4 Exhibit A THE DEPOSITORY TRUST COMPANY IMPORTANT NOTICE DRS ALERT October 7, 1996 B#: 1811-96 TO: All Participants ATTENTION: Managing Partner/Officer, Cashier, Transfer Manager SUBJECT: IMPLEMENTATION OF A DIRECT REGISTRATION SYSTEM In July DTC advised Participants (reference important Notice #1368-96 dated July 15, 1996) to plan for the implementation of a Direct Registration System (DRS) scheduled to pilot in November. Under DRS, investors electing to have their ownership of securities registered on the issuer's records would be offered a choice between a registered certificate and a book entry or "direct registration" position recorded on the books of the issuer's transfer agent. The DRS pilot is scheduled to begin on November 11. DTC expects to be able to announce the issues selected for the initial pilot next week. ELIGIBILITY The DRS issue will be identified with special indicators on the Eligible Corporate Securities File (ELISC and EDISCD) and the Eligible SecuritIes (CONI) inquiry on PTS effective November 8, 1996. Specifications for the new indicators were released on August 20. 5 TRANSFERS: Beginning November 11, all Withdrawal-by-Transfer (WT) requests on the DRS Issues made via PTS using function NWT1 or via computer-to-computer (CCF/CCFII) must include the following: * a DRS indicator (permissible values are C if the investor wants a certificate issued, "S" if the Investor is choosing to have a DRS posItion established, "Y" if the instruction represents a third-party transfer for a DRS position, or "X" if the Participant is reversing a previously established DRS position), * the Participant's account number for this customer (required if the value of the DRS indicator is "S" or "Y"), and * the Participant's or correspondent's name (required if the value of the DRS indicator is "S" or "Y"). Specifications for the new WT Input record were released on August 20. The new PTS input screen on the NWTI function will be available in early November before the start of the DRS pilot. Participants submitting WT requests prior to cut-off time on Friday, November 8, for normal processing on Monday, November 11, for the pilot Issues should not submit these WTs until Monday, November 11, to avoid drops due to a missing DRS indicator. It should be noted that if a Participant has not made the new CCF changes to accommodate DRS, DTC will continue to accept the current format and process non-DRS WTs. However, DRS WTs will not be processed and will drop since no DRS indicator has been provided. DRS WTs would then have to be processed over PTS until the Participant's new CCF formats are in place. All DRS WTs that drop will be carefully monitored, and the Participant will be contacted by a Participant Services representative regarding follow-up on these items. When a Participant's customer requests a DRS position, a DRS "transaction advice" will be mailed directly by the agent to the customer. The transfer agent's fee of 55 cents for mailing and handling the DRS transaction advice will be charged back to the Participant directly by DTC, similar to the Direct Mail process. DTC will then receive an automated confirmation from the agent that the DRS transaction advice has been processed and 6 mailed. Participants can access this Information through their normal DMA return files (CCF, PTS, or hard copy). Participants not currently using the Direct Mall service will need to consider modifications to their procedures to monitor these advices as they are printed over the PTS network. INVESTOR-DIRECTED SALE An Investor who opted for a DRS position must contact the transfer agent to direct the movement of the DRS position to its bank or broker/dealer. Specifications for the changes to the deliver order record to reflect movement of a DRS position were released on August 20 with modifications made on September 17. PREPARING FOR IMPLEMENTATION Participants are urged to complete their final systems modifications to accommodate the DRS pilot scheduled to begin on November 11. As mentioned previously, the pilot Issues will be announced next week. DTC will be issuing weekly "updates" on the status of preparation for the DRS pilot from today through Initial Implementation. In addition, Participant Services representatives will be contacting those Participants submitting significant numbers of WT instructions to ensure their preparedness. Please direct your questIons to Al DeMalo, Director of Operations, at (212) 898-3171, the undersigned at (516) 227-4004, or your Participant Services representative. Ronald J. Burns Vice President Operations 7 Exhibit B THE DEPOSITORY TRUST COMPANY B# 1841-96 October 7, 1996 To: ALL PARTICIPANTS Attention: Managing Partner/Officer, Cashier, Transfer Manager Subject: Direct Registration System Amendment The Direct Registration System (DRS) will Permit issuers of securities to elect to create a DRS Program under which investors seeking to be registered on the books of an issuer or transfer agent would be offered the option of having their ownership reflected in a DRS position (essentially a "book share" position), rather than through the issuance of a physical securities certificate. Under the structure for DRS developed by a joint committee of representatives of the Securities Industry Association, the Securities Transfer Association, and the Corporate Transfer Agents Association, issuers or transfer agents desiring to establish a DRS Program and meeting certain criteria would become DRS "Limited Participants" at DTC (see Important Notice B#1368-96). In connection with certain recent actions by the New York Stock Exchange to amend the Exchange's listing standards as they apply to DRS issues, DTC is amending the criteria which must be met by entities wishing to become DRS Limited Participants at DTC. Under the original criteria as recently filed for approval with the SEC, transfer agents or issuers seeking admission to DTC as Limited Participants for the purpose of participating in DRS are required to, among other things, accept dividend reinvestment instructions from DTC on DRS issues which offer Dividend Reinvestment Plans. DTC will no longer require those seeking DRS Limited Participant status to meet this requirement as a condition precedent to membership. Nevertheless, DTC continues to believe that the issue of "open access" to issuers' Dividend Reinvestment Plans for investors holding their positions through the depository is a significant one. The current exclusion of these investors by some issuers' plans is inappropriate and conflicts directly with the industry's efforts to promote efficient clearance and settlement practices. DTC will continue to press the SEC and issuers to make Dividend Reinvestment Plans available to all investors without regard to the form in which securities are held, working with others in the industry to achieve this important objective. Please direct your questions to the undersigned at (516) 227-4004. Ronald J. Burns Vice President Operations