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Microcap & Penny Stocks : NCLS Nucleus Holding Corporation -- Ignore unavailable to you. Want to Upgrade?

To: ajd/mba who wrote (6)	12/9/1998 4:53:00 PM
From: JohnO	Read Replies (1) \| Respond to of 58

Let me start this off by saying as a shareholder it is your responsibility to read all filings and releases and contact the company regularly. Especially when your investing in BB stocks. I did have a phone conversation will JP and he told me the reverse was 1-7. If you read the PRES-14 it states that in 1997 AMGV had a 1-10 reverse. As this was never voted on to be changed prior to signing of merger any reverse split would be a 1-10. So when the lawyers got together to write this 80+ filing they saw this and so we had a 1-10 reverse. As far as the #of OS I have no idea. I was told X amount and release said x amount so why don't you call Nucleus and find out for everybody and post the information you get? The number is on another post. When I talked to Nucleus today Susan in JP's office stated the SEC is reviewing the merger and no proxies will be forth coming until review is finished. Reviews by SEC are a normal event with mergers usually they just delay the scheduled closing date. Personally I would like to see meeting pushed back till after the holidays. Your questions about the web site and Wal-Mart just give JP a call and get your answers first hand. I've already passed on what was told to me before.

To: ajd/mba who wrote (6)	1/13/1999 6:11:00 PM
From: campe	Read Replies (1) \| Respond to of 58

Well, had some free time to dig a little...first time I really had a chance to go over their 8K's and Proxy. Nucleus had... 1,000 shares authorized, all issued and outstanding. Each of these shares was converted at a ratio of 1:54,428.999 AMGV (was 41,415.405 in orig 8K). Each AMGV share issued and outstanding would maintain its value. AMGV had... 900M shares authorized, 11,681,268 issued and outstanding, with no treasury stock; 8,000,000 Preferred Shares, none of which are issued or outstanding, and 3,256,500 Warrants. So, the equity interest of AGV and Nucleus stockholders on a pro forma combined basis as of September 30, 1998 based on the Exchange Ratio. Shares % ------ ------ Current AGV Stockholders(1) 11,681,268 17.7% Nucleus Stockholder 54,428,999 82.3% Total Pro Forma Combined Company 66,110,267 100.0% Stockholders (1) Does not include outstanding warrants to purchase an aggregate of 3,670,501 shares of AGV Common Stock. If these shares were assumed to be outstanding, current AGV stockholders would own an aggregate of 15,351,769 shares of AGV Common Stock, or 22.0% of the Combined Company, and the Nucleus stockholder would continue to own 54,428,999 shares of AGV Common Stock, or 78.0% of the Combined Company. Therefore after the merger and 1:10 reverse split, O/S shares are approx 6.6M shares with a 1,168,127 free trading float and approx 5.5M Restricted shares that went to Nucleus shareholders. Also add in approx 300K Warrants. edgar-online.com We should be seeing a 10Q/K soon as their year ended 12/31/98 which is also the date for the merger to have been consummated.