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SPIN-OFF ADVISORS, L.L.C.

SPIN-OFF RESEARCH

July 2000

Volume IV Issue 7

Table of Contents

Page

2 3 4 7 8 10 13 14 15 19 20 21 23 24 26 27 28 29 30 31 32 33 34 35 36 37 48 56 58

Joe Cornell, CFA

Mark Minichiello Kevin P. Hare, CPA

Karl Landa

Spin-Off Advisors, L.L.C. 111 W. Jackson Blvd. Suite 1146 Chicago, IL 60604 312-939-8900 www.spinoffadvisors.com

AT&T (T) .................................................... Avista (AVA) .................................................... Intermedia (ICIX) / Digex (DIGX) ....................... Sara Lee (SLE) / Coach ................................. PYA-Monarch Spin-Off Announcement Calendar ........................................... Calendar Highlights ..................................................... Fresh Spin-Off Situations: Daisytek (DZTK) / PFSWeb (PFSW) ................................. Delta Woodside (DLW) / Duck Head (DHA) ....................... / Delta Apparel (DLA) Eaton (ETN) / Axcelis Technologies (ACLS) ....................... Great Lakes Chemical (GLK) / OSCA (OSCA) ....................... GTE (GTE) / Genuity (GENU) .......................................... iGATE (IGTE) / Mascot (MSCT ­ India) ....................... Intelligroup (ITIG) / SeraNova (SERA) ................................. Kansas City Southern (KSU) / Stilwell Financial (SV) ............. Methode Electronics (METHA) / Stratos Lightwave (STLW) ... Orkit Communications (ORCT) / Tioga Technologies (TIGA) ... Recently Announced Spin-Offs: America Online (AOL) / America Online Latin America (AOLA) Fluor (FLR) / Massey Energy .......................................... ICN Pharmaceuticals (ICN) / Ribapharm ....................... / International Operations Lucent (LU) / Microelectronics Unit & Avaya ....................... Motorola (MOT) / Propel .......................................... Phillip Morris (MO) / Kraft .......................................... Triarc (TRY) / Snapple Beverage Group ................................. Fresh Foreign Spin-Off Situations: France Telecom (FTE) / Wanadoo (DOO) ....................... Announced Foreign Spin-Off Situations: Diageo PLC (DEO) / Burger King ................................ Institutional Holding ..................................................... NEW FEATURE--Valuation Snapshots.......................... ........ Implied Values ............................................................... Spin-Off Calendar by Date ..........................................................

Updates:

Any recommendation contained in this report may not be suitable for all investors. Moreover, although the information contained herein has been obtained from sources believed to be reliable, its accuracy and completeness cannot be guaranteed. In addition, Spin-off Advisors, L.L.C., a Registered Investment Advisor, and employees of Spin-off Advisors, L. L. C. may hold positions or effect transactions contrary to recommendations mentioned herein. No copy of this report may be reproduced, copied, duplicated or electronically forwarded without the expressed written permission of Spin-Off Advisors, L.L.C. 111 West Jackson Boulevard, Suite 1146, Chicago, Illinois 60604 : Phone: 312-939-8900 : Fax: 312-939-1417 : www.spinoffadvisors.com

2

Spin-Off Equity Research

Company Update AT&T Mulls IPO for Long-Distance Unit

AT&T is considering an IPO for its consumer longdistance unit, according to The Financial Times. Reportedly, AT&T has been studying options for the consumer operations since last month. A successful IPO could distance AT&T (NYSE:T) from its largest, but slowest-growing, business unit. It would also raise billions of dollars and boost investor awareness of AT&T's cable TV operations, and Internet access and telephone services. The Financial Times reported that the company is thought to favor a long-distance tracking stock that it would distribute to existing shareholders, a move that would not require it to cede control of the unit to another party. We would not rule out an outright sale of the long-distance unit. The strong cash flow of the business with 39% EBITDA margins and modest capital requirements could potentially offset the declining top line trends and prove attractive to outside buyers. AT&T appears to be considering ways to unlock value for investors. AT&T has done a number of restructurings in recent years. AT&T undertook the mother of all spin-offs in 1996, splitting into three parts (AT&T, Lucent and NCR). Most recently, AT&T sold a 15.6% stake in its AT&T wireless (AWE) unit. AT&T is expected to distribute the remaining 84% of its stake in AT&T wireless by the end of 2001. AT&T could accomplish this in several ways. They could distribute the wireless assets to existing shareholders, or perhaps pursue a splitoff (an offer to AT&T shareholders to exchange their AT&T stock for stock in AT&T wireless). The latter method seems more probable to us. A splitoff would have the effect of significantly reducing AT&T's share count. Each share of AT&T has 0.595 of AWE embedded ($26 x 0.595 = $15.47 per AT&T share), suggesting that all of AT&T's remaining assets are being valued at $17.90 per share ($33 3/8 - $15.47 = $17.90). We do not believe the market would view another tracker favorably. AT&T had declined some 40% since launching its wireless tracker (which still trades to a discount to the $29.50 IPO price). It sounds like a trial balloon to see what type of financial engineering the market would respond to. AT&T is the largest provider of communications services in the United States. The company holds about 60% of the U.S. long distance subscribers and about 42% of the U.S. long-distance revenues. The company also provides wireless, Internet, cable television, and local services. Its consumer long-distance operations are expected to rake in $20 billion in revenue this year, yielding $8 billion in operating earnings. Long-distance rates have been falling rapidly for several years, damaging AT&T's profit margins. In the first quarter, the consumer and business units reported just 1% combined revenue growth, while EBITDA grew 5% as cost reductions provided some help. AT&T stock has dropped 44% after guiding earnings lower in early May. The consumer side of AT&T generated 32% of revenue and 37% of EBITDA. Revenue was hurt by the elimination of the $3 minimum monthly fee, and pass through access charge reductions. The consumer unit recently implemented a series of new calling plans after the initial plans were pulled following objections from the FCC and consumer groups. The new plans create several new options for basic rate customers. While the pressure in the consumer long distance unit is not surprising, weakness in the business long distance has alarmed shareholders. AT&T recorded only 6.0% revenue growth in the first quarter in its largest unit (45% of revenues), well below company full year guidance of 9 ­ 11% given last December. In May, management adjusted business growth guidance to around 8%. On June 15th, AT&T merged with MediaOne to form the largest cable company in the country, with more than 16 million subscribers. The final purchase price was $44 billion, including $23 billion in cash. In order to receive approval from the FCC, AT&T has agreed to execute one of three transactions. One, they could divest its Liberty Media stake. This action would place a large tax liability on AT&T if spun off prior to March 10th, 2001. Two, AT&T could divest their Time Warner stake, acquired through MediaOne. Lastly, AT&T could sell enough subscribers to bring it within the

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Company Update Avista-Rogue Trader's Actions to Hurt Earnings

On June 21st, Avista (NYSE: AVA) announced that spiraling Northwest power prices coupled with a naked short position in electric energy would contribute to significant losses for the second quarter at the company's regulated utility operation. Avista Utilities is expected to spend approximately 25 percent more for purchased power this year because of sustained price peaks, causing it to lose more than $90 million in gross margin in the second quarter due to additional power costs. If current pricing levels sustain through year-end, additional potential losses of at least $50 million in gross margin could occur. In other words, AVA will report a net loss this year. Most of the losses are being attributed to the actions of a lone trader who ignored instructions to reverse a May to October short position--and doubled down instead. The situation came to light the following week, when the trader (who had taken his own life over that weekend) did not show up for work. At the same time, Northwest power prices began spiking to unprecedented levels. Avista Utilities was already short due to a power plant sale and poor planning. AVA has attempted to close the naked short position, which will be exceedingly expensive. The company has also decided to exit utility wholesale trading. This appears to be wise, since they apparently had no controls in place to identify a $90 million dollar problem. Avista (formerly Washington Water Power) has moved beyond its electric and natural gas utilities to engage in nonregulated and non-energy businesses. Nonregulated operations include energy trading and marketing, fuel cell and other research projects, fiber-optic network construction, local telephone services for businesses, and Internetbased utility bill analysis. Avista focuses on three areas: energy, information and technology. The three companies in the energy group are Avista Energy (a trading and marketing company), Utilities, and Avista Power (nonregulated developer and builder of electric-generating facilities). Next, Avista Communications focuses on providing high-speed data, voice, and Internet

service to commercial customers in Tier 3 and Tier 4 communities with populations under 500,000 in the western US. Avista's fiber-optic business is also part of Avista Communications. Lastly, Avista's technology group houses Avista Labs and Avista Advantage. Avista Labs develops fuel cells, focusing on the residential and small commercial markets. Avista Advantage provides information to commercial utility customers to manage facilities strategically. Avista Utilities generates 1,600 MW of electricity, which is distributed to 300,000 customers in California, Idaho, Oregon, and Washington. It also supplies natural gas to 260,000 customers in those states. For the quarter ended March 31, 2000, Avista's revenues increased by 14% or $169.2 million over the quarter ended March 31, 1999 to $1,382 million. Net Income and EPS for the 3/00 quarter were lower than in the 3/99 quarter. Net income fell by $8.9 million (46%) to $10.5 million. EPS fell by $0.62 per share to a net loss of $0.62 per share. On January 21st, 2000, AVA announced plans to spin off three subsidiaries during the next several years, including its fuel cell unit, Avista Labs. The stock, soared $14 points to $46 a share on the news. The stock peaked out at $68 in late January, and has been on a death spiral ever since. Currently the stock is trading around $17 per share. We believe that the shares will likely mark time until they are able to IPO one or more of their tech subsidiaries. In January, AVA said it planned to spin off its Internetbased billing consolidation unit in the fourth quarter of this year. Further, the company hopes to IPO Avista Labs (fuel cells) some time in 2001 and

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Spin-Off Equity Research

Company Update Intermedia Communications/Digex Revisited

We believe Intermedia is undervalued. The company's shares shot up in early June on rumors that Broadwing would attempt to take over Intermedia. The stock touched $47 on speculation, then slid back when the deal reportedly fell apart. Should a takeover materialize, we suspect that it would be at a substantial premium to the current share price. Intermedia now trades at an implied negative $23 1/2 per share based on their 39.5 million Digex shares held (0.7453x $70.50 = $53.54 ­ $29 = -$23.54/per ICIX share). Intermedia has a market value of $1.53 billion. Digex has a market value of $4.47 billion. We view owning Intermedia as a cheap way to garner exposure to Digex plus you get the Intermedia stub as a "throw-in". If you are less sanguine about the Digex valuation you can create the Intermedia stub synthetically by buying ICIX and shorting Digex. The stub value has averaged a negative $12.69 (versus negative $23 1/2 now) in the last 40 trading sessions. We believe Intermedia is worth buying either as a takeover prospect or a standalone entity. As we discussed last month, this year we have observed a handful of buyouts (Metamor, IPC Communications and Medical Manager) where the parent was trading at a negative value relative to their offspring. Either way, Intermedia is going to be motivated to close the valuation gap between the two securities. network. It has fiber-optic networks in 14 southeastern US cities and a 5,000-mile longhaul microwave transmission system in the Northeast. Intermedia is the majority shareholder of Digex, owning about 39 million class B (supervoting, 10:1) shares, representing about 94% of the voting power and 62% economic interest in Digex. Digex began trading as a standalone company on July 30th, 1999 in a partial IPO at $17 per share.

Intermedia Communications (NASDAQ: ICIX-29 1/16) provides integrated communications services to high-volume business and government customers. It offers local-exchange access and private line phones; high-speed data transmission, Internet access, and Web hosting; long-distance phone services; and customer-premises communications equipment. The competitive local-exchange carrier (CLEC) is developing an Internet protocol (IP)-based backbone to allow data and voice applications to be carried over a single

Recent Results In early May Intermedia Communication reported first quarter revenues of $261.7 million compared to $248.8 million in the previous quarter equating to a 5.2% sequential growth rate. Core telecom revenues (excluding Digex) came in at $233.7 million compared to $227.1 million in the previous quarter, equating to a 2.9% sequential growth rate. In the first quarter, local revenues were $108.5 million, equating to a 1.4% growth rate. This was due to weaker than expected long distance revenues, which declined roughly 8% sequentially. Core telecom revenues were largely driven by the company's 4.4% sequential growth in data revenues and 4.0% sequential growth in Integration services which came in at $86.6 million and $38.6 million, respectively. Gross margins as a percentage of revenues declined to 40.3% from 42.1% in the previous quarter, largely due to the company's accelerated access line growth. Consolidated EBITDA profits were $15.2 million. Core telecom EBITDA profits were $30.3 million compared to $27.9 million in the previous quarter. We expect Intermedia to generate roughly $1 billion in core revenues this year. Core telecom EBITDA profits should come in around $170 million in 2000.

In the first quarter, Intermedia recorded a onetime gain of $841 million for the sale of 10.6 million Digex shares. Roughly $550 million of these proceeds were used to pay down the

Spin-Off Equity Research

5

company's debt. Intermedia spent $134.6 million in capital expenditures and about $33.9 million of these were related to Digex. Pro forma for the pay down of debt, the company had roughly $850 million in cash. Excluding the nearly $11 per-share gain on the sale of Digex stock, Intermedia should post a 2000 loss of $10.75 per share. Digex (NASDAQ:DIGX-$70.50) hosts Web sites and Web-based applications for more than 600 businesses and institutions. Hosted applications include banking, procurement and eCommerce, as well as the new ASP (Application Service Provider) model. Value added services include private networking, intelligent networking (load balancing and caching), enterprise services (firewall management, stress testing and security) and consulting services. Digex clients include Forbes, J. Crew, and Nissan. Among the company's technology partners are Cisco Systems, Microsoft, and Sun Microsystems. Digex operates two data centers in the US and one in the UK that house more than 2,300 company-owned and managed servers. To date, Digex has deployed 3,000 hosting servers on the IP backbone of parent company Intermedia, thus insuring direct access to high-end transport facilities and a presence at all six major Internet peering points. The most direct Digex competitors in the managed services area are IBM, Genuity (without GTE Internetworking), PSINet and Qwest. Other competitors in web hosting include Exodus, Global Crossing's Global Center and the large telcos. Earlier this year Compaq and Microsoft made a $50 million investment each in Digex and launched a strategic relationship. Digex is building scalable web sites utilizing hardware and software technologies from both companies.

Recent Results On May 3, Digex reported a loss per share of $0.41. Revenues totaled $28 million, representing a sequential increase of 29% over the $21.7 million in revenues in the fourth quarter of 1999. The revenue increase was driven by growth in both the number of customers and servers deployed. Digex managed 2,911 servers at the end of the quarter, and increase of 600 servers from fourth quarter 1999, a 26% increase. The total number of customers at the end of the quarter was 637, a 12% increase. During the quarter, average monthly revenue per server increased to more than $3,500, a 6% sequential increase. The average annualized revenues per customer increased to $185,000 from $148,000 in the fourth quarter 1999, a 25% sequential increase. For the quarter, gross profit margin and contribution margin were 86% and 45% respectively, down from 88% and 51% respectively, in fourth quarter 1999. SG&A decreased as a percentage of revenues to 99% for the quarter, down from 108% in fourth quarter of 1999. EBITDA for the first quarter was a loss of $15.1 million. The company exited March 31, 2000 with a cash position of $283.3 million. With a current cash burn rate of $50 million a quarter, the company appears to be funded till early 2001. For the year 2000, Digex is expected to generate revenue of about $150 million versus $59.8 million in 1999 (representing a 150% increase year over year). At the current stock price ($70 ½ - 7/6/00), Digex has a market cap of $4.47 billion. This implies that Digex is trading at 30x their 2000 expected sales of $150 million. This is a premium to the median multiple for hosting companies of about 10.0x. Digex trades at 8.5x the March 2000 book value of $8.22 a share.

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Spin-Off Equity Research

Valuation Snapshot

Intermedia Comm. / Digex

Intermedia Comm. (ICIX)

Current Price Shares Out (000) Market Cap. (000) Enterprise Value Sales 12 Month Trailing Book Per Share $ $ $ $ $ 29.06 53,000 1,540,313 4,262,813 963,000 0.05 813-829-0011

Digex (DIGX) Class-A

Current Price Shares Out / Float Market Cap. (000) Enterprise Value TTM Sales | Price /Sales Book Value | Price /Book $ $ $ $ $ 70.50 63,500 4,476,750 4,138,430 78,000 8.22

240-264-2000 24,000

Insider / Inst. Held Short Int. / ratio 52 Week Range

Shares owned (000) Ratio Per Intermedia Comm. Value Per Intermedia Comm. Intermedia Comm. Stub Value Economic / Voting Interest

42% 12.115

$18.12 - $77.37

95% 4.599

Insider / Inst. Held Short Int. / ratio 52 Week Range

With Digex 1.6 X 531.14 X -2.51 X 28.18 X 78 X Intermedia Comm. / Digex 40 Day Average 40 Day Variance 40 Day St. Dev. 40 Day Correlation

62% 0.773

$14.62 - $184

57.39 X 8.57 X 35%

1.004

Intermedia Comm. ownership of Digex

Without DIGX per share | multiple

Price-to-Sales Price-to-Book Price/Earnings Price/EBITDA Enterpr./EBITDA Spread Relationship $ $ $ (12.68) 37.33 6.11 0.71 -1.4 X 3.86 X 2.36 X -11.35 X 15.88 X

39,500 Price-to-Sales 0.7453 Price-to-Book $52.54 Price/Earnings $-23.47 62% / 94% Price/EBITDA Enterpr./EBITDA

Intermedia Comm. Relationship with Digex Intend to Spin IRS Tax Free Ruling Record Date / Distr. Date Digex IPO Date / Price IPO-Lockup Expires Shares to Distribute / Float No 0 1/0/00 7/30/99 1/0/00 1.6 X

1/0/00 $17

Daily Graph

$200 Value per Share $150 $100 $50 $0 -$50 -$100

02/1 4/00 02/2 9/00 03/1

Implied Intermedia Comm.

Intermedia Comm.

Digex

4/00

03/2

8/00

04/1

1/00

04/2

6/00

05/1

0/00

05/2

4/00

06/0

8/00

06/2

2/00

Spin-Off Equity Research

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Company Update Sara Lee Files for Coach and PYA-Monarch

Coach, the leather goods company, and PYAMonarch, a marketer and distributor of food and related products to restaurants, filed S1's in their first step to separate from parent Sara Lee (NYSE: SLE). Sara Lee will then spin off the remainder of both companies within 18 months after the IPO's. Sara Lee will continue to operate three main divisions: food, household goods and undergarments, and will continue to have more than 100 brands in the portfolio. Sara lee has more than 27 brands with sales in excess of $100 million each. Sara Lee is #1 in the US in frozen baked goods and #1 in the world in packaged meats, with brands such as Ball Park, Hillshire Farm, and Jimmy Dean. It also is tops in the US in intimate apparel and hosiery, with a lineup that includes Playtex and Wonderbra intimates, L'eggs hosiery, and Hanes products. The company also makes household products (Endust furniture cleaner and Kiwi shoe polish) and body care products (sold mainly in non-US markets). Sara Lee's year end was June and is expected to announce year end results on August 3rd. Coach Coach is a designer and producer high-quality leather goods styled in modern and American classic. Products include handbags, men's and women's accessories, business cases, luggage and travel accessories, time management products, leather outerwear, gloves and scarves. Net sales were $507.8 million in 1999. Coach has 106 U.S. retail stores that our forecasted to represent 64% of sales in 2000. Coach plans to list on the NYSE under the symbol "COH". Goldman will be the lead underwriter. The number of shares of the IPO and their price range have not been determined. Coach was founded in 1941 and has been owned by Sara Lee since 1985. The filing did not indicate what Sara Lee's stake in Coach will be after the IPO. On June 20th, The Financial Times, reported that Irish china and glassware maker Waterford Wedgwood is considering bidding for Coach. Details have not been disclosed, but given that Coach'spremium brand name, it would not surprise us if more bidders emerge. PYA-Monarch Is a broadline marketer and distributor of food and related products to restaurants in the Southeastern and Mid-Atlantic regions of the United States. PYA distributes over 38,000 products including dry, refrigerated and frozen foods, paper supplies and foodservice equipment. PYA is the fourth largest broadline distributor. Net sales reached $2.7 billion in 1999. PYA plans to list on the NYSE under the symbol "PYA".

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Spin-Off Equity Research

ANNOUNCEMENT CALENDAR

Announced Company

3COM AMERICAN ONLINE AMERICAN SOFTWARE APOLLO GROUP APPLIED POWER (will be Actuant) AT&T AUTONATION AVISTA AZTEC BELL ATLANTIC BELLSOUTH BRE PROPERTIES CABLEVISION CABLETRON CABOT CORP. CENDANT CENTRAL GARDEN & PET CHRONIMED CIBER CORP. CMGI COMDISCO COMPUTER HORIZONS COMVERSE TECHNOLOGY CONSOLIDATES STORES COPART CYBER-CARE DAISYTEK DAMARK DELIA'S DELTA WOODSIDE DELUXE DIAGEO PLC DUN & BRADSTREET EATON CORP. EMC Corp. FISHER SCIENTIFIC FLUOR FORD GLOBAL CROSSING GLOBAL CROSSING GREAT LAKES CHEMICAL GTE HEWLETT-PACKARD iGATE ICN PHARMACEUTICALS INTELLIGROUP INTERPOOL JC PENNEY KANSAS CITY SOUTHERN IND. KROLL O'GARA LASON LUCENT

Symbol

COMS AOL AMSWA APOL APW (ATU) T AN AVA AZTC BEL BLS BRE CVC CS CBT CD CENT CHMD CBR CMGI CDO CHRZ CMVT CNS CPRT CYBR DZTK DMRK DLIA DLW DLX DEO DNB ETN EMC FSH FLR F GBLX GBLX GLK GTE HWP IGTE ICN ITIG IPX JCP KSU KROG LSON LU

Date

09/13/99 07/06/00 01/25/00 03/28/00 01/27/00 12/06/99 05/25/99 08/02/99 01/21/00 03/30/00 04/04/00 04/05/00 03/29/00 03/16/00 12/22/99 02/10/00 07/9/99 03/20/00 03/13/00 03/01/00 12/17/99 06/17/99 10/18/99 01/19/00 01/27/00 12/17/99 02/29/00 09/21/99

Spin-Off

PALM COMPUTING AOL LATIN AMERICA AMQUEST PHOENIX ONLINE APW Ltd. WIRELESS GROUP AUTONATION.COM ANC RENTAL CORP. INTERNET BILLING PCSI VERIZON WIRELESS WIRELESS UNIT LATIN WIRELESS VELOCITYHSI RAINBOW PROGRAMMING SPLIT INTO 5 COMPANIES CABOT MICROELECTRONICS MOVE.COM LAWN AND GARDEN DISTRIBUTION DIAGNOSTICS UNIT ENTERPRISE SOLUTIONS ALTA VISTA PRISM VENTURE FUND TRACKER eB NETWORKS ULTICOM KBKIDS.COM INTERNET BUSINESS AIR RESPONSE PFSWEB CLICKSHIP DIRECT iTURF

Symbol

PALM AOLA

Type

CO/SP CO TR

APW AWE ANCX TR TR SP CO/SP CO CO IPO/TR SP TR CCMP MOV CO/SP TR SP SP SP ALTA CO CO TR CO ULCM CO CO SP SP PSWB TURF DHA DLA EFDS CO/SP CO/SP SP SP CO/SPLIT CO CO MCDT CO CO SP VC SP IPO/TR CO OSCA A CO CO CO/SP CO CO CO SERA SP SP TR SV SP SP SP

02/09/99 01/31/00 06/22/00 12/15/99 02/24/00 05/31/00 03/08/00 06/08/00 04/14/00 04/19/00 05/23/00 09/20/99 04/10/00 03/02/99 03/07/00 06/15/00 11/04/99 08/09/99 05/18/99 02/03/98 04/18/00 12/20/99 03/01/00

DUCKHEAD DELTA APPAREL eFUNDS BURGER KING MOODY'S AXCELIS TECHNOLOGIES MCDATA ALCHEMATRIX MASSEY ENERGY VISTEON GLOBAL CENTER ASIA GLOBAL CROSSING OSCA GENUITY AGILENT TECHNOLOGIES MULTIPLE UNITS RIBAPHARM INTERNATIONAL OPERATIONS SERANOVA MICROTECH AND POOLSTAT ECKERD DRUG CHAIN STILWELL FINANCIAL SPLIT UP E-COMMERCE AVAYA

Spin-Off Equity Research

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ANNOUNCEMENT CALENDAR

Announced Company

METHODE ELECTRONICS MILLER MIM CORP. MODIS PROF. SERVICES MOTOROLA NATIONAL DATA NETWORK ASSOCIATES NEW YORK TIMES NORTHERN STATES ORCKIT PLAYBOY ENTERPRISES PHILLIP MORRIS PSINET PTEK HOLDINGS RPC SARA LEE SGI SOUTHERN COMPANY SPX CORP. STAPLES ST. JOE COMPANY SYBRON INTERNATIONAL SYMANTEC THERMO ELECTRON TITAN CORP TRANSACTION SYSTEMS ARCHITECTURE TRIARC TYCO VIACOM UCAR WALMART WESTERN RESOURCES XEROX

Symbol

METHA MLR MIMS MPS MOT NDC NETA NYT NSP ORCT PLA MO PSIX PTEK RES SLE SGI SO SPW SPLS JOE SYB SYMC TMO TTN TSAI TRY TYC VIA.B VIA.B UCAR WMT WR XRX

Date

02/23/00 05/13/99 01/20/00 11/09/99 06/27/00 12/21/99 01/31/00 01/28/00 03/29/00 02/10/00 09/28/99 06/26/00 03/28/00 10/28/99 01/14/00 05/30/00 02/26/99 04/17/00 06/05/00 09/15/99 10/27/99 04/24/00 06/10/99 01/31/00 12/29/99 06/02/00 06/22/00 03/10/00 05/06/99 04/18/00 01/07/00 03/29/00 04/27/00

Spin-Off

STRATOS LIGHTWAVE ROADONE INTERNET PHARMACY IT DIVISION / SOLUTIONS UNIT PROPEL eCOMMERCE INTERNET DIVISION NEW YORK TIMES DIGITAL NRG ENERGY TIOGA TECHNOLOGIES PLAYBOY.COM KRAFT CONSUMER UNIT E RESEARCH TECHNOLOGY CHAPARRAL BOAT DIVISION COACH PYA-MONARCH MIPS TECHNOLOGY SOUTHERN ENERGY INRANGE TECHNOLOGY STAPLES.COM FLORIDA EAST COAST IND. DENTAL GROUP INTERNET TOOLS SOFTWARE THERMO FIBERTEK CAYENTA INSESSION TECHNOLOGY SNAPPLE BEVERAGE TYCOM BLOCKBUSTER MTVi GRAFTECH ONLINE BUSINESS WESTAR ENERGY CONTENTGUARD

Symbol

STLW

Type

CO/SP SP SP/CO CO SP CO/TR CO

TIGA PBYI

SP CO CO CO CO SP

COH PYA MIPS INRG SDOT FLA

CO CO CO CP CO TR SP SP CO

TFT CYTA INSX TCM BBI

CO/SP CO/SP CO CO CO CO/SPLIT CO CO CO SP CO

Ziff-Davis {SP} Spin-Off

ZD {CO} Carve-out

ZDNET {TR} Tracking

ZDZ {SPLIT}

SP Split-Off

FOREIGN CALENDAR

Announced Company

ALCATEL CANAL PLUS COMMERZBANK DEUTSCHE TELEKOM FRANCE TELECOM IDS INTELLIGENT DETECTIONS SYSTEMS MANNESMANN AG MODERN TIMES NATIONAL POWER NOVO NORDISK PENINSULAR & ORIENTAL REUTERS REUTERS ROCHE SCOTTISH POWER THIESSEN KRUPP

Symbol

ALA CNPLY CBK_GR DT FTE ISD MNNSY MTGNY NP NVO LSE; PO RTR, RTRSY RTR, RTRSY ROHHY SPI.N THAG

Date

05/04/00 06/10/99 01/25/00 12/14/00 09/23/99 04/18/00 11/17/99 09/09/99 02/03/00

Spin-Off

CABLE AND COMPONENTS CANAL NuMEDIA COMDIRECT DEUTSCHE TELEKOM MOBILENET WANADOO GEO COMMERCE / CADUCEON ATECS METRO INTERNATIONAL POWER UNIT ENZYMES AND HEALTHCARE PRINCES CRUISES INSTINET GREENHOUSE FUND

Symbol

Type

CO

COM_GR DOO

CO CO CO SP CO SP CO SP CO CO SP CO CO

12/06/99 09/17/99 11/ /99

GIVAUDEN TELECOMMUNICATIONS STEEL OPERATION

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Spin-Off Equity Research

Calendar Highlights

Price (07/10/00): Shares Out. Market Cap $8 5/16 16.9M $154 M Parent Central Garden Symbol CENT Listed Options Spin-off Lawn & Garden Symbol Date Announced 03/20/00 Spin-Off Date Summer Tax Exempt Ratio

On June 7, 2000, Central Garden & Pet Company (NASDAQ: CENT) announced that it filed a Form 10 with the SEC, which, when declared effective, would permit the Company to spin off its lawn and garden distribution business to shareholders. After the spin-off is completed, the lawn and garden distribution business would become a separate public company while Central would continue to operate its existing lawn and garden branded products business, as well as its branded pet products and pet distribution businesses. Central anticipates that the SEC review process will take approximately six weeks and that the spin-off would take place in July, at the earliest. Consummation of the spin-off is subject to obtaining all necessary regulatory approvals and final authorization by Central's Board of Directors, among other things. Central Garden & Pet Company is the nation's largest manufacturer, supplier, and merchandiser of consumer lawn and garden and pet supply products. Central's proprietary branded products include Pennington Seed ®, Kaytee ®, TFH ®, Nylabone ®, Zodiac ®, and Four Paws ® pet products, Island ® aquariums, Matthews ® Four Seasons products and Grant's ® ant control products. Central offers its retail and branded manufacturing partners a wide array of value-added services proven to increase sales and profitability, including logistics and distribution support, inventory management, advertising and promotional programs, in-store merchandising service, and sales program development. Central provides about 45,000 products from about 1,000 manufacturers to pet supplies retailers, home improvement centers, nurseries, and mass merchandisers from more than 40 distribution centers in over 20 states. It has grown by buying smaller rivals and expanding its proprietary brand lines, which include Four Paws animal products, AMDRO fire ant bait, Nylabone dog chews, TFH pet books, Norcal pottery, and Pennington seeds.

Listed Options Spin-Off NRG Energy Symbol NRG Date Announced 03/29/00 Spin-Off Date 05/31/00 Tax Exempt Ratio CO

Price (07/10/00): Shares Out. Market Cap

$21 5/16 Symbol 157.1 M Parent $ 3.35 B North. States Power NSP

NRG is an independent power producer. The company was formed in 1989 as a subsidiary of Minnesota-based utility Northern States Power, which IPOd the unit on May 31st at $15 per share. Northern States Power still owns more than 80% of NRG. A pure generation play, NRG appears well positioned to take advantage of the need for new generation in the U.S. and abroad. Besides the sale of energy and capacity, NRG also has landfill gas, resource recovery and HVAC business, which combined, contributed about 25% of revenues in 1999. NRG currently has full or partial ownership stakes in 57 projects with a total capacity of 23,660MW of which net ownership is 13,664MW. U.S. projects are 80% of the portfolio, Australia 10% and Europe 9%. More than two thirds of the plants are gas (37%) or coal (35%) fired. Several of the plants are dual fueled. Parent, NSP still owns 80% of NRG. We do not anticipate a full separation near-term for NRG. With the pending merger of NSP and New Century Energies expected to close soon, pooling restrictions prevent the merged company from doing a full spinout of NRG for two years. NRG is now trading around $18 per share (up 20% from the IPO price), for a market capitalization of $3.24 billion. At this level NRG is trading 24x the $0.75 we think they can earn this year. NRG has a large amount of non-recourse debt on its balance sheet. At year-end 1999, the capital structure was 31% equity, 37% non-recourse debt and 32% corporate level debt. The non-recourse debt portion is expected to increase from $1.1 billion in 1999 ( to about $2.8 billion) as NRG closes pending acquisitions.

Spin-Off Equity Research

11

Calendar Highlights

Price (07/10/00): Shares Out. Market Cap $41 3/16 169.1M Parent $7B NY Times Symbol NYT Listed Options Spin-Off NY Times Digital Symbol Date Announced 01/28/00 Spin-Off Date Tax Exempt Ratio TR

The New York Times (NYSE: NYT) is putting off the launch of its Times Digital assets. The assets include: NYTimes.com, Boston.com, NYToday.com, WineToday.com, GolfDigest.com and Abuzz. The New York Times Company publishes one of the world's most respected newspapers, The New York Times; owns The Boston Globe, 19 smaller dailies, three weeklies, half of the International Herald Tribune, and two newspaper distributors; and has stakes in two paper mills in the US and Canada. The company also operates eight TV and two radio stations and publishes three golf magazines. In addition, it sells classic photos and other products through its Internet Web site, offers wire and photo services, and license. At New York Times Digital (NYTD), the Internet division of The New York Times Company, NYTD is home to The New York Times on the Web and nearly 50 other Web sites, including Boston.com (online home of The Boston Globe) and the Web sites for its parent company's regional newspapers, broadcast properties, and magazines. NYTD, which also owns a stake in TheStreet.com, has one of the largest collections of registered Web users at more than 10 million (its New York Times site is free, but requires registration to track users for advertising purposes, its primary source of income). The Sulzberger family controls the company. The New York Times Co. is unlikely to launch this summer an expected public offering that would create a tracking stock for its Internet assets. Wall Street has widely expected the IPO, registered in January, to be launched in the second quarter of this year. Last month, shareholders of the New York Times Co., which publishes the New York Times and the Boston Globe, approved a proposal to create a new class of common stock to track the performance of its Internet business unit, New York Times Digital. All proceeds from the offering were to go toward the Internet unit, which operates NYTimes.com, Boston.com, NYToday.com, WineToday.com and GolfDigest.com.

Listed Price (07/10/00): Shares Out . Market Cap $22 3/16 157.5 M $ 3.5 B Parent PSINet Symbol PSIX Options Acquired Metamore Worldwide Symbol

Date Announced

Spin-Off Date

Tax Exempt Ratio

On June 16th, PSINet (PSIX) closed its acquisition of information Technology Company Metamor Worldwide after shareholders of each company approved the transaction. PSINet changed Metamor's name to PSINet Consulting Solutions. In March, PSINet had signed a definitive agreement to swap about 0.9 PSINet shares for each Metamor share, for a total of 39.9 million PSINet shares of about $1.9 billion. With the acquisition of Metamor it also now owns about 80% of Xpedior (XPDR), a Web page design consulting company spun from Metamor. PSINet holds two seats on the Xpedior board, and the company operates independently of PSINet. The business of PSINet is hooking businesses up to the Internet. The company's offerings include dial-up and dedicated Internet access, Web hosting, remote access to enterprise networks, and e-commerce services, and it has moved into technology consulting with the acquisition of Metamor Worldwide. Its Transaction Network Services unit operates data networks used in credit card transactions. PSINet has assembled a worldwide fiberoptic network with 600 points of presence (POPs), serving 22 countries in North and South America, Europe, and the Asia/Pacific region. Much of its recent growth has come through the acquisition of numerous small ISPs in several countries.

12

Spin-Off Equity Research

Calendar Highlights ...

Price (07/10/00): Shares Out : Market Cap $22 1/2 104.5 M $2.4 B Parent Sybron Symbol SYB Listed Options Spin-Off Sybron Dental Symbol Date Announced 04/24/00 Spin-Off Date Tax Exempt Ratio

On June 26th, 2000 Sybron International Corporation (NYSE: SYB) announced that earnings for its third fiscal quarter ending June 30, 2000 and its fourth fiscal quarter ending September 30, 2000 are expected to fall short of consensus expectations. The Company expects earnings per share to fall short of consensus estimates by approximately $0.04 this quarter and in the range of $0.04 to $0.06 next quarter. The Company indicated that a number of factors had aggregated to cause this shortfall, including higher interest rates, the strong U.S. dollar and lower than anticipated sales growth in the laboratory business following a stellar performance in the first half. Two cents alone each quarter is attributable to higher interest rates and the strong U.S. dollar. Sales growth for the laboratory business in the second half of this fiscal year now looks like it will be lower than anticipated due to some temporary anomalies. Part of the shortfall is caused by inventory streamlining at a leading OEM and with the Company's research/life science distributors, which is expected to be behind the Company by early in the new fiscal year. Dental sales growth for this year continues to be strong. Sybron International Corporation's subsidiaries design, manufacture and market laboratory products for the life science industry and professional dental consumable products worldwide. Products lines include Sybron Laboratory Products Corporation: Erie Scientific laboratory glass micro-arrays, specialty slides and other diagnostic products, Matrix, Robbins and Molecular BioProducts high throughput screening products. Microgenics drug diagnostic products: Nalge Nunc International reusable and disposable multi-well plates and plastic labware, Richard-Allan histology systems, and Barnstead Thermolyne precision heating and stirring apparatus, and water purification systems for laboratories.

Price (07/10/00): Shares Out . Market Cap

£9.46 1.98 B £18.7 B Parent Prudential Symbol PRU_LN

Listed Options Spin-Off Egg Symbol EGG_LN

Date Announced

Spin-Off Date 06/12/00

Tax Exempt Ratio CO

Fierce competition proliferating from mainstream banks to the Internet has caused Egg's shares to tumble some 8 percent since its flotation 3 weeks ago. The fall follows warnings of a mortgage price war and comes just a week prior to the launch of Intelligent Finance, Halifax's aggressively priced online bank. Egg, set up less than two years ago, achieved a valuation of 1.4 billion euros ($2.1 billion) when it floated, despite pretax losses during 1999 of 150 million euros. The online bank has won more than a million customers with a market leading savings account and credit card. Egg seems to be looking at some very tight competition from a mass of upcoming online banks. Hoping to make profits by the end of next year, Egg will have to come up with new advantages. IF "Intelligent Finance" (online bank of Halifax) could knock Egg off through its new launch of an account paying 5 percent, which matches the rate of First-e, part of UnoFirst, a joint venture between Spain's Terra Networks and Banco Bilbao Vizcaya Argentaria.

Spin-Off Equity Research

13

Fresh Spin-Off Situations Daisytek Completes Spin-off of PFSWeb

Daisytek International (Nasdaq: DZTK), a distributor of computer supplies and professional tape products, and an international provider of transaction management and e-commerce solutions, completed the spin-off its PFSweb (NASDADQ: PFSW) business unit in a tax free spin-off on July 6th. PFSWeb was a carve-out in Dec-99. Shareholders of Daisytek received .81 shares of PFSWeb in the distribution for each share held of Daisytek. Daisytek began trading as a stand alone company on July 7th, and currently is valued at about $5 3/4 per share and a market capitalization of $100 million. Daisytek believes that the spin-off will create shareholder value. However, Elliot Associates, a large shareholder of Daisytek (5.2%), believes a sale of the company to United Stationers (NASDAQ: USTR) would be better. In 1999, United Stationers attempted to acquire Daisytek in a $20 per share all cash transaction. Instead Daisytek rejected the bid and decided to IPO its Priority Fullfillment Services (now PFSWeb). PFSWeb went public with great fan fair on December 2nd,1999, pricing at $17, opening at $35 and trading as high as $52 per share before it got caught up in the e-commerce down draft. Presently, PFSWeb trades at $4, well below its offering price. After Daisytek completes the spin off of PFSweb it appears unlikely that United Stationers would acquire either Daisytek or PFSWeb because it could trigger a large tax expense given that United Stationers had prior contact with Daisytek. However, should a third party wish to enter negotiations with either firm, and had no prior contact, the IRS may allow the tax free divestiture ruling to stand given that the new transaction was not premeditated. Daisytek is the world's top wholesaler of non-paper computer and office automation supplies and accessories, including laser and ink-jet printer, copier, and fax supplies; diskettes; computer tape cartridges; and cleaning kits. Major suppliers include Hewlett-Packard and IBM. Daisytek distributes over 10,000 products to some 25,000 US and overseas retailers. The company uses sophisticated telemarketing, direct mail programs, and electronic commerce technology to market and distribute its products. It then distributes these products through its central "superhub" in Memphis, Tennessee, or through its distribution centers serving the international centers. PFSWeb provides end-to-end transaction management and e-commerce logistics solutions, on an outsourced basis, to companies looking to improve their overall service levels, reduce costs or to address new markets or channels of distribution. PFSWeb provides call center, inventory management, distribution services, credit and collection and returns processing to clients primarily on a fee basis. PFSWeb's call center services include order entry, order tracking and customer service (inbound), outbound telemarketing services and customized reporting of customer and call information. The company also provides invoicing, credit management and collection services, and accounting and systems support. Services are available both domestically and internationally through the company's distribution facilities and call centers in the United States, Canada, Mexico, Australia, Singapore and PFS's operation in Europe. Valuation Currently, Daisytek is trading around $5 3/4 per share. This implies at modest multiples (Price-to-Sales =.10X, Price-to-Book = .54X, 2000 EPS est. $0.87 | P/ E 6X ). We believe the fair value of Daisytek is closer to $10 per share on a stand alone basis implying (Price-to-Sales =.18X, Price-to-Book = 1.06X, 2000 EPS est. $0.87, P/E 11.5X ). In addition, Daisytek management will be conducting a roadshow the week of July 10th, to discuss the new Daisytek and its potential.

14

Spin-Off Equity Research

Fresh Spin-Off Situations Delta Woodside Spins-off Two Units

Delta Woodside Industries (NYSE: DLW) spun-off two of its three subsidiaries. The company divested itself of its Duck Head Apparel and Delta Apparel units while retaining its Delta Mills unit. On June 30, DLW shareholders of record on June 19 received one share of Duck Head and one share of Delta Apparel for every 10 shares of Delta Woodside. Through the spin-offs, DLW hopes to highlight the performance of its Delta Mills unit, whose positive returns have been hampered by the other divisions. This has been the latest in a series of moves designed to enhance the valuation of DLW. In December 1999, the company bought back 5 million shares (at the time 21% of the outstanding stock). KPMG Peat Marwick believes that the transaction would not be taxable. Shares of the company's stock were trading at $2 1/16. This equates to a market capitalization of $48 million (23.3 million shares outstanding). Duck Head Duck Head is a maker of khakis and other pants, shorts, and shirts for men and boys. The company also licenses the Duck Head name for accessories, footwear, eyewear, and hats. Duck Head primarily sells its products in department and specialty stores in the southeastern US. Duck Head also has about two dozen outlet stores in nine states. Duck Head's competitors are The Gap, Levi-Strauss, and Polo. On a pro-forma basis for the year ended June 30, 1999, Duck Head's revenues decreased by $13 million or 15.9% to $70.6 million. The net loss for this period was $47.7 million versus a net loss of $8.4 million last year. Duck Head should have about 2.3 million shares outstanding and trade on the AMEX under the symbol "DHA". Shares of Duck Head closed at $2 ¼ per share on July 3 ($0.23 per share of DLW). This results in a market capitalization of $5.2 million. Delta Apparel Delta Apparel makes knitted cotton and polyester/ cotton T-shirts, tank tops, polo shirts, and sweatshirts primarily for screen-printing. Department stores, distributors, screen-printing companies, and mass merchandisers throughout the US purchase the company's products. Fruit of the Loom, Sara Lee (Hanes) and Tultex are the company's major competitors. On a pro-forma basis for the year ended June 30, 1999, Delta Apparel reported revenues of $106.8 million, a decrease in revenues of $1.2 million (1%) from the period ended June 30, 1998. The net loss for the year was $19.2 million, an improvement of $5.1 million over the same period last year. Delta Apparel should begin trading on the AMEX under the symbol "DLA" and should have about 2.3 million shares outstanding. DLA closed at $9 3/8 per share ($0.94 per share of DLW), for a market capitalization of $21.6 million. Delta Woodside Delta Mills produces a range of cotton, synthetic and blended finished and unfinished woven products that are sold for the ultimate production of apparel, home furnishings, and other products. Delta Mills' primary customers include makers of branded men's and women's apparel, including Levi-Strauss, which uses the company's fabric in its Dockers pants. The company's fabric is also used in work uniforms and military battle dress. Competitors of DLW are Burlington Industries, Galey & Lord, and Milliken. The company's co-founders, Erwin Maddley II and Bettis Rainsford, own 14% and 13% of the company's outstanding common stock. For the quarter ended March 31, 2000, the company's revenues increased over the prior quarter by $4 million or 7% to $62.1 million. Net income and EPS were $7 million ($9.3 million increase) and $0.30 ($0.40 increase), respectively. Compared to the same quarter one year ago, revenues fell by 43% or $47.4 million. Net income and EPS increased by $9.7 million and $0.41 per share, respectively. After the spin-offs, shares of Delta Woodside closed on July 3 at $1 5/8 per share, for a market capitalization of $37 million.

Spin-Off Equity Research

15

Fresh Spin-Off Situations Eaton to Carveout Axcelis Unit in IPO

Axcelis Technologies (NASDAQ:ACLS) a semiconductor equipment maker, is expected to go public on Tuesday July 11th with an initial public offering of 15.5 million common shares (16.2%) in a price range of $20-$22 a share. The company expects net proceeds of $302 million ($347 if underwriters exercise option) if the shares go for $21 each. Axcelis, which is currently a subsidiary of industrial equipment maker Eaton, plans to use most of the proceeds to pay a previously declared dividend of $300 million to Eaton, and for general corporate purposes. After the IPO, Eaton will own about 83.8 percent (80 million shares) of Axcelis, post spin. This means each share of Eaton has 1.1 shares of Axcelis embedded (80M/72.7M= 1.1). This equates to $23 of Axcelis per Eaton share. Backing this amount out of Eaton's stock price suggests the stub is trading at $45 ($68 - $23). Eaton plans to divest its stake about six months after the IPO by distributing its Axcelis shares to Eaton shareholders in a tax-free distribution. Eaton may accomplish this through a split-off, a spin-off or a combination of the two. Axcelis, based in Beverly, Mass., has applied for a Nasdaq listing under the symbol "ACLS". If there is heavy demand for the IPO, an underwriting group comprised of Goldman Sachs, Morgan Stanley Dean Witter and Salomon Smith Barney has an option to buy 2.325 million more shares. Axcelis will have 95.5 million common shares outstanding after the IPO and a projected market capitalization of $2 billion. Eaton (NYSE:ETN) is a global manufacturer of highly engineered products which serve vehicle, industrial, construction, commercial and aerospace markets. Principal products include truck transmissions and axles, engine components, hydraulic products, electrical power distribution and control equipment, ion implanters and a wide variety of controls. Eaton has focused on expanding its businesses in the emerging markets of Asia and Latin America. The company has about 195 manufacturing facilities in 23 countries, but the US accounts for about 75% of sales. Axcelis Technologies makes ion implantation devices. Chip makers use ion implanters to insert electrically charged particles into silicon wafers, changing their conductive properties. Axcelis' other chip equipment includes systems for dry strip, photostabilization, and rapid thermal processing. The company and SEN, its Japanese joint venture with Sumitomo, supply products to 19 of the 20 largest semiconductor makers in the world. STMicroelectronics, Motorola, and Texas Instruments collectively account for nearly 40% of sales. US customers account for about 85% of sales. Semiconductor Cycle Still on an Upswing Despite recent weakness in the semiconductor stock, the upcycle appears well in tact. Bookings are strong, lead times are growing longer and prices are firming. The semiconductor industry is experiencing growth in demand for semiconductors, for the use in PC's, telecommunications equipment, consumer electronics and wireless communication products. According to the World Semiconductor Trade Statistics, worldwide sales of semiconductors were $149 billion 1999. Recent Results In the first quarter ended March 31, 2000, Axcelis produced $143 million in sales a 143% increase over the first quarter of 1999. At the end of Q1, Axcelis' backlog was $166.1 million, as compared to $93.8 million. We believe that 2000 sales for Axcelis will be significantly greater than the $397 million generated in 1999. Axcelis' closest comparable is Varian Semiconductor (NASDAQ:VSEA), itself a spin-off from Varian. Varian has a market value of $2 billion. We are estimating that Varian's CY 2000 sales will approach $750 million. Varian produced sales of $156 million in Q1. This suggests Varian is

16

Spin-Off Equity Research

trading at 2.66x estimated sales. We believe Varian can earn about $2.70 in CY2000, suggesting a P/E of 23.5x. We have produced two very crude models. One with a "conservative" (50% revenue growth assumption) and one with an "Aggressive" revenue guess (75% growth with some margin improvement). If we plug the $21 IPO price into our aggressive model, we find that Axcelis is priced at 2.89x sales, and 29x projected EPS, both in-line with Varian

Conserv ativ e AXCELIS $ 21.00 Rev enues Operating Margins Interest Expense Less: Less: Pre-Tax Incom e Tax Rate Net-Incom e Shares Out. (Diluted) EPS EPS Multiple Price-to-Sales

Semiconductor. With the fanfare associated with an IPO, it would not surprise us if Axcelis traded at a premium valuation to Varian.

Aggressiv e AXCELIS $ 21.00 Rev enues Operating Margins Interest Expense Less: Less: Pre-Tax Incom e Tax Rate Net-Incom e Shares Out. (Diluted) EPS EPS Multiple Price-to-Sales

$

1999 397.00 $ 6.00% $

2000 595.5 15.5% -

$

1999 397.00 $ 6.00% $

2000 694.8 16.5% -

$ $ $

23.82 $ 39.5% 14.41 $ 95.5 0.15 $ 139 5.05

92.30 40% 55.82 95.5 0.58 36 3.37

$ $ $

23.82 $ 114.63 39.5% 40% 14.41 $ 69.32 95.5 95.5 0.15 $ 0.73 139 29 5.05 2.89

AXCELIS Growth Rates $ 21.00 1999 Rev enues $ 397.00 6.0% Operating Margins Pre-Tax Incom e Tax Rate 39.5% Net-Incom e Shares Out. (Diluted) 95.5

2000 50% 15.5% 39.5% 95.5

AXCELIS Growth Rates $ 21.00 1999 Rev enues $ 397.00 Operating Margins 6.0% Pre-Tax Incom e Tax Rate 39.5% Net-Incom e Shares Out. (Diluted) 95.5

2000 75% 16.5% 39.5% 95.5

Spin-Off Equity Research

17

Company Ticker Current Implied Price Shares Out. (000,000) Market Cap (000,000) Enterprise Value (000,000) EPS TTM Estimated / Pro Forma (diluted) TTM P/E 2000E (Diluted) Forward P/E Enterprise Enterprise Value / EBITDA Enterprise Value / EBIT 12 month Trailing EBITDA Per Share EBITDA Multiple EBITDA Margin 12 month Trailing Trailing Sales Price to Sales Gross Margin Operating Margin Book Value Price to Book Turnover's Account Rec. Turnover Current Asset Turnover Working Capital Turnover Returns Return on Average Equity Pre-Tax Average ROA Return on Average Assets Return on Capital Current Ratio Quick Ratio Cash Ratio Cash per share Degree of Financing Leverage (EBIT/EBT) Financing Leverage (Assets/Equity) Debt to Capital Debt to Book Equity Debt to Enterprise Value Liabilities to Equity Interest Coverage Interest Coverage (Earnings) EBIT/Interest Expense

$

JCI PH TRW Average 43.89 $ 51.63 $ 35.94 $ 43.75 72.7 91.9 110.2 124.7 $ 3,190.9 $ 4,744.8 $ 3,960.6 $ 5,455.6 $ 6,221.9 $ 6,492.9 $ 4,750.5 $ 12,875.6

ETN

$

ACLS VSEA AMAT SVGI Average 21.00 $ 58.50 $ 89.31 $ 25.63 95.5 33.7 861.2 35.9 $ 2,005.5 $ 1,973.2 $ 76,913.8 $ 920.9 $ 2,005.5 $ 1,978.8 $ 77,531.7 $ 947.9

$

6.03 $ 7.28 6.57 $ 6.68

4.58 $ 11.27 4.95 $ 10.43

3.16 $ 11.37 3.31 $ 10.86

4.98 8.79 5.08 8.61

$ 10.48 $ 9.97

0.46 $ 45.93 0.66 $ 31.82

$

1.42 8.20

1.24 7.06

1.57 8.05

1.66 9.16

1.41 7.56

38.03 46.46

60.13 0.73 50.92%

56.92 0.91 30.66%

27.38 1.31 58.47%

62.33 0.70 42.15%

1.11

0.55 38.03 10.96%

$ 8,584.8 $ 17,062.6 $ 5,160.4 $ 18,437.0 0.37 0.28 0.77 0.30 27.21% 14.68% 22.26% 18.28% 8.84% 5.39% 11.44% 7.62% $ 32.42 $ 1.35 24.67 $ 2.09 18.47 $ 1.95 25.89 1.69

$ 0.45

481.2 $ 437.3 $ 6,856.0 $ 711.1 4.17 4.51 11.22 1.30 41.10% 39.67% 49.93% 18.28% 8.97% 11.27% 26.45% 2.81% 3.83 $ 5.49 6.87 $ 8.52 6.38 $ 15.79 14.00 1.62

$ 1.91

6.70 3.23 21.15

7.16 4.22 (59.51)

6.45 2.78 4.77

6.74 4.02 (14.81)

3.83 1.83 (4.37)

28.68% 10.98% 9.08% 12.89% 1.18 0.61 0.04 1.35 1.30 3.46 56.26% 128.60% 48.72% 248.43%

20.11% 10.72% 5.01% 12.72% 0.93 0.61 0.06 2.66 1.18 3.87 43.53% 77.10% 26.92% 281.37%

18.20% 15.54% 9.15% 13.64% 2.40 1.11 0.08 0.55 1.11 1.92 27.96% 38.80% 16.63% 91.69%

28.50% 7.70% 3.88% 9.32% 0.79 0.51 0.04 2.09 1.68 5.66 69.68% 229.86% 57.63% 461.96% 1.32 3.82

23.90% 19.21% 19.44% 11.95% 0.70 0.34 0.01 0.03 1.00 1.23 0.00% 0.00% 0.00% 22.95%

6.64 4.34

6.44 6.69

10.20 10.21

2.97 2.46

6.54 6.45

#DIV/0! #DIV/0!

NOTES:

Although the information contained herein has been obtained from sources believed to be reliable, its accuracy and completeness cannot be guaranteed. In addition, employees of Spin-Off Advisors, L.L.C. may have positions in the securities or options mentioned herein. All rights reserved by Spin-Off Advisors, L.L.C.

Te ch no lo Va gi ria es n Se m ic on du Ap ct pl or ie d M at er ia Si ls lic on Va lle y Av G er ro ag up e C om p

1.10 $ 53.18 2.05 $ 28.54 1.63 $ 0.49 54.79 52.31 2.36 $ 1.18 37.84 21.72 53.43 29.37 32.24 40.16 12.98 42.76 10.67 47.42 18.63 43.45 1.82 32.15 14.03% 6.93 2.47 12.88 10.37 87.10% 12.49% 18.47 5.68 8.05 3.83 1.25 2.41 4.15 1.06 1.50 4.78 1.22 1.74 17.54% 13.70% 10.21% 15.46% 2.07 1.25 0.57 2.87 1.00 1.77 2.35% 2.41% 0.28% 76.75% 30.40% 26.96% 20.06% 22.62% 3.37 2.61 1.75 3.92 1.03 1.48 3.15% 2.53% 2.38% 3.07% 3.33 1.85 1.00 4.88 1.10 1.40 1.04 1.55 10.11% 4.55% 11.25% 4.77% 0.80% 2.85% 48.00% 36.93% #DIV/0! #DIV/0! 40.14 36.70 15.66 #DIV/0! 10.75 #DIV/0!

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18

Spin-Off Equity Research

Parent and Comparables

TTM P/E Multiple 12.00 10.00 8.00 6.00 4.00 2.00 ETN JCI PH

Ticker

Spin-off and Comparables

TTM P/E Multiple 10.48 56.00 54.00 52.00 50.00 48.00 46.00 44.00 42.00 40.00 54.79 53.18 52.31

11.27 7.28

11.37 8.79

53.43

45.93

TRW

Average

ACLS

VSEA

AMAT

Ticker

SVGI

Average

EBITDA Multiple

EBITDA Multiple

1.40 1.20 1.00 0.80 0.60 0.40 0.20 ETN JCI 0.73 0.91

1.31 1.11 0.70

40.00 35.00 30.00 25.00 20.00 15.00 10.00 5.00 -

38.03 32.15

18.47 12.88 10.37

PH

Ticker

TRW

Average

ACLS

VSEA

AMAT

Ticker

SVGI

Average

Enterprise Value / EBITDA Multiple

Enterprise Value / EBITDA Multiple

2.00 1.50 1.00 0.50 ETN JCI PH

Ticker

1.42 1.24

1.57

1.66 1.41

40.00 35.00 30.00 25.00 20.00 15.00 10.00 5.00 -

38.03 32.24

18.63 12.98 10.67

TRW

Average

ACLS

VSEA

AMAT

Ticker

SVGI

Average

Price to Book Multiple

Price to Book Multiple

2.50 2.00 1.50 1.00 0.50 ETN 1.35

2.09

1.95 1.69

1.91

16.00 14.00 12.00 10.00 8.00 6.00 4.00 2.00 -

14.00

8.52 5.49 1.62

8.05

JCI

PH

Ticker

TRW

Average

ACLS

VSEA

AMAT

Ticker

SVGI

Average

Price to Sales Multiple

Price to Sales Multiple

0.90 0.80 0.70 0.60 0.50 0.40 0.30 0.20 0.10 -

0.77

12.00 10.00

0.45

11.22

8.00 6.00 4.00 2.00 1.30 5.68 4.17 4.51

0.37 0.28 0.30

ETN

JCI

PH

Ticker

TRW

Average

ACLS

VSEA

AMAT

Ticker

SVGI

Average

Spin-Off Equity Research

19

Fresh Spin-Off Situations OSCA Carved Out of Great Lakes Chemical

Great Lakes offered 5.6 million shares of OSCA (NASDAQ: OSCA), its energy subsidiary, class A common stock in an IPO on June 15, and retained ownership of 8.4 million of OSCA's class B shares. The IPO was for all of OSCA's class A common stock. By retaining the 8.4 million shares of class B common stock outstanding, Great Lakes controls 94% of OSCA's voting power. OSCA's class A common stock has 1 voting right per share; OSCA's class B has 10 voting rights per share. On June 15, the class A shares were priced at $15 ½ per share, for a market capitalization of $217 million. OSCA will use the net proceeds from the offering, about $79 million, to repay indebtedness owed to Great Lakes, with any remainder repaid to Great Lakes as a dividend. OSCA Inc. Founded in 1979, OSCA provides specialized oil and gas well completion fluids, completion services and downhole completion tools to major oil companies and independent exploration and production companies. Through its products and services, OSCA extends the lives of oil and gas wells and increases their productivity. OSCA conducts well completion activities after the drilling and prepares the well to begin production. OSCA operates in three segments: completion fluids (standardized and specially formulated), completion services (sand control, well stimulation pressure pumping, coiled tubing services), and downhole completion tools (to direct the flow of oil and gas into the production tubing and deploy gravel to control the migration of reservoir sand into the well). Major and independent oil and gas exploration and production companies use OSCA's offerings mainly in offshore applications and environments, including deepwater. Competitors of OSCA include BJ Services, Halliburton, and Great Lakes Chemical (GLK) Price (7/5/00) 52 Week Range Shares Outstanding Market Capitalization 3/31/00 Book Value/sh Schlumberger. For the three months ended March 31, 2000, the company's revenues rose 15% (compared sequentially to the quarter ended December 31, 1999) to $26.5 million. During the same period, net income totaled $689 thousand. Great Lakes produces chemicals for a variety of industrial applications. The company is divided into four business units: Polymer Additives, Water Treatment, Performance Chemicals, and Energy Services and Products. Great Lakes produces flame retardants and antioxidants (polymer additives), sanitizers and algicides (water treatment), bromine and fluorine (performance chemicals), and stimulation fluids and reservoir analysis (energy chemicals and services). The company's customers include computer and electronics makers, drug firms, and pool-supply stores. International sales account for a little more than 1/3 of sales. Great Lakes competes against Dow Chemical, DuPont, and Albemarle. For the quarter ended March 31, 2000, the company's revenues increased by $56 million (16.8%) from the same quarter one year ago to $390.2 million. Net income and EPS, however, fell by $2.6 million (8.4%) and $0.01 per share (1.9%) to $28.4 million and $0.52 per share, respectively. Valuation On July 5, Great Lakes closed at $32 1/16 per share; shares of OSCA class A closed at $16 11/16 per share. Great Lakes and OSCA have market capitalizations of $1.75 billion and $233.6 million, respectively. At these prices, Great Lakes' implicit price is $29 ½ per share. Additionally, Great Lakes is trading at about 11.8x 12/00 consensus earnings estimates. Each share of OSCA is worth about $2 9/16 per Great Lakes share.

$ 32 1/16 47 9/16 ­ 26 ½ 54.5 m $ 1.747 b $ 17.73

Fiscal Year Consensus Est. 00 Revenues 1999A Dividend / Yield 3/31/00 Debt / Capital

December $ 2.50 $1.453 b $0.32 / 1% 47%

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Spin-Off Equity Research

Fresh Spin-Off Situations Genuity Opens Below its Offering Price

On June 28, shares of Genuity (NASDAQ: GENU) opened below their expected offering price of $11 per share and closed at $9 13/32. GTE Corp (NYSE: GTE) owned Genuity before the IPO but was forced to limit its ownership to win regulatory approval to merge with local telephone company Bell Atlantic Corp. Genuity plans to use the approximately $1.8 billion of its proceeds from the offering to expand its network and product line and for general corporate purposes. Over the next five years, Genuity plans to spend between $11 - $13 billion to expand its network. Genuity, the business ISP and data carrier of the old GTE, descended from Internet pioneer BBN Corporation, which GTE purchased in 1997. Genuity serves businesses by providing Internet access, transport and transit of data traffic, Web hosting, and e-commerce services. Though the company has over 7,000 customers, AOL accounts for about ½ of revenues. AOL accounted for 52% and 46% of revenues during 1999 and the first quarter of 2000, respectively. The company's competitors include AT&T, Sprint, and UUNET. Genuity's revenues for the quarter ended March 31, 2000 were $247.9 million, an increase of $90.6 million or 57.6% from the same quarter in 1999. The company's net loss increased by $71.2 million (51.4%) to a loss of $209.8 million. BEL and GTE had to spin out GTE's long distance assets to gain merger approval because according to the 1984 Consent Decree, BEL could not own such assets until it gains long distance approval from the FCC in its in-region states. Once BEL obtains approval, it can exercise a low cost option to acquire up to 80% control of Genuity's assets (this must occur within 5 years). The call option provision adds an element of complexity that may cause Genuity to trade at a discount. GTE, the largest non-Baby Bell, and Bell Atlantic, the second largest Baby Bell, will create the largest local phone company in the US after their merger. The new company is named Verizon Communications. Verizon began trading under the ticker of "VZ" on July 3 and closed at $55 per share, for a market capitalization of $149 billion. VZ will provide pro forma statements in mid July and report earnings for the new company on August 1.

Verizon Communications

Following the Bell Atlantic's purchase of GTE, Verizon will be the largest local phone company in the US with 63 million lines in 31 states (33% of the market) and provide the second largest amount of telecom services (behind AT&T). Verizon Wireless, the company's joint venture with Vodafone AirTouch, is the largest wireless provider in the US, with 25 million mobile phone customers and four million paging customers. It is possible VZ will IPO a part of the wireless business some time this year. Verizon also has 4 million long-distance customers. Through Verizon's overseas affiliates, the company has six million wireless customers and four million local access lines. The company's competitors include AT&T, SBC Communications and Sprint. For the quarter ended March 31, 2000, Verizon's revenues increased by $567 million (7%) to $8.5 billion over the same quarter one year ago. The company's net income and EPS were $731 million and $0.46, respectively. When compared to the quarter ended March 31, 1999, net income decreased by $411 million (35% decrease). Similarly, EPS declined from $0.72 (36% decrease) from the quarter ended March 31, 1999. Shares of Verizon are implicitly trading at $54.89 per share, based on Verizon's and Genuity's share prices of $55 and $9 ¼, respectively. At these prices, Genuity is worth about $0.11 per Verizon share.

Verizon Communications (VZ) Price (7/3/00) Shares Outstanding Market Capitalization Fiscal Year

$55 2.7 b $149 b December

Debt / Total Capital Book Value / Share EPS (ttm) Revenue (ttm)

61.41% $ 5.97 $ 2.40 $32,944 M

Spin-Off Equity Research

21

Fresh Spin-Off Situations iGate Completes Mascot Carve-Out

On June 12, iGATE Capital Corporation (Nasdaq: IGTE), a holding company that focuses exclusively on eServices, announced that Mascot Systems Ltd. completed its initial public offering of shares of its common stock on the Bombay, Bangalore and National stock exchanges in India. Mascot Systems, a Web-focused offshore solutions provider, is the first of iGATE Capital's 10 operating companies to file for an IPO since the company's reorganization in March. Mascot was the first IPO carveout in India by a subsidiary of a company listed on the Nasdaq. Mascot Systems (MSCT-India) sold 3 million of the 27 million total outstanding shares at an opening price of 480 rupees (approximately $11.00 U.S.). The day's trading began with the share price of 522 rupees ($11.96 U.S.), hit a high of 600 rupees ($13.75) and closed at 525 rupees ($12.03 U.S.). The proceeds of the issue will be used to expand and upgrade Mascot Systems' existing offshore development centers in Pune, Chennai and Bangalore, acquire property for the company's future expansion plans and for the procurement of capital equipment at its international offices. Mascot Systems currently has 25 Fortune 500 clients and 12 clients that bill more than $1 million annually. As part of iGATE Capital's family of eServices businesses, Mascot Systems and other operating companies have access to iGATE Capital's global resources, including more than 3,000 technology experts, seasoned management and more than 500 corporate customers. iGATE companies collaborate on services, technology, management and client referrals. Currently (7/10/00), Mascot Systems is trading at 380.55 Rupees, which equates to $8 11/16 (a 20% haircut to the IPO price) for a market value of $235 million or about 4.7x estimated revenues. iGATE's remaining interest in Mascot Systems represents about $4.25 in value, or 34% of iGATE'S current $12.50 stock price. Mascot Systems is a provider of solutions for ebusiness, business intelligence, application reengineering, custom solutions and application maintenance outsourcing. Mascot uses its proprietary solutions suite, SmartAPPS(SM) as the framework for its distributed delivery. Mascot Systems has operations in Japan, Germany, the Netherlands, Singapore, Sweden, the United Kingdom and the United States. The company has more than 1,200 employees worldwide. Mascot focuses its services on the finance and banking, retail and distribution, manufacturing, telecommunications and service industries. iGATE Capital, formerly Mastech, provides midsized and large organizations with a wide selection of information technology consultants that offer services including computer network design and development, system conversion, electronic commerce, and maintenance outsourcing. iGATE has reorganized itself as a holding company for businesses focused on Internet services. iGATE manages ten portfolio companies, half of which were grown organically, the rest of which were the result of recent acquisitions. Co-founders Sunil Wadhwani (CEO) and Ashok Trivedi (president) each own 30% of the company. In addition to its portfolio of operating companies, iGATE Capital operates iGATE Ventures, a $75 million fund that aids in the launch and financing of Web-based companies that complement its eServices model. It has investments in companies such as Versata, Brainbench, Xpede and VCampus. On March 7th, the company announced the transformation of the company into a holding entity. The stock experienced a meteoric rise to $77 on the news. Currently the stock trades near 12-month lows as iGATE migrates through transition pains. The recent IPO of Mascot did little to bolster iGATE's stock. We feel much of the retracement in iGATE's stock is

22

Spin-Off Equity Research

attributable to the softening of the U.S. IPO market. It is iGATE's intention to carveout most of their eservices units to capture comparable valuations for those businesses. The ten entities and venture fund are briefly described as follows: Emplifi ­ focuses on enterprise-level Web integration consulting. Comparables include AnswerThink, Sapient. Mascot Systems- is the India offshore operation focused on Web offshore services, proprietary tools, and knowledge repositories. Comparables include Wipro, Infosys and Satyam. Ejiva- focuses on Web-based B2B solutions that concentrate on enterprise customer relationship management (eCRM). Their peer group include eLoyalty and Sapient. Air2Web ­ provides wireless web-based infrastructure services designed to help businesses create and deliver branded applications and content to their customers on wireless devices. Symphoni Interactive ­ focuses on Web-based marketing solutions in the B2C space. Management compares it to a Proxicom type of company. Enterprise Network Solutions ­ focuses on highquality network consulting including strategy, inter-network consulting, systems management, remote network monitoring, network audits, ebusiness and ERP infrastructure support, call

center support, and systems migration. Comparables include Predictive, Greenwich and Lucent Net Care. Red Brigade ­ focuses on a broad suite of Web integration services for the European market. Ex-tra-Net Applications ­ focuses on Web-based eVendor relationship management for vendors of IT services. Peers include Vivant and Niku. iProcess ­ focuses on Web-based offshore processing and support services in areas such as accounting, transaction services, and help desk. IRG Data Management ­ focuses on business intelligence solutions to maximize the value of corporate intelligence output. Peers are Microstrategy and Engage Technologies. iGATE Ventures ­ is iGATE Capital's first venture capital fund, that was formed with $75 million in capital, for launching and financing Web-based companies. Recent Results Historical EPS results are less relevant given the discontinuation of the staffing business. iGATE reported Q100 revenue (from continuing operations) of $85.6 million, a 45% increase year-over-year and 12% sequentially. On an organic basis, revenue growth was closer to 30% year-over-year. Gross margins were a modest 34.5%, compared to 44.5% in Q199. The decrease in gross margin was attributable to administrative costs relating to the transfer of employees, incremental 401 (k) plan costs, and other transitional issues affecting consultants. Excluding discontinued operations, iGATE posted ($0.05) GAAP EPS. Cash EPS was break-even, which excludes depreciation and amortization, equity in

Spin-Off Equity Research

23

Fresh Spin-Off Situations Intelligroup Completes SeraNova Spin-Off

On July 6th, SeraNova (NASDAQ: SERA) began trading as a stand alone company after being spunoff on July 5th, from Intelligroup (NASDAQ: ITIG). Shares of SeraNova were distributed (one for one basis) on July 5th, to record holders of May 12th. Arthur Anderson has issued an opinion letter that the distribution should qualify as a tax-free distribution to Intelligroup sharedholders. The distribution will allow both companies to focus more clearly on their respective businesses and to highlight SeraNova's faster growth. SeraNova began regular way trading opening at $10 5/8. SeraNova is estimated to have 16.2 million shares post distribution (not including an option exercised for 1.6 million and additional options granted under stock plans for an additional 6.5 million shares) valuing Seranova's market capitalization at $172 million. Insiders as a group own 28% of SeraNova. Intelligroup opened on July 6th, at $6.00 per share for a market capitalization of $97.2 million. About SeraNova SeraNova provides Internet services to businesses enabling clients to combine the scope and efficiencies of the Internet with their existing business processes. They design and implement Internet-based software applications that help companies manage procurement, sell products and services, provide customer service, conduct supplier transactions and communicate with their employees over the Internet. SeraNova services include strategy consulting, creative design, technology implementation and maintenance of Internet-based software applications. For the first quarter of 2000, American Express and Volkswagen of America accounted for approximately 38% and 11% of total revenues, respectively. During 1999 six clients represented approximately 50% of revenues. SeraNova reported pro-forma revenues of $39.7 million in 1999, and a net loss of $1.9 million or $0.11 per share. SeraNova does not expect to be profitable until 4th quarter 2000. In addition, SeraNova entered into a loan agreement with Intelligroup for $15.1 million due July 2001. SeraNova does not anticipate its present cashflow from operations to be adequate to pay off the loan and will seek additional debt or equity financing. About Intelligroup Intelligroup, is a global Application Service Provider (ASP) of customized, scalable enterprise and ecommerce solutions to specific industry verticals, including process and discrete manufacturing, retail and professional services. Through strategic alliances Intelligroup provides businesses of all sizes with access to best-of-breed software, including SAP, PeopleSoft, Oracle, Niku, MicroStrategy, and Ariba, and to the world-class infrastructure of AT&T's Ecosystem for ASPs, of which Intelligroup is a founding Platinum member. Intelligroup has operations in the Americas, the UK, Sweden, Denmark, Australia, New Zealand, Japan, India, Singapore and Hong Kong. Valuation SeraNova's reported trailing twelve month (TTM) sales were approximately $48 million as of March00, and first quarter revenues doubled from $7.9 million in 1999 to $16.1 million in 2000. SeraNova TTM Price-to-Sales is 3.3x's, at SeraNova's current price of $9 3/4. Intelligroup's TTM sales as of March00 are approximately $136 million vs $168 for TTM sales as of March-99, a decrease of 19%. Intelligroup's current price-to-book is 2.1x book value post spin-off ($2.79 per share).

24

Spin-Off Equity Research

Fresh Spin-Off Situations Stilwell Financial to Start Trading regular Way on Thursday June 13th

Kansas City Southern (KSU-$89 5/8), following the recent blessing by the SEC, plans to spin-off Stilwell Financial (SV) in a tax-free distribution on July 12, 2000 to KSU common stockholders of record on June 28th. Two shares of Stilwell will be distributed for each share of KSU share. At that time, the KSU stub (the railroad assets) will do a reverse split of 1 ­for ­ 2. This will reduce the total number of outstanding shares of the remaining KSU (without Stilwell), on a primary basis, to about 55.7 million from 111.4 million currently. The new SV shares and the new KSU shares trade on a "when-issued" basis until the distribution on July 12th. We believe the sum of the parts will be valued above $100 per share. Stilwell is comprised of the financial-services entities, which include an 81.5% stake in mutual fund company Janus Capital, which now has about $320 billion in assets under management. Stillwell will also own about 20 million shares (32%) of DST Systems (DST-NYSE-$80 1/8), 85% of Berger LLC ($8 billion in assets), 80% of Nelson Money Managers Plc, and various other equity investments. Stilwell generated over 90% of KSU's income. KSU shareholders will receive two shares of Stilwell for each share held. As such, about 222.8 million shares of Stilwell will be distributed. The gem within Stilwell is obviously Janus, which continues to capture the lion's share of mutual fund assets. Janus accounted for 3.5% of total industry flows in 1998, 16.2% in 1999 and about 33% in 2000 through April. Post-spin-out, KSU will be entirely a transportation company consisting largely of KCSR (Kansas City Southern Railway) and TFM (Transportation Ferrovaria Mexicana), a joint venture with Transportation Maritima Mexican, S.A. de C.V. We are guessing that the railroad is worth $5 to $6 per KSU share, or $10 to $12 post spin (to account for the ratio). We believe the railroad could be susceptible to weakness post spin. This was by far, the longest running spin-off situation we have seen. On February 3rd, 1998, KSU announced plans to spin-off its financial services unit. We originally recommended buying KSU on February 24th, 1998 at $36 3/8 per share. We did not anticipate it would take nearly 2 ½ years to liberate Janus, but feel it was worth the wait. At the time KSU had roughly $70 million in assets under management. Assets have ballooned nearly 5-fold since then. On July 9, 1999 KSU received a tax ruling from the IRA that allowed KSU to spin-off Stilwell on a tax-free basis. But it was not till June 15th, 2000 that KSU's Form 10 was declared effective.

Sum of the Parts Valuation

Our 6-month price target for KSU is $112 per share. This is based on what we believe the two public parts

Kansas City Southern Industries Price (7/10/00) $89 5/8 52 Week Range $94 ­ 37 Shares Outstanding 111.4 M Market Value $9.9 B ROE 1999 31.6%

Book Value/Share (Dec 1999) Price/Book Dividend/Yield Consensus EPS 2000E Fiscal Year

$13.63 6.57x $0.0/0.0% $5.19 December

Spin-Off Equity Research

25

will be worth post-spin when reconstituted. DST Systems (DST $79 1/4) KSU owns 32% of DST Systems. Taking the simple market value of this stake equates to $14.44 per share (ignoring taxes and/or any possible premium for a control block). DST was brought public in November 1995. The company is the #1 information processor for the mutual fund industry (1999 sales of $1.2 billion) , with more than 60 million accounts. DST also offers software, securities processing, and other services to mutual fund and insurance companies. Its Output Technology Solutions unit offers billing and customer management services to cable TV, telephone, and utilities companies. DST Innovis sells billing software to satellite operators. DST has made inroads into other markets through its 50% stake in claims processor Argus Health Systems and wholly owned cable TV software maker DBS Systems. ($79 1/4 x 20.3 million shares / 111.4 million shares of KSU) $1.626 B/111.4 M shares = $14.44 Railroad The new Kansas City Southern will continue to operate through Grupo TFM (80% owned) and Kansas City Southern lines. TFM is Mexico's largest railroad covering 2,400 miles and 80% of the Mexican population. If we value this investment at cost (nearly $300 million), this implies a price of $2.70 per KSU share. We believe the domestic railroad operations can Part Value DST= Railroad= Stilwell= $14.44 $ 5.20 $92.50 $112.14 $( 81.00) $23.14

Sum of Parts Current KSU Price Implied Upside

generate $0.25 per share in 2000. At an average P/E multiple of 10 suggests a value of $2.50 per share. This gives us a ballpark guess of $5 per share total. Rail Value $5.20 /Per KSU share Stilwell Financial The remainder of Stilwell ex-DST is comprised of Janus, Berger, Nelson as well as other minority interests. We expect that these holdings will produce around $4.25 in 2000 EPS (without the DST contribution). Applying a 20 multiple (a modest peer group premium) suggests a market value of $85 per KSU share. Valuing Stilwell based on assets under management suggests a higher valuation is warranted. Janus has nearly $320 billion in assets. Recently, Sanford Bernstein received a buyout offer from Alliance that valued the firm ($86 billion in AUM) at 4.2% of assets. If Janus were assigned such a multiple the company would be worth $13.5 billion. Stilwell owns 81.5% of Janus ($13.5 B x 81.5%= $10.95 B). This suggests Stilwell's stake in Janus alone could be worth $11 billion or $98.75 a share pre-spin ($49 3/8 post spin). Assigning minimal values to Stilwell's other businesses leads us to a round value of $100. If we split the difference

26

Spin-Off Equity Research

Fresh Spin-Off Situations Methode Electronics IPO's 16% of Stratos LightOn June 27th, Stratos Lightwave (STLW) completed its IPO of 10 million shares at $21 (including over allotment for underwriters). Stratos rose $13.125, or 62.5 %, to $34.125 after reaching $56.125 during its first day of trading. This valued Stratos Lightwave at nearly $2.2 billion. Methode Electronics (METHA: OTC) owns 84% of STLW following the offering and plans to distribute its ownership interest in STLW in the next 6 ­ 12 months to shareholders. If the spin is completed at current ownership levels, Methode shareholders would receive 1.52 shares of Stratos for every share owned in Methode. Therefore, at current prices, METHA's ownership in STLW implies $49.50 per METHA share. This means that the stub business is trading at a negative $7.15 per share (42.25 - $49.50 = -$7.15). Further, we would value the core stub in the $9 ­ 11 range, implying a valuation for the company's A- shares of about $60 per share (versus $42 currently). Methode Electronics makes electronic components, including connectors, current carrying distribution systems, and automotive electronic controls. Its products are used by manufacturers of electronic equipment, cars, computers, voice and data communications equipment, industrial systems, aerospace vehicles, and consumer electronics. DaimlerChrysler and Ford together account for about 40% of Methode's sales. Founder and chairman William McGinley controls 20% of the Methode's voting power. Stratos Lightwave makes subsystems and components for fiber-optic networks, including transceivers, connectors, and cable assemblies. These are then incorporated into the optical networking products of companies such as Nortel (27% of sales), Cisco (10%), Alcatel (6%), Agilent, and Lucent. Stratos' subsystems consist of optical transceivers that act as go-betweens, translating and transmitting signals between optical and electronic networks. Stratus generated proforma 2000 (FY April) sales of $74.7 million, up 61%, versus 1999. At the current market cap, Stratus is trading 28x 2000 sales. The IPO netted Stratos roughly $183.8 million, which the company said it will use for general corporate purposes and to pay off $3 million in debt associated with its acquisition of Polycore Technologies Inc. The company also plans to spend $1.2 million on its MP Optical China subsidiary. The company competes in a market dominated by larger players with deep pockets, including Agilent Technologies, Finisar, IBM, Infineon Technologies, and Tyco International.

Valuation Methode Electronics' A

Status Lightwave Price $32.50 x STLW Shares Out x 64.1 M = STLW Market Cap = 2,083 Million x METHA Ownership x 84.0% =Value to METHA shareholders = $1,749 Million Divided by METHA Shares Out 35.5 Million = STLW Value per METHA share= $49.30 + Value of "stub" METHA @1X 2001 Sales $375 M = $10.56 = Value of Stub per METHA share

D G aily raph

$70 $60 Value per Share $50 $40 $30 $20 $10 $0 -$10 -$20

02/1 4/0 02/2 9/0 03/1 4/0

Im M plied ethode

M ethode

S tratos Lightwave

03/2

8/0

04/1

1/0

04/2

6/0

05/1

0/0

05/2

4/0

06/0

8/0

06/2

2/0

Spin-Off Equity Research

27

Fresh Spin-Off Situations Orckit Completes Spin-off of Tioga Technologies

On June 22, Israeli based Orckit Communications (NASDAQ: ORCT) announced the record and payment dates for a stock dividend (one-for-one basis) of all outstanding shares of Tioga Technologies Ltd, its semiconductor operation. The record date for the stock dividend was June 28, 2000 and the distribution date for the stock dividend was June 30, 2000. Trading on Tioga "when-issued" basis began on June 26, at $15. Tioga commenced regular way trade on July 5th, 2000 at $16 1/8. Tioga trades on the NASDAQ under the symbol "TIGA". Each company will have 22.5 million shares outstanding after Tioga's separation from Orckit. Following the spin-off, Orckit will continue to own and operate its telecom equipment and other businesses while Tioga will own and operate substantially all of Orckit's former semiconductor business. Orckit Orckit Communications is a provider of Digital Subscriber Lines (DSL) solutions, which enable incumbent telephone companies (ILECs), competitive local exchanges (CLECs), building access carriers (BLECs) and ISPs to offer high-speed data, video and Internet access services over existing copper wires. Orckit develops, manufacturers and markets a complete family of xDSL solutions supporting ADSL, SDSL, VDSL, and HDSL technologies. The company's products include central office (CO) FastInternet, DSL Access Multiplexer (DSLAM), multi-tenant building (MTU) eDSL inTENcity sytem, and CopperTrunk HDSL systems. The competitors of the company include ADC Telecommunications, Aware, and Westell. Tioga Technologies Tioga Technologies (previously called Tickro) is a provider of standard and customizable integrated circuits (ICs) for broadband communications applications. Tioga's digital subscriber lines (DSL) chips enable the digital transmission of voice, video and data over standard telephone lines. Tioga develops chips for a range of DSL technologies including ADSL/G.lite, HDSL, SDSL, HDSL2 and VDSL. Second Quarter Financials On July 5th, Orckit announced that for the second quarter ended June 30th, that revenues will be approximately $17.0 million, significantly lower than market estimates or $30 million as parts supplier Fujitsu suffered production problems. Orkit will report a loss of between ($1.60) and ($1.70) per share, or ($0.48) vs street estimates of ($0.25) after taking into consideration a one time charge of between $25million to $28 million ($1.17). It expects most of the charges to be of a non-cash nature that will include write-offs of acquired in-process research and development related to the EDSL Networks acquisition. Orkit will also take a charge for inventory obsolescence related to former generation DSLAM components, a one time accelerated pay-back charge covering all amounts due to the Israeli Chief Scientist Office, and other expenses related to the Tioga Technologies spin-off. Valuation On July 5, Orkit shares closed at $18 9/16 for a market capitalization $417 million and $16 per share for Tioga for a market capitalization of $360 million preearnings announcement. Shares plunged on the news from $18 9/16 to $14 3/4, down 20% as Orkit expects to lose around $0.25 per share nearly half of the $0.48 per share announced excluding one time charges. While we believe Orkit holds potential, their credibility has been tarnished on the street after their pre-earnings announcement. We also find it interesting that management's announcement came the day after the distribution of Tiago. At best we would rate Orkit neutral until some credibility is re-established.

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Spin-Off Equity Research

Recently Announced Spin-Off Situations AOL to Carve-Out AOL Latin America

On July 6, the Latin American arm of America Online, the world's largest Internet provider, said it expects to net $374 million in its initial public offering and continue connecting into other countries. America Online Latin America Inc. said in an amended prospectus filed with the U.S. Securities and Exchange Commission it plans to sell 25 million shares of Class A common stock in a projected range of $15-$17 per share. AOL-LA, which is based in Fort Lauderdale, Fla., launched AOL-branded interactive services in Brazil in November 1999 and said it will offer them in other countries after launching services in Mexico and Argentina this fall. America Online Latin America offers Internet access and Spanish and Portuguese versions of AOL features such as Web communities, e-mail, and instant messaging. The company launched its first country-based service in Brazil in late 1999 and plans to follow with services for Mexico, Argentina, and other Latin American countries. America Online Latin America is a joint venture of America Online and Cisneros Group, one of Latin America's largest media firms. In an attempt to expand its foothold in Latin America, AOL-LA has entered into a strategic marketing alliance with Banco Itau SA , one of the largest banks in Latin America. It will issue 31.7 million Class A common shares to the bank in exchange for a commitment to achieve various subscriber revenue levels during a five-year period. AOL-LA's principal stockholders are AOL and the Cisneros Group, one of the leading media groups in the Americas. AOL will control 49.51 percent of the voting power of AOLLA's capital stock, and the Cisneros Group will control 47.54 percent of the voting power, the filing showed. AOL contributed $15 million to its Latin American arm in June and has agreed to contribute another $35 million by the end of the year. AOL-LA plans to use the net proceeds to expand its interactive services and telecommunications network capacity, capital expenditures and for working capital and general corporate purposes. In the nine-month period ended March 31, its revenues were $5.2 million with a net loss of $51 million. In the event of heavy demand, Salomon Smith Barney, Donaldson, Lufkin & Jenrette, Lehman Brothers and Cazenove & Co., the underwriters managing the IPO, have been allotted 3.75 million additional Class A shares. After the IPO, there will be about 260.4 million shares outstanding in the company, giving it an initial capitalization of about $4.17 billion, based on a $16 per share median price. AOL-LA has applied for a Nasdaq listing. The proposed ticker symbol is "AOLA". AOL will retain 101,858 million Class B shares (supervoting 10:1). This stake would be worth $1.63 billion based on the projected IPO price. This equates to only $0.70 per AOL share ($1.63 billion/2.29 billion AOL shares out). It is unlikely that this relatively small position will influence the parent's stock in any way. America Online (AOL) is the world's #1 provider of online services (23 million subscribers). Its CompuServe Interactive Services subsidiary lengthens its lead with more than 2.7 million additional subscribers. AOL's agreement to buy entertainment giant Time Warner will make the company a media powerhouse. The company also owns the Netscape Netcenter portal and Netscape Communicator software (including the Netscape Navigator browser), and has entered into a joint venture with Sun Microsystems (dubbed the Sun-Netscape Alliance) to develop ecommerce software. AOL bolsters its Web presence through its AOL Instant Messenger, AOL.com portal, Digital City, and AOL MovieFone properties.

Spin-Off Equity Research

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Recently Announced Spin-Off Situations Fluor Announces Plan to Spin-Off Massey Energy

On June 8th, Fluor (NYSE:FLR) announced that it is being reorganized into two publicly traded companies, which will concentrate on engineering and construction and on coal mining. Fluor's Board has agreed to a reverse spinoff of its E&C business into a new public company. The old Fluor will become Massey Energy Corp and contain the assets of Fluor's coal business. Shareholders will get one share of the new company for each share owned of the old Fluor. The deal is expected to be completed by the end of calendar 2000 assuming shareholder approval, debt refinancing and a favorable IRS ruling. The engineering and construction company will include current business units Fluor Daniel (engineering, procurement, and construction projects worldwide in 15 industry sectors), Fluor Global Services (equipment rental and temporary staffing), and Fluor Signature Services (administrative and support services). Fluor is expected to file a Form10 with the SEC in 30 to 60 days. Fluor Corp. is a leading engineering & construction firm that serves process, industrial, power, government, and diversified service clients. The E&C business contributed 90% of Fluor's revenues in 1999, with A.T. Massey contributing 10%. Geographically, FLR's backlog is in the United States (55% in 1999), Europe, Africa and the Middle East (12%), Asia-Pacific (11%), and the Americas (22%). For the fiscal year ended October 31, 1999, the coal business--A.T. Massey--reported assets of $2 billion with an operating profit of $147 million on revenues of $1.1 billion. For the same period, Fluor Corp. reported assets of $4.5 billion with operating profits of $399 million (excluding a special provision) on revenues of $12.4 billion. A.T. Massey Coal Business The coal business in not held in high regard by shareholders. The coal-pricing environment has been tough due to an oversupply of coal. The current competitive landscape is the result of the U.S. coal industry losing the European export market to Australia (due to a weak Aussie dollar), soft steel production, environmental pressures, and higher transportation costs. This backdrop has restrained investor interest in FLR. In addition, the Justice Department is now backing the Hayden ruling on strip mining, which could block Massey from mining certain sites after the next several years, if not overturned on appeal. The coal business has dragged down the valuation for FLR. Prior to the spin announcement Fluor was valued at an EV/EBITDA multiple of only 5.0x. To try to remedy this, management decided to pursue a reverse spinoff. At the time of the spin, investors will receive one share of Massey Energy (previously known as A.T. Massey Coal) and one share of Fluor (the E&C business). This will enable Fluor to leave the coal business' debt with A.T. Massey. This will likely enable the E&C unit to receive an "A" rating and A.T. Massey will probably still be investment grade. Management suggested that it might keep as much as $500 million of debt with the coal business and move between $150 ­ 250 million of debt to the E&C company. The coal business debt to cap ratio should remain below 50%. It is expected that both companies' capex requirements should be in the $150 - $200 million range going forward. Recent Results Fluor reported fiscal Q200 results (April) of $0.68 versus $0.62 last year, ahead of the Street's $0.65 estimate. However, the quarter contained two one-time items. A $19 million charge in Fluor Global Services clipped reduced reported results by $0.25, and an $18 million credit added $0.23, thus producing a net onetime charge of $0.02 per share. A.T. Massey continued to disappoint, as the unit's contribution to Fluor's operating income declined sequentially and year over year. Revenues as a whole fell 17.3% year over year to $2.6 billion. Sales at Massey increased 3.4% year over year to $262.1 million and Fluor had $5.2 million in sales from the Signature Services division. But these gains were not able to offset the declines at Fluor Daniel and Global Services. Fluor Daniel's sales decreased 22.9% to $1.6 billion. Fluor Global Services sales declined 9.4% year over year to $682.0 million.

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Spin-Off Equity Research

Recently Announced Spin-Off Situations ICN Pharmaceutical Plans Two Carve-Outs

On June 15, ICN Pharmaceuticals (NYSE: ICN) announced plans to divide into three separate publicly traded companies. ICN has been on our watch list since March 2000. The company believes that the restructuring would unlock the value of the components, allow each to focus on its core competencies and provide greater transparency to enable investors to value each of the parts against a universe of comparables. The three proposed companies are 1) Existing ICN, 2) a new biotech company (Ribapharm), and 3) a new international company. Although each company will have separate management teams and boards, Milan Panic, chairman and CEO of ICN Pharmaceuticals, will be chairman of all three companies and CEO of ICN Pharmaceuticals. Investors, who were disappointed with the plan, wanted a more complete split of ICN into independent units. Shares of the company fell $6 13 /16 (20%) to $27 ½ on the news. Existing ICN will retain pharmaceutical operations in North and Latin America and own a majority interest (at least 80%) in the two newly formed companies. ICN will continue to trade on the NYSE. The company will have about 1,700 employees and 8 manufacturing sights, with approximately $307 million in revenue on a 1999 pro forma basis. Ribapharm will own a library of 3500 nucleosides, receive the royalty stream from ribavirin (ICN's drug for Hepatitis C), conduct all R&D operations, and own California facilities. The new international company will include operations from Eastern and Western Europe plus the Pacific Basin. ICN International will be headquartered in Moscow, have about 12,600 employees and 13 manufacturing sites. In conjunction with the announcing the reorganization plan, ICN filed an S-1 registration ICN Pharmaceuticals (NYSE: ICN) Price (7/5/00) $ 29 9/16 52 Week Range 16 9/16 ­ 35 13/16 Shares outstanding 79.5 M Market Capitalization $ 2.35 B Dividend / Yield $0.29 / 1.01% Book Value / Share $ 8.86 statement with the SEC relating to the proposed initial public offering of shares of Class A common stock of Ribapharm. Ribapharm intends to use the proceeds to prepay a note the company issued to ICN, to expand and fund research, and to use for general corporate purposes, working capital requirements and possible acquisitions. While ICN has not specified the number or price of Ribapharm shares, ICN estimated that the offering would raise approximately $250 million. According to the S-1, Ribapharm had $54.9 million of total assets as of the quarter ended March 31, 2000. Revenues and net income for the quarter were $34.3 million and $11.2 million, respectively. Revenues and net income increased year-over-year by 111.5% and 125.2%, respectively. Furthermore, ICN expects to make an offering of the common stock of ICN International by the end of calendar year 2000. ICN intends to apply for listing of ICN International on the Budapest Stock Exchange and secondarily on the London Stock Exchange. ICN's largest shareholder, Heartland Advisors, is renewing its efforts to change ICN's management after ICN announced a restructuring plan. Heartland wants a new chief executive to lead its US operations, which would enable Milan Panic to focus on the company's European business. Heartland also believes that ICN's carving out 20% of Ribapharm and ICN International is not enough to boost ICN's share price. ICN's second largest shareholder, Special Situation Partners, said that ICN's proposed changes are "mostly cosmetic" and "won't change anything." In addition to the incompleteness of the separation, Special Situation believes that ICN's bondholders will not approve the reorganization because of the proposed transfer of the royalties from ICN's hepatitis drug to Ribapharm (the principal source of ICN's cash flow).

Fiscal Year ROE EPS (ttm) EPS 2000 Est. P/E Ratio (ttm) P/E Ratio (2000 est.)

December 18.64% $ 1.52 $ 1.71 19.5x 17.3x

Spin-Off Equity Research

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Recently Announced Spin-Off Situations Lucent Announces Second Spin-Off

Lucent Technologies (NYSE: LU) has announced that the company will spin-off its Enterprise Networks Group. However, Lucent may not stop with spinning-off only one division. The company may possibly spin-off part of its Microelectronics unit. Although Lucent has not commented on the possibility of a Microelectronics spin-off recently, the company historically has said that they would not divest the unit. After a revenue shortfall in January, Lucent management has spent the last two quarters restructuring the company. For the year, shares of Lucent are down about 27%. The spin-offs would free capital and help Lucent to focus on optical systems and Internet routers. Lucent, itself a spin-off from AT&T, is the US largest maker of telecommunications equipment and software. Its products range from business communications systems to integrated circuits, switching and transmission equipment, and wireless networks. Lucent also makes digital signal processors and telecommunications power systems. Additionally, Lucent is a supplier for the personal communications services market. Currently, Lucent reports revenues in three divisions: Enterprise Networks (20% of sales), Microelectronics and Communications Technologies (16%), and Service Provider Networks (64%). During fiscal 2000, Enterprise, Microelectronics, and Service Providers have grown revenues by about 9%, -2% and 27%, respectively. Avaya Communications Lucent will spin-off its Enterprise Networks Group as Avaya Communications during September 2000. Avaya is Lucent's low growth, low margin enterprise business that generated 20% of Lucent's total revenues but only about 5% of total operating income. Avaya had $8 billion in fiscal 1999 sales and 34,000 employees. In September, Lucent will recognize a one-time restructuring charge related to Avaya's reorganization. Once on its own, Avaya will be able to make acquisitions and investments and to develop its eBusiness communications solutions. Lucent is not expected to do a simultaneous IPO at the time of the spin. The company will compete against companies such as Nortel Networks and Siemens AG. Microelectronics Unit Lucent's Microelectronics Unit makes computer chips, lasers, and other components used in optical communication systems. The unit has four main businesses: Semiconductors/Integrated Circuits, Optoelectronics, fiber optic cable and power systems. Of these four, Lucent has already announced that it will sell the power systems unit, which generated about $1.2 billion of fiscal 1999's revenues. Lucent will most likely spin-off two of the remaining divisions, the Semiconductors/Integrated Circuits and Optoelectronics, as one company. These two units generated $3.5 billion in sales in fiscal 1999 and are estimated to grow by about 25% during fiscal 2000. Lucent Technologies After the spin-offs, Lucent will still have its Service Provider Networks as well as its fiber optic cable division from the Microelectronics Unit. The company will continue to be a maker of phone, data and wireless equipment plus a maker of fiber optic cable. The Service Provider generated 64% of revenues and 84% of operating income during fiscal 1999. The optical fiber and cable is estimated to have generated revenues of about $1 billion. In addition to focusing on manufacturing high-end products and system integration, Lucent hopes to lower costs and production times by outsourcing some of its manufacturing.

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Spin-Off Equity Research

Recently Announced Spin-Off Situations Motorola to Carveout Propel in IPO

As we suggested in our June issue, Motorola plans to IPO a stake in its international wireless communications services business. On June 27th, Motorola (NYSE:MOT) announced that its wholly owned subsidiary, Propel, Inc., filed a registration statement with the U.S. Securities and Exchange Commission for the initial public offering of up to 20% of Propel's common stock. Goldman, Sachs & Co. and Morgan Stanley Dean Witter will be joint managers of the offering. Propel is part of Motorola's Network Management Group. Propel, through its 17 operating companies, is an international provider of wireless communication services. Propel develops, operates and owns interests in wireless communications businesses in targeted markets throughout the world. Its operating companies currently offer wireless services in Mexico, Israel, Hong Kong, Egypt, Argentina, Brazil, Lithuania, Jordan, Chile, Dominican Republic, Pakistan, Uruguay and Azerbaijan. Those companies provided cellular service to about 7.6 million subscribers as of March 31, according to a filing. Propel's share of total revenues from the operating companies was $1.2 billion in the year ended December 1999. Motorola plans to divest its entire interest in Propel to its stockholders and expects to complete the action within a year of the offering. The company is expected to trade on the NASDAQ as "PRPL". Motorola is a leading provider of semiconductors, wireless communications, advanced electronic systems, components, and services. Motorola's major equipment businesses include two-way radios, cellular telephones, paging and data communications, personal communications and cable modems. In 1999, Motorola purchased General Instrument in a stock deal valued at more than $11 billion. The Motorola (MOT) Price (7/5/00) 52 Week Range Shares Outstanding Market Cap Revenues 1999A merger gives Motorola access to the high-growth broadband market through cable boxes. Motorola was one of the principal financial backers of Iridium, which recently declared bankruptcy. The company has taken charges of about $2.5 billion for Iridium. Motorola has backed a sales estimate of nearly $40 billion for 2000. EPS guidance by the company is for $1.05. Management has previously indicated Q2 operating margins should be around 4%, and grow to 10% by Q4. The company is expected to release Q2 results on July 12th. MOT is expected to earn $0.23 in the second quarter. Through its purchase of General Instrument, MOT owns about 63% of Next Level Communications (NASDAQ:NXTV). Next Level is a leading provider of converged services via digital subscriber line (DSL). IT is also doing this using ATM over VDSL to provide voice, video, and data over the same twisted pair copper lines currently used for telephone. Propel owns stakes in 17 mobile phone operators in 13 countries. Propel's subsidiaries and affiliates operate in Asia, Eastern Europe, Latin America (including five firms in Mexico), and the Middle East; the company has 2.8 million proportionate subscribers. Propel's wireless operators -- launched independently between 1985 and 1998 -- were typically formed as partnerships between Motorola and local partners or international telecom carriers. As a vendor of wireless network equipment, Motorola created Propel in 1999 to reduce competitive conflicts against its own customers. In 1999, Propel generated revenues of $382.9 million, an increase of 69% from $226.3 million in 1998. The company lost $43 million in 1999. Propel's proportionate share of aggregate revenue and EBITDA of their operating companies was $1.247 billion and $202.5 million in 1999.

$30 ¼ $62 ­ 27 2.267 B $68.5 B $31 B

Dividend/Yield EPS 99A EPS 00E Return on Equity 99 Fiscal Year

$0.18/0.5% $0.67 P/E= 45x $1.05 P/E= 28.8x 12% December

Spin-Off Equity Research

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Recently Announced Spin-Off Situations Phillip Morris may IPO Kraft in early 2001

Phillip Morris reached an agreement to purchase Nabisco Holdings for $14.9 billion plus the assumption of $4 billion in debt, or $55 per share. The $18.9 billion transaction will create one of the largest and most profitable food companies under the Kraft company name. The price reflects the following multiples on 2001E: 31.3x EPS, 22.8x cash EPS, 1.9x sales, 11.8x EBITDA, 17.1x EBIT. Phillip Morris is also considering an IPO of Kraft in early 2001 for less than 20% of the global food company. Kraft's pro forma revenues and EBIT will be $35 billion and $5 billion respectively. The acquisition is expected to be completed by October 2000. We believe the purchase of Nabisco Foods, and the intent to carveout its post-acquisition global food operations via an IPO, is an indication that MO could be moving toward a full separation of its food and tobacco operations. The company intends to finance the transaction with short-term borrowing and bank debt, and expects to maintain its current credit rating. Proceeds from the IPO will be used to retire debt incurred as a result of the Nabisco Holdings acquisition. Nabisco Holdings (NYSE:NA) which makes Ritz crackers, Snackwell's , Oreo cookies and Life Savers candy is 80.6% owned by Nabisco Group. Nabisco Group said that after shedding the Nabisco Holdings unit, what remained of the group (essentially cash from the Nabisco sale) would be sold to R.J. Reynolds for $9.8 billion. In effect, RJR is purchasing about $11.8 billion in cash for $9.8 billion. As a result, RJR will realize net cash proceeds of approximately $1.4 billion. RJR is able to purchase NGH at a 17% discount to its cash value because of NGH's potential tobacco liability (arising because it once was the parent company of a tobacco manufacturer). As a result, NGH has consistently traded at a discount to the value of its primary asset (its stake in Nabisco Foods). However, unlike any other potential purchaser of NGH, it will incur no incremental liability by buying NGH. Philip Morris is the world's largest tobacco firm; it controls about half of the US tobacco market. Its Marlboro name is one of the world's most valuable brands. The company also makes such brands as Benson & Hedges, Parliament, and Virginia Slims. About 40% of Philip Morris' sales and one-third of its profits come from its food and beer subsidiaries. Its Kraft Foods unit is the #2 food company in the world (after Nestle) and #1 in the US, with such leading brands as Jell-O, Kool-Aid, Maxwell House, Oscar Mayer, and Post cereals; Philip Morris' Miller Brewing is the #2 US brewer, after Anheuser-Busch.

For more than a decade, Kraft Foods has been hidden from investor's eyes. We have long argued that the tobacco business's exposure to crippling legal bills has obscured investors' ability to value the food company properly. MO shares price at times implied a negative valuation for the tobacco business when using normal food industry multiples for Kraft's assets. Early next year, post IPO, investors will be forced to value Kraft on its own merits. The new Kraft could command a market value of perhaps $60 billion, based on its $35 billion in revenues and $5.5 billion operating income. Freed from RJR last May in a spin-off, Nabisco had operating margins of just 10.7% last year, compared with Kraft's 16.4%. Phillip Morris should be able to raise Nabisco's profit margins, and reap meaningful synergy benefits for the combined company. Cost savings are forecast for $170 million, $400 million, and $600 during 2001, 2002, and 2003, respectively. Given these anticipated cost savings, we believe the transaction could add a point to MO's operating profit (8% to 9%) and goose the EPS growth rate from 13% to 14%. At the current stock price ($28) MO has a market value of $64 billion. At the end of 1999 Phillip Morris Debt/Cap ratio stood at 41.5%. Return on equity was an astonishing 48% last year. In addition the company is yielding 6.8%.

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Spin-Off Equity Research

Recently Announced Spin-Off Situations Triarc Plans IPO of Snapple Beverage Group

Triarc Companies, Inc. (NYSE: TRY) announced on June 22nd, that its subsidiary Snapple Beverage Group, Inc., has filed a registration statement for an initial public offering of its common stock with the Securities and Exchange Commission. Snapple Beverage Group will own Triarc's premium beverage business Snapple, Mystic and Stewart's and its soft drink concentrates business Royal Crown, Diet Rite, RC Edge and Nehi. Snapple plans to list on the New York Stock Exchange under the symbol "SNP" and expects to complete the offering for October of 2000. The company filed to sell $100 million of Snapple shares at a price to be determined. Assuming the carveout goes through, Triarc will then seek to spin off the remaining Snapple shares in a tax-free transaction. Michael F. Weinstein, currently Triarc Beverage Group's Chief Executive Officer, will be Snapple's Chief Executive Officer. Nelson Peltz, Triarc's Chairman and Chief Executive Officer, will be the Chairman and Peter W. May, Triarc's President and Chief Operating Officer will be Vice Chairman. The other senior officers of the new company will be the current senior officers of the Triarc Beverage Group. The Snapple Group will be headquartered in White Plains, N.Y. Snapple Beverage Group is a beverage company and supplier of concentrates for private label carbonated soft drinks in North America. According to A.C. Nielsen data, Triarc's 1999 premium brands had the leading share (33%) of U.S. premium beverage sales volume in convenience stores, grocery stores and mass merchandisers. The company also owns the Royal Crown carbonated soft drink brand, the largest national brand cola available to the independent bottling system. For the three months ended April 2, 2000, Snapple Beverage Group had pro forma revenues of $170.6 million and pro forma EBITDA of $19.2 million, an increase of approximately 5.5% and 35.2%, respectively, compared with the three months ended April 4, 1999. For the twelve months ended January 2, 2000, the company had pro forma revenues of $773.9 million and pro forma EBITDA of $100.7 million, an increase of approximately 5.1% and 6.2%, respectively, compared with the twelve months ended January 3, 1999. Interest expense would have been $51 million.

Snapple has been passed around like a bag of Doritos. Snapple went public in the early 90's and was eventually acquired by Quaker Oats for staggering $1.7 billion. Sales of Snapple dropped precipitously under Quaker as it ran into marketing and distribution problems. Quaker threw in the towel and sold it to Triarc in 1997 for a measly $309 million. Triarc plans a restructuring contingent on the Snapple stock offering. Triarc will retain its slower growing Arby restaurant franchise, but give Snapple all of Arby's $11 million in existing cash, plus another $178 million that Arby intends to borrow. After the proposed IPO, Snapple will retain roughly $475 million in debt, which eclipses the company's $75 million in shareholder equity.

Triarc (TRY) Price (7/10/00) 52-Week Range Shares Outstanding Market Capitalization Fiscal Year

$21 1/2 $22 3/4 - 16 13/16 25.1 M $539.6 M December

Debt/Capital EPS 1999A Revenues 1999 Dividend/Yield 200 EPS Ests.

122.39% $0.39 $853.97 M $ 0.0 / 0.0% $0.55, P/E 39x

Spin-Off Equity Research

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Fresh Foreign Spin-Off Situations France Telecom a Treasure Chest of Carve-Outs

France Telecom (NYSE: FTE) plans to carve-out its Internet division. Wanadoo will be listed on the Paris Bourse under the ticker "DOO" on July 19th, 2000. Approximately 100 million shares will be offered which is between 9-10 percent of the float. Wanadoo is expected be valued at 20 billion euros ($18.8 billion). Wanadoo, which groups France Telecom's internet access portal and online services such as directories and route mapping services, is the latest European internet carveout to go public. The Wanadoo offering is expected to raise almost 2 billion euros would value the company on the low side of analysts' estimates, which ran from 23 to 31 billion euros. Wanadoo, ranks first in France with 1.5 million subscribers and also serves some 820,000 customers in Belgium, Denmark, Morocco, the Netherlands, and Spain. Based on the expected market cap of Wanadoo, it appears that each subscriber is valued at 8,695 euros (20 billion /2.3 million subscribers = 8,695 euros ($8,173) per subscriber). Other Wanadoo operations include localized portals in several countries (Voila), online bookstore Alapage.com. Wanadoo is following the European ISP trend and rolling out no-fee Internet access (though customers still pay for metered local phone charges). Wanadoo reported a net loss of 1.9 billion euros in 1999 and is not expected to show a profit before 2003, largely because of the cost of investment and acquisitions to boost its international presence. Wanadoo's Pro forma 1999 sales were around 800 million euros of which approximately 140 million euros is understood to relate to online advertising and site creation. Well over 500 million euros was derived from paper-based advertising. Directories and France Telecom (NYSE: FTE-ADR) Price (7/6/00) $141 15/16 Shares Outstanding 1.024 B Market Cap $145.4 B the Internet business services unit last year generated a positive EBITDA of 220 million euros, while Internet access, portals and e-commerce produced a negative EBITDA of 154 million euros. France Telecom is stretching its wires beyond France through investments in European mobile phone networks, and it is buying UK mobile phone operator Orange. In addition, the company has taken control of Global One, which provides telecom services to more than 30,000 business customers in some 65 countries. There has been speculation the France Telecom plans to float Global One. Plans are at a preliminary stage and the company must convince investors that the business is large enough to compete effectively in the marketplace for multinational corporate telecom customers. The initial proceeds of the offering would be intended to fuel additional expansion. Global One was initially created as an alliance between France Telecom, Deutsche telecom and Sprint. The company serves far-flung corporations that want one telecom provider. Global One offers voice, data, Internet, and networking services including an ATM (asynchronous transfer mode) backbone that reaches about 800 cities in 40 countries. France Telecom bought out partners Deutsche Telekom and Sprint to take full ownership of Global One earlier this year. France Telecom is also planning a potential listing of its mobile phone assets in September following its takeover of Orange, the U.K.'s third largest network, in a deal potentially worth 31 billion euros. Combined with Itineris, France Telecom's mobile phone unit serving 7 million customers, about half of the French market both businesses could be worth upwards of 100 billion euros.

52 Week Range Dividend/Yield EPS 00E

$209 15/16 -$67 $0.95/0.67% $2.84 P/E= 50x

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Spin-Off Equity Research

Announced Foreign Spin-Off Situations Diageo to Carve-Out Burger King

June 22, 2000, Diageo (NYSE: DEO), the international food and drinks company, announced that it plans to sell as much as 20% of Burger King through an IPO within the next 12 months. After the IPO, Diageo will decide whether to sell or spin-off the rest of Burger King. If electing to spin-off Burger King, Diageo will have to wait until at least 2002 to avoid tax-related charges imposed on companies that spin-off business within five years after combining. Diageo was created as a liquor powerhouse by the merger of Grand Metropolitan and Guinness. Spinning off Burger King will enable Diageo to focus on the alcoholic beverage business. Additionally, Diageo wants the spin-off to align and incentivize Burger King's management. By offering shares of Burger King, Diageo hopes to be able to find and retain management (which has proven difficult for Diageo), who can be compensated on the performance of Burger King stock. In the short tem, however, Diageo has begun an executive search to find a chief executive of Burger King, based in Miami, who could lead a flotation of the company. Current CEO Dennis Malamatinas has stepped down to spend more time in the United Kingdom. Until the new Burger King CEO is in place Colin Storm, currently CEO of Guinness plc will function as CEO of Burger King. Burger King accounted for just less than 7.5 percent of Diageo's total 1999 revenue of £11.8 billion ($17.7 billion). Burger King reported worldwide sales of £875 million in 1999 and operating profit of £185 million. In comparison, Diageo's net profit totaled £1.77 billion in 1999 down 4 percent from the previous year. Burger King has only 19% of the US hamburger market, significantly behind McDonald's, who holds a 43% share. The company's 10,850 restaurants are located in every state and nearly 60 countries. In addition to its special Whopper (1.6 billion sold annually) and BK Broiler sandwiches, it offers Croissan'wiches, Big King burgers, and traditional fast-food fare. Under former CEO Dennis Malamatinas, the company has launched a crusade to overtake McDonald's within five years. The plan includes a complete makeover of logo, restaurant decor, and cooking systems. Burger King is planning on expanding its menu, adding more value priced sandwiches and non-burger items. They hope this will help alleviate pressure to discount its most popular item, the Whopper. Diageo's four main businesses are United Distillers & Vitners (Johnnie Walker, Smirnoff, Gordon's, and Tanqueray), Guinness (Guinness, Harp, and Kilkenney), The Pillsbury Company (Green Giant, Haagen-Dazs, and Old El Paso), and Burger King. The company also announced that it is considering options for its Pillsbury unit. Other holdings include Guinness World Records, 45% of Jose Cuervo (tequila), and 34% of Moet Hennessy (spirits).

Spin-Off Equity Research

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Institutional Holdings

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Report Date CAPITAL RESEARCH AND MANAGEMENT COMPANY JANUS CAPITAL CORPORATION BARCLAYS BANK PLC PRICE (T.ROWE) ASSOCIATES WELLINGTON MANAGEMENT COMPANY STATE STREET CORPORATION MARSICO CAPITAL MANAGEMENT, LLC VANGUARD GROUP, INC. (THE) TAUNUS CORPORATION UND FMR CORPORATION (FIDELITY MANAGEMENT & RESEARCH CORP) BROWN CAPITAL MANAGEMENT, INC. DIMENSIONAL FUND ADVISORS INC NEW YORK STATE COMMON RETIREMENT FUND KENNEDY CAPITAL MANAGEMENT, INC. GARDNER LEWIS ASSET MANAGEMENT, INC. WISCONSIN (STATE OF) INVESTMENT BOARD COLUMBUS CIRCLE INVESTORS GREENVILLE CAPITAL MANAGEMENT, INC. BENSON ASSOCIATES, LLC CREDIT SUISSE ASSET MANAGEMENT BROOKSIDE CAPITAL INVESTORS, INC. CRAMER ROSENTHAL McGLYNN LLC/ADV OMEGA ADVISORS INC. MELLON BANK, N.A. CREDIT SUISSE ASSET MANAGEMENT INVESTMENT COUNSELORS OF MARYLAND PIMCO ADVISORS. L.P. HIGH ROCK CAPITAL LLC ALLIANZ OF AMERICA PRUDENTIAL INSURANCE CO OF AMERICA FMR CORPORATION (FIDELITY MANAGEMENT & RESEARCH CORP) CAPITAL GUARDIAN TRUST COMPANY EATON VANCE MANAGEMENT BARCLAYS BANK PLC MASSACHUSETTS FINANCIAL SERVICES CO - OTHER AXA FINANCIAL, INC. OPPENHEIMERFUNDS, INC. DIMENSIONAL FUND ADVISORS INC KOBRICK FUNDS LLC GAMCO INVESTORS INC MICHAEL LARSON FEIRSTEIN, BARRY JANUS CAPITAL CORPORATION PRUDENTIAL INSURANCE CO OF AMERICA COLUMBUS CIRCLE INVESTORS BARCLAYS BANK PLC TAUNUS CORPORATION UND DRIEHAUS CAPITAL MANAGEMENT, INC. MORGAN STANLEY DEAN WITTER & COMPANY DIMENSIONAL FUND ADVISORS INC WANGER ASSET MANAGEMENT, L.P. MASSACHUSETTS FINANCIAL SERVICES CO - OTHER WARBURG DILLON READ LLC ENTRUST PARTNERS LLC VANGUARD GROUP, INC. (THE) BENCHMARK COMPANY, INC. SCHUPF (PAUL J.) ASSOCIATES/NY GOLDMAN SACHS GROUP INC EATON VANCE MANAGEMENT PALISADE CAPITAL MANAGEMENT, L.L.C.

BARCLAYS BANK PLC STATE STREET CORPORATION FMR CORPORATION (FIDELITY MANAGEMENT & RESEARCH CORP) WELLINGTON MANAGEMENT COMPANY VANGUARD GROUP, INC. (THE) MELLON BANK, N.A. TAUNUS CORPORATION UND PIMCO ADVISORS. L.P. PUTNAM INVESTMENT MANAGEMENT, INC. TIAA CREF INVESTMENT MANAGEMENT, LLC

Report Date 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 12/31/99 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 12/31/99 3/31/00 3/31/00 3/31/00 3/31/00

3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00

Current Holdings 21,158,000 19,746,020 10,666,480 8,973,541 7,730,350 5,787,082 5,023,218 4,918,476 4,612,790 4,393,668 2,843,100 1,171,812 767,400 645,800 509,600 500,000 486,800 476,175 420,595 334,800 1,751,000 1,202,782 1,179,000 1,140,220 1,113,019 979,900 971,799 919,600 902,690 852,620 23,007,230 17,341,990 5,518,303 5,394,167 5,064,400 4,327,300 3,907,500 3,347,300 2,640,100 2,448,700 1,787,500 1,700,000 1,679,805 1,327,900 1,073,600 764,374 743,603 719,099 717,761 523,700 2,688,000 974,881 398,990 198,450 193,057 170,000 146,745 145,537 119,261 115,000

49,790,550 30,918,720 26,388,040 22,722,270 22,201,350 19,775,960 19,757,650 18,046,810 16,201,670 13,717,440

Value % ($mm) Own $884.62 6 $825.58 5.6 $445.97 3 $375.18 2.6 $323.21 2.2 $241.96 1.6 $210.02 1.4 $205.64 1.4 $192.86 1.3 $183.70 1.3 $11.12 16.2 $4.58 6.7 $3.00 4.4 $2.53 3.7 $1.99 2.9 $1.96 2.8 $1.90 2.8 $1.86 2.7 $1.64 2.4 $1.31 1.9 $48.49 4.5 $33.31 3.1 $32.65 3 $31.57 2.9 $30.82 2.8 $27.13 2.5 $26.91 2.5 $25.46 2.4 $25.00 2.3 $23.61 2.2 $181.30 6.4 $136.65 4.8 $43.48 1.5 $42.51 1.5 $39.91 1.4 $34.10 1.2 $30.79 1.1 $26.38 0.9 $20.80 0.7 $19.30 0.7 $40.00 3.8 $38.05 3.6 $37.59 3.6 $29.72 2.8 $24.03 2.3 $17.11 1.6 $16.64 1.6 $16.09 1.5 $16.06 1.5 $11.72 1.1 $6.21 11.9 $2.25 4.3 $0.92 1.8 $0.46 0.9 $0.45 0.9 $0.39 0.8 $0.34 0.6 $0.34 0.6 $0.28 0.5 $0.27 0.5

$2,632.92 $1,634.98 $1,395.40 $1,201.55 $1,174.01 $1,045.75 $1,044.78 $954.32 $856.74 $725.38 3.2 2 1.7 1.5 1.4 1.3 1.3 1.2 1 0.9

% Shares Change Traded -1,907,000 -8.3 18,629,450 1,668.50 -22.8 -3,147,860 320,310 3.7 2,085,050 36.9 -380,952 -6.2 5,023,218 -8,426 -0.2 -76,478 -1.6 168.9 2,759,503 -136,000 -4.6 -86,700 -6.9 -142,400 -15.7 -0.2 -1,600 509,600 -615,300 -55.2 486,800 476,175 -280,600 -40 334,800 8 129,700 -636,600 -34.6 914,600 345.9 122.7 628,295 713,219 178.4 338,850 52.9 464,103 91.4 219.2 631,500 48,720 5.7 -34,625 -3.9 -21 -6,104,800 1,914,600 12.4 -228,382 -4 71,000 1.3 -0.4 -22,760 -8,400 -0.2 2,007,500 105.7 8.7 267,800 2,640,100 -21,200 -0.9 50,800 2.9 -24.4 -550,000 659,000 64.6 -72,100 -5.2 1,073,600 239 0 489,232 192.3 719,099 11.5 74,204 50,000 10.6 -782,000 -22.5 -3.5 -35,000 398,990 198,450 0 0 170,000 0 0 -21,435 -12.8 0 0 -10,000 -8

662,890 403,030 -1,343,060 1,444,670 77,960 8,220 -433,850 578,520 -5,365,110 339,300 1.3 1.3 -4.8 6.8 0.4 0 -2.1 3.3 -24.9 2.5

38

Spin-Off Equity Research

Institutional Holdings

Institution Name

BellSouth Corp. BellSouth Corp. BellSouth Corp. BellSouth Corp. BellSouth Corp. BellSouth Corp. BellSouth Corp. BellSouth Corp. BellSouth Corp. BellSouth Corp. BRE Properties, Inc. BRE Properties, Inc. BRE Properties, Inc. BRE Properties, Inc. BRE Properties, Inc. BRE Properties, Inc. BRE Properties, Inc. BRE Properties, Inc. BRE Properties, Inc. BRE Properties, Inc. Cabletron Systems, Inc. Cabletron Systems, Inc. Cabletron Systems, Inc. Cabletron Systems, Inc. Cabletron Systems, Inc. Cabletron Systems, Inc. Cabletron Systems, Inc. Cabletron Systems, Inc. Cabletron Systems, Inc. Cabletron Systems, Inc. Cablevisions Systems, Corp. Cablevisions Systems, Corp. Cablevisions Systems, Corp. Cablevisions Systems, Corp. Cablevisions Systems, Corp. Cablevisions Systems, Corp. Cablevisions Systems, Corp. Cablevisions Systems, Corp. Cablevisions Systems, Corp. Cablevisions Systems, Corp. Cabot Corporation Cabot Corporation Cabot Corporation Cabot Corporation Cabot Corporation Cabot Corporation Cabot Corporation Cabot Corporation Cabot Corporation Cabot Corporation C-Cube Microsystems C-Cube Microsystems C-Cube Microsystems C-Cube Microsystems C-Cube Microsystems C-Cube Microsystems Central Garden & Pet Co. Central Garden & Pet Co. Central Garden & Pet Co. Central Garden & Pet Co. Central Garden & Pet Co. Central Garden & Pet Co. Central Garden & Pet Co. Central Garden & Pet Co. Central Garden & Pet Co. Central Garden & Pet Co.

Ticker

BLS BLS BLS BLS BLS BLS BLS BLS BLS BLS BRE BRE BRE BRE BRE BRE BRE BRE BRE BRE CS CS CS CS CS CS CS CS CS CS CVC CVC CVC CVC CVC CVC CVC CVC CVC CVC CBT CBT CBT CBT CBT CBT CBT CBT CBT CBT CUBE CUBE CUBE CUBE CUBE CUBE CENT CENT CENT CENT CENT CENT CENT CENT CENT CENT

Report Date

STATE STREET CORPORATION FMR CORPORATION (FIDELITY MANAGEMENT & RESEARCH CORP) BARCLAYS BANK PLC TAUNUS CORPORATION UND MELLON BANK, N.A. VANGUARD GROUP, INC. (THE) SAROFIM, FAYEZ PUTNAM INVESTMENT MANAGEMENT, INC. BANK OF AMERICA CORPORATION TIAA CREF INVESTMENT MANAGEMENT, LLC STATE FARM MUTUAL AUTOMOBILE INSURANCE CO PRUDENTIAL INSURANCE CO OF AMERICA FMR CORPORATION (FIDELITY MANAGEMENT & RESEARCH CORP) CRA REAL ESTATE SECURITIES, LP EUROPEAN INVESTORS INCORPORATED BARCLAYS BANK PLC VANGUARD GROUP, INC. (THE) WANGER ASSET MANAGEMENT, L.P. CITIGROUP INC. ABN AMRO ASSET MANAGEMENT (USA) INC. MASSACHUSETTS FINANCIAL SERVICES CO - OTHER IRIDIAN ASSET MANAGEMENT LLC AIM MANAGEMENT GROUP INC. BARCLAYS BANK PLC FMR CORPORATION (FIDELITY MANAGEMENT & RESEARCH CORP) TUDOR INVESTMENT CORPORATION LEGG MASON INC. WELLINGTON MANAGEMENT COMPANY HUSIC CAPITAL MANAGEMENT STATE STREET CORPORATION GAMCO INVESTORS INC JANUS CAPITAL CORPORATION AXA FINANCIAL, INC. GOLDMAN SACHS GROUP INC CAPITAL GUARDIAN TRUST COMPANY FMR CORPORATION (FIDELITY MANAGEMENT & RESEARCH CORP) GABELLI FUNDS, LLC SELIGMAN J.W.&CO INCORPORATED AIM MANAGEMENT GROUP INC. CITIGROUP INC. BERNSTEIN (SANFORD C) & COMPANY INC STATE STREET CORPORATION PRICE (T.ROWE) ASSOCIATES FLEETBOSTON FINANCIAL CORPORATION NEUBERGER BERMAN, LLC WELLINGTON MANAGEMENT COMPANY LORING, WOLCOTT & COOLIDGE FIDUCIARY ADVISORS ICM ASSET MANAGEMENT, INC. HARBOR CAPITAL MANAGEMENT INC BARCLAYS BANK PLC GILDER, GAGNON, HOWE & CO. SHOTT CAPITAL MANAGEMENT, LLC TOBIAS, SETH PARA ADVISORS, INC. ATTICUS CAPITAL, L.L.C. FORSTMANN-LEFF ASSOCIATES LLC DIMENSIONAL FUND ADVISORS INC CRAMER ROSENTHAL McGLYNN LLC/ADV STRONG CAPITAL MANAGEMENT, INC. WOODLAND PARTNERS LLC WENTWORTH, HAUSER AND VIOLICH BARCLAYS BANK PLC LEGG MASON INC. GRUNTAL & CO., L.L.C. FULLER & THALER ASSET MANAGEMENT INC. BENSON ASSOCIATES, LLC

Report Date

3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00

Current Holdings

183,739,500 69,541,960 63,154,960 58,434,050 29,312,760 27,047,320 15,014,500 14,896,280 14,473,520 13,797,940 3,226,388 2,553,931 1,774,600 1,601,940 1,194,566 1,058,735 668,108 535,000 530,511 523,100 6,325,350 6,067,800 5,879,200 5,013,863 4,181,844 3,945,000 3,911,505 3,446,100 3,306,600 2,917,647 6,161,686 4,682,155 4,128,731 3,601,835 3,590,037 2,459,740 2,387,000 1,784,400 1,758,800 1,686,989 5,457,610 4,114,083 3,398,700 3,187,788 3,003,600 2,326,200 1,837,414 1,299,293 1,106,300 1,098,534 382,500 65,079 52,500 24,275 17,000 7,500 1,517,100 951,800 946,250 921,400 800,075 619,464 529,700 501,594 401,600 382,700

Value ($mm)

$8,578.80 $3,246.91 $2,948.71 $2,728.29 $1,368.61 $1,262.84 $701.03 $695.51 $675.77 $644.23 $86.92 $68.80 $47.81 $43.16 $32.18 $28.52 $18.00 $14.41 $14.29 $14.09 $144.72 $138.83 $134.52 $114.72 $95.68 $90.26 $89.50 $78.85 $75.66 $66.76 $385.91 $293.24 $258.58 $225.58 $224.84 $154.05 $149.50 $111.76 $110.15 $105.66 $142.23 $107.21 $88.57 $83.07 $78.27 $60.62 $47.88 $33.86 $28.83 $28.63 $6.58 $1.12 $0.90 $0.42 $0.29 $0.13 $17.26 $10.83 $10.77 $10.49 $9.10 $7.05 $6.03 $5.71 $4.57 $4.36

% Own

9.8 3.7 3.4 3.1 1.6 1.4 0.8 0.8 0.8 0.7 7.2 5.7 4 3.6 2.7 2.4 1.5 1.2 1.2 1.2 3.5 3.3 3.2 2.8 2.3 2.2 2.1 1.9 1.8 1.6 4.7 3.6 3.2 2.8 2.8 1.9 1.8 1.4 1.3 1.3 8.1 6.1 5.1 4.8 4.5 3.5 2.7 1.9 1.6 1.6 0.9 0.1 0.1 0.1 0 0 9 5.6 5.6 5.4 4.7 3.7 3.1 3 2.4 2.3

Shares Traded

-3,183,300 12,077,460 625,730 -711,030 4,629,020 95,230 -588,980 -3,199,010 -893,980 -9,500 0 -574,500 328,300 651,640 339,400 -329,294 9,864 200,000 329,577 25,110 6,325,350 -578,000 -763,100 229,222 365,415 2,724,110 -146,475 1,176,100 119,100 165,463 -125,102 1,187,120 733,755 298,987 312,700 -2,900,030 -36,262 526,200 837,700 859,327 -485,696 95,559 2,548,100 911,538 7,600 -326,400 -105 -100,550 1,106,300 -53,459 382,500 65,079 52,500 24,275 17,000 7,500 73,700 76,500 -1,032,025 921,400 16,875 106,861 -15,600 -11,950 154,600 12,100

% Change

-1.7 21 1 -1.2 18.8 0.4 -3.8 -17.7 -5.8 -0.1 0 -18.4 22.7 68.6 39.7 -23.7 1.5 59.7 164 5 -8.7 -11.5 4.8 9.6 223.1 -3.6 51.8 3.7 6 -2 34 21.6 9.1 9.5 -54.1 -1.5 41.8 90.9 103.8 -8.2 2.4 299.6 40 0.3 -12.3 0 -7.2 -4.6 5.1 8.7 -52.2 2.2 20.8 -2.9 -2.3 62.6 3.3

Spin-Off Equity Research

39

Institutional Holdings

Institution Name

Chronimed, Inc. Chronimed, Inc. Chronimed, Inc. Chronimed, Inc. Chronimed, Inc. Chronimed, Inc. Chronimed, Inc. Chronimed, Inc. Chronimed, Inc. Chronimed, Inc. Ciber, Inc. Ciber, Inc. Ciber, Inc. Ciber, Inc. Ciber, Inc. Ciber, Inc. Ciber, Inc. Ciber, Inc. Ciber, Inc. Ciber, Inc. Comdisco, Inc. Comdisco, Inc. Comdisco, Inc. Comdisco, Inc. Comdisco, Inc. Comdisco, Inc. Comdisco, Inc. Comdisco, Inc. Comdisco, Inc. Comdisco, Inc. Computer Horizons Corp. Computer Horizons Corp. Computer Horizons Corp. Computer Horizons Corp. Computer Horizons Corp. Computer Horizons Corp. Computer Horizons Corp. Computer Horizons Corp. Computer Horizons Corp. Computer Horizons Corp. Comverse Technology, Inc. Comverse Technology, Inc. Comverse Technology, Inc. Comverse Technology, Inc. Comverse Technology, Inc. Comverse Technology, Inc. Comverse Technology, Inc. Comverse Technology, Inc. Comverse Technology, Inc. Comverse Technology, Inc. Consolidated Stores Corp. Consolidated Stores Corp. Consolidated Stores Corp. Consolidated Stores Corp. Consolidated Stores Corp. Consolidated Stores Corp. Consolidated Stores Corp. Consolidated Stores Corp. Consolidated Stores Corp. Consolidated Stores Corp. CoorsTek, Inc. CoorsTek, Inc. CoorsTek, Inc. CoorsTek, Inc. CoorsTek, Inc. CoorsTek, Inc. CoorsTek, Inc. CoorsTek, Inc. CoorsTek, Inc. CoorsTek, Inc.

Ticker

CHMD CHMD CHMD CHMD CHMD CHMD CHMD CHMD CHMD CHMD CBR CBR CBR CBR CBR CBR CBR CBR CBR CBR CDO CDO CDO CDO CDO CDO CDO CDO CDO CDO CHRZ CHRZ CHRZ CHRZ CHRZ CHRZ CHRZ CHRZ CHRZ CHRZ CMVT CMVT CMVT CMVT CMVT CMVT CMVT CMVT CMVT CMVT CNS CNS CNS CNS CNS CNS CNS CNS CNS CNS CRTK CRTK CRTK CRTK CRTK CRTK CRTK CRTK CRTK CRTK

Report Date

HEARTLAND ADVISORS INC. DIMENSIONAL FUND ADVISORS INC CITIGROUP INC. CALPERS (CALIFORNIA-PUBLIC EMPLOYEES RETIREMENT SYSTEM) NORWEST BANK MINNESOTA, N.A. GRUBER & MCBAINE CAPITAL MANAGEMENT LLC BARCLAYS BANK PLC PERKINS CAPITAL MANAGEMENT, INC. MORGAN STANLEY DEAN WITTER & COMPANY NORTHERN TRUST COMPANY OF CONNECTICUT PRICE (T.ROWE) ASSOCIATES SAFECO CORPORATION NEUBERGER BERMAN, LLC LORD ABBETT & CO THOMSON HORSTMANN & BRYANT, INC. JANUS CAPITAL CORPORATION BARCLAYS BANK PLC MELLON BANK, N.A. VANGUARD GROUP, INC. (THE) WISCONSIN (STATE OF) INVESTMENT BOARD IRIDIAN ASSET MANAGEMENT LLC SELIGMAN J.W.&CO INCORPORATED FMR CORPORATION (FIDELITY MANAGEMENT & RESEARCH CORP) BARCLAYS BANK PLC MUNDER CAPITAL MANAGEMENT, INC. GREENE, DAVID J. AND COMPANY CITIGROUP INC. WELLINGTON MANAGEMENT COMPANY NICHOLAS-APPLEGATE CAPITAL MANAGEMENT INC. GOLDMAN SACHS GROUP INC BERGER LLC SAFECO CORPORATION CRAMER ROSENTHAL McGLYNN LLC/ADV MASSACHUSETTS FINANCIAL SERVICES CO - OTHER CALPERS (CALIFORNIA-PUBLIC EMPLOYEES RETIREMENT SYSTEM) MORGAN (J.P.) & COMPANY INCORPORATED TCW GROUP, INC. (THE) FRANKLIN RESOURCES, INC BARCLAYS BANK PLC CLOVER CAPITAL MANAGEMENT, INC. FMR CORPORATION (FIDELITY MANAGEMENT & RESEARCH CORP) PUTNAM INVESTMENT MANAGEMENT, INC. MORGAN STANLEY DEAN WITTER & COMPANY AIM MANAGEMENT GROUP INC. JANUS CAPITAL CORPORATION BARCLAYS BANK PLC INVESCO FUNDS GROUP, INC. VANGUARD GROUP, INC. (THE) STATE STREET CORPORATION PIMCO ADVISORS. L.P. FMR CORPORATION (FIDELITY MANAGEMENT & RESEARCH CORP) CAPITAL RESEARCH AND MANAGEMENT COMPANY WEITZ (WALLACE) R. & COMPANY FIRST PACIFIC ADVISORS, INC LORD ABBETT & CO PRUDENTIAL INSURANCE CO OF AMERICA MELLON BANK, N.A. LEGG MASON INC. NEUBERGER BERMAN, LLC BARCLAYS BANK PLC DIMENSIONAL FUND ADVISORS INC GREENE, DAVID J. AND COMPANY TCW GROUP, INC. (THE) INVESTMENT COUNSELORS OF MARYLAND ROYCE & ASSOCIATES, INC. WEDGE CAPITAL MANAGEMENT TWEEDY BROWNE COMPANY, L.L.C. LOOMIS SAYLES & CO INC LEGG MASON INC. BLACKROCK INC.

Report Date

3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00

Current Holdings

1,483,900 487,900 403,517 377,200 297,560 168,000 154,065 77,800 44,900 44,400 3,154,700 2,230,110 1,717,469 1,607,543 1,081,800 917,560 884,071 869,292 621,500 600,000 8,154,600 3,085,825 2,790,430 2,157,868 2,002,000 1,804,870 1,779,906 1,603,900 1,505,450 1,367,850 1,301,500 985,200 840,600 796,573 763,075 753,300 645,500 632,820 594,085 592,100 18,660,300 16,922,100 8,101,522 7,386,790 6,163,660 3,779,232 2,458,920 2,457,804 2,425,056 2,286,844 16,608,660 8,752,587 6,824,500 6,070,200 4,309,853 4,294,056 4,276,007 3,901,700 3,012,393 2,923,827 376,800 298,908 295,214 226,250 200,450 160,072 104,990 96,825 84,649 82,900

Value ($mm)

$9.65 $3.17 $2.62 $2.45 $1.93 $1.09 $1.00 $0.51 $0.29 $0.29 $51.07 $36.11 $27.81 $26.03 $17.51 $14.86 $14.31 $14.07 $10.06 $9.71 $209.00 $79.09 $71.52 $55.31 $51.31 $46.26 $45.62 $41.11 $38.58 $35.06 $14.64 $11.08 $9.46 $8.96 $8.58 $8.47 $7.26 $7.12 $6.68 $6.66 $1,705.18 $1,546.34 $740.32 $675.00 $563.24 $345.35 $224.70 $224.59 $221.60 $208.97 $232.52 $122.54 $95.54 $84.98 $60.34 $60.12 $59.86 $54.62 $42.17 $40.93 $12.06 $9.57 $9.45 $7.24 $6.41 $5.12 $3.36 $3.10 $2.71 $2.65

% Own

12.2 4 3.3 3.1 2.5 1.4 1.3 0.6 0.4 0.4 5.3 3.7 2.9 2.7 1.8 1.5 1.5 1.5 1 1 5.4 2 1.8 1.4 1.3 1.2 1.2 1.1 1 0.9 4.1 3.1 2.7 2.5 2.4 2.4 2 2 1.9 1.9 12 10.9 5.2 4.8 4 2.4 1.6 1.6 1.6 1.5 14.9 7.9 6.1 5.5 3.9 3.9 3.8 3.5 2.7 2.6 5.3 4.2 4.1 3.2 2.8 2.2 1.5 1.4 1.2 1.2

Shares Traded

123,800 29,000 -7,135 0 -810 -3,000 -5,923 5,300 22,200 0 -542,000 606,110 584,900 317,378 193,200 353,505 21,714 47,849 142,700 350,000 130,400 1,467,750 2,444,200 171,298 823,100 -1,616,432 100,370 -1,120,900 1,497,050 1,139,000 -515,500 0 746,600 -116,691 -31,375 62,000 200,700 -3,000 -4,816 -75,125 781,970 -424,960 632,516 -633,690 -414,050 483,314 785,400 200,980 171,478 -75,964 919,910 -930,000 2,705,600 716,600 -36,492 -46,100 457,430 253,900 2,050 19,781 376,800 298,908 295,214 226,250 200,450 160,072 104,990 96,825 84,649 82,900

% Change

9.1 6.3 -1.7 0 -0.3 -1.8 -3.7 7.3 97.8 0 -14.7 37.3 51.6 24.6 21.7 62.7 2.5 5.8 29.8 140 1.6 90.7 705.9 8.6 69.8 -47.2 6 -41.1 17,822.00 497.7 -28.4 0 794.3 -12.8 -3.9 9 45.1 -0.5 -0.8 -11.3 4.4 -2.4 8.5 -7.9 -6.3 14.7 46.9 8.9 7.6 -3.2 5.9 -9.6 65.7 13.4 -0.8 -1.1 12 7 0.1 0.7 -

40

Spin-Off Equity Research

Institutional Holdings

Institution Name

Copart, Inc. Copart, Inc. Copart, Inc. Copart, Inc. Copart, Inc. Copart, Inc. Copart, Inc. Copart, Inc. Copart, Inc. Copart, Inc. Cyber-Care, Inc. Cyber-Care, Inc. Cyber-Care, Inc. Cyber-Care, Inc. Cyber-Care, Inc. Cyber-Care, Inc. Cyber-Care, Inc. Cyber-Care, Inc. Cyber-Care, Inc. Cyber-Care, Inc. Daisytek International Daisytek International Daisytek International Daisytek International Daisytek International Daisytek International Daisytek International Daisytek International Daisytek International Daisytek International DAMARK International DAMARK International DAMARK International DAMARK International DAMARK International DAMARK International DAMARK International DAMARK International DAMARK International DAMARK International Deluxe Corporation Deluxe Corporation Deluxe Corporation Deluxe Corporation Deluxe Corporation Deluxe Corporation Deluxe Corporation Deluxe Corporation Deluxe Corporation Deluxe Corporation Dun & Bradstreet Corp. Dun & Bradstreet Corp. Dun & Bradstreet Corp. Dun & Bradstreet Corp. Dun & Bradstreet Corp. Dun & Bradstreet Corp. Dun & Bradstreet Corp. Dun & Bradstreet Corp. Dun & Bradstreet Corp. Dun & Bradstreet Corp. Eaton Corporation Eaton Corporation Eaton Corporation Eaton Corporation Eaton Corporation Eaton Corporation Eaton Corporation Eaton Corporation Eaton Corporation Eaton Corporation

Ticker

CPRT CPRT CPRT CPRT CPRT CPRT CPRT CPRT CPRT CPRT CYBR CYBR CYBR CYBR CYBR CYBR CYBR CYBR CYBR CYBR DZTK DZTK DZTK DZTK DZTK DZTK DZTK DZTK DZTK DZTK DMRK DMRK DMRK DMRK DMRK DMRK DMRK DMRK DMRK DMRK DLX DLX DLX DLX DLX DLX DLX DLX DLX DLX DNB DNB DNB DNB DNB DNB DNB DNB DNB DNB ETN ETN ETN ETN ETN ETN ETN ETN ETN ETN

Report Date

BLUM CAPITAL PARTNERS, L.P. SCUDDER KEMPER INVESTMENTS, INC. FMR CORPORATION (FIDELITY MANAGEMENT & RESEARCH CORP) SMITH (THOMAS W.) DIMENSIONAL FUND ADVISORS INC AIM MANAGEMENT GROUP INC. WASATCH ADVISORS INC ASHFORD CAPITAL MANAGEMENT INC. TCW GROUP, INC. (THE) BARCLAYS BANK PLC BLUE RIDGE CAPITAL, L.L.C. VANGUARD GROUP, INC. (THE) GOLDMAN SACHS GROUP INC BARCLAYS BANK PLC MELLON BANK, N.A. MORGAN STANLEY DEAN WITTER & COMPANY DAVENPORT & COMPANY LLC/VA WEINTRAUB CAPITAL MANAGEMENT LLC SUNTRUST BANKS, INC. DONALDSON, LUFKIN & JENRETTE, INC - OTHER FLEMING (ROBERT) HOLDINGS LIMITED EMINENCE CAPITAL, L.L.C. PRICE (T.ROWE) ASSOCIATES WELLINGTON MANAGEMENT COMPANY FRONTIER CAPITAL MANAGEMENT COMPANY INC BLAIR (WILLIAM) & COMPANY, L.L.C. WASATCH ADVISORS INC ARTISAN PARTNERS LIMITED PARTNERSHIP FRANKLIN RESOURCES, INC TAUNUS CORPORATION UND SAFECO CORPORATION DIMENSIONAL FUND ADVISORS INC WOODLAND PARTNERS LLC DISCIPLINED GROWTH INVESTORS, INC. OPPENHEIMERFUNDS, INC. DEUTSCHE ASSET MANAGEMENT, INC BARCLAYS BANK PLC PERKINS CAPITAL MANAGEMENT, INC. STRONG CAPITAL MANAGEMENT, INC. TAUNUS CORPORATION UND FMR CORPORATION (FIDELITY MANAGEMENT & RESEARCH CORP) CAPITAL RESEARCH AND MANAGEMENT COMPANY BARCLAYS BANK PLC VANGUARD GROUP, INC. (THE) AMERICAN CENTURY INVESTMENT MANAGEMENT INC. PIMCO ADVISORS. L.P. STATE STREET CORPORATION STEINBERG ASSET MANAGEMENT COMPANY, INC. INVESCO INC. TAUNUS CORPORATION UND BERKSHIRE HATHAWAY, INC HARRIS ASSOCIATES L.P. FRANKLIN RESOURCES, INC IRIDIAN ASSET MANAGEMENT LLC CAPITAL RESEARCH AND MANAGEMENT COMPANY BARCLAYS BANK PLC PRICE (T.ROWE) ASSOCIATES BEAR STEARNS ASSET MANAGEMENT, INC. STATE STREET CORPORATION PRINCIPAL LIFE INSURANCE COMPANY WELLINGTON MANAGEMENT COMPANY CAPITAL RESEARCH AND MANAGEMENT COMPANY FMR CORPORATION (FIDELITY MANAGEMENT & RESEARCH CORP) FUND ASSET MANAGEMENT INC BARCLAYS BANK PLC MORGAN (J.P.) & COMPANY INCORPORATED DELAWARE MANAGEMENT BUSINESS TRUST MELLON BANK, N.A. HARRIS ASSOCIATES L.P. BERNSTEIN (SANFORD C) & COMPANY INC

Report Date

3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 12/31/99 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00

Current Holdings

4,883,840 3,333,200 2,616,500 1,624,096 1,268,500 1,208,100 1,064,720 846,600 830,100 710,085 345,000 54,800 51,000 42,800 42,000 20,987 20,000 15,000 14,800 5,800 1,303,627 843,600 703,600 640,950 513,900 474,939 438,264 360,300 332,900 332,651 1,102,100 436,400 250,300 185,200 150,000 138,750 112,122 107,450 68,500 67,650 9,074,284 2,200,000 2,102,797 1,484,424 1,437,500 1,425,240 1,321,037 1,172,500 1,097,857 1,014,953 24,000,000 12,779,280 6,362,220 5,997,100 5,548,700 4,602,898 3,847,929 3,336,126 2,940,349 2,668,839 3,641,660 3,572,900 3,204,935 2,829,214 2,488,417 2,219,615 1,748,900 1,518,679 1,463,150 1,412,807

Value ($mm)

$86.69 $59.16 $46.44 $28.83 $22.52 $21.44 $18.90 $15.03 $14.73 $12.60 $1.40 $0.22 $0.21 $0.17 $0.17 $0.09 $0.08 $0.06 $0.06 $0.02 $13.11 $8.49 $7.08 $6.45 $5.17 $4.78 $4.41 $3.62 $3.35 $3.35 $20.87 $8.27 $4.74 $3.51 $2.84 $2.63 $2.12 $2.04 $1.30 $1.28 $224.04 $54.32 $51.92 $36.65 $35.49 $35.19 $32.62 $28.95 $27.11 $25.06 $738.00 $392.96 $195.64 $184.41 $170.62 $141.54 $118.32 $102.59 $90.42 $82.07 $264.24 $259.25 $232.55 $205.29 $180.56 $161.06 $126.90 $110.20 $106.17 $102.51

% Own

9.1 6.2 4.9 3 2.4 2.2 2 1.6 1.5 1.3 0.6 0.1 0.1 0.1 0.1 0 0 0 0 0 7.5 4.9 4.1 3.7 3 2.7 2.5 2.1 1.9 1.9 19.2 7.6 4.4 3.2 2.6 2.4 2 1.9 1.2 1.2 12.5 3 2.9 2.1 2 2 1.8 1.6 1.5 1.4 14.8 7.9 3.9 3.7 3.4 2.8 2.4 2.1 1.8 1.7 5 4.9 4.4 3.9 3.4 3.1 2.4 2.1 2 1.9

Shares Traded

-205,000 22,300 1,897,500 -190,000 -158,300 8,700 -11,280 11,800 -49,500 20,323 345,000 54,800 21,000 2,600 42,000 20,987 10,000 15,000 -7,200 5,800 -135,825 197,700 -49,700 208,950 -112,600 -135,589 -39,610 -113,900 233,900 139,600 -25,000 -13,100 50,300 -7,550 150,000 0 83,300 -70,000 68,500 -66,400 1,724,815 0 -949,431 190,595 -235,200 -543,413 4,017 1,172,500 -3,000,873 -43,737 11,877,200 -5,365,440 3,210,635 -996,300 -901,300 -58,297 36,278 552,306 15,560 -985,646 186,310 -406,000 -2,976,570 7,598 389,879 -44,335 -78,500 -85,274 -1,492,900 -260,787

% Change

-4 0.7 263.9 -10.5 -11.1 0.7 -1 1.4 -5.6 2.9 70 6.5 100 -32.7 -9.4 30.6 -6.6 48.4 -18 -22.2 -8.3 -24 236.3 72.3 -2.2 -2.9 25.2 -3.9 0 289 -39.4 -49.5 23.5 0 -31.1 14.7 -14.1 -27.6 0.3 -73.2 -4.1 98 -29.6 101.9 -14.2 -14 -1.3 1 19.8 0.5 -27 5.4 -10.2 -48.2 0.3 18.6 -2 -4.3 -5.3 -50.5 -15.6

Spin-Off Equity Research

41

Institutional Holdings

Institution Name

Eloyalty Corporation Eloyalty Corporation Eloyalty Corporation Eloyalty Corporation Eloyalty Corporation Eloyalty Corporation Eloyalty Corporation Eloyalty Corporation Eloyalty Corporation Eloyalty Corporation Gentiva Health Gentiva Health Gentiva Health Gentiva Health Gentiva Health Gentiva Health Gentiva Health Gentiva Health Gentiva Health Gentiva Health Graphic Packaging Int'l Corp. Graphic Packaging Int'l Corp. Graphic Packaging Int'l Corp. Graphic Packaging Int'l Corp. Graphic Packaging Int'l Corp. Graphic Packaging Int'l Corp. Graphic Packaging Int'l Corp. Graphic Packaging Int'l Corp. Graphic Packaging Int'l Corp. Graphic Packaging Int'l Corp. HNC Software Inc. HNC Software Inc. HNC Software Inc. HNC Software Inc. HNC Software Inc. HNC Software Inc. HNC Software Inc. HNC Software Inc. HNC Software Inc. HNC Software Inc. iGate Capital Corp. iGate Capital Corp. iGate Capital Corp. iGate Capital Corp. iGate Capital Corp. iGate Capital Corp. iGate Capital Corp. iGate Capital Corp. iGate Capital Corp. iGate Capital Corp. Intelligroup, Inc. Intelligroup, Inc. Intelligroup, Inc. Intelligroup, Inc. Intelligroup, Inc. Intelligroup, Inc. Intelligroup, Inc. Intelligroup, Inc. Intelligroup, Inc. Intelligroup, Inc. Interpool, Inc. Interpool, Inc. Interpool, Inc. Interpool, Inc. Interpool, Inc. Interpool, Inc. Interpool, Inc. Interpool, Inc. Interpool, Inc. Interpool, Inc.

Ticker

ELOY ELOY ELOY ELOY ELOY ELOY ELOY ELOY ELOY ELOY GTIV GTIV GTIV GTIV GTIV GTIV GTIV GTIV GTIV GTIV GPK GPK GPK GPK GPK GPK GPK GPK GPK GPK HNCS HNCS HNCS HNCS HNCS HNCS HNCS HNCS HNCS HNCS IGTE IGTE IGTE IGTE IGTE IGTE IGTE IGTE IGTE IGTE ITIG ITIG ITIG ITIG ITIG ITIG ITIG ITIG ITIG ITIG IPX IPX IPX IPX IPX IPX IPX IPX IPX IPX

Report Date

MASSACHUSETTS FINANCIAL SERVICES CO - OTHER BROOKSIDE CAPITAL INVESTORS, INC. GEOCAPITAL LLC TCW GROUP, INC. (THE) TECHNOLOGY CROSSOVER MANAGEMENT III, L.L.C. KOPP INVESTMENT ADVISORS. INC. FMR CORPORATION (FIDELITY MANAGEMENT & RESEARCH CORP) PEREGRINE CAPITAL MANAGEMENT INC. FRONTIER CAPITAL MANAGEMENT COMPANY INC CAPITAL RESEARCH AND MANAGEMENT COMPANY GREENHAVEN ASSOCIATES, INC. HIGHFIELDS CAPITAL MANAGEMENT L.P. CARLSON CAPITAL. L.P. DIMENSIONAL FUND ADVISORS INC RS GROWTH GROUP LLC CALPERS (CALIFORNIA-PUBLIC EMPLOYEES RETIREMENT SYSTEM) LONGWOOD INVESTMENT ADVISORS, INC. FIRST MANHATTAN COMPANY HALCYON/SLIFKA (ALAN B.) MANAGEMENT COMPANY, LLC SLIFKA (ALAN B) & COMPANY DIMENSIONAL FUND ADVISORS INC GREENE, DAVID J. AND COMPANY INVESTMENT COUNSELORS OF MARYLAND TWEEDY BROWNE COMPANY, L.L.C. BARCLAYS BANK PLC LEGG MASON INC. OHIO-STATE TEACHERS RETIREMENT SYSTEM ROYCE & ASSOCIATES, INC. TAUNUS CORPORATION UND GOLDMAN SACHS GROUP INC TCW GROUP, INC. (THE) CAPITAL RESEARCH AND MANAGEMENT COMPANY FRANKLIN RESOURCES, INC SELIGMAN J.W.&CO INCORPORATED CITIGROUP INC. WADDELL & REED FINANCIAL INC. ESSEX INVESTMENT MANAGEMENT CO INC ZWEIG-DIMENNA PARTNERS, L.P. SCUDDER KEMPER INVESTMENTS, INC. PROVIDENT INVESTMENT COUNSEL INC LORD ABBETT & CO JANUS CAPITAL CORPORATION MASSACHUSETTS FINANCIAL SERVICES CO - OTHER FEDERATED INVESTORS, INC. FRONTIER CAPITAL MANAGEMENT COMPANY INC THOMSON HORSTMANN & BRYANT, INC. PRICE (T.ROWE) ASSOCIATES GANNETT WELSH & KOTLER, INC. BARCLAYS BANK PLC STANDISH, AYER & WOOD, INC CAPITAL GUARDIAN TRUST COMPANY THOMSON HORSTMANN & BRYANT, INC. MASSACHUSETTS FINANCIAL SERVICES CO - OTHER DIMENSIONAL FUND ADVISORS INC NORTHERN TRUST CORPORATION SIRACH CAPITAL MANAGEMENT, INC. CHAPMAN CAPITAL MANAGEMENT, INC. PAINE WEBBER GROUP, INCORPORATED RS INVESTMENT MANAGEMENT, L.P. BARCLAYS BANK PLC DIMENSIONAL FUND ADVISORS INC SKYLINE ASSET MANAGEMENT PIMCO ADVISORS. L.P. TCW GROUP, INC. (THE) LEGG MASON INC. GOLDMAN SACHS GROUP INC DLJ ASSET MANAGEMENT GROUP, INC. RICE, HALL, JAMES & ASSOCIATES OPPENHEIMERFUNDS, INC. CITIGROUP INC.

Report Date

3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00

Current Holdings

4,541,836 3,050,300 2,720,004 1,948,260 1,698,740 1,619,433 1,452,550 1,204,000 1,130,250 1,106,500 2,001,870 637,973 635,699 554,367 300,000 295,345 270,000 221,782 199,631 199,631 1,725,900 1,193,915 905,000 848,258 609,008 573,799 499,400 330,800 265,693 251,400 3,072,477 2,999,698 2,410,844 936,495 747,563 645,036 634,275 575,450 537,300 527,225 1,604,340 1,550,915 1,351,630 1,205,000 1,083,300 877,300 778,100 767,150 685,219 378,600 1,199,000 562,000 368,445 318,200 188,152 150,000 125,071 122,300 117,800 112,242 2,018,950 990,850 781,473 704,600 612,279 580,000 506,054 466,608 349,200 225,180

Value ($mm)

$68.13 $45.75 $40.80 $29.22 $25.48 $24.29 $21.79 $18.06 $16.95 $16.60 $17.52 $5.58 $5.56 $4.85 $2.63 $2.58 $2.36 $1.94 $1.75 $1.75 $4.64 $3.21 $2.43 $2.28 $1.64 $1.54 $1.34 $0.89 $0.71 $0.68 $125.97 $122.99 $98.84 $38.40 $30.65 $26.45 $26.01 $23.59 $22.03 $21.62 $25.17 $24.33 $21.21 $18.91 $17.00 $13.76 $12.21 $12.04 $10.75 $5.94 $11.35 $5.32 $3.49 $3.01 $1.78 $1.42 $1.18 $1.16 $1.12 $1.06 $16.15 $7.93 $6.25 $5.64 $4.90 $4.64 $4.05 $3.73 $2.79 $1.80

% Own

9.7 6.5 5.8 4.1 3.6 3.4 3.1 2.6 2.4 2.4 9.8 3.1 3.1 2.7 1.5 1.5 1.3 1.1 1 1 6 4.2 3.2 3 2.1 2 1.7 1.2 0.9 0.9 12.3 12 9.7 3.8 3 2.6 2.5 2.3 2.2 2.1 3.2 3.1 2.7 2.4 2.2 1.8 1.6 1.6 1.4 0.8 7.3 3.4 2.2 1.9 1.1 0.9 0.8 0.7 0.7 0.7 7.4 3.6 2.8 2.6 2.2 2.1 1.8 1.7 1.3 0.8

Shares Traded

4,541,836 3,050,300 2,720,004 1,948,260 1,698,740 1,619,433 1,452,550 1,204,000 1,130,250 1,106,500 2,001,870 637,973 635,699 554,367 300,000 295,345 270,000 221,782 199,631 199,631 218,700 199,350 0 -536,999 2,321 33,500 -50,600 115,000 -2,200 -30,000 390,100 -411,400 93,109 -148,190 90,066 36 125,150 321,950 -332,700 -23,200 180,480 1,550,915 310,410 228,300 -35,410 80,200 113,400 2,200 18,123 378,600 60,000 75,000 118,745 -60,100 -448 150,000 -1,240 300 20,000 3,648 149,000 45,000 3,560 8,800 33,400 0 0 -347,350 0 241

% Change

14.5 20 0 -38.8 0.4 6.2 -9.2 53.3 -0.8 -10.7 14.5 -12.1 4 -13.7 13.7 0 24.6 127 -38.2 -4.2 12.7 29.8 23.4 -3.2 10.1 17.1 0.3 2.7 5.3 15.4 47.6 -15.9 -0.2 -1 0.2 20.4 3.4 8 4.8 0.5 1.3 5.8 0 0 -42.7 0 0.1

42

Spin-Off Equity Research

Institutional Holdings

Institution Name

Kansas City Southern Inds. Kansas City Southern Inds. Kansas City Southern Inds. Kansas City Southern Inds. Kansas City Southern Inds. Kansas City Southern Inds. Kansas City Southern Inds. Kansas City Southern Inds. Kansas City Southern Inds. Kansas City Southern Inds. Lason, Inc. Lason, Inc. Lason, Inc. Lason, Inc. Lason, Inc. Lason, Inc. Lason, Inc. Lason, Inc. Lason, Inc. Lason, Inc. Lucent Technologies, Inc. Lucent Technologies, Inc. Lucent Technologies, Inc. Lucent Technologies, Inc. Lucent Technologies, Inc. Lucent Technologies, Inc. Lucent Technologies, Inc. Lucent Technologies, Inc. Lucent Technologies, Inc. Lucent Technologies, Inc. Methode Electronics Methode Electronics Methode Electronics Methode Electronics Methode Electronics Methode Electronics Methode Electronics Methode Electronics Methode Electronics Methode Electronics Miller Industries, Inc. Miller Industries, Inc. Miller Industries, Inc. Miller Industries, Inc. Miller Industries, Inc. Miller Industries, Inc. Miller Industries, Inc. Miller Industries, Inc. Miller Industries, Inc. Miller Industries, Inc. Modis Professional Services Modis Professional Services Modis Professional Services Modis Professional Services Modis Professional Services Modis Professional Services Modis Professional Services Modis Professional Services Modis Professional Services Modis Professional Services National Data Corporation National Data Corporation National Data Corporation National Data Corporation National Data Corporation National Data Corporation National Data Corporation National Data Corporation National Data Corporation National Data Corporation

Ticker

KSU KSU KSU KSU KSU KSU KSU KSU KSU KSU LSON LSON LSON LSON LSON LSON LSON LSON LSON LSON LU LU LU LU LU LU LU LU LU LU METHA METHA METHA METHA METHA METHA METHA METHA METHA METHA MLR MLR MLR MLR MLR MLR MLR MLR MLR MLR MPS MPS MPS MPS MPS MPS MPS MPS MPS MPS NDC NDC NDC NDC NDC NDC NDC NDC NDC NDC

Report Date

TCW GROUP, INC. (THE) AMERICAN EXPRESS FINANCIAL CORP AIM MANAGEMENT GROUP INC. PPM AMERICA, INC. INVESCO FUNDS GROUP, INC. UMB BANK N/A/MO BARCLAYS BANK PLC FUND ASSET MANAGEMENT INC ALGER (FRED) MANAGEMENT INC MORGAN STANLEY DEAN WITTER & COMPANY EATON VANCE MANAGEMENT BARCLAYS BANK PLC DIMENSIONAL FUND ADVISORS INC PPM AMERICA, INC. TAUNUS CORPORATION UND VANGUARD GROUP, INC. (THE) STATE STREET CORPORATION BANK OF AMERICA CORPORATION TIAA CREF INVESTMENT MANAGEMENT, LLC PRUDENTIAL SECURITIES, INC. BARCLAYS BANK PLC FMR CORPORATION (FIDELITY MANAGEMENT & RESEARCH CORP) STATE STREET CORPORATION VANGUARD GROUP, INC. (THE) TAUNUS CORPORATION UND TIAA CREF INVESTMENT MANAGEMENT, LLC MELLON BANK, N.A. CITIGROUP INC. MORGAN (J.P.) & COMPANY INCORPORATED MORGAN STANLEY DEAN WITTER & COMPANY FMR CORPORATION (FIDELITY MANAGEMENT & RESEARCH CORP) WELLINGTON MANAGEMENT COMPANY PRICE (T.ROWE) ASSOCIATES PUTNAM INVESTMENT MANAGEMENT, INC. AIM MANAGEMENT GROUP INC. BARCLAYS BANK PLC NEUBERGER BERMAN, LLC MELLON BANK, N.A. OPPENHEIMERFUNDS, INC. AMERICAN INTERNATIONAL GROUP, INC ACCOUNT MANAGEMENT CORPORATION DIMENSIONAL FUND ADVISORS INC FUND ASSET MANAGEMENT INC ASHFORD CAPITAL MANAGEMENT INC. BARCLAYS BANK PLC ALLEN HOLDING INC. ROTHSCHILD INVESTMENT CORPORATION VANGUARD GROUP, INC. (THE) KERN CAPITAL MANAGEMENT LLC BALDWIN BROTHERS, INC. MASSACHUSETTS FINANCIAL SERVICES CO - OTHER SELIGMAN J.W.&CO INCORPORATED LEGG MASON INC. MELLON BANK, N.A. DRESDNER RCM GLOBAL INVESTORS LLC PEREGRINE CAPITAL MANAGEMENT INC. CAPITAL RESEARCH AND MANAGEMENT COMPANY PRICE (T.ROWE) ASSOCIATES REICH & TANG ASSET MGMT LORD ABBETT & CO MASSACHUSETTS FINANCIAL SERVICES CO - OTHER WANGER ASSET MANAGEMENT, L.P. PRICE (T.ROWE) ASSOCIATES MANNING & NAPIER ADVISORS INC MELLON BANK, N.A. SCHRODER INVESTMENT MANAGEMENT GROUP BARCLAYS BANK PLC PUTNAM INVESTMENT MANAGEMENT, INC. GARDNER, DORSEY, R. FUND ASSET MANAGEMENT INC

Report Date

3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 12/31/99 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00

Current Holdings

7,853,962 7,628,357 6,438,700 5,375,000 3,958,800 3,321,626 3,030,605 2,592,789 2,084,800 1,976,006 355,000 331,888 275,400 240,360 226,961 176,437 134,650 128,035 120,000 108,272 89,249,990 87,258,430 60,053,280 50,886,560 42,403,540 35,195,300 31,964,000 31,353,460 22,761,590 21,338,480 4,012,600 2,477,600 1,745,100 1,177,737 837,900 654,098 607,807 590,991 565,000 523,200 6,698,900 2,836,700 2,513,493 1,561,750 698,295 642,900 490,000 376,350 375,500 360,000 12,427,960 6,425,712 6,316,017 2,765,022 2,673,400 2,389,600 2,000,000 1,995,000 1,859,900 1,823,328 3,237,699 2,923,500 2,627,950 2,360,525 1,534,762 920,800 894,052 662,479 643,500 578,700

Value ($mm)

$528.18 $513.01 $433.00 $361.47 $266.23 $223.38 $203.81 $174.37 $140.20 $132.89 $0.93 $0.87 $0.72 $0.63 $0.60 $0.46 $0.35 $0.34 $0.32 $0.28 $5,109.56 $4,995.55 $3,438.05 $2,913.26 $2,427.60 $2,014.93 $1,829.94 $1,794.99 $1,303.10 $1,221.63 $143.97 $88.90 $62.61 $42.26 $30.06 $23.47 $21.81 $21.20 $20.27 $18.77 $15.47 $6.55 $5.81 $3.61 $1.61 $1.49 $1.13 $0.87 $0.87 $0.83 $127.39 $65.86 $64.74 $28.34 $27.40 $24.49 $20.50 $20.45 $19.06 $18.69 $71.42 $64.49 $57.97 $52.07 $33.86 $20.31 $19.72 $14.61 $14.20 $12.77

% Own

7 6.8 5.8 4.8 3.6 3 2.7 2.3 1.9 1.8 1.8 1.7 1.4 1.2 1.2 0.9 0.7 0.7 0.6 0.6 2.8 2.7 1.9 1.6 1.3 1.1 1 1 0.7 0.7 11.7 7.2 5.1 3.4 2.4 1.9 1.8 1.7 1.6 1.5 14.3 6.1 5.4 3.3 1.5 1.4 1 0.8 0.8 0.8 12.9 6.7 6.5 2.9 2.8 2.5 2.1 2.1 1.9 1.9 9.9 8.9 8 7.2 4.7 2.8 2.7 2 2 1.8

Shares Traded

-1,141,032 1,000,705 1,289,200 0 -39,600 -13,436 -220,310 -497,373 321,400 1,603,065 0 12,820 111,700 0 -11,300 7,800 -33,800 -164,200 2,500 22,986 844,270 12,722,950 399,900 1,200,800 -1,622,480 -1,573,200 -4,864,560 -2,221,360 -3,444,710 367,100 -601,100 2,475,200 -332,600 -54,650 350,200 857 -997,800 86,894 98,000 523,200 1,258,900 260,700 -422,907 405,900 32,452 -13,000 0 26,600 -869,200 0 -33,880 1,320,427 -51,915 1,475,424 1,147,400 489,600 0 -918,700 191,900 1,014,328 954,866 -216,000 -946,000 -1,351,225 277,896 213,200 486,676 155,417 455,400 251,500

% Change

-12.7 15.1 25 0 -1 -0.4 -6.8 -16.1 18.2 429.8 0 4 68.2 0 -4.7 4.6 -20.1 -56.2 2.1 27 1 17.1 0.7 2.4 -3.7 -4.3 -13.2 -6.6 -13.1 1.8 -13 103,133.30 -16 -4.4 71.8 0.1 -62.1 17.2 21 23.1 10.1 -14.4 35.1 4.9 -2 0 7.6 -69.8 0 -0.3 25.9 -0.8 114.4 75.2 25.8 0 -31.5 11.5 125.4 41.8 -6.9 -26.5 -36.4 22.1 30.1 119.5 30.7 242.1 76.9

Spin-Off Equity Research

43

Institutional Holdings

Institution Name

Orckit Communications Ltd. Orckit Communications Ltd. Orckit Communications Ltd. Orckit Communications Ltd. Orckit Communications Ltd. Orckit Communications Ltd. Orckit Communications Ltd. Orckit Communications Ltd. Orckit Communications Ltd. Orckit Communications Ltd. Palm Inc. Palm Inc. Palm Inc. Palm Inc. Palm Inc. Palm Inc. Palm Inc. Palm Inc. Palm Inc. Palm Inc. PSINet Inc. PSINet Inc. PSINet Inc. PSINet Inc. PSINet Inc. PSINet Inc. PSINet Inc. PSINet Inc. PSINet Inc. PSINet Inc. PTEK Holdings Inc. PTEK Holdings Inc. PTEK Holdings Inc. PTEK Holdings Inc. PTEK Holdings Inc. PTEK Holdings Inc. PTEK Holdings Inc. PTEK Holdings Inc. PTEK Holdings Inc. PTEK Holdings Inc. Ralston Purina Company Ralston Purina Company Ralston Purina Company Ralston Purina Company Ralston Purina Company Ralston Purina Company Ralston Purina Company Ralston Purina Company Ralston Purina Company Ralston Purina Company RPC, Inc. RPC, Inc. RPC, Inc. RPC, Inc. RPC, Inc. RPC, Inc. RPC, Inc. RPC, Inc. RPC, Inc. RPC, Inc. Sabre Holdings, Corp. Sabre Holdings, Corp. Sabre Holdings, Corp. Sabre Holdings, Corp. Sabre Holdings, Corp. Sabre Holdings, Corp. Sabre Holdings, Corp. Sabre Holdings, Corp. Sabre Holdings, Corp. Sabre Holdings, Corp.

Ticker

ORCT ORCT ORCT ORCT ORCT ORCT ORCT ORCT ORCT ORCT PALM PALM PALM PALM PALM PALM PALM PALM PALM PALM PSI PSI PSI PSI PSI PSI PSI PSI PSI PSI PTEK PTEK PTEK PTEK PTEK PTEK PTEK PTEK PTEK PTEK RAL RAL RAL RAL RAL RAL RAL RAL RAL RAL RES RES RES RES RES RES RES RES RES RES TSG TSG TSG TSG TSG TSG TSG TSG TSG TSG

Report Date

COLUMBUS CIRCLE INVESTORS NICHOLAS-APPLEGATE CAPITAL MANAGEMENT INC. MORGAN STANLEY DEAN WITTER & COMPANY JOHN HANCOCK ADVISERS, INC. RS INVESTMENT MANAGEMENT INC/CA TIAA CREF INVESTMENT MANAGEMENT, LLC DUNCAN-HURST CAPITAL MANAGEMENT AMERICAN CENTURY INVESTMENT MANAGEMENT INC. PROVIDENT INVESTMENT COUNSEL INC MERRILL LYNCH & CO., INC. INVESCO FUNDS GROUP, INC. FMR CORPORATION (FIDELITY MANAGEMENT & RESEARCH CORP) GOLDMAN SACHS GROUP INC WADDELL & REED FINANCIAL INC. MUNDER CAPITAL MANAGEMENT, INC. GALLEON MANAGEMENT L.P. BAUPOST GROUP, INC,.(THE) LLC JANUS CAPITAL CORPORATION ALGER (FRED) MANAGEMENT INC INVESCO INC. JANUS CAPITAL CORPORATION PRICE (T.ROWE) ASSOCIATES AXA FINANCIAL, INC. BANK OF AMERICA CORPORATION FMR CORPORATION (FIDELITY MANAGEMENT & RESEARCH CORP) INVESCO FUNDS GROUP, INC. MUNDER CAPITAL MANAGEMENT, INC. CAPITAL RESEARCH AND MANAGEMENT COMPANY AMERICAN GENERAL CORPORATION MORGAN STANLEY DEAN WITTER & COMPANY BARCLAYS BANK PLC DIMENSIONAL FUND ADVISORS INC TIAA CREF INVESTMENT MANAGEMENT, LLC FLEETBOSTON FINANCIAL CORPORATION HENDERSON INVESTORS LIMITED VANGUARD GROUP, INC. (THE) BENSON ASSOCIATES, LLC STATE STREET CORPORATION CALPERS (CALIFORNIA-PUBLIC EMPLOYEES RETIREMENT SYSTEM) MELLON BANK, N.A. BANK OF AMERICA CORPORATION MELLON BANK, N.A. BARCLAYS BANK PLC TIAA CREF INVESTMENT MANAGEMENT, LLC STATE STREET CORPORATION PRINCIPAL LIFE INSURANCE COMPANY GOLDMAN SACHS GROUP INC VANGUARD GROUP, INC. (THE) GAMCO INVESTORS INC TAUNUS CORPORATION UND FMR CORPORATION (FIDELITY MANAGEMENT & RESEARCH CORP) DIMENSIONAL FUND ADVISORS INC GAMCO INVESTORS INC TIAA CREF INVESTMENT MANAGEMENT, LLC BARCLAYS BANK PLC GABELLI FUNDS, LLC TAUNUS CORPORATION UND VANGUARD GROUP, INC. (THE) SUNTRUST BANKS, INC. NORTHERN TRUST CORPORATION PRIMECAP MANAGEMENT COMPANY CAPITAL RESEARCH AND MANAGEMENT COMPANY PIMCO ADVISORS. L.P. WELLINGTON MANAGEMENT COMPANY FMR CORPORATION (FIDELITY MANAGEMENT & RESEARCH CORP) NEUBERGER BERMAN, LLC SCUDDER KEMPER INVESTMENTS, INC. BARCLAYS BANK PLC PRUDENTIAL INSURANCE CO OF AMERICA STATE STREET CORPORATION

Report Date

3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 6/30/99 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00

Current Holdings

701,400 614,600 507,037 489,650 471,700 436,000 369,030 330,900 265,550 234,265 1,262,300 1,028,200 604,575 539,000 527,400 475,000 400,000 353,775 288,000 258,800 16,594,640 15,749,370 8,201,711 6,281,401 4,336,270 3,916,720 3,149,300 2,832,000 2,114,098 2,093,590 1,577,925 1,252,187 497,416 451,513 410,000 383,400 366,600 320,933 274,400 256,562 16,866,440 10,027,330 9,085,233 6,118,085 5,840,987 5,105,015 5,050,390 4,957,587 4,192,898 3,883,024 2,784,800 938,800 698,980 598,944 315,849 305,000 274,151 247,200 115,648 108,302 19,451,550 10,109,910 9,373,115 6,573,121 5,332,686 4,130,188 3,948,878 3,449,935 3,105,500 2,311,744

Value ($mm)

$17.55 $15.38 $12.69 $12.25 $11.80 $10.91 $9.23 $8.28 $6.64 $5.86 $29.03 $23.65 $13.91 $12.40 $12.13 $10.93 $9.20 $8.14 $6.62 $5.95 $432.46 $410.43 $213.74 $163.69 $113.00 $102.07 $82.07 $73.80 $55.09 $54.56 $5.43 $4.31 $1.71 $1.55 $1.41 $1.32 $1.26 $1.10 $0.94 $0.88 $313.04 $186.11 $168.62 $113.55 $108.41 $94.75 $93.74 $92.01 $77.82 $72.07 $29.60 $9.98 $7.43 $6.37 $3.36 $3.24 $2.91 $2.63 $1.23 $1.15 $559.23 $290.66 $269.48 $188.98 $153.31 $118.74 $113.53 $99.19 $89.28 $66.46

% Own

4.2 3.7 3 2.9 2.8 2.6 2.2 2 1.6 1.4 0.2 0.2 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0 10.5 10 5.2 4 2.8 2.5 2 1.8 1.3 1.3 3.4 2.7 1.1 1 0.9 0.8 0.8 0.7 0.6 0.5 5.5 3.3 3 2 1.9 1.7 1.6 1.6 1.4 1.3 9.9 3.3 2.5 2.1 1.1 1.1 1 0.9 0.4 0.4 15.1 7.8 7.3 5.1 4.1 3.2 3.1 2.7 2.4 1.8

Shares Traded

52,900 201,400 328,047 -12,050 10,000 350,000 101,100 330,900 -2,800 217,618 1,262,300 1,028,200 604,575 539,000 527,400 475,000 400,000 353,775 288,000 258,800 8,105,620 10,801,958 3,305,041 5,932,321 -1,956,430 1,837,000 371,000 619,600 1,120,150 -2,411,630 637,990 184,000 3,500 250,510 0 21,200 366,600 106,000 0 -69,600 407,860 2,052,819 -133,264 104,000 118,790 -216,315 969,184 -89,205 1,162,416 -192,337 2,000 22,100 36,000 0 2,286 5,000 -6,729 0 4,000 -37,286 16,009,430 8,571,210 9,009,380 6,573,121 2,490,596 3,299,307 2,209,837 2,910,589 3,105,500 1,645,645

% Change

8.2 48.7 183.3 -2.4 2.2 407 37.7 -1 1,307.30 95.5 218.3 67.5 1,699.40 -31.1 88.3 13.4 28 112.7 -53.5 67.9 17.2 0.7 124.6 0 5.9 49.3 0 -21.3 2.5 25.7 -1.4 1.7 2.1 -4.1 23.7 -1.8 38.4 -4.7 0.1 2.4 5.4 0 0.7 1.7 -2.4 0 3.6 -25.6 465.1 557 2,476.90 87.6 397.1 127.1 539.7 247.1

44

Spin-Off Equity Research

Institutional Holdings

Institution Name

National Data Corporation National Data Corporation National Data Corporation National Data Corporation National Data Corporation National Data Corporation National Data Corporation National Data Corporation National Data Corporation National Data Corporation New York Times Co. New York Times Co. New York Times Co. New York Times Co. New York Times Co. New York Times Co. New York Times Co. New York Times Co. New York Times Co. New York Times Co. Orckit Communications Ltd. Orckit Communications Ltd. Orckit Communications Ltd. Orckit Communications Ltd. Orckit Communications Ltd. Orckit Communications Ltd. Orckit Communications Ltd. Orckit Communications Ltd. Orckit Communications Ltd. Orckit Communications Ltd. Palm Inc. Palm Inc. Palm Inc. Palm Inc. Palm Inc. Palm Inc. Palm Inc. Palm Inc. Palm Inc. Palm Inc. PetSmart, Inc. PetSmart, Inc. PetSmart, Inc. PetSmart, Inc. PetSmart, Inc. PetSmart, Inc. PetSmart, Inc. PetSmart, Inc. PetSmart, Inc. PetSmart, Inc. Primark Corporation Primark Corporation Primark Corporation Primark Corporation Primark Corporation Primark Corporation Primark Corporation Primark Corporation Primark Corporation Primark Corporation PSINet Inc. PSINet Inc. PSINet Inc. PSINet Inc. PSINet Inc. PSINet Inc. PSINet Inc. PSINet Inc. PSINet Inc. PSINet Inc.

Ticker

NDC NDC NDC NDC NDC NDC NDC NDC NDC NDC NYT NYT NYT NYT NYT NYT NYT NYT NYT NYT ORCT ORCT ORCT ORCT ORCT ORCT ORCT ORCT ORCT ORCT PALM PALM PALM PALM PALM PALM PALM PALM PALM PALM PETM PETM PETM PETM PETM PETM PETM PETM PETM PETM PMK PMK PMK PMK PMK PMK PMK PMK PMK PMK PSI PSI PSI PSI PSI PSI PSI PSI PSI PSI

Report Date

MASSACHUSETTS FINANCIAL SERVICES CO - OTHER WANGER ASSET MANAGEMENT, L.P. PRICE (T.ROWE) ASSOCIATES MANNING & NAPIER ADVISORS INC MELLON BANK, N.A. SCHRODER INVESTMENT MANAGEMENT GROUP BARCLAYS BANK PLC PUTNAM INVESTMENT MANAGEMENT, INC. GARDNER, DORSEY, R. FUND ASSET MANAGEMENT INC GOLDMAN SACHS GROUP INC JANUS CAPITAL CORPORATION MASSACHUSETTS FINANCIAL SERVICES CO - OTHER FMR CORPORATION (FIDELITY MANAGEMENT & RESEARCH CORP) BARCLAYS BANK PLC STATE STREET CORPORATION CAPITAL RESEARCH AND MANAGEMENT COMPANY VANGUARD GROUP, INC. (THE) TAUNUS CORPORATION UND FUND ASSET MANAGEMENT INC COLUMBUS CIRCLE INVESTORS NICHOLAS-APPLEGATE CAPITAL MANAGEMENT INC. MORGAN STANLEY DEAN WITTER & COMPANY JOHN HANCOCK ADVISERS, INC. RS INVESTMENT MANAGEMENT INC/CA TIAA CREF INVESTMENT MANAGEMENT, LLC DUNCAN-HURST CAPITAL MANAGEMENT AMERICAN CENTURY INVESTMENT MANAGEMENT INC. PROVIDENT INVESTMENT COUNSEL INC MERRILL LYNCH & CO., INC. INVESCO FUNDS GROUP, INC. FMR CORPORATION (FIDELITY MANAGEMENT & RESEARCH CORP) GOLDMAN SACHS GROUP INC WADDELL & REED FINANCIAL INC. MUNDER CAPITAL MANAGEMENT, INC. GALLEON MANAGEMENT L.P. BAUPOST GROUP, INC,.(THE) LLC JANUS CAPITAL CORPORATION ALGER (FRED) MANAGEMENT INC INVESCO INC. EDGEMONT ASSET MANAGEMENT CORPORATION CAPITAL RESEARCH AND MANAGEMENT COMPANY THOMSON HORSTMANN & BRYANT, INC. BARCLAYS BANK PLC STRAUS CAPITAL MANAGEMENT LLC FUND ASSET MANAGEMENT INC CALPERS (CALIFORNIA-PUBLIC EMPLOYEES RETIREMENT SYSTEM) FULLER & THALER ASSET MANAGEMENT INC. VANGUARD GROUP, INC. (THE) DIMENSIONAL FUND ADVISORS INC GEOCAPITAL LLC WADDELL & REED FINANCIAL INC. DIMENSIONAL FUND ADVISORS INC BLUM CAPITAL PARTNERS, L.P. FUND ASSET MANAGEMENT INC CRAMER ROSENTHAL McGLYNN LLC/ADV NEUBERGER BERMAN, LLC TWEEDY BROWNE COMPANY, L.L.C. BARCLAYS BANK PLC STATE STREET CORPORATION JANUS CAPITAL CORPORATION PRICE (T.ROWE) ASSOCIATES AXA FINANCIAL, INC. BANK OF AMERICA CORPORATION FMR CORPORATION (FIDELITY MANAGEMENT & RESEARCH CORP) INVESCO FUNDS GROUP, INC. MUNDER CAPITAL MANAGEMENT, INC. CAPITAL RESEARCH AND MANAGEMENT COMPANY AMERICAN GENERAL CORPORATION MORGAN STANLEY DEAN WITTER & COMPANY

Report Date

3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00

Current Holdings

3,237,699 2,923,500 2,627,950 2,360,525 1,534,762 920,800 894,052 662,479 643,500 578,700 5,977,667 5,631,215 5,217,067 5,197,838 4,905,220 3,517,739 2,930,000 2,385,230 2,254,271 2,106,542 701,400 614,600 507,037 489,650 471,700 436,000 369,030 330,900 265,550 234,265 1,262,300 1,028,200 604,575 539,000 527,400 475,000 400,000 353,775 288,000 258,800 6,080,000 4,676,000 2,786,200 2,038,959 1,980,000 1,720,794 1,155,900 994,600 981,450 843,300 2,132,033 1,819,200 1,638,100 996,400 771,559 572,550 519,250 436,848 406,065 235,368 16,594,640 15,749,370 8,201,711 6,281,401 4,336,270 3,916,720 3,149,300 2,832,000 2,114,098 2,093,590

Value ($mm)

$71.42 $64.49 $57.97 $52.07 $33.86 $20.31 $19.72 $14.61 $14.20 $12.77 $230.50 $217.14 $201.17 $200.43 $189.15 $135.64 $112.98 $91.97 $86.92 $81.23 $17.55 $15.38 $12.69 $12.25 $11.80 $10.91 $9.23 $8.28 $6.64 $5.86 $29.03 $23.65 $13.91 $12.40 $12.13 $10.93 $9.20 $8.14 $6.62 $5.95 $18.24 $14.03 $8.36 $6.12 $5.94 $5.16 $3.47 $2.98 $2.94 $2.53 $55.43 $47.30 $42.59 $25.91 $20.06 $14.89 $13.50 $11.36 $10.56 $6.12 $432.46 $410.43 $213.74 $163.69 $113.00 $102.07 $82.07 $73.80 $55.09 $54.56

% Own

9.9 8.9 8 7.2 4.7 2.8 2.7 2 2 1.8 3.5 3.3 3.1 3.1 2.9 2.1 1.7 1.4 1.3 1.2 4.2 3.7 3 2.9 2.8 2.6 2.2 2 1.6 1.4 0.2 0.2 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0 5.4 4.2 2.5 1.8 1.8 1.5 1 0.9 0.9 0.8 10.5 9 8.1 4.9 3.8 2.8 2.6 2.2 2 1.2 10.5 10 5.2 4 2.8 2.5 2 1.8 1.3 1.3

Shares Traded

954,866 -216,000 -946,000 -1,351,225 277,896 213,200 486,676 155,417 455,400 251,500 584,043 2,671,715 62,920 3,035,830 -88,262 167,465 -300,000 1,441 64,556 24,331 52,900 201,400 328,047 -12,050 10,000 350,000 101,100 330,900 -2,800 217,618 1,262,300 1,028,200 604,575 539,000 527,400 475,000 400,000 353,775 288,000 258,800 80,000 526,000 -235,200 -13,333 375,000 17,994 0 630,750 -134,500 187,000 111,325 779,000 260,400 0 114,599 505,350 -43,181 -6,947 -2,766 38,600 8,105,620 10,801,958 3,305,041 5,932,321 -1,956,430 1,837,000 371,000 619,600 1,120,150 -2,411,630

% Change

41.8 -6.9 -26.5 -36.4 22.1 30.1 119.5 30.7 242.1 76.9 10.8 90.3 1.2 140.4 -1.8 5 -9.3 0.1 2.9 1.2 8.2 48.7 183.3 -2.4 2.2 407 37.7 -1 1,307.30 1.3 12.7 -7.8 -0.6 23.4 1.1 0 173.4 -12.1 28.5 5.5 74.9 18.9 0 17.4 752 -7.7 -1.6 -0.7 19.6 95.5 218.3 67.5 1,699.40 -31.1 88.3 13.4 28 112.7 -53.5

Spin-Off Equity Research

45

Institutional Holdings

Institution Name

Sara Lee Sara Lee Sara Lee Sara Lee Sara Lee Sara Lee Sara Lee Sara Lee Sara Lee Sara Lee Silicon Graphics, Inc. Silicon Graphics, Inc. Silicon Graphics, Inc. Silicon Graphics, Inc. Silicon Graphics, Inc. Silicon Graphics, Inc. Silicon Graphics, Inc. Silicon Graphics, Inc. Silicon Graphics, Inc. Silicon Graphics, Inc. St. Joe Company St. Joe Company St. Joe Company St. Joe Company St. Joe Company St. Joe Company St. Joe Company St. Joe Company St. Joe Company St. Joe Company Staples, Inc. Staples, Inc. Staples, Inc. Staples, Inc. Staples, Inc. Staples, Inc. Staples, Inc. Staples, Inc. Staples, Inc. Staples, Inc. Symantec Corporation Symantec Corporation Symantec Corporation Symantec Corporation Symantec Corporation Symantec Corporation Symantec Corporation Symantec Corporation Symantec Corporation Symantec Corporation Technology Solutions Co. Technology Solutions Co. Technology Solutions Co. Technology Solutions Co. Technology Solutions Co. Technology Solutions Co. Technology Solutions Co. Technology Solutions Co. Technology Solutions Co. Technology Solutions Co. Thermo Electron Corp. Thermo Electron Corp. Thermo Electron Corp. Thermo Electron Corp. Thermo Electron Corp. Thermo Electron Corp. Thermo Electron Corp. Thermo Electron Corp. Thermo Electron Corp. Thermo Electron Corp.

Ticker

SLE SLE SLE SLE SLE SLE SLE SLE SLE SLE SGI SGI SGI SGI SGI SGI SGI SGI SGI SGI JOE JOE JOE JOE JOE JOE JOE JOE JOE JOE SPLS SPLS SPLS SPLS SPLS SPLS SPLS SPLS SPLS SPLS SYMC SYMC SYMC SYMC SYMC SYMC SYMC SYMC SYMC SYMC TSCC TSCC TSCC TSCC TSCC TSCC TSCC TSCC TSCC TSCC TMO TMO TMO TMO TMO TMO TMO TMO TMO TMO

Report Date

CAPITAL RESEARCH AND MANAGEMENT COMPANY BARCLAYS BANK PLC STATE STREET CORPORATION PUTNAM INVESTMENT MANAGEMENT, INC. VANGUARD GROUP, INC. (THE) MELLON BANK, N.A. TAUNUS CORPORATION UND BANK ONE CORPORATION PRUDENTIAL INSURANCE CO OF AMERICA FUND ASSET MANAGEMENT INC FMR CORPORATION (FIDELITY MANAGEMENT & RESEARCH CORP) IRIDIAN ASSET MANAGEMENT LLC CAPITAL RESEARCH AND MANAGEMENT COMPANY BARCLAYS BANK PLC BANK OF AMERICA CORPORATION STATE STREET CORPORATION BANK ONE CORPORATION VANGUARD GROUP, INC. (THE) TAUNUS CORPORATION UND ICC CAPITAL MANAGEMENT, INC. FRANKLIN RESOURCES, INC CITIGROUP INC. HIGHFIELDS CAPITAL MANAGEMENT L.P. STATE FARM MUTUAL AUTOMOBILE INSURANCE CO HARRIS ASSOCIATES L.P. GABELLI FUNDS, LLC BARCLAYS BANK PLC BOWEN, HANES & COMPANY, INC. DELPHI MANAGEMENT INC. FUND ASSET MANAGEMENT INC JANUS CAPITAL CORPORATION FMR CORPORATION (FIDELITY MANAGEMENT & RESEARCH CORP) NORTHERN TRUST CORPORATION BARCLAYS BANK PLC STATE STREET RESEARCH & MANAGEMENT COMPANY - OTHER STATE STREET CORPORATION CITIGROUP INC. MACKAY-SHIELDS FINANCIAL CORPORATION AXA FINANCIAL, INC. VANGUARD GROUP, INC. (THE) SELIGMAN J.W.&CO INCORPORATED LEGG MASON INC. FMR CORPORATION (FIDELITY MANAGEMENT & RESEARCH CORP) NICHOLAS-APPLEGATE CAPITAL MANAGEMENT INC. INVESCO FUNDS GROUP, INC. BARCLAYS BANK PLC CHASE MANHATTAN CORPORATION BANK ONE CORPORATION DUNCAN-HURST CAPITAL MANAGEMENT MAVERICK CAPITAL LTD. FMR CORPORATION (FIDELITY MANAGEMENT & RESEARCH CORP) GEOCAPITAL LLC MASSACHUSETTS FINANCIAL SERVICES CO - OTHER BROOKSIDE CAPITAL INVESTORS, INC. KOPP INVESTMENT ADVISORS. INC. ARTISAN PARTNERS LIMITED PARTNERSHIP MELLON BANK, N.A. S SQUARED TECHNOLOGY CORP. PUTNAM INVESTMENT MANAGEMENT, INC. WALL STREET ASSOCIATES FMR CORPORATION (FIDELITY MANAGEMENT & RESEARCH CORP) DODGE & COX INC FRANKLIN RESOURCES, INC CAPITAL RESEARCH AND MANAGEMENT COMPANY IRIDIAN ASSET MANAGEMENT LLC BARCLAYS BANK PLC HARRIS ASSOCIATES L.P. WELLINGTON MANAGEMENT COMPANY MELLON BANK, N.A. STATE STREET CORPORATION

Report Date

3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00

Current Holdings

74,604,500 28,035,040 19,918,370 17,101,480 14,549,380 12,496,600 11,744,970 8,958,542 8,630,348 8,102,943 12,717,820 9,642,300 5,289,000 5,073,294 3,142,191 3,121,704 3,108,509 2,560,278 2,429,571 1,891,681 4,135,559 1,788,554 1,584,600 1,263,300 610,400 565,000 553,068 526,650 519,700 483,600 47,627,160 45,863,670 13,737,940 12,558,840 9,225,880 9,126,138 8,973,435 8,212,180 7,772,934 6,763,723 5,242,500 3,658,722 1,851,800 1,795,391 1,350,600 1,133,940 1,017,958 953,245 913,740 900,000 4,727,650 3,844,624 3,504,130 2,500,300 1,405,028 1,352,682 1,202,080 1,059,150 914,500 892,100 23,143,510 11,234,600 8,001,800 6,925,000 5,502,400 4,869,636 4,847,248 4,770,400 3,727,959 2,848,525

Value ($mm)

% Own

Shares Traded

5,334,100 -632,940 105,070 -6,170,030 105,510 -493,650 -547,730 -2,256,718 1,056,503 909,395 2,193,100 -1,225,400 0 -133,290 -11,359 43,571 15,175 -141,735 -151,143 468,615 -859,200 71,546 -173,900 0 51,500 0 21,308 0 -200 143,600 7,212,340 -46,730 -1,660,270 -129,860 -615,745 54,254 584,754 -1,463,348 6,850,998 146,145 620,100 -364,943 122,940 191,016 626,450 -440,992 766,233 335,140 90,990 900,000 2,662,500 983,270 166,170 -855,000 -299,297 1,174,107 994,950 281,400 243,300 749,400 2,775,600 706,400 995,200 -1,000,000 5,502,400 602,676 -956,149 708,000 -1,119,099 -179,375

% Change

7.7 -2.2 0.5 -26.5 0.7 -3.8 -4.5 -20.1 13.9 12.6 20.8 -11.3 0 -2.6 -0.4 1.4 0.5 -5.2 -5.9 32.9 -17.2 4.2 -9.9 0 9.2 0 4 0 0 42.2 17.8 -0.1 -10.8 -1 -6.3 0.6 7 -15.1 743.1 2.2 13.4 -9.1 7.1 11.9 86.5 -28 304.4 54.2 11.1 128.9 34.4 5 -25.5 -17.6 657.5 480.4 36.2 36.2 525.2 13.6 6.7 14.2 -12.6 14.1 -16.5 17.4 -23.1 -5.9

$1,342.88 8.6 $504.63 3.2 $358.53 2.3 $307.83 2 $261.89 1.7 $224.94 1.4 $211.41 1.4 $161.25 1 $155.35 1 $145.85 0.9 $84.32 6.9 $63.93 5.2 $35.07 2.9 $33.64 2.7 $20.83 1.7 $20.70 1.7 $20.61 1.7 $16.97 1.4 $16.11 1.3 $12.54 1 $123.82 4.9 $53.55 2.1 $47.44 1.9 $37.82 1.5 $18.28 0.7 $16.92 0.7 $16.56 0.7 $15.77 0.6 $15.56 0.6 $14.48 0.6 $702.50 10.4 $676.49 10 $202.63 3 $185.24 2.7 $136.08 2 $134.61 2 $132.36 2 $121.13 1.8 $114.65 1.7 $99.76 1.5 $344.69 8.8 $240.56 6.2 $121.76 3.1 $118.05 3 $88.80 2.3 $74.56 1.9 $66.93 1.7 $62.68 1.6 $60.08 1.5 $59.18 1.5 $23.21 10.8 $18.88 8.8 $17.21 8 $12.28 5.7 $6.90 3.2 $6.64 3.1 $5.90 2.7 $5.20 2.4 $4.49 2.1 $4.38 2 $429.54 14.8 $208.51 7.2 $148.51 5.1 $128.53 4.4 $102.12 3.5 $90.38 3.1 $89.96 3.1 $88.54 3.1 $69.19 2.4 $52.87 1.8

46

Spin-Off Equity Research

Institutional Holdings

Institution Name

Titan Corporation Titan Corporation Titan Corporation Titan Corporation Titan Corporation Titan Corporation Titan Corporation Titan Corporation Titan Corporation Titan Corporation Tyco Intl. Ltd. Tyco Intl. Ltd. Tyco Intl. Ltd. Tyco Intl. Ltd. Tyco Intl. Ltd. Tyco Intl. Ltd. Tyco Intl. Ltd. Tyco Intl. Ltd. Tyco Intl. Ltd. Tyco Intl. Ltd. Ucar International Ucar International Ucar International Ucar International Ucar International Ucar International Ucar International Ucar International Ucar International Ucar International Viacom, Inc. Viacom, Inc. Viacom, Inc. Viacom, Inc. Viacom, Inc. Viacom, Inc. Viacom, Inc. Viacom, Inc. Viacom, Inc. Viacom, Inc. Weatherford International Weatherford International Weatherford International Weatherford International Weatherford International Weatherford International Weatherford International Weatherford International Weatherford International Weatherford International Western Resources Inc. Western Resources Inc. Western Resources Inc. Western Resources Inc. Western Resources Inc. Western Resources Inc. Western Resources Inc. Western Resources Inc. Western Resources Inc. Western Resources Inc.

Ticker

TTN TTN TTN TTN TTN TTN TTN TTN TTN TTN TYC TYC TYC TYC TYC TYC TYC TYC TYC TYC UCR UCR UCR UCR UCR UCR UCR UCR UCR UCR VIA VIA VIA VIA VIA VIA VIA VIA VIA VIA WFT WFT WFT WFT WFT WFT WFT WFT WFT WFT WR WR WR WR WR WR WR WR WR WR

Report Date

MORGAN STANLEY DEAN WITTER & COMPANY FMR CORPORATION (FIDELITY MANAGEMENT & RESEARCH CORP) COLUMBUS CIRCLE INVESTORS PALISADE CAPITAL MANAGEMENT, L.L.C. BABSON (DAVID L) & CO INC CREDIT SUISSE ASSET MANAGEMENT BLACKROCK INC. DRIEHAUS CAPITAL MANAGEMENT, INC. AXA FINANCIAL, INC. BARCLAYS BANK PLC AXA FINANCIAL, INC. FMR CORPORATION (FIDELITY MANAGEMENT & RESEARCH CORP) PUTNAM INVESTMENT MANAGEMENT, INC. MASSACHUSETTS FINANCIAL SERVICES CO - OTHER AIM MANAGEMENT GROUP INC. BARCLAYS BANK PLC CITIGROUP INC. TIAA CREF INVESTMENT MANAGEMENT, LLC MORGAN (J.P.) & COMPANY INCORPORATED MORGAN STANLEY DEAN WITTER & COMPANY SOUTHEASTERN ASSET MANAGEMENT, INC. WELLINGTON MANAGEMENT COMPANY GAMCO INVESTORS INC FRANKLIN RESOURCES, INC MELLON BANK, N.A. PIMCO ADVISORS. L.P. BERNSTEIN (SANFORD C) & COMPANY INC SCHAFER CAPITAL MANAGEMENT, INC. ARNHOLD & S. BLEICHROEDER, INC. BARCLAYS BANK PLC CAPITAL RESEARCH AND MANAGEMENT COMPANY GAMCO INVESTORS INC GABELLI FUNDS, LLC FMR CORPORATION (FIDELITY MANAGEMENT & RESEARCH CORP) FEDERATED INVESTORS, INC. TIAA CREF INVESTMENT MANAGEMENT, LLC NICHOLAS-APPLEGATE CAPITAL MANAGEMENT INC. CAPITAL GUARDIAN TRUST COMPANY CALPERS (CALIFORNIA-PUBLIC EMPLOYEES RETIREMENT SYSTEM) WM ADVISORS INC./WA FMR CORPORATION (FIDELITY MANAGEMENT & RESEARCH CORP) CITIGROUP INC. DRESDNER RCM GLOBAL INVESTORS LLC MORGAN STANLEY DEAN WITTER & COMPANY AIM MANAGEMENT GROUP INC. WELLINGTON MANAGEMENT COMPANY NICHOLAS-APPLEGATE CAPITAL MANAGEMENT INC. SENECA CAPITAL MANAGEMENT LLC MASSACHUSETTS FINANCIAL SERVICES CO - OTHER STRONG CAPITAL MANAGEMENT, INC. WEITZ (WALLACE) R. & COMPANY FRANKLIN RESOURCES, INC SASCO CAPITAL, INC. CAPITAL RESEARCH AND MANAGEMENT COMPANY CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM BARCLAYS BANK PLC PIMCO ADVISORS. L.P. CALPERS (CALIFORNIA-PUBLIC EMPLOYEES RETIREMENT SYSTEM) RUSSELL (FRANK) COMPANY INC JOHN HANCOCK ADVISERS, INC.

Report Date

3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00 3/31/00

Current Holdings

Value ($mm)

% Own

6.1 3.2 2.8 2.5 1.9 1.9 1.8 1.7 1.6 1.6 6.8 5.1 4.5 3.6 3 2.8 2.4 2.3 2.2 1.8 18.6 4.7 4 3.9 3.3 2.5 2.3 2.1 2 2 6 5.1 3.2 2.4 1.1 0.7 0.4 0.3 0.3 0.2 12.4 3.6 3.4 2.8 2.2 2.2 2 1.9 1.9 1.8 7.6 3.5 3.4 1.9 1.6 1.5 0.8 0.8 0.7 0.7

Shares Traded

1,548,257 1,602,700 510,900 1,156,695 -251,400 940,900 891,251 116,161 14,310 225,125 -21,236,400 -8,346,280 15,182,510 8,697,040 12,720,800 -1,921,430 8,528,260 -465,860 1,471,470 8,435,970 -90,000 70,800 1,704,900 198,515 1,347,010 -29,175 220,190 -34,000 195,000 25,494 0 -414,383 49,200 -954,416 -330,100 0 55,500 -10,700 0 -100 1,454,530 321,304 258,925 2,098,558 355,040 490,300 1,272,800 388 536,524 -86,600 532,100 300 -75,150 -275,000 0 157,783 278,987 0 55,100 0

% Change

99.8 59,359.30 54.7 1,302.60 -21 15.2 1.8 38.9 -15.8 -9 25.6 17.1 34.5 -4 26.7 -1.2 4.1 40.5 -1 3.3 1,002.90 11.9 616.2 -2.4 24.7 -3.3 25.2 2.8 0 -5.5 1.1 -22.6 -17.8 0 13 -2.7 0 0 12.1 9 7.6 216.4 17.6 26.3 142.3 0 36.2 -4.2 11.4 0 -3.1 -17.5 0 17.8 96 0 13 0

3,100,301 $111.24 1,605,400 $57.60 1,444,200 $51.82 1,245,495 $44.69 944,400 $33.89 940,900 $33.76 891,251 $31.98 880,224 $31.58 804,310 $28.86 803,210 $28.82 113,164,800 $5,325.54 84,243,710 $3,964.51 74,552,220 $3,508.43 59,591,800 $2,804.39 49,595,540 $2,333.97 46,516,740 $2,189.08 40,429,990 $1,902.64 37,669,580 $1,772.73 37,133,630 $1,747.51 29,265,290 $1,377.22 8,810,200 $107.92 2,210,400 $27.08 1,874,900 $22.97 1,861,115 $22.80 1,565,616 $19.18 1,172,738 $14.37 1,112,600 $13.63 989,600 $12.12 970,000 $11.88 934,093 $11.44 8,251,800 $519.86 7,082,313 $446.19 4,437,200 $279.54 3,271,560 $206.11 1,529,000 $96.33 918,686 $57.88 483,436 $30.46 381,200 $24.02 355,456 $22.39 309,100 $19.47 13,472,950 $580.15 3,882,655 $167.19 3,685,025 $158.68 3,068,420 $132.13 2,376,640 $102.34 2,351,499 $101.26 2,167,500 $93.33 2,030,898 $87.45 2,020,579 $87.01 1,966,832 $84.69 5,194,700 $81.19 2,415,300 $37.75 2,321,970 $36.29 1,300,000 $20.32 1,064,762 $16.64 1,045,112 $16.34 569,595 $8.90 534,544 $8.35 478,490 $7.48 457,200 $7.15

Spin-Off Equity Research

47

Valuation Snapshot

3Com / Palm

3Com (COMS)

Current Price Shares Out (000) Market Cap. (000) Enterprise Value Sales 12 Month Trailing Book Per Share $ $ $ $ $ 56.25 356,000 20,025,000 18,244,510 5,693,240 11.38 408-326-5000

Palm (PALM)

Current Price Shares Out / Float Market Cap. (000) Enterprise Value TTM Sales | Price /Sales Book Value | Price /Book $ $ $ $ $ 30.25 564,000 17,061,000 17,106,000 857,350 (0.14)

408-326-9000 23,000

Insider / Inst. Held 96% Short Int. / ratio 21.712 8.606 52 Week Range $22.62 - $119.75 $19.87 - $165 3Com ownership of Palm With Palm | multiple Without PALM per share | multiple Shares owned (000) 532,000 Price-to-Sales $15.99 | 3.51 X Price-to-Sales $13.58 | 0.81 X Ratio Per 3Com share 1.4944 Price-to-Book $11.38 | 4.94 X Price-to-Book $11.6 | 0.95 X Value Per 3Com share $45.2 Price/Earnings $0.56 | 100.45 X Price/Earnings $0.45 | 24.25 X 3Com Stub Value $11.04 Price/EBITDA $2.38 | 23.67 X Price/EBITDA $13.58 | 5.16 X Economic Interest 94% Enterpr./EBITDA 21.57 X Enterpr./EBITDA 2.88 X 3Com Relationship with Palm 3Com / Palm Spread Relationship Intend to Spin Yes 40 Day Average $ 7.95 IRS Tax Free Ruling Received 40 Day Variance $ 3.14 Record Date / Distr. Date 7/11/00 7/27/00 40 Day St. Dev. $ 1.77 Palm IPO Date / Price 3/2/00 $38 40 Day Correlation 0.96 IPO-Lockup Expires 1/0/00 Shares to Distribute / Float 16.6 X

Insider / Inst. Held Short Int. / ratio 52 Week Range

5% 6.245

55% 1.427

19.9 X -214.52 X 2%

Daily Graph

Implied 3Com

3Com

Palm

$120 $100 $80 $60 $40 $20 $0 -$20 -$40 -$60 -$80

02/1 6/00 03/0 2/00 03/1 6/00 03/3 0/00 04/1 3/00 04/2 8/00 05/1 2/00 05/2 6/00 06/1 2/00 06/2 6/00

3Com Corp. is a broad-based supplier of local area network (LAN) and wide area network (WAN) systems. 3Com's networking solutions are marketed to large enterprises (including corporations, educational institutions, and government sectors), small businesses, consumers, and telecommunications and Internet service providers. 3Com offers a broad range of products, which are grouped into two general categories: Network Systems Products and Personal Connectivity Products. Among the Company's networking products are switches, hubs, remote access systems, routers, network management software, network interface cards, modems and handheld connected organizers. Palm, Inc. is a global provider of handheld computing devices. The Company develops, designs and markets its Palm-branded handheld devices, which currently include the Palm III, Palm V and Internet-enabled Palm VII product families. The Company operates in the worldwide personal companion handheld device market, which International Data Corporation defines as small, pocket-sized devices that feature pen-based input and allow users to automatically copy and conform, or synchronize, information between the device and a personal computer.

Value per Share

48

Spin-Off Equity Research

Valuation Snapshot

American Home products / Immunex

American Home products (AHP)

Current Price Shares Out (000) Market Cap. (000) Enterprise Value Sales 12 Month Trailing Book Per Share $ $ $ $ $ 58.81 1,306,000 76,809,125 79,159,835 13,444,000 4.79 973-660-5000

Immunex (IMNX)

Current Price Shares Out / Float Market Cap. (000) Enterprise Value TTM Sales | Price /Sales Book Value | Price /Book $ $ $ $ $ 62.25 532,680 33,159,330 32,483,970 623,000 0.87

206-587-0430 244,500

Insider / Inst. Held Short Int. / ratio 52 Week Range Shares owned (000) Ratio Per American Home pr Value Per American Home p American Home products Stu Economic Interest

1% 5.4

$36.5 - $61.62

American Home products ownership

288,180 0.2207 $13.73 $45.07 54%

Insider / Inst. Held Short Int. / ratio 52 Week Range With Immunex | multiple Price-to-Sales $10.29 | 5.71 X Price-to-Book $4.79 | 12.29 X Price/Earnings $1.92 | 30.63 X Price/EBITDA Enterpr./EBITDA $2.82 | 20.85 X 21.49 X

68% 1.826

65% 6.57

$13.76 - $83.6

53.23 X 71.79 X 32%

0.935

Without IMNX per share | multiple Price-to-Sales $9.81 | 4.59 X Price-to-Book $4.59 | 9.8 X Price/Earnings $1.86 | 24.22 X Price/EBITDA Enterpr./EBITDA $2.75 | 16.36 X 17.1 X

American Home products Relationship with Immunex Intend to Spin NO IRS Tax Free Ruling N/A Record Date / Distr. Date N/A N/A Immunex IPO Date / Price 3/1/91 $4.46 IPO-Lockup Expires 1/0/00 Shares to Distribute / Float 1.2 X

American Home products / Immunex Spread Relationship 40 Day Average $ 47.82 40 Day Variance $ 4.04 40 Day St. Dev. $ 2.01 40 Day Correlation 0.69

Daily Graph $90 $80 $70 $60 $50 $40 $30 $20 $10 $0

02/1 6/00 03/0 2/00 03/1 6/00 03/3 0/00 04/1

Implied American Home products American Home products Immunex

Value per Share

3/00

04/2

8/00

05/1

2/00

05/2

6/00

06/1

2/00

06/2

6/00

American Home Products is currently engaged in the discovery, development, manufacture, distribution and sale of a diversified line of products in three primary businesses, Pharmaceuticals, Consumer Health Care and Agricultural Products. The Company's Pharmaceuticals segment manufactures, distributes and sells branded and generic human ethical pharmaceuticals, biologicals, nutritionals and animal biologicals and pharmaceuticals. The Company's Consumer Health Care segment manufactures, distributes and sells over-the-counter healthcare products. In addition, the Company's Agricultural Products Group manufactures, distributes and sells crop protection and pest control products. Products include Triphasil, infant nutritionals, neuroscience therapies, Advil, Robitussin and Dimetapp, Centrum and Centrum Silver vitamins, and herbal products.

Immunex is a biopharmaceutical company that discovers, develops, manufactures and markets innovative therapeutic products for the treatment of human diseases including cancer, infectious diseases and immunological disorders. The Company's major product lines are Enbrel, Leukine, Novantrone and Thioplex. Enbrel is a soluble tumor necrosis factor receptor used to reduce inflammatory activity in patients with moderate to severe rheumatoid arthritis. Leukine is a yeast-derived granulocyte-macrophage colony-stimulating factor that is used to stimulate infection-fighting white blood cells. Novantrone and Thioplex are chemotherapy drugs that are used to treat pain in cancer patients. Immunex is currently developing new products to address ailments such as inflammatory disease, infection, multiple sclerosis, asthma and cancer.

Spin-Off Equity Research

49

Valuation Snapshot

Cabot / Cabot Micro.

Cabot (CBT)

Current Price Shares Out (000) Market Cap. (000) Enterprise Value Sales 12 Month Trailing Book Per Share $ $ $ $ $ 29.19 72,000 2,101,500 2,684,500 1,454,000 9.58 617-345-0100

Cabot Micro. (CCMP)

Current Price Shares Out / Float Market Cap. (000) Enterprise Value TTM Sales | Price /Sales Book Value | Price /Book $ $ $ $ $ 51.19 23,500 1,202,906 1,225,101 112,000 2.73

630-375-6631 4,000

Insider / Inst. Held Short Int. / ratio 52 Week Range

Insider / Inst. Held Short Int. / ratio 52 Week Range $17.93 - $30.87 Cabot ownership of Cabot Micro. With Cabot Micro. | multiple Shares owned (000) 19,500 Price-to-Sales $20.19 | 1.44 X Ratio Per Cabot share 0.2708 Price-to-Book $9.58 | 3.05 X Value Per Cabot share $13.86 Price/Earnings $1.88 | 15.53 X Cabot Stub Value Economic Interest $15.32 83% Price/EBITDA Enterpr./EBITDA $4.98 | 5.86 X 7.49 X Cabot / Cabot Micro. 40 Day Average 40 Day Variance 40 Day St. Dev. 40 Day Correlation

44% 0.516

62% 2.314

83% 0.299

$22 - $55.81

10.74 X 18.73 X 0%

1.473

Without CCMP per share | multiple Price-to-Sales $18.63 | 0.82 X Price-to-Book $8.84 | 1.73 X Price/Earnings $1.64 | 9.28 X Price/EBITDA Enterpr./EBITDA Spread Relationship $ 17.14 $ 1.64 $ 1.28 0.81 $4.59 | 3.33 X 5.05 X

Cabot Relationship with Cabot Micro. Intend to Spin Yes IRS Tax Free Ruling Pending Record Date / Distr. Date 1/0/00 4/4/00 Cabot Micro. IPO Date / Pric IPO-Lockup Expires 10/1/00 Shares to Distribute / Float 4.9 X

1/0/00 $20

Daily Graph $60 $50 Value per Share $40 $30 $20 $10 $0 -$10

/00 02/16 /00 03/02 /00 03/16

Implied Cabot

Cabot

Cabot Micro.

/00 03/30

/00 04/13

/00 04/28

/00 05/12

/00 05/26

/00 06/12

/00 06/26

Cabot Corp. has businesses in chemicals, performance materials, specialty fluids, microelectronics materials and liquefied natural gas. The Company manufactures and sells carbon black, which consists of fine particles. The Company's carbon black products are grouped generally into three categories comprised of tire blacks, industrial product blacks and special blacks. The Company manufactures and sells fumed silica and dispersions thereof under various trademarks. Products offered by the Company's inkjet colorants business target various printing markets including home and office printers, wide format printers, and commercial and industrial printing applications. The Company also produces tantalum, niobium (columbium) and their alloys for the electronic materials and refractory metals industries, and cesium, germanium, rubidium and tellurium. Cabot Microelectronic is a supplier of slurries used in chemical planarization, a polishing process used in the manufacturing of integrated circuit devices. For the 6 months ended 3/31/00, revenues increased 74% to $74.4M. Revenues reflect the increase in average selling prices and the increased use of slurries in the manufacture of integrated circuit devices. Earnings also have benefitted from improved gross margins.

50

Spin-Off Equity Research

Valuation Snapshot

Limited / Initmate Brands

Limited (LTD)

Current Price Shares Out (000) Market Cap. (000) Enterprise Value Sales 12 Month Trailing Book Per Share $ $ $ $ $ 23.25 445,306 10,353,365 10,419,275 9,726,970 4.92 614-415-7000

Initmate Brands (IBI)

Current Price Shares Out / Float Market Cap. (000) Enterprise Value TTM Sales | Price /Sales Book Value | Price /Book $ $ $ $ $ 22.00 475,200 10,454,400 11,361,110 4,645,270 1.22

614-415-6900 80,784

Insider / Inst. Held Short Int. / ratio 52 Week Range $14.43 - $25.87 Limited ownership of Initmate Brands With Initmate Brands | multiple $21.84 | 1.06 X Shares owned (000) 394,416 Price-to-Sales $4.92 | 4.72 X Ratio Per Limited share 0.8857 Price-to-Book $1.18 | 19.7 X Value Per Limited share $19.48 Price/Earnings

Limited Stub Value Economic / Voting Interest $3.76 83% / 83% Price/EBITDA Enterpr./EBITDA

Insider / Inst. Held Short Int. / ratio 52 Week Range

26% 20.01

72% 14.202

85% 2.423

$14 - $24.46

2.25 X 17.98 X 14%

5.384

Without IBI per share | multiple

Price-to-Sales Price-to-Book Price/Earnings Price/EBITDA Enterpr./EBITDA Spread Relationship $ $ $ 4.27 0.15 0.39 0.95 $11.41 | 0.32 X $3.83 | 0.97 X $0.22 | 16.84 X $0.37 | 10.07 X 9.04 X

$2.44 | 9.53 X

9.59 X Limited / Initmate Brands 40 Day Average 40 Day Variance 40 Day St. Dev. 40 Day Correlation

Limited Relationship with Initmate Brands Intend to Spin IRS Tax Free Ruling Record Date / Distr. Date Initmate Brands IPO Date / Pric IPO-Lockup Expires Shares to Distribute / Float NO 0 1/0/00 1/0/00 1/0/00 4.9 X

1/0/00 $0

Daily Graph $30 Value per Share $25 $20 $15 $10 $5 $0

/00 02/16 /00 03/02 /00 03/16

Implied Limited

Limited

Initmate Brands

/00 03/30

/00 04/13

/00 04/28

/00 05/12

/00 05/26

/00 06/12

/00 06/26

The Limited, Inc. is engaged in the purchase, distribution and sale of women's apparel, lingerie, men's apparel, personal care products. The Company conducts its business in two segments. The Apparel Segment, which sells women's, men's and children's apparel, consists of Express, Lerner New York, Lane Bryant, Limited and Structure. The second segment, 84.5%-held Intimate Brands, Inc., sells women's intimate and other apparel, and personal care products and accessories. Intimate Brands consists of Victoria's Secret and Bath & Body Works. Henri Bendel, also owned by The Limited, operates a single specialty store in New York City, which features fashions for higher-income women.

Intimate Brands, Inc. is a retailer of intimate apparel and personal care products, operating over 1,850 stores under the Victoria's Secret and Bath & Body Works brand names, and distributing intimate and fashion apparel through Victoria's Secret Catalogue. Victoria's Secret stores offer lingerie and fragrances, bath, personal care products and gift items. The Victoria's Secret Catalogue is a catalogue of women's intimate and fashion apparel with a circulation of over 406 million. In addition to lingerie, the catalogue offers women's fashion apparel, including swimwear, shirts, blouses, sweaters, pants, skirts, coats, dresses and shoes. The Company's Bath & Body Works stores offer a comprehensive line of personal care products such as anti-bacterial soaps, bubble bath, fragrances, candles and shower gels. Intimate Brands also operates Gryphon Development, Inc., which creates, develops and supplies a substantial portion of the bath and personal care products sold by the Company.

Spin-Off Equity Research

51

Valuation Snapshot

Network Assoc. / McAfee

Network Assoc. (NETA)

Current Price Shares Out (000) Market Cap. (000) Enterprise Value Sales 12 Month Trailing Book Per Share $ $ $ $ $ 21.38 139,200 2,975,400 2,920,420 652,940 5.10 408-988-3832

McAfee (MCAF)

Current Price Shares Out / Float Market Cap. (000) Enterprise Value TTM Sales | Price /Sales Book Value | Price /Book $ $ $ $ $ 25.75 43,500 1,120,125 1,074,610 31,290 1.52

408-572-1500 7,400

Insider / Inst. Held Short Int. / ratio 52 Week Range $15 - $37.18 Network Assoc. ownership of McAfee With McAfee | multiple $4.69 | 4.55 X Shares owned (000) 36,100 Price-to-Sales $5.1 | 4.19 X Ratio Per Network Assoc. share 0.2593 Price-to-Book $0.96 | 22.27 X Value Per Network Assoc. share $6.67 Price/Earnings

Network Assoc. Stub Value Economic / Voting Interest $14.69 83% / 94% Price/EBITDA Enterpr./EBITDA

Insider / Inst. Held Short Int. / ratio 52 Week Range

3% 3.602

56% 1.775

86% 0.298

$15.56 - $63.75

35.8 X 16.89 X 15%

1.743

Without MCAF per share | multiple

Price-to-Sales Price-to-Book Price/Earnings Price/EBITDA Enterpr./EBITDA Spread Relationship $ $ $ 15.62 2.08 1.44 0.10 $4.46 | 3.29 X $4.7 | 3.12 X $1.09 | 13.39 X $-0.67 | -21.75 X -21.59 X

$-0.68 | -31.63 X

-31.05 X Network Assoc. / McAfee 40 Day Average 40 Day Variance 40 Day St. Dev. 40 Day Correlation

Network Assoc. Relationship with McAfee Intend to Spin IRS Tax Free Ruling Record Date / Distr. Date McAfee IPO Date / Price IPO-Lockup Expires Shares to Distribute / Float No 0 1/0/00 12/2/99 6/1/00 4.9 X

1/0/00 $12

Daily Graph $60 Value per Share $50 $40 $30 $20 $10 $0

/00 02/16 /00 03/02

Implied Network Assoc.

Network Assoc.

McAfee

/00 03/16

/00 03/30

/00 04/13

/00 04/28

/00 05/12

/00 05/26

/00 06/12

/00 06/26

Networks Associates, Inc. is a leading supplier of security and availability solutions for e-business. The Company is organized into four product groups based on its product suites: McAfee, which primarily markets the McAfee Active Virus Defense product suite; Sniffer Technologies, which primarily markets the Sniffer Total Network Visibility product suite; PGP Security, which primarily markets the PGP Total Security Defense product suite; and Magic Solutions, which primarily markets the Magic Total Support Desk product suite. The four individual product suites form the Company's single Net Tools mega suite.

McAfee.com Corporation provides online PC management products and services for consumers. Through its web site at www.McAfee.com, the Company allows consumers to secure, repair, update and upgrade their PCs. The Company encourages consumers to become paid subscribers to its main product, McAfee Clinic, which gives them access to all the centers on its web site. These centers consist of the McAfee Clinic, Anti-Virus Center, Firewall/Security Center, PC Checkup Center, Shopping Center, Download Center and Support Center.

52

Spin-Off Equity Research

Valuation Snapshot

Osicom / NetSilicon

Osicom (FIBR)

Current Price Shares Out (000) Market Cap. (000) Enterprise Value Sales 12 Month Trailing Book Per Share $ $ $ $ $ 82.25 9,125 750,531 658,661 85,330 14.70 310-581-4030

NetSilicon (NSIL)

Current Price Shares Out / Float Market Cap. (000) Enterprise Value TTM Sales | Price /Sales Book Value | Price /Book $ $ $ $ $ 34.81 13,250 461,266 446,966 35,040 1.79

781-647-1234 5,750

Insider / Inst. Held Short Int. / ratio 52 Week Range $6.87 - $149.75 Osicom ownership of NetSilicon With NetSilicon | multiple $9.35 | 8.79 X Shares owned (000) 7,500 Price-to-Sales $14.7 | 5.59 X Ratio Per Osicom share 0.8219 Price-to-Book $0.91 | 90.38 X Value Per Osicom share $28.61 Price/Earnings

Osicom Stub Value Economic / Voting Interest $53.63 56% / 0% Price/EBITDA Enterpr./EBITDA

Insider / Inst. Held Short Int. / ratio 52 Week Range

17% 0.562

26% 1.565

58% 0.131

$8.62 - $49

13.16 X 19.45 X 20%

0.97

Without NSIL per share | multiple

Price-to-Sales Price-to-Book Price/Earnings Price/EBITDA Enterpr./EBITDA $5.51 | 9.73 X $13.23 | 4.05 X $0.77 | 68.89 X $-0.45 | -117.09 X -99.42 X

$-0.04 | -2028.46 X

-1780.17 X Osicom / NetSilicon

Osicom Relationship with NetSilicon Intend to Spin IRS Tax Free Ruling Record Date / Distr. Date NetSilicon IPO Date / Price IPO-Lockup Expires Shares to Distribute / Float Yes N/A 1/0/00 1/0/00 9/1/00 1.3 X

Spread Relationship $ $ $ 40.04 221.30 14.88 0.80

1/0/00 $0

40 40 40 40

Day Average Day Variance Day St. Dev. Day Correlation

Daily Graph $160 $140 Value per Share $120 $100 $80 $60 $40 $20 $0

/00 02/16 /00 03/02 /00 03/16

Implied Osicom

Osicom

NetSilicon

/00 03/30

/00 04/13

/00 04/28

/00 05/12

/00 05/26

/00 06/12

/00 06/26

Osicom Technologies, Inc. is a designer, manufacturer and marketer of optical networking products for use in intra-city networks. The Company's products are used by telecommunication, Internet and cable TV service providers, and also installed in interoffice, corporate and campus network environments to provide both transport within and access to these networks. Other key businesses include embedded networking, which provides system-on-silicon solutions to original equipment manufacturers, network access and wireless access.

NETsilicon, Inc. is the leading provider of integrated system-on-silicon and software solutions that connect electronic devices to the Internet and Ethernet networks. Using NETsilicon's solutions based on the NET+Works architecture, manufacturers can easily and affordably build network connectivity into their products. Once Internet-enabled, products can be managed, serviced, and accessed from anywhere. By making it easy to network-enable products, NETsilicon helps manufacturers reduce product time to market, lower costs, and free their engineers from the difficult task of integrating multi-vendor networking components. NETsilicon's solutions are used in a broad range of industries including imaging, industrial automation, telecommunications, building controls, security, and point of sale.

Spin-Off Equity Research

53

Valuation Snapshot

St. Joe / Florida East Coast

St. Joe (JOE)

Current Price Shares Out (000) Market Cap. (000) Enterprise Value Sales 12 Month Trailing Book Per Share $ $ $ $ $ 30.88 87,074 2,688,405 2,754,375 779,420 10.41 904-396-6600

Florida East Coast (FLA)

Current Price Shares Out / Float Market Cap. (000) Enterprise Value TTM Sales | Price /Sales Book Value | Price /Book $ $ $ $ $ 38.69 36,313 1,404,873 1,415,203 278,880 20.25

904-829-3421 16,704

Insider / Inst. Held Short Int. / ratio 52 Week Range $20.06 - $31.37 St. Joe ownership of Florida East Coast With Florida East Coast | multiple $8.95 | 3.44 X Shares owned (000) 19,609 Price-to-Sales $10.41 | 2.97 X Ratio Per St. Joe share 0.2252 Price-to-Book $1.84 | 16.78 X Value Per St. Joe share $8.71 Price/Earnings

St. Joe Stub Value Economic / Voting Interest $22.16 54% / 54% Price/EBITDA Enterpr./EBITDA

Insider / Inst. Held Short Int. / ratio 52 Week Range

61% 0.193

24% 2.797

74% 0.058

$29.62 - $51

5.04 X 1.91 X 29%

6.444

Without FLA per share | multiple

Price-to-Sales Price-to-Book Price/Earnings Price/EBITDA Enterpr./EBITDA Spread Relationship 20.40 0.71 0.84 0.08 $5.74 | 3.85 X $5.84 | 3.78 X $1.63 | 13.55 X $0.86 | 25.6 X 27.42 X

$1.8 | 17.15 X

17.58 X

St. Joe Relationship with Florida East Coast Intend to Spin IRS Tax Free Ruling Record Date / Distr. Date Florida East Coast IPO Date / P IPO-Lockup Expires Shares to Distribute / Float Yes Pending 1/0/00 1/0/00 1/0/00 1.2 X

St. Joe / Florida East Coast 40 40 40 40 Day Average Day Variance Day St. Dev. Day Correlation $ $ $

1/0/00 $0

Daily Graph $60 Value per Share $50 $40 $30 $20 $10 $0

/00 02/16 /00 03/02 /00 03/16

Implied St. Joe

St. Joe

Florida East Coast

/00 03/30

/00 04/13

/00 04/28

/00 05/12

/00 05/26

/00 06/12

/00 06/26

The St. Joe Company provides a broad range of real estate services to meet both residential and commercial real estate needs. The Company is one of the few real estate operating companies to have assembled the range of real estate, financial, marketing and regulatory expertise to take a large-scale approach to real estate development and services. The Company conducts primarily all its business in six operating segments. These are Community Residential Development; Residential Real Estate Services; Commercial Real Estate Development and Services; Forestry; Land Sales; and Transportation. In 1999, the Company started a hospitality development group. Florida East Coast Industries Inc. is a holding company engaged, through four wholly-owned subsidiaries, in rail and trucking operations, real estate (ownership, development and management) and telecommunications (dark fiber and broadband capacity sales). The Company's subsidiaries are Florida East Coast Railway, International Transit, Inc., Gran Central Corporation and EPIK Communications Incorporated.

54

Spin-Off Equity Research

Valuation Snapshot

Telephone & Data / US Cellular

Telephone & Data (TDS)

Current Price Shares Out (000) Market Cap. (000) Enterprise Value Sales 12 Month Trailing Book Per Share $ $ $ $ $ 108.00 61,200 6,609,600 8,170,520 2,012,405 40.21 312-630-1900

US Cellular (USM)

Current Price Shares Out / Float Market Cap. (000) Enterprise Value TTM Sales | Price /Sales Book Value | Price /Book $ $ $ $ $ 62.38 87,400 5,451,575 5,726,461 1,451,280 26.37

773-399-8900

16,611

Insider / Inst. Held 43% 68% Short Int. / ratio 0.536 3.098 52 Week Range $65.81 - $137 Telephone & Data ownership of US Cellular With Shares owned (000) 70,789 Price-to-Sales Ratio Per Telephone & Data 1.1567 Price-to-Book $72.14 Price/Earnings Value Per Telephone & Data Telephone & Data Stub Valu $35.85 Price/EBITDA Economic Interest 81% Enterpr./EBITDA Telephone & Data Relationship with US Cellular Intend to Spin IRS Tax Free Ruling Record Date / Distr. Date US Cellular IPO Date / Price IPO-Lockup Expires Shares to Distribute / Float No 0 1/0/00 1/0/00 1/0/00 4.3 X

Insider / Inst. Held Short Int. / ratio 52 Week Range US Cellular 3.28 X 2.69 X 39.71 X 8.77 X 10.85 X Telephone & Data / US 40 Day Average 40 Day Variance 40 Day St. Dev. 40 Day Correlation

89% 4.674

$52.56 - $125.75

3.76 X 2.36 X 18%

39.949

Without US Cellular Price-to-Sales 3.91 X Price-to-Book 3.69 X Price/Earnings 90.74 X Price/EBITDA 8.99 X Enterpr./EBITDA 14.11 X Cellular Spread Relationship $ $ $ (37.09) 29.11 5.40 0.74

1/0/00 $0

Daily Graph $200 Value per Share $150 $100 $50 $0 -$50 -$100

02/1 6/00 03/0 2/00 03/1 6/00

Implied Telephone & Data US Cellular

Telephone & Data VoiceStream

03/3

0/00

04/1

3/00

04/2

8/00

05/1

2/00

05/2

6/00

06/1

2/00

06/2

6/00

Telephone and Data Systems is a diversified telecommunications service company with cellular telephone and telephone operations. TDS conducts substantially all of its cellular operations through its 80.7%-owned subsidiary, United States Cellular Corporation. TDS conducts substantially all of its telephone operations through its wholly owned subsidiary, TDS Telecommunications Corporation. At December 31, 1999, TDS Telecom operated 104 Incumbent Local Exchange Carrier (ILEC) telephone companies serving 571,700 access lines in 28 states. TDS also owns 35.5 million shares of Voicestream Wireless valued at over $4 billion or $73 per TDS share.

United States Cellular operates networks from sea to shining sea. Doing business as U.S. Cellular, the firm provides cellular phone service to 2.7 million customers in 26 US states. Its operations are organized into eight regional clusters, which allow U.S. Cellular to market a unified brand and offer service over larger areas without roaming agreements. U.S. Cellular's networks use both analog and digital technologies such as TDMA (time division multiple access) and CDMA (code division multiple access). Products and services are marketed through company stores, the Internet, and national chain stores such as Best Buy.

Spin-Off Equity Research

55

Valuation Snapshot

Williams / Williams Comm.

Williams (WMB)

Current Price Shares Out (000) Market Cap. (000) Enterprise Value Sales 12 Month Trailing Book Per Share $ $ $ $ $ 41.38 440,000 18,205,000 27,648,800 9,075,500 12.97 918-573-2000

Williams Comm. (WCG)

Current Price Shares Out / Float Market Cap. (000) Enterprise Value TTM Sales | Price /Sales Book Value | Price /Book $ $ $ $ $ 30.56 463,500 14,165,719 12,644,899 2,064,390 4.43

918-573-2000 68,065

Insider / Inst. Held 20% Short Int. / ratio 5.165 52 Week Range $28 - $49.75 Williams ownership of Williams Comm. Shares owned (000) 395,435 Ratio Per Williams share 0.8987 Value Per Williams share $27.46 Williams Stub Value Economic Interest $13.9 85%

Insider / Inst. Held Short Int. / ratio 52 Week Range With Williams Comm. | multiple $20.62 | 2 X Price-to-Sales $12.97 | 3.19 X Price-to-Book $0.56 | 73.88 X Price/Earnings

Price/EBITDA

66% 3.38

93% 3.274

$23.25 - $61.81

6.86 X 6.89 X 7%

6.864

Without WCG per share | multiple Price-to-Sales $15.93 | 0.87 X Price-to-Book $8.98 | 1.54 X Price/Earnings $1.9 | 7.28 X Price/EBITDA Enterpr./EBITDA

$4.77 | 2.91 X

Enterpr./EBITDA

$4.36 | 9.5 X 14.43 X

7.54 X

Williams Relationship with Williams Comm. Intend to Spin No IRS Tax Free Ruling 0 Record Date / Distr. Date 1/0/00 10/1/99 Williams Comm. IPO Date / IPO-Lockup Expires 4/1/00 Shares to Distribute / Float 5.8 X

1/0/00 $23

Williams / Williams Comm. 40 Day Average $ 40 Day Variance $ 40 Day St. Dev. $ 40 Day Correlation

Spread Relationship 8.51 5.55 2.35 0.45

Daily Graph $70 $60 Value per Share $50 $40 $30 $20 $10 $0 -$10

/00 02/16 /00 03/02 /00 03/16

Implied Williams

Williams

Williams Comm.

/00 03/30

/00 04/13

/00 04/28

/00 05/12

/00 05/26

/00 06/12

/00 06/26

Williams Companies (WMB) engages in energy-related activities through its subsidiaries. Williams Gas Pipeline Company and Williams Energy Services operate and store natural gas through the operation and ownership of five interstate natural gas pipelines, explore and produce oil and gas through ownership of 708 Bcf of proved natural gas reserves, gather, process and treat natural gas, transport natural gas liquids, transport petroleum products and provide related terminal services and produce and market ethanol.

Williams Communications Group, Inc. (WCG) provides voice, data, Internet, and video services to communications service providers. WCG also sells, installs, and maintains equipment and network services that address the voice and data needs of organizations. The Company conducts its business through three business units: Network, Solutions, and Strategic Investments. In addition, WCG enters into strategic alliances and has strategic relationships with communications companies to secure long-term, high-capacity commitments for traffic on the Williams network and to enhance its service offerings.

56

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D LX

$

D T E E n e rg y

D T E

$

D is n e y ( W a lt )

D IS

$

D ix o n s P L C

D X N S .L

D o n a ld s o n L u f k i n & J e n r e t t e

D LJ

$

E a to n

ET N

$

e C o m V e n tu re s

EC M V

$

F lo w e r s In d .

FLO

$

F i r s t A lb a n y

FAC T

$

F o rd

F

$

G a r tn e r G ro u p

IT

$

Implied Value of Stubs

G l o b a l C r o s s in g

G B LX

$

G r e a t L a k e s C h e m ic a l 5 4 .7 5 5 4 .1 3 3 7 .1 9 1 2 .5 0 1 7 .0 0 G a r tn e r G ro u p IT C o g T e c h S o lu t i o n s C T SH M as c ot M SC T * N e t2 P h o n e N T O P R e te k R E TK $ $ $ $ $ G e n u it y G E N U $

G LK

$

3 2 .2 5

O S C A

O S C A

$

1 7 .6 3 8 .9 4 2 9 .7 5 3 4 .1 9 8 .7 1 3 8 .5 0 1 2 .1 9

0 .1 5 4 0 .0 0 7 1 .5 5 0 0 .6 9 2 0 .4 8 5 0 .0 4 7 0 .0 2 3 Y

6 0 .0 0 % 9 .1 3 % 8 8 .8 9 % 4 8 .2 6 % 8 8 .8 9 % 7 8 .8 6 % 7 .9 2 %

$ $ $ $ $ $ $ $

2 .7 2 0 .0 6 4 6 .1 2 2 3 .6 5 4 .2 3 1 .8 3 0 .2 8 2 .1 1

$ $ $ $ $

2 9 .5 3 5 4 .6 9 8 .0 0 1 3 .5 4 8 .2 7

0 5 /1 0 /0 0 0 6 /2 8 /0 0 0 3 /1 5 /0 0 0 3 /2 0 /0 0 0 6 /1 2 /0 0 0 3 /3 0 /0 0 0 3 /3 0 /0 0 $ 1 4 .8 9

V e r iz o n

VZ

$

H N C S o ftw a re

H N C S

$

ID T

ID T C

$

i G a t e C a p it a l

IG T E

$

I M S H e a lt h

R X

$

I n te r m e d ia 9 0 .3 1 1 .8 8 2 3 .3 8 6 3 .2 5 C N A In s u ra n c e D i a m o n d O f f s h o r e D r il l in g I n tim a t e B r a n d s U S S e a r c h .c o m D S T S y s te m s

IC IX

$

2 6 .5 0

D ig e x

D IG X D S T SR C H IB I D O C N A

$ $ $ $ $ $

6 9 .3 8 7 9 .1 9 2 .3 4 2 2 .0 6 3 2 .9 4 3 7 .2 5

0 .6 8 6 0 .1 8 3 0 .7 5 1 0 .8 8 6 0 .6 7 4 1 .5 3 3

6 2 .2 0 % 3 2 .0 0 % 5 5 .2 0 % 8 3 .0 0 % 8 6 .4 9 % 5 1 .6 2 %

$ $ $ $ $ $ $

4 7 .5 7 1 4 .4 7 1 .7 6 1 9 .5 4 2 2 .2 0 5 7 .1 1 7 9 .3 1

$ $ $ $

(2 1 .0 7 ) 7 5 .8 4 0 .1 2 3 .8 3

0 3 /2 0 /0 0 0 3 /2 0 /0 0 0 3 /2 0 /0 0 0 5 /3 1 /0 0 0 3 /3 1 /0 0 0 3 /3 1 /0 0 $ (1 6 .0 6 )

K a n s a s C ity S o u th e r n

KSU

$

K u s h n e r-L o c k e

KLO C

$

L i m it e d

LT D

$

Loew s

LT R

$

1 ) S h a r e s h e ld o f ( C a r v e - O u t o r H o ld in g b y P a r e n t C o m p a n y ) d iv id e d b y s h a r e s o u t s t a n d in g o f t h e P a r e n t C o m p a n y .

2 ) E m b e d d e d V a lu e = ( C a r v e - O u t o r H o ld in g p r ic e ) m u lt ip lie d b y t h e R a t io .

3 ) R e s id u a l S t u b V a lu e = P a r e n t P r ic e le s s E m b e d d e d V a lu e .

4 ) P a r e n t P / E = P a r e n t p r ic e d iv id e d b y F ir s t C a ll E s t im a t e

5 ) R e s i d u a l P / E = F i r s t C a l l e s t i m a t e s o f t h e p a r e n t c o m p a n y l e s s t h e h o l d i n g c o m p a n y 's c o n t r i b u t i o n , i f t h e p a r e n t c o n s o l i d a t e s t h e h o l d i n g .

6 ) C o m p a n y h a s a n n o u n c e d in t e n t t o d is t r ib u t e s h a r e s o f c a r v e - o u t t o p a r e n t s h a r e h o ld e r s .

Spin-Off Equity Research

7 ) P a r e n t s e c o n o m ic o w n e r s h ip v a lu e o f c a r v e - o u t . T h is c o lu m n d o e s n o t in c lu d e c o n s id e r a t io n f o r v o t in g r ig h t s .

0 7 /1 0 /0 0 P ric e C a r v e - O u t / H o ld in g Sym bol P ric e R a tio (1 ) T o S p in (6 ) % o w n e d (7 ) V a lu e (2 ) S tu b V a lu e (3 ) U p d a te d

In te n t

E c o n o m ic

Em bedded

R e s id u a l

D a te

P aren t C o m p an y

Sym bol

L oral 1 9 .1 3 1 5 .3 8 3 4 .9 4 3 2 .9 4 2 2 .4 4 4 2 .0 0 2 6 .5 6 1 8 .2 5 1 .7 5 2 1 .0 0 5 3 .7 5 2 1 .3 1 8 1 .8 1 4 1 .4 4 1 3 .3 8 1 3 .7 5 1 9 .1 9 I n te r s t a te B a k e r ie s C onoco $ 1 1 6 .0 0 1 0 .6 3 2 5 .6 9 5 7 .8 8

0 .4 6 7

LO R K a i s e r A l u m in u m P lu g C a r e I n s it e N e x t N e v e l C o m m u n i c a t io n s X p e d io r S t r a t o s L ig h t w a v e N a b is c o N a t io n a l P r o c e s s i n g N e t R a d io M c A fee F ox C orp N R G E n e rg y N e t S il i c o n P e p s i B o t t l in g G r o u p H y p e r f e e d T e c h n o lo g i e s V a il R e s o r ts D u P on t IB C COC $ 2 4 .5 0 0 .0 2 4 1 .1 8 % $ 0 .5 9 4 .2 9 5 5 .9 9 4 .1 3 4 .2 8 $ $ $ $ 3 0 .7 5 1 8 .7 5 2 4 .1 3 K n ig h t - T r im a r k N IT E $ 2 7 .9 4 0 .0 1 5 T D W a te r h o u s e G r o u p TW E $ 1 7 .2 5 0 .5 2 1 T o ta l S y s te m s TSS $ 1 7 .9 4 0 .5 8 0 F lo r id a E a s t C o a s t FLA $ 3 8 .6 9 0 .2 2 5 5 4 .0 0 % 8 0 .7 0 % 0 .0 0 % 8 .5 1 % $ $ $ $ $ 1 0 7 .2 5 V o ic e S t r e a m V od afon e VO D $ 4 7 .6 9 0 .0 4 4 VSTR $ 1 2 5 .7 8 0 .3 6 6 U . S . C e l lu la r USM $ 6 1 .7 5 1 .1 5 5 8 0 .9 1 % 1 4 .0 0 % $ $ $ $ 8 0 .2 5 3 8 .5 6 3 3 .1 9 4 4 .1 9 E S y n c N e tw o rk s C e l e r a G e n o m ic s R F M ic r o D e v ic e s RFM D $ CRA $ ESNI $ W ir e le s s I n c . W LSS $ 9 .0 0 4 .6 3 9 5 .8 8 8 3 .2 8 AO L AO L $ 5 5 .5 6 C a y e n ta CYTA $ 1 2 .0 0 T im e W a r n e r T e le c o m TW TC $ 6 0 .0 0 0 .0 4 6 0 .2 2 1 0 .0 2 3 0 .0 4 7 0 .0 2 5 0 .0 0 4 0 .0 9 3 5 1 .0 0 % 6 0 .6 1 % 0 .2 3 % 1 3 .5 0 % 4 0 .0 0 % 1 .0 0 % 1 4 .4 1 % $ $ $ $ $ $ $ $ 4 6 .8 1 1 6 .1 9 5 0 .0 0 U n it e d P a n - E u r o p e C o m m . UPCOY $ G r a f te c h GRAF $ T YC O M TCM $ 2 8 .0 0 1 6 .5 0 2 7 .6 9 0 .2 7 0 0 .5 6 0 1 .8 3 9 9 1 .3 0 % 8 2 .7 9 % 6 1 .0 0 % $ $ $ 5 4 .6 7 2 .8 4 0 .3 1 5 7 .8 2 8 .7 1 1 0 .4 1 8 .9 9 0 .4 1 9 .3 9 7 1 .3 5 4 5 .9 8 2 .1 0 1 1 9 .4 4 2 .7 5 2 .6 5 1 .2 7 0 .4 2 0 .1 2 0 .4 1 7 .7 7 8 .7 1 7 .5 6 9 .2 3 5 0 .9 3 $ $ $ $ 3 5 .4 8 3 9 .2 5 6 .9 5 ( 0 .9 3 ) 0 5 /0 3 /0 0 0 7 /0 5 /0 0 0 6 /2 9 /0 0 $ $ $ $ (1 2 .1 9 ) 7 7 .5 0 3 5 .9 1 3 1 .9 1 0 5 /2 5 /9 9 0 4 /0 4 /0 0 0 3 /1 0 /0 0 0 6 /2 0 /0 0 0 6 /2 0 /0 0 0 6 /2 0 /0 0 0 6 /2 0 /0 0 $ 1 4 .7 3 0 1 /1 2 /0 0 0 1 /1 2 /0 0 0 1 /1 2 /0 0 $ $ $ 0 .0 5 2 2 .0 4 8 .3 4 0 3 /2 1 /0 0 0 3 /2 1 /0 0 0 3 /2 4 /0 0 0 3 /2 4 /0 0 $ $ $ $ 1 4 .9 0 6 0 .0 1 6 .5 0 2 1 .4 1 0 5 /0 4 /0 0 0 3 /2 1 /0 0 0 5 /3 1 /0 0 0 3 /2 1 /0 0 0 3 /2 1 /0 0 0 3 /2 1 /0 0 $ 1 3 .9 4 0 .0 9 9 4 3 .1 8 % $ 1 .3 7 DD $ 4 4 .8 1 0 .0 5 2 1 .4 2 % $ 2 .3 3 MTN $ 1 7 .6 9 0 .1 4 8 2 2 .0 0 % $ 2 .6 1 $ HYPR $ 3 .5 6 0 .8 3 3 7 5 .5 2 % $ 2 .9 7 $ PBG $ 2 9 .5 6 0 .0 4 0 4 0 .0 0 % $ 1 .1 9 $ N S IL $ 3 5 .0 0 0 .8 2 2 5 6 .6 0 % $ 2 8 .7 7 $ NRG $ 1 8 .0 0 0 .9 4 0 8 3 .9 7 % $ 1 6 .9 2 $ 4 .3 9 5 3 .0 5 4 0 .2 4 1 0 .4 1 1 1 .1 4 FO X $ 3 2 .6 3 0 .6 3 9 8 3 .0 1 % $ 2 0 .8 3 $ 3 2 .9 2 MCAF $ 2 5 .5 0 0 .2 5 9 8 5 .2 1 % $ 6 .5 9 $ 1 4 .4 1 NETR $ 1 .7 5 0 .2 1 6 5 0 .9 9 % $ 0 .3 8 $ 1 .3 7 NAP $ 1 1 .5 0 0 .1 4 2 8 8 .1 9 % $ 1 .6 4 $ 1 6 .6 1 NA $ 5 2 .6 9 0 .6 5 8 8 0 .7 9 % $ 3 4 .6 5 $ ( 8 .0 9 ) 0 3 /2 0 /0 0 0 3 /2 2 /0 0 0 3 /2 0 /0 0 1 2 /3 1 /9 9 0 3 /3 1 /0 0 0 5 /3 1 /0 0 0 3 /2 0 /0 0 0 3 /2 0 /0 0 0 3 /2 0 /0 0 0 3 /2 1 /0 0 0 3 /2 1 /0 0 0 3 /2 1 /0 0 0 3 /2 1 /0 0 ST LW $ 3 4 .0 6 1 .5 7 0 Y 8 6 .4 3 % $ 5 3 .4 9 $ (1 1 .4 9 ) 0 6 /0 5 /0 0 XPDR $ 1 2 .9 4 0 .2 5 4 8 0 .0 0 % $ 3 .2 9 $ 1 9 .1 5 0 6 /2 0 /0 0 NXTV $ 9 6 .0 0 0 .0 3 0 8 0 .2 3 % $ 2 .8 6 $ 3 0 .0 8 0 6 /2 2 /0 0 CARI $ 1 7 .4 4 1 .3 9 2 6 9 .0 0 % $ 2 4 .2 7 $ 1 0 .6 7 0 3 /2 3 /0 0 PLU G $ 6 3 .0 6 1 .2 1 0 3 1 .0 0 % $ 7 6 .2 8 $ (6 0 .9 0 ) 0 3 /3 0 /0 0 KLU $ 4 .3 8 7 .1 4 3 6 2 .9 7 % $ 3 1 .2 5 $ (1 2 .1 3 ) 0 3 /2 0 /0 0

$

6 .7 5

G lo b a ls ta r

GSTRF

$

7 .3 8

0 .1 7 5

4 2 .4 4 %

$

1 .2 9

$

5 .4 6

0 3 /3 1 /0 0

M axxam

M XM

$

M e c h a n ic a l T e c h .

MKTY

$

M e d ic a l M a n a g e r ( n e w )

MMGR

$

M o t o r o la

MOT

$

P S IN e t

P S IX

$

M e t h o d e E le c t r o n ic s

METHA

$

N a b i s c o G r o u p H o l d in g s

NGH

$

N a t io n a l C i t y

NCC

$

N avarre

NAVR

$

N e t w o r k A s s o c ia te s

NETA

$

N ew s C orp

NW S

$

N o r th e r n S ta te s P o w e r

NSP

$

Spin-Off Equity Research

O s ic o m

F IB R

$

P e p s iC o

PEP

$

P I C O H o l d in g s

P IC O

$

R a lc o r p H o ld in g s

RAH

$

R a ls t o n P u r in a

RAL

$

R e u te rs D e lta T h r e e T r a v e lo c it y V e r it a s S o f t w a r e 3 2 .9 9 % 1 6 .0 9 % 2 5 .4 5 % S a n D is k G a d z o o x N e tw o rk s ZO O X $ 1 3 .4 4 0 .0 2 3 SNDK $ 6 1 .5 0 0 .0 4 6 VRTS $ 1 1 7 .0 6 T VLY $ 1 6 .5 0 0 .2 6 0 7 0 .0 0 % $ DDDC $ 1 1 .5 6 0 .3 5 7 7 3 .7 7 % $

RTRSY

$

T ib c o S o f t w a r e

T IB X

$

1 1 5 .5 0

0 .4 8 5

6 2 .9 5 %

$

RSL

R S LC

$

S ab re G rou p

TSG

$

S e a g a t e T e c h n o lo g y

SEG

$

S t. J o e

JO E

$

S yn o vu s

SNV

$

T o r o n t o - D o m in i o n

TD

$

T e le p h o n e & D a t a S y s te m s

TDS

$

T im e W a r n e r

TW X

$

T it a n

TTN

$

T r ib u n e

TRB

$

Implied Value of Stubs

TRW

TRW

$

T YC O

T YC

$

U car

UCR

$

U n i t e d G lo b a l C o m

UCOMA

$

* U C O M A in f o r m a t i o n i s u p d a t e d t o r e f le c t L i b e r t y M e d ia P u r c h a s e 2 1 .9 4 H o t e l R e s e r v a tio n N e t w o r k s ROOM T ic k e t m a s t e r - O n li n e TMCS $ $ 1 5 .8 8 3 5 .9 4 0 .0 6 6 0 .0 5 6 6 1 .0 0 % 6 8 .0 0 % $ $ $ 2 0 .8 8 6 7 .4 4 I n f in it y B r o a d c a s t i n g B lo c k b u s t e r Q u a n t a S e r v ic e s PW R BBI IN F $ $ $ 5 2 .3 1 9 .6 3 3 4 .6 9 0 .2 1 4 0 .0 9 6 0 .4 6 3 3 6 .0 0 % 8 3 .2 4 % 6 4 .2 0 % $ $ $ $ 1 7 .0 0 O neok - C om m on O n e o k -P refe rre d P r o te c tio n O n e PO I OKE OKE $ $ $ 2 .3 8 2 6 .7 5 3 1 .7 5 1 .5 7 3 0 .0 4 7 0 .1 4 6 85% 11% 34% $ $ $ $ 4 1 .4 4 W i l li a m s C o m m u n i c a t i o n s W CG $ 3 0 .8 8 0 .8 9 9 8 5 .3 1 % $ 1 .0 4 2 .0 2 3 .0 6 1 1 .2 0 0 .9 2 1 6 .0 6 1 6 .9 7 3 .7 4 1 .2 6 4 .6 3 9 .6 2 2 7 .7 5 $ $ 7 .3 8 1 3 .6 9 0 3 /2 1 /0 0 $ $ 5 0 .4 6 1 3 .2 6 0 4 /0 6 /0 0 0 1 /0 0 /0 0 0 4 /0 6 /0 0 $ $ 1 8 .8 8 9 .6 8 0 5 /3 1 /0 0 0 7 /0 5 /0 0 0 6 /2 1 /0 0 0 5 /2 5 /9 9 0 3 /2 0 /0 0

U S A N e tw o rk s

USAI

$

U t il i c o r p

UCU

$

V ia c o m

V IA

$

W e s te r n R e s o u r c e s

W R

$

W i l li a m s

W MB

$

1 ) S h a r e s h e ld o f ( C a r v e - O u t o r H o ld in g b y P a r e n t C o m p a n y ) d iv id e d b y s h a r e s o u t s t a n d in g o f t h e P a r e n t C o m p a n y .

2 ) E m b e d d e d V a lu e = ( C a r v e - O u t o r H o ld in g p r ic e ) m u lt ip lie d b y t h e R a t io .

3 ) R e s id u a l S t u b V a lu e = P a r e n t P r ic e le s s E m b e d d e d V a lu e .

4 ) P a r e n t P / E = P a r e n t p r ic e d iv id e d b y F ir s t C a ll E s t im a t e

5 ) R e s id u a l P / E = F ir s t C a ll e s t im a t e s o f t h e p a r e n t c o m p a n y le s s t h e h o ld in g c o m p a n y 's c o n t r ib u t io n , if t h e p a r e n t c o n s o lid a t e s t h e h o ld in g .

6 ) C o m p a n y h a s a n n o u n c e d in t e n t t o d is t r ib u t e s h a r e s o f c a r v e - o u t t o p a r e n t s h a r e h o ld e r s .

57

7 ) P a r e n t s e c o n o m ic o w n e r s h ip v a lu e o f c a r v e - o u t . T h is c o lu m n d o e s n o t in c lu d e c o n s id e r a t io n f o r v o t in g r ig h t s .

58

Spin-Off Equity Research

Spin-Off Calendar by Date

Listed Parent Ralston Purina US Bancorp Baxter Int. Cabot Corp. Comverse Technology Weatherford AT&T C-Cube BCE Northern States Power SGI Hewlett-Packard iGate Great Lakes Chemical Deluxe Corp. Methode Electronics Ford GTE AutoNation Delta Woodside Orckit Intelligroup Daisytek Eaton Kansas City Southern Ind. 3Com Central Garden Chronimed BRE Properties Global Crossing HNC Software Cablevision

APPLIED POWER

Date Symbol Announced ENR TRBC EW CCMP ULCM GRP AWE CUBE NT NRG MIPS A MSCT OSCA EFDS STLW VC GENU ANCX DHA DLA TIGA SERA PFSW ACLS SV PALM 06/10/99 07/12/99 07/12/99 07/29/99 01/19/00 07/21/99 12/06/99 10/27/99 01/31/00 03/29/00 02/26/99 03/02/99 03/07/00 09/20/99 01/31/00 02/23/00 04/14/00 04/10/00 08/02/99 02/09/99 02/09/99 02/10/00 11/04/00 09/21/99 02/24/00 02/03/98 09/14/99 03/20/00 03/13/00 03/16/00 04/19/00 12/22/99 01/27/00 12/15/99 03/01/00 03/28/00 12/21/99 03/10/00 09/15/99 01/14/00 12/22/99 12/29/99 05/18/99 07/29/99 01/27/00 05/13/99 08/09/99 10/27/99 10/28/99 10/18/99 11/09/99 01/01/00 01/31/00

Record Date

Spin-Off Date 04/01/00 04/01/00 04/03/00 04/04/00 04/05/00 04/14/00 04/27/00 05/03/00 05/02/00 05/31/00 06/20/00 06/02/00 06/12/00 06/15/00 06/26/00 06/26/00 06/28/00 06/28/00 06/30/00 06/30/00 06/30/00 07/03/00 07/06/00 07/07/00 07/10/00 07/12/00 07/27/00 July/Aug July/Aug July/Aug July/Aug August-00 August-00 August-00 Aug/Sept Aug/Sept Sept-00 Sept. Sept/Oct

Report Date April-00 April-00 April-00 April-00 April-00 April-00 April-00 May-00 Feb-00 June-00 June-00 June-00 April-00 July-00 June-00 June-U June-00 May-00 June-00 July-00 July-00 July-00 July-00 July-00 July-00 July-00 July-00

Tax Exempt Ratio Y Y Y Y 1:3 1:2 1:5 CO CO 1:1 CO-TR 1:1 SP CO .135:1 .37:1 CO CO CO/SP CO/SP 1:7.637 CO 1:8 1:10 1:10 1:1 1:1 .81:1 CO 2:1 | 1:2 1.5:1 SP 1:3 1:5 CO/TR SP/CO TR 1:1 SP CO SP CO/TR SP CO CO-TR SP CO-TR CO CO-TR 1:3.7 SP SP CO CO CO SP/CO SP

Symbol RAL UBAN BAX CBT CMVT WFT T CUBE BCE NSP SGI HWP IGTE GLK DLX METHA F GTE AN DLW ORCT ITIG DZTK ETN KSU COMS CENT CHMD BRE GBLX HNCS CVC

APW

Options Spin-Off Y N Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Energizer Holdings Three Rivers Bancorp Edwards Lifesciences Cabot Micro-Electonics Ulticom Grant Prideco Drilling Wireless Group C-Cube Semiconductor Nortel Networks NRG Energy Mips Technology Agilent Mascot OSCA eFunds Stratos Lightwave Visteon Genuity ANC Rental Corp. Duck Head Delta Apparel Tioga Technologies Seranova PFSweb Axcelis Technologies Stilwell Financial Palm Lawn and Garden Dist. MEDgenesis VelocityHSI Global Center Retek Rainbow Programming APW Ltd Moody's Asia Global Crossing Lucent EN Pheonix Online eHealth & eCommerce Tycom Staples.Com Chaparral Boat Unit Ventures Cayenta Eckerd Drug Chain Cabot Micro-Electonics Internet Billing RoadOne Microtech and Poolstat Florida East Coast E Research Technologies eB Networks ­ Softech Prolianz Deep Canyon Thermo Fibertek

Y N N

Y

Y Y Y Y Y Y Y Y Y

06/19/00 06/19/00 06/28/00 05/12/00 06/19/00 6/28/00 07/11/00

Y Y Y

MDGN

06/16/00

RTEK

Y Y Y Y Y Y Y Y Y Y Y N Y Y Y Y Y Y

May-00 Dec-99 Jan-00 Feb-00 Jan-00 June-00 Mar-00 May-00 Jan-00 April-00 Oct-99 Feb-00 Dec-99 December June-99 April-00 Feb-00 June-99 Nov-99 Dec-99 Dec-99 Feb-00 Feb-00

N Y P Y

Dun & Bradstreet Global Crossing Lucent Apollo Group National Data TYCO Staples RPC Comdisco Titan JC Penney Cabot Corp. Avista Miller Industries Interpool St. Joe PTEK Holdings Computer Horizons Modis Professional Services Hewlett Packard Thermo Electron

DNB GBLX LU APOL NDC TYC SPLS RES CDO TTN JCP CBT AVA MLR IPX JOE PTEK CHRZ MPS HWP TMO

Y

TCM SDOT

Y Y

CCMP

4th qtr-00 4th qtr-00 4th qtr-00

Y Y P

FLA

PRO TFT

Spin-Off Equity Research

59

Spin-Off Calendar by Date

Listed Parent Cabletron Ciber Cyber-Care DAMARK GETGO.COM Aztec Bell Atlantic Bellsouth PSINet Western Resources Fisher Scientific Kroll-O'Gara Southern Company Sybron International UCAR Xerox EMC SARA LEE SPX Transaction Sys. Arch. New York Times CMGI Playboy Nordstrom MIM Corp. Lason American Software Copart Good Guys Wal Mart Viacom Symbol CS CBR CYBR DMRK GTGO AZTC BEL BLS PSIX WR FSH KROG SO SYB UCR XRX EMC SLE SPW TSAI NYT CMGI PLA JWN MIMS LSON

AMSWA

Date Spin-Off 4 Unit break up Enterprise Solutions Air Response ClickShip Direct GETGO USA PCSI Wireless Options Latin Wireless Domestic Wireless Consumer Unit Electric Utility Alchematrix Break-Up Southern Energy Dental Group Graftech Contentguard McData Coach PYA-Monarch Inrange Technologies Insession Technologies New York Times Digital Altavista Playboy.com Internet Unit Internet Pharmacy E-Commerce Amquest Internet Business Good Guys.com Online Business MTVi Symbol Announced

Spin-Off Date

Report Date Mar-00 Mar-00 Mar-00 Mar-00 Mar-00 April-00 April-00 April-00 April-00 April-00 April-00 May-00 May-00 May-00 May-00 May-00 May-00 June-00 June-00 June-00 June-00 June-00 Feb-00 Jan-00

Tax Exempt Ratio

Options Y Y Y

Y Y Y Y

Y Y Y Y Y Y Y Y N Y Y Y Y Y

TCD ALTA PBYI

CPRT GGUY WMT VIA.B

03/01/00 02/29/00 02/16/00 02/29/00 03/30/00 04/04/00 03/29/00 04/05/00 03/28/00 03/29/00 03/08/00 04/18/00 04/17/00 04/24/00 04/18/00 04/26/00 05/31/00 05/30/00 05/30/00 06/05/00 06/02/00 01/28/00 12/17/99 09/28/99 08/26/99 01/20/00 12/20/99 01/25/00 12/17/99 01/05/00 01/07/99 02/11/00

Y

SP SP SP SP CO CO CO/TR CO CO SP CO CO SP CO CO CO CO CO CO CO CO/TR CO CO CO CO CO SP CO CO CO

Dec-00

Delayed Delayed Delayed

Y

Feb-00 Jan-00 Feb-00 Jan-00 Feb-00 Feb-00 Mar-00

Foreign Spin-Off Calendar by Date

Date Parent Scottish Power IDS CommerzBank Prudential ROCHE National Power Deutsche Telekom Thiessen Krupp Novartis Alcatel Modern Times Reuters Novo Nordisk United Pan-Europe Symbol SPI.N IDS CBK_GR PRU_LN ROHHY NP DT THAG NVTSY ALA MTGNY RTRSY NVO.N UPCOY Spin-Off Telecommunications B2B Commerce / Medical Comdirect EGG Givauden International Business Deutsche Telecom MobileN Steel Operation Agrochemical Business Cable and Components Metro Greenhouse Fund Enzymes and Health Care Chello Broadband COM EGG LN GIVN_ Symbol Announced 09/17/99 12/14/99 6/10/99 12/06/99 11/17/99 01/25/00 11/ /99 04/04/00 04/18/00 09/09/99 03/21/00 Spin-Off Date 2000 06/02/00 06/12/00 2000 Sept-00 2000 2000 2000 2000 2000 2001 Delayed Report Date Oct-99 Mar-00 June-00 June-00 Jan-00 Dec-99 Dec-99 April-00 May-00 May-00 May-00 Nov-99 June-00 Tax Exempt Ratio CO SP CO CO 1:1 SP CO SP SP 1:1 CO SP CO

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