Odd-Lot Tender Offers by Issuers

The Securities and Exchange Commission (``Commission'') is adopting an amendment to Rule 13e-4 under the Securities Exchange Act of 1934 (``Exchange Act''). The amendment removes the rule's requirement that an issuer cash tender offer made to odd-lot holders specify a record date of ownership for eligibility to tender into the offer. The amendment enables issuers to conduct continuous, periodic, or extended odd-lot offers for their equity securities. The Commission also is granting a class exemption from Rule 10b-13, and a temporary class exemption from Rule 10b-6, under the Exchange Act to permit issuers to conduct odd-lot offers, to ``round-up'' odd-lots on behalf of odd-lot holders, and to make purchases of their securities otherwise than pursuant to the odd-lot offer.