<SPECIAL FEATURE>
January 26, 1999

Investors' Rights

NIRI Standards

Highlights from the National Investor Relations Institute's Standards and Guidance for Disclosure

"The integrity of capital markets is based on the full and fair disclosure of information....

"Corporations must continually identify the information they are required to release to the public, and determine how and when to release that information. The first step in making these determinations is deciding whether the information at issue is 'material'.... A company may apply the legal definition of materiality adopted by the U.S. Supreme Court... 'There must be a substantial likelihood that the disclosure of an omitted fact would have been viewed by the reasonable investor as having significantly altered the "total" mix of information available'.... If it is a borderline decision, [company officials] should err on the side of materiality and release it publicly....

"Company officials may withhold material information for legitimate business purposes, such as the benefit of the company or its shareholders, as long as no insider trades on that information. For example, information about pending acquisition discussions or pre-merger negotiations, information that might damage a company's competitive position, or information about a new product in development that the company is not yet prepared to release may appropriately be withheld from immediate disclosure.... This does not mean that a company can withhold 'bad news' indefinitely....

"Companies should not disclose in selective situations -- such as conference calls and analyst meetings -- information that it is unwilling to make available for general public use. A stock may move on the basis of a conference call, and it is important that selective disclosure not occur during such calls.... Should individual investors or reporters request the sort of detailed information that has been provided to analysts or portfolio managers, the company should provide it....

"Companies should exercise caution before distributing or referring to analysts' reports.... The company's runs the risk of appearing to embrace or endorse the report's contents and conclusions.... Companies, with fact sheets and/or 'homepages' on the Internet, can list those analysts and their firms which are covering them, but should refrain from including analysts' reports....

"Companies should respond to requests from individual or small investors in the same manner that they would respond to a request for information from a large investor, an analyst, or the press....

"The information from conference calls should be made available to all interested parties, including investors, analysts, and members of the media.... A conference call should not divulge any new material information not contained in the press release.... There should be widespread, broadcast notification of the conference calls to ensure that all interested parties will be able to participate in the call, at least in listening mode."

For a full $10 copy of Standards and Guidance for Disclosure, call the NIRI Bookstore at (703) 506-3570.