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To: ztect who wrote (135)	6/7/2000 8:54:00 PM
From: ztect	Read Replies (1) \| Respond to of 177

Q & A re: Tsig "acquisition" of General Search By: rich4go Wednesday, 7 Jun 2000 at 7:06 PM EDT Post # of 76649 I am a Generalsearch shareholder. The Offering Circular, dated 12/15/99, reveals that GS will have 10,665,000 shares outstanding AFTER the Offering. GS officers and insiders will own 9,665,000 shares. Assuming that TSIG issues 45 million shares in exchange for the 10,665,000 shares, then each GS shareholder will receive about 4.2 shares of TSIG stock for each GS share. At an estimated post reverse split price of $ 2.50 per share, the exchange price will be in excess of $10.00 of TSIG shares for each GS share. However, I heard that GS will split its stock 8 for 1 BEFORE the exchange. There are 150 million of GS shares authorized. So this is possible without GS needing authorization to increase its shares. GS will notify its shareholders in June of the terms of the merger. GS shareholders will have more shares outstanding than TSIG will have if the 8 for 1 split occurs. ======================================= rich4go.......... So GS does a 8 for 1 forward split, thus creating approx. 85,320,000 shares well under the authorized of 150 mil. (77,320,000 shares held by insiders or same percent of 90.6% inside ownership) Thus conversion will be approx. 2 GS shares for 1 tsig share. I like the amount held by insiders, and thus this really does appear to be a reverse merger since GS officers will have the greater majority of beneficial or voting shares. Hopefully further released terms per an 8-K will note whether these shares are restricted. That to me is a big question and concern. If these share are restricted for say a year, the "dilution" barely effects the float. If the shares aren't restricted it gives GS liquidity ie. access to sell freely into the markets. Everyone should press for an answer to this question about whether shares held by officers of GS will be restricted or not. regarding my earlier questions, are you under any kind of non-disclosure agreement that precludes you from discussing what was in any prospectus you received? If you aren't, I ask you again please answer some of my questions if you can. Sincerely, z ============================================ By: rich4go I am absolutely sure I was told an eight for one regular split, not a reverse one for eight split. The split is only a rumor. I did not receive a Prospectus. I received the Offering Circular dated 12/15/99. See my just made post to SRX7 as it will answer some of your questions. The eight for one is a rumor. Any other statements are facts per the Offering. It is my understanding that I can sell my TSIG shares as soon as they exchanged from GS shares. It is my understanding that insiders MUST wait six months before they can sell their shares. This six month period is an SEC "cooling off" period to prevent insiders from immediately selling to benefit from inside information. I will keep you informed. I expect a letter from GS in June re the merger. =============================================== By: ztect002 rich4go...first, thanks. Glad to hear there is "at least" a six month restriction meaning approx. 40.5 mil shares will not be in the float after the acquisition for 1/2 a year. Rather see a yr though. Thus the "effective" dilution is only 5 mill shares on top of the 28 mill post split (assuming all those prior shares aren't closely held) "at least" for six months. Sincerely, z