__________________________________________________________________________________________ Table 1 Typical Expenses In Underwritten Public Offers of Common Stock in 1993-95 Registration Number Median Median Median Median Sum Form Used Value Under- Fees Discount of writer (a) Offer Spread from (millions Market dollars) Price (b) Initial SB-2 408 $6.1 10.0% 7.4% 11.5% 28.9% Offer of Common Stock by Domestic Issuer S-1 1201 30.1 7.0 2.3 7.1 16.4 S-2, S-11 100 131.7 6.5 1.8 1.1 9.4 Sub-Total 1709 24.0 7.0 2.8 7.1 16.9 Repeat SB-2 99 7.9 9.0 4.5 5.4 18.9 Offer of Common Stock by Domestic Issuer S-1 468 32.0 5.5 1.3 2.4 9.2 S-2, S-11 192 20.4 6.0 1.7 2.3 10.0 S-3, Non- 751 59.1 5.0 0.6 0.7 6.3 shelf S-3, Shelf 136 77.6 4.6 0.4 0.0 5.0 (c) Sub-Total 1646 44.8 5.3 0.8 1.2 7.3 Overseas F-1, F-2, 214 65.1 5.1 2.1 1.3 8.5 Issuer F-3 Total 3569 $32.5 6.8% 1.8% 2.8% 11.4% Source: Securities Data Corp. Includes firm commitment underwriting only. Notes: (a) Fees include SEC and state filing fees, listing fees, legal fees, accounting fees, printing costs, and other miscellaneous fees. (b) The discount from market captures underpricing of offers, measured here by the first-day return, calculated as the percentage change from the offer price to the market price at the close of trading on the offer date. (c) Since there can be multiple offers (takedowns) from shelf registrations, calculations for this category are based on the first takedown of common stock. __________________________________________________________________________________________ Table 1b Typical Expenses In Underwritten Public Offers of Common Stock in 1993-95, for Repeat Offers of $20 to $200 million by Domestic Issuers, by Value of Offer Value Registration Number Median Median Median Median Sum of Offer Form Used Value Under- Fees Discount (million of writer (a) dollars) Offer Spread from (millions Market dollars) Price (b) $20.0 S-1 167 $32.4 5.5% 1.2% 2.3% 9.0% to $49.9 S-3, Non-Shelf 226 34.7 5.5 0.8 1.2 7.5 S-3, Shelf 28 33.8 5.0 0.7 0.0 5.7 $50.0 S-1 99 62.1 5.0 0.7 1.1 6.8 to $99.9 S-3, Non-Shelf 250 66.9 5.0 0.5 0.7 6.2 S-3, Shelf 49 72.2 5.3 0.5 0.0 5.8 $100.0 S-1 31 125.9 4.5 0.3 1.4 6.2 to $199.9 S-3, Non-Shelf 135 128.1 4.0 0.3 0.5 4.8 S-3, Shelf 30 130.8 3.5 0.3 0.0 3.8 Source: Securities Data Corp. Includes firm commitment underwriting only. Notes: (a) Fees include SEC and state filing fees, listing fees, legal fees, accounting fees, printing costs, and other miscellaneous fees. (b) The discount from market captures underpricing of offers, measured here by the first-day return, calculated as the percentage change from the offer price to the market price at the close of trading on the offer date. __________________________________________________________________________________________ Table 2 Typical Experience of Filers of Registration Statements for Underwritten Public Offers of Common Stock, January 1994 through December 1995 Registration Number Average Average Number of Percent Average Form Used Amount Days before Reviewed Number Registered Effective: by SEC of times ($millions) Amended Spent Spent Total at at the the Issuer SEC Initial SB-1 & 122 $20.3 42.6 61.1 103.7 100% 3.3 Offer of SB-2 Common Stock by Domestic Issuer S-1 641 66.4 38.9 39.3 78.1 100 3.2 S-11 42 198.8 45.5 60.0 105.5 100 4.0 Repeat SB-2 64 24.2 23.8 44.5 68.2 54.7 2.4 Offer of Common Stock by Domestic Issuer S-1 310 70.3 16.7 35.4 52.2 33.5 1.8 S-2, S-11 79 67.7 15.6 36.5 52.2 24.1 1.9 S-3, Non- 416 111.1 9.3 22.8 32.1 13.9 1.2 Shelf S-3, Shelf* 486 284.1 17.5 36.3 53.7 16.0 1.1 Foreign F-1, F-2, 117 205.4 17.0 45.3 62.4 78.6 2.4 Issuer F-3 Source: SEC Division of Corporation Finance. Includes firm commitment underwriting only. Excludes regional office filings. * Includes shelf offerings of common stock by the issuer and unallocated shelf offerings that are not exclusively debt and/or preferred stock; does not include Commission staff pre-review -- which is never done -- of the takedown prospectus; with regard to shelf registration statements, staff review is limited to the registration statement when initially filed. __________________________________________________________________________________________ Table 3 Typical Change in Stock Price from Filing to Effective Date, for Underwritten Public Offers of Additional Common Stock by 990 NYSE/Amex/Nasdaq Issuers, 1993-94, by Pre-Offer Market Capitalization, and by Whether the Filing is Reviewed by the SEC Percentage Change in Issuer Stock Price Less Corresponding Percentage Change in the Market Overall Medians Means Market No Review No Review Difference Capitalization Review Review (t- statistic) Under $100 Million -7.0% -8.9% -6.9% -7.4% -0.5% (0.21) $100 Million or -1.8% -1.2% -1.3% 0.5% +1.8% More (1.16) Difference -5.6% -7.9% (t-statistic) (5.17) (2.28) Source: Securities Data Corp. and Center for Research on Securities Prices. Includes firm commitment underwriting only. Net-of-Market stock price changes are calculated by subtracting the change in the CRSP value-weighted portfolio of all exchange- listed stocks for exchange-listed issuers, or the change in the value-weighted portfolio of all Nasdaq stocks for issuers traded on Nasdaq. Percentages changes are calculated over the period from one day before the filing date through the date the filing is declared effective. A t-statistic in excess of 1.96 indicates a difference in means that is statistically significant by conventional (i.e., 5%) standards. __________________________________________________________________________________________ Table 4 Relative Importance of Shelf Registration as a Vehicle for Securities Sales, by Class of Security and Year Class of Cumulative Volume Shelf Takedowns, Security of Public Offers, by Year 1992-95 (% of Class Total) (billions of dollars) // Michael Santoli, Block Trades Test Traditions On Wall Street, Wall St. J., February 9, 1996, at B12B, col. 3 ("Santoli") ("Shelf filings that cover equity have steadily become more common, rising 18% to 110 in 1995 after climbing 26% in 1994"). Shelf Class 1994 1995 Takedown Total 1992 1993 Common 16.8 156.1 3 9 15 15 Stock Preferred 44.0 89.4 38 47 60 65 Stock Corporate 661.1 1648.7 48 45 39 33 Debt Source: Securities Data Corp. Excludes best efforts deals, private placements, initial public offerings, and all sales of asset-backed securities.