(a) Initial statements of beneficial ownership of equity securities required by section 16(a) of the Act shall be filed on Form 3. Statements of changes in beneficial ownership required by that section shall be filed on Form 4. Annual statements shall be filed on Form 5. At the election of the reporting person, any transaction required to be reported on Form 5 may be reported on an earlier filed Form 4. All such statements shall be prepared and filed in accordance with the requirements of the applicable form.

          (b) A person filing statements pursuant to section 16(a) of the Act with respect to any class of equity securities registered pursuant to section 12 of the Act need not file an additional statement on Form 3:

               (1) When an additional class of equity securities of the same issuer becomes registered pursuant to section 12 of the Act; or

               (2) When such person assumes a different or an additional relationship to the same issuer (for example, when an officer becomes a director).

          (c) Any issuer that has equity securities listed on more than one national securities exchange may designate one exchange as the only exchange with which reports pursuant to section 16(a) of the Act need be filed. Such designation shall be made in writing and shall be filed with the Commission and with each national securities exchange on which any equity security of the issuer is listed at the time of such election. The reporting person's obligation to file reports with each national securities exchange on which any equity security of the issuer is listed shall be satisfied by filing with the exchange so designated.

          (d) Any person required to file a statement with respect to securities of a single issuer under both section 16(a) of the Act and either section 17(a) of the Public Utility Holding Company Act of 1935 or section 30(f) of the Investment Company Act of 1940 may file a single statement containing the required information, which will be deemed to be filed under both Acts.

          (e) Any person required to file a statement under section 16(a) of the Act shall, not later than the time the statement is transmitted for filing with the Commission, send or deliver a duplicate to the person designated by the issuer to receive such statements, or, in the absence of such a designation, to the issuer's corporate secretary or person performing equivalent functions.

          (f)(1) A Form 5 shall be filed by every person who at any time during the issuer's fiscal year was subject to section 16 of the Act with respect to such issuer, except as provided in paragraph (f)(2) of this section. The Form shall be filed within 45 days after the issuer's fiscal year end, and shall disclose the following holdings and transactions not reported previously on Forms 3, 4 or 5:

                    (i) All transactions during the most recent fiscal year that were either exempt from Section 16(b) of the Act, except:

                         (A) Exercises and conversions of derivative securities exempt under either Rule 16b-3 or Rule 16b-6 (these are required to be reported on Form 4);

                         (B) Transactions exempt from Section 16(b) of the Act pursuant to Rule 16-b3(c) which shall be exempt from Section 16(a) of the Act; and

                         (C) Transactions exempt from Section 16(a) of the Act pursuant to another rule;

                    (ii) Transactions that constituted small acquisitions pursuant to Rule 16a-6(a);

                    (iii) All holdings and transactions that should have been reported during the most recent fiscal year, but were not; and

                    (iv) With respect to the first Form 5 requirement for a reporting person, all holdings and transactions that should have been reported in each of the issuer's last two fiscal years but were not, based on the reporting person's reasonable belief in good faith in the completeness and accuracy of the information.

               (2) Notwithstanding the above, no Form 5 shall be required where all transactions otherwise required to be reported on the Form 5 have been reported before the due date of the Form 5.

Note: Persons no longer subject to section 16 of the Act, but who were subject to the Section at any time during the issuer's fiscal year, must file a Form 5 unless paragraph (f)(2) is satisfied. See also Rule 16a-2(b) regarding the reporting obligations of persons ceasing to be officers or directors.

          (g) All transactions shall be reported on Form 4, except as follows:

               (1) Small acquisitions as specified in Rule 16a-6(a) shall be reported in the manner specified by that section;

               (2) Exercises and conversions of derivative securities exempted pursuant to Rule 16b-6(b) shall be reported in the manner specified by Rule 16a-4; and

               (3) Transactions that are exempted by operation of any rule pursuant to section 16(b) of the Act, other than exercises and conversions of derivative securities exempted pursuant to Rule 16b-6(b), shall be reported on either Form 5, or, at the option of the reporting person, Form 4, but in no event later than the due date of the Form 5 with respect to the fiscal year in which the transaction occurred.

          (h) The date of filing with the Commission shall be the date of receipt by the Commission; Provided, however, That a Form 3, 4, or 5 shall be deemed to have been timely filed if the filing person establishes that the Form had been transmitted timely to a third party company or governmental entity providing delivery services in the ordinary course of business, which guaranteed delivery of the filing to the Commission no later than the required filing date.

          (i) Duplicated or facsimile versions of manual signatures of persons required to sign any document pursuant to Section 16 of the Act that is filed or submitted to the Commission under the Act shall be considered manual signatures for purposes of the Act and rules and regulations thereunder; provided that, the original signed document is retained by the filer for a period of five years and, upon request, the filer furnishes to the Commission or the staff the original manually signed document.