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FOR IMMEDIATE RELEASE
FEBRUARY 12, 1999

Contact: Bill Teets at (614) 644-7187
or Dennis Ginty at (614) 644-9564  


Commerce Urges Careful Review of Stock Purchase Offers

"Mini-tender" Offers Often for Less than Market Value

(Columbus)--The Ohio Department of Commerce is warning investors to carefully review any offers to buy their stock, particularly those considered "mini-tender" offers. The warning comes in response to recent "mini-tender" offers to purchase shares of stock at a price below the prevailing market value.

"Investors must make informed decisions regarding the sale of their stock," said Ohio Securities Commissioner Tom Geyer. "At minimum, compare the offer price with the market value and contact the company and your broker or financial adviser."

"Mini-tender" refers to offers seeking less than 5% of a company's outstanding stock. Tender offers for more than 5% of a company's stock typically require detailed disclosure, while those seeking less than 5% do not.

"Since these offers do not require disclosures, shareholders are often given little information and little time to make a decision," said Geyer. "The lack of information and pressure to sell quickly may confuse investors and intimidate them into selling shares for less than their open market value."

Geyer pointed to shareholders of Cincinnati-based mutual fund Pacholder Fund Inc. and Pickerington-based manufacturer R.G. Barry Corp. who, in recent weeks, have been confronted with mini-tenders by Phoenix-based IG Holdings, Inc. Both offers were for 2% of the companies' outstanding shares, provided little information to shareholders, and were at prices below the prevailing market price.

Geyer advises shareholders confronted with such offers to gather all relevant information before making a decision on whether to sell. "The best way to make a good economic decision is to be an informed investor," said Geyer. He notes that while there are no mandatory disclosures, anti-fraud securities laws do apply. Any information that is provided must not contain false representations or omit material information about the offer.

Shareholders with questions or concerns about mini-tenders can contact Commerce's Division of Securities at 614/644-7381 or the division's Investor Protection Hotline at 800/788-1194.

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