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Financial and Other Information
Overview
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 Item
13(a) applies "If action is to be taken with respect to any matter
specified in Item 11 or 12"
- Item 11
Authorization or issuance of securities
- Item 12
Modification or exchange of securities
Required
financial and other information:
- Financial statements per Regulation S-X
Item
13(a)(1)
- Supplementary financial information ~ S-K 302
Item 13(a)(2)
- MD&A ~ S-K 303 Item 13(a)(3)
- Auditor disagreements ~ S-K 304
Item 13(a)(4)
- Market risk disclosures ~ S-K 305
Item 13(a)(5)
- Auditor attendance at annual meeting
Item 13(a)(6)
Incorporation
by reference
- Requirements for S-3 registrants Item
13(b)(1)
- Requirements for all registrants Item 13(b)(2)
- Conditions to incorporation Item 13(c)
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Schedule 14A
- Triggered by Item 11 or Item 12
- S-X financials
- S-K 302
- Supplementary financial information
- S-K 303 - MD&A
- Auditor resignation
- S-K 305 - Market risk disclosures
- Auditor attendance at shareholder
meeting
- Incorporation by reference
- See Notes D and E
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Item 13(a) Information Required
 Notes
D and E
- See Notes D and E at the beginning of this Schedule
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| Item
13(a) Information Required (a) If
action is to be taken with respect to any matter specified in Items 11 or
12, furnish the following
information:
- (1) Financial statements meeting the requirements of Regulation
S-X, including financial information required by
rule 3-05 and Article 11 of Regulation S-X with respect to transactions other
than that pursuant to which action is to be taken as described in this proxy
statement;
- (2) Item 302 of Regulation S-K, supplementary financial
information;
(3) Item 303 of Regulation S-K, management's discussion and analysis of
financial condition and results of operations;
(4) Item 304 of Regulation S-K, changes in and disagreements with
accountants on accounting and financial disclosure;
(5) Item 305 of Regulation S-K, quantitative and qualitative disclosures
about market risk; and
- (6) A statement as to whether or not representatives of the
principal accountants for the current year and for the most recently
completed fiscal year:
- (i) Are expected to be present at the
security holders' meeting;
- (ii) Will have the opportunity to make a
statement if they desire to do so; and
- (iii) Are expected to be available to
respond to appropriate questions.
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Item 13(b)-(c) Incorporation by reference
13(b)
Incorporation by reference
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The information required pursuant to paragraph (a) of this Item may be
incorporated by reference into the proxy statement as follows:
- (1) If the registrant meets the
requirements of Form S-3 (see Note E to this Schedule), it may incorporate
by reference to previously-filed documents any of the information required by
paragraph (a) of this Item, provided
that the requirements of paragraph (c) are met. Where the registrant meets the
requirements of Form S-3 and has
elected to furnish the required information by incorporation by reference, the
registrant may elect to update the
information so incorporated by reference to information in subsequently filed
documents.
- (2) All registrants. The registrant may
incorporate by reference any of the information required by paragraph (a) of
this Item, provided that the information is contained in an annual report to
security holders or a previously-filed
statement or report, such report or statement is delivered to security holders
with the proxy statement and the
requirements of paragraph (c) are met.
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| 13(c)
Conditions to incorporation by reference SEC_CODE_REF_0090001192884 -
Registrants eligible to incorporate by reference into the
proxy statement the information required by paragraph (a) of this Item in
the manner specified by paragraphs (b)(1) and
(b)(2) may do so only if:
- (1) the information is not required to be
included in the proxy statement pursuant to the requirement of another Item;
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(2) the proxy statement identifies on the last page(s) the
information incorporated by reference; and
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(3) the material incorporated by reference substantially meets
the requirements of this Item or the appropriate portions
of this Item.
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Item 13 Instructions
Instruction
1 Materiality standard-
Notwithstanding the provisions of this Item,
any or all of the information required by paragraph (a) of this Item, not
material
for the exercise of prudent judgment in regard to the matter to be acted upon
may be omitted. In the usual case the information
is deemed material to the exercise of prudent judgment where the matter to be
acted upon is the authorization or issuance
of a material amount of senior securities, but the information is not deemed
material where the matter to be acted upon is the
authorization or issuance of common stock, otherwise than in an exchange,
merger, consolidation, acquisition or similar
transaction, the authorization of preferred stock without present intent to
issue or the authorization of preferred stock for
issuance for cash in an amount constituting fair value.
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Instruction
2 Accountant's report-
In order to facilitate compliance with Rule 2-02(a) of Regulation S-X,
one copy of the definitive proxy statement filed with the
Commission shall include a manually signed copy of the accountants report.
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If the financial statements are incorporated by
reference, a manually signed copy of the accountants report shall be filed
with the definitive proxy statement.
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Instruction
3 Financial schedules-
Notwithstanding the provisions of Regulation
S-X, no schedules other than those prepared in accordance with Rules 12-15,
12-28 and 12-29 (or, for management investment companies, Rules 12-12 through
12-14) of that regulation need be furnished
in the proxy statement.
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Instruction
4 Investment companies-
Unless registered on a national securities
exchange or otherwise required to furnish such information, registered
investment
companies need not furnish the information required by paragraphs (a)(2) or (3)
of this Item.
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Instruction
5 Financials for preliminary proxy statements-
If the registrant submits preliminary proxy
material incorporating by reference financial statements required by this Item,
the
registrant should furnish a draft of the financial statements if the document
from which they are incorporated has not been
filed with or furnished to the Commission.
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Instruction
6 Investment companies-
A registered investment company need not
comply with Items (a)(2), (a)(3), and (a)(5) of this Item 13.
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Selected Precedent Disclosures
Complete Schedule 14A
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