Current Report 8k Sec (Page 7 of 22) in pdf

Instructions.

1. No information need be given as to:

(i) any transaction between any person and any wholly-owned subsidiary of such person;

(ii) any transaction between two or more wholly-owned subsidiaries of any person; or

(iii) the redemption or other acquisition of securities from the public, or the sale or other disposition of securities to the public,

by the issuer of such securities or by a wholly-owned subsidiary of that issuer.

2. The term acquisition includes every purchase, acquisition by lease, exchange, merger, consolidation, succession or other acquisition,

except that the term does not include the construction or development of property by or for the registrant or its subsidiaries or the acquisition

of materials for such purpose. The term disposition includes every sale, disposition by lease, exchange, merger, consolidation, mortgage,

assignment or hypothecation of assets, whether for the beneﬁ t of creditors or otherwise, abandonment, destruction, or other disposition.

3. The information called for by this Item 2.01 is to be given as to each transaction or series of related transactions of the size

indicated. The acquisition or disposition of securities is deemed the indirect acquisition or disposition of the assets represented by such

securities if it results in the acquisition or disposition of control of such assets.

4. An acquisition or disposition shall be deemed to involve a signiﬁ cant amount of assets:

(i) if the registrant’s and its other subsidiaries’ equity in the net book value of such assets or the amount paid or received for

the assets upon such acquisition or disposition exceeded 10% of the total assets of the registrant and its consolidated subsidiaries; or

(ii) if it involved a business (see 17 CFR 210.11-01(d)) that is signiﬁ cant (see 17 CFR 210.11-01(b)).

Acquisitions of individually insigniﬁ cant businesses are not required to be reported pursuant to this Item 2.01 unless they are related

businesses (see 17 CFR 210.3-05(a)(3)) and are signiﬁ cant in the aggregate.

5. Attention is directed to the requirements in Item 9.01 (Financial Statements and Exhibits) with respect to the ﬁ ling of:

(i) ﬁ nancial statements of businesses acquired;

(ii) pro forma ﬁ nancial information; and

(iii) copies of the plans of acquisition or disposition as exhibits to the report.

Item 2.02 Results of Operations and Financial Condition.

(a) If a registrant, or any person acting on its behalf, makes any public announcement or release (including any update of an earlier

announcement or release) disclosing material non-public information regarding the registrant’s results of operations or ﬁ nancial condition

for a completed quarterly or annual ﬁ scal period, the registrant shall disclose the date of the announcement or release, brieﬂ y identify the

announcement or release and include the text of that announcement or release as an exhibit.

(b) A Form 8-K is not required to be furnished to the Commission under this Item 2.02 in the case of disclosure of material non-

public information that is disclosed orally, telephonically, by webcast, by broadcast, or by similar means if:

(1) the information is provided as part of a presentation that is complementary to, and initially occurs within 48 hours after, a related,

written announcement or release that has been furnished on Form 8-K pursuant to this Item 2.02 prior to the presentation;

(2) the presentation is broadly accessible to the public by dial-in conference call, by webcast, by broadcast or by similar means;

(3) the ﬁ nancial and other statistical information contained in the presentation is provided on the registrant’s website, together with

any information that would be required under 17 CFR 244.100; and

(4) the presentation was announced by a widely disseminated press release, that included instructions as to when and how to access

the presentation and the location on the registrant’s website where the information would be available.

Current Report 8k Sec Page 7