1996

LAWS OF MARYLAND

[Ch. 311

(II)    A DESCRIPTION OF ANY PENDING LITIGATION
OR PROCEEDING TO WHICH THE ISSUER IS A PARTY AND WHICH
MATERIALLY AFFECTS ITS BUSINESS OR ASSETS, INCLUDING ANY
SUCH LITIGATION OR PROCEEDING KNOWN TO BE CONTEMPLATED BY
GOVERNMENTAL AUTHORITIES;

(12)   THREE COPIES OF THE PROSPECTUS REQUIRED
BY SUBSECTION (D) OF THIS SECTION, TOGETHER WITH A COPY
OF ANY OTHER PROSPECTUS, PAMPHLET, CIRCULAR, FORM LETTER,
ADVERTISEMENT, OR OTHER SALES LITERATURE INTENDED AS OF
THE EFFECTIVE DATE TO BE USED IN CONNECTION WITH THE
OFFERING;

(13) (I) A SPECIMEN OR COPY OF THE SECURITY
BEING REGISTERED;

(II)    A COPY OF THE ISSUER'S ARTICLES OF
INCORPORATION AND BYLAWS OR THEIR SUBSTANTIAL
EQUIVALENTS, AS CURRENTLY IN EFFECT; AND

(III)    A COPY OF ANY INDENTURE OR OTHER
INSTRUMENT COVERING THE SECURITY TO BE REGISTERED;

(14)   A SIGNED OR CONFORMED COPY OF AN OPINION
OF COUNSEL AS TO THE LEGALITY OF THE SECURITY BEING
REGISTERED, WITH AN ENGLISH TRANSLATION IF IT IS IN A
FOREIGN LANGUAGE, WHICH SHALL STATE WHETHER THE SECURITY
WHEN SOLD WILL BE LEGALLY ISSUED, FULLY PAID AND
NONASSESSABLE, AND, IF A DEBT SECURITY, A BINDING
OBLIGATION OF THE ISSUER;

(15)    THE WRITTEN CONSENT OF ANY ACCOUNTANT,
ENGINEER, APPRAISER, OR OTHER PERSON WHOSE PROFESSION
GIVES AUTHORITY TO A STATEMENT MADE BY HIM, IF ANY SUCH
PERSON IS NAMED AS HAVING PREPARED OR CERTIFIED A REPORT
OR VALUATION, OTHER THAN A PUBLIC AND OFFICIAL DOCUMENT
OR STATEMENT, WHICH IS USED IN CONNECTION WITH THE
REGISTRATION STATEMENT;

(16)(I) A BALANCE SHEET OF THE ISSUER AS OF A
DATE WITHIN FOUR MONTHS BEFORE THE FILING OF THE
REGISTRATION STATEMENT;

(II)   A PROFIT AND LOSS STATEMENT AND ANALYSIS
OF SURPLUS FOR EACH OF THE THREE FISCAL YEARS PRECEDING
THE DATE OF THE BALANCE SHEET AND FOR ANY PERIOD BETWEEN
THE CLOSE OF THE LAST FISCAL YEAR AND THE DATE OF THE
BALANCE SHEET, OR FOP THE PERIOD OF THE EXISTENCE OF THE
ISSUER AND ANY PREDECESSOR IF LESS THAN THREE YEARS; AND

(III)   IF ANY PART OF THE PROCEEDS OF THE
OFFERING IS TO BE APPLIED TO THE PURCHASE OF ANY
BUSINESS, THE SAME FINANCIAL STATEMENTS WHICH WOULD BE
REQUIRED IF THAT BUSINESS WERE THE REGISTRANT; AND