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U.S. Securities and Exchange Commission

EXEMPTIVE ORDER ISSUED GOVERNING EMPLOYEE STOCK OPTION EXCHANGE OFFERS

Washington, D.C., March 21, 2001 - Today the Securities and Exchange Commission's Division of Corporation Finance announced the issuance of an exemptive order addressing employee stock option exchange offers. The exemptive order permits issuers to make these exchange offers without the need to comply with the rules requiring tender offers to be extended to all security holders of a class at the same price. The order contains conditions designed to assure that this relief is only given in the context of compensatory offers and that adequate disclosure is provided to employees. The Division also issued guidance on disclosure and processing issues relating to these exchange offers in the form of an update to its Current Issues and Rulemaking Projects Outline.

The exemptive order and the update to the outline will be made available in the Corporation Finance area of the SEC's website at http://www.sec.gov.

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http://www.sec.gov/news/headlines/exemptiveorder.htm

Modified:03/21/2001