To: Daniel Levin who wrote (2621 ) 9/17/1999 7:16:00 PM From: Sir Auric Goldfinger Respond to of 4443
"Risks Related to Our Industry Our industry is highly competitive With the SEC's approval of new regulations governing ATSs, there are now lower barriers to entering the securities trading markets by alternative trading systems. The regulatory and operating environment for these entities has been undergoing significant changes. We could face increased competition should traditional securities exchanges take steps to retain transaction volume or to compete with VTS by establishing similar trading systems. We could also face intense competition from other alternative trading systems that seek to take advantage of the new SEC regulations. Our products compete with other electronic trading systems, including Instinet Corporation's Instinet system, Investment Technology Group Inc.'s POSIT system, and OptiMark Technologies, Inc.'s OptiMark system. We also compete with other companies that develop proprietary electronic trading systems. We believe that the key competitive criteria include quality of trade execution, pricing, and reliability of trade processing and settlement operations. Although we feel VTS will offer improved trading performance, trading flexibility and commercial benefits, there is no assurance that the VTS will be accepted by an extended customer base. Nor can we be sure our products will be able to address adequately the competitive criteria in a manner that results in a competitive advantage. We also compete with various national, regional and foreign securities exchanges for trade execution services. GA competes in the market for e-commerce research products with Jupiter Communications, Forrester Research, Inc., Media Metric, Inc., Gartner Group, Inc., and Keynote Systems, Inc. and evaluation services and publications, such as, Dow Jones, Barrons and Smart Money. Indirect competitors include the ------- ----------- internal planning and marketing staffs of GA's current and prospective clients as well as other information providers, such as electronic and print publishing companies, survey-based general market research firms and general business consulting firms. GA also competes directly and indirectly for online advertising and sponsorship revenues with established search engines, such as Yahoo, Excite and Lycos, and other web sites, especially sites that provide e- commerce information, such as bizrate, Comparate and gotonet. There are relatively few barriers to entry into GA's market and new competitors could seek to compete against GA in one or more market segments. These competitors may have substantially longer operating histories, brand recognition, larger customer and user bases and significantly greater financial, technical and 9 <PAGE> marketing resources than GA. There can be no assurance that GA will be able to compete successfully against existing or new competitors. Our automated trade execution and analytical services, including eMC will also compete with services offered by leading brokerage firms and other information service and transaction processing firms. Many of our competitors have substantially greater financial, research, development and other resources than we and many of their products have substantial operating histories. While we believe our products, when operational, will offer certain competitive advantages, our ability to maintain these advantages will require continued investment in the development of additional marketing activities and customer support services. We may be unable to marshal sufficient resources to continue to make this investment while our competitors may continue to devote significantly more resources to competing services. Our markets will undergo rapid changes in technology The technologies underlying our products and services are subject to rapid evolution and change. Our future success depends upon our ability to respond quickly and successfully to technological advances by developing and introducing new and improved products and services. We may not be able to respond to such advances. Competitors, including those with greater financial and other resources, could also succeed in developing technologies, products, or services that could be superior to ours. The impact of extended trading hours The national stock exchanges, including The Nasdaq Stock Market, are considering whether to extend their trading hours for several hours beyond the current close of the market at 4:00 p.m. Eastern Standard Time. No one can predict what effect, if any, the extension of trading hours will have on electronic trading systems designed to operate during the previous standard trading day. We may have to redesign certain aspects of VTS to accommodate a larger trading day and, if the cost to do so will be material, this may have a material adverse impact on our financial operations and performance."