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Microcap & Penny Stocks : TRDY Trudy Corp. -- Ignore unavailable to you. Want to Upgrade?

To: makin_dough99 who wrote (8)	11/22/1999 8:09:00 PM
From: Jim Bishop	Respond to of 18

Why would they roll it back? When the merger is done TRDY shares become "new Futech" shares the way I read it. But having said that, I do have the feeling that rollback may be the way to think of it. 378MM TRDY out. The purchase price is: $3.0 million in "new Futech" shares (400,000 shares if I am reading the S4A correctly meaning these new shares are initially valued at $7.50 each) $456,000 in cash $800,000 + accrued interest in loans paid back So would not the total purchase price be around $4.3 million for TRDY? So with 378MM o/s the cash deal seems to me to be about .0113/share. " Each share of outstanding stock of any of the merging companies immediately prior to the mergers, other than dissenting shares, will be converted into the right to receive a combination of cash, shares of New Futech stock and promissory notes of New Futech or New Sub" The stupid Free Edgar link doesn't want to work here so I'll just type out the TRDY part of the chart from the S-4/A. Go to Free Edgar and type in Futech for the company name and you can get all the filings. TRDY aggregate consideration is $456,330 cash, 0 NOTES, 400,000 COMMON SHARES, which is 7.1% of the total "new Futech" shares. Per share consideration is .0012 CASH, 0 notes, and .0011 common shares. It all adds up for the five companies to $768,000 cash, $7.1MM in NOTES, and 5,598,000 common shares, of whatever. Bottom line, I'd don't know, this document is like 87 pages long plus attachments. So for the moment, I'm going with, TRDY is worth whatever the heck the current bid is.

To: makin_dough99 who wrote (8)	11/22/1999 8:15:00 PM
From: Jim Bishop	Respond to of 18

More bits and pieces from S4/A COMPARATIVE MARKET PRICE AND DIVIDEND INFORMATION There is no public trading market for the securities of New Futech, New Sub, Futech, Fundex or DaMert. For purposes of the merger negotiations, the parties valued New Futech stock at about $7.50 per share, although no appraisal or other independent valuation was obtained. Janex common stock is traded on the OTC Bulletin Board under the symbol "JANX." Janex Preferred Stock is not traded. Trudy common stock is traded sporadically on the OTC Bulletin Board under the symbol "TRDY." The following table sets forth the high and low bid prices per share for the Janex common stock for each fiscal quarter from January 1, 1997, through June 30, 1999, as reported by the National Association of Securities Dealers and the OTC Bulletin Board and as adjusted to reflect the conversion of shares of Janex stock not held by Futech into shares of common stock of New Futech in the mergers. The historical quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and do not necessarily represent actual transactions. On June 4, 1999, the business day before the Merger Agreement was signed, the closing price of the Janex common stock was $0.23 per share. New Futech and the merging companies have depended on a few key customers for a large percentage of their sales. Futech received 51.5% of its 1998 net revenues from Sam's Club and Costco Wholesale; Janex received 53% of its 1998 net revenues from Toys 'R Us and Target; Trudy received 28.8% of its fiscal 1999 revenues from Advanced Marketing 6 <PAGE> 12 Services, Inc.; and Fundex received 18% of its 1998 revenue from Wal-Mart. Although the revenue percentage for any one customer of New Futech is likely to be somewhat smaller, the loss of any of these key customers could greatly increase its losses and might jeopardize its ability to continue in business. Unless either (a) Futech or another party offers to buy, for at least $7.50 per share, the Futech stock acquired in the mergers by those Fundex stockholders who do not elect the All Cash Alternative or (b) by the third anniversary of the mergers the New Futech stock develops an active trading market at an average price of $7.50 per share, those former Fundex stockholders will have the right to exchange their New Futech stock for the license rights to the "Phase 10" family of games. The Phase 10 games represented approximately $3,078,155 in 1998 revenues, which is 36% of Fundex's 1998 sales, and is the second largest selling card game in the United States. Similarly, the former Trudy stockholders will receive additional stock if and to the extent New Futech's initial public trading price is less than $7.50 per share, and they will have the right to exchange their New Futech stock for promissory notes if the New Futech stock is not publicly traded within five years after the mergers. Thus, if New Futech's business or stock price performs worse than the parties hope and expect, or if New Futech is unable to create a public market for its stock, New Futech could lose a valuable portion of its toys and games operations, or it could be required to issue additional stock or promissory notes. Issuing additional stock or notes would reduce the earnings per share for other shareholders and may reduce the price of the securities on any trading market. No one can accurately predict these matters.