Please scan the SEC Plain English that I've attached. Please visit to this link.http://www.sec.gov/Archives/edgar/data/320193/000119312513416534/d590790d10k.htm#toc590790_9

Please read pages 25 through 41 (Management Discussion and Analysis) and scan for a section that you feel violates the principles of the SEC Plain English handbook. Can you please re-write that section using the SEC Plain English principles?

A Plain English Handbook How to create clear SEC disclosure documents By the Office of Investor Education and Assistance U.S. Securities and Exchange Commission 450 5th Street, N.W. Washington, DC 20549 August 1998 This handbook shows how you can use well-established techniques for writing in plain English to create clearer and more informative disclosure documents. We are publishing this handbook only for your general information. Of course, when drafting a document for filing with the SEC, you must make sure it meets all legal requirements. Acknowledgments This handbook reflects the work, ideas, and generosity of many individuals and organizations at the SEC and in the private sector. At the SEC, staff in the Divisions of Corporation Finance and Investment Management, the Offices of Public Affairs and General Counsel, and the Chairman's Office provided insightful comments. In particular, Commissioner Isaac C. Hunt Jr., Nick Balamaci, Barry Barbash, Gregg Corso, Brian Lane, Diane Sanger, Jennifer Scardino, Michael Schlein, Heidi Stam, and Tony Vertuno offered invaluable advice and guidance. Corporate officials and lawyers enthusiastically helped us to breathe life into our plain English initiatives and this handbook. The Society of Corporate Secretaries, the American Bar Association, and The Bond Market Association invited us to conduct workshops where we tested much of the information in the handbook. Kathleen Gibson, Peggy Foran, Susan Wolf, Bruce Bennett, Jim McKenzie, Jeff Klauder, Fred Green, Mark Howard, Pierre de Saint Phalle, Richard M. Phillips, and Alan J. Davis contributed mightily to our efforts. Special thanks to Warren Buffett for his support and preface, to Ken Morris of Lightbulb Press, and to the talented staff at Siegel & Gale. I am especially grateful to the staff of my office for giving me the time and support I needed to work on the handbook. a p lain english hand b ook Nancy M. Smith Director, Office of Investor Education and Assistance Three people poured their hearts and minds into this handbook from the start: Ann Wallace, from the Division of Corporation Finance; Carolyn Miller, formerly of Siegel & Gale and now with the SEC; and William Lutz, author and Professor of English at Rutgers University. All of the credit and none of the blame goes to them. And finally, many thanks to Chairman Arthur Levitt, who made it all possible by putting plain English at the top of his agenda so that investors might better understand their investments. a pl a i n en g l i s h h and b ook Table of Contents Preface by Warren E. Buffett 1 Introduction by Arthur Levitt, Chairman U.S. Securities and Exchange Commission 3 Chapter 1 What Is a \"Plain English\" Document? 5 Chapter 2 Getting Started 7 Chapter 3 Knowing Your Audience 9 Chapter 4 Knowing the Information You Need to Disclose 11 Chapter 5 Reorganizing the Document 15 Chapter 6 Writing in Plain English 17 Chapter 7 Designing the Document 37 Chapter 8 Time-Saving Tips 55 Chapter 9 Using Readability Formulas and Style Checkers 57 Chapter 10 Evaluating the Document 59 Chapter 11 Reading List 61 Chapter 12 Keeping in Touch with Us 63 Appendix A Plain English at a Glance The SEC's Plain English Rulesan Excerpt 65 66 Appendix B Plain English Examples \"Before\" and \"After\" Filings with Notes 69 70 a p lain english hand b ook a pl a i n en g l i s h h and b ook by Warren E. Buffett Preface This handbook, and Chairman Levitt's whole drive to encourage \"plain English\" in disclosure documents, are good news for me. For more than forty years, I've studied the documents that public companies file. Too often, I've been unable to decipher just what is being said or, worse yet, had to conclude that nothing was being said. If corporate lawyers and their clients follow the advice in this handbook, my life is going to become much easier. There are several possible explanations as to why I and others some times stumble over an accounting note or indenture description. Maybe we simply don't have the technical knowledge to grasp what the writer wishes to convey. Or perhaps the writer doesn't understand what he or she is talking about. In some cases, moreover, I suspect that a less-than scrupulous issuer doesn't want us to understand a subject it feels legally obligated to touch upon. Perhaps the most common problem, however, is that a well-intentioned and informed writer simply fails to get the message across to an intelligent, interested reader. In that case, stilted jargon and complex constructions are usually the villains. This handbook tells you how to free yourself of those impediments to effective communication. Write as this handbook instructs you and you will be amazed at how much smarter your readers will think you have become. a p lain english hand b ook 1 One unoriginal but useful tip: Write with a specific person in mind. When writing Berkshire Hathaway's annual report, I pretend that I'm talking to my sisters. I have no trouble picturing them: Though highly intelligent, they are not experts in accounting or finance. They will understand plain English, but jargon may puzzle them. My goal is simply to give them the information I would wish them to supply me if our positions were reversed. To succeed, I don't need to be Shakespeare; I must, though, have a sincere desire to inform. No siblings to write to? Borrow mine: Just begin with \"Dear Doris and Bertie.\" 2 a pl a i n en g l i s h h and b ook by Arthur Levitt Chairman, U.S. Securities and Exchange Commission Introduction Investors need to read and understand disclosure documents to benefit fully from the protections offered by our federal securities laws. Because many investors are neither lawyers, accountants, nor investment bankers, we need to start writing disclosure documents in a language investors can understand: plain English. The shift to plain English requires a new style of thinking and writing, whether you work at a company, a law firm, or the U.S. Securities and Exchange Commission. We must question whether the documents we are used to writing highlight the important information investors need to make informed decisions. The legalese and jargon of the past must give way to everyday words that communicate complex information clearly. The good news is that more and more companies and lawyers are using plain English and filing documents with the SEC that others can study, use, and improve upon. With the SEC's plain English rules in place, every prospectus will have its cover page, summary, and risk factors in plain English. The benefits of plain English abound. Investors will be more likely to understand what they are buying and to make informed judgments about whether they should hold or sell their investments. Brokers and investment advisers can make better recommendations to their clients if they can read and understand these documents quickly and easily. a p lain english hand b ook 3 Companies that communicate successfully with their investors form stronger relationships with them. These companies save the costs of explaining legalese and dealing with confused and sometimes angry investors. Lawyers reviewing plain English documents catch and correct mistakes more easily. Many companies have switched to plain English because it's a good business decision. They see the value of communi cating with their investors rather than sending them impenetrable documents. And as we depend more and more on the Internet and electronic delivery of documents, plain English versions will be easier to read electronically than legalese. The SEC's staff has created this handbook to help speed and smooth the transition to plain English. It includes proven tips from those in the private sector who have already created plain English disclosure documents. This handbook reflects their substantial contributions and those of highly regarded experts in the field who were our consultants on this project, Dr. William Lutz at Rutgers University and the firm of Siegel & Gale in New York City. But I hasten to add that the SEC has not cornered the market on plain English advice. Our rules and communications need as strong a dose of plain English as any disclosure document. This handbook gives you some ideas on what has worked for others, but use whatever works for you. No matter what route you take to plain English, we want you to produce documents that fulfill the promise of our securities laws. I urge you in long and short documents, in prospectuses and shareholder reportsto speak to investors in words they can understand. Tell them plainly what they need to know to make intelligent investment decisions. 4 a pl a i n en g l i s h h and b ook 1 What Is a \"Plain English\" Document? We'll start by dispelling a common misconception about plain English writing. It does not mean deleting complex information to make the document easier to understand. For investors to make informed decisions, disclosure documents must impart complex information. Using plain English assures the orderly and clear presentation of complex information so that investors have the best possible chance of understanding it. Plain English means analyzing and deciding what information investors need to make informed decisions, before words, sentences, or paragraphs are considered. A plain English document uses words economically and at a level the audience can understand. Its sentence structure is tight. Its tone is welcoming and direct. Its design is visually appealing. A plain English document is easy to read and looks like it's meant to be read. a p lain english hand b ook 5 This handbook's purpose This handbook gives you practical tips on how to create plain English documents. All of these were born of experience. They come from experts and those who have already written or rewritten their docu ments in plain English. As with all the advice in this handbook, feel free to tailor these tips to your schedule, your document, and your budget. Not all of the tips will apply to everyone or to every document. Pick and choose the ones that make sense for you. Some of our tips cover very basic mechanical issues, like how to photo copy your working draft. We've included them because they were learned the hard way and have saved people time, money, and aggrava tion. You'll see them listed in Chapter 8, titled \"Time-Saving Tips.\" This handbook is by no means the last word on plain English. We expect to change it and add more tips as we learn more about writing securities documents in plain English. So please keep notes on your experiences and copies of your original and rewritten language. We want to hear from you and include your tips and rewrites in the next edition. Finally, we encourage you to give this handbook out freely. It is not copyrighted, so you can photocopy it without fear of penalty. 6 a pl a i n en g l i s h h and b ook 2 Getting Started Assemble the team or move ahead on your own As with a lot of things in life, it's the preparation that often determines the success or failure of an effort to write documents in plain English. Many of you routinely select a team to think and talk about how to write a document from scratch or rewrite an existing document. Or you may do it on your own. In that case, rest assured that one person can do it alone. The list below describes the types of people who have participated in successful plain English teams. We're not suggesting that you need to select everyone listed. Some will not apply to your company or your situation. The people you select, and the point at which you involve them in your plain English project, will depend on your document, your schedule, and your budget. A team leader who has the authority to make decisions that keep the project moving forward and bring it to a successful conclusion. (More than one plain English project has faltered because the team leader has not had this level of authority.) The team leader may be a company's or an underwriter's lawyer. A lead writer who ensures the document uses a logical structure and simple, clear language. If more than one person is drafting sections of the document, the lead writer makes sure the final draft has a consis tent tone and the individual parts form a coherent whole. Lawyers for the company or the underwriter who know what informa tion must be included and why. a p lain english hand b ook 7 An investor relations expert who knows firsthand the financial sophis tication of your investors. Investor relations people know which ques tions investors typically ask and where past disclosure documents have failed to make information clear. A compliance officer who can lend guidance to the writer and who knows, along with your lawyers, what information must be included. A production and operations person who understands the mechanics and costs of printing and mailing your document, so that your improved document doesn't get ahead of your in-house capabilities or budget. A marketing person who may have market survey research or polls on your investors. Also, the marketing department is usually attuned to the terminology that your investors can readily understand. An information designer who is a graphic designer trained to work closely with the writers and to think about how to present complex information visually. Select documents You may want to consider these issues as you start writing in plain English: How long is the document? Will you write all of it, or only sections of it, in plain English? How much time do you have before you need to file your document? You will also want to gather and distribute other documents that your company has written for investors. It's likely that your company has already used plain English in its glossy annual reports and other com munications prepared especially for investors. These documents may save you time by showing you the type of language your company is already comfortable using. 8 a pl a i n en g l i s h h and b ook 3 Knowing Your Audience Knowing your audience is the most important step in assuring that your document is understandable to your current or prospective investors. To write understandable documents, you need to gauge the financial sophistication of your investors. Through polls and other market survey research tools, some companies know the demographics of their investors well. Other companies rely on their investor relations staff or their underwriters to describe who has bought, or is likely to buy, their securities. Using whatever information is available, you can create a profile of your investors or prospective investors based on the following questions: What are their demographicsage, income, level of education, and job experience? How familiar are they with investments and financial terminology? What investment concepts can you safely assume they understand? How will they read the document for the first time? Will they read it straight through or skip around to the sections that interest them? Will they read your document and your competitors' side by side? How will they use the document while they own the security? What information will they be looking for later, and is it easy to find? a p lain english hand b ook 9 Your investors or prospective investors may include individuals and institutions with varying degrees of financial sophistication. While your audience will include analysts and other industry experts, you may want to keep in mind that your least sophisticated investors have the greatest need for a disclosure document they can understand. Some companies have faced the differing needs of their investors and other audiences by making basic educational information visually distinctive from the rest of the text so that sophisticated investors can easily recognize and scan it. Once you've drawn a profile of your investors, keep it constantly in mind. Some writers keep a photo of a typical investor to make sure they don't lose sight of their readers. \"One must consider also the audience...the reader is the judge.\" After analyzing who your investors are, you can turn to the document you want to write or rewrite. Aristotle Rhetoric 10 a pl a i n en g l i s h h and b ook 4 Knowing the Information You Need to Disclose The steps outlined in this section have been used successfully by others who have written disclosure documents in plain English. As we said earlier, feel free to tailor these steps to your own schedule and team. This is one approach if you are rewriting an existing document, but others may work equally well. Read and outline the current document Read the entire document once without making any notes or comments on the text. This should give you a general understanding of the information covered in the document and make your next read more productive. When you read it the second time, make notes on what information is covered and any questions you have. Your notes will also help you to assess if information flows through your document in a logical order. As you read, consider the following: Will the investors understand the language? Does the document highlight information that is important to investors? Is any important information missing? Does the document include information that is not legally required and will not help investors make informed decisions? a p lain english hand b ook 11 For time-saving tips on how to outline and reorganize your document, read Chapter 8 on page 55. Meet to resolve questions Meet with the authors of the original document or others who under stand it and any members of the team who can help to answer the questions you wrote in the margins. Besides the obvious reason for the meeting, another more important goal is to question the need for everything that appears in the document. \"Because it's always been there\" is not reason enough to keep it in your draft. Since much of the language in these documents is recycled from older (or another company's) documents, often no one knows who initially wrote it or why it is needed now. If you've done your legal research and no one knows why the information is important or required, consider taking it out. \"Writers must therefore constantly ask: What am I trying to say? Surprisingly often they don't know. They must look at what they have written and ask: Have I said it?\" William Zinsser On Writing Well Eliminate redundant information Question the need for repeating any information. Reading the same material two or three times can bore and even trouble readers. Most readers skip over paragraphs if they think they've read them before. If you cut down on repetitious paragraphs or sentences, you'll not only earn the gratitude of your reader, you'll reduce printing and mailing costs. Discuss the cover page and the summary A cover page should be an introduction, an inviting entryway into your document, giving investors some key facts about your offering, but not telling everything all at once. If it looks dense and overgrown with thorny details, no one will want to pick it up and start reading. If it looks like a legal document written by lawyers and for lawyers, many investors will not even attempt to read it. To create an inviting cover page, you'll need to strip away much of what is conventionally placed there, but which is not required. 12 a pl a i n en g l i s h h and b ook As you review your cover page, question why each item of information is there. It may be important, but does it have to be on the cover page? You usually have a substantial document following the cover pagelet some of those other pages carry the information load in logical order. What would be helpful for investors to see on this page? Look through your investors' eyes and you'll make better decisions about where to place information. The same goes for the summary. A summary should orient the reader, highlighting the most important points that are presented in greater detail in the prospectus. Many summaries now seem as long as the document itself and consist merely of paragraphs copied straight from the body of the document. Use defined terms sparingly Although customary, introducing defined terms on the cover page and in the summary discourages many readers from getting beyond the first pages. Overwhelmed with memorizing a new and unnatural vocabulary, and bothered by constantly having to flip back and hunt for the first time a defined term's definition appears, many an investor will not stick with the document. One plain English expert has advised, don't let a shortcut for the writer become a roadblock for the reader. a p lain english hand b ook 13 14 a pl a i n en g l i s h h and b ook 5 Reorganizing the Document A few principles of good organization apply universally. First, present the big picture before the details. Prospectuses routinely start with a detailed description of the securities. You may read pages before you find out what the company produces, or why it is merging or spinning off a subsidiary. It's hard to absorb the details if you don't know why they are being given to you. Imagine trying to put together a complicated jigsaw puzzle without first seeing the picture of the com pleted puzzle. An individual piece of information means more to your readers if they know how it fits into the big picture. Second, use descriptive headers and subheaders to break your document up into manageable sections. Prospectuses impart a lot of information. If you present the information in bite-sized pieces, it's easier to digest. Make sure your headings tell the reader what the upcoming sections will cover. Headings like \"general\" or \"background\" aren't especially helpful. Third, always group related information together. This helps you identify and eliminate repetitious information. a p lain english hand b ook 15 Fourth, your audience's degree of investment expertise will affect how you organize the document. If you are writing for financially unsophis ticated investors, your document's overall organization may take an educational approach. You may need to explain industry terms or concepts where they first appear. Fifth, review your document by taking a good look at the flow of infor mation from beginning to end. Start making decisions on how the con tent should be moved around into a new and logical order based on: the audience profile the notes you made in the margins the decisions you've made on your cover page and summary the information you've learned in answering your questions Once you have finished physically reorganizing the document, you may want to write an outline of your new organization. Your outline can later become your table of contents. You're now ready to start rewriting your document in plain English. And, speaking of writing... 16 a pl a i n en g l i s h h and b ook 6 Writing in Plain English We thought it would be helpful to list the most common problems we've encountered with disclosure documents. Common problems Long sentences Passive voice Weak verbs Superfluous words Legal and financial jargon Numerous defined terms Abstract words Unnecessary details Unreadable design and layout In the following pages we offer some ways to fix these problems. a p lain english hand b ook 17 For example, here's a common sentence found in prospectuses: NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFER ENCE IN THIS JOINT PROXY STATEMENT/PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRE SENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. Here's one possible plain English rewrite: You should rely only on the information contained in this document or that we have referred you to. We have not authorized anyone to provide you with information that is different. We've listed just some of the many books on how to write clearly in Chapter 11. We urge you to consult them, too. The plain English rewrite uses everyday words, short sentences, active voice, regular print, and personal pronouns that speak directly to the reader. Do you think the rewrite captures the meaning of the original? Would you write it differently? \"Straightforward sentences sound unim pressive to many writers, and officialese, creating tin ears, perpetuates itself.\" Throughout this chapter, you'll find \"before\" examples from disclosure documents with plain English \"after\" examples to illustrate specific principles of plain English. Since some of the \"before\" examples con tain ambiguities that can be successfully resolved only by studying their context in a particular document, we did not attempt to provide rewrites to cover every interpretation. We encourage you to write your own plain English versions to fit your views and your needs. We don't want to create a new generation of plain English \"boilerplate.\" Although the principles that follow may sound deceptively simple, if you use them, your writing will improve dramatically. Claire Kehrwald Cook Line by Line 18 a pl a i n en g l i s h h and b ook Use the active voice with strong verbs The plodding verbosity of most disclosure documents makes readers yearn for clear words and short sentences. The quickest fix lies in using the active voice with strong verbs. Strong verbs are guaranteed to liven up and tighten any sentence, virtually causing information to spring from the page. When you start to rewrite or edit your work, highlighting all the verbs can help. You may be surprised by the number of weak verbs, especially forms of \"to be\" or \"to have\" that you'll find. The time you spend searching for a precise and strong verb is time well spent. When a verb carries more meaning, you can dispense with many of the words used to bolster weak verbs. Weak verbs keep frequent company with two more grammatical undesirables: passive voice and hidden verbs. In tandem, they add unnecessary length and confusion to a sentence. \"A rambling, unwieldy sentence generally hangs from an inert...vague, actionless verb.\" Claire Kehrwald Cook Line by Line The active and passive voices If you need it, here's a quick refresher on the active and passive voice. active The investor buys the stock. In the active voice, the subject of the sentence, the investor, performs the action, buying the stock. passive The stock is bought by the investor. In the passive voice the subject, the stock, is acted upon. The person or the thing doing the action is introduced with \"by.\" But sometimes, the person or thing doing the action is deleted, leading to... passive with agent deleted The stock is bought. You don't know who bought the stock. You'll find many examples of the \"passive with agent deleted\" in disclosure documents. Readers understand sentences in the active voice more quickly and easily because it follows how we think and process information. Many times the passive voice forces readers to take extra mental steps as they convert the passive into the active. a p lain english hand b ook 19 To recognize the passive voice, ask yourself: Does the sentence use a form of the verb \"to be\" with: another verb in the past tense; and a prepositional phrase beginning with \"by\"? \"When you make all the verbs active, other economies suggest themselves.\" Claire Kehrwald Cook Line by Line Remember that it's harder to recognize the passive voice when the object (the phrase introduced with \"by\") is left out. When you rewrite the sentence in the active voice, use a strong verb. These examples show how strong verbs and the active voice transform sentences, making them shorter and easier to understand. before The foregoing Fee Table is intended to assist investors in under standing the costs and expenses that a shareholder in the Fund will bear directly or indirectly. The before example uses the passive with agent deleted. We don't know who \"intended\" to assist investors. Note how long it took to get to the meat of the sentencethe costs and expenses. Dispensing with the filler words \"...to assist investors in understanding...\" moves the reader more quickly to the important points. after This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. Here's another example: before The proxies solicited hereby for the Heartland Meeting may be revoked, subject to the procedures described herein, at any time up to and including the date of the Heartland Meeting. after You may revoke your proxy and reclaim your right to vote up to and including the day of the meeting by following the directions on page 10. The plain English version tells you who may revoke a proxy and where to find the information on how to do it. It replaces the abstract \"subject to the procedures described herein\" with concrete, everyday words, \"by following the directions on page 10.\" It's not enough merely to translate existing textsthe key is to add useful information. 20 a pl a i n en g l i s h h and b ook Don't ban the passive voice, use it sparingly As with all the advice in this handbook, we are presenting guidelines, not hard and fast rules you must always follow. The passive voice may make sense when the person or thing performing the action is of secondary importance to another subject that should play the starring role in sentence. Use the passive voice only when you have a very good reason for doing so. When in doubt, choose the active voice. Find hidden verbs Does the sentence use any form of the verbs \"to be,\" \"to have,\" or another weak verb, with a noun that could be turned into a strong verb? In these sentences, the strong verb lies hidden in a nominalization, a noun derived from a verb that usually ends in -tion. Find the noun and try to make it the main verb of the sentence. As you change nouns to verbs, your writing becomes more vigorous and less abstract. before after We made an application... We applied... We made a determination... We determined... We will make a distribution... We will distribute... before We will provide appropriate information to shareholders concerning... after We will inform shareholders about... before We will have no stock ownership of the company. after We will not own the company's stock. before There is the possibility of prior Board approval of these investments. after The Board might approve these investments in advance. a p lain english hand b ook 21 Try personal pronouns \"Thanks to the existence of pronouns, we are spared a soporific redundancy in literature, speech, and songs.\" Karen Elizabeth Gordon The Transitive Vampire No matter how sophisticated your audience is, if you use personal pro nouns the clarity of your writing will dramatically improve. Here's why. First, personal pronouns aid your reader's comprehension because they clarify what applies to your reader and what applies to you. Second, they allow you to \"speak\" directly to your reader, creating an appealing tone that will keep your reader reading. Third, they help you to avoid abstractions and to use more concrete and everyday language. Fourth, they keep your sentences short. Fifth, first- and second-person pronouns aren't gender-specific, allowing you to avoid the \"he or she\" dilemma. The pronouns to use are firstperson plural (we, us, our/ours) and second-person singular (you, your/yours). Observe the difference between these two examples: before This Summary does not purport to be complete and is qualified in its entirety by the more detailed information contained in the Proxy Statement and the Appendices hereto, all of which should be carefully reviewed. after Because this is a summary, it does not contain all the information that may be important to you. You should read the entire proxy statement and its appendices carefully before you decide how to vote. 22 a pl a i n en g l i s h h and b ook Bring abstractions down to earth Abstractions abound in the financial industry. What pictures form in your mind when you read these phrases: mutual fund, the Dow Jones Industrial Average, zero coupon bond, call option, or foreign currency trading? Most people don't have an image in their minds when they hear abstract words like these. And yet, it's far easier to comprehend a concept or a situation when your mind can form images. In a study conducted at Carnegie-Mellon University, a cognitive psychol ogist and an English professor discovered that readers faced with com plex written information frequently resorted to creating \"scenarios\" in an effort to understand the text. That is, they often made an abstract concept understandable by using it in a hypothetical situation in which people performed actions. You can make complex information more understandable by giving your readers an example using one investor. This technique explains why \"question and answer\" formats often succeed when a narrative, abstract discussion fails. Here is an example of how this principle can be used to explain an abstract conceptcall options: For example, you can buy an option from Mr. Smith that gives you the right to buy 100 shares of stock X from him at $25.00 per share anytime between now and six weeks from now. You believe stock X's purchase price will go up between now and then. He believes it will stay the same or go down. If you exercise this option before it expires, Mr. Smith must sell you 100 shares of stock X at $25.00 per share, even if the purchase price has gone up. Either way, whether you exercise your option or not, he keeps the money you paid him for the option. Although it is impossible to eliminate all abstractions from writing, always use a more concrete term when you can. a p lain english hand b ook 23 \"Use concrete terms and your readers will have a clearer idea of your meaning. You enhance your words when you allow readers to visualize what you say.\" Bryan A. Garner The Elements of Legal Style Read this list of progressively less abstract terms and consider how you might make abstract concepts you write about more concrete: Asset Investment Security Equity Stock Common stock One share of IBM common stock The following examples show how you can replace abstract terms with more concrete ones and increase your reader's comprehension: before Sandyhill Basic Value Fund, Inc. (the \"Fund\") seeks capital apprecia tion and, secondarily, income by investing in securities, primarily equities, that management of the Fund believes are undervalued and therefore represent basic investment value. \"Language that is more concrete and specific creates pictures in the mind of [your] listener, pictures that should come as close as possible to the pictures in your mind.\" after At the Sandyhill Basic Value Fund, we will strive to increase the value of your shares (capital appreciation) and, to a lesser extent, to provide income (dividends). We will invest primarily in undervalued stocks, meaning those selling for low prices given the financial strength of the companies. William Lutz The New Doublespeak: Why No One Knows What Anyone's Saying Anymore before No consideration or surrender of Beco Stock will be required of shareholders of Beco in return for the shares of Unis Common Stock issued pursuant to the Distribution. after You will not have to turn in your shares of Beco stock or pay any money to receive your shares of Unis common stock from the spin-off. 24 a pl a i n en g l i s h h and b ook Omit superfluous words Words are superfluous when they can be replaced with fewer words that mean the same thing. Sometimes you can use a simpler word for these phrases: superfluous Thomas Jefferson simpler in order to in the event that subsequent to prior to despite the fact that because of the fact that in light of owing to the fact that \"...the most valuable of all talent, that of never using two words where one will do.\" to if after before although because, since because, since because, since Another source of superfluous words is \"shotgunning\": letting loose a blast of words hoping at least one conveys your intended meaning. The simplest solution here is to replace your laundry list of adjectives with a single word or phrase that adequately expresses your intended meaning. For an expanded explanation of \"shotgunning,\" see Richard Wydick's Plain English for Lawyers. Omitting superfluous words is one of the easiest ways to improve your disclosure document because it doesn't require you to revise sentence structure. before The following summary is intended only to highlight certain infor mation contained elsewhere in this Prospectus. after This summary highlights some information from this Prospectus. before Machine Industries and Great Tools, Inc. are each subject to the information requirements of the Securities Exchange Act of 1934, as amended (the \"Exchange Act\"), and in accordance therewith file reports, proxy statements and other information with the Securities and Exchange Commission (the \"Commission\"). after We file annual, quarterly, and special reports, proxy statements, and other information with the Securities and Exchange Commission (SEC). a p lain english hand b ook 25 before Drakecorp has filed with the Internal Revenue Service a tax ruling request concerning, among other things, the tax consequences of the Distribution to the United States holders of Drakecorp Stock. It is expected that the Distribution of Beco Common Stock to the shareholders of Drakecorp will be tax-free to such shareholders for federal income tax purposes, except to the extent that cash is received for fractional share interests. after While we expect that this transaction will be tax free for U.S. shareholders at the federal level (except for any cash paid for fractional shares), we have asked the Internal Revenue Service to rule that it is. \"Vigorous writing is concise. A sentence should contain no unnecessary words...for the same reason that a drawing should have no unnecessary lines and a machine no unnecessary parts.\" Strunk and White The Elements of Style 26 a pl a i n en g l i s h h and b ook Write in the \"positive\" Positive sentences are shorter and easier to understand than their negative counterparts. For example: before Persons other than the primary beneficiary may not receive these dividends. after Only the primary beneficiary may receive these dividends. Also, your sentences will be shorter and easier to understand if you replace a negative phrase with a single word that means the same thing. For example: negative compound single word not able not accept not certain not unlike does not have does not include not many not often not the same not ... unless not ... except not ... until unable reject uncertain similar, alike lacks excludes, omits few rarely different only if only if only when a p lain english hand b ook 27 Use short sentences \"There's not much to be said about the period except that most writers don't reach it soon enough.\" William Zinsser On Writing Well No one likes to read a sentence that's two pages long. And yet, lengthy, information-packed sentences choke many prospectuses today. To complicate matters further, these sentences are filled with jargon and legalese. The longer and more complex a sentence, the harder it is for readers to understand any single portion of it. before The following description encompasses all the material terms and provisions of the Notes offered hereby and supplements, and to the extent inconsistent therewith replaces, the description of the general terms and provisions of the Debt Securities (as defined in the accompanying Prospectus) set forth under the heading \"Description of Debt Securities\" in the Prospectus, to which description reference is hereby made. The following description will apply to each Note unless otherwise specified in the applicable Pricing Supplement. If you really want to root out the problem with this paragraph, you need to think of the deeper reasons why it doesn't work. If you look beyond the language used, you'll find that it presents complex information without first providing a context for the reader. The rewrites that follow show two ways to provide the context, with and without tabulation. after We provide information to you about our notes in three separate documents that progressively provide more detail: 1) the prospectus, 2) the prospectus supplement, and 3) the pricing supplement. Since the terms of specic notes may differ from the general information we have provided, in all cases rely on information in the pricing supplement over different information in the prospectus and the prospectus supplement; and rely on this prospectus supplement over different information in the prospectus. 28 a pl a i n en g l i s h h and b ook or We provide information to you about our notes in three separate documents that progressively provide more detail: 1 The Prospectus General information that may or may not apply to each note. 2 The Prospectus Supplement More specic than the prospectus, and to the extent information differs from the prospectus, rely on the different information in this document. 3 The Pricing Supplement Provides nal details about a specic note including its price. To the extent information differs from the prospectus or the prospectus supplement, rely on the different information in this document. Information-packed sentences leave most investors scratching their heads. So many of these sentences have become \"boilerplate\" that writers cut and paste them into new documents without thinking about how they can be improved. Since these sentences can be a little intimi dating, we thought we'd tackle another one: before The Drake Capital Corporation (the \"Company\") may offer from time to time its Global Medium-Term Notes, Series A, Due from 9 months to 60 Years From Date of Issue, which are issuable in one or more series (the \"Notes\"), in the United States in an aggre gate principal amount of up to U.S. $6,428,598,500, or the equiva lent thereof in other currencies, including composite currencies such as the European Currency Unit (the \"ECU\") (provided that, with respect to Original Issue Discount Notes (as defined under \"Description of NotesOriginal Issue Discount Notes\"), the initial offering price of such Notes shall be used in calculating the aggre gate principal amount of Notes offered hereunder). after The Drake Capital Corporation may offer at various times up to U.S. $6,428,598,500 worth of Global Medium-term notes. These notes will mature from 9 months to 60 years after the date they are purchased. We will offer these notes in series, starting with Series A, and in U.S., foreign, and composite currencies, like the European Currency Unit. If we offer original issue discount notes, we will use their initial offering prices to calculate when we reach $6,428,598,500. a p lain english hand b ook 29 \"A subject may have so many qualifications that readers forget what it is before they find out what it does.\" Claire Kehrwald Cook Line by Line As you can see, one long sentence became four shorter sentences. The paragraph moves from the general to the specific, contains short, com mon words, and is written in the active voice. You only need to read the paragraph once to understand it. Replace jargon and legalese with short, common words Ruthlessly eliminate jargon and legalese. Instead, use short, common words to get your points across. In those instances where there is no plain English alternative, explain what the term means when you first use it. If you have been in the financial or legal industry for awhile, it may be hard to spot jargon and legalese in your writing. Consider asking someone outside the industry to check your work for incomprehensible words. \"Clearness is secured by using the words...that are current and ordinary.\" Aristotle Rhetoric Last, don't create new jargon that's unique to your document in the form of acronyms or other words. It's asking too much of your readers to memorize a new vocabulary while they are trying to understand complicated concepts. This holds true for individual and institutional investors. Note the following, which is the first sentence on the cover page of an exchange offer: NLR Insured Mortgage Association, Inc., a Delaware corporation (\"NLR MAE\"), which is an actively managed, infinite life, New York Stock Exchange-listed real estate investment trust (\"REIT\"), and PAL Liquidating REIT, Inc., a newly formed, finite life, self-liquidat ing Delaware corporation which intends to qualify as a REIT (\"PAL Liquidating REIT\"), hereby jointly offer, upon the terms and subject to the conditions set forth herein and in the related Letters of Transmittal (collectively, the \"Offer\"), to exchange (i) shares of NLR MAE's Common Stock, par value $.01 per share (\"NLR MAE Shares\"), or, at the option of Unitholders, shares of PAL Liquidating REIT's Common Stock, par value $.01 per share (\"PAL Liquidating REIT Shares\"), and (ii) the right to receive cash payable 60 days after closing on the first of any Acquisitions (as defined below) but in no event later than 270 days (nine months) following consumma tion of the Offer (the \"Deferred Cash Payment\"), for all outstanding Limited Partnership Interests and Depository Units of Limited Partnership Interest (collectively, \"Units\") in each of PAL Insured Mortgage Investors, a California limited partnership (\"PAL 84\"), PAL Insured Mortgage Investors - Series 85, A California Limited Partnership, a California limited partnership (\"PAL 85\"), and PAL Insured Mortgage Investors L.P. - Series 86, a Delaware limited partnership (\"PAL 86\"). See \"THE OFFER.\" 30 a pl a i n en g l i s h h and b ook This sentence suffers from many shortcomings. It's long and laden with defined terms and other data that mask the fundamental informa tion: the two companies are offering to exchange their stock for the investors' limited partnership holdings. Some of the information, such as par value and places of incorporation, can be moved to another part of the document. Much of the language modifies the subjects and the objects: this language, too, can be moved to a separate sentence or another section of the prospectus. This example shows the hazards of creating unfamiliar acronyms. They provide false economies, especially when they are introduced on the cover page and in the first pages of the prospectus. They may save a few words, but they may also frustrate and force the reader to take more time and effort to understand the document. Where acronyms, such as REIT, are widely understood to the investing public, they can safely be used without creating confusion. Occasionally, it's necessary to assign a shorter word to a long proper noun and use this word throughout the rest of the document. In these rare instances, try to choose a word that has an intuitive, logical relationship to the one it's replacing. This reduces the number of new words or phrases the reader needs to memorize to understand the document. Choose the simpler synonym Surround complex ideas with short, common words. For example, use end instead of terminate, explain rather than elucidate, and use instead of utilize. When a shorter, simpler synonym exists, use it. a p lain english hand b ook 31 \"Lawyerisms are words like aforementioned, whereas, res gestae, and hereinafter. They give writing a legal smell, but they carry little or no legal substance.\" Richard C. Wydick Plain English for Lawyers Keep the subject, verb, and object close together Short, simple sentences enhance the effectiveness of short, common words. We've covered a number of guidelines for writing shorter sentences, but there are a few more you can use to streamline your writing further. To be clear, sentences must have a sound structure. Here are a few ways to ensure yours do. Modifiers are words or phrases that describe or limit the subject, verb, or object. The natural word order of English speakers is subject-verb-object. Your sentences will be clearer if you follow this order as closely as possible. In disclosure documents, this order is frequently interrupted by modifiers. For example: before Holders of the Class A and Class B-1 certificates will be entitled to receive on each Payment Date, to the extent monies are available therefor (but not more than the Class A Certificate Balance or Class B-1 Certificate Balance then outstanding), a distribution. after Class A and Class B-1 certificate holders will receive a distribution on each payment date if cash is available on those dates for their class. before The following description of the particular terms of the Notes offered hereby (referred to in the accompanying Prospectus as the \"Debt Securities\") supplements, and to the extent inconsistent therewith replaces, the description of the general terms and provi sions of the Debt Securities set forth in the Prospectus, to which description reference is hereby made. after This document describes the terms of these notes in greater detail than our prospectus, and may provide information that differs from our prospectus. If the information does differ from our prospectus, please rely on the information in this document. 32 a pl a i n en g l i s h h and b ook Write using \"if-then\" conditionals Conditional statements are very common in disclosure documents although they are rarely written that way. When we rewrote the last example as a conditional, we followed the natural English word order very closely. That's why the sentence is easier to read. Here are four rules of thumb to help you write conditional statements effectively: One \"if,\" one \"then\" When there is only one if and one then, starting with the if may spare some of your readers from having to read the rest of the sentence. In these cases, the if clause defines who or what the \"then\" clause applies to. If you invested in Class A shares, then... One \"if,\" multiple \"thens\" When there is only one if and more than one then, start with the if and tabulate the thens. Multiple \"ifs,\" one \"then\" When there is only one then and more than one if, start with the then and tabulate the ifs. Multiples \"ifs\" and \"thens\" When there is more than one if and more than one then, you'll probably need to break it down into more than one sentence, taking care to specify which ifs apply to which thens. If the information is still unclear, consider presenting the information in a table. a p lain english hand b ook 33 Keep your sentence structure parallel A long sentence often fails without a parallel structure. Parallelism simply means ensuring a list or series of items is presented using parallel parts of speech, such as nouns or verbs. Note the quotation in the margin. \"Parallelism reinforces grammatically equal elements, contributes to ease in reading, and provides clarity and rhythm.\" In this section, we've shown each parallel structure we've used in bold. Here's an example from a mutual fund prospectus that lacks parallel structure: Horner/Webb/Miller Harbrace College Handbook before If you want to buy shares in Fund X by mail, fill out and sign the Account Application form, making your check payable to \"The X Fund,\" and put your social security or taxpayer identification number on your check. after If you want to buy shares in Fund X by mail, fill out and sign the Account Application form, make your check payable to \"The X Fund,\" and put your social security or taxpayer identification number on your check. Here is a more subtle example from another mutual fund prospectus: before We invest the Fund's assets in short-term money market securities to provide you with liquidity, protection of your investment, and high current income. This sentence is unparallel because its series is made up of two nouns and an adjective before the third noun. It's also awkward because the verb provide is too closely paired with the nominalization protection. One logical revision to the original sentence is to change the noun series to a verb series. after We invest in short-term money market securities to provide you with liquidity, to protect your investment, and to generate high current income. All writers, regardless of their degree of expertise, occasionally write unparallel sentences. The best way to rid your document of them is to read through it once solely to find these mistakes. Reading your docu ment aloud can make unparallel constructions easier to spot. 34 a pl a i n en g l i s h h and b ook Steer clear of \"respectively\" How easy is it to read the following sentence once and understand what it means? before \"Many shortcuts are selfdefeating; they waste the reader's time instead of conserving it.\" The Senior Notes and the guarantee (the \"Guarantee\") of the Senior Notes by Island Holdings will constitute unsecured senior obligations of the Issuer and Island Holdings, respectively. Strunk and White The Elements of Style after The senior notes are an unsecured senior obligation of the issuer, while the guarantee of the senior notes is an unsecured senior obligation of Island Holdings. Whenever you use \"respectively,\" you force your reader to go back and match up what belongs to what. You may be saving words by using \"respectively,\" but your reader has to use more time and read your words twice to understand what you've written. a p lain english hand b ook 35 36 a pl a i n en g l i s h h and b ook 7 Designing the Document A plain English document reflects thoughtful design choices. The right design choices make a document easier to read and its informa tion easier to understand. The wrong design choices can make even a well-written document fail to communicate. Some documents suffer because no one knew how basic design deci sions, like typeface selection, dramatically determine whether or not a document is easy to read. Other documents suffer because expensive design features give them artistic appeal, but at the cost of obscuring the text. In a plain English document, design serves the goal of commu nicating the information as clearly as possible. a p lain english hand b ook 37 Beginning the design process Check with your in-house printing or graphics departmentyour company may have already dealt with design issues in other documents or may have skilled designers who can help you with your document. If your company or underwriter has a style manual, it typically will define a required \"look\" that specifies typefaces and layouts. Since some standards or guidelines in your style manual may have been adopted when plain English was not a concern, review them to ensure they contribute to good design and ease of reading. If you are using a designer, keep the following in mind: Good design requires clear communication between the writer and the designer. Keep the lines of communication open and flowing. Take the time to explain the nuances of your document to your designer. Don't move into the design phase until your text is final. Once the document is put into page layout software, or once it is at the printer, making text changes can be tedious and expensive. If you don't have a design professional, fear not. You can apply many of the simple concepts discussed in this chapter to produce a readable, visually appealing document. While the field of design extends broadly, this chapter covers five basic design elements and how they contribute to creating a plain English document: hierarchy or distinguishing levels of information typography layout graphics color 38 a pl a i n en g l i s h h and b ook Hierarchy Much like an outline, a document's hierarchy shows how you've orga nized the information and helps the reader to understand the relation ship between different levels of information. A typical hierarchy in the prospectus might include: the document title section headings (first level) subsection headings (second level) paragraph headings (third level) general text (fourth level) Designers use different typefaces in the headings to distinguish these levels for the reader. As a rule of thumb, there should be no more than six levels in the document, excluding the document's title. You can signal a new level by varying the same typeface or by using a different typeface. Here's a demonstration of how we've used different typefaces to distinguish levels in this handbook: Section headings Subsection headings General text Example headings a p lain english hand b ook 39 Typography Although it may seem like a minor decision, your typeface selection will be one of the elements that most strongly defines the design and readability of your document. Kinds of typefaces Typefaces come in two varieties: serif and sans serif. serif N \"Serif type is more readable and is best for text; sans serif type is more legible and is best used for headlines.\" Robin Williams The Mac Is Not a Typewriter sans serif N All serif typefaces have small lines at the beginning or ending strokes of each letter. Virtually all newspapers and many magazines use some form of serif type for their general text because serif fonts are easier to read than sans serif. This handbook uses a serif typeface called Scala for general text. Other popular serif typefaces are: Caslon, Century Schoolbook, Garamond, and Times. Here are some examples: serif This is an example of Scala. This is an example of Caslon. This is an example of Century Schoolbook. This is an example of Garamond. This is an example of Times. Sans serif typefaces lack those small connective lines. The type used for most headings throughout this document is a sans serif typeface, Scala Sans. Franklin Gothic, Frutiger, Helvetica, and Univers are examples of sans serif typefaces. sans serif This is an example of Franklin Gothic. This is an example of Frutiger. This is an example of Helvetica. This is an example of Univers. Generally, serif typefaces are easier to read in documents like this than sans serif because the small connective lines of serif help to lead your eye more quickly and smoothly over text. It is best to use sans serif typefaces in small quantitiesfor emphasis or headings, but not for general text. Both serifs and sans serifs work well for headings. 40 a pl a i n en g l i s h h and b ook Selecting the right typeface When choosing a typeface, think carefully about where the typeface will appear in the document. For example, will it be general text, or will it apply to information that needs to be highlighted? Will it introduce a section? Some typefaces are harder to read than others and were never intended for text. Typefaces like Bodoni Poster or other bold, italic, or condensed typefaces were designed for headlines or for large display type. These examples show how difficult it is to read text in these typefaces. Bodoni Poster Justified text was the style for many yearswe grew up on it. But there has been a great deal of research on readability (how easy something is to read) and it shows that those disruptive, inconsis tent gaps between the words inhibit the flow of reading. Besides, they look dumb. Keep your eyes open as you look at professionally-printed work... and you'll find there's a very strong trend now to align type on the left and leave the right ragged. Robin Williams, The Mac Is Not a Typewriter Franklin Gothic Condensed Justified text was the style for many yearswe grew up on it. But there has been a great deal of research on readability (how easy something is to read) and it shows that those disruptive, inconsistent gaps between the words inhibit the flow of reading. Besides, they look dumb. Keep your eyes open as you look at professionally-printed work...and you'll find there's a very strong trend now to align type on the left and leave the right ragged. Robin Williams, The Mac Is Not a Typewriter You can mix different typefaces, but do so with discretion; not all type faces work well together. Mixing a serif and sans serif, as we have done in this handbook, can look good and create a clear contrast between your levels. Mixing two serif or two sans serif typefaces can look like a mistake. As a general rule, do not use more than two typefaces in any document, not including the bold or italic versions of a typeface. a p lain english hand b ook 41 Type measurement All typefaces are measured in points (pts). But don't assume that differ ent typefaces in the same point size are of equal size. For example, here are four typefaces set in 11pt: This is an example in 11pt. Franklin Gothic This is an example in 11pt. Century Schoolbook This is an example in 11pt. Garamond This is an example in 11pt. Helvetica This is an example in 11pt. Times Choose a legible type size A point size that is too small is difficult for everyone to read. A point size that is too large is also hard to read. Generally, type in 10pt-12pt is most common. But as you can see from the examples above, some typefaces in 11pt will strain some readers. If you have special concerns about legibility, especially for an elderly audience, you should consider using 12pt or larger. 42 a pl a i n en g l i s h h and b ook Emphasizing text It's common in disclosure documents to see blocks of text in bold and uppercase letters. The capitalization and bold type attempt to catch the reader's attention. Unfortunately, those capitals make the text difficult to read. All uppercase sentences usually bring the reader to a standstill because the shapes of words disappear, causing the reader to slow down and study each letter. Ironically, readers tend to skip sentences written in all uppercase. To highlight information and maintain readability, use a different size or weight of your typeface. Try using extra white space, bold type, shading, rules, boxes, or sidebars in the margins to make information stand out. In this handbook we use dotted rules to highlight the exam ples. Whatever method you choose to highlight information, use it consistently throughout your document so your readers can recognize how you flag important information. before THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. after The Securities and Exchange Commission has not approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. after The Securities and Exchange Commission has not approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. a p lain english hand b ook 43 \"...words consisting of only capital letters present the most difficult reading because of their equal height, equal volume, and, with most, their equal width.\" Josef Albers Interaction of Color Layout \"...when everything (background, structure, content) is emphasized, nothing is emphasized; the design will often be noisy, cluttered, and informationally flat.\" Edward Tufte Visual Explanations Designers think carefully about white space, column width, linespacing, and paragraph length. These design elements determine whether read ing is easy or becomes too much of a physical or mental chore. Use white space effectively Generous use of white space on the page enhances readability, helps to emphasize important points, and lightens the overall look of the document. White space especially affects the readers of disclosure documents because these documents usually feature dense blocks of impenetrable text. You should fight the impulse to fill up the entire page with text or graphics. A wide left or right margin can make the document easier to read. The use of white space between sections or subsections helps readers recognize which information is related. Use left justified, ragged right text Research shows that the easiest text to read is left justified, ragged right text. That is, the text is aligned, or flush, on the left with a loose, or ragged, right edge. The text in this handbook is set left justified, ragged right. Fully justified text means both the right and left edges are flush, or even. When you fully justify text, the spacing between words fluctuates from line to line, causing the eye to stop and constantly readjust to the variable spacing on each line. Currently, most disclosure documents are fully justified. This, coupled with a severe shortage of white space, makes these documents visually unappealing and difficult to read. Be especially wary of centering text, or using text to form a shape or design. Uneven margins may make a visual impact, but they make reading extremely difficult. 44 a pl a i n en g l i s h h and b ook recommended: left justified, ragged right Justified text was the style for many yearswe grew up on it. But there has been a great deal of research on readability (how easy something