(1) issued by a national of a foreign country other than a North American country or Cuba, (2) issued by a national of a North American country or Cuba which are guaranteed by any foreign government, (3) issued by any corporation or unincorporated association, foreign or domestic, which is directly or indirectly owned or controlled by any foreign government, or (4) issued by any public corporation or other autonomous entity in the nature of a political subdivision which shall at its option elect to use this form in lieu of form 18, except that this form is not to be used by a State, province, county, or municipality or similar body politic.

Form 22 for issuers reorganized in insolvency proceedings or which have succeeded to a person in insolvency proceedings.— This form shall be used for applications for registration of securities of any issuer which, pursuant to a plan—

(a) Has been or is being reorganized in insolvency proceedings; or

(b) Has acquired or is to acquire, directly or indirectly, substantially all of its business and assets (other than cash) from a person in insolvency proceedings or from such person and one or more of its subsidiaries, and is continuing or is to continue the business so acquired; or

(c) Being a subsidiary of a person in insolvency proceedings, has acquired or is to acquire, directly or indirectly, substantially all of its assets (other than cash and other than assets owned by it prior to such acquisition) from such person or from such person and one or more of its subsidiaries,

if the securities are, or are to be, outstanding or issued pursuant to the plan, or were or are to be issued after the consummation of the plan: Provided, That this form shall not be used by issuers for which form 8-A, 12 or 12-A is prescribed, or for applications filed with the exchange after the expiration of a full fiscal year of the issuer commencing on or after the date on which the transfer or opening of accounts was made.

Form 23 for successor issuers. This form shall be used for applications for registration of securities of any issuer which has acquired, or is presently to acquire, directly or indirectly (through the acquisition of securities or otherwise), the major portion of its business and assets (other than cash) by acquiring all or a part of the business and assets of one or more other persons, and is continuing or is to continue, the business so acquired: Provided, however, That this form shall not be used by issuers for which either form 8-A, 8-B, 12, 12-A, 20, 21, or 22 is prescribed, or for applications filed with the exchange after the expiration of a full fiscal year of the issuer commencing on or after the date of succession.

Form 24 for bank holding companies.-This form shall be used for applications for the registration of securities of any person which is engaged, either directly or through subsidiaries, primarily in the business of owning securities of banks, for the purpose or with the effect of exercising control.

In the case of any security for which form 10 for corporations is authorized, a provisional application may be made on form 7 pursuant to rule X-12B-2 until May 15, 1935. Where the form for permanent registration of any other particular class of security has not yet been authorized under this rule, and for a period of 90 days after the filing of applications on such form is authorized, a provisional application for registration of a security of such class may be filed on form 7 pursuant to rule X-12B-2.

Rule X-12B-2. Provisional Applications for Registration.

(a) A provisional application for registration of a security on an exchange may be filed on form 7, where such provisional application is permitted by rule X-12B-1. The application, including a registration statement conforming with the requirements of rule X-2, shall be filed with the exchange and in triplicate with the Commission. At least one application filed with the Commission and one filed with the exchange shall be signed. The issuer shall submit to the exchange such further applications, information, or documents as the exchange may require. Unless otherwise specifically provided in the rules and regulations any number of different securities of the same issuer may be included in the same application. The registration statement included in the application shall contain information as to the issuer with respect to the following as of a stated date within 20 days prior to the filing of the application, but no prescribed arrangement for such statement need be followed:

(1) Name of issuer.

(2) Principal business office of issuer.

(3) Form of organization (corporation, trust, etc.).

(4) Names, and addresses of, and positions in issuer's organization held by, officers and directors or persons performing similar functions.

(5) Nature of business engaged in or to be engaged in.

(6) Titles and amounts of securities of issuer which are (a) outstanding (not in treasury) and (b) in treasury.

(7) Titles and amounts of securities of issuer, for which registration is sought, which are (a) outstanding (not in treasury) and (b) in treasury.

(8) Titles and amounts of those securities of issuer, for which registration is sought, which are proposed to be issued.

(b) The registration statement shall also contain the following exhibits, and the issuer may file as part of the statement such other exhibits as it may desire.

Exhibit A.-A copy of the articles of incorporation, with all amendments thereto, if the issuer be a corporation, together with its existing bylaws or instruments corresponding thereto, whatever the name; a copy of all instruments by which a trust is created, declared, or is continuing, if the issuer be a trust; a copy of the articles of partnership or association and all other papers pertaining to its organization (including trust agreements) if the issuer be a partnership, unincorporated association, joint stock company, or other form of organization.

Exhibit B.—A copy (specimen, if available) of each security for which registration is sought.

Exhibit C.-Copies of all indentures or agreements, if any, under which any securities of the issuer referred to in exhibit B have been or are to be issued, and all amendments or supplements thereto.

Exhibit D.-Copies of all agreements, if any (or if identical agreements are used, the forms thereof), made by the issuer with the underwriters (as defined by section 2 (11) of the Securities Act of 1933) of the securities for which registration is sought and which are proposed to be issued or sold by the issuer after the effective date of the registration statement.

Exhibit E.-A balance sheet (and/or consolidated balance sheet) as of the close of, and an income statement (and/or consolidated income statement) covering, the last fiscal year, or if the filing of such financial statements is not yet practicable, then corresponding statements for the fiscal year preceding the last fiscal year. At the option of the applicant for registration, the financial statements filed shall be either (a) those statements (including consolidated and/or unconsolidated statements) which have previously been made available to security holders or the exchange (in which case they need not be accompanied by the certificate of an accountant) or (b) statements (including consolidated and/or unconsolidated statements) which are certified by an independent certified or public accountant as conforming to accepted accounting principles.

If at the time of filing the registration statement the issuer's first fiscal year has not yet ended or has ended so recently that the submission of a balance sheet and income statement therefor is not yet practicable, a balance sheet as of a date not more than 90 days prior to the date of filing the registration statement and an income statement covering the period up to the date of such balance sheet shall be filed. The form and certification of such balance sheet and income statement shall be as required by (b) of the preceding paragraph.

The Commission shall be the sole judge as to whether the filing of a balance sheet or income statement for a given period is practicable within the meaning of this rule.

(c) Such application shall contain an agreement in the following form:

The undersigned issuer hereby agrees that registration pursuant to this application shall expire on the 90th day (or at the end of such longer period as the Commission may by order prescribe) after the publication of the Com mission's prescribed forms for registration unless prior to such 90th day (or to the end of such longer period) all the information required by such prescribed forms shall have been filed with the Commission as required in the case of registration pursuant to such forms and to such rules and regulations as may be prescribed in connection therewith.

Registration shall expire pursuant to such agreement.

Rule X-12B-3. Amendments to Applications for Registration. Every amendment to an application for registration pursuant to rule X-12B-1 or X-12B-2 shall be filed with the exchange and the Commission on form 8 and shall conform to the requirements governing the original application with respect to the number of copies filed, the size of paper, and similar matters. Amendments may be filed before or after registration becomes effective.

Rule X-12B-4. Incorporation by Reference.

(a) An issuer may incorporate by reference as an exhibit in any application or report filed with the Commission any document or part thereof previously or concurrently filed with the Commission pursuant to any Act administered by the Commission, and it may incorporate by reference as an exhibit in any application, or report filed with an exchange any document or part thereof previously or concurrently filed with such exchange. The incorporation may be made whether the matter incorporated was filed by the issuer or any other person. If any modification has occurred in the text of any such document since the filing thereof, the issuer shall file with the reference a statement containing the text of any such modification and the date thereof. If the number of copies of any document previously or concurrently filed with the Commission or with the exchange is less than the number required to be filed with the application or report which incorporates such document, the issuer shall file therewith as many additional copies of the document as may be necessary to meet the requirements of the application or report.

(b) An issuer may incorporate by reference in any application or report filed with the Commission any financial statement or part thereof previously or concurrently filed with the Commission pursuant to any Act administered by the Commission, if it substantially conforms to the requirements of the form on which such application

or report is filed. An issuer may incorporate by reference in any application or report filed with an exchange any financial statement or part thereof previously or concurrently filed with such exchange pursuant to the Securities Exchange Act of 1934, if it substantially conforms to the requirements of the form on which such application or report is filed. The incorporation may be made whether the matter incorporated was filed by the issuer or any other person. If a certificate of an independent public or independent certified public accountant or accountants is required to accompany a financial statement in any application or report, the incorporation by reference of a certificate previously or concurrently filed will not be deemed a compliance with such requirement unless the written consent of the accountant or accountants to such incorporation is filed with the application or report.

(c) In case securities of an issuer are registered as listed securities on a national securities exchange otherwise than on form 2, 3, or 7, such issuer may, in its application for the registration on the same exchange of additional securities (whether of the same or a different class), incorporate by reference, in whole but not in part, any item contained in any application pursuant to which such prior registration is effective.

(d) In each case of incorporation by reference, the matter incorporated shall be clearly identified in the reference. An express statement shall be made to the effect that the specified matter is incorporated in the application or report at the particular place where the information is required.

(e) Notwithstanding any particular provision permitting incorporation by reference, no application or report shall incorporate by reference any exhibit or financial statement which (1) has been withdrawn, or (2) was filed in connection with the registration on a national securities exchange of, or any report with respect to, securities the registration of which has ceased to be effective, or (3) is contained in a registration statement subject, at the time of filing the application or report, to pending proceedings under section 8 (b) or 8 (d) of the Securities Act of 1933 or to an order entered under either of those sections.

(f) Notwithstanding any particular provision permitting incorporation by reference, the Commission or exchange may refuse to permit such incorporation in any case in which in its judgment such incorporation would render the application or report incomplete, unclear, or confusing.

Rule X-12B-5. Reservation of Constitutional Rights.

Any issuer filing an application for registration on an exchange and any person signing, or certifying to, such application or any