The Preferred Group of Mutual Funds
Record of Securities Purchased
under the Trust's Rule 10f-3 Procedures
1. Subadviser: JENNISON ASSOCIATES LLC
2. Fund: PREFERRED GROWTH FUND
3. Securities are: (Select one)
"Municipal securities" Part of an issue
as defined in Section registered under the
3(a) (29) of the Securities Act of
Securities Exchange 1933 which is being
Act of 1934 offered to the public
Yes No Yes X No
----- ----- ------ -----
4. Issuer: NAVISITE INC.
5. Description of Security: COMMON STOCK
6. Date of Purchase: 10/22/99
7. Underwriter from whom
purchased: BANCBOSTON ROBERTSON STEPHENS INC.
8. Name of Affiliated Underwriter
managing or participating in
syndicate (attach list of all
members of syndicate): PRUDENTIAL SECURITIES INC.
PLEASE SEE ATTACHED LIST
9. Aggregate principal amount of purchase [this
amount, when added to purchases by other
investment companies for whom CIML and the
relevant subadviser act as adviser, may not
exceed 25% of (10)]: $84,000*
<PAGE>
10. Aggregate principal amount of class of the offering of the class
of securities offered (for purchases in an Eligible Rule 144A
Offering, the total of (a) the principal amount of the offering
sold by underwriters or members of the syndicate to qualified
institutional buyer plus (ii) the principal amount of the
offering of of such class in any
concurrent public offering): $77,000,000
11. Aggregate principal amount of offering: $77,000,000
12. Purchase price, net of fees and
expenses [may not exceed (14)]: $14.00
13. Date offering commenced: 10/22/99
14. a. Public offering price: $14.00
b. Was it purchased prior to close of first full
business day after offering commenced? YES
(or, if a rights offering, the securities were
purchased on the fourth day preceding
the day on which the offering terminated)?:
15. Commission, spread or profit: 7.00% $0.98
------- -----
16. Have the following conditions been Yes No
satisfied? --------- ---------
a. The purchase price did not exceed the
offering price? X
--------- ---------
b. The underwriting was a firm
commitment underwriting? X
--------- ---------
c. The commission, spread or profit was
reasonable and fair in relation to that
being received by others for
underwriting similar securities during
the same period? X
--------- ---------
d. FOR SECURITIES THAT ARE NOT
MUNICIPAL SECURITIES) The issuer has
been in continuous operation for not
less than three years, including the
operations of any predecessors? X
--------- ---------
e. FOR MUNICIPAL SECURITIES ONLY) The
issue of securities has received an
investment grade rating from a
nationally recognized statistical rating
organization or, if the issuer or entity
supplying the revenues from which the
issue is to be paid shall have been in
existence less than three years
(including any predecessors), it has
received one of the three highest
ratings from at lest one such rating
service? --------- ---------
f. The amount of such securities
purchased by all of the investment
companies advised by CIML and the
subadviser(s) to the Fund purchasing
such securities did not exceed (10)
X*
--------- ---------
g. No Affiliated Underwriter was a direct
or indirect participant in the sale? X**
--------- ---------
* With regard to the Preferred Growth Fund only
** Prudential Securities Incorporated, an affiliate of Jennison, did not
participate in Navisite Inc. sale to the Preferred Growth Fund.
<PAGE>
Filed Pursuant to Rule 424(b)(1)
Registration No. 333-83501
[NAVISITE LOGO APPEARS HERE]
5,500,000 Shares
Common Stock
NaviSite, Inc. is offering 5,500,000 shares of its common stock. This is
NaviSite's initial public offering. The common stock has been approved for
quotation on the Nasdaq National Market under the symbol "NAVI."
At the request of NaviSite, the underwriters have reserved at the initial
public offering price up to 550,000 shares of common stock for sale to
officers, directors, employees and business associates of NaviSite and up to
825,000 shares of common stock for sale to stockholders of CMGI, Inc.
---------------------
Investing in our common stock involves risks.
See "Risk Factors" beginning on page 7.
---------------------
<TABLE>
<CAPTION>
Per Share Total
--------- -----
<S> <C> <C>
Public Offering Price.................................... $14.00 $77,000,000
Underwriting Discounts and Commissions................... $ 0.98 $ 5,390,000
Proceeds to NaviSite..................................... $13.02 $71,610,000
</TABLE>
The Securities and Exchange Commission and state securities regulators have
not approved or disapproved these securities, or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal
offense.
NaviSite has granted the underwriters a 30-day option to purchase up to an
additional 825,000 shares of common stock to cover over-allotments. Robertson
Stephens expects to deliver the shares of common stock to purchasers on October
27, 1999.
---------------------
Robertson Stephens
Hambrecht & Quist
FAC/Equities
The date of this prospectus is October 22, 1999.
The inside front cover page also contains the following:
<PAGE>
Transactions Between NaviSite and CMGI, Inc.--Investor Rights Agreement" and
"Description of Capital Stock--Registration Rights."
66
UNDERWRITING
The underwriters named below, acting through their representatives,
BancBoston Robertson Stephens Inc., Hambrecht & Quist LLC and FAC/Equities, a
division of First Albany Corporation, have severally agreed with us, subject to
the terms and conditions of the underwriting agreement, to purchase from us the
number of shares of common stock set forth opposite their names below. The
underwriters are committed to purchase and pay for all shares if any are
purchased.
<TABLE>
<CAPTION>
Number
Underwriter of Shares
----------- ---------
<S> <C>
BancBoston Robertson Stephens Inc.................................. 2,295,000
Hambrecht & Quist LLC.............................................. 1,530,000
FAC/Equities, a division of First Albany Corporation .............. 1,275,000
*Prudential Securities Incorporated................................. 100,000
E*trade Securities, Inc............................................ 75,000
Raymond James & Associates, Inc.................................... 75,000
C.E. Unterberg, Towbin............................................. 75,000
Wit Capital Corporation............................................ 75,000
---------
Total........................................................... 5,550,000
=========
</TABLE>
The representatives have advised us that the underwriters propose to offer
the shares of common stock to the public at the public offering price on the
cover page of this prospectus and to some dealers at that price less a
concession of not in excess of $0.60 per share, of which $0.10 may be reallowed
to other dealers. After this offering, the public offering price, concession
and reallowance to dealers may be reduced by the representatives. This
reduction will not change the amount of proceeds to be received by us as stated
on the cover page of this prospectus. The common stock is offered by the
underwriters as stated herein, subject to receipt and acceptance by them and
subject to their right to reject any order in whole or in part.
Over-Allotment Option. We have granted to the underwriters an option,
exercisable during the 30-day period after the date of this prospectus, to
purchase up to 825,000 additional shares of common stock at the same price per
share as we will receive for the 5,500,000 shares that the underwriters have
agreed to purchase. To the extent that the underwriters exercise this option,
each of the underwriters will have a firm commitment to purchase approximately
the same percentage of the additional shares that the number of shares of
common stock to be purchased by it shown in the above table represents as a
percentage of the 5,500,000 shares offered in this offering. If purchased,
these additional shares will be sold by the underwriters on the same terms as
those on which the 5,500,000 shares are being sold. We will be obligated,
pursuant to the option, to sell shares to the extent the option is exercised.
The underwriters may exercise this option only to cover over-allotments made in
connection with the sale of the shares of common stock offered hereby. If this
option is exercised in full, the total price to the public, underwriting
discounts and commissions and proceeds to us will be $88,550,000, $6,198,500
and $82,351,500, respectively. The underwriting discount and commission per
share is equal to the public offering price per share of common stock less the
amount paid by the underwriters to us per share of common stock.
<PAGE>
The Preferred Group of Mutual Funds
Record of Securities Purchased
under the Trust's Rule 10f-3 Procedures
1. Subadviser: JENNISON ASSOCIATES LLC
2. Fund: PREFERRED GROWTH FUND
3. Securities are: (Select one)
"Municipal securities" Part of an issue
as defined in Section registered under the
3(a) (29) of the Securities Act of
Securities Exchange 1933 which is being
Act of 1934 offered to the public
Yes No Yes X No
------ -------- ----- -----
4. Issuer: GENENTECH INCORPORATED
5. Description of Security: COMMON STOCK
6. Date of Purchase: 10/21/99
7. Underwriter from whom
purchased: J.P. MORGAN AND COMPANY
8. Name of Affiliated Underwriter
managing or participating in
syndicate (attach list of all
members of syndicate): PRUDENTIAL SECURITIES INC.
PLEASE SEE ATTACHED LIST
9. Aggregate principal amount of purchase [this
amount, when added to purchases by other
investment companies for whom CIML and the
relevant subadviser act as adviser, may not
exceed 25% of (10)]: $1,765,050.00*
<PAGE>
10. Aggregate principal amount of class of the offering of the class
of securities offered (for purchases in an Eligible Rule 144A
Offering, the total of (a) the principal amount of the offering
sold by underwriters or members of the syndicate to qualified
institutional buyer plus (ii) the principal amount of the
offering of of such class in any concurrent
public offering): $2,870,000,000
11. Aggregate principal amount of offering: $2,870,000,000
12. Purchase price, net of fees and
expenses [may not exceed (14)]: $143.50
13. Date offering commenced: 10/21/99
14. a. Public offering price: $143.50
b. Was it purchased prior to close of first full
business day after offering commenced? YES
(or, if a rights offering, the securities were
purchased on the fourth day preceding
the day on which the offering terminated)?:
15. Commission, spread or profit: 1.85 % $2.655
------------ ------
16. Have the following conditions been Yes No
satisfied? --------- -------
a. The purchase price did not exceed the
offering price? X
--------- -------
b. The underwriting was a firm
commitment underwriting? X
--------- -------
c. The commission, spread or profit was
reasonable and fair in relation to that
being received by others for
underwriting similar securities during
the same period? X
--------- -------
d. FOR SECURITIES THAT ARE NOT
MUNICIPAL SECURITIES) The issuer has
been in continuous operation for not
less than three years, including the
operations of any predecessors? X
--------- -------
e. (FOR MUNICIPAL SECURITIES ONLY) The
issue of securities has received an
investment grade rating from a
nationally recognized statistical rating
organization or, if the issuer or entity
supplying the revenues from which the
issue is to be paid shall have been in
existence less than three years
(including any predecessors), it has
received one of the three highest
ratings from at lest one such rating
service? --------- -------
f. The amount of such securities
purchased by all of the investment
companies advised by CIML and the
subadviser(s) to the Fund purchasing
such securities did not exceed (10)
X*
--------- -------
g. No Affiliated Underwriter was a direct
or indirect participant in the sale? X**
--------- --------
* With regard to the Preferred Growth Fund only
** Prudential Securities Incorporated, an affiliate of Jennison, did not
participate in the Genentech Incorporated sale to the Preferred Growth Fund.
<PAGE>
PROSPECTUS
20,000,000 Shares
[Genentech]
Common Stock
Roche Holdings, Inc. is offering all of these shares of our common stock and
will receive all of the proceeds of this offering. Our common stock is listed on
the New York Stock Exchange under the symbol "DNA". On October 20, 1999, the
closing price of our common stock on that exchange was $143 13/16 per share.
INVESTING IN OUR COMMON STOCK INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 10.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT ROCHE HOLDINGS, INC.
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share $143.500 $2.655 $140.845
- -------------------------------------------------------------------------------------------------------------------------
Total $2,870,000,000 $53,100,000 $2,816,900,000
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
Roche Holdings, Inc. has granted the underwriters the right to purchase up to an
additional 2,000,000 shares of common stock to cover over-allotments.
J.P. MORGAN & CO.
GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
WARBURG DILLON READ LLC
ROBERTSON STEPHENS
October 20, 1999
<PAGE>
UNDERWRITING
The underwriters named below, for whom J.P. Morgan Securities Inc., Goldman,
Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Warburg Dillon
Read LLC and BancBoston Robertson Stephens Inc. are acting as representatives,
have severally agreed, subject to the terms and conditions set forth in the
underwriting agreement among them, the selling stockholder and us, to purchase
from the selling stockholder, and the selling stockholder has agreed to sell to
the underwriters, the respective number of shares of common stock set forth
opposite their names below:
<TABLE>
<CAPTION>
----------
NUMBER
UNDERWRITERS OF SHARES
------------ ----------
<S> <C>
J.P. Morgan Securities Inc.................................. 4,761,000
Goldman, Sachs & Co......................................... 4,761,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.................................... 4,761,000
Warburg Dillon Read LLC..................................... 4,761,000
BancBoston Robertson Stephens Inc. ......................... 200,000
Adams, Harkness & Hill, Inc. ............................... 54,000
Bank Am Bellevue............................................ 54,000
Bear, Stearns & Co. Inc..................................... 54,000
CIBC World Markets Corp..................................... 54,000
Credit Suisse First Boston Corporation...................... 54,000
Gerard Klauer Mattison & Co., Inc........................... 54,000
Hambrecht & Quist LLC....................................... 54,000
ING Barings LLC............................................. 54,000
Lehman Brothers Inc......................................... 54,000
Morgan Stanley & Co. Incorporated........................... 54,000
Prudential Securities Incorporated.......................... 54,000
Salomon Smith Barney Inc.................................... 54,000
SG Cowen Securities Corporation............................. 54,000
U.S. Bancorp Piper Jaffray Inc.............................. 54,000
----------
Total............................................. 20,000,000
==========
</TABLE>
The nature of the underwriters' obligations under the underwriting agreement is
such that all of the common stock being offered, excluding shares covered by the
over-allotment option granted to the underwriters, must be purchased if any are
purchased.
The representatives of the underwriters have advised us that the several
underwriters propose to offer the common stock to the public at the public
offering price set forth on the cover page of this prospectus and may offer the
common stock to selected dealers at such price less a concession not to exceed
$2.125 per share. The underwriters may allow, and such dealers may reallow, a
concession to other dealers not to exceed $0.265 per share. After the initial
offering of the common stock, the public offering price and other selling terms
may be changed by the representatives.
The selling stockholder has granted the underwriters an option, exercisable for
30 days from the date of this prospectus, to purchase up to 2,000,000 additional
shares of common stock at the same price per share to be paid by the
underwriters for the other shares offered hereby. If the underwriters purchase
any such additional shares pursuant to the option, each of the underwriters will
be committed to purchase such additional shares in approximately the same
proportion as set forth in the above table. The underwriters may exercise the
option only to cover over-allotments, if any, made in connection with the
distribution of the common stock offered hereby.
80
<PAGE>
The Preferred Group of Mutual Funds
Record of Securities Purchased
under the Trust's Rule 10f-3 Procedures
1. Subadviser: JENNISON ASSOCIATES LLC
2. Fund: PREFERRED GROWTH FUND
3. Securities are: (Select one)
"Municipal securities" Part of an issue
as defined in Section registered under the
3(a) (29) of the Securities Act of
Securities Exchange 1933 which is being
Act of 1934 offered to the public
Yes ____ No ____ Yes X No
----- ------
4. Issuer: UNITED PARCEL SERVICE, INC.
5. Description of Security: COMMON STOCK
6. Date of Purchase: 11/9/99
7. Underwriter from whom
purchased: MORGAN STANLEY
8. Name of Affiliated Underwriter
managing or participating in
syndicate (attach list of all
members of syndicate): PRUDENTIAL SECURITIES INC.
PLEASE SEE ATTACHED LIST
9. Aggregate principal amount of purchase [this
amount, when added to purchases by other
investment companies for whom CIML and the
relevant subadviser act as adviser, may not
exceed 25% of (10)]: $980,000.00*
<PAGE>
10. Aggregate principal amount of class of the offering of the class
of securities offered (for purchases in an Eligible Rule 144A
Offering, the total of (a) the principal amount of the offering
sold by underwriters or members of the syndicate to qualified
institutional buyer plus (ii) the principal amount of the
offering of of such class in any concurrent
public offering): $5,470,000,000
11. Aggregate principal amount of offering: $5,470,000,000
12. Purchase price, net of fees and
expenses [may not exceed (14)]: $50.00
13. Date offering commenced: 11/9/99
14. a. Public offering price: $50.00
b. Was it purchased prior to close of first full
business day after offering commenced? YES
(or, if a rights offering, the securities were
purchased on the fourth day preceding
the day on which the offering terminated)?:
15. Commission, spread or profit: 3.5% $1.75
--------- -----
16. Have the following conditions been Yes No
satisfied? ------- -------
a. The purchase price did not exceed the
offering price? X
------- -------
b. The underwriting was a firm
commitment underwriting? X
------- -------
c. The commission, spread or profit was
reasonable and fair in relation to that
being received by others for
underwriting similar securities during
the same period? X
------- -------
d. (FOR SECURITIES THAT ARE NOT
MUNICIPAL SECURITIES) The issuer has
been in continuous operation for not
less than three years, including the
operations of any predecessors? X
------- -------
e. (FOR MUNICIPAL SECURITIES ONLY) The
issue of securities has received an
investment grade rating from a
nationally recognized statistical rating
organization or, if the issuer or entity
supplying the revenues from which the
issue is to be paid shall have been in
existence less than three years
(including any predecessors), it has
received one of the three highest
ratings from at lest one such rating
service? ------- -------
f. The amount of such securities
purchased by all of the investment
companies advised by CIML and the
subadviser(s) to the Fund purchasing
such securities did not exceed (10)
X*
------- -------
g. No Affiliated Underwriter was a direct
or indirect participant in the sale? X**
------- -------
* With regard to the Preferred Growth Fund only
** Prudential Securities Incorporated, an affiliate of Jennison, did not
participate in the United Parcel Service, Inc. sale to the Preferred Growth
Fund.
<PAGE>
PROSPECTUS
109,400,000 Shares
[United Parcel Service Logo Appears Here]
United Parcel Service, Inc.
CLASS B COMMON STOCK
----------------
We are offering 109,400,000 shares of our class B common stock. This is our
initial public offering and no public market exists for our shares.
----------------
Our class B common stock has been approved for listing on the New York Stock
Exchange under the trading symbol "UPS," subject to official notice of
issuance.
----------------
Investing in our class B common stock involves risks. See "Risk Factors"
beginning on page 10.
----------------
PRICE $50 A SHARE
----------------
<TABLE>
<CAPTION>
Underwriting
Price to Discounts and Proceeds to
Public Commissions UPS
-------- ------------- -----------
<S> <C> <C> <C>
Per Share................... $50.00 $1.75 $48.25
Total....................... $5,470,000,000 $191,450,000 $5,278,550,000
</TABLE>
We have granted the underwriters the right to purchase up to an additional
10,940,000 shares to cover over-allotments.
The Securities and Exchange Commission and state securities regulators have
not approved or disapproved these securities, or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal
offense.
Morgan Stanley & Co. Incorporated expects to deliver the shares to purchasers
on November 15, 1999.
----------------
MORGAN STANLEY DEAN WITTER
GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
CREDIT SUISSE FIRST BOSTON
SALOMON SMITH BARNEY
WARBURG DILLON READ
November 9, 1999
<PAGE>
UNDERWRITERS
Under the terms and subject to the conditions contained in an underwriting
agreement dated the date of this prospectus, the U.S. underwriters named
below, for whom Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse First Boston
Corporation, Salomon Smith Barney Inc. and Warburg Dillon Read LLC are acting
as U.S. representatives, and the international underwriters named below, for
whom Morgan Stanley & Co. International Limited, Goldman Sachs International,
Merrill Lynch International, Credit Suisse First Boston (Europe) Limited,
Salomon Brothers International Limited and UBS AG, acting through its division
Warburg Dillon Read, are acting as international representatives, have
severally agreed to purchase, and we have agreed to sell to them, severally,
the number of shares indicated below:
<TABLE>
<CAPTION>
Number of
Name Shares
- ---- ----------
<S> <C>
U.S. Underwriters:
Morgan Stanley & Co. Incorporated.................................. 13,449,562
Goldman, Sachs & Co. .............................................. 13,449,561
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.................................................. 13,449,561
Credit Suisse First Boston Corporation............................. 6,723,772
Salomon Smith Barney Inc. ......................................... 6,723,772
Warburg Dillon Read LLC............................................ 6,723,772
ABN Amro Incorporated.............................................. 1,000,000
Banc of America Securities LLC..................................... 1,000,000
BancBoston Robertson Stephens Inc. ................................ 1,000,000
Bear, Stearns & Co. Inc. .......................................... 1,000,000
Sanford C. Bernstein & Co., Inc. .................................. 500,000
Blaylock & Partners, L.P. ......................................... 1,000,000
J.C. Bradford & Co. ............................................... 500,000
Chatsworth Securities LLC.......................................... 500,000
Deutsche Bank Securities Inc. ..................................... 1,000,000
Donaldson, Lufkin & Jenrette Securities Corporation................ 1,000,000
E* Offering Corp. ................................................. 500,000
A.G. Edwards & Sons, Inc. ......................................... 1,000,000
First Union Securities, Inc. ...................................... 1,000,000
Gruntal & Co., L.L.C. ............................................. 500,000
Guzman & Company................................................... 500,000
J.J.B. Hilliard, W.L. Lyons, Inc. ................................. 500,000
ING Barings LLC.................................................... 1,000,000
Jackson Securities Incorporated.................................... 500,000
Edward D. Jones & Co., L.P. ....................................... 1,000,000
Lazard Freres & Co. LLC............................................ 1,000,000
Legg Mason Wood Walker, Incorporated............................... 500,000
Lehman Brothers Inc. .............................................. 1,000,000
Melvin Securities, L.L.C. ......................................... 500,000
J.P. Morgan Securities Inc. ....................................... 1,000,000
Morgan Keegan & Company, Inc. ..................................... 500,000
Nesbitt Burns Securities Inc. ..................................... 500,000
PaineWebber Incorporated........................................... 1,000,000
Prudential Securities Incorporated................................. 1,000,000
Ramirez & Co., Inc. ............................................... 500,000
RBC Dominion Securities Inc. ...................................... 500,000
The Robinson-Humphrey Company, LLC................................. 500,000
Charles Schwab & Co., Inc. ........................................ 500,000
</TABLE>
73
<PAGE>
<TABLE>
<CAPTION>
Number of
Name Shares
- ---- -----------
<S> <C>
Scott & Stringfellow, Inc. ....................................... 500,000
Muriel Siebert & Co., Inc. ....................................... 500,000
Tucker Anthony Cleary Gull........................................ 500,000
Utendahl Capital Partners, L.P. .................................. 500,000
Wachovia Securities, Inc. ........................................ 500,000
The Williams Capital Group, L.P. ................................. 500,000
-----------
Subtotal........................................................ 87,520,000
-----------
International Underwriters:
Morgan Stanley & Co. International Limited........................ 4,506,892
Goldman Sachs International....................................... 4,506,892
Merrill Lynch International....................................... 4,506,892
Credit Suisse First Boston (Europe) Limited....................... 2,253,108
Salomon Brothers International Limited............................ 2,253,108
UBS AG, acting through its division Warburg Dillon Read........... 2,253,108
ABN AMRO Rothschild............................................... 200,000
Banca D'Intermediazione Mobiliare IMI S.P.A....................... 200,000
BBV Interactivos, S.A., S.V.B. ................................... 200,000
Commerzbank Aktiengesellschaft.................................... 200,000
Credit Agricole Indosuez.......................................... 200,000
HSBC Investment Bank plc.......................................... 200,000
Kleinwort Benson Securities Limited............................... 200,000
Tokyo Mitsubishi International plc................................ 200,000
-----------
Subtotal........................................................ 21,880,000
-----------
Total......................................................... 109,400,000
===========
</TABLE>
The U.S. underwriters and the international underwriters, and the U.S.
representatives and the international representatives, are collectively
referred to as the "underwriters" and the "representatives," respectively. The
underwriters are offering the shares of class B common stock subject to their
acceptance of the shares from us and subject to prior sale. The underwriting
agreement provides that the obligations of the several underwriters to pay for
and accept delivery of the shares of class B common stock offered by this
prospectus are subject to the approval of certain legal matters by their
counsel and to certain other conditions. The underwriters are obligated to
take and pay for all of the shares of class B common stock offered by this
prospectus if any such shares are taken. However, the underwriters are not
required to take or pay for the shares covered by the underwriters'
over-allotment option described below.
In the agreement between U.S. and international underwriters, sales may be
made between U.S. underwriters and international underwriters of any number of
shares as may be mutually agreed. The per share price of any shares sold by
the underwriters will be the public offering price listed on the cover page of
this prospectus, in United States dollars, less an amount not greater than the
per share amount of the concession to dealers described below.
The underwriters initially propose to offer part of the shares of class B
common stock directly to the public at the public offering price listed on the
cover page of this prospectus and part to certain dealers at a price that
represents a concession not in excess of $1.08 a share under the public
offering price. Any underwriter may allow, and such dealers may reallow, a
concession not in excess of $.10 a share to other underwriters or to certain
dealers. After the initial offering of the shares of class B common stock, the
offering price and other selling terms may from time to time be varied by the
representatives.
74
<PAGE>
The Preferred Group of Mutual Funds
Record of Securities Purchased
under the Trust's Rule 10f-3 Procedures
1. Subadviser: JENNISON ASSOCIATES LLC
2. Fund: PREFERRED GROWTH FUND
3. Securities are: (Select one)
"Municipal securities" Part of an issue
as defined in Section registered under the
3(a) (29) of the Securities Act of
Securities Exchange 1933 which is being
Act of 1934 offered to the public
Yes ____ No ____ Yes X No
----- ------
4. Issuer: GENENTECH INCORPORATED
5. Description of Security: COMMON STOCK
6. Date of Purchase: 3/23/00
7. Underwriter from whom
purchased: J.P. MORGAN AND COMPANY
8. Name of Affiliated Underwriter
managing or participating in
syndicate (attach list of all
members of syndicate): PRUDENTIAL SECURITIES INC.
PLEASE SEE ATTACHED LIST
9. Aggregate principal amount of purchase [this
amount, when added to purchases by other
investment companies for whom CIML and the
relevant subadviser act as adviser, may not
exceed 25% of (10)]: $880,200*
<PAGE>
10. Aggregate principal amount of class of the offering of the class
of securities offered (for purchases in an Eligible Rule 144A
Offering, the total of (a) the principal amount of the offering
sold by underwriters or members of the syndicate to qualified
institutional buyer plus (ii) the principal amount of the
offering of of such class in any concurrent
public offering): $2,819,900,000
11. Aggregate principal amount of offering: $2,819,900,000
12. Purchase price, net of fees and
expenses [may not exceed (14)]: $163.00
13. Date offering commenced: 3/23/00
14. a. Public offering price: $163.00
b. Was it purchased prior to close of first full
business day after offering commenced? YES
(or, if a rights offering, the securities were
purchased on the fourth day preceding
the day on which the offering terminated)?:
15. Commission, spread or profit: 1.7 % $2.771
------------ --------
16. Have the following conditions been Yes No
satisfied? --------- -------
a. The purchase price did not exceed the
offering price? X
--------- -------
b. The underwriting was a firm
commitment underwriting? X
--------- -------
c. The commission, spread or profit was
reasonable and fair in relation to that
being received by others for
underwriting similar securities during
the same period? X
--------- --------
d. (FOR SECURITIES THAT ARE NOT
MUNICIPAL SECURITIES) The issuer has
been in continuous operation for not
less than three years, including the
operations of any predecessors? X
--------- -------
e. (FOR MUNICIPAL SECURITIES ONLY) The
issue of securities has received an
investment grade rating from a
nationally recognized statistical rating
organization or, if the issuer or entity
supplying the revenues from which the
issue is to be paid shall have been in
existence less than three years
(including any predecessors), it has
received one of the three highest
ratings from at lest one such rating
service? --------- -------
f. The amount of such securities
purchased by all of the investment
companies advised by CIML and the
subadviser(s) to the Fund purchasing
such securities did not exceed (10)
X*
--------- -------
g. No Affiliated Underwriter was a direct
or indirect participant in the sale? X**
--------- -------
* With regard to the Preferred Growth Fund only
** Prudential Securities Incorporated, an affiliate of Jennison, did not
participate in the Genentech Incorporated sale to the Preferred Growth Fund.
<PAGE>
PROSPECTUS
17,300,000 Shares
[Genentech]
Common Stock
Roche Holdings, Inc. is offering all of these shares of our common stock and
will receive all of the proceeds of this offering. Our common stock is listed on
the New York Stock Exchange under the symbol "DNA". On March 23, 2000, the
closing price of our common stock on that exchange was $167 1/4 per share.
INVESTING IN OUR COMMON STOCK INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 9.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT ROCHE HOLDINGS, INC.
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share $163.000 $2.771 $160.229
- -------------------------------------------------------------------------------------------------------------------------
Total $2,819,900,000 $47,938,300 $2,771,961,700
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
Roche Holdings, Inc. has granted the underwriters the right to purchase up to an
additional 1,700,000 shares of common stock to cover over-allotments.
J.P. MORGAN & CO.
GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
WARBURG DILLON READ LLC
LEHMAN BROTHERS
ROBERTSON STEPHENS
March 23, 2000
<PAGE>
UNDERWRITING
The underwriters named below, for whom J.P. Morgan Securities Inc., Goldman,
Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Warburg Dillon
Read LLC, FleetBoston Robertson Stephens Inc. and Lehman Brothers Inc. are
acting as representatives, have severally agreed, subject to the terms and
conditions set forth in the underwriting agreement among them, the selling
stockholder and us, to purchase from the selling stockholder, and the selling
stockholder has agreed to sell to the underwriters, the respective number of
shares of common stock set forth opposite their names below:
<TABLE>
<CAPTION>
----------
NUMBER
UNDERWRITERS OF SHARES
------------ ----------
<S> <C>
J.P. Morgan Securities Inc. ................................ 3,735,000
Goldman, Sachs & Co. ....................................... 3,735,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated ................................... 3,735,000
Warburg Dillon Read LLC..................................... 3,735,000
FleetBoston Robertson Stephens Inc. ........................ 830,000
Lehman Brothers Inc. ....................................... 830,000
Adams, Harkness & Hill, Inc. ............................... 50,000
Bank Am Bellevue............................................ 50,000
Bear, Stearns & Co. Inc. ................................... 50,000
Chase Securities, Inc....................................... 50,000
CIBC World Markets Corp. ................................... 50,000
Credit Suisse First Boston Corporation ..................... 50,000
Donaldson, Lufkin & Jenrette Securities Corporation......... 50,000
ING Barings LLC............................................. 50,000
Lazard Freres & Co. LLC .................................... 50,000
Morgan Stanley & Co. Incorporated .......................... 50,000
Prudential Securities Incorporated ......................... 50,000
Salomon Smith Barney Inc. .................................. 50,000
SG Cowen Securities Corporation ............................ 50,000
U.S. Bancorp Piper Jaffray Inc.............................. 50,000
----------
Total............................................. 17,300,000
==========
</TABLE>
The nature of the underwriters' obligations under the underwriting agreement is
such that all of the common stock being offered, excluding shares covered by the
over-allotment option granted to the underwriters, must be purchased if any are
purchased.
The representatives of the underwriters have advised us that the several
underwriters propose to offer the common stock to the public at the public
offering price set forth on the cover page of this prospectus and may offer the
common stock to selected dealers at such price less a concession not to exceed
$2.22 per share. The underwriters may allow, and such dealers may reallow, a
concession to other dealers not to exceed $0.10 per share. After the initial
offering of the common stock, the public offering price and other selling terms
may be changed by the representatives.
The selling stockholder has granted the underwriters an option, exercisable for
30 days from the date of this prospectus, to purchase up to 1,700,000 additional
shares of common stock at the same price per share to be paid by the
underwriters for the other shares offered hereby. If the underwriters purchase
any such additional shares pursuant to the option, each of the underwriters will
be committed to purchase such additional shares in approximately the same
proportion as set forth in the above table. The underwriters may exercise the
option only to cover over-allotments, if any, made in connection with the
distribution of the common stock offered hereby.
57
<PAGE>
The Preferred Group of Mutual Funds
Record of Securities Purchased
under the Trust's Rule 10f-3 Procedures
1. Subadviser: JENNISON ASSOCIATES LLC
2. Fund: PREFERRED GROWTH FUND
3. Securities are: (Select one)
"Municipal securities" Part of an issue
as defined in Section registered under the
3(a) (29) of the Securities Act of
Securities Exchange 1933 which is being
Act of 1934 offered to the public
Yes No Yes X No
----- ------ ----- ------
4. Issuer: EXTENSITY INCORPORATED
5. Description of Security: COMMON STOCK
6. Date of Purchase: 1/27/00
7. Underwriter from whom
purchased: DEUTSCHE BANK ALEX BROWN
8. Name of Affiliated Underwriter
managing or participating in
syndicate (attach list of all
members of syndicate): PRUDENTIAL SECURITIES INC.
PLEASE SEE ATTACHED LIST
9. Aggregate principal amount of purchase [this
amount, when added to purchases by other
investment companies for whom CIML and the
relevant subadviser act as adviser, may not
exceed 25% of (10)]: $100,000*
<PAGE>
10. Aggregate principal amount of class of the offering of the class
of securities offered (for purchases in an Eligible Rule 144A
Offering, the total of (a) the principal amount of the offering
sold by underwriters or members of the syndicate to qualified
institutional buyer plus (ii) the principal amount of the
offering of of such class in any concurrent
public offering): $80,000,000
11. Aggregate principal amount of offering: $80,000,000
12. Purchase price, net of fees and
expenses [may not exceed (14)]: $20.00
13. Date offering commenced: 1/27/00
14. a. Public offering price: $20.00
b. Was it purchased prior to close of first full
business day after offering commenced? YES
(or, if a rights offering, the securities were
purchased on the fourth day preceding
the day on which the offering terminated)?:
15. Commission, spread or profit: 7.00 % $1.40
----------- -----
16. Have the following conditions been Yes No
satisfied? ------- ------
a. The purchase price did not exceed the
offering price? X
------- ------
b. The underwriting was a firm
commitment underwriting? X
------- ------
c. The commission, spread or profit was
reasonable and fair in relation to that
being received by others for
underwriting similar securities during
the same period? X
------- ------
d. (FOR SECURITIES THAT ARE NOT
MUNICIPAL SECURITIES) The issuer has
been in continuous operation for not
less than three years, including the
operations of any predecessors? X
------- ------
e. (FOR MUNICIPAL SECURITIES ONLY) The
issue of securities has received an
investment grade rating from a
nationally recognized statistical rating
organization or, if the issuer or entity
supplying the revenues from which the
issue is to be paid shall have been in
existence less than three years
(including any predecessors), it has
received one of the three highest
ratings from at lest one such rating
service? ------- ------
f. The amount of such securities
purchased by all of the investment
companies advised by CIML and the
subadviser(s) to the Fund purchasing
such securities did not exceed (10)
X*
------- ------
g. No Affiliated Underwriter was a direct
or indirect participant in the sale? X**
------- ------
* With regard to the Preferred Growth Fund only
** Prudential Securities Incorporated, an affiliate of Jennison, did not
participate in the Extensity Inc. sale to the Preferred Growth Fund.
<PAGE>
LOGO
--------------------------------------------------------------------------------
4,000,000 SHARES
COMMON STOCK
--------------------------------------------------------------------------------
This is the initial public offering of Extensity, Inc. and we are offering
4,000,000 shares of our common stock. Our common stock has been approved for
listing on the Nasdaq National Market under the symbol "EXTN."
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE 4.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS EXTENSITY
<S> <C> <C> <C>
Per Share $20.00 $1.40 $18.60
Total $80,000,000 $5,600,000 $74,400,000
</TABLE>
We have granted the underwriters the right to purchase up to 600,000 additional
shares to cover over-allotments.
DEUTSCHE BANC ALEX. BROWN
BEAR, STEARNS & CO. INC.
CHASE H&Q
THE DATE OF THIS PROSPECTUS IS JANUARY 26, 2000
<PAGE>
UNDERWRITING
Subject to the terms and conditions of the underwriting agreement, the
underwriters named below, through their representatives Deutsche Bank Securities
Inc., Bear, Stearns & Co. Inc. and Hambrecht & Quist LLC, have severally agreed
to purchase from Extensity the following respective number of shares of common
stock at a public offering price less the underwriting discounts and commissions
set forth on the cover page of this prospectus:
<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
----------- ---------
<S> <C>
Deutsche Bank Securities Inc................................ 1,396,000
Bear, Stearns & Co. Inc..................................... 787,000
Hambrecht & Quist LLC....................................... 787,000
Banc of America Securities LLC.............................. 80,000
Donaldson, Lufkin & Jenrette Securities Corporation......... 80,000
FleetBoston Robertson Stephens Inc.......................... 80,000
Goldman, Sachs & Co......................................... 80,000
Prudential Securities Incorporated.......................... 80,000
SoundView Technology Group, Inc............................. 80,000
Adams, Harkness & Hill, Inc................................. 50,000
FAC/Equities................................................ 50,000
Josephthal & Co. Inc........................................ 50,000
Legg Mason Wood Walker, Incorporated........................ 50,000
Edgar M. Norris & Co. Inc................................... 50,000
U.S. Bancorp Piper Jaffray Inc.............................. 50,000
Raymond James & Associates Inc.............................. 50,000
Sands Brothers & Co., Ltd................................... 50,000
Shields & Company........................................... 50,000
Tucker Anthony Cleary Gull.................................. 50,000
Wedbush Morgan Securities Inc............................... 50,000
---------
Total Underwriters (20)................................... 4,000,000
=========
</TABLE>
The underwriting agreement provides that the obligations of the several
underwriters to purchase the shares of common stock offered hereby are subject
to certain conditions precedent and that the underwriters will purchase all
shares of the common stock offered hereby, other than those covered by the
over-allotment option described below, if any of these shares are purchased.
The underwriters propose to offer the shares of common stock to the public
at the public offering price set forth on the cover of this prospectus and to
dealers at a price that represents a concession not in excess of $0.82 per share
under the public offering price. The underwriters may allow, and these dealers
may re-allow, a concession of not more than $0.10 per share to other dealers.
After the initial public offering, representatives of the underwriters may
change the offering price and other selling terms.
We have granted to the underwriters an option, exercisable not later than
30 days after the date of this prospectus, to purchase up to 600,000 additional
shares of common stock at the public offering price less the underwriting
discounts and commissions set forth on the cover page of this prospectus. The
underwriters may exercise this option only to cover over-allotments made in
connection with the sale of the common stock offered hereby. To the extent that
the underwriters exercise this option, each of the underwriters will become
obligated,
73
<PAGE>
The Preferred Group of Mutual Funds
Record of Securities Purchased
under the Trust's Rule 10f-3 Procedures
1. Subadviser: JENNISON ASSOCIATES LLC
2. Fund: PREFERRED GROWTH FUND
3. Securities are: (Select one)
"Municipal securities" Part of an issue
as defined in Section registered under the
3(a) (29) of the Securities Act of
Securities Exchange 1933 which is being
Act of 1934 offered to the public
Yes No Yes X No
----- ------ ----- ------
4. Issuer: AT&T WIRELESS GROUP TRACKING STOCK
5. Description of Security: COMMON STOCK
6. Date of Purchase: 4/26/00
7. Underwriter from whom
purchased: MERRILL LYNCH & CO.
8. Name of Affiliated Underwriter
managing or participating in
syndicate (attach list of all
members of syndicate): PRUDENTIAL SECURITIES INC.
PLEASE SEE ATTACHED LIST
9. Aggregate principal amount of purchase [this
amount, when added to purchases by other
investment companies for whom CIML and the
relevant subadviser act as adviser, may not
exceed 25% of (10)]: $4,802,800*
<PAGE>
10. Aggregate principal amount of class of the offering of the class
of securities offered (for purchases in an Eligible Rule 144A
Offering, the total of (a) the principal amount of the offering
sold by underwriters or members of the syndicate to qualified
institutional buyer plus (ii) the principal amount of the
offering of of such class in any concurrent
public offering): $10,620,000,000
11. Aggregate principal amount of offering: $10,620,000,000
12. Purchase price, net of fees and
expenses [may not exceed (14)]: $29.50
13. Date offering commenced: 4/26/00
14. a. Public offering price: $29.50
b. Was it purchased prior to close of first full
business day after offering commenced? YES
(or, if a rights offering, the securities were
purchased on the fourth day preceding
the day on which the offering terminated)?:
15. Commission, spread or profit: 2.92 % $0.86
----------- -----
16. Have the following conditions been Yes No
satisfied? --------- -------
a. The purchase price did not exceed the
offering price? X
--------- -------
b. The underwriting was a firm
commitment underwriting? X
--------- -------
c. The commission, spread or profit was
reasonable and fair in relation to that
being received by others for
underwriting similar securities during
the same period? X
--------- -------
d. (FOR SECURITIES THAT ARE NOT
MUNICIPAL SECURITIES) The issuer has
been in continuous operation for not
less than three years, including the
operations of any predecessors? X
--------- -------
e. (FOR MUNICIPAL SECURITIES ONLY) The
issue of securities has received an
investment grade rating from a
nationally recognized statistical rating
organization or, if the issuer or entity
supplying the revenues from which the
issue is to be paid shall have been in
existence less than three years
(including any predecessors), it has
received one of the three highest
ratings from at lest one such rating
service? --------- -------
f. The amount of such securities
purchased by all of the investment
companies advised by CIML and the
subadviser(s) to the Fund purchasing
such securities did not exceed (10)
X*
--------- -------
g. No Affiliated Underwriter was a direct
or indirect participant in the sale? X**
--------- -------
* With regard to the Preferred Growth Fund only
** Prudential Securities Incorporated, an affiliate of Jennison, did not
participate in the AT&T Wireless Group Tracking Stock sale to the Preferred
Growth Fund.
<PAGE>
PROSPECTUS
360,000,000 SHARES
[AT&T LOGO]
AT&T WIRELESS GROUP TRACKING STOCK
-------------------------
AT&T Corp. is offering shares of a new class of its common stock, which we
refer to as "AT&T Wireless Group tracking stock." This stock is designed to
track AT&T's wireless services businesses. No public market currently exists for
AT&T Wireless Group tracking stock.
Immediately after the offering to the public, AT&T will own all of the
remaining interest in the AT&T Wireless Group. This prospectus relates to an
offering of 306,000,000 shares in the United States and Canada. In addition,
54,000,000 shares are being offered outside the United States and Canada in an
international offering.
AT&T Wireless Group tracking stock has been approved for listing on the New
York Stock Exchange, subject to official notice of issuance, under the symbol
"AWE."
INVESTING IN THE AT&T WIRELESS GROUP TRACKING STOCK INVOLVES RISKS. SEE
"RISK FACTORS" BEGINNING ON PAGE 13.
-------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER SECURITIES
REGULATOR HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-------------------------
<TABLE>
<CAPTION>
PER SHARE TOTAL
--------- -----
<S> <C> <C>
Public offering price....................................... $29.50 $10,620,000,000
Underwriting discount....................................... $ .86 $ 309,600,000
Proceeds, before expenses................................... $28.64 $10,310,400,000
</TABLE>
AT&T has granted the U.S. and international underwriters options to
purchase up to an additional 54,000,000 shares of AT&T Wireless Group tracking
stock solely to cover over-allotments.
The underwriters expect that the shares of AT&T Wireless Group tracking
stock will be ready for delivery in New York, New York on May 2, 2000.
-------------------------
Global Coordinators and Joint Book-Running Managers
GOLDMAN, SACHS & CO. MERRILL LYNCH & CO. SALOMON SMITH BARNEY
-------------------------
CREDIT SUISSE FIRST BOSTON LEHMAN BROTHERS MORGAN STANLEY DEAN WITTER
-------------------------
BANC OF AMERICA SECURITIES LLC M.R. BEAL & CO. BEAR, STEARNS & CO. INC.
CHASE H&Q DEUTSCHE BANC ALEX. BROWN DONALDSON, LUFKIN & JENRETTE
J.P. MORGAN & CO. PAINEWEBBER INCORPORATED PRUDENTIAL VOLPE TECHNOLOGY
A UNIT OF PRUDENTIAL
SECURITIES
SANFORD C. BERNSTEIN & CO., INC. THOMAS WEISEL PARTNERS LLC
APRIL 26, 2000
<PAGE>
UNDERWRITING
Under the terms and subject to the conditions contained in an underwriting
agreement, dated April 26, 2000, the U.S. underwriters named below have
severally agreed to purchase, and we have agreed to sell to them, the respective
number of shares of AT&T Wireless Group tracking stock set forth below:
<TABLE>
<CAPTION>
NUMBER OF
NAME SHARES
- ---- ------------
<S> <C>
Goldman, Sachs & Co. ....................................... 52,048,866
Merrill Lynch, Pierce, Fenner & Smith
Incorporated................................... 52,048,866
Salomon Smith Barney Inc. .................................. 52,048,866
Credit Suisse First Boston Corporation...................... 18,207,000
Lehman Brothers Inc. ....................................... 18,207,000
Morgan Stanley & Co. Incorporated........................... 18,207,000
Banc of America Securities LLC.............................. 4,492,500
M.R. Beal & Company......................................... 4,492,500
Bear, Stearns & Co. Inc. ................................... 4,492,500
Chase Securities Inc. ...................................... 4,492,500
Deutsche Bank Securities Inc. .............................. 4,492,500
Donaldson, Lufkin & Jenrette Securities Corporation......... 4,492,500
J.P. Morgan Securities Inc. ................................ 4,492,500
PaineWebber Incorporated.................................... 4,492,500
Prudential Securities Incorporated.......................... 4,492,500
Sanford C. Bernstein & Co., Inc. ........................... 4,492,500
Thomas Weisel Partners LLC.................................. 4,492,500
Advanced Clearing, Inc. .................................... 1,049,000
Allen & Company Incorporated................................ 1,049,000
BMO Nesbitt Burns Corp. .................................... 1,049,000
Blaylock & Partners, L.P. .................................. 1,049,000
CIBC World Markets Corp. ................................... 1,049,000
A.G. Edwards & Sons, Inc. .................................. 1,049,000
Fidelity Capital Markets, A Division of National Financial
Services Corp. ........................................... 1,049,000
First Union Securities, Inc. ............................... 1,049,000
FleetBoston Robertson Stephens Inc. ........................ 1,049,000
Guzman & Company............................................ 1,049,000
Edward D. Jones & Co., L.P. ................................ 1,049,000
Lazard Freres & Co. LLC .................................... 1,049,000
RBC Dominion Securities Corporation......................... 1,049,000
SG Cowen Securities Corporation............................. 1,049,000
Muriel Siebert & Co., Inc. ................................. 1,049,000
Utendahl Capital Partners, L.P. ............................ 1,049,000
Wasserstein Perella Securities, Inc. ....................... 1,049,000
Wit Soundview Corporation................................... 1,049,000
Advest, Inc. ............................................... 524,700
Robert W. Baird & Co. Incorporated.......................... 524,700
William Blair & Company, L.L.C.............................. 524,700
J.C. Bradford & Co. ........................................ 524,700
Chatsworth Securities LLC................................... 524,700
Dain Rauscher Incorporated.................................. 524,700
</TABLE>
103
<PAGE> 107
<TABLE>
<CAPTION>
NUMBER OF
NAME SHARES
- ---- ------------
<S> <C>
Fahnestock & Co. Inc. ...................................... 524,700
Friedman, Billings, Ramsey & Co., Inc. ..................... 524,700
Gerard Klauer Mattison & Co., Inc. ......................... 524,700
J.J.B. Hilliard, W.L. Lyons, Inc. .......................... 524,700
Janney Montgomery Scott LLC................................. 524,700
C. L. King & Associates, Inc. .............................. 524,700
Legg Mason Wood Walker, Incorporated........................ 524,700
McDonald Investments Inc., A KeyCorp Company................ 524,700
Morgan Keegan & Company, Inc. .............................. 524,700
Needham & Company, Inc. .................................... 524,700
Neuberger Berman, LLC....................................... 524,700
Ormes Capital Markets, Inc. ................................ 524,700
Pryor, McClendon, Counts & Co., Inc. ....................... 524,700
Ragen MacKenzie Incorporated................................ 524,700
Ramirez & Co., Inc. ........................................ 524,700
Raymond James & Associates, Inc. ........................... 524,700
The Robinson-Humphrey Company, LLC.......................... 524,700
Scott & Stringfellow, Inc. ................................. 524,700
Stephens Inc. .............................................. 524,700
Stifel, Nicolaus & Company, Incorporated.................... 524,700
SunTrust Equitable Securities Corporation................... 524,700
Sutro & Co. Incorporated.................................... 524,700
Tucker Anthony Incorporated................................. 524,700
C.E. Unterberg, Towbin...................................... 524,700
U.S. Bancorp Piper Jaffray Inc. ............................ 524,700
Wachovia Securities, Inc. .................................. 524,700
The Williams Capital Group, L.P. ........................... 524,700
Adams, Harkness & Hill, Inc. ............................... 262,300
Arnhold and S. Bleichroeder, Inc. .......................... 262,300
George K. Baum & Company.................................... 262,300
Brean Murray & Co., Inc. ................................... 262,300
Burnham Securities Inc. .................................... 262,300
The Chapman Company......................................... 262,300
Crowell, Weedon & Co. ...................................... 262,300
Davenport & Company LLC..................................... 262,300
D.A. Davidson & Co. ........................................ 262,300
Doft & Co., Inc. ........................................... 262,300
Doley Securities, Inc. ..................................... 262,300
E*OFFERING Corp............................................. 262,300
First Albany Corporation.................................... 262,300
Gabelli & Company, Inc. .................................... 262,300
Gardner Rich & Co., Inc. ................................... 262,300
Gruntal & Co., L.L.C. ...................................... 262,300
Jackson Securities Incorporated............................. 262,300
Janco Partners, Inc. ....................................... 262,300
Jefferies & Company, Inc. .................................. 262,300
Josephthal & Co. Inc. ...................................... 262,300
</TABLE>
104
<PAGE> 108
<TABLE>
<CAPTION>
NUMBER OF
NAME SHARES
- ---- ------------
<S> <C>
Kaufman Bros., L.P. ........................................ 262,300
Loop Capital Markets........................................ 262,300
Mellon Financial Markets LLC................................ 262,300
Melvin Securities Corporation L.L.C. ....................... 262,300
Parker/Hunter Incorporated.................................. 262,300
Brad Peery Inc. ............................................ 262,300
Pennsylvania Merchant Group................................. 262,300
Pittsburg Institutional, Inc. .............................. 262,300
Redwood Securities Group, Inc. ............................. 262,300
SBK Brooks Investment Corp. ................................ 262,300
Sanders Morris Harris....................................... 262,300
Sands Brothers & Co., Ltd. ................................. 262,300
The Seidler Companies Incorporated.......................... 262,300
Sturdivant & Co., Inc. ..................................... 262,300
H.C. Wainwright & Co., Inc. ................................ 262,300
Wedbush Morgan Securities................................... 262,300
May Davis Group, Inc. ...................................... 175,002
------------
Total............................................. 306,000,000
============
</TABLE>
The representatives of the U.S. underwriters are Goldman, Sachs & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Salomon Smith Barney Inc.
The underwriting agreement provides that the obligations of the several U.S.
underwriters to pay for and accept delivery of the shares of AT&T Wireless Group
tracking stock offered in this prospectus are subject to the approval of
specified legal matters by their counsel and to other conditions. The U.S.
underwriters are obligated to take and pay for all of the shares of AT&T
Wireless Group tracking stock offered hereby, except those shares covered by the
over-allotment option described below, if any shares are taken.
Thomas Weisel Partners LLC, one of the U.S. underwriters, was organized and
registered as a broker-dealer in December 1998. Since December 1998, Thomas
Weisel Partners LLC has acted as a lead or co-manager on numerous public
offerings of equity securities.
The U.S. underwriters initially propose to offer a portion of the shares of
AT&T Wireless Group tracking stock directly to the public at the public offering
price set forth on the cover page of this prospectus and a portion to some
dealers at a price that represents a concession not in excess of $.50 per share
under the public offering price. Any U.S. underwriter may allow, and these
dealers may reallow, a concession not in excess of $.10 per share to other
brokers or to other dealers. After the initial offering of the shares of the
AT&T Wireless Group tracking stock, the offering price and other selling terms
may be varied by the representatives.
We and the International underwriters have entered into an international
underwriting agreement providing for the concurrent offer and sale of AT&T
Wireless Group tracking stock in an international offering outside the United
States. The initial public offering price and aggregate underwriting discounts
and commissions per share for the two offerings are identical. The closing of
the U.S. offering is a condition to the closing of the international offering
(and vice versa). The representatives of the International underwriters are
Goldman Sachs International, Merrill Lynch International and Salomon Brothers
International Limited. We refer to the U.S. underwriters and the International
underwriters as the underwriters.
The underwriters have entered into an agreement in which they agree to
restrictions on where and to whom they and any dealer purchasing from them may
offer shares as part of the distribution
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