FOR IMMEDIATE RELEASE 99-101 SEC Sues IG Holdings, Inc. in First Ever "Mini-Tender Offer" Case; Warns Investors To Carefully Scrutinize Offers To Buy Their Stock Washington, DC, August 19, 1999 -- The Securities and Exchange Commission today sued IG Holdings, Inc. for failing to consistently provide investors with adequate information in hundreds of so-called "mini-tender offers." Mini-tender offers are tender offers for less than 5 percent of a company's securities. Unlike tender offers for more than 5 percent, mini- tender offers are not subject to the filing, disclosure, and procedural requirements of the Securities Exchange Act of 1934 and Regulation 14D. As a result, investors targeted for mini- tender offers typically don't receive documents that describe the tender offer in detail. The SEC alleged that, during 1998 and 1999, IG Holdings made more than 200 mini-tender offers that had offering prices below the prevailing market prices. The SEC further alleged that the means used to disseminate these offers resulted in some shareholders not receiving material information about IG Holdings' mini-tender offers, including the calculation of the final price to be paid by IG Holdings and the fact that the offering price might not reflect the market price. In addition, shareholders were not always informed that they could not withdraw their tenders, nor were they told that IG Holdings could revoke its offer at any time before completion of the offering. Without admitting or denying the SEC's charges, IG Holdings consented to cease and desist from committing or causing violations of the federal securities laws. Securities and Exchange Commission Director of Enforcement Richard H. Walker said, "Today's action serves as a warning to investors to monitor their investments carefully. Because the success of mini-tender offers depends on the offeror's ability to catch investors off guard, investors should take special care to scrutinize any offer for their securities. Don't assume you'll receive a premium over the market price if you tender your shares. Instead, do your homework and ask questions to find out whether the offer is a good deal or a rip-off." To help investors learn which questions to ask about mini- tender offers, the SEC has released a new investor alert, Mini- Tender Offers: Beware of Offers to Buy Your Securities at Below Market Prices. This alert is available on the SEC's Web site at www.sec.gov/consumer/search.htm under the heading "Search Key Topics," a searchable database of quick answers and solutions to common investor questions. For additional information, please call: Steve Cutler, Deputy Director, Enforcement Division at 202.942.4500. # # #