3 Reorganization, Public Stock Offerings and Stock Split
Concurrent with the closing of the initial public offering of the Company's Common Stock on July 13, 1998, based on the initial public offering price of $7.25 per share, all of the member interests of Roundtable were exchanged for 73,324,830 shares of Class A Common Stock of the Company and 7,885,396 shares of nonvoting Class B Common Stock of the Company (the "Reorganization").

The initial public offering of 23,000,000 shares of Class A Stock included 20,376,492 newly-issued shares and 2,623,508 shares from a selling shareholder. Proceeds received by the Company from the initial public offering, net of the applicable underwriting discounts and commissions and offering expenses, were approximately $136.5 million.

On February 25, 1999 a Registration Statement on Form S-1 (No. 333-71559) was declared effective by the SEC, pursuant to which 18,000,000 shares of Class A Common Stock were offered and sold at a price to the public of $17.50 per share. Of those shares, 4,849,440 were sold by Knight/Trimark, generating net offering proceeds, after deducting underwriting discounts and commissions and offering expenses, of approximately $80.2 million. An additional 13,150,560 were sold by selling shareholders, generating gross offering proceeds to the selling shareholders of approximately $230.1 million. Certain selling shareholders granted the underwriters a 30-day option to purchase up to an additional 2,700,000 shares of Class A Common Stock to cover over-allotments. That option was exercised in full on March 18, 1999.

In April 1999, the Company's Board of Directors approved a two-for-one stock split of the Company's Class A and Class B Common Stock. Shareholders of record as of the close of business on April 30, 1999 received, in the form of a stock dividend, one additional share for each share held by them. On May 14, 1999, the transfer agent distributed the additional shares. All share and per share amounts presented in this document have been adjusted to reflect the stock split.

On October 8, 1998, the Company's Board of Directors approved a program to repurchase, over a period of up to eighteen months, up to 3 million shares of outstanding Class A Common Stock up to a total aggregate amount not to exceed $20.0 million. On July 21, 1999, the Board of Directors cancelled the repurchase program. The Company did not repurchase any shares under this program.