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To: EACarl who wrote (3112)	10/17/2000 12:30:32 AM
From: Q.	Respond to of 3661

Upon checking the mail today, I thought that a couple of new phone books had come. Turns out they were the prospectus. One copy for me, one for a minor custodial account. Just holding this massive tome in my hand is enough to make me think: if Sally Investor were unfamiliar with MTSN, and she was thinking about investing in either MTSN or another company in the sector, which would she do? The answer is that she would invest in the other company and go to bed at the usual time. Otherwise she'd have to do like Eric and me, and stay up late trying to sort through this. Here's my problem: after reading page 17, I don't know what the conditions are that would trigger various required penalty payments by MTSN. The details aren't spelled out on page 17, and I can't find them elsewhere either. As a result, I don't know whether the company is presently in grave risk of losing half its cash due to its low stock price, or whether there's nothing to worry about at all. I am tempted to just vote against the acquisitions, but I'm afraid that such a vote, if it were successful, might trigger some of the cash penalty payments. If the prospectus allowed me to do so, I would vote to rewind the whole situation so that we were back to the old MTSN by itself, plain and simple. It was a situation I understood.

To: EACarl who wrote (3112)	10/17/2000 12:42:23 AM
From: Q.	Read Replies (1) \| Respond to of 3661

re. "goodwill" which needs to be amortized, but we're looking at $20 million per a quarter for 5 years for a $400 million total. That is going to have a huge effect on EPS is it not?? Eric, I've looked for this in the prospectus, and I haven't found it. Which page is it? BTW, yes, it would kill earnings for sure. We'd be looking at big losses, quarter after quarter. MTSN earned $10 M in the most recent 6 months. That's nothing compared to $40 M of goodwill amortization over a similar period, if that's what it truly will be.

To: EACarl who wrote (3112)	10/17/2000 1:37:31 AM
From: ELH1006	Read Replies (2) \| Respond to of 3661

Eric, with regard to your goodwill question, at today's depressed price of $9.94, there would not be any goodwill, or very little; however if the price of MTSN rises upward it becomes an issue again. The proforma calculated goodwill based on an imputed MTSN price at closing of $35.48. At June/July 2000, the net current assets less all debt of CFMT was $7.60 per share and $9.00 for STEAG. This is b4 fixed and other long-term assets which would increase these amounts. Assuming that the combined average per share amounts of CFMT and STEAG is $10 (based on the 4 million and 11.85 million, respective shares received)I believe that MTSN would only recognize goodwill equal to the share price of MTSN at closing (as defined) less $10 times 15.85 million shares. Another way of looking at it is to reduce the proforma goodwill by the difference in $35.48 less the actual closing price, times 15.85 million shares. At today's closing price of $9.9375, goodwill would be reduced by some $405 million. As long as the sector remains out-of-favor and depressed, seems to me that there is a huge benefit to close at these lower prices. This of course assumes that the rest of the sector remains beaten-up and pricing among the group is all relative. What alternative does CFMT and STEAG have at this time? If stock is to be used versus cash, I can't believe anyone else could sweeten the deal much, under these conditions. As I was reading the merger proposal, I noted that CFMT was in serious discussions with an "ALTERNATIVE PARTNER" when it was also talking to MTSN. Anyone know who this would have been? Lastly, on a combined basis, the working capital less all debt works out to be approximately $8.30 per share. Eddie