==========================================START OF PAGE 1====== Note to Figure 1: This figure isolates that portion of the net change in business capital associated with the sale (net of redemptions) of long-term securities in public, private and international transactions. Long-term securities include common stock, preferred stock, and corporate bonds. The absence of any long-term upward trend is surprising, considering that real GDP has approximately tripled over this period, and suggests that financial markets are more important as trading venues or as sources of short-term financing than as a direct source of additional long-term capital. The data also show that, for equity securities, redemptions have substantially outweighed issuances since the 1980's. Note to Figure 2: This figure provides a year-by-year comparison of the size of primary and secondary markets in equity securities. It shows the degree of activity in IPO s and additional issues (primary market) and the activity in trading markets (secondary market) from 1935 through 1995. The dramatic increase in turnover or trading volume seen in secondary markets has not been matched by primary-market activity. Today, to an increasing degree, purchasers of equity securities rely on the integrity of trading markets and Exchange-Act protections rather than on Securities Act protections. Note to Figure 3: This figure shows the relative importance of public offerings and private placements of equity securities since 1984. The dollar value of public offerings by domestic corporations has exceeded that of privately placed equity by a factor of two or three. There is little evidence here that private placements have supplanted (regulated) public offerings for the purposes of issuing equity securities. This indicates that there has not been any significant shift in recent years in the balance between the costs and benefits attendant to the regulation of the capital formation process. Note to Figure 4: This figure shows how likely seasoned issuers are to engage in underwritten public offerings, and thus how likely issuers are to benefit from the due-diligence associated with such offers. It reports the percentage of NYSE, Amex and Nasdaq companies that made underwritten offerings of additional common stock each year since 1985. Approximately 4-6% of these relatively large companies are subject to due-diligence investigations each year. Excluding S-3 filings, where due- diligence efforts are less extensive, coverage falls to 2-3% per year. Note to Figure 5: This figure provides a visual depiction of the degree of uncertainty that is introduced into the public-offering process by SEC staff review of registration statements. It is a histogram that shows the distribution of waiting periods (between the initial filing of a registration and the date it is declared effective by the SEC staff) following underwritten public ==========================================START OF PAGE 2====== offerings of additional common stock by NYSE, Amex and Nasdaq issuers in the period 1990-94. The statistical distributions of waiting times for reviewed and unreviewed registrations clearly differ in their average values, with review adding several weeks to the typical waiting period. Staff review also appears to contribute to uncertainty, based on a comparison of the variances or spread of the two statistical distributions. Note to Figure 6: This figure shows the approximate fraction of underwritten offerings of additional common stock that would have avoided mandatory prospectus delivery and SEC staff review if company registration had been in place during the period January 1992 to December 1994 and if participation were universal. For example, if offerings amounting to less than 20% of prior capitalization were not subject to mandatory prospectus delivery, as recommended, then two-thirds of past offers by NYSE, Amex and Nasdaq issuers would have qualified for exemption from mandatory prospectus delivery. Similarly, if offerings amounting to less than 40% of prior capitalization were not subject to SEC staff review, as recommended, then over 95% of past offerings would have qualified for exemption from staff review. These values underestimate qualification rates to the extent that issuers act to reduce the size of their offers to satisfy a threshold test.