Schedule 14A Item 12

Modification or Exchange of Securities

Overview

Item 12 applies "If action is to be taken with respect to the modification of any class of securities of the registrant, or the issuance or authorization for issuance of securities of the registrant in exchange for outstanding securities of the registrant"

Required disclosures

Title - amount of securities Item 12(a)
Material differences between the securities Item 12(b)
Reasons for modification or exchange Item 12(c)
Dividend arrears - Debt defaults Item 12(d)
Terms of modification - exchange Item 12(e)
Financial information Item 12(f)

Schedule 14A
S-K 202 - Description of securities

Item 12 Requirements

Preamble - Scope

If action is to be taken with respect to the modification of any class of securities of the registrant, or the issuance or authorization for issuance of securities of the registrant in exchange for outstanding securities of the registrant, furnish the following information:

Item 12(a) Title - amount of securities

If outstanding securities are to be modified, state the title and amount thereof.
If securities are to be issued in exchange for outstanding securities, state the title and amount of securities to be so issued, the title and amount of outstanding securities to be exchanged therefor and the basis of the exchange.

Item 12(b) Material differences in securities

Describe any material differences between the outstanding securities and the modified or new securities in respect of any of the matters concerning which information would be required in the description of the securities in Item 202 of Regulation S-K.

Item 12(c) Reasons for modification or exchange

State the reasons for the proposed modification or exchange and the general effect thereof upon the rights of existing security holders.

Item 12(d) Dividend arrears - Debt defaults

Furnish a brief statement as to arrears in dividends or as to defaults in principal or interest in respect to the outstanding
securities which are to be modified or exchanged and such other information as may be appropriate in the particular case to disclose adequately the nature and effect of the proposed action.

Item 12(e) Terms of modification - exchange

Outline briefly any other material features of the proposed modification or exchange.
If the plan of proposed action is set forth in a written document, file copies thereof with the Commission in accordance with §240.14a-6.

Item 12(f) Financial information

Furnish the information required by Item 13(a) of this Schedule.

Instruction Re: exchange listing

If the existing security is presently listed and registered on a national securities exchange, state whether the registrant
intends to apply for listing and registration of the new or reclassified security on such exchange or any other exchange.
If the registrant does not intend to make such application, state the effect of the termination of such listing and registration.

Selected Precedent Disclosures

2007 Early Filers

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2006

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Complete Schedule 14A

Online versions

Paper versions

2007 CFR

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