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PLEASE NOTE EVERYTHING IN THIS DESCRIPTION IS DATED FROM MAY, 1999 AND DIFFERENT RULES MAY BE IN EFFECT AT THE TIME YOU READ THIS: Q&R website: quickwaynet.com You need to have established a Q&R Online account in order to access the Q&R IPO Center (i.e., you need a login name and password). The following is from the Q&R IPO Center FAQ page: What is the process for subscribing to a Quick & Reilly IPO? Selected Quick & Reilly customers will receive an e-mail message notifying you whenever a new preliminary prospectus is available in our IPO Center. After you review the prospectus, you may continue and fill out a risk and Suitability questionnaire to see if you qualify for the opportunity to purchase IPO shares. IPOs can be very risky therefore we must profile each customer to determine whether you qualify for the offering. The next step is to submit your customer profile and we will then tell you whether you have qualified for this offering. Once you get the approval you will be able to place your conditional order for the current IPO. If you do not have sufficient equity when the offering has been declared effective, Quick & Reilly may cancel your Conditional order and/or your priority. You will be notified by e-mail on or after the pricing date if you have received shares in an offering. Full payment of the purchase price is due on the settlement date for the initial public offering. What criteria do you use to determine whether I qualify to purchase IPO shares? Quick & Reilly will look at the following information to make its decision. Household Income Liquid Net worth Value of your Investment Portfolio Trading experience and knowledge How many years you have been investing How can I learn more about the companies being issued? The first step to learning about a potential investment is to review the issuing company's preliminary prospectus or "red herring". These documents, which have been submitted to the SEC, are available for all Quick & Reilly Public Offerings online at the Quick & Reilly web site. A company's prospectus includes company background information, financial data and specifics about the offering. Prospectuses can either be viewed online or down loaded. What happens if there are not enough shares to meet demand? Quick & Reilly's general rule of allocation will be first-come first-served. Generally, customers submitting Conditional orders first will have priority over those who submit later. How long should I hold shares I purchase in an IPO? Typically customers are asked to refrain from selling these shares for a period of 60 days from the date the stock begins trading in the secondary market. Quick & Reilly will not stop you from selling your shares during this period however you may be penalized if you do sell your shares prior to 60 days. Customers who have track records for buying public offering shares and holding them for at least 60 days will have priority over customers who do not have such records. ---------------------------------------------------------------------------- If you are interested in placing a conditional offer and you understand Quick & Reilly's rules and procedures regarding IPOs you may fill out an IPO Risk & Suitability form. We will use the information contained in your application to determine whether you qualify for an IPO. We require an IPO application for each offering so if you did not qualify for one IPO you may still try to qualify for the next. We will notify you immediately whether you have qualified for an IPO with instructions on what to do next. The Q&R IPO Center offers you the ability to learn about the latest offerings, and if you meet the qualifying criteria, the possibility of participating in these new offerings. Once you have reviewed the current offerings and would like more information, you may access the preliminary prospectus for the IPO that you have an interest in. If you would like to place a conditional offer to purchase a new issue, you will need to fill out our Risk & Suitability profile. If you qualify you may enter your conditional offer. Due to SEC regulations you must affirmatively re-confirm your conditional offer to buy by replying to an e-mail asking you to re-confirm by typing "I Confirm" in the subject field. If you decided you did not want to participate in this offering, take no action and your order will be cancelled. Please note: Re-confirming your order does not mean you are going to recieve shares. Once the deal becomes effective and priced we will notify our customers via e-mail as to whether they were allocated shares. Allocation of shares are based on a first come first serve basis subject to minimum and maximum limits that will be set on a deal to deal basis by the underwriter managing the electronic retail distribution. An initial public offering (IPO) refers to a corporation's first distribution of its stock to the investing public. Private companies "go public" by offering the public the opportunity to purchase shares of the corporation. By purchasing shares of the corporation, an individual becomes a shareholder or stockholder of the corporation. The reason for going public is generally to raise capital so that the firm can grow and accomplish its goals. When a company makes an offering, the shares are priced or given a market value that reflects the expectations for the company's future growth. The Role of the Underwriter When a corporation decides to make an initial public offering or to issue additional shares, it usually hires an investment bank to underwrite the issue. The underwriter's job is to raise capital under the most favorable terms for the issuing company. The underwriter agrees to purchase the shares from the issuing corporation and resell them to the public. In effect, the underwriter serves as an intermediary between the issuer and the investing public. The underwriter profits from the underwriting spread, or concession, which is the difference between the price paid to the issuer and the price the shares are sold to the public. In order to minimize its financial risk, the underwriter may bring in other investment banks and form an underwriting syndicate. The syndicate will, in turn, bring in broker/dealers to form a selling group. The selling group will take indications of interest from potential buyers and distribute the shares. In return, the selling group receives a per share compensation for its efforts. SEC Regulations The Securities Act of 1933 regulates the issuance of new securities. The Securities and Exchange Commission (SEC) is the federal government's regulatory agency in charge of enforcing this act. The Securities Act stipulates that in order to issue securities, a company must first file a registration statement with the SEC and with the states in which it intends to sell the securities. The registration statement must include a description of the issuing company's business, information about the company's officers and directors, and pertinent financial and operational information about the company. The SEC does not judge the investment merits of the new issue. The SEC determines whether the issuer has made a full disclosure of the material facts to potential purchasers of the issue. The securities may only be sold when the SEC declares the registration statement effective. The preliminary prospectus is a document that tells potential purchasers about the new issue. It includes information about the offering and about the company, but does not contain all the information that will be included in the final prospectus. The preliminary prospectus is also called a red herring because it has a red notice on the front page informing potential investors that a registration statement relating to the securities has been filed with the SEC, but has not yet become effective. Once the SEC declares the registration effective, the syndicate and the issuer agree on an offering price and the stocks or bonds are sold to investors that indicated an interest ona first come first serve basis. When the shares have been distributed by the underwriting syndicate, they may begin trading in the secondary market. ------------------------------------------------------------------------------- From the Rules & Procedures Page. (Some of this is redundant with the information above, however, I included it to provide you a complete report of all the info at the Q&R site). RULES & PROCEDURES Initial Public Offerings are offered and sold by way of an official offering document called a prospectus. The prospectus is filed with federal and state securities regulators as part of the registration statement which must be declared effective prior to the issue. After the prospectus has been filed but before the offering is declared effective, offers to sell the securities can be made using a preliminary prospectus or "red herring." The preliminary prospectus generally indicates a range of prices within which the issue is expected to be made. Issues typically also prepare road show presentations during the period when the preliminary prospectus is pending. Conditional Offers may be entered as "limit orders" which means that you are willing to purchase the securities at up to a particular price. Alternatively, Conditional Offers may be entered "at the offering price" which means that you are willing to purchase securities at the price at which the issue is made (so long as it is within the range specified in the preliminary prospectus.) To enter a Conditional Offer, follow these steps: Once you have reviewed the current offerings and would like more information, you may access the preliminary prospectus for the IPO that you have an interest in. If you would like to place a conditional offer to purchase a new issue, you will need to fill out our IPO Risk & Suitability form. If you qualify you may enter your conditional offer. You will then be required to confirm your conditional offer by replying to an e-mail we will send to you. This e-mail will require a reply asking you to confirm your conditional offer by typing "I Confirm" in the subject field. If you have decided to not participate in this offering, take no action and your order will be cancelled. please note: Confirming your order does not assure that you will receive share allocation for that particular IPO. Canceling or changing Conditional Offers. To cancel or modify Conditional Offers, simply go to your Open Orders page, which appears in the IPO order status section. Look for the Conditional Offer and click either of the buttons next to it marked Change or Cancel. Buying limits. For our mutual protection, Quick & Reilly may set limits on the amount or proportion of investments you can make in speculative securities including Initial Public Offerings. Although Quick & Reilly reserves the right to reject or cancel your Conditional Offers at any time and without notice, generally you will receive notice of any rejection or cancellation. Re-circulations On occasion, an amended prospectus is prepared during the public offering process that contains material changes to the information provided in the preliminary prospectus. In these cases, a revised preliminary prospectus must be circulated to buyers in the offering. In the event of re-circulations, customers who have entered Conditional Offers will be sent an e-mail message directing them to a site on the World Wide Web where a copy of the amended preliminary prospectus is posted. From the site the amended preliminary prospectus can be read and printed or down loaded. As agreed by each customer in the customer agreement governing all Quick & Reilly accounts, such delivery shall constitute good and effective delivery of the amended preliminary prospectus whether or not you follow the instructions and actually access the new prospectus via the Web. Allocations. Quick & Reilly's general rule of allocation is first come first served, and every Conditional offer is recorded with the time and date of each submission. Generally, customers submitting Conditional Offers first will have priority over those who submit them later, subject to minimum and maximum limits that will be set on a deal by deal basis. There are, however, two important exceptions to the first come first served allocation principle: Flippers will lose priority. Customers who have track records for buying public offering shares and holding them for at least 60 days will have priority over customers who do not have such records. Thus, Quick & Reilly will penalize "flippers" by not allowing to be included in future offerings. To enforce this anti-flipping policy, Quick & Reilly will maintain a record of all accounts that have purchased the IPO. If you sell your shares prior to the 60 day holding period you will left out of future deals and may charged an additional fee. Quick & Reilly reserves the right to allocate shares on any basis or to change its method of allocating shares at any time and without notice, and customers should not expect that entering a Conditional Offer in any way entitles them to purchase any securities. Confirmation of purchase. On the new issue date, customers whose Conditional Offers have been accepted will receive by e-mail a confirmation specifying the number of shares purchased and the issue price. The shares will automatically be deposited into your account. If you did not receive shares in the allocation, then you will receive by e-mail a message indicating that your Conditional Offer has been cancelled. Final prospectus delivery. Customers whose Conditional Offers are accepted will also receive an e-mail message directing them to our site where a final prospectus is posted. From the site the final prospectus can be read and printed As agreed by each customer in the customer agreement governing all Quick & Reilly accounts, such delivery shall constitute good and effective delivery of the final prospectus whether or not you follow the instructions and actually access the final prospectus via the Web. Federal and state securities laws require delivery of the final prospectus. | ||||||||||||
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