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”).
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