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hardship exemption from electronic filing (see Item 201 et seq.

of Regulation S-T (17 CFR 232.201 et seq.), three complete

copies of the report, including any financial statements, exhibits or

other papers or documents filed as a part thereof, and

five additional copies which need not include exhibits must be

filed with the Commission. At least one complete copy of

the report, including any financial statements, exhibits or other papers

or documents filed as a part thereof, must be filed

with each exchange on which any class of securities of

the registrant is registered. At least one complete copy of

the report filed with the Commission and one such copy

filed with each exchange must be manually signed on the

registrant’s behalf by a duly authorized officer of the registrant

and by the principal financial or chief accounting officer of

the registrant. (See Rule 12b-11(d) (17 CFR 240.12b-11(d).) Copies not

manually signed must bear typed or printed signatures. In the

case where the principal executive officer, principal financial officer or

chief accounting officer is also duly authorized to sign on

behalf of the registrant, one signature is acceptable provided that

the registrant clearly indicates the dual responsibilities of the signatory.

H. Omission of Information by Certain Wholly-Owned Subsidiaries. If on

the date of the filing of its report on Form

10-Q, the registrant meets the conditions specified in paragraph (1)

below, then such registrant may omit the information called for

in the items specified in paragraph (2) below. 1. Conditions

for availability of the relief specified in paragraph (2) below:

a. All of the registrant’s equity securities are owned, either

directly or indirectly, by a single person which is a

reporting company under the Act and which has filed all

the material required to be filed pursuant to Section 13,

14 or 15(d) thereof, as applicable; b. During the preceding

thirty-six calendar months and any subsequent period of days, there

has not been any material default in the payment of

principal, interest, a sinking or purchase fund installment, or any

other material default not cured within thirty days, with respect

to any indebtedness of the registrant or its subsidiaries, and

there has not been any material default in the payment

of rentals under material long-term leases; and c. There is

prominently set forth, on the cover page of the Form

10-Q, a statement that the registrant meets the conditions set

forth in General Instruction H(1)(a) and (b) of Form 10-Q

and is therefore filing this Form with the reduced disclosure

format. 2. Registrants meeting the conditions specified in paragraph (1)

above are entitled to the following relief: a. Such registrants

may omit the information called for by Item 2 of

Part I, Management’s Discussion and Analysis of Financial Condition and

Results of Operations, provided that the registrant includes in the

Form 10-Q a management’s narrative analysis of the results of

operations explaining the reasons for material changes in the amount

of revenue and expense items between the most recent fiscal