MARVIN MANDEL, Governor

1987

(II) THE ISSUER AND ANY PREDECESSOR DURING
THE PAST THREE FISCAL YEARS HAVE HAD AVERAGE NET
EARNINGS, DETERMINED IN ACCORDANCE WITH GENERALLY
ACCEPTED ACCOUNTING PRACTICES, WHICH:

1.  ARE APPLICABLE TO ALL SECURITIES WITHOUT A
FIXED MATURITY OR A FIXED INTEREST OR DIVIDEND PROVISION
OUTSTANDING AT THE DATE THE REGISTRATION STATEMENT IS
FILED AND EQUAL AT LEAST 5 PERCENT OF THE AMOUNT OF THE
OUTSTANDING SECURITIES, AS MEASURED BY THE MAXIMUM
OFFERING PRICE OR THE MARKET PRICE ON A DAY SELECTED BY
THE REGISTRANT, WITHIN 30 DAYS BEFORE THE DATE OF FILING
THE REGISTRATION STATEMENT, WHICHEVER IS HIGHER, OR BOOK
VALUE ON A DAY, SELECTED BY THE REGISTRANT WITHIN 90
DAYS OF THE DATE OF FILING THE REGISTRATION STATEMENT, TO
THE EXTENT THAT THERE IS NEITHER A READILY DETERMINABLE
MARKET PRICE NOR A CASH OFFERING PRICE; OR

2.    IF THE ISSUER AND ANY PREDECESSOR HAS
NOT HAD ANY SECURITY OF THE TYPE SPECIFIED IN PARAGRAPH
(1)(II) 1. OF THIS SUBSECTION OUTSTANDING FOR THREE FULL
FISCAL YEARS, EQUAL AT LEAST 5 PERCENT OF THE AMOUNT, AS
MEASURED IN PARAGRAPH (1)(II) 1. OF THIS SUBSECTION, OF
ALL SECURITIES WHICH WILL BE OUTSTANDING IF ALL THE
SECURITIES BEING OFFERED OR PROPOSED TO BE OFFERED,
WHETHER OR NOT THEY ARE PROPOSED TO BE REGISTERED OR
OFFERED IN THE STATE, ARE ISSUED AND;

(2) ANY SECURITY, OTHER THAN A CERTIFICATE OF
INTEREST OR PARTICIPATION IN AN OIL, GAS, OR MINING TITLE
OR LEASE OR IN PAYMENTS OUT OF PRODUCTION UNDER SUCH A
TITLE OR LEASE, REGISTERED FOR NONISSUER DISTRIBUTION IF:

(I)   ANY SECURITY OF THE SAME CLASS HAS EVER
BEEN REGISTERED UNDER THIS TITLE; OR

(II)     THE SECURITY BEING REGISTERED WAS
ORIGINALLY ISSUED PURSUANT TO AN EXEMPTION UNDER THIS
TITLE.

(B) INFORMATION TO BE CONTAINED IN REGISTRATION
STATEMENT; ACCOMPANYING DOCUMENTS.

A REGISTRATION STATEMENT UNDER THIS SECTION SHALL
CONTAIN THE FOLLOWING INFORMATION AND BE ACCOMPANIED BY
THE FOLLOWING DOCUMENTS, IN ADDITION TO THE INFORMATION
SPECIFIED IN §11-507 (A) OF THIS SUBTITLE AND THE CONSENT
TO SERVICE OF PROCESS REQUIRED BY §11-802(A) OF THIS
TITLE:

(1)   A STATEMENT DEMONSTRATING ELIGIBILITY FOR
REGISTRATION BY NOTIFICATION;

(2)    WITH RESPECT TO THE ISSUER AND ANY