NASD Board Approves Stock Sale To Nasdaq

The NASD announced yesterday its Board of Directors had approved the sale of its remaining 33.7 million shares of Nasdaq common stock to The Nasdaq Stock Market. Prior to this transaction the NASD owned, on a fully diluted basis, 27.6 percent of Nasdaq common stock.

The sale essentially completes the major restructuring of the NASD, which includes the separation of Nasdaq, authorized by the NASD Board in January 2000. The initial phase of the restructuring occurred in June 2000, and a subsequent phase occurred in January 2001. Following completion of the announced sale, the NASD will hold only those shares of Nasdaq common stock which the NASD has reserved for sale upon the exercise of warrants issued by it in the previous phases of the restructuring.

"This is a milestone in the NASD's evolution," said its Chairman and CEO, Robert Glauber. "The Nasdaq spin-off enables us to concentrate solely on our self-regulatory mission of bringing integrity to the markets and confidence to investors. And by reinforcing our resources, independence and focus, today's step will help us regulate Nasdaq and a growing number of other markets more effectively than ever. I am pleased that the NASD will achieve the commitment it made to sell the remaining 27 percent of common stock in Nasdaq."

It is expected that Nasdaq will purchase the shares for approximately $440 million, payable in a combination of cash and the issuance to the NASD of two newly issued series of Nasdaq preferred stock.

The National Association of Securities Dealers, Inc., is the largest self-regulatory organization in the securities industry. It is the parent organization of NASD Regulation, Inc.®, NASD Dispute Resolution, Inc. and The American Stock Exchange LLC®. For more information about the NASD and its subsidiaries, please visit the following Web sites: www.nasd.com; www.nasdr.com; www.nasdadr.com; www.amex.com.