On August 8, 2006, the Securities and Exchange Commission approved a rule change by the American Stock Exchange (Amex) requiring securities listed on the Amex to be eligible for a Direct Registration System (DRS) operated by a clearing agency registered under Section 17A of the Exchange Act. The New York Stock Exchange and NASDAQ Stock Market have adopted similar rules. DRS enables investors to maintain securities electronically on the books of a transfer agent or the issuer, and allows for the electronic transfer of securities. DRS eligibility is an industry-wide initiative aimed at reducing the costs, risks, and delays associated with the physical delivery of securities certificates.

SEC Approval Order

Pursuant to Amex Rule 778 and Section 135 of the Amex Company Guide, (i) all securities initially listing on Amex on or after January 1, 2007 (other than securities of issuers which already have Amex-listed securities and securities of issuers which immediately prior to listing on the Amex had securities listed on another national securities exchange) must be eligible for DRS, and (ii) all securities listed on the Amex on and after March 31, 2008 must be eligible for DRS.

SEC Extension

The listing requirements do not apply to derivative products or securities (other than stocks) which are book-entry-only. Furthermore, the listing requirements do not require issuers to actually participate in DRS or to eliminate physical stock certificates. Issuers are, however, required to ensure that their listed securities are eligible for DRS.

There may be some initial costs associated with becoming DRS eligible and it is advisable that you contact your transfer agent to determine the nature of such costs and discuss additional compliance matters. For example, an issuer must use a transfer agent which is enabled to support DRS transactions and the transfer agent must instruct DTC to designate the securities as “direct registered eligible securities”. Further, an issuer may need to amend its corporate governing documents to permit the issuance of book-entry shares.

Please review the current list of transfer agents that meet the DRS requirements. If your transfer agent is not listed, they can contact DTCC to discuss the requirements.

DRS-Enabled Transfer Agents
Letter to Listed Issuers

For more information, please see http://www.dtcc.com/nomorepaperr and/or contact Amex Issuer Services.