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consideration offered or return the surrendered options promptly after we
terminate or withdraw the offer.
As long as we comply with any applicable laws, we may amend the offer
in any way, including decreasing or increasing the consideration offered in the
offer to option holders or by decreasing or increasing the number of eligible
options to be exchanged or surrendered in the offer.
We may amend the offer at any time by publicly announcing the
amendment. If we extend the length of time during which the offer is open, the
amendment must be issued no later than 9:00 a.m., Central Time, on the next
business day after the last previously scheduled or announced expiration date.
Any public announcement relating to the offer will be sent promptly to option
holders in a manner reasonably designed to inform option holders of the change,
for example, by company-wide announcement or by issuing a press release.
If we materially change the terms of the offer or the information about
the offer, or if we waive a material condition of the offer, we will extend the
offer to the extent required by Rule 13e-4(d)(2) and Rule 13e-4(e)(3)
promulgated under the Securities Exchange Act. Under these rules the minimum
period an offer must remain open following material changes in the terms of the
offer or information about the offer, other than a change in price or a change
in percentage of securities sought, will depend on the facts and circumstances.
If we decide to take any of the following actions, we will publish notice of the
action:
o we increase or decrease what we will give you in exchange for your
options; or
o we increase or decrease the number of options eligible to be
exchanged in the offer.
If the offer is scheduled to expire within ten business days from the
date we notify you of such an increase or decrease, we will also extend the
offer for a period of ten business days after the date the notice is published.
15. FEES AND EXPENSES.
We will not pay any fees or commissions to any broker, dealer or other
person for soliciting tenders of options pursuant to this offer to exchange.
16. ADDITIONAL INFORMATION.
This Offer to Exchange is a part of a Tender Offer Statement on
Schedule TO that we have filed with the SEC. This Offer to Exchange does not
contain all of the information contained in the Schedule TO and the exhibits to
the Schedule TO. We recommend that you review the Schedule TO, including its
exhibits, and the following materials that we have filed with the SEC before
making a decision on whether to exchange your options:
(a) our annual report on Form 10-K for our fiscal year ended March 31,
2000, filed with the SEC on June 29, 2000;