To: OverSold who wrote (3141 ) 6/24/1999 10:36:00 AM From: llwk7051@aol.com Respond to of 4467
Safeguard Scientifics Resets Record Dates for Directed Share Subscription Program for Internet Capital Group and US Interactive IPOs WAYNE, Pa., June 24 /PRNewswire/ -- Safeguard Scientifics, Inc. (NYSE: SFE), the New York Stock Exchange-listed information technology holding company, announced today that it has reset the record dates for participation in its Directed Share Subscription Program (DSSP) for the initial public offerings of common stock of US Interactive and Internet Capital Group. The new record date for participation in the DSSP for each of Internet Capital Group and US Interactive is Thursday, June 24, 1999. All other terms of the DSSP for these offerings as previously announced remain the same. Subscription offers for these companies are currently expected to be distributed in July 1999 to shareholders as of the record date. This action was necessitated by a determination by the NASD that the DSSP is subject to its "Free Riding" rule, which prohibits the sale of shares in certain IPOs to persons affiliated with brokers and other restricted persons. Without an exemption from this rule, the underwriters in the offerings would have been required to assure that no Safeguard shareholders who are restricted persons under the rule would be permitted to purchase shares in the DSSP. Due to the time constraints of the DSSP offerings, and because most of Safeguard's shares are held in street name, this requirement would have been impossible to comply with, and Safeguard would have been forced to cancel the DSSP altogether. The NASD has agreed to grant an exemption from its Free Riding rule for the DSSP for these offerings provided that Safeguard resets the record dates without advance notice. As a result of the exemption granted by the NASD, all holders of at least 100 shares of Safeguard on the record date, including restricted persons under the NASD rule, will be permitted to participate in the DSSP. "We are pleased that we were able to resolve this issue with the NASD in a way that permits the DSSP to go forward," said Jim Ounsworth, Safeguard's senior vice president and general counsel. "We regret the confusion this causes for our shareholders. We realize that the position of some shareholders may have changed since the original record dates, but the only alternative to resetting the record dates was to cancel the DSSP offering for these companies." Registration statements relating to the common stock of US Interactive and Internet Capital Group have been filed with the Securities and Exchange Commission but have not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the respective registration statements become effective. A portion of the shares to be sold in each offering will be sold by selling shareholders. This announcement is not an offer to sell or a solicitation of an offer to buy any securities. Each offering will be made only by means of a prospectus, subject to the effectiveness of the registration statement. Copies of the preliminary prospectus for each offering will be mailed to shareholders when available. In addition, the ratios of shares offered in each offering to Safeguard shares held may be subject to reduction if the overall size of the offering is reduced. If the US Interactive offering or the Internet Capital Group offering is delayed or canceled, the DSSP for that offering may also be delayed or canceled. About Safeguard Safeguard is an information technology (IT) holding company that identifies, acquires, operates, and manages IT companies and has interests in private equity funds that together form a community of shared resources. Safeguard's focus is on IT companies with particular emphasis on companies engaged in eCommerce, network infrastructure activities, and enterprise applications. Safeguard believes that these sectors will provide compelling opportunities for success driven by the rapid growth of the Internet as a fundamental business tool. A long-term partner, Safeguard works closely with its partnership companies and actively assists them with their management, operations, and finances to build value in preparation for public offerings and beyond. Safeguard also assists in managing and working with seven venture capital funds. SOURCE Safeguard Scientifics, Inc. CO: Safeguard Scientifics, Inc.; US Interactive; Internet Capital Group ST: Pennsylvania IN: CPR FIN MLM SU: OFR 06/24/99 10:17 EDT prnewswire.com