MARVIN MANDEL, Governor

1991

(II)    THE REGISTRATION STATEMENT HAS BEEN ON
FILE WITH THE COMMISSIONER FOR AT LEAST TEN DAYS; AND

(III)   A STATEMENT OF THE MAXIMUM AND MINIMUM
PROPOSED OFFERING PRICES AND THE MAXIMUM UNDERWRITING
DISCOUNTS AND COMMISSIONS HAS BEEN ON FILE FOR TWO FULL
BUSINESS DAYS OR ANY SHORTER PERIOD WHICH THE
COMMISSIONER PERMITS BY RULE OR OTHERWISE, AND THE
OFFERING IS MADE WITHIN THOSE LIMITATIONS.

(2)   THE REGISTRANT PROMPTLY SHALL NOTIFY THE
COMMISSIONER BY TELEPHONE OR TELEGRAM OF THE DATE AND
TIME WHEN THE FEDERAL REGISTRATION STATEMENT BECAME
EFFECTIVE AND THE CONTENT OF THE PRICE AMENDMENT, IF ANY,
AND PROMPTLY SHALL FILE A POST-EFFECTIVE AMENDMENT
CONTAINING THE INFORMATION AND DOCUMENTS IN THE PRICE
AMENDMENT,

(3)   "PRICE AMENDMENT" MEANS THE FINAL FEDERAL
AMENDMENT WHICH INCLUDES A STATEMENT OF THE OFFERING
PRICE, UNDERWRITING AND SELLING DISCOUNTS OR COMMISSIONS,
AMOUNT OF PROCEEDS, CONVERSION RATES, CALL PRICES, AND
OTHER HATTERS DEPENDENT ON THE OFFERING PRICE.

(4)           ON FAILURE TO RECEIVE THE REQUIRED

NOTIFICATION AND POST-EFFECTIVE AMENDMENT WITH RESPECT TO
THE PRICE AMENDMENT, THE COMMISSIONER MAY ENTER A STOP
ORDER WITHOUT NOTICE OR HEARING, RETROACTIVELY DENYING
EFFECTIVENESS TO THE REGISTRATION STATEMENT OR SUSPENDING
ITS EFFECTIVENESS UNTIL COMPLIANCE WITH THIS SUBSECTION,.
IF HE PROMPTLY NOTIFIES THE REGISTRANT BY TELEPHONE OR
TELEGRAM, AND PROMPTLY CONFIRMS BY LETTER OR TELEGRAM
WHEN HE NOTIFIES BY TELEPHONE, OF THE ISSUANCE OF THE
ORDER. IF THE REGISTRANT PROVES COMPLIANCE WITH THE
REQUIREMENTS OF THIS SUBSECTION AS TO NOTICE AND
POST-EFFECTIVE . AMENDMENT, THE STOP ORDER IS VOID AS OF
THE TIME OF ITS ENTRY.

(5)   THE COMMISSIONER BY RULE OR OTHERWISE
MAY WAIVE EITHER OR BOTH OF THE CONDITIONS SPECIFIED IN
PARAGRAPHS (1) (II) AND (III) OF THIS SUBSECTION.

(6)   IF THE FEDERAL REGISTRATION STATEMENT
BECOMES EFFECTIVE BEFORE ALL THE CONDITIONS IN THIS
SUBSECTION ARE SATISFIED AND THEY ARE NOT WAIVED, THE
REGISTRATION STATEMENT AUTOMATICALLY BECOMES EFFECTIVE AS
SOON AS ALL THE CONDITIONS ARE SATISFIED. IF THE
REGISTRANT ADVISES THE COMMISSIONER OF THE DATE WHEN THE
FEDERAL REGISTRATION STATEMENT IS EXPECTED TO BECOME
EFFECTIVE, THE COMMISSIONER PROMPTLY SHALL ADVISE THE
REGISTRANT BY TELEPHONE OR TELEGRAM, AT THE EXPENSE OF
THE REGISTRANT, WHETHER ALL THE CONDITIONS ARE SATISFIED
AND WHETHER HE THEN CONTEMPLATES THE INSTITUTION OF A
PROCEEDING UNDER §§ 11-511 THROUGH 11-513 OF THIS