employment, or an appropriate negative statement.

3. Details relating to the company's audit committee and

remuneration committee, including the names of committee members and

a summary of the terms of reference under which the committee

operates.

D. Employees. Provide either the number of employees at the end

of the period or the average for the period for each of the past

three financial years (and changes in such numbers, if material)

and, if possible, a breakdown of persons employed by main category

of activity and geographic location. Also disclose any significant

change in the number of employees, and information regarding the

relationship between management and labor unions. If the company

employs a significant number of temporary employees, include

disclosure of the number of temporary employees on an average during

the most recent financial year.

E. Share ownership.

1. With respect to the persons listed in subsection 6.B, above,

provide information as to their share ownership in the company as of

the most recent practicable date (including disclosure on an

individual basis of the number of shares and percent of shares

outstanding of that class, and whether they have different voting

rights) held by the persons listed and options granted to them on

the company's shares. Information regarding options shall include:

the title and amount of securities called for by the options; the

exercise price; the purchase price, if any; and the expiration date

of the options.

2. Describe any arrangements for involving the employees in the

capital of the company, including any arrangement that involves the

issue or grant of options or shares or securities of the company.

Instruction to Item 6.C: The term ``plan'' is used very broadly

and includes any type of arrangement for compensation, even if the

terms of the plan are not contained in a formal document.

Instruction to Item 6.E: If (a) any of the persons listed in

subsection 6.B beneficially owns less than one percent of the class

of shares and (b) that person's individual share ownership

previously has not been disclosed to shareholders or otherwise made

public, you may indicate, by an asterisk and explanatory footnote or

similar means, that the person beneficially owns less than one

percent of the class, instead of providing that person's individual

share ownership.

Item 7. Major Shareholders and Related Party Transactions

The purpose of this standard is to provide information regarding

the major shareholders and others that control or may control the

company. The standard also provides information regarding

transactions the company has entered into with persons affiliated

with the company and whether the terms of such transactions are fair

to the company. These standards may require disclosure of related

party transactions not required to be disclosed under the body of

accounting principles used in preparing the financial statements.

This standard is not intended to address the thresholds at which

shareholders are required, on a continuing basis, to disclose their

beneficial ownership of securities.

[[Page 53918]]

A. Major shareholders. To the extent that the following

information is known to the company or can be ascertained from

public filings, it should be provided as of the most recent

practicable date, with references to the number of shares held in

the company including shares beneficially owned.

1. The following information shall be provided regarding the

company's major shareholders, which means shareholders that are the

beneficial owners of 5% or more of each class of the company's

voting securities (unless the company is required to disclose a

lesser percentage in its home country, in which case that lesser

percentage applies):

(a) Provide the names of the major shareholders, and the number

of shares and the percentage of outstanding shares of each class

owned by each of them as of the most recent practicable date, or an

appropriate negative statement if there are no major shareholders.

(b) Disclose any significant change in the percentage ownership

held by any major shareholders during the past three years.

(c) Indicate whether the company's major shareholders have

different voting rights, or an appropriate negative statement.

2. Information shall be provided as to the portion of each class

of securities held in the host country and the number of record

holders in the host country.

3. To the extent known to the company, state whether the company

is directly or indirectly owned or controlled by another

corporation(s), by any foreign government or by any other natural or

legal person(s) severally or jointly, and, if so, give the name(s)

of such controlling corporation(s), government or other person(s),

and briefly describe the nature of such control, including the

amount and proportion of capital held giving a right to vote.

4. Describe any arrangements, known to the company, the

operation of which may at a subsequent date result in a change in

control of the company.

B. Related party transactions. Provide the information required

below for the period since the beginning of the company's preceding

three financial years up to the date of the document, with respect

to transactions or loans between the company and (a) enterprises

that directly or indirectly through one or more intermediaries,

control or are controlled by, or are under common control with, the

company; (b) associates; (c) individuals owning, directly or

indirectly, an interest in the voting power of the company that

gives them significant influence over the company, and close members

of any such individual's family; (d) key management personnel, that

is, those persons having authority and responsibility for planning,

directing and controlling the activities of the company, including

directors and senior management of companies and close members of

such individuals' families; and (e) enterprises in which a

substantial interest in the voting power is owned, directly or

indirectly, by any person described in (c) or (d) or over which such

a person is able to exercise significant influence. This includes

enterprises owned by directors or major shareholders of the company

and enterprises that have a member of key management in common with

the company. Close members of an individual's family are those that

may be expected to influence, or be influenced by, that person in

their dealings with the company. An associate is an unconsolidated

enterprise in which the company has a significant influence or which

has significant influence over the company. Significant influence

over an enterprise is the power to participate in the financial and

operating policy decisions of the enterprise but is less than

control over those policies. Shareholders beneficially owning a 10%

interest in the voting power of the company are presumed to have a

significant influence on the company.

1. The nature and extent of any transactions or presently

proposed transactions which are material to the company or the

related party, or any transactions that are unusual in their nature

or conditions, involving goods, services, or tangible or intangible

assets, to which the company or any of its parent or subsidiaries

was a party.

2. The amount of outstanding loans (including guarantees of any

kind) made by the company or any of its parent or subsidiaries to or

for the benefit of any of the persons listed above. The information

given should include the largest amount outstanding during the

period covered, the amount outstanding as of the latest practicable

date, the nature of the loan and the transaction in which it was

incurred, and the interest rate on the loan.

C. Interests of experts and counsel. If any of the named experts

or counselors was employed on a contingent basis, owns an amount of

shares in the company or its subsidiaries which is material to that

person, or has a material, direct or indirect economic interest in

the company or that depends on the success of the offering, provide

a brief description of the nature and terms of such contingency or

interest.

Instructions to Item 7.B:

1. If you are providing the information called for by Item 7.B

in an annual report, you only have to provide the required

information for the period from the beginning of your last full

fiscal year up to the latest practicable date.

2. In response to Item 7.B.2, if the lender is a bank, savings

and loan association, or broker dealer extending credit under

Federal Reserve Regulation T, and the loans are not disclosed as

nonaccrual, past due, restructured or potential problems under

Industry Guide 3, your response may consist of a statement, if true,

that the loans in question (A) were made in the ordinary course of

business, (B) were made on substantially the same terms, including

interest rates and collateral, as those prevailing at the time for

comparable transactions with other persons, and (C) did not involve

more than the normal risk of collectibility or present other

unfavorable features.

Instruction to Item 7.C: If you are filing Form 20-F as a

registration statement or annual report under the Exchange Act, you

do not have to provide the information called for by Item 7.C. You

must provide this information if you are filing a registration

statement under the Securities Act. Accountants who provide a report

on financial statements that are presented or incorporated by

reference in a registration statement should note Article 2 of

Regulation S-X. That Article contains the Commission's requirements

for qualifications and reports of accountants.

Item 8. Financial Information

The purpose of this standard is to specify which financial

statements must be included in the document, as well as the periods

to be covered, the age of the financial statements and other

information of a financial nature.

A. Consolidated Statements and Other Financial Information.

1. The document must contain consolidated financial statements,

audited by an independent auditor and accompanied by an audit

report, comprised of:

(a) Balance sheet;

(b) Income statement;

(c) Statement showing either (i) changes in equity other than

those arising from capital transactions with owners and

distributions to owners; or (ii) all changes in equity (including a

subtotal of all non-owner items recognized directly in equity);

(d) Cash flow statement;

(e) Related notes and schedules required by the comprehensive

body of accounting standards pursuant to which the financial

statements are prepared; and

(f) If not included in the primary financial statements, a note

analyzing the changes in each caption of shareholders' equity

presented in the balance sheet.

2. The document should include comparative financial statements

that cover the latest three financial years, audited in accordance

with a comprehensive body of auditing standards.

3. The audit report(s) must cover each of the periods for which

these international disclosure standards require audited financial

statements. If the auditors have refused to provide a report on the

annual accounts or if the report(s) contain qualifications or

disclaimers, such refusal or such qualifications or disclaimers

shall be reproduced in full and the reasons given, so the host

country securities regulator can determine whether or not to accept

the financial statements. Include an indication of any other

information in the document which has been audited by the auditors.

4. The last year of audited financial statements may not be

older than 15 months at the time of the offering or listing;

provided, however, that in the case of the company's initial public

offering, the audited financial statements also shall be as of a

date not older than 12 months at the time the document is filed. In

such cases, the audited financial statements may cover a period of

less than a full year.

5. If the document is dated more than nine months after the end

of the last audited financial year, it should contain consolidated

interim financial statements, which may be unaudited (in which case

that fact should be stated), covering at least the first six months

of the financial year. The interim financial statements should

include a balance sheet, income statement, cash flow statement, and

[[Page 53919]]

a statement showing either (i) changes in equity other than those

arising from capital transactions with owners and distributions to

owners, or (ii) all changes in equity (including a subtotal of all

non-owner items recognized directly in equity). Each of these

statements may be in condensed form as long as it contains the major

line items from the latest audited financial statements and includes

the major components of assets, liabilities and equity (in the case

of the balance sheet); income and expenses (in the case of the

income statement) and the major subtotals of cash flows (in the case

of the cash flow statement). The interim financial statements should

include comparative statements for the same period in the prior

financial year, except that the requirement for comparative balance

sheet information may be satisfied by presenting the year end

balance sheet. If not included in the primary financial statements,

a note should be provided analyzing the changes in each caption of

shareholders' equity presented in the balance sheet. The interim

financial statements should include selected note disclosures that

will provide an explanation of events and changes that are

significant to an understanding of the changes in financial position

and performance of the enterprise since the last annual reporting

date. If, at the date of the document, the company has published

interim financial information that covers a more current period than

those otherwise required by this standard, the more current interim

financial information must be included in the document. Companies

are encouraged, but not required, to have any interim financial

statements in the document reviewed by an independent auditor. If

such a review has been performed and is referred to in the document,

a copy of the auditor's interim review report must be provided in

the document.

6. If the amount of export sales constitutes a significant

portion of the company's total sales volume, provide the total

amount of export sales and the percent and amount of export sales in

the total amount of sales volume.

7. Provide information on any legal or arbitration proceedings,

including those relating to bankruptcy, receivership or similar

proceedings and those involving any third party, which may have, or

have had in the recent past, significant effects on the company's

financial position or profitability. This includes governmental

proceedings pending or known to be contemplated.

8. Describe the company's policy on dividend distributions.

B. Significant Changes. Disclose whether or not any significant

change has occurred since the date of the annual financial

statements, and/or since the date of the most recent interim

financial statements, if any, included in the document.

Instructions to Item 8:

1. This item refers to the company, but note that under Rules 3-

05, 3-09, 3-10 and 3-14 of Regulation S-X, you also may have to

provide financial statements or financial information for entities

other than the issuer. In some cases, you may have to provide

financial statements for a predecessor. See the definition of

``predecessor'' in Exchange Act Rule 12b-2 and Securities Act Rule

405.

2. For offerings of securities (a) upon the exercise of

outstanding rights granted by the issuer of the securities to be

offered, if the rights are granted pro rata to all existing

securityholders of the class of securities to which the rights

attach; or (b) pursuant to a dividend or interest reinvestment plan;

or (c) upon the conversion of outstanding convertible securities or

upon the exercise of outstanding transferable warrants issued by the

issuer of the securities to be offered, or by an affiliate of that

issuer, the 15-month period referred to in Item 8.A.4 is extended to

18 months and the interim financial statements referred to in Item

8.A.5 shall be as of a date within 12 months of the date of the

document. The provisions of this paragraph are not applicable if

securities are to be offered or sold in a standby underwriting in

the United States or similar arrangement.

Instructions to Item 8.A.2:

1. You do not have to provide a balance sheet for the earliest

of the three-year periods specified in Item 8.A.2 if that balance

sheet is not required by a jurisdiction outside the United States.

2. The financial statements must be audited in accordance with

U.S. generally accepted auditing standards, and the auditor must

comply with the U.S. and Commission standards for auditor

independence. Note Article 2 of Regulation S-X, which contains

requirements for qualifications and reports of accountants.

Instruction to Item 8.A.3: The circumstances in which we would

accept an audit report containing a disclaimer or qualification are

extremely limited. If you plan to submit this type of report, we

recommend that you contact the staff of the Office of Chief

Accountant in the Division of Corporation Finance well in advance of

filing the document, to discuss the report.

Instructions to Item 8.A.4:

1. In calculating the 15-month requirement for the age of

financial statements, determine the age based on the period of time

that has elapsed between the date of the balance sheet and ``the

time of the offering or listing,'' which means the time the

registration statement is declared effective. You may satisfy this

requirement by providing audited financial statements covering a

period of less than a full year.

2. The additional requirement that financial statements be no

older than 12 months at the date of filing applies only in those

limited cases where a nonpublic company is registering its initial

public offering of securities. We will waive this requirement in

cases where the company is able to represent adequately to us that

it is not required to comply with this requirement in any other

jurisdiction outside the United States and that complying with the

requirement is impracticable or involves undue hardship. File this

representation as an exhibit to the registration statement. If we

waive the 12-month requirement, you must comply with the 15-month

requirement in this item.

Instructions to Item 8.A.5:

1. Item 8.A.5 does not apply to annual reports on Form 20-F.

2. The third sentence of Item 8.A.5 explains that the required

interim financial statements may be in condensed form using major

line items from the latest audited financial statements. To

determine which major line items must be included in condensed

interim information, see Rules 10-01(a) (1) through (7).

3. The third sentence from the end of Item 8.A.5 requires you to

include in the document interim financial information that has been

published by the company if that information covers a more current

period than the statements otherwise required by Item 8. This

requirement does not apply to annual reports filed on Form 20-F. The

requirement covers any publication of financial information that

includes, at a minimum, revenue and income information, even if that

information is not published as part of a complete set of financial

statements. Whenever you provide more current interim financial

information in response to this requirement:

(a) Describe any ways in which the accounting principles,

practices and methods used in preparing that interim financial

information vary materially from the principles, practices and

methods accepted in the United States, and

(b) Quantify any material variations, unless they already are

quantified because they occur in other financial statements included

in the document.

Instructions to Item 8.A.7:

1. This Item also requires disclosure of any material proceeding

in which any director, any member of senior management, or any of

your affiliates is either a party adverse to you or your

subsidiaries or has a material interest adverse to your or your

subsidiaries.

2. If you are providing the information called for by Item 8.A.7

in an annual report, also describe the disposition of any previously

reported litigation that occurred during the last fiscal year.

Item 9. The Offer and Listing

The purpose of this standard is to provide information regarding

the offer or listing of securities, the plan for distribution of the

securities and related matters.

A. Offer and listing details.

1. Indicate the expected price at which the securities will be

offered or the method of determining the price, and the amount of

any expenses specifically charged to the subscriber or purchaser.

2. If ther

This text is long and has been trimmed here. Open the source document for the complete record.