Form Cb Tender Offer/rights Offering Notification Form (Page 2 of 4) in pdf

GENERAL INSTRUCTIONS

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) Regulation S-T Rule 101(a)(1)(vi) (17 CFR 232.101(a)(1)(vi)) requires a party to submit the Form CB in

electronic format via the Commission’s 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) 551-8900.

(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 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 company’s

Form Cb Tender Offer/rights Offering Notification Form Page 2