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

Rule 3-12 -- Age of Financial Statements at Effective Date of Registration Statement or at Mailing Date of Proxy Statement

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1. If the financial statements in a filing are as of a date the number of days specified in paragraph (g) of this section or more before the date the filing is expected to become effective, or proposed mailing date in the case of a proxy statement, the financial statements shall be updated, except as specified in the following paragraphs, with a balance sheet as of an interim date within the number of days specified in paragraph (g) of this section and with statements of income and cash flows for the interim period between the end of the most recent fiscal year and the date of the interim balance sheet provided and for the corresponding period of the preceding fiscal year. Such interim financial statements may be unaudited and need not be presented in greater detail than is required by Rule 210.10-01. Notwithstanding the above requirements, the most recent interim financial statements shall be at least as current as the most recent financial statements filed with the Commission on Form 10-Q.
   
   
2. Where the anticipated effective date of a filing, or in the case of a proxy statement the proposed mailing date, falls within the number of days subsequent to the end of the fiscal year specified in paragraph (g) of this section, the filing need not include financial statements more current than as of the end of the third fiscal quarter of the most recently completed fiscal year unless the audited financial statements for such fiscal year are available or unless the anticipated effective date or proposed mailing date falls after 45 days subsequent to the end of the fiscal year and the registrant does not meet the conditions prescribed under paragraph (c) of Rule 3-01. If the anticipated effective date or proposed mailing date falls after 45 days subsequent to the end of the fiscal year and the registrant does not meet the conditions prescribed under paragraph (c) of Rule 3-01, the filing must include audited financial statements for the most recently completed fiscal year.
   
   
3. Where a filing is made near the end of a fiscal year and audited financial statements for that fiscal year are not included in the filing, the filing shall be updated with such audited financial statements if they become available prior to the anticipated effective date, or proposed mailing date in the case of a proxy statement.
   
   
4. The age of the registrant's most recent audited financial statements included in a registration statement filed under the Securities Act of 1933 or filed on Form 10 (17 CFR 249.210) under the Securities Exchange Act of 1934 shall not be more than one year and 45 days old at the date the registration statement becomes effective if the registration statement relates to the security of an issuer that was not subject, immediately before the time of filing the registration statement, to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934.
   
   
5. For filings by registered management investment companies, the requirements of Rule 3-18 shall apply in lieu of the requirements of this section.
   
   
6. Any foreign private issuer may file financial statements whose age is specified in Item 8.A of Form 20-F. Financial statements of a foreign business which are furnished pursuant to Rules 3-05 or 3-09 because it is an acquired business or a 50 percent or less owned person may be of the age specified in Item 8.A of Form 20-F..
   
   
7. 1. For purposes of paragraph (a) of this section, the number of days shall be:
      
      
      1. 130 days for large accelerated filers and accelerated filers (as defined in Rule 12b-2of this chapter); and
         
         
      2. 135 days for all other registrants.
         
         
   2. For purposes of paragraph (b) of this section, the number of days shall be:
      
      
      1. 60 days (75 days for fiscal years ending before December 15, 2006) for large accelerated filers (as defined in Rule 12b-2 of this chapter)
         
         
      2. 75 days for accelerated filers (as defined in Rule 240.12b–2 of this chapter); and
         
         
      3. 90 days for all other registrants.
         
         

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