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Microcap & Penny Stocks : TSIG.com TIGI (formerly TSIG) -- Ignore unavailable to you. Want to Upgrade?

To: Redman who wrote (982)	6/4/1998 9:29:00 AM
From: Elliot	Read Replies (1) \| Respond to of 44908

From Briefing.Com 09:19 ET CDnow Inc (CDNW) 17 3/4: Issue bid 1 pt higher on news online music retailer has terminated its proposed secondary public offering filed on May 11 of 2.5 mln shares, citing poor market conditions. CDNW shares have fallen 33% since offering was announced and currently trade 54% below their 52-week high.

To: Redman who wrote (982)	6/4/1998 10:31:00 PM
From: JEFF BERRY	Read Replies (3) \| Respond to of 44908

Greenman, You are correct. The press release issued April 30th would lead one to believe the the deal was fully complete and beyond recission. The 8-K filed with the SEC on May 15 however provides a truer picture......Misleading press releases such as the one of April 30 is one of the reasons for my skepticism. The 8-K has all the details of the transaction. You can find it at Edgar Online. The filing clearly states that audited financials for fiscal years 96 and 97 must be completed by CCI and approved by TSIG before the purchase price for CCI is paid. TSIG has the right to unwind the entire transaction if in their sole discretion the audited atatements vary materially from the unaudited ones the were relied upon as the basis for TSIG'S decision to buy CCI as well as the negotiated purchase price. Once the statements are complete TSIG will file an amended 8-K which should include a copy of the audited CCI financials. It will be at that time that we will know for sure that either: a) The deal is done with no modifications and TSIG has waived it's right of recission. b) The deal is done with modifications to either the purchase price or purchase terms based on material modifications of the audited statements. c) TSIG walks away from the entire transaction. As stated in my earlier post I do not feel that it is likely that we will see a "c" event occur. However it can not be completely ruled out. It happens quite frequently in these kinds of transactions......In any event it will be interesting to see how the audited financials stack up to the unaudited earnings report of 800k for CCI'S fiscal 97 Respectfully, JAB