this is from an internal document that I found in the office.
this is a breakdown of how the merger between Options talent, what we used to be called, and transcontinental records, took place.
read it all!!!!
the shadow knows..
On June 21, 2002 the Company internally formulated its first proposal to Louis Pearlman of Trans Continental Records, Inc. to suggest a business relationship in regard to the proposed expansion of the Company's business into the recruitment and development of musical talent.
On June 24, 2002, the Company forwarded its proposal to Mr. Pearlman through a mutual acquaintance.
On June 25, 2002, the Company was advised that Mr. Pearlman had reacted positively following review of the Company's proposal by Mr. Pearlman's staff. Mr. Pearlman also indicated that he wanted the President of Trans Continental Records, to be involved in the project. At that time the President of the Company, had personally known for a number of years, having worked together with him on a number of business transactions prior to his employment with the Company.
On June 28, 2002, Mr. Pearlman attended a presentation at the offices of the Company in Orlando relating to the music related activities planned by the Company. At the end of the meeting Mr. Pearlman suggested that he should meet at the earliest opportunity with others to discuss a potential transaction in more detail.
On July 12, 2002, Messrs. had an exploratory meeting, but the outcome was inconclusive.
On July 16, 2002 Messrs. had a telephone conversation during which it was indicated that Trans Continental Records might consider acquiring an interest in the Company as a possible alternative to pursuing a public offering by Trans Continental Records. Messrs. agreed to arrange additional meetings to further discuss that concept.
Messrs. held exploratory meetings on July 18, 2002 and July 22, 2002.
On July 25, 2002 several met for a general discussion of possible structures for a transaction. Later that day Mr. Pearlman joined Messrs. to explore in more detail the potential for a transaction.
On August 1, 2002 Someone sent an email message to Trans Continental Records inquiring whether there was still interest on their part in pursuing a transaction, and others provided Trans Continental with certain confidential information in relation to the Company's business.
On August 9, 2002, a representative of Trans Continental, entered into a nondisclosure agreement pursuant to which it agreed to maintain the confidentiality of certain business and financial data disclosed by the Company in relation to the proposed transaction.
At the request of TC Records, on August 9, 2002 Options Talent provided additional confidential due diligence information to the financial advisor for Trans Continental.
On August 12, 2002, Messrs. discussed in detail the terms of a potential merger with synergistic opportunities for both parties.
On August 13 and 14, 2002, Options Talent discussed the terms of the potential transaction with the holders of the Company's Preferred Stock and received their verbal consent to proceed to contract discussions and negotiations.
On or around August 19, 2002, the Company instructed its attorneys to begin the preparation of transaction documentation.