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NASD Launches Member Vote On Restructuring And Opens Subscription Period For The Initial Phase Of Nasdaq Private Placement

Date 13/03/2000

The National Association of Securities Dealers, Inc. (NASD®) today launched the member vote on its proposed restructuring and simultaneously opened the subscription period for the initial phase of the Nasdaq private placement.

NASD Chairman and Chief Executive Officer Frank G. Zarb, commenting on the member vote, said: 'Today marks an historic day for the NASD and its members. I urge members, both large to small, to consider the materials they will soon receive and vote 'for' the restructuring. It is a win-win-win for NASD members, issuers, and investors.'

Today, proxy materials are being mailed to approximately 5,500 NASD members in good standing as of February 18, 2000. Each member firm is entitled to vote on the restructuring, on the basis of one firm, one vote.

A special meeting of the members of the NASD will be held on April 14. At that meeting, if at least a majority of NASD members present in person or by proxy vote to approve the restructuring, then the first phase of the restructuring will be completed promptly (i.e., late April or May.)

Also, today, simultaneous with the launch of the member vote on the restructuring, begins the subscription process for investors - NASD members, Nasdaq Market participants, and Nasdaq issuers - providing them an opportunity to subscribe for securities for the initial phase of the private placement.

A private placement memorandum has been mailed to all NASD members and potential investors for the first phase of Nasdaq's private placement. The maximum subscription levels for the various categories of investors will differ based on a variety of factors, and are generally intended to be commensurate with their contributions to the revenues of Nasdaq and the NASD.

The National Association of Securities Dealers, Inc., is the largest securities-industry, self-regulatory organization in the United States. It is the parent organization of The Nasdaq Stock Market®, The American Stock Exchange®, and NASD Regulation, Inc. For more information about the NASD and its subsidiaries, please visit the following Web sites: www.nasd.com; www.nasdaq.com; www.amex.com; www.nasdr.com; or the Nasdaq Newsroom at www.nasdaqnews.com