Securities Lawyer's Deskbook                          published by The University of Cincinnati College of Law

Item 102 -- Description of Property

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1. What is required is such information as reasonably will inform investors as to the suitability, adequacy, productive capacity and extent of utilization of the facilities by the registrant. Detailed descriptions of the physical characteristics of individual properties or legal descriptions by metes and bounds are not required and shall not be given.
   
   
2. In determining whether properties should be described, the registrant should take into account both quantitative and qualitative factors. See Instruction 1 to Item 101 of Regulation S-K.
   
   
3. In the case of an extractive enterprise, material information shall be given as to production, reserves, locations, development and the nature of the registrant's interest. If individual properties are of major significance to an industry segment:
   
   
   1. More detailed information concerning these matters shall be furnished; and
      
      
   2. Appropriate maps shall be used to disclose location data of significant properties except in cases for which numerous maps would be required.
      
      
4. 
   
   
   1. If reserve estimates are referred to in the document, the staff of the Office of Engineering, Division of Corporation Finance of the Commission, shall be consulted. That Office may request that a copy of the full report of the engineer or other expert who estimated the reserves be furnished as supplemental information and not as part of the filing. See Rule 418 of Regulation C and Rule 12b-4 of Regulation 12B with respect to the submission to, and return by, the Commission of supplemental information.
      
      
   2. If the estimates of reserves, or any estimated valuation thereof, are represented as being based on estimates prepared or reviewed by independent consultants, those independent consultants shall be named in the document.
      
      
5. Estimates of oil or gas reserves other than proved or, in the case of other extractive reserves, estimates other than proved or probable reserves, and any estimated values of such reserves shall not be disclosed in any document publicly filed with the Commission, unless such information is required to be disclosed in the document by foreign or state law; provided, however, that where such estimates previously have been provided to a person (or any of its affiliates) that is offering to acquire, merge or consolidate with the registrant or otherwise to acquire the registrant's securities, such estimates may be included in documents relating to such acquisition.
   
   
6. The definitions in Rule 4-10(a) of Regulation S-X shall apply to this Item with respect to oil and gas operations.
   
   
7. The attention of issuers engaged in significant mining operations is directed to the information called for in Guide 7 (Rule 229.801(g) and Rule 229.802(g)).
   
   
8. The attention of issuers engaged in oil and gas producing activities is directed to the information called for in Guides 2 and 4 (Rule 229.801(b), Rule 229.802(b) and Rule 229.801(d), Rule 229.802(d)).
   
   
9. The attention of issuers engaged in real estate activities is directed to the information called for in Guide 5 (Rule 229.801(e) of this chapter).

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