GENERAL INSTRUCTIONS
I. Eligibility Requirements for Use of Form CB
A. Use this Form to furnish information pursuant to Rules 13e-4(h)(8), 14d-1(c)
and 14e-2(d) under the Securities Exchange Act of 1934 (Exchange Act), and
Rules 801 and 802 under the Securities Act of 1933 (Securities Act).
Instructions
1. For the purposes of this Form, the term "subject company" means the issuer of
the securities in a rights offering and the company whose securities are sought
in a tender offer.
2. For the purposes of this Form, the term "tender offer" includes both cash and
securities tender offers.
B. The information and documents furnished on this Form are not deemed "filed"
with the Commission or otherwise subject to the liabilities of Section 18 of the
Exchange Act.
II. Instructions for Submitting Form
A. (1) If the party filing or submitting the Form CB has reporting obligations
under Exchange Act Section
13 or 15(d), Regulation S-T Rule 101(a)(1)(vi) (17 CFR 232.101(a)(1)(vi))
requires the submission
of the Form CB in electronic format via the Commissions Electronic Data
Gathering and Retrieval
System (EDGAR) in accordance with the EDGAR rules set forth in Regulation S-T
(17 CFR Part
232). For assistance with technical questions about EDGAR or to request an
access code, call the
EDGAR Filer Support Office at (202) 942-8900. For assistance with the EDGAR
rules, call the
Office of EDGAR and Information Analysis at (202) 942-2940.
(2) If the party filing or submitting the Form CB is not an Exchange Act
reporting company, Regulation
S-T Rule 101(b)(8) (17 CFR 232.101(b)(8)) permits the submission of the Form CB
either via
EDGAR or in paper. When filing or submitting the Form CB in electronic format,
either voluntarily
or as a mandated EDGAR filer, a party must also file or submit on EDGAR all home
jurisdiction
documents required by Parts I and II of this Form, except as provided by the
Note following
paragraph (2) of Part II.
(3) A party may also file a Form CB in paper under a hardship exemption provided
by Regulation S-T
Rule 201 or 202 (17 CFR 232.201 or 232.202). When submitting a Form CB in paper
under a
hardship exemption, a party must provide the legend required by Regulation S-T
Rule 201(a)(2) or
202(c) (17 CFR 232.201(a)(2) or 232.202(c)) on the cover page of the Form CB.
(4) If filing the Form CB in paper in accordance with Rule 101(b)(8) or a
hardship exemption, you must
furnish five copies of this Form and any amendment to the Form (see Part I, Item
1.(b)), including
all exhibits and any other paper or document furnished as part of the Form, to
the Commission at its
principal office. You must bind, staple or otherwise compile each copy in one or
more parts without
stiff covers. You must make the binding on the side or stitching margin in a
manner that leaves the
reading matter legible.
B. When submitting the Form CB in electronic format, the persons specified in
Part IV must provide
signatures in accordance with Regulation S-T Rule 302 (17 CFR 232.302). When
submitting the Form
CB in paper, the persons specified in Part IV must sign the original and at
least one copy of the Form
and any amendments. You must conform any unsigned copies. The specified persons
may provide typed
or facsimile signatures in accordance with Securities Act Rule 402(e) (17 CFR
230.402(e)) or Exchange
Act Rule 12b-11(d) (17 CFR 240.12b-11(d)) as long as the filer retains copies of
signatures manually
signed by each of the specified persons for five years.
C. You must furnish this Form to the Commission no later than the next business
day after the disclosure
documents submitted with this Form are published or otherwise disseminated in
the subject companys
home jurisdiction.
D. If filing in paper, in addition to any internal numbering you may include,
sequentially number the signed
original of the Form and any amendments by handwritten, typed, printed or other
legible form of
notation from the first page of the document through the last page of the
document and any exhibits or
attachments. Further, you must set forth the total number of pages contained in
a numbered original on
the first page of the document.
III. Special Instructions for Complying with Form CB
Under Sections 3(b), 7, 8, 10, 19 and 28 of the Securities Act of 1933, and
Sections 12, 13, 14, 23 and 36
of the Exchange Act of 1934 and the rules and regulations adopted under those
Sections, the Commission is
authorized to solicit the information required to be supplied by this form by
certain entities conducting a tender
offer, rights offer or business combination for the securities of certain
issuers.
Disclosure of the information specified in this form is mandatory. We will use
the information for the
primary purposes of assuring that the offeror is entitled to use the Form and
that investors have information
about the transaction to enable them to make informed investment decisions. We
will make this Form a matter of
public record. Therefore, any information given will be available for inspection
by any member of the public.
Because of the public nature of the information, the Commission can use it for a
variety of purposes. These
purposes include referral to other governmental authorities or securities
self-regulatory organizations for
investigatory purposes or in connection with litigation involving the Federal
securities laws or other civil,
criminal or regulatory statutes or provisions.
PART I - INFORMATION SENT TO SECURITY HOLDERS
Item 1. Home Jurisdiction Documents
(a) You must attach to this Form the entire disclosure
document or documents, including any amendments
thereto, in English, that you have delivered to holders of securities or
published in the subject
companys home jurisdiction that are required to be disseminated to U.S.
security holders or published
in the United States. The Form need not include any documents incorporated
by reference into those
disclosure document(s) and not published or distributed to holders of
securities.
(b) Furnish any amendment to a furnished document
or documents to the Commission under cover of this
Form. Indicate on the cover page the number of the amendment.
Item 2. Informational Legends
You may need to include legends on the outside cover page of
any offering document(s) used in the
transaction. See Rules 801(b) and 802(b).
Note to Item 2. If
you deliver the home jurisdiction document(s) through an electronic medium,
the required
legends must be presented in a manner reasonably calculated to draw
attention to them.
PART II - INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS
The exhibits specified below must be furnished as
part of the Form, but need not be sent to security holders unless sent to
security holders in the home jurisdiction. Letter or number all exhibits for
convenient reference.
(1) Furnish to the Commission either an
English translation or English summary of any reports or information
that, in accordance with the requirements of the home jurisdiction, must be
made publicly available in
connection with the transaction but need not be disseminated to security
holders. Any English summary
submitted must meet the requirements of Regulation S-T Rule 306(a) (17 CFR
232.306(a)) if submitted
electronically or of Securities Act Rule 403(c)(3) (17 CFR 230.403(c)(3)) or
Exchange Act Rule 12b-
12(d)(3) (17 CFR 240.12b-12(d)(3)) if submitted in paper.
(2)
Furnish copies of any documents incorporated by reference into the home
jurisdiction document(s).
Note to paragraphs (1) and (2) of Part II: In accordance with Regulation S-T
Rule 311(f) (17 CFR
232.311(f)), a party may submit a paper copy under cover of Form SE (17 CFR
239.64, 249.444, 259.603,
269.8, and 274.403) of an unabridged foreign language document when
submitting an English summary in
electronic format under paragraph (1) of this Part or when furnishing a
foreign language document that has
been incorporated by reference under paragraph (2) of this Part.
(3) If any of the persons specified in Part IV has signed the Form CB under
a power of attorney, a party
submitting the Form CB in electronic format must include a copy of the power
of attorney signed in
accordance with Regulation S-T Rule 302 (17 CFR 232.302). A party submitting
the Form CB in paper must
also include a copy of the signed power of attorney.
PART III - CONSENT TO SERVICE OF PROCESS
(1) When this Form is furnished to the Commission, the
person furnishing this Form (if a non-U.S. person) must
also file with the Commission a written irrevocable consent and power of
attorney on Form F-X.
(2) Promptly communicate any change in
the name or address of an agent for service to the Commission by
amendment of the Form F-X.
PART IV - SIGNATURES
(1) Each person (or its authorized representative) on whose
behalf the Form is submitted must sign the Form. If
a persons authorized representative signs, and the authorized
representative is someone other than an
executive officer or general partner, provide evidence of the
representatives authority with the Form.
(2) Type or print
the name and any title of each person who signs the Form beneath his or her
signature.
After due inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
_________________________________________
(Signature)
_________________________________________
(Name and Title)
_________________________________________
(Date)
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