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

Rule 5-04 -- What Schedules Are to Be Filed

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(a) Except as expressly provided otherwise in the applicable form:



(1) The schedules specified below in this Section as Schedules II and III shall be filed as of the date of the most recent audited balance sheet for each person or group.


(2) Schedule II shall be filed for each period for which an audited income statement is required to be filed for each person or group.


(3) Schedules I and IV shall be filed as of the date and for periods specified in the schedule.



(b)When information is required in schedules for both the registrant and the registrant and its subsidiaries consolidated it may be presented in the form of a single schedule:

Provided,

That items pertaining to the registrant are separately shown and that such single schedule affords a properly summarized presentation of the facts. If the information required by any schedule (including the notes thereto) may be shown in the related financial statement or in a note thereto without making such statement unclear or confusing, that procedure may be followed and the schedule omitted.


(c)The schedules shall be examined by the independent accountant if the related financial statements are so examined.


Schedule I- Condensed financial information of registrant. The schedule prescribed by Rule 12-04 shall be filed when the restricted net assets (Rule 4-08(e)(3)) of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year. For purposes of the above test, restricted net assets of consolidated subsidiaries shall mean that amount of the registrant's proportionate share of net assets of consolidated subsidiaries (after intercompany eliminations) which as of the end of the most recent fiscal year may not be transferred to the parent company by subsidiaries in the form of loans, advances or cash dividends without the consent of a third party (i.e., lender, regulatory agency, foreign government, etc.). Where restrictions on the amount of funds which may be loaned or advanced differ from the amount restricted as to transfer in the form of cash dividends, the amount least restrictive to the subsidiary shall be used. Redeemable preferred stocks (Rule 5-02.28) and minority interests shall be deducted in computing net assets for purposes of this test.


Schedule II-Valuation and qualifying accounts. The schedule prescribed by Rule 12-09 shall be filed in support of valuation and qualifying accounts included in each balance sheet but not included in Schedule VI. (See Rule 4-02.)


Schedule III-Real estate and accumulated depreciation. The schedule prescribed by Rule 12-28 shall be filed for real estate (and the related accumulated depreciation) held by persons a substantial portion of whose business is that of acquiring and holding for investment real estate or interests in real estate, or interests in other persons a substantial portion of whose business is that of acquiring and holding real estate or interests in real estate for investment. Real estate used in the business shall be excluded from the schedule.


Schedule IV-Mortgage loans on real estate. The schedule prescribed by Rule 12-29 shall be filed by persons specified under Schedule XI for investments in mortgage loans on real estate.


Schedule V-Supplemental information concerning property-casualty insurance operations. The schedule prescribed by Rule 12-18 shall be filed when a registrant, its subsidiaries or 50%-or-less owned equity basis investees, have liabilities for property- casualty ("P/C") insurance claims. The required information shall be presented as of the same dates and for the same periods for which the information is reflected in the audited consolidated financial statements required by Rules 3-01 and 3-02. The schedule may be omitted if reserves for unpaid P/C claims and claims adjustment expenses of the registrant and its consolidated subsidiaries, its unconsolidated subsidiaries and its 50% or-less-owned equity basis investees did not, in the aggregate, exceed one-half of common stockholders' equity of the registrant and its consolidated subsidiaries as of the beginning of the fiscal year. For purposes of this test only the proportionate share of the registrant and its other subsidiaries in the reserves for unpaid claims and claim adjustment expenses of 50%-or-less-owned equity basis investees taken in the aggregate after intercompany eliminations shall be taken into account.

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