OWNERSHIP REPORTS AND TRADING BY OFFICERS, DIRECTORS AND PRINCIPAL SECURITY HOLDERS

Effective July 1, 2003, all Section 16 reports are required to be filed electronically. Additionally, reporting companies must display their Section 16 filings on the corporate website or alternatively provide a link to a website, such as www.sec.gov, that contains the reports.

Effective August 29, 2002 the Securities and Exchange Commission (“Commission”) adopted rule and form amendments to implement the accelerated filing deadline applicable to change of beneficial ownership reports required to be filed by officers, directors and principal security holders under Section 16(a) of the Securities Exchange Act of 1934, as amended by the Sarbanes-Oxley Act of 2002.

On July 30, 2002, the Sarbanes-Oxley Act of 2002 (the “Act”) was enacted. Section 403(a) of the Act amends Section 16(a) to require reports of such a change in ownership or purchase or sale of a security-based swap agreement “before the end of the second business day following the day on which the subject transaction has been executed, or at such other time as the Commission shall establish, by rule, in any case in which the Commission determines that such 2-day period is not feasible.”

Section 16 applies to every person who is the beneficial owner of more than 10% of any class of equity security registered under Section 12 of the Exchange Act, and each officer and director (collectively, “reporting persons” or “insiders”) of the issuer of such security. Upon becoming a reporting person, or upon the Section 12 registration of that security, Section 16(a) requires a reporting person to file an initial report with the Commission disclosing his or her beneficial ownership of all equity securities of the issuer. To keep this information current, Section 16(a) also requires reporting persons to report changes in such ownership, or the purchase or sale of a security-based swap agreement involving such equity security. Previously, Section 16(a) provided for such transactions to be reported on a monthly basis within 10 days after the close of each calendar month in which such a change in ownership or purchase or sale of a security-based swap agreement occurs.

On August 29, 2002 the Commission adopted rules to accomplish the following:

·        Amend the Section 16(a) forms to conform all references to the Form 4 filing deadline to the amended statutory filing deadline and to reflect that Form 4 is no longer a monthly form.

·        Amend Rule 16a-6(b), the small acquisitions rule, to conform the description of the Form 4 deadline contained in that rule to the amended statutory filing deadline.

·        Amend Rules 16a-3(f) and 16a-6(a) so that transactions between officers or directors and the issuer exempted from Section 16(b) short-swing profit recovery by Rule 16b-3 previously reportable on an annual basis on Form 5 will be required to be reported within two business days on Form 4.

·        Amend Rule 16a-3(g) to calculate the two-business day Form 4 due date differently for the following transactions, for which the Commission has determined that the amended Section 16(a) statutory reporting period is otherwise not feasible:

o       Transactions pursuant to arrangements that satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) where the reporting person does not select the date of execution; and

o       Discretionary Transactions pursuant to employee benefit plans where the reporting person does not select the date of execution.

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