Global Decisions Group LLC · S-4/A · On 11/20/97

Filed On 11/20/97   ·   SEC File 333-34477   ·   Accession Number 950135-97-4732

Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   ·   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Global Decisions Group                               409  1,630K 
 2: EX-10.41    McM Group, Inc, Llc. Unit Option Plan                 19     64K 
 3: EX-23.4     Consent of Kpmg Peat Marwick Llp                       1      6K 

S-4/A   ·   Global Decisions Group
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 20, 1997 

                                                      REGISTRATION NO. 333-34477

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

--------------------- 

AMENDMENT NO. 1 

TO

FORM S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 

--------------------- 

GLOBAL DECISIONS GROUP LLC
(Exact name of registrant as specified in its charter)

                                                        · Enlarge/Download Table
                                                                                     
           DELAWARE                          6282                    13-3963605      
(State or other jurisdiction of  (Primary Standard Industrial     (I.R.S. Employer   
incorporation or organization)     Classification Code No.)    Identification Number)

C/O MCCARTHY, CRISANTI & MAFFEI, INC. 
ONE CHASE MANHATTAN PLAZA, NEW YORK, NEW YORK 10005  (212) 509-5800 
(Address, including zip code, and telephone number, including area code, of 
registrant's principal executive offices) 

GORDON MCMAHON, VICE PRESIDENT AND SECRETARY
GLOBAL DECISIONS GROUP LLC
C/O MCCARTHY, CRISANTI & MAFFEI, INC., ONE CHASE MANHATTAN PLAZA, NEW YORK, NEW 
YORK 10005  (212) 509-5800
(Name, address, including zip code, and telephone number, including area code,
of agent for service) 

COPIES TO:

                                                                · Download Table
                                                                                
  PAUL P. BROUNTAS, ESQ.                                                        
 PHILIP P. ROSSETTI, ESQ.                                 STEVEN R. GROSS, ESQ. 
     HALE AND DORR LLP                                    DEBEVOISE & PLIMPTON  
      60 STATE STREET                                       875 THIRD AVENUE    
BOSTON, MASSACHUSETTS 02109                             NEW YORK, NEW YORK 10022
      (617) 526-6000                                         (212) 909-6000     

   Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective and certain     
other conditions under the Plan of Merger and Exchange Agreement are met or     
waived.                                                                         

If the securities being registered on this Form are being offered in    
connection with the formation of a holding company and there is compliance with 
General Instruction G, check the following box. [ ]                             

CALCULATION OF REGISTRATION FEE 
================================================================================

                                                        · Enlarge/Download Table

                                                                  PROPOSED MAXIMUM                                                
                                                                   OFFERING PRICE         PROPOSED MAXIMUM                        
   TITLE OF EACH CLASS OF SECURITIES           AMOUNT TO BE              PER                 AGGREGATE              AMOUNT OF     
            TO BE REGISTERED                    REGISTERED            SECURITY             OFFERING PRICE        REGISTRATION FEE 
                                                                                                                                  
--------------------------------------------------------------------------------------------------------------------------------- 
Units of capital representing limited                                                                                             
  liability company interests...........  3,338,710 Units (1)         (2)                  $28,937,000(3)           $ 8,769.00(3)*
--------------------------------------------------------------------------------------------------------------------------------- 
Options to purchase Units...............  44,576 options(4)           (2)                     (5)                     --          
--------------------------------------------------------------------------------------------------------------------------------- 
Units underlying options to purchase                                                                                              
  Units.................................  44,576 Units(6)              $ 23.55             $ 1,049,765(7)           $   319.00(7)*
================================================================================================================================= 

* Registration fee previously paid.                                         

(1) Represents the number of units of capital representing limited liability    
 company interests in the Registrant ("Units") issuable in connection with
the merger (the "Merger") of MCM Group, Inc. ("MGI") and GDG Merger     
  Corporation, described herein, and assuming that the number of Units to be
issued is not adjusted as described herein.                             

(2) The securities offered hereby are not being offered on a price per Unit     
    basis and, therefore, there is no proposed maximum offering price per share.

(3) Calculated pursuant to Rule 457(f)(2) under the Securities Act of 1933 based
on the aggregate book value, as of June 30, 1997, the most recent       
practicable date, of the shares of MGI to be cancelled in the Merger.   

(4) Represents the options to purchase Units to be issued to Brera Capital      
    Partners, LLC or its designees, and Edward G. Jordan, in connection with the
 Merger and the Exchange described herein, and assuming that the number of
such options to be issued is not adjusted as described herein.          

(5) No separate consideration is to be received by the Registrant for such      
options.                                                                

(6) Represents the number of Units issuable to Brera Capital Partners, LLC or   
its designees, and Edward G. Jordan upon the exercise of the options    
 described above, and assuming that the number of Units is not adjusted as
described herein.                                                       

(7) Calculated pursuant to Rule 457(f)(3) under the Securities Act of 1933 based
on the cash to be received by the Registrant upon the exercise of such  
options.                                                                

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION       
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF  
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME     
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), 
MAY DETERMINE.                                                                  
================================================================================

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 MCM Group, Inc.
 One Chase Manhattan Plaza, 37th Floor
New York, New York 10005

____________, 1997

Dear Stockholder:                                                               

   As you have previously been notified, MCM Group, Inc. ("MGI") has
entered into an agreement that would result in MGI becoming wholly owned by     
Global Decisions Group LLC (the "Parent") through the merger of a subsidiary of 
the Parent into MGI. As part of the same agreement, the stockholders of         
Cambridge Energy Research Associates, Inc. ("CERA") have agreed to exchange     
their shares of CERA stock for units of capital of the Parent ("Units")         
representing limited liability company interests in the Parent. As a result,    
CERA would also become wholly owned by the Parent. In addition, The Goldman     
Sachs Group, L.P. has agreed to exchange its partnership interest in Cambridge  
Energy Research Associates Limited Partnership for Units. The Clayton & Dubilier
Private Equity Fund IV Limited Partnership, which holds over 80% of the         
outstanding shares of MGI, has approved the Merger, thereby providing the       
requisite stockholder approval therefor. As a result, we are not soliciting     
proxies, and you are requested not to send us a proxy. The accompanying         
Information Statement/Prospectus describes the merger and the exchanges and the 
Units being distributed in connection therewith. The Information                
Statement/Prospectus also sets forth information about MGI and CERA, and their  
respective subsidiaries, organizations, businesses and properties, and contains 
financial statements and other financial information. Due to the importance of  
the information contained in this document, you are urged to retain it for      
future reference.                                                               

      In the merger, each share of MGI common stock will be converted into
the right to receive 9.55555 Units (subject to adjustment as described in the   
Information Statement/Prospectus). We estimate that the 3,338,710 Units, subject
to adjustment as described in the Information Statement/Prospectus, to be issued
to MGI stockholders in the merger will represent approximately 69% of the       
outstanding Units immediately after the merger and exchanges.                   

    For further information regarding the merger and exchanges and the
potential benefits and risks of the transaction, I urge that you read carefully 
the accompanying Information Statement/Prospectus and, specifically, the        
sections entitled "Risk Factors" and "The Merger and the Exchange--Reasons for  
the Merger and the Exchange; Factors Considered by the Board of Directors of    
MGI." In addition, a copy of the Plan of Merger and Exchange Agreement and the  
form of the Amended and Restated Limited Liability Company Agreement of the     
Parent is attached as Annex A and Annex B, respectively, to the Information     
Statement/Prospectus.                                                           

      Each stockholder has the right to dissent from the merger and demand
payment of the fair value of his shares. The right of any stockholder to receive
such payment is contingent upon strict compliance with the requirements of      
Section 262 of the Delaware General Corporation Law. This Information           
Statement/Prospectus is also being accompanied by a notice from MGI concerning  
the right of each of its stockholders to dissent from the merger and demand the 
appraisal of such stockholder's shares. The full text of Section 262 of the     
Delaware General Corporation Law is set forth in Annex C to the Information     
Statement/Prospectus. For a summary of the requirements of Section 262 of the   
Delaware General Corporation Law, see "The Merger and the Exchange--Appraisal   
Rights" in the accompanying Information Statement/Prospectus.                   

         WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.                                                                        

                            Sincerely,

                                  ALBERTO CRIBIORE
                          Chairman

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     PROSPECTUS                            INFORMATION STATEMENT
     ----------                            ---------------------

GLOBAL DECISIONS GROUP LLC                     MCM GROUP, INC.    

         This Information Statement/Prospectus is being furnished, among certain
other persons and entities, to holders of Class A Common Stock, par value $.01  
per share (the "Class A Common Stock"), Class B Common Stock, par value $.01 per
share (the "Class B Common Stock"), and Class C Common Stock, par value $.01 per
share (the "Class C Common Stock", and together with the Class A Common Stock   
and Class B Common Stock, the "MGI Common Stock"), of MCM Group, Inc., a        
Delaware corporation ("MGI"), and relates to the merger (the "Merger") of GDG   
Merger Corporation, a Delaware corporation ("Sub"), with and into MGI, pursuant 
to the Plan of Merger and Exchange Agreement dated as of August 1, 1997 (the    
"Merger Agreement") by and among MGI, Global Decisions Group LLC, a Delaware    
limited liability company (the "Parent"), Sub, a wholly owned subsidiary of the 
Parent, the stockholders (the "CERA Stockholders") of Cambridge Energy Research 
Associates, Inc., a Massachusetts corporation ("CERA"), and The Goldman Sachs   
Group, L.P., a Delaware limited partnership ("Goldman"). The Clayton & Dubilier 
Private Equity Fund IV Limited Partnership ("C&D Fund IV"), which holds         
approximately 83% of the outstanding MGI Common Stock, has approved the Merger, 
thereby providing the requisite stockholder approval therefor.                  

         On the day immediately preceding the Closing Date, McCarthy, Crisanti &
Maffei, Inc., a New York corporation and a wholly owned subsidiary of MGI       
("MCM"), intends to lend up to $25,000,000 to CERA (the "CERA Distribution      
Loan"), and CERA will apply a portion of such funds, together with CERA's       
available cash, to the extent necessary, to make a distribution to the CERA     
Stockholders in an aggregate amount equal to $21,510,000 and will apply the     
remainder of such funds and available cash to purchase a portion of the limited 
partnership interest in Cambridge Energy Research Associates Limited Partnership
("CERA LP") held by Goldman for a purchase price of $2,390,000 (collectively,   
the "CERA Cash Distribution").                                                  

       Pursuant to the Merger Agreement, among other things, (a) Sub will be
merged with and into MGI, which will be the surviving corporation, MGI will     
become a wholly owned subsidiary of the Parent, and each outstanding share of   
MGI Common Stock (excluding treasury shares and shares held by stockholders who 
perfect their dissenters' rights) shall be converted into the right to receive  
9.55555 units of capital of the Parent ("Units") representing limited liability 
company interests in the Parent, (b) the CERA Stockholders will exchange each   
outstanding share of Common Stock, par value $.01 per share, and Non-Voting     
Common Stock, par value $.01 per share, of CERA (collectively, the "CERA Common 
Stock") owned by them for 5.17956 Units, the right to receive from 0.49875 to   
2.94851 additional Units upon the attainment of certain revenue growth rates by 
CERA and a contingent option to purchase 0.37028 additional Units, at a per Unit
exercise price equal to $34.53, upon the attainment of certain revenue growth   
rates by CERA (the "CERA Exchange") and (c) Goldman will exchange the portion of
the limited partnership interest in CERA LP owned by it after the CERA Cash     
Distribution for 150,000 Units, the right to receive from 14,444 to 85,389      
additional Units upon the attainment of certain revenue growth rates by CERA and
a contingent option to purchase 9,874 additional Units, at a per Unit exercise  
price equal to $34.53, upon the attainment of certain revenue growth rates by   
CERA (the "Goldman Exchange"). Such numbers of Units are subject to adjustment  
as provided in the Merger Agreement and described herein. The CERA Exchange and 
the Goldman Exchange are referred to collectively as the "Exchange." See        
"Summary -- The Merger and the Exchange," "The Limited Liability Company        
Agreement," Annex A and Annex B.                                                

      Each stockholder of MGI has the right to dissent from the Merger and
demand payment of the fair value of his shares. The right of any stockholder to 
receive such payment is contingent upon strict compliance with the requirements 
of Section 262 of the Delaware General Corporation Law. The full text of Section
262 of the Delaware General Corporation Law is set forth in Annex C to this     
Information Statement/Prospectus. See also "The Merger and the Exchange --      
Appraisal Rights" for a summary of the requirements of such Section 262.        

       Immediately after the consummation of the Merger and the Exchange, it
is currently anticipated that a total of 4,731,835 Units will be outstanding.   

      Promptly after the date the Merger and the Exchange are consummated,
the Parent will sell to CERA, for a purchase price per Unit equal to the value  
of a Unit on the Closing Date (as defined herein) as determined pursuant to the 
Merger Agreement, and CERA will grant to certain employees of or consultants to 
CERA (the "CERA Employees"), pursuant to the Cambridge Energy Research          
Associates, Inc. LLC Unit Grant Plan (the "CERA Unit Grant Plan"), (i) an       
aggregate of 106,875 Units and (ii) a right to receive an aggregate of from     
10,291 to 60,840 additional Units (the "CERA Employee Contingent Units") upon   
the attainment of certain revenue growth rates by CERA. After the grant of such 
106,875 Units to the CERA Employees, it is currently anticipated that a total of
4,838,710 Units will be outstanding.                                            

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       After consummation of the Merger and the Exchange and the issuance of
Units to the CERA Employees, and assuming the exercise of all Contingent Options
and the grant of all contingent Units to the CERA Stockholders, all contingent  
Units to Goldman and all CERA Employee Contingent Units, it is currently        
anticipated that a total of 5,791,344 Units would be outstanding.               

      Promptly after the date the Merger and the Exchange are consummated,
CERA will also grant options to purchase an aggregate of 231,500 Units, at an   
exercise price of $18.31 per Unit, to certain employees of and consultants to   
CERA pursuant to the Cambridge Energy Research Associates, Inc. LLC Unit Option 
Plan (the "CERA Option Plan"). In addition, each outstanding option to purchase 
MGI Common Stock granted under the MCM Group, Inc. Special Stock Option Plan    
(collectively, the "MGI Special Options") and each outstanding option to        
purchase MGI Common Stock granted under the MCM Group, Inc. Stock Option Plan   
(collectively, the "MGI Employee Options" and together with the MGI Special     
Options, the "Existing MGI Options") shall automatically be converted into an   
equivalent option to purchase 9.55555 Units from MGI at an exercise price of    
either $10.47 per Unit or $15.03 per Unit. As a result, Existing MGI Options to 
purchase an aggregate of 867,912 Units will be outstanding after such           
conversion.                                                                     

       In addition, on the date the Merger and the Exchange are consummated,
MGI will grant options (the "Brera Options") to purchase an aggregate of 33,444 
Units to Brera Capital Partners, LLC ("Brera") or its designees, at an exercise 
price of $23.55 per Unit, and CERA will grant options (the "Jordan Options") to 
purchase an aggregate of 11,132 Units to Mr. Edward G. Jordan ("Jordan"), at an 
exercise price of $23.55 per Unit.                                              

        The number of Units to be issued in connection with the Merger and the
Exchange and the other transactions contemplated by the Merger Agreement may be 
adjusted so that the per Unit value as of the date the Merger and the Exchange  
are consummated will be equal to ten dollars.                                   

        This Information Statement/Prospectus also constitutes a Prospectus of
the Parent relating to (i) the issuance of 3,338,710 Units to MGI stockholders  
in the Merger, (ii) the issuance of options to purchase 33,444 Units to Brera,  
(iii) the issuance of 33,444 Units upon the exercise of the Brera Options, (iv) 
the issuance of options to purchase 11,132 Units to Jordan and (v) the issuance 
of 11,132 Units upon the exercise of the Jordan Options.                        

 THE UNITS OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" ON PAGE 21 OF THIS INFORMATION STATEMENT/PROSPECTUS. 

 -----------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
 AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR
 HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED
 UPON THE ACCURACY OR ADEQUACY OF THIS INFORMATION
 STATEMENT/PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

 -----------------

        The date of this Information Statement/Prospectus is       , 1997, and
it is being mailed or otherwise delivered to MGI stockholders, Brera and Jordan 
on or about such date.                                                          

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 AVAILABLE INFORMATION

   This Information Statement/Prospectus does not contain all of the
information set forth in the Registration Statement on Form S-4, of which this  
Information Statement/Prospectus is a part, and the exhibits thereto (together  
with any amendments thereto, the "Registration Statement"), which has been filed
with the Securities and Exchange Commission (the "Commission"), certain portions
of which have been omitted pursuant to the rules and regulations of the         
Commission and to which portions reference is hereby made for further           
information. Statements contained in this Information Statement/Prospectus      
concerning the provisions of certain documents filed as exhibits to the         
Registration Statement are necessarily brief descriptions thereof, and are not  
necessarily complete and each such statement is qualified in its entirety by    
reference to the full text of such document.                                    

      The Parent is not currently subject to the reporting requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). After the 
Merger and the Exchange, the Parent, in accordance with Section 15(d) of the    
Exchange Act, will file such supplementary and periodic information, documents, 
and reports as may be required pursuant to Section 13 of the Exchange Act.      

    Copies of the Registration Statement and the exhibits thereto, and
such supplementary and periodic information, documents and reports filed with   
the Commission, may be inspected, without charge, at the principal office of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,   
D.C. 20549, and should be available at the Commission's Regional Offices at     
Seven World Trade Center, 13th Floor, New York, New York 10048, and Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.    
Copies of such material may also be obtained from the Public Reference Section  
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at         
prescribed rates. In addition, the Parent is required to file electronic        
versions of these documents with the Commission through the Commission's        
Electronic Data Gathering, Analysis and Retrieval (EDGAR) system. The Commission
maintains a World Wide Web site at http://www.sec.gov that contains reports,    
proxy and information statements and other information regarding registrants    
that file electronically with the Commission.                                   

      NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS INFORMATION                   
STATEMENT/PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION  
SHOULD NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE PARENT, MGI, CERA OR 
ANY OTHER PERSON. THIS INFORMATION STATEMENT/PROSPECTUS DOES NOT CONSTITUTE AN  
OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES, OR THE     
SOLICITATION OF A PROXY, IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM IT IS
NOT LAWFUL TO MAKE ANY SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.         

       NEITHER THE DELIVERY OF THIS INFORMATION STATEMENT/PROSPECTUS NOR ANY
DISTRIBUTION OF SECURITIES MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE  
AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE PARENT, MGI  
OR CERA SINCE THE DATE HEREOF OR THAT THE INFORMATION HEREIN IS CORRECT AS OF   
ANY TIME SUBSEQUENT TO THE DATE HEREOF.                                         

TRADEMARKS

       This Information Statement/Prospectus contains trademarks of CERA and
MGI and may contain trademarks of others.                                       

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 TABLE OF CONTENTS

                                                        · Enlarge/Download Table
                                                                                        
AVAILABLE INFORMATION...............................................................  3 

TRADEMARKS..........................................................................  3 

SUMMARY  ...........................................................................  7 
    The Companies...................................................................  9 
    Recommendation of the MGI Board of Directors....................................  9 
    The Merger and the Exchange.....................................................  9 
    Interests of Certain Persons in the Merger and the Exchange;                        
    Conflicts of Interest........................................................... 17 
    Absence of Public Market for Units; Restrictions on Transfer.................... 19 
    Number of Stockholders and Holders of Interests of CERA LP...................... 19 
    Distributions and Dividends..................................................... 20 

RISK FACTORS........................................................................ 21 
    Risks Relating to the Ownership of Units........................................ 21 
    Risks Relating to CERA.......................................................... 26 
    Risks Relating to MGI........................................................... 29 

THE MERGER AND THE EXCHANGE......................................................... 33 
    General  ....................................................................... 33 
    Background of the Merger and the Exchange....................................... 34 
    Reasons for the Merger and the Exchange Factors Considered by the Board of          
    Valuation of CERA............................................................... 38 
    Structure and Terms of the Merger and the Exchange.............................. 39 

    Accounting Treatment............................................................ 42 

    Effective Time.................................................................. 42 
    Procedure for Exchange of Certificates.......................................... 42 
    Federal Income Tax Considerations............................................... 43 
    Management and Operations After the Merger and the Exchange..................... 49 
    Interests of Certain Persons in the Merger and the Exchange;                        
    Conflicts of Interest........................................................... 50 
    Conditions to Obligations of the Parties........................................ 51 
    Amendment, Waiver and Termination............................................... 54 
    Covenants Pending the Merger and the Exchange................................... 55 
    Additional Agreements........................................................... 58 
    Expenses and Fees............................................................... 60 
    Appraisal Rights................................................................ 61 
    Regulatory Matters.............................................................. 62 

THE LIMITED LIABILITY COMPANY AGREEMENT............................................. 63 
    Organization and Duration....................................................... 63 
    Purpose  ....................................................................... 63 
    Management...................................................................... 63 
    The Units....................................................................... 65 
    Resales of Units................................................................ 66 
    Issuance of Additional Securities............................................... 69 
    Limited Liability............................................................... 69 
    Capital Contributions........................................................... 69 
    Amendment of LLC Agreement...................................................... 69 
    Fiduciary and Other Duties...................................................... 70 
    Indemnification................................................................. 70 
    Right to Information............................................................ 70 

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    Termination and Dissolution.....................................................  71
    Liquidation and Distribution of Proceeds........................................  71

SELECTED HISTORICAL FINANCIAL DATA..................................................  72

PRO FORMA CONDENSED COMBINED FINANCIAL DATA.........................................  74

MGI MANAGEMENT'S DISCUSSION AND ANALYSIS                                                
    OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS................................  80
    General  .......................................................................  80
    Results of Operations...........................................................  81
    Liquidity and Capital Resources.................................................  83
    Income Taxes ...................................................................  83

CERA MANAGEMENT'S DISCUSSION AND ANALYSIS                                               
    OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS................................  84
    General  .......................................................................  84
    Results of Operations...........................................................  85
    Liquidity and Capital Resources.................................................  87

DESCRIPTION OF THE PARENT...........................................................  89

BUSINESS OF THE PARENT..............................................................  90

BUSINESS OF MGI.....................................................................  90
    Overview .......................................................................  90
    Services .......................................................................  92
    Distribution of Services........................................................  93
    Subscription Agreements.........................................................  94
    Marketing.......................................................................  94
    Customers.......................................................................  94
    Employees.......................................................................  94
    Competition.....................................................................  94
    Facilities......................................................................  95
    Intellectual Property...........................................................  95
    Transitional Administrative Services and Other Arrangements.....................  95
    MCM Indemnification Agreement...................................................  96
    The Tax Sharing Agreement.......................................................  96
    Legal and Related Matters ......................................................  96

BUSINESS OF CERA....................................................................  97
    Overview .......................................................................  97
    Industry Background.............................................................  97
    CERA Solution...................................................................  98
    CERA Strategy...................................................................  98
    Products and Services...........................................................  99
    Research and Analysis........................................................... 101
    Sales and Marketing............................................................. 101
    Customers....................................................................... 101
    Competition..................................................................... 102
    Employees....................................................................... 102
    Facilities...................................................................... 102

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    Intellectual Property................................................. 102
    Legal and Related Matters ............................................ 102

MANAGEMENT................................................................ 103
    Executive Officers and Directors...................................... 103
    Board Compensation.................................................... 106
    Compensation Committee Interlocks and Insider Participation........... 107
    Executive Compensation................................................ 107
    Employment Agreements................................................. 110
    Certain Relationships and Related Transactions........................ 111

OWNERSHIP OF SECURITIES................................................... 113

COMPARISON OF STOCKHOLDER AND UNIT HOLDER RIGHTS.......................... 115
    General .............................................................. 115
    MGI Common Stock...................................................... 116
    MGI Class A and Class B Common Stock.................................. 116
    MGI Class C Common Stock.............................................. 118
    Rights and Obligations of the Unit Holders ........................... 120
    Management of the Parent under the LLC Agreement ..................... 120
    Resales of Units ..................................................... 123
    Issuance of Additional Securities under the LLC Agreement ............ 126
    Amendment of LLC Agreement ........................................... 126
    Fidiciary and other Duties under the LLC Agreement ................... 127

EXPERTS  ................................................................. 128

LEGAL MATTERS............................................................. 128

INDEX TO FINANCIAL STATEMENTS............................................. F-1

ANNEXES:                                                                        

Annex A -         Plan of Merger and Exchange Agreement                 
  Annex B -         Amended and Restated Limited Liability Company Agreement
Annex C -         Section 262 of the Delaware General Corporation Law   

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 SUMMARY

       The following is a summary of certain information contained elsewhere
in this Information Statement/Prospectus. Reference is made to, and this summary
is qualified in its entirety by, the more detailed information, including       
financial information, contained in this Information Statement/Prospectus and   
the Annexes hereto. Unless otherwise defined herein, capitalized terms used in  
this summary have the respective meanings ascribed to them elsewhere in this    
Information Statement/Prospectus. The holders of MGI Common Stock, Brera and    
Jordan are urged to read this Information Statement/Prospectus and the Annexes  
hereto in their entirety.                                                       

Certain of the information contained in this Information      
Statement/Prospectus may constitute forward-looking statements, including       
statements as to the benefits expected to be realized as a result of the Merger 
and the Exchange and as to future financial performance. See "The Merger and the
Exchange--Reasons for the Merger and the Exchange -- Factors Considered by the  
Board of Directors of MGI." There are a number of important factors that could  
cause actual results to differ materially from those indicated by such          
forward-looking statements. Such factors include those set forth in this        
Information Statement/Prospectus under the heading "Risk Factors."              

THE COMPANIES                                                                   

Global Decisions Group LLC.                                   

     The Parent is a newly formed Delaware limited liability company and
currently is owned by MGI and MCM, a wholly owned subsidiary of MGI. The Parent 
is currently engaged in no business activities other than in connection with the
Merger and the Exchange described herein. If the Merger and the Exchange are    
consummated, the Parent will become the sole stockholder of MGI and CERA.       

  The principal executive offices of the Parent are located at c/o
McCarthy, Crisanti & Maffei, Inc., One Chase Manhattan Plaza, New York, New York
10005, and its telephone number is (212) 509-5800. Following consummation of the
Merger and the Exchange, the principal executive offices of the Parent will be  
located at c/o Cambridge Energy Research Associates, Inc., 20 University Road,  
Cambridge, Massachusetts 02138, and its telephone shall be (617) 497-6446.      

MCM Group, Inc.                                               

    MGI provides up-to-the-minute information and analysis relating to
developments in the U.S. and international corporate securities, fixed income   
and currency markets to over 2,400 institutional clients in over 57 countries.  
MGI was incorporated under the laws of the State of Delaware in 1996. References
in this Information Statement/Prospectus to "MGI" shall mean MGI and its        
subsidiaries, unless the context otherwise requires.                            

     The principal executive offices of MGI are located at c/o McCarthy,
Crisanti & Maffei, Inc., One Chase Manhattan Plaza, New York, New York 10005,   
and its telephone number is (212) 509-5800.                                     

GDG Merger Corporation.                                       

Sub is a newly formed Delaware corporation and a wholly owned 
subsidiary of the Parent. Sub was formed specifically for the purpose of        
effecting the Merger. Sub is currently engaged in no business activities other  
than in connection with the proposed Merger described                           

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herein. Upon the consummation of the Merger, Sub will merged with and into MGI  
and Sub will cease to exist, and MGI will be the surviving corporation.         

     The principal executive offices of Sub are located at c/o McCarthy,
Crisanti & Maffei, Inc., One Chase Manhattan Plaza, New York, New York 10005,   
and its telephone number is (212) 509-5800.                                     

   The current organizational structure of the Parent, MGI and their
respective subsidiaries is as follows:                                          

                                                                · Download Table
                                                                             

 ________________________                                                    
|                        |                                                   
|    MGI Stockholders    |                                                   
|________________________|                                                   
            |                                                                
            | 100%                                                           
            |                                                                
 ________________________                                                    
|          MGI           |-                  ______________________________  
| (Delaware corporation) |   -          50%  |            Parent           | 
|________________________|     -             | (Delaware limited liability | 
            |                   - - - - - - -|           company)          | 
            |                    -      50%  |_____________________________| 
            | 100%              -                            |               
 ________________________     -                              | 100%          
|          MCM           |  -                    ________________________    
| (New York corporation) |-                     |           Sub          |   
|________________________|                      | (Delaware corporation) |   
            |                                   |________________________|   
            |                                                                
            |-----------------------------------------------------           
            | 100%                   | 99.73%                    | 85%       
    _________________        __________________         ____________________ 
   |    MCM Europe   |      |     MCM S.A.     |       |  MCM Asia Pacific  |
   | (United Kingdom |      | (French company) |       | (Japanese company) |
   |     company)    |      |                  |       |                    |
   |_________________|      |__________________|       |____________________|


Cambridge Energy Research Associates, Inc.                    

         CERA is a leading international advisory firm providing analysis on the
energy industries, including markets, geopolitics, structure and strategy. CERA 
was incorporated under the laws of the Commonwealth of Massachusetts in 1983.   
CERA is the general partner of CERA LP. References in this Information          
Statement/Prospectus to "CERA" shall mean CERA and CERA LP, unless the context  
otherwise requires.                                                             

      The principal executive offices of CERA are located at 20 University
Road, Cambridge, Massachusetts 02138, and its telephone number is               
(617) 497-6446.                                                                 

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CERA's current organizational structure is as follows:        

                                                                · Download Table
                                                                           

  ______________                                                           
 |     CERA     |                                                          
 | Stockholders |                                                          
 |______________|                                                          
        |                                                                  
        |                                                                  
        | 100%                                                             
 ________________                                ____________________      
|      CERA      |                              |      Goldman       |     
| (Massachusetts |                              | (Delaware limited  |     
|  corporation)  |                              |    partnership)    |     
|________________|                              |____________________|     
        |                                                 |                
        |                                                 |                
         -       general partner                   _    -   limited partner
            -    90%                          -             10%            
               -  ______________________ -                                 
                 |       CERA LP        |                                  
                 |    (Massachusetts    |                                  
                 | limited partnership) |                                  
                 |______________________|                                  


RECOMMENDATION OF THE MGI BOARD OF DIRECTORS                                    

      The Board of Directors of MGI has approved the Merger Agreement, and
the Board of Directors believes the Merger and the Exchange and the consummation
of the other transactions contemplated by the Merger Agreement are in the best  
interest of MGI and its stockholders. C&D Fund IV, which holds 287,038 shares of
MGI Common Stock as of the date hereof, or approximately 83% of the outstanding 
MGI Common Stock, has voted all of such shares in favor of the Merger, thereby  
providing the requisite stockholder approval therefor.                          

THE MERGER AND THE EXCHANGE                                                     

General.                                                      

      The Merger Agreement provides that Sub, a wholly owned subsidiary of
the Parent, shall merge with and into MGI. At the time the Merger becomes       
effective, each share of MGI Common Stock (excluding treasury shares and shares 
held by stockholders who perfect their dissenters' rights) shall cease to be    
outstanding and shall be converted into the right to receive Units, as provided 
in the Merger Agreement. MGI shall be the surviving corporation of the Merger   
and as a result shall become a wholly owned subsidiary of the Parent. MCM's     
existence will not be affected by the Merger and the Exchange. Following the    
Merger, MGI shall continue to be governed by the laws of the State of Delaware. 

    On the day immediately preceding the closing of the Merger and the
Exchange, MCM intends to make the CERA Distribution Loan to CERA, and CERA will 
apply a portion of the proceeds from such loan, together with CERA's available  
cash, to the extent necessary, to make the CERA Cash Distribution, which will   
consist of a distribution to the CERA Stockholders in an aggregate amount equal 
to $21,510,000 and the purchase of a portion of the limited partnership interest
of CERA LP held by Goldman for a purchase price of $2,390,000.                  

      The Merger Agreement also provides that on the day of the closing of
the Merger and the Exchange (the "Closing Date"), the CERA Stockholders will    
exchange the shares of CERA Common Stock owned by them for Units, the right to  
receive the CERA Contingent Units (as defined herein) and Contingent Options to 
purchase Units, and that Goldman will exchange the portion of the limited       
partnership interest in CERA LP owned by it after the CERA Cash Distribution for
Units, the right to receive the Goldman Contingent Units (as defined herein) and
Contingent Options to purchase Units. As a result, CERA will become a wholly    
owned subsidiary of the Parent. Following the Exchange, CERA shall continue to  
be governed by the laws of the Commonwealth of Massachusetts. Immediately upon  
completion of the Goldman Exchange, the Parent will transfer or cause to be     
transferred to CERA the limited partnership interest in CERA LP acquired from   
Goldman in the Goldman Exchange. Upon such transfer, CERA will become the sole  
partner of CERA LP and CERA LP will be dissolved by operation of law (the "CERA 
Roll-up").                                                                      

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   Upon consummation of the Merger and the Exchange, the anticipated
ownership structure of the Parent and its subsidiaries will be as follows:      

                                                                · Download Table
                                                            
             _____________                                  
            |             |                                 
            | Unitholders |                                 
            |_____________|                                 
                   |                                        
                   |                                        
                ________                                    
               |        |                                   
               | Parent |                                   
               |________|                                   
                   |                                        
    ---------------------------------                       
    |                                |                      
 ________                       _________                   
|        |                     |         |                  
|  CERA  |                     |   MGI   |                  
|        |                     |         |                  
|________|                     |_________|                  
                                    |                       
                               __________                   
                              |          |                  
                              |   MCM    |                  
                              |          |                  
                              |__________|                  
                                    |                       
                    ---------------------------------       
                   |                |                |      
               _________        _________         _________ 
              |   MCM   |      |  MCM    |       |   MCM   |
              |   Asia  |      |  SA     |       |  Europe |
              | Pacific |      |         |       |         |
              |_________|      |_________|       |_________|


 The Merger and the Exchange have been structured to combine the
economic interests in MGI and CERA of the MGI stockholders, the CERA            
stockholders and Goldman through an entity that is not subject to tax. One of   
the primary benefits of having a limited liability company (rather than a       
corporation) be the holding company for MGI and CERA will be that no corporate  
income tax will be payable if the Parent decides to sell either MGI or          
CERA. If the Parent were structured as a corporation, upon the sale of MGI or   
CERA, the Parent would be subject to tax on any gain, and the stockholders of   
the Parent also would be suject to tax upon the distribution of the after-tax   
sales proceeds. Because the Parent intends to be treated for federal income tax 
purposes as a partnership rather than a corporation, it will not be a taxable   
entity. Accordingly, any gain from any sale of the Parent's interest in either  
MGI or CERA would not be taxed at the Parent level, but instead would be passed 
through to Unitholders and taxed only to them.                                  

      On the Closing Date, MGI will also grant the Brera Options to Brera,
and CERA will grant the Jordan Options to Jordan. In addition, each Existing MGI
Option shall automatically be converted into an equivalent option to purchase   
Units. The Merger Agreement also provides that promptly after the Closing Date, 
the Parent will sell to CERA, and CERA will grant to the CERA Employees,        
pursuant to the CERA Unit Grant Plan, Units and rights to receive CERA Employee 
Contingent Units. CERA will also grant options to purchase an aggregate of      
231,500 Units to certain employees of or consultants to CERA, pursuant to the   
CERA Option Plan.                                                               

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A copy of the Merger Agreement is set forth as Annex A of this
Information Statement/Prospectus.                                               

       Immediately after the consummation of the Merger and the Exchange, it
is currently anticipated that a total of 4,731,835 Units will be outstanding.   
The number of Units to be issued in connection with the Merger and the Exchange 
and the other transactions contemplated by the Merger Agreement will be subject 
to adjustment such that the per Unit value as of the Closing Date will be equal 
to ten dollars. See "The Merger and the Exchange--Structure and Terms of the    
Merger and the Exchange."                                                       

Consideration to be Received by Holders of MGI Common Stock.  

  The Merger Agreement provides that, at the effective time of the
Merger, each outstanding share of MGI Common Stock (excluding treasury shares   
and shares held by stockholders who perfect their dissenters' rights) shall be  
converted into the right to receive 9.55555 Units.                              

Consideration to be Received by the CERA Stockholders.        

         The Merger Agreement provides that at the closing of the CERA Exchange,
the CERA Stockholders shall exchange each outstanding share of CERA Common Stock
for:                                                                            

(1)  5.17956 Units;                                           

   (2)  a right to receive, in the event that CERA attains a sixteen
        percent or higher compound annual revenue growth rate over a
              three-year period ending June 30, 2000 (subject to acceleration on
      the occurrence of certain events), from 0.49875 to 2.94851
additional Units (the "CERA Contingent Units"); and 

     (3)  an option, contingent upon the attainment of at least a twenty
         percent compound annual revenue growth rate over a three-year
            period ending June 30, 2000 (subject to termination prior to the
        end of such three-year period upon the occurrence of certain
           events) (a "Contingent Option"), to purchase 0.37028 Units at a
per Unit exercise price equal to $34.53             

(collectively, the "CERA Consideration").                                       

Consideration to be Received by Goldman.                      

  The Merger Agreement provides that at the closing of the Goldman
Exchange, Goldman shall exchange the portion of the limited partnership interest
in CERA LP owned by it following the CERA Cash Distribution for:                

(1)  150,000 Units;                                           

   (2)  a right to receive, in the event that CERA attains a sixteen
        percent or higher compound annual revenue growth rate over a
              three-year period ending June 30, 2000 (subject to acceleration on
    the occurrence of certain events), from 14,444 to 85,389
              additional Units (the "Goldman Contingent Units" and together with
             the CERA Contingent Units and the CERA Employee Contingent Units,
the "Contingent Units"); and                        

(3)  a Contingent Option to purchase 9,874 Units              

(collectively, the "Goldman Consideration").                                    

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Certain Transactions After the Merger and the Exchange.       

         Promptly after the Closing Date, the Parent will sell to CERA, and CERA
will grant to the CERA Employees, pursuant to the CERA Unit Grant Plan, (i) an  
aggregate of 106,875 Units and (ii) the right to receive an aggregate of from   
10,291 to 60,840 CERA Employee Contingent Units.                                

       After consummation of the Merger and the Exchange and the issuance of
Units to the CERA Employees, it is currently anticipated that 4,838,710 Units   
will be outstanding (or 5,791,344 Units assuming the exercise of all Contingent 
Options and the receipt of all CERA Contingent Units, all Goldman Contingent    
Units and all CERA Employee Contingent Units). See "The Merger and the          
Exchange--Structure and Terms of the Merger and the Exchange."                  

Ownership of Units.                                           

         The following table sets forth the expected ownership of the Units upon
consummation of the Merger and the Exchange both on a primary and fully-diluted 
basis, including the grant of Units to the CERA Employees and assuming the      
exercise of all Contingent Options and options to purchase Units granted to     
employees of or consultants to CERA and MGI or to Brera or Jordan (whether      
vested or unvested), and the receipt of all Contingent Units:                   

                                                        · Enlarge/Download Table

                                                               Number of   Number of   Number of             
                                                                 Units       Units       Units     Percentage
                         Number      Percentage    Number of  Subject to  Subject to  on a Fully-  of Units- 
                          of          of Units    Contingent  Contingent     Other      Diluted      Fully-  
                         Units      Outstanding     Units(2)    Options     Options     Basis(1)   Diluted(1)
                         -----      -----------     --------    -------     -------     --------   ----------
                                                                                                             
C&D Fund IV             2,742,806         56.7%           --          --          --    2,742,806       39.5%

Holders of MGI                                                                                               
Common Stock (other                                                                                          
than C&D Fund IV)         595,904         12.3%           --          --          --      595,904        8.6%

Holders of Existing                                                                                          
MGI Options                    --           --            --          --     867,912      867,912       12.5%

CERA Stockholders       1,243,125         25.7%      707,661      88,870          --    2,039,656       29.4%

Goldman                   150,000          3.1%       85,389       9,874          --      245,263        3.5%

CERA Employees            106,875          2.2%       60,840          --     184,150      351,865        5.1%

Employees of CERA                                                                                            
(other than the CERA                                                                                         
Employees)                     --           --            --          --      47,350       47,350        0.7%

Brera                          --           --            --          --      33,444       33,444        0.5%

Jordan                         --           --            --          --      11,132       11,132        0.2%
                      -----------  -----------   -----------   ---------  ----------   ----------  --------- 
Total                   4,838,710        100.0%      853,890      98,744   1,143,988    6,935,332        100%

(1)  This information is provided solely for illustrative purposes and is not   
 necessarily indicative of the future number or percentage of Units that
will actually be outstanding.                                         

(2)  Amounts shown include the CERA Contingent Units, the Goldman Contingent    
Units and the CERA Employee Contingent Units.                         

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Accounting Treatment.                                         

   The Merger will be accounted for at historical cost. The Exchange
will be accounted for under the purchase method of accounting.                  

Effective Time.                                               

    If all required consents and approvals are obtained, and the other
conditions to the obligations of the parties to consummate the Merger and the   
Exchange are either satisfied or waived (as permitted), the Merger will be      
consummated and will become effective on the date and at the time that a        
Certificate of Merger, reflecting the Merger, is filed with the Secretary of    
State of the State of Delaware (the "Effective Time"), and the Exchange will be 
consummated and will become effective on the date and at the time that the CERA 
Stockholders exchange their shares of CERA Common Stock for Units, the CERA     
Contingent Units and Contingent Options, and Goldman exchanges the portion of   
the limited partnership interest in CERA LP owned by it following the CERA Cash 
Distribution for Units, the Goldman Contingent Units and a Contingent Option.   
See "The Merger and the Exchange--Effective Time."                              

 Comparative Rights of Stockholders of MGI and Holders of Units.

         The rights of the holders of MGI Common Stock are currently governed by
the Delaware General Corporation Law ("DGCL") and by the MGI Certificate of     
Incorporation and By-Laws. The rights of holders of MGI Class C Common Stock are
also governed in part by the management stock subscription agreements that each 
such holder has entered into with MGI. As a result of the Merger, the holders of
MGI Common Stock (other than stockholders exercising dissenters' rights) will   
become holders of Units and as such their rights will be governed by the        
Delaware Limited Liability Company Act (the "Delaware Act") and by the Parent's 
Certificate of Formation and the Amended and Restated Limited Liability Company 
Agreement of the Parent (the "LLC Agreement"), the form of which is attached as 
Annex B to this Information Statement/Prospectus. As a result, certain rights   
with respect to holders of MGI Common Stock will differ considerably from their 
respective rights as Unit holders following the Merger. See "The Limited        
Liability Company Agreement" and "Comparison of Stockholder and Unit Holder     
Rights." In particular, the rights of holders of Units will be subject to       
certain requirements not currently imposed upon holders of MGI Common Stock,    
such as requirements with respect to the election of directors, the vote        
required in order to authorize certain actions to be taken by the Parent and the
parties whose consent will be required in order to amend particular provisions  
of the LLC Agreement. Also, Unit holders will not be entitled to appraisal      
rights. The right of a Member (as defined herein) to receive distributions from 
the Parent will also be somewhat different than the right of a holder of MGI    
Common Stock to receive dividends and distributions from MGI. Holders of MGI    
Common Stock are currently entitled to receive equivalent per share dividends   

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and other distributions from MGI if, as and when declared by the Board of       
Directors of MGI. Members will also generally be entitled to receive equivalent 
per Unit distributions from the Parent, except that in the case of certain      
extraordinary distributions as a result of events such as a sale or spin-off of 
MGI or CERA, certain adjustments will be made in respect of the rights to       
receive Contingent Units if such Units have not yet been issued. Distributions  
will be paid to Members at the discretion of the Board of Directors of the      
Parent, except that the Parent will make distributions, to the extent of        
available cash, necessary for holders of Units to pay tax liabilities.          

     The shares of Class A Common Stock and Class B Common Stock and the
Units will be subject to substantially similar restrictions on transfer,        
including rights of first offer and take-along rights, except that prior to the 
first underwritten public offering of Units after the Closing Date, the Units   
will be subject to certain additional restrictions on transfer in order to avoid
the Parent being deemed to be a publicly traded partnership under the Internal  
Revenue Code of 1986, as amended. While the shares of Class C Common Stock are  
not currently subject to the same restrictions on transfer that are imposed upon
the shares of Class A Common Stock and Class B Common Stock pursuant to MGI's   
Certificate of Incorporation, all of the outstanding shares of Class C Common   
Stock are subject to substantial restrictions on transfer as a result of the    
terms of the management stock subscription agreements between MGI and each of   
the holders of such shares, and these restrictions, including certain MGI and   
C&D Fund IV repurchase rights in the event of the termination of the applicable 
holder's employment with MGI, will continue to apply to the Units that are      
issued upon conversion of the shares of Class C Common Stock in the Merger. In  
addition, such Units will be subject to the same restrictions on transfer       
imposed on all Units pursuant to the LLC Agreement. Holders of MGI Common Stock 
and holders of Units also will be entitled to substantially similar             
participation and registration rights.                                          

      In addition, though not generally required by law, the LLC Agreement
will impose certain fiduciary duties of care and loyalty on the Members,        
Directors and Officers of the Parent that will generally be the same as those of
a stockholder, director or officer of a Delaware corporation, except that no    
Member or Director of the Parent who is not also an employee of the Parent or   
any of its subsidiaries will be required to present any particular investment   
opportunity to the Parent even if such opportunity is of a character that, if   
presented to the Parent, could be taken by the Parent.                          

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Reasons for the Merger and Exchange.                          

       Benefits to the Combined Companies. The Board of Directors of MGI and
the management of CERA believe that the Merger and the Exchange will better     
position the combined companies to compete with larger information providers in 
the global marketplace served by both companies, by creating an organization    
with the critical mass and resources necessary to sustain rapid growth and      
through the development of world-wide name recognition for the combined         
companies that may further enhance the reputation of the individual businesses. 
The transactions may also improve the ability of the combined companies to      
access the financial and equity markets as a larger, more diversified and       
credit-worthy entity. The Transactions will also present each company with      
opportunities to further expand their respective worldwide client bases through 
the cross-marketing of services and the leveraging of each company's familiarity
with and expertise in specific markets. In addition, through the planned        
introduction of management at the Parent level to focus on and guide the        
strategic development of MGI's and CERA's respective businesses, the companies  
anticipate that they will be in a better position to manage their growth and    
drive expansion and acquisition initiatives.                                    

        Benefits to MGI. The Board of Directors of MGI believes the Merger and
the Exchange, and the other transactions contemplated by the Merger Agreement,  
will position MGI to serve new markets and develop new products. In particular, 
MGI believes that affiliation with CERA will present MGI with opportunities to  
develop and offer electronically delivered information services, similar to the 
electronically delivered services currently provided by MGI, to existing CERA   
clients within a variety of energy industries, such as the electricity industry.

  Benefits to CERA. Management of CERA believes the Merger and the
Exchange, and the other transactions contemplated by the Merger Agreement, will 
provide CERA with access to sophisticated electronic distribution and delivery  
technology and methods and will enable CERA to meet the expanding needs of its  
clients by bringing together CERA's experience and expertise in the energy      
business with MCM's knowledge of economic and financial markets.                

  Operation of MGI and CERA Following the Merger and the Exchange.
Following the Closing, MGI and CERA will each be wholly owned subsidiaries of   
the Parent and will continue to be operated as separate though affiliated       
businesses. As a result, although certain corporate services or assets (such as 
leased premises outside of the United States) may be shared following the       
Closing Date, it is not expected that significant cost savings from the         
integration or elimination of overlapping operations will be realized from the  
Merger and the Exchange. Instead, the success of the Transactions will be       
dependent largely upon each company's ability to derive benefits from its       
affiliation with the other company and from the additional managerial attention 
at the Parent level that will be provided following the consummation of the     
Transactions. While the future operating results of MGI or CERA could be        
adversely affected by any significant diversion of attention by the applicable  
company's management to the development or operation of the businesses of the   
other company, the Parent intends to engage a chief executive officer at the    
Parent level following the Closing Date, who will be responsible for, among     
other matters, coordinating activities between the two companies. Although there
can be no assurance that the potential benefits of the Transactions will be     
either partially or fully realized, a failure to achieve these benefits would be
unlikely to have a material adverse impact on the financial position or results 
of operations of either company.                                                

 Governing Law and Management After the Merger and the Exchange.

         After the Merger and the Exchange, MGI shall continue to be governed by
the laws of the State of Delaware, and CERA shall continue to be governed by the
laws of the Commonwealth of Massachusetts. MCM's existence will not be affected 
by the Merger and the Exchange. Alberto Cribiore, Gordon McMahon, Donald Gogel, 
David Nixon, Daniel Yergin, Joseph Stanislaw and up to seven additional         
directors will be named to the Board of Directors of the Parent at the time of  
or shortly after the consummation of the Merger and the Exchange. In addition,  
Messrs. Cribiore and Yergin will be appointed Chairman and Vice-Chairman of the 
Parent, respectively. The LLC Agreement provides for an executive committee of  
the Board of Directors of the Parent which, during the intervals between        
meetings of the Board, generally will have the powers and authority of the Board
in the management of the Parent. Upon consummation of the Merger and the        
Exchange, such executive committee shall be composed of Messrs. Cribiore,       
Yergin, Nixon and such other directors as may be designated by the Board. The   
persons named as directors of the Parent will also be required to be named as   
the directors of CERA and MGI.                                                  

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Conditions to Consummation.                                   

   Consummation of the Merger and the Exchange is subject to various
conditions, including, among other matters: (i) receipt of all consents and     
approvals from governmental authorities necessary to permit consummation of the 
Merger and the Exchange; (ii) receipt of all consents and approvals from third  
parties, other than consents and approvals, which, if not obtained, would not   
have a CERA Material Adverse Effect (as defined below) or a MGI Material        
Adverse Effect (as defined below), as the case may be; (iii) the receipt by MCM 
of funds sufficient to finance the CERA Distribution Loan; (iv) the absence of  
any change since the date of the Merger Agreement that has had or would be      
reasonably likely to have a CERA Material Adverse Effect or an MGI Material     
Adverse Effect, as the case may be; and (v) satisfaction of certain other       
conditions. See "The Merger and the Exchange--Conditions to Obligations of the  
Parties" and "--Amendment, Waiver and Termination."                             

Amendment, Waiver and Termination.                            

         The Merger Agreement may be terminated at any time prior to the Closing
Date by the written agreement of Messrs. Yergin, Rosenfield and Stanislaw       
(collectively, the "Founding Stockholders") and MGI. In addition, the Merger    
Agreement may be terminated at any time prior to the Closing Date by MGI, on the
one hand, or the Founding Stockholders, on the other hand, by written notice to 
the other after 5:00 p.m., New York City time, on November 30, 1997 if the      
Closing Date shall not have occurred by such date (unless the failure of the    
Closing Date to occur shall be due to, in the case of any termination by MGI,   
any material breach of the Merger Agreement by MGI, the Parent or Sub or, in the
case of any termination by the Founding Stockholders, any material breach of the
Merger Agreement by the CERA Stockholders or Goldman), unless such date is      
extended by the mutual written consent of MGI and the Founding Stockholders. The
Merger Agreement may also be terminated at any time prior to the Closing Date   
for certain other reasons. See "The Merger and the Exchange--Amendment, Waiver  
and Termination."                                                               

Federal Income Tax Considerations.                            

    For federal income tax purposes, in general, holders of MGI Common
Stock will not recognize gain or loss upon the receipt of Units in exchange for 
MGI Common Stock pursuant to the Merger. See "The Merger and the                
Exchange--Federal Income Tax Considerations."                                   

Procedure for Exchange of Certificates.                       

    The Merger Agreement provides that, after the Effective Time, each
holder of a certificate or certificates that, immediately prior to the Merger,  
represented shares of MGI Common Stock ("MGI Stock Certificates") who surrenders
such certificate or certificates, together with a completed and signed MGI      
Holder Information Form (a copy of which has been enclosed with this Information
Statement/Prospectus), to the person or entity appointed by the Parent (the     
"Exchange Agent") will be entitled to receive a certificate or certificates     
("Unit Certificates") representing the Units into which such shares of MGI      
Common Stock shall have been converted in the Merger. The Parent currently      
intends to appoint MGI as the Exchange Agent. Substantially all of the MGI Stock
Certificates currently are held by MCM, as bailee (the "MGI Bailee") pursuant to
a Master Bailment Agreement, dated as of August 31, 1996 (the "MGI Bailment     
Agreement"), among certain holders of MGI Common Stock and the MGI Bailee. Each 
holder of shares of MGI Common Stock who wants the MGI Bailee to surrender such 
holder's MGI Stock Certificates to the Exchange Agent on such holder's behalf   
must complete, execute and deliver to the MGI Bailee a Holder Information Form  
and a Letter of Instruction (a copy of which has been enclosed with this        
Information Statement/Prospectus), which will authorize the MGI Bailee to so    
surrender the applicable MGI Stock Certificates. Promptly after the receipt of  
such documents, the MGI Bailee will deliver the applicable MGI Stock            
Certificates and Holder Information Forms to the Exchange Agent.                

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     Pursuant to the LLC Agreement, all of the Unit Certificates will be
required to be held by the Parent, as bailee (the "Unit Bailee") under a Master 
Bailment Agreement, to be dated the Closing Date (the "Unit Bailment            
Agreement"), among certain holders of Units and the Unit Bailee. Accordingly,   
the Unit Certificates to be issued in the name of those former holders of MGI   
Common Stock whose MGI Stock Certificates, together with completed and signed   
Holder Information Forms, shall have been surrendered to the Exchange Agent,    
shall be delivered to the Unit Bailee in accordance with the Unit Bailment      
Agreement. The Unit Bailee will hold such Unit Certificates for safekeeping in a
safe deposit box at a financial institution chosen by the Unit Bailee, and each 
such former holder of MGI Common Stock will receive a receipt from the Unit     
Bailee for the applicable Unit Certificate and a photocopy of such Certificate. 
See "The Limited Liability Company Agreement--The Units--Bailment Agreement."   

Rights of Dissenting Stockholders.                            

       Holders of MGI Common Stock are entitled to assert dissenters' rights
under Section 262 of the DGCL with respect to the proposed Merger and, subject  
to the consummation of the Merger, to receive the "fair value" of their shares  
by complying with the procedures set forth in Section 262 of the DGCL. See "The 
Merger and the Exchange--Appraisal Rights" and the text of Section 262 of the   
DGCL, a copy of which is attached as Annex C hereto.                            

Regulatory Matters.                                           

    Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act"), and the rules promulgated thereunder, the Merger and   
the Exchange may not be consummated until certain information is provided to the
Federal Trade Commission ("FTC") and to the Antitrust Division of the United    
States Department of Justice ("DOJ"), and a thirty-day waiting period is        
observed. C&D Fund IV, the ultimate parent entity of MGI, and Daniel H. Yergin, 
the ultimate parent entity of CERA, each filed a Notification and Report Form   
pursuant to the HSR Act with the DOJ and FTC on August 21, 1997. Early          
termination of the waiting period was granted on August 29, 1997. See "The      
Merger and the Exchange--Regulatory Matters."                                   

INTERESTS OF CERTAIN PERSONS IN THE MERGER AND THE EXCHANGE; CONFLICTS OF       
INTEREST                                                                        

MGI.                                                          

        Certain directors of MGI have interests in the Merger and the Exchange
that present them with potential conflicts of interest. In connection with the  
Merger and the Exchange, Messrs. Cribiore, McMahon and Gogel will continue to   
be directors of the Parent, and Mr. Nixon also will be named as a director of   
the Parent. In addition, Mr. Nixon will continue to be the President and Chief  
Executive Officer of MGI. Pursuant to his existing employment agreement with    
MGI, in his capacity as such President and Chief Executive Officer, Mr. Nixon   
receives a base salary of $____ and other customary benefits.                   

CD&R.                                                         

      Clayton, Dubilier & Rice, Inc. ("CD&R"), the manager of C&D Fund IV,
provides managerial and financial advisory services to MGI, and, after the      
Merger and the Exchange, will also provide such services to CERA, pursuant to a 
Consulting Agreement, dated as of August 31, 1996 (as amended, the "Consulting  
Agreement"), among CD&R, MGI, MCM and, after the Merger and the Exchange, CERA. 
Under the Consulting Agreement, CD&R is entitled to receive an annual fee of    
$150,000, together with reimbursement of out-of-pocket expenses. CD&R will not  
be paid any additional amounts in respect of the Merger and the Exchange. Mr.   
Gogel is President and a principal of CD&R and a general partner of the general 
partner of CD&R Fund IV.                                                        

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Brera.                                                        

   Pursuant to a Services Agreement, dated as of March 31, 1997 (the
"Cribiore Services Agreement"), between CD&R and Brera, in exchange for a fee   
equal to the sum of the amount of any management fee paid to CD&R under the     
Consulting Agreement (for so long as Mr. Cribiore serves as the Chairman of the 
Board of each of MGI and MCM) and certain other amounts, Brera has been         
providing the services of Mr. Cribiore to assist CD&R in providing managerial   
and financial advisory services pursuant to the Consulting Agreement, among     
other matters. Brera has made and may continue to make other employees,         
including Mr. McMahon, available to assist Mr. Cribiore in providing such       
services. In addition to the assistance provided pursuant to the Cribiore       
Services Agreement, Brera has provided financial advisory services to MGI with  
respect to the structuring and negotiation of the Merger, the Exchange and      
related transactions, including the financing thereof and certain executive     
compensation arrangements. The Brera Options will be granted to Brera in return 
for such financial advisory services. Mr. Cribiore is managing principal of     
Brera, and Mr. McMahon is a principal of Brera.                                 

CERA.                                                         

         Certain directors and officers of CERA have interests in the Merger and
the Exchange that present them with potential conflicts of interest. Mr. David  
Leuschen, a director of CERA until June 1997, is an employee of Goldman. In     
connection with the Merger and the Exchange, Messrs. Yergin, Rosenfield,        
Stanislaw, Bupp and Aldrich (and affiliated trusts) will each receive Units, a  
right to receive CERA Contingent Units, Contingent Options, and a pro rata      
portion of the CERA Cash Distribution. In addition, Messrs. Yergin, Rosenfield  
and Stanislaw will enter into employment agreements with CERA, pursuant to which
they will receive a base salary of $265,000, $255,000 and $255,000 per year,    
respectively, and other customary benefits. Further, Messrs. Yergin and         
Stanislaw will become directors of the Parent, effective immediately upon       
consummation of the Merger and the Exchange. Finally, Jordan, a director of CERA
until June 1997, will receive the Jordan Options.                               

Goldman.                                                      

 Goldman Sachs & Co. ("Goldman Sachs"), an affiliate of Goldman,
provided financial advisory services to MGI in respect of the transactions      
contemplated by the Merger Agreement, for which Goldman Sachs will receive a    
fee of $750,000 on the Closing Date. Additionally, Goldman owns a limited       
partnership interest in CERA LP which is the subject of the Goldman Exchange    
described herein. In the Goldman Exchange, Goldman will receive Units, the      
right to receive the Goldman Contingent Units and Contingent Options. In        
addition, a portion of the limited partnership interest in CERA LP owned by     
Goldman will be purchased by CERA as part of the CERA Cash Distribution for a   
purchase price of $2.39 million. CERA and Goldman are also parties to an        
agreement, which by its terms expired on October 31, 1997, pursuant to which    
CERA provided certain advisory services to Goldman. CERA and Goldman are        
currently discussing the terms upon which CERA may provide services to Goldman  
in the future. Consistent with standard practices in the investment banking     
industry, Goldman Sachs implemented ethical procedures in connection with its   
advisory services to MGI, including ensuring that persons assigned to advise    
MGI did not include persons who were simultaneously involved in either the      
management of Goldman's ownership interest in CERA LP or in the purchase of     
advisory services from CERA under the contract referred to above and            
appropriately segregating information received in connection with the           
Transactions.                                                                   

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Jordan.                                                       

         Mr. Jordan, a director of CERA until June 1997, was retained by CERA in
1993 to assist CERA in its review of potential strategic partners. In connection
with his engagement, Mr. Jordan assisted CERA by preparing materials to be      
delivered to potential strategic partners, consulted with senior management of  
CERA, and advised CERA regarding negotiations with third parties. Pursuant to a 
consulting agreement, Mr. Jordan received $35,000 in 1996 for such services. In 
addition, CERA agreed to pay Mr. Jordan a fee in respect of the transactions    
contemplated by the Merger Agreement. In lieu of such payment, Mr. Jordan has   
agreed to accept the Jordan Options.                                            

         See "The Merger and The Exchange -- Interests of Certain Persons in The
Merger and The Exchange; Conflicts of Interest" and "Management -- Certain      
Relationships and Related Transactions."                                        

ABSENCE OF PUBLIC MARKET FOR UNITS; RESTRICTIONS ON TRANSFER                    

       The Units issued in the Merger to holders of MGI Common Stock will be
freely transferable under the Securities Act, except for Units issued to a      
holder of MGI Common Stock who, for purposes of Rule 145 under the Securities   
Act, may be deemed to be an affiliate of MGI as of August 1, 1997, and Units    
held by an affiliate of the Parent for purposes of Rule 144 under the Securities
Act. However, there has been no public trading market for Units prior to the    
Merger and the Exchange, and it is not expected that there will be a public     
market for the Units in the foreseeable future. In addition, transfers of the   
Units will be substantially restricted (i) under the LLC Agreement, (ii)        
pursuant to grant, subscription and/or option agreements to be executed in      
connection with the acquisition of Units or options to acquire Units by certain 
employees of or consultants to CERA or MGI and (iii) pursuant to existing       
subscription and/or option agreements executed by certain employees of MGI. See 
"Risk Factors--No Public Market for Units; Restrictions on Transfer; Illiquid   
Investment" and "The Limited Liability Company Agreement--Resales of Units."    

         Under Rule 145 under the Securities Act, affiliates of MGI may not sell
Units issued to them in the Merger except pursuant to an effective registration 
statement under the Securities Act or other applicable exemption from the       
registration requirements of the Securities Act, including (in the case of such 
affiliates who are not affiliates of the Parent) pursuant to Rule 145 under the 
Securities Act. The provisions of Rule 145 require that, among other things, the
Units be sold in "brokers' transactions" or in transactions directly with a     
"market maker." It is unlikely that an affiliate would be able to comply with   
the provisions of Rule 145 to effect a resale of Units.                         

NUMBER OF STOCKHOLDERS AND HOLDERS OF INTERESTS OF CERA LP                      

      As of August 1, 1997, there were 206 stockholders of record who held
shares of MGI Common Stock, as shown on the records of MGI for such shares. As  
of August 1, 1997, there were nine stockholders of record who held shares of    
CERA Common Stock, as shown on the records of CERA for such shares.             

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As of August 1, 1997, there were two holders of record who held partnership     
interests in CERA LP, as shown on the records of CERA LP for such partnership   
interests.                                                                      

DISTRIBUTIONS AND DIVIDENDS                                                     

Parent.                                                       

        It is the policy of the Parent's Board of Directors to retain earnings
to support operations and to finance continued growth of the Parent's and its   
subsidiaries' businesses rather than to make distributions, provided, however,  
that the Parent will make distributions, to the extent of available cash,       
necessary for holders of Units to pay tax liabilities. The Parent has never made
any distributions on its limited liability company interests. The amount of any 
future distributions will be determined by the Board of Directors of the Parent 
in light of circumstances then existing, including the Parent's growth,         
profitability, financial condition, results of operations, and such other       
factors as the Board deems relevant. The Parent does not expect to make any     
distributions in the foreseeable future, other than distributions to holders of 
Units to pay their taxes, as required by the LLC Agreement. See "The Merger and 
the Exchange--Federal Income Tax Considerations" and "The Limited Liability     
Company Agreement--The Units--Rights to Distributions and Allocations." There   
can be no assurance that the Parent will have sufficient available cash to make 
such distributions. The Parent is and, following the Merger and the Exchange,   
will continue to be a holding company with no substantial business operations,  
and, accordingly, the Parent's ability to make any distributions will be limited
by the ability of the Parent's subsidiaries to transfer funds to the Parent in  
the form of cash, loans or advances. See "MGI Management's Discussion and       
Analysis of Financial Condition and Results of Operations" and "CERA            
Management's Discussion and Analysis of Financial Condition and Results of      
Operations."                                                                    

MGI.                                                          

    It is the policy of MGI's Board of Directors to retain earnings to
support operations and to finance continued growth of MGI's business rather than
to pay dividends. MGI has never declared or paid any cash dividends or          
distributions on its capital stock. MGI may transfer funds to the Parent to     
enable the Parent to pay its expenses and to enable the Parent to make          
distributions to holders of Units, as required by the LLC Agreement. MGI's      
ability to declare and pay dividends and to transfer funds to the Parent in the 
form of cash, loans or advances is expected to be limited by certain covenants  
to be contained in its loan agreements with financial institutions. See "MGI    
Management's Discussion and Analysis of Financial Condition and Results of      
Operations."                                                                    

CERA.                                                         

   It has been the policy of CERA's Board of Directors to distribute
substantially all of its earnings in the form of bonuses. Since June 30, 1995,  
CERA has not declared or paid any cash dividends or distributions on its capital
stock, other than the CERA Cash Distribution. CERA may transfer funds to the    
Parent to enable the Parent to pay its expenses and to enable the Parent to make
distributions to holders of Units, as required by the LLC Agreement. CERA's     
ability to declare and pay dividends and to transfer funds to the Parent in the 
form of cash, loans or advances is expected to be limited by certain covenants  
to be contained in its loan agreements with MCM or with financial institutions. 
See "CERA Management's Discussion and Analysis of Financial Condition and       
Results of Operations."                                                         

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RISK FACTORS

     An investment in the Units offered hereby involves a high degree of
risk. The following factors, in addition to the other information contained in  
this Information Statement/Prospectus, should be carefully considered by holders
of MGI Common Stock, Brera and Jordan. Certain of the following risk            
factors apply to MGI and its business and operations and certain others apply to
CERA and its business and operations. If the Merger and the Exchange are        
consummated, these risk factors will apply equally to the Parent, in that       
following the Merger and the Exchange the Parent's primary assets will be the   
equity of MGI and CERA.                                                         

RISKS RELATING TO THE OWNERSHIP OF UNITS                                        

Concentration of Control; Lack of Ability to Influence Company
--------------------------------------------------------------
Actions; Certain Conflicts of Interest.                       
---------------------------------------                       

         The following table sets forth the expected ownership of the Units upon
consummation of the Merger and the Exchange both on a primary and fully-diluted 
basis, including the grant of Units to the CERA Employees and assuming the      
exercise of all Contingent Options and options to purchase Units granted to     
employees of or consultants to CERA and MGI or to Brera or Jordan (whether      
vested or unvested), and the receipt of all CERA Contingent Units, all Goldman  
Contingent Units and all CERA Employee Contingent Units:                        

                                                                · Download Table

                                                 Number of              
                                                   Units      Percentage
                         Number      Percentage  on a Fully-   of Units-
                          of          of Units    Diluted       Fully-  
                         Units      Outstanding   Basis(1)    Diluted(1)
                         -----      -----------   --------    ----------
                                                                        
C&D Fund IV             2,742,806         56.7%   2,742,806        39.5%

Holders of MGI                                                          
Common Stock (other                                                     
than C&D Fund IV)         595,904         12.3%     595,904         8.6%

Holders of Existing                                                     
MGI Options                    --           --      867,912        12.5%

CERA Stockholders       1,243,125         25.7%   2,039,656        29.4%

Goldman                   150,000          3.1%     245,263         3.5%

CERA Employees            106,875          2.2%     351,865         5.1%

Employees of CERA                                                       
(other than the CERA                                                    
Employees)                     --           --       47,350         0.7%

Brera                          --           --       33,444         0.5%

Jordan                         --           --       11,132         0.2%
                      -----------  -----------   ----------   --------- 
Total                   4,838,710        100.0%   6,935,332         100%

(1) This information is provided solely for illustrative purposes and is not    
necessarily indicative of the future number or percentage of Units that will    
actually be outstanding.                                                        

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Upon completion of the transactions contemplated by the Merger
Agreement, C&D Fund IV will beneficially own approximately 57% of the then      
outstanding Units (or approximately 40% on a fully diluted basis assuming the   
grant of the CERA Contingent Units, Goldman Contingent Units and CERA Employee  
Contingent Units, and the exercise of all outstanding options (whether vested or
unvested and including all Contingent Options)). In addition, the present       
executive officers and directors of CERA and of MGI (including those directors  
and executive officers of CERA (and affiliated trusts) and of MGI who are       
identified herein as persons who will become directors of the Parent) will own  
or control approximately 29% of the outstanding Units (or approximately 36% on a
fully diluted basis assuming the grant of the maximum number of CERA Contingent 
Units, Goldman Contingent Units and CERA Employee Contingent Units, and the     
exercise of all outstanding options (whether vested or unvested and including   
all Contingent Options)). Under the LLC Agreement, the favorable vote of at     
least two-thirds of the holders of Units will be required in order to approve   
any merger, consolidation, conversion or reorganization of the Parent (other    
than certain conversions that will require the approval only of the Board of    
Directors of the Parent), the dissolution of the Parent or a sale of all the    
capital stock of MGI or CERA. The holders of Units generally will not have any  
right to vote on any other action to be taken by the Parent. In addition, until 
the first underwritten public offering of Units after the Closing Date, each    
holder of Units will be required to vote its Units in favor of the election as  
directors of the Parent of two of the Founding Stockholders, three nominees of  
C&D Fund IV, the chief executive officer of the Parent, the chief executive     
officer of MCM and up to six independent nominees selected by C&D Fund IV with  
Mr. Yergin's consent, and the Boards of Directors of MGI and CERA will be       
required to be the same as that of the Parent. As a result of these LLC         
Agreement provisions, the ability of holders of Units (other than C&D Fund IV   
and the Founding Stockholders) to influence or affect the Parent's actions will 
be severely limited. These provisions may also have the effect of discouraging a
third party from attempting to acquire the Units of such holders, or may limit  
the price that a third party would be willing to pay for such Units.            

    The issuance of the Contingent Units and the exercisability of the
Contingent Options depend solely upon the rate of growth in CERA's revenues (and
not those of the combined companies) from June 30, 1997 to June 30, 2000        
(subject to acceleration, in the case of the Contingent Units, on the occurrence
of certain events). See "The Merger and the Exchange -- Structure and Terms of  
the Merger and the Exchange -- Terms of the Contingent Units and Contingent     
Options." As a result, during the period in which such rate of growth is being  
measured, the Founding Stockholders, each of whom will hold rights to receive   
Contingent Units and Contingent Options and two of whom will serve as directors 
of each of the Parent, MGI and CERA, may make decisions and take actions in     
respect of the Parent, MGI and CERA based upon a desire to maximize CERA's      
revenue growth instead of a desire to advance the interests of the combined     
companies.                                                                      

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No Public Market for Units; Restrictions on Transfer; Illiquid
--------------------------------------------------------------
Investment.                                                   
-----------                                                   

       Although the Units to be issued in connection with the Merger or upon
exercise of the Brera Options or the Jordan Options (other than Units issued to 
"affiliates" of MGI and Units held by "affiliates" of the Parent) will be       
freely transferable under the Securities Act, there is no public market for the 
Units and it is not expected that there will be a public market for the Units   
in the foreseeable future. The Units to be issued to the CERA Stockholders and  
Goldman in the Exchange, the Cera Contingent Units, the Goldman Contingent      
Units, the Contingent Options and the Units issuable upon exercise of           
Contingent Options will not be registered under the Securities Act, or under    
any state securities or "blue-sky" laws or foreign securities laws. As a        
result, such Units and Contingent Options will be "restricted securities" for   
purposes of the federal securities laws and may be resold only in compliance    
with the federal and state securities laws governing "restricted securities."   
In addition, transfer of Units to be issued in connection with the Merger and   
the Exchange and the other transactions contemplated by the Merger Agreement,   
including the CERA Contingent Units, the Goldman Contingent Units, the Units    
issuable upon exercise of Contingent Options, the Brera Options and the Jordan  
Options, will be substantially restricted under the LLC Agreement and other     
agreements pursuant to which shares of MGI Common Stock or MGI Employee Options 
have been issued or granted to certain employees of MGI or pursuant to which    
Units or options to purchase Units will be or may be issued or granted to       
certain employees of or consultants to CERA or MGI and other persons. The Units 
also will be subject to a holdback provision, the right of first offer and      
"take-along" rights described below in "The Limited Liability Company Agreement 
-- Rights of First Offer" and "The Limited Liability Company Agreement --       
Take-Along Rights" and participation rights set forth in the LLC Agreement. The 
restrictions on transfer could limit the price that certain investors might be  
willing to pay in the future for Units, and could have the effect of making it  
more difficult for a third party to acquire, or of discouraging a third party   
from attempting to acquire, control of the Parent.                              

Effect of Rights of First Offer and "Take-Along" Rights.      
--------------------------------------------------------      

         Until the first underwritten public offering of Units after the Closing
Date, C&D Fund IV and the Founding Stockholders, as the holders of more than 5% 
of the outstanding Units on the Closing Date, will possess certain rights of    
first offer under the LLC Agreement that may have the effect of preventing a    
third party from acquiring Units without the consent of C&D Fund IV and the     
Founding Stockholders. In addition, under the LLC Agreement, until the first    
underwritten public offering of Units after the Closing Date, in the event that 
the holders of a majority of the Units desire to sell all of their Units to a   
third party, such holders will have the right to require all other holders of   
Units to participate in such sale.                                              

Risks Associated with Ownership of Additional Assets.         
-----------------------------------------------------         

       Upon consummation of the Merger and the Exchange, the Parent will own
two principal assets, its interest in CERA and its interest in MGI. Accordingly,
the Parent's results of operations will be dependent on the successful and      
continued operation of both CERA and MGI (instead of MGI only, as is currently  
the case). In particular, if either CERA or MGI experiences decreased demand for
its services or increased competition or otherwise suffers a material adverse   
change in its business, the Parent's results of operations may be materially    
adversely affected.                                                             

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Risks Relating to the Merger and the Exchange.                
----------------------------------------------                

   Consummation of the Merger and the Exchange is subject to various
conditions, including, without limitation, the receipt by MCM of funds          
sufficient to finance the CERA Distribution Loan and the absence of any change  
since the date of the Merger Agreement that has had or would be reasonably      
likely to have a CERA Material Adverse Effect or a MGI Material Adverse Effect, 
and there can be no assurance that the Merger and the Exchange will ever be     
consummated. See "The Merger and the Exchange--Conditions to Obligations of the 
Parties." The success of the Merger and the Exchange will be determined by      
various factors, including the ability of each company to derive significant    
benefits from its affiliation with the other company and from the additional    
managerial attention at the Parent level that will be provided following the    
consummation of the Transactions. See "Summary -- The Merger and the Exchange - 
- Reasons for the Merger and the Exchange." While the future operating results  
of MGI or CERA could be adversely affected by any significant diversion of      
attention by the applicable company's management to the development or operation
of the businesses of the other company, the Parent intends to engage a chief    
executive officer at the Parent level following the Closing Date, who will be   
responsible for, among other matters, coordinating activities between the two   
companies.                                                                      

Risks Associated With Changes in Shareholder Rights.          
----------------------------------------------------          

   The rights of the holders of Units will be subject to, and may be
adversely affected by, certain requirements not currently imposed upon holders  
of MGI Common Stock, such as requirements with respect to the election of       
directors, the vote required in order to authorize certain actions to be taken  
by the Parent and the parties whose consent will be required in order to amend  
particular provisions of the LLC Agreement. See " -- Concentration of Control;  
Lack of Ability to Influence Company Actions; Certain Conflicts of Interest" and
"Comparison of Stockholder and Unit Holder Rights." The existence of such       
requirements, while providing for desirable efficiency in connection with       
Parent's operations and for other corporate purposes, may make it more difficult
for a holder of Units (other than C&D Fund IV) to influence or affect the       
Parent's actions. However, because C&D Fund IV holds over 80% of the outstanding
shares of MGI Common Stock, other holders of MGI Common Stock currently do not  
have a significant ability to influence or affect MGI's actions. See "Comparison
of Stockholder and Unit Holder Rights" and "The Limited Liability Company       
Agreement."                                                                     

Dilution.                                                     
---------                                                     

       The Units will be subject to dilution upon future issuances of Units,
including any issuance of Units upon the exercise of options under the CERA     
Option Plan and the MCM Group, Inc. LLC Unit Option Plan (the "MGI Option       
Plan"), any issuance of CERA Contingent Units, any issuance of Goldman          
Contingent Units, any issuance of CERA Employee Contingent Units and any        
issuance of Units upon the exercise of Contingent Options, Existing MGI         
Options, the Brera Options or the Jordan Options. On or prior to the Closing    
Date, CERA will adopt the CERA Option Plan and MGI will adopt the MGI Option    
Plan, pursuant to which options to purchase an aggregate of up to 462,699 Units 
may be granted. In connection with the Merger and the Exchange, Existing MGI    
Options will automatically be converted into options to purchase an aggregate   
of 867,912 Units. Shortly following the Merger and the Exchange, options to     
purchase an aggregate of 231,500 Units will be granted by CERA under the CERA   
Option Plan to certain employees of or consultants to CERA. In connection with  
the Merger and the Exchange, CERA will grant to the CERA Stockholders and to    
Goldman, Contingent Options to purchase an aggregate of 98,744 Units, based on  
the attainment by CERA of certain revenue growth rates. The Merger Agreement    
also provides that if CERA achieves certain revenue growth rates, the CERA      
Stockholders will receive an aggregate of from 119,704 additional Units to      
707,661 additional Units, Goldman will receive from 14,444 additional Units to  
85,389 additional Units and the CERA Employees will receive an aggregate from   
10,291 additional Units to 60,840 additional Units. Additionally, in connection 
with the Merger and the Exchange, Brera will receive options to purchase an     
aggregate of 33,444 Units and Jordan will receive options to purchase 11,132    
Units. See "Interests of Certain Persons in the Merger and the Exchange;        
Conflicts of Interest" and "The Merger and the Exchange--Structure and Terms of 
the Merger and the Exchange."                                                   

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Dividend Policy; Inability to Declare Dividends.              
------------------------------------------------              

The Parent does not expect to declare or pay any dividends or 
distributions in the foreseeable future, other than distributions to holders of 
Units to pay their taxes, as required by the LLC Agreement. The Parent's ability
to declare and pay dividends or distributions is limited by the ability of the  
Parent's subsidiaries to transfer funds to the Parent in the form of cash, loans
or advances. It is expected that MGI's and CERA's ability to transfer funds to  
the Parent will be limited by certain covenants to be contained in their        
respective loan agreements. The inability of MGI and CERA to transfer funds to  
the Parent in the form of cash, loans or advances may prevent the Parent from   
making the distributions required by the LLC Agreement.                         

Federal Income Tax Risks.                                     
-------------------------                                     

      The Parent is expected to be classified as a partnership for federal
income tax purposes. As such, the Parent will not be subject to federal income  
tax. Instead, each holder of Units will be required to include its allocable    
share of the Parent's items of income, gain, loss, deduction and credit in      
computing the Unit holder's own taxable income for federal income tax purposes. 
Accordingly, a Unit holder may be required to pay federal income tax on its     
allocable share of the Parent's income for a year even though no distributions  
are made to the Unit holder with respect to such income. The LLC Agreement      
requires that the Parent make distributions, to the extent of available cash, to
Unit holders in order to pay their taxes. However, there can be no assurance    
that the Parent will have sufficient available cash to make distributions in the
full amount of the Unit holders' tax liabilities. Because a Unit holder's tax   
liability may exceed the cash distributed to it from the Parent in a particular 
period, and a Unit holder may be required to satisfy such tax liability from    
other sources. See "The Merger and the Exchange--Federal Income Tax             
Considerations."                                                                

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RISKS RELATING TO CERA                                                          

Dependence on Renewals of Retainer-Based Research Services.   
----------------------------------------------------------    

       CERA's success depends in part upon renewals of subscriptions for its
research products. Approximately 50% and 53% of CERA's revenues for the years   
ended June 30, 1996 and 1997, respectively, were derived from CERA's            
subscription-based research products. CERA has historically experienced high    
subscription renewal rates for these products. However, there can be no         
assurance that CERA will be able to sustain such high renewal rates. A          
significant portion of the growth of CERA's consulting and advisory services in 
any given year has historically been generated in the last quarter of the fiscal
year. Accordingly, any deterioration in CERA's ability to generate revenue      
growth might not be apparent until late in CERA's fiscal year. A decline in     
renewal rates for CERA's research products or a decline in demand for consulting
and advisory services could have a material adverse effect on CERA's business,  
financial condition, and results of operations.                                 

Dependence on Limited Number of Customers.                    
-----------------------------------------                     

       CERA's revenues during a given fiscal year are typically dependent in
part on certain significant customers who, in the aggregate, accounted for      
approximately 28% and 20% of its total revenues for the years ended June 30,    
1996 and 1997, respectively. Historically, CERA has been able to replace the    
loss of such customers. The inability to replace these customers could          
materially and adversely affect the financial performance of CERA.              

Potential Fluctuations in Operating Results.                  
-------------------------------------------                   

        CERA's operating results have fluctuated in the past and may fluctuate
significantly in the future due to various factors, including the level and     
timing of renewals of subscriptions to CERA's services, the timing and amount of
new business generated by CERA, the timing of revenue-generating events         
sponsored by CERA, the mix of domestic versus international business, the       
development, introduction and marketing of new products and services, the hiring
and training of research analysts and sales personnel, the utilization of its   
advisory services, changes in the spending patterns of CERA's target clients,   
CERA's accounts receivable collection experience, changes in market demand for  
energy research and analysis and competitive conditions in the energy industry. 
Due to these factors, CERA believes period-to-period comparisons of results of  
operations are not necessarily meaningful and should not be relied upon as an   
indication of future results of operations.                                     

Risks Associated with Loss of Key Personnel.                  
-------------------------------------------                   

     CERA's ability to conduct and expand its business is related to its
ability to hire and retain the highly qualified personnel needed to maintain and
enhance the presentation, quality and breadth of coverage of CERA's research and
applications. CERA's key assets are the product line research directors and     
research analysts who are responsible for the compilation, analysis and         
dissemination of CERA's research and application services. A loss of key        
personnel, particularly Daniel Yergin, CERA's founder and President, James      
Rosenfield, a Managing Director and Head of Business Development, Joseph        
Stanislaw, a Managing Director and Head of Global Research, Philippe A.         
Michelon, Managing Director, Operations, and the research directors for major   
product lines, could have a material adverse effect on CERA. In connection with 
the Merger and the Exchange, Messrs. Yergin, Rosenfield and Stanislaw will enter
into new employment agreements with CERA. See "Management--Employment           
Agreements.                                                                     

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Need to Attract and Retain Professional Staff.                
---------------------------------------------                 

       CERA's future success will depend in large measure upon the continued
contributions of its senior management team, research analysts, and experienced 
sales and marketing personnel. Accordingly, future operating results will be    
largely dependent upon CERA's ability to retain the services of these           
individuals and to attract additional qualified personnel from a limited pool of
qualified candidates. CERA experiences intense competition in hiring and        
retaining professional personnel from, among others, other research firms,      
management consulting firms, and financial services companies. Many of these    
firms have substantially greater financial resources than CERA to attract and   
compensate qualified personnel. The loss of the services of key management and  
professional personnel or the inability to attract such personnel could have a  
material adverse effect on the CERA's business, financial condition, and results
of operations.                                                                  

        International Operations; Political and Economic Conditions in Foreign
        ----------------------------------------------------------------------
Jurisdictions.                                                
-------------                                                 

Revenues attributable to customers outside the United States  
represented approximately 30% and 33% of CERA's total revenues for the years    
ended June 30, 1996 and 1997, respectively. CERA expects that international     
revenues will continue to account for a substantial portion of total revenues   
and intends to continue to expand its international operations. Expansion into  
new geographic territories requires considerable management and financial       
resources and may negatively impact CERA's near-term results of operations. In  
addition, CERA's operating results are subject to the risks inherent in         
international sales, including political and economic conditions in various     
jurisdictions, tariffs and other barriers, longer accounts receivable collection
cycles, difficulties in protecting intellectual property rights in international
jurisdictions, changes in market demand as a result of exchange rate            
fluctuations, difficulties in staffing and managing foreign sales operations,   
and higher levels of taxation on foreign income than domestic income. There can 
be no assurance that such factors will not have a material adverse effect on    
CERA's business, financial condition, and results of operations.                

        Cyclical Industry Customer Base; Fluctuation of Revenues and Earnings.
       ---------------------------------------------------------------------

      CERA's research products and services target customers in the global
energy market. CERA's ability to attract and retain customers in this market is 
dependent on risks inherent in the global energy market. A decline in energy    
price volatility could result in reduced demand for CERA's products and         
services. Many of the end users of CERA's products typically experience cyclical
fluctuations in revenues and earnings. Accordingly, there can be no assurance   
that CERA will not experience declining revenues in the future.                 

Competition; Pricing Pressure; Loss of Market Share.          
---------------------------------------------------           

     CERA competes in the market for research products and services with
other independent providers of similar services including Petroleum Economics   
Limited, Petroleum Finance Company and PIRA Energy Group. Some of CERA's        
competitors have substantially greater financial, information-gathering, and    
marketing resources than CERA. In addition, CERA's indirect competitors include 
other information providers such as electronic and print publishing companies,  
survey-based general market research firms, brokerage firms and general business
consulting firms. CERA's indirect competitors may choose to compete directly    
against CERA in the future. In addition, there are relatively few barriers to   
entry into CERA's market and new competitors could readily seek to compete      
against CERA in one or more market segments addressed by CERA's products and    
services. Increased competition could adversely affect CERA's operating results 
through pricing pressure and loss of market share. There can be no assurance    
that CERA will be able to continue to compete successfully against existing or  
new competitors.                                                                

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Management of Growth; Lack of Technology Infrastructure.      
-------------------------------------------------------       

  Since inception, CERA has experienced substantial changes in its
operations as a result of the expansion and growth of CERA's business, which    
have placed significant demands on CERA's management, administrative,           
operational and financial resources. CERA's ability to manage growth, should it 
continue to occur, will require CERA to continue to implement and improve its   
operational, financial and management information systems and to motivate and   
effectively manage an evolving workforce. If CERA's management is unable to     
effectively manage a changing and growing business, the quality of CERA's       
products, its ability to retain key personnel and its results of operations     
could be materially adversely affected.                                         

Management of Planned Expansion.                              
-------------------------------                               

    Any significant expansion by CERA is expected to place a strain on
CERA's financial, operational and managerial resources. To manage its expansion,
CERA must continue to implement and improve its operations and financial systems
and to increase, train and manage its personnel. There can be no assurance that 
CERA's systems, procedures or controls currently in place will be adequate to   
support CERA's operations or that CERA will be able to implement additional     
systems successfully and in a timely manner if required. If CERA continues to   
grow, it will be required to expand its research staff, expand its sales and    
marketing force, recruit additional key management personnel, improve its       
operational and financial systems and train, motivate and manage additional     
employees. There can be no assurance that CERA will be able to manage these     
changes successfully. Any inability of CERA to manage its growth successfully   
could have a material adverse effect on CERA's business, financial condition and
results of operations.                                                          

Risks Associated With New Product Development.                
----------------------------------------------                

        CERA's future success will depend in part on its ability to develop or
acquire new products and services that address specific industry and business   
organization sectors, changes in client requirements and technological changes  
in the energy industry. The process of internally researching, developing,      
launching and gaining client acceptance of a new product or service, or         
assimilating and marketing an acquired product or service, is inherently risky  
and costly. There can be no assurance that its efforts to introduce new, or     
assimilate acquired, products or services, will be successful.                  

Pricing Strategy; Limitation on Potential CERA Market         
-----------------------------------------------------         

       CERA's pricing strategy, like those of its competitors, may limit the
potential market for CERA's services to substantial commercial and governmental 
users of its research products and applications and consulting services. As a   
result, CERA may be required to reduce prices for its services or to introduce  
new products with lower prices in order to expand its market share. These       
actions could have a material adverse effect on CERA's business and results of  
operations.                                                                     

Uncertainties Relating to Proprietary Rights.                 
---------------------------------------------                 

     CERA's success and ability to compete is dependent in part upon its
proprietary information and technology. CERA relies on a combination of         
copyright, trademark and trade secret laws, employee and third-party            
nondisclosure agreements and contractual provisions and other methods to protect
its proprietary information and technology. There can be no assurance that the  
measures taken by CERA to protect its proprietary information and technology    
will be adequate to prevent misappropriation or that others will not develop    
independently similar proprietary information or technology. Furthermore, there 
can be no assurance that competitors will not develop similar or superior       
proprietary information or technologies.                                        

   CERA licenses certain content from third parties. There can be no
assurance CERA will not be involved in expensive and time consuming litigation  
with respect to claims based on the third-party content that it distributes. Any
such litigation, whether or not resulting in a ruling requiring the payment of  
damages, could have a material adverse effect on CERA's business, financial     
condition and results of operations.                                            

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RISKS RELATING TO MGI                                                           

Risks Relating to MGI's Industry and Competition.             
------------------------------------------------              

MGI competes in the high-value-added segment of the financial 
information services industry against both well-established and smaller         
companies, some of which may have substantially greater resources than MGI and  
offer a broader array of services. Currently, MGI's primary competitors are MMS 
International, owned by McGraw-Hill, and Technical Data Corporation, owned by   
Thomson Corporation and a strategic partner of Dow Jones Markets, Inc. (formerly
known as Dow Jones Telerate, Inc., "DJM"). MGI distributes almost all of its    
services through screens provided by DJM, Bloomberg L.P. ("Bloomberg"), Bridge  
Information Systems, Inc. (formerly known as Knight-Ridder Financial, Inc.,     
"Bridge"), Reuters Limited ("Reuters"), ADP Financial Information Services, Inc.
("ADP") and Kabushiki Kaisha Quick ("Quick") (collectively, the "Vendor         
Distribution Firms"). Ongoing access by MGI to the Vendor Distribution Firms is 
critical to future performance.                                                 

   Competition is based on various factors, including the breadth of
coverage, availability of both fundamental and technical analyses, the frequency
and number of intra-day updates, the range, quality, timeliness and accuracy of 
information, the ability to filter, retrieve, manipulate and store information, 
the level of fees charged, customer service, the success of marketing and sales 
efforts and the subscribers' preference among the Vendor Distribution Firms.    
Currently, there are relatively few barriers to entry by new on-line service    
providers, although the lack of name recognition and access to the distribution 
network provided by the Vendor Distribution Firms may make entering the business
more difficult for potential competitors. The Vendor Distribution Firms also    
distribute numerous competing services, including their own or their affiliates'
proprietary services and the services offered by MGI's primary competitors.     

   Competition is expected to increase as technological advancements
improve the speed and reliability of delivery and retrieval of information      
supplied over the Internet, which could emerge as an inexpensive distribution   
alternative to the high-cost, proprietary networks offered by the Vendor        
Distribution Firms. At present, the relatively slow rate of transmission of data
over the Internet, questions about the reliability of Internet service          
providers' systems and concerns over the security and integrity of data         
delivered over the Internet serve as technological impediments to the           
effectiveness of the Internet as a distribution channel for services such as    
those provided by MGI. If technological advancements enabling faster, more      
reliable and secure delivery of digital data occur, the Internet could emerge as
a significant distribution channel for financial information, including         
high-value-added services such as those provided by MGI. Because access to the  
Internet is inexpensive and requires relatively inexpensive equipment and       
software, such technological advancements could allow the Internet to emerge as 
an alternative to the Vendor Distribution Firms and therefore reduce one of the 
most significant entry barriers to start-up--i.e., access to the Vendor         
Distribution Firms. While MGI is taking steps to respond to developments in     
Internet- related technologies and industries, there can be no assurance that   
increased competition resulting from the emergence of the Internet as an        
effective, low-cost distribution channel would not have a material adverse      
effect on MGI. See "Business of MGI--Competition."                              

  Effect of Changes in Economic or Market Conditions on Demand for
  ----------------------------------------------------------------
Services.                                                     
---------                                                     

    Changes in economic and market conditions may adversely affect the
demand for MGI's services and, therefore, revenue and profitability. Virtually  
all of MGI's revenue is derived from subscriptions, and the subscribers of MGI's
services are primarily the trading and sales desks of institutional participants
in the global financial markets. Consequently, a significant decrease in the    
volume of activity in the global financial markets resulting from general       

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economic factors or a decrease in the number of trading and sales desks in such 
institutional participants could affect materially the level of demand for MGI's
services, which in turn could lead to termination of subscriptions representing 
a material portion of MGI's revenues.                                           

Risks Associated with Loss of Key Personnel.                  
-------------------------------------------                   

    MGI's ability to conduct and expand its business is related to its
ability to hire and retain the highly qualified personnel needed to maintain and
enhance the presentation, quality and breadth of coverage of MGI's research     
services. MGI's key assets are the economists, market analysts and technical    
analysts who are responsible for the compilation, analysis and dissemination of 
MGI's financial information services on a daily, real-time basis. A loss of key 
personnel, particularly David D. Nixon, the President and Chief Executive       
Officer of MGI, Malcolm Cook, Anthony Napolitano and Lauretta Gell, each a      
Senior Vice President of MGI, and the senior analysts and managers responsible  
for MGI's major product lines, could have a material adverse effect on MGI. Each
of Messrs. Nixon, Cook and Napolitano and Ms. Gell have entered into employment 
agreements with MGI. See "Management--Employment Agreements."                   

Dependence on Technology; Third Party Proprietary Software    
----------------------------------------------------------    
Applications.                                                 
-------------                                                 

      MGI depends on computer equipment and software technology to provide
its services to its customers. MGI must continue to maintain and upgrade its    
equipment and software to remain competitive, adapt to technological            
developments in the distribution and presentation of electronic financial       
information and ensure the quality, delivery, timeliness and accuracy of its    
services. Generally, MGI's economists and analysts in its various offices       
prepare and transmit information and analyses over MGI's wide area network to   
MGI's central computer processing and data storage center in New York (the "Data
Center"), which packages that information in specific presentation formats and  
sends the final products to the Vendor Distribution Firms virtually             
instantaneously, which is a critical factor in providing real-time financial    
information. There can be no assurance that physical damage or other disruption 
to the Data Center through fire, flood or other event outside the control of MGI
would not have a material adverse effect on MGI.                                

    The Data Center runs on an operating system that uses, among other
software, certain source codes and proprietary software applications (the       
"Licensed Software") originally developed by Key Information Systems, Inc.      
("KIS") and licensed exclusively to MGI. MGI and KIS have entered into          
agreements covering the provision of services relating to the Data Center and   
the Licensed Software and certain option rights of MGI with respect to the      
Licensed Software. The services agreement between MGI and KIS will expire on    
December 31, 1997, and, after such date, such agreement may be terminated by    
either party upon 90 days' prior notice. MGI may replace the operating system   
for its Data Center and develop or procure new software applications to run on  
the new system. If MGI does not replace its existing operating system and the   
service agreement between KIS and MGI were to be terminated by KIS or KIS were  
not otherwise available to perform its duties under the service agreement, MGI  
would be required to secure a replacement vendor to perform such duties or      
acquire some other means of maintaining MGI's Data Center. There can be no      
assurance that an adequate replacement vendor could be timely located by MGI or 
that the termination of such service agreement would not have a material adverse
effect on MGI's business.                                                       

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Risks Associated With New Product Development.                
---------------------------------------------                 

       MGI's future success will depend in part on its ability to develop or
acquire new products and services that address specific industry and business   
organization sectors, changes in client requirements and technological changes  
in the financial markets. The process of internally researching, developing,    
launching and gaining client acceptance of a new product or service, or         
assimilating and marketing an acquired product or service, is inherently risky  
and costly. There can be no assurance that its efforts to introduce new, or     
assimilate acquired, products or services, will be successful.                  

Termination Provisions of Subscription Agreements.            
-------------------------------------------------             

Virtually all of MGI's revenues are derived from subscription 
agreements with its customers. Subscription agreements with U.S.-based customers
are generally made directly between those customers and MGI and may be either   
oral or written agreements. Oral agreements with U.S.-based clients are         
generally terminable upon ninety (90) days' notice without penalty. Written     
agreements, which represented approximately 18.7% of MGI's U.S. revenues in     
1996, typically have a one-year term but are not subject to early termination.  

         Non-U.S.-based clients subscribe by means of service agreements entered
into with the Vendor Distribution Firms, pursuant to which a subscriber can     
elect to subscribe for various optional services, including MGI's services. With
certain exceptions, such agreements are written and typically have one- or      
two-year terms that renew automatically unless the subscriber provides 90 days' 
prior notice of non-renewal.                                                    

Dependence on Dow Jones Telerate, Inc.; Risk of Termination.  
-----------------------------------------------------------   

   Historically, MGI provided its services, with limited exceptions,
exclusively through screens provided by DJM. In late 1993 MGI exercised its     
option under its contract with DJM to deliver its services on a non-exclusive   
basis through other Vendor Distribution Firms. Following MGI's exercise of its  
option under the DJM contract to distribute its services on a non-exclusive     
basis, the royalty fee payable to DJM thereunder increased substantially, which 
has required MGI to generate substantial incremental volume in order to offset  
that increase. See "MGI Management's Discussion and Analysis of Financial       
Condition and Results of Operations." MGI believes that its decision to         
distribute MGI's services an a non-exclusive basis will continue to enable MGI  
to generate such incremental volume, but there can be no assurance in this      
regard.                                                                         

        The agreement with DJM also provides that in the event of a "change of
control" of either party, the other party has the right to terminate the        
agreement upon at least 20 days' prior notice. A "change of control" is defined 
in the agreement as a change in the possession of the ultimate power to,        
directly or indirectly, direct or cause the direction of the management or the  
policies of such party, whether through the ownership of voting securities, by  
contract or otherwise. MGI does not believe that the Merger will constitute a   
change of control of MGI. Termination of MGI's agreement with DJM would have a  
material adverse impact on MGI's results of operations and financial condition. 

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  Significant International Operations; Impact of Foreign Laws and
  ----------------------------------------------------------------
Currency Fluctuations.                                        
---------------------                                         

    MGI provides services to institutional clients in 57 countries and
derived a substantial portion of its revenue in 1996 from the sale of its       
services in countries outside the United States. International operations       
generally are subject to various risks that are not present in domestic         
operations. Various foreign jurisdictions have laws and regulations that        
regulate MGI's business, which are in addition to U.S. federal and state        
regulation. Also, various foreign jurisdictions have laws limiting the right and
ability of foreign subsidiaries to pay dividends and remit earnings to          
affiliated companies unless specified conditions are met. Further, sales in     
foreign jurisdictions typically are made in local currencies, and transactions  
with foreign affiliates customarily are accounted for in foreign currencies. To 
the extent MGI does not take steps to mitigate the effect of changes in the     
relative value of the U.S. dollar and these foreign currencies, MGI's results of
operations and financial condition (which are reported in U.S. dollars) could be
affected adversely by negative changes in these relative values. MGI does not   
presently intend to take any steps to mitigate such effects of possible changes 
in the relative value of the U.S. dollar and these foreign currencies.          

Regulation.                                                   
----------                                                    

         MGI's business is subject to regulation under various federal and state
laws and regulations, as well as the laws and regulations of certain foreign    
jurisdictions where MGI or its subsidiaries have offices and/or where its       
services are sold. MCM and its subsidiary, McCarthy, Crisanti & Maffei, S.A.    
("MCM S.A."), are both registered commodity trading advisers with the           
Commodities Futures Trading Commission. In addition, MCM Asia Pacific Co., Ltd. 
("MCM Asia Pacific") has recently been advised by the Monetary Authority of     
Singapore that it will be required to register as a futures trading adviser and 
investment adviser in Singapore. These laws and regulations are primarily       
intended to benefit or protect MGI's clients and generally grant supervisory    
agencies and bodies broad administrative powers, including the power to limit or
restrict MGI's ability to carry on its business if it fails to comply with such 
laws and regulations. In such event, the possible sanctions that may be imposed 
include suspension of individual employees, limitations on engaging in certain  
types of business for specified periods of time, revocation of MCM's and MCM    
S.A.'s commodity trading adviser and other registrations, censures and fines,   
any of which could have a material adverse effect on MGI's business. MGI        
believes that it is currently in substantial compliance with all applicable laws
and regulations, other than the requirement to register in Singapore (which MGI 
is in the process of satisfying).                                               

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 THE MERGER AND THE EXCHANGE

       The following description summarizes the material terms of the Merger
and the Exchange. This description does not purport to be complete and is       
qualified in its entirety by reference to the Merger Agreement, a copy of which 
is set forth as Annex A to this Information Statement/Prospectus and is         
incorporated herein by reference. All holders of MGI Common Stock, Brera and    
Jordan are urged to read Annex A in its entirety.                               

GENERAL                                                                         

     This Information Statement/Prospectus serves as a Prospectus of the
Parent with respect to the Units to be issued pursuant to the proposed Merger to
the holders of MGI Common Stock, the Brera Options, the Jordan Options and the  
Units to be issued upon exercise of the Brera Options and the Jordan Options,   
which Prospectus is part of a Registration Statement on Form S-4 filed by the   
Parent with the Commission under the Securities Act.                            

      The Merger Agreement provides that Sub, a wholly owned subsidiary of
the Parent, shall merge with and into MGI. MGI shall be the surviving           
corporation of the Merger and as a result shall become a wholly owned subsidiary
of the Parent. MCM's existence will not be affected by the Merger and Exchange. 
Following the Merger, MGI shall continue to be governed by the laws of the State
of Delaware. At the time the Merger becomes effective, each share of MGI Common 
Stock (excluding treasury shares and shares held by stockholders who perfect    
their dissenters' rights) shall cease to be outstanding and shall be converted  
into the right to receive Units, as provided in the Merger Agreement.           

        On the day immediately preceding the Closing Date, MCM intends to make
the CERA Distribution Loan to CERA, and CERA will apply a portion of the        
proceeds from such loan, together with CERA's available cash, to the extent     
necessary, to make the CERA Cash Distribution, which will consist of a          
distribution to the CERA Stockholders in an aggregate amount equal to           
$21,510,000 and the purchase of a portion of the limited partnership interest of
CERA LP held by Goldman for a purchase price of $2,390,000.                     

    The Merger Agreement also provides that the CERA Stockholders will
exchange the shares of CERA Common Stock owned by them for Units, the right to  
receive the CERA Contingent Units and Contingent Options to purchase Units, and 
that Goldman will exchange the remaining limited partnership interest in CERA LP
owned by it after the CERA Cash Distribution for Units, the right to receive the
Goldman Contingent Units and a Contingent Option to purchase Units. As a result,
CERA will become a wholly owned subsidiary of the Parent. Following the         
Exchange, CERA shall continue to be governed by the laws of the Commonwealth of 
Massachusetts. Immediately upon completion of the Goldman Exchange, the Parent  
will transfer or cause to be transferred to CERA the limited partnership        
interest in CERA LP acquired from Goldman in the Goldman Exchange. Upon such    
transfer, CERA will become the sole partner of CERA LP and CERA LP will be      
dissolved by operation of law.                                                  

    The Merger Agreement also provides that promptly after the Closing
Date, the Parent will sell to CERA, and CERA will grant to the CERA Employees,  
pursuant to the CERA Unit Grant Plan, Units and rights to receive the CERA      
Employee Contingent Units. CERA will also grant options to purchase an aggregate
of 231,500 Units to certain employees of and consultants to CERA, pursuant to   
the CERA Option Plan. In addition, each Existing MGI Option shall automatically 
be converted into an equivalent option to purchase Units. On the Closing Date,  
MGI will also grant the Brera Options to Brera, and CERA will grant the Jordan  
Options to Jordan.                                                              

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       If all conditions to the obligations of the parties to consummate the
Merger and the Exchange are either satisfied or waived (as permitted), the      
Merger will be consummated. See "--Conditions to Obligations of the Parties." A 
copy of the Merger Agreement is set forth as Annex A of this Information        
Statement/Prospectus.                                                           

BACKGROUND OF THE MERGER AND THE EXCHANGE                                       

        During the summer of 1996, the Board of Directors of CERA directed its
financial advisor, Wm. Sword & Co. ("Sword"), to investigate corporate finance  
alternatives, including soliciting acquisition and business combination offers  
from several third parties. As a result of these efforts, CERA actively         
analyzed, with the assistance of Sword, several acquisition proposals for CERA, 
including a proposal for an equity investment in CERA, proposals for an outright
acquisition of CERA and a proposed transaction with MGI. As part of its strategy
to expand its business through identifying and developing opportunities to serve
new markets and launch new services, from time to time MGI has explored         
acquisitions of or strategic alliances with a number of companies whose         
businesses complemented those of MGI. During the fall of 1996, MGI was informed 
by Goldman Sachs that CERA was soliciting acquisition proposals, and MGI became 
interested in the opportunities to strengthen and extend both MGI's and CERA's  
existing businesses and to improve the ability of the combined companies to     
access the financial and equity markets.                                        

       CERA considered the strategic attractiveness of the proposals of each
of these third parties in areas including the structure and terms of the        
proposed consideration, the complimentary nature of each third party's business 
and the ability of each third party to expand CERA's customer base and          
strengthen its product offerings and product distribution methods.              

     Discussions between CERA and MGI were initiated by their respective
financial advisors during November and December of 1996 in an effort to explore 
the possibility of a strategic transaction between the two parties. On December 
2, 1996, representatives of CERA, MGI and Goldman Sachs met at the offices of   
CD&R to discuss the two companies, their financial results and the objectives of
their respective owners, and these parties met again on December 10, 1996 at the
offices of CD&R to discuss possible transaction structures and relative         
valuation criteria.                                                             

    On December 18, 1996, a meeting was held at the offices of CERA in
Cambridge, Massachusetts, at which Messrs. Yergin, Stanislaw, Rosenfield,       
Cribiore and McMahon discussed the business of CERA, specific ways in which CERA
could work with MGI and the ways in which a transaction structure might be      
developed that met the goals of all of the parties. Throughout the remainder of 
December 1996 and January 1997, the parties discussed the potential terms of a  
transaction, including the amount and nature of the consideration to be paid to 
the CERA Stockholders and Goldman for their interests in CERA and the general   
structure of and governance arrangements for the combined companies following   
the consummation of the transaction.                                            

         At a meeting on January 30, 1997, Sword reviewed with the CERA Board of
Directors proposals relating to possible business combinations that had been    
submitted to Sword, as CERA's financial advisor, from several investors,        
including MGI.                                                                  

       At meetings held at MGI's offices in New York City on February 10 and
February 21, 1997 and at CERA's offices in Cambridge on February 18, 1997,      
representatives of MGI and CERA and their respective financial advisors met to  
conduct financial and business due diligence and to discuss further the         
feasibility of a business combination of MGI and CERA.                          

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     At meetings held at CD&R's offices in New York City on February 25,
1997 and March 6, 1997 and in a number of telephone conferences during this     
period, the outline of the basic terms of a combination of MGI and CERA were    
negotiated and tentatively agreed upon, including the aggregate amount of cash  
consideration to be paid to the CERA Stockholders and Goldman, the percentage of
the equity in the combined companies to be initially allocated to them and the  
nature and aggregate amount of the contingent consideration that would be earned
upon the achievement by CERA of specified revenue growth rates. In arriving at  
these terms, the respective parties considered, among other factors, the        
historical and projected financial performance of MGI and CERA, including the   
growth rates of their respective revenues and earnings, and the amounts that had
been paid (as a multiple of revenues and earnings) for comparable companies.    

      At a meeting held on March 13, 1997 at the offices of MGI's New York
counsel, Debevoise & Plimpton, business, legal, tax, accounting and financial   
representatives of CERA and MGI met to discuss the parameters of a transaction  
and structural issues.                                                          

      At a meeting of the Board of Directors of MGI held on April 7, 1997,
the Board was advised of the status of the negotiations with CERA, and the      
potential benefits of the proposed transaction with CERA were discussed,        
including the opportunity to further expand MGI's client base through the       
cross-marketing of services and the leveraging of each company's familiarity    
with and expertise in specific markets, and the improved access to the financial
and equity markets that might result from a combination of the two companies.   
Mr. Yergin, who attended the meeting at the invitation of the Board, also       
reviewed for the Board the historical development of CERA's business and its    
current business strategies, operations and management structure.               

       At a CERA Board of Directors meeting on April 8, 1997, Sword reviewed
with the Board the status of the negotiations with MGI and the Board authorized 
management to proceed to negotiate a definitive transaction. Additional meetings
between representatives of MGI and CERA were held on April 11, May 14 and May 29
at the offices of Brera New York; in each case, specific elements of the        
proposed transaction were discussed and refined.                                

       Meetings with CERA and its legal advisors took place on May 16 at the
offices of Hale and Dorr LLP in Boston and meetings with MGI and its legal      
advisors took place on June 20 at the offices of Debevoise & Plimpton in New    
York City. Numerous telephone conferences among legal and financial             
representatives of each company also took place.                                

         In early May of 1997, draft documentation was circulated to the parties
by Debevoise & Plimpton, and during May, June and July, the parties negotiated  
and finalized the Plan of Merger and Exchange Agreement, Amended and Restated   
Limited Liability Company Agreement and related documentation.                  

       On July 30, 1997, the Boards of Directors of each of CERA and MGI met
in Cambridge and New York City, respectively, to review and approve the merger  
agreement. The Merger Agreement was executed by the parties on August 1, 1997.  

REASONS FOR THE MERGER AND THE EXCHANGE; FACTORS CONSIDERED BY THE BOARD OF     
DIRECTORS OF MGI                                                                

Factors Considered by MGI's Board.                            

         The Board of Directors of MGI has carefully considered the terms of the
Merger and the Exchange and believes that the Merger and the Exchange are in the
best interests of MGI and its stockholders. The MGI Board has approved the      
Merger and the related transactions, and believes that the Merger and the       
Exchange will enhance the values of the combined companies.                     

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     In reaching its decision, the Board considered a number of factors,
including the nature of CERA's business and the potential strategic advantages  
and growth opportunities presented by the proposed transactions; the amount and 
anticipated value of the consideration to be paid to the CERA Stockholders and  
Goldman (including the contingent portion); the multiple of CERA's historical   
and projected revenues and earnings before interest, taxes, depreciation and    
amortization ("EBITDA") represented by such consideration; the average revenue  
and EBITDA multiples represented by the consideration paid in other comparable  
merger transactions; the trading values of several public companies in the      
information services business; MGI's ability to support the increased leverage  
that will result from the financing of the Exchange; and the anticipated        
organizational structure of the combined companies and certain corporate        
governance arrangements (including the expected composition of each company's   
board of directors) following the consummation of the Merger and the Exchange.  
In view of the variety of factors considered in connection with its evaluation  
of the Merger and the Exchange, the MGI Board did not find it practicable to and
did not quantify or otherwise assign relative weights to the specific factors   
considered in reaching its determination. In addition, individual members of the
MGI Board may have given different weights to different factors.                

Benefits to the Combined Companies.                           

       The Board of Directors of MGI and the management of CERA believe that
the Merger and the Exchange will better position the combined companies to      
compete with larger information providers in the global marketplace served by   
both companies, by creating an organization with the critical mass and resources
necessary to sustain rapid growth and through the development of world-wide name
recognition for the combined companies that may further enhance the reputation  
of the individual businesses. The transactions may also improve the ability of  
the combined companies to access the financial and equity markets as a larger,  
more diversified and credit-worthy entity. The Transactions will also present   
each company with opportunities to further expand their respective worldwide    
client bases through the cross- marketing of services and the leveraging of each
company's familiarity with and expertise in specific markets. In addition,      
through the planned introduction of management at the Parent level to focus on  
and guide the strategic development of MGI's and CERA's respective businesses,  
the companies anticipate that they will be in a better position to manage their 
growth and drive expansion and acquisition initiatives.                         

Benefits to MGI.                                              

         The Board of Directors of MGI believes the Merger and the Exchange, and
the other transactions contemplated by the Merger Agreement, will position MGI  
to serve new markets and develop new products. In particular, MGI believes that 
affiliation with CERA will present MGI with opportunities to develop and offer  
electronically delivered information services, similar to the electronically    
delivered services currently provided by MGI, to existing CERA clients within a 
variety of energy industries, such as the electricity industry.                 

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Benefits to CERA.                                             

        Management of CERA believes the Merger and the Exchange, and the other
transactions contemplated by the Merger Agreement, will provide CERA with access
to sophisticated electronic distribution and delivery technology and methods and
will enable CERA to meet the expanding needs of its clients by bringing together
CERA's experience and expertise in the energy business with MCM's knowledge of  
economic and financial markets.                                                 

  Operation of MGI and CERA Following the Merger and the Exchange.

Following the Closing, MGI and CERA will each be wholly owned 
subsidiaries of the Parent and will continue to be operated as separate though  
affiliated businesses. As a result, although certain corporate services or      
assets (such as leased premises outside the United States) may be shared        
following the Closing Date, it is not expected that significant cost savings    
from the integration or elimination of overlapping operations will be realized  
from the Merger and the Exchange. Instead, the success of the Transactions will 
be dependent largely upon each company's ability to derive benefits from its    
affiliation with the other company and from the additional managerial attention 
at the Parent level that will be provided following the consummation of the     
Transactions. While the future operating results of MGI or CERA could be        
adversely affected by any significant diversion of attention by the applicable  
company's management to the development or operation of the businesses of the   
other company, the Parent intends to engage a chief executive officer at the    
Parent level following the Closing Date, who will be responsible for, among     
other matters, coordinating activities between the two companies. Although there
can be no assurance that the potential benefits of the Transactions will be     
either partially or fully realized, a failure to achieve these benefits would be
unlikely to have a material adverse impact on the financial position or results 
of operations of either company.                                                

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VALUATION OF CERA                                                               

    Houlihan Valuation Advisors ("Houlihan") has delivered a valuation
report, dated July 9, 1997 (the "Houlihan Report"), to MGI, with respect to CERA
LP. The Houlihan Report was commissioned by MGI and its representatives to      
determine the aggregate fair market value of the general and limited partnership
interests in CERA LP in order to assist MGI in analyzing the financial impact of
alternate transaction structures for the Merger and the Exchange. In the        
Houlihan Report, Houlihan concluded that as of June 26, 1997, based upon the    
valuation methodologies described below, the aggregate market value, on an      
enterprise basis, of 100% of the general and limited partnership interests in   
CERA LP was stated reasonably at $40 million.                                   

         Houlihan regularly provides securities valuation and corporate advisory
services to parties requiring an expert's opinion on pricing, structure,        
fairness or solvency in connection with mergers, acquisitions, buyouts,         
partnerships, employee stock ownership plans, intangible assets, corporate      
finance and other matters. Houlihan was selected by MGI, at the recommendation  
of CD&R, based upon Houlihan's national reputation as a valuation firm. Houlihan
had not previously provided valuation services to MGI or its affiliates.        

   In the Houlihan Report, Houlihan defined fair market value as the
amount at which interests would change hands between a willing buyer and a      
willing seller, each having reasonable knowledge of all relevant facts and      
neither being under any compulsion to act. Houlihan based its analysis upon     
information provided to it by CERA, Sword and other parties, including CERA's   
financial statements for the period of four fiscal years ended June 30, 1996 and
the nine months ended March 31, 1997, its pro forma financial statements for the
quarter ending June 30, 1997 and the fiscal years ending June 30, 1998 and 1999 
and other information with respect to CERA's historical and projected           
operations, financial condition and operating results. CERA LP's historical and 
projected financial information was adjusted to assume that employee bonuses    
were 30% of pre-bonus earnings, that no bonuses were paid to the CERA           
Stockholders and that CERA LP was taxed at a 40% corporate tax rate. In its     
report, Houlihan also assumed that the information provided to it was reasonably
complete and accurate and presented fairly the financial position, prospects and
related facts of CERA LP. Houlihan's conclusions in the Houlihan Report and its 
underlying analysis conformed to the appraisal guidelines enumerated in the     
Uniform Standards of Professional Appraisal Practice Standard 9 and in Revenue  
Ruling 59-60.                                                                   

In performing its valuation, Houlihan considered two valuation
methodologies: the market approach, including the guideline company method and  
the transaction method, and the income approach. In applying the market         
approach, Houlihan compared CERA to seven publicly traded companies that were   
deemed to be impacted by similar economic conditions and market factors and     
viewed as possible alternative investments by risk-averse investors. Houlihan   
analyzed the comparable companies' financial information as of March 31, 1997   
and used one month average stock prices, with June 26, 1997 as the last trading 
date. The Houlihan Report stated that the transaction method did not yield any  
useful value indications. In the Houlihan Report, Houlihan concluded that, using
the guideline company method, the value of the CERA LP partnership interests was
$39.5 million, and that, using the income approach, such value was $40 million. 

    The Houlihan Report is available for inspection and copying at the
principal offices of MCM, located at One Chase Manhattan Plaza, New York, New   
York, during regular business hours, by any interested stockholder of MGI or his
representative who has been so designated in writing.                           

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STRUCTURE AND TERMS OF THE MERGER AND THE EXCHANGE                              

General.                                                      

       Pursuant to the Merger Agreement, among other things, (a) Sub will be
merged with and into MGI, which will be the surviving corporation, and MGI will 
become a wholly owned subsidiary of the Parent, (b) the CERA Stockholders will  
exchange all of their shares of CERA Common Stock for Units, the right to       
receive additional Units upon the attainment of certain revenue growth rates by 
CERA and Contingent Options to purchase additional Units upon the attainment of 
certain revenue growth rates by CERA, and (c) Goldman will exchange the portion 
of the limited partnership interest in CERA LP owned by it after the CERA Cash  
Distribution for Units, the right to receive additional Units upon the          
attainment of certain revenue growth rates by CERA and a Contingent Option to   
purchase additional Units upon the attainment of certain revenue growth rates by
CERA. See Annex A, "The Limited Liability Company Agreement" and Annex B.       

    Upon consummation of the Merger, the CERA Exchange and the Goldman
Exchange,                                                                       

             (a) each outstanding share of MGI Common Stock (excluding
   treasury shares and shares held by stockholders who perfect their
dissenters' rights) shall cease to be outstanding and shall be
      converted into and exchanged for the right to receive 9.55555 Units,

             (b) the CERA Stockholders shall exchange each outstanding
        share of CERA Common Stock owned by them for (i) 5.17956 Units, (ii) a
    right to receive from 0.49875 up to 2.94851 CERA Contingent Units,
   (iii) a Contingent Option to purchase 0.37028 Units at a per Unit
exercise price equal to $34.53, and                           

                  (c) Goldman shall exchange its limited partnership interest in
        CERA LP after the CERA Cash Distribution for (i) 150,000 Units, (ii) a
      right to receive from 14,444 to 85,389 Goldman Contingent Units, and
 (iii) a Contingent Option to purchase 9,874 Units at a per Unit
exercise price equal to $34.53.                               

Immediately after the consummation of the Merger, the CERA Exchange and the     
Goldman Exchange, it is currently anticipated that a total of 4,731,835 Units   
will be outstanding. The number of Units to be issued in connection with the    
Merger and the Exchange and the other transactions contemplated by the Merger   
Agreement may be adjusted so that the per Unit value as of the Closing Date will
be equal to ten dollars.                                                        

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Terms of the Contingent Units and Contingent Options.         

       The Contingent Units shall be issued if, and only if, CERA achieves a
compound annual growth rate of revenue (excluding certain types of revenue) from
its current businesses (the "CERA CAGR") of at least 16% during the three-year  
period ending June 30, 2000 or, if (A) an acquisition of 50% or more of the     
voting power of the Parent's or CERA's outstanding voting equity interests, a   
merger, consolidation or similar combination in which 50% or more of the        
Parent's or CERA's outstanding voting equity interests are acquired, or a sale  
of all or substantially all of the assets of the Parent or CERA, in each case   
other than by or to persons or entities who were owners of the Parent's or      
CERA's equity interests, or affiliates of such owners, prior to such transaction
(each, a "Sale of the Parent or CERA"), (B) a distribution to holders of Units  
of all of the capital stock of CERA, or (C) an underwritten public offering of  
equity securities of the Parent or CERA (each, a "Termination Event") shall have
occurred prior to June 30, 2000, during the period from June 30, 1997 to shortly
before the closing of such Termination Event. In the event that the CERA CAGR   
for the applicable period shall be                                              

     (A) less than 16%, then the right to receive Contingent Units shall
terminate and no Contingent Units shall be issued,                              

  (B) at least 16%, then the holders of rights to receive the CERA
Contingent Units, Goldman and the holders of rights to receive the CERA Employee
Contingent Units shall receive an aggregate of 119,204 Units, 14,444 Units and  
10,291 Units, respectively,                                                     

  (C) at least 20%, then the holders of rights to receive the CERA
Contingent Units, Goldman and the holders of rights to receive the CERA Employee
Contingent Units shall receive an aggregate of 707,661 Units, 85,389 Units and  
60,840 Units, respectively, or                                                  

     (D) between 16% and 20%, then the holders of rights to receive CERA
Contingent Units, Goldman and the holders of rights to receive the CERA Employee
Contingent Units shall receive a pro rata portion of the number of Units such   
holders would have received had the CERA CAGR been 20%;                         

provided, that if a Termination Event occurs prior to June 30, 2000 that is (x) 
a Sale of the Parent or CERA, in which the aggregate value of the consideration 
paid for the equity interests in the Parent or CERA, as the case may be, is at  
least $225,000,000 in the case of the Parent, or at least $90,000,000 in the    
case of CERA, (y) a distribution to holders of Units of all of the capital stock
of CERA, in which the aggregate value of the capital stock of CERA at the time  
of such distribution is at least $90,000,000 (an event described in clause (x)  
above or this clause (y), a "Qualifying Sale"), or (z) an underwritten public   
offering of equity securities of the Parent or CERA, then the CERA CAGR shall be
deemed to be 20%.                                                               

        The CERA CAGR will be based on revenues from the businesses engaged in
by CERA on the date of the Merger Agreement (but excluding all revenues from the
advisory agreement with Goldman or any other agreement which (i) imposes an     
exclusivity obligation on CERA or (ii) provides for compensation of CERA in the 
form of contingent transaction fees), determined in accordance with generally   
accepted accounting principles. See Annex A.                                    

    If a CERA Employee's employment with CERA is terminated, such CERA
Employee's right to receive CERA Employee Contingent Units shall also terminate 
and, under certain circumstances, such CERA Employee may be entitled to receive 
a cash payment in lieu of receiving such Units.                                 

       Contingent Options shall become exercisable if, and only if, (i) CERA
achieves a CERA CAGR of at least 20% during the three-year period ending June   
30, 2000, and (ii) no Termination Event shall have occurred prior to June 30,   
2000. Contingent Options shall remain exercisable for five years after the date 
such options became exercisable. If a Termination Event occurs prior to June 30,
2000, Contingent Options shall not be exercisable for any Units and all         
Contingent Options shall terminate as of the date of the closing of such        
Termination Event.                                                              

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         The rights to receive Contingent Units and the Contingent Options to be
issued to the CERA Stockholders and the CERA Employees shall be transferable    
only (i) by will or the laws of descent or distribution upon the death of a CERA
Stockholder or CERA Employee who is a natural person, (ii) in the case of a CERA
Employee of a CERA Stockholder who is a natural person, to a trust the only     
actual beneficiaries under which are such CERA Employee or CERA Stockholder     
and/or one or more of such CERA Employee's or CERA Stockholder's brothers and   
sisters (whether by whole or half blood), spouse, ancestors and lineal          
descendants and (iii) in the case of a CERA Stockholder that is a trust, to the 
beneficiaries of such trust). The right to receive Contingent Units and the     
Contingent Option to be issued to Goldman shall not be transferable.            

Certain Transactions After the Merger and the Exchange.       

       On the Closing Date, MGI will grant the Brera Options to Brera or its
designees, which will entitle Brera or such designees to purchase an aggregate  
of 33,444 Units at an exercise price of $23.55 per Unit, and CERA will grant the
Jordan Options to Jordan, which will entitle Jordan to purchase 11,132 Units at 
an exercise price of $23.55 per Unit.                                           

      Promptly after the Closing Date, the Parent will sell to CERA, for a
purchase price per Unit equal to the value of a Unit on the Closing Date (as    
defined herein) as determined pursuant to the Merger Agreement, and CERA will   
grant to the CERA Employees, pursuant to the CERA Unit Grant Plan, (i) an       
aggregate of 106,875 Units and (ii) rights to receive an aggregate of from      
10,291 to 60,840 CERA Employee Contingent Units. After the grant of such 106,875
Units to the CERA Employees, it is currently anticipated that a total of        
4,838,710 Units will be outstanding.                                            

        CERA will also pay to the CERA Employees, within thirty days after the
due date for filing the U.S. federal income tax return of CERA for each taxable 
year ending after the Closing Date during which any deduction with respect to   
the distribution of Units to such employees pursuant to the CERA Unit Grant Plan
is actually utilized by CERA for U.S. federal income tax purposes, an aggregate 
amount equal to the amount of any such deduction so utilized by CERA during such
taxable year multiplied by the highest corporate tax rate applicable for federal
income tax purposes for such taxable year.                                      

       After consummation of the Merger and the Exchange and the issuance of
Units to the CERA Employees, and assuming the exercise of all Contingent Options
and the receipt of all CERA Contingent Units, all Goldman Contingent Units and  
all CERA Employee Contingent Units, it is currently anticipated that a total of 
5,791,344 Units will be outstanding.                                            

  Promptly after the Closing Date, CERA will also grant options to
purchase an aggregate of 231,500 Units, at an exercise price of $18.31 per Unit,
to certain employees of or consultants to CERA pursuant to the CERA Option      
Plan. In addition, each outstanding Existing MGI Option shall automatically be  
converted into an equivalent option to purchase 9.55555 Units from MGI at an    
exercise price of either $10.47 per Unit or $15.03 per Unit. As a result,       
Existing MGI Options to purchase an aggregate of 867,912 Units will be          
outstanding after such conversion.                                              

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ACCOUNTING TREATMENT                                                            

        The Merger will be accounted for at historical cost because the merged
entities were under common control. The Exchange will be accounted for under    
the purchase method of accounting.                                              

EFFECTIVE TIME                                                                  

    If all required consents and approvals are obtained, and the other
conditions to the obligations of the parties to consummate the Merger and the   
Exchange are either satisfied or waived (as permitted), the Merger will be      
consummated and will become effective on the date and at the time that a        
Certificate of Merger, reflecting the Merger, is filed with the Secretary of    
State of the State of Delaware, the CERA Exchange will be consummated and will  
become effective on the date and at the time that the CERA Stockholders exchange
their shares of CERA Common Stock and the Goldman Exchange will be consummated  
and will become effective on the date and at the time that Goldman exchanges its
limited partnership interest in CERA LP. See "--Conditions to Obligations of the
Parties."                                                                       

PROCEDURE FOR EXCHANGE OF CERTIFICATES                                          

    The Merger Agreement provides that, after the Effective Time, each
holder of an MGI Stock Certificate or MGI Stock Certificates who surrenders such
certificate or certificates, together with a completed and signed MGI Holder    
Information Form (a copy of which has been enclosed with this Information       
Statement/Prospectus), to the Exchange Agent will be entitled to receive a Unit 
Certificate or Unit Certificates represented the Units into which such holder's 
shares of MGI Common Stock shall have been converted in the Merger. The Parent  
currently intends to appoint MGI as the Exchange Agent. Substantially all of the
MGI Stock Certificates currently are held by the MGI Bailee pursuant to the MGI 
Bailment Agreement. Each holder of share of MGI Common Stock who wants to MGI   
Bailee to surrender such holder's MGI Stock Certificates to the Exchange Agent  
on such holder's behalf must complete, execute and deliver to the MGI Bailee a  
Holder Information Form and a Letter of Instruction (a copy of which has been   
enclosed with this Information Statement/Prospectus), which will authorize the  
MGI Bailee to so surrender the applicable MGI Stock Certificates. Promptly after
the receipt of such documents, the MGI Bailee will deliver the applicable MGI   
Stock Certificates and Holder Information Forms to the Exchange Agent.          

        If any issuance of Units in exchange for shares of MGI Common Stock is
to be made to a person or entity other than the MGI stockholder in whose name   
such shares of MGI Common Stock are registered at the Effective Time, it will be
a condition to such exchange that the applicable MGI Stock Certificate          
surrendered to the Exchange Agent be properly endorsed or accompanied by an     
appropriate instrument of transfer and that the MGI stockholder requesting such 
issuance either pay any transfer or other tax required or establish to the      
satisfaction of the Parent that such tax has been paid or is not payable.       

     Pursuant to the LLC Agreement, all of the Unit Certificates will be
required to be held by the Unit Bailee under the Unit Bailment Agreement.       
Accordingly, the Unit Certificates to be issued in the name of those former     
holders of MGI Common Stock whose MGI Stock Certificates, together with         
completed and signed Holder Information Forms, shall have been surrendered to   
the Exchange Agent shall be delivered to the Unit Bailee in accordance with the 
Unit Bailment Agreement. The Unit Bailee will hold such Unit Certificates for   
safekeeping in a safe deposit box at a financial institution chosen by the Unit 
Bailee, and each such former holder of MGI Common Stock will receive a receipt  
from the Unit Bailee for the applicable Unit Certificate and a photocopy of such
Certificate. See "The Limited Liability Company Agreement--The Units--Bailment  
Agreement."                                                                     

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     After the Effective Time, there will be no further transfers of MGI
Common Stock on the stock transfer books of MGI. If an MGI Stock Certificate is 
presented for transfer, it will be cancelled and, subject to the receipt of a   
completed and signed MGI Holder Information Form and any other required         
documentation, a Unit Certificate representing the appropriate number of Units  
will be issued in exchange therefor. After the Effective Time and until         
surrendered to the Exchange Agent, MGI Stock Certificates will be deemed for all
purposes, other than the payment of distributions, to evidence ownership of the 
number of full Units into which the shares of the MGI Common Stock formerly     
represented thereby were converted at the Effective Time. No distributions, if  
any, payable to holders of Units will be paid to the holders of MGI Stock       
Certificates until such certificates are surrendered. Upon surrender of each    
such MGI Stock Certificate, all distributions that, after the Effective Time,   
shall have become payable with respect to the applicable Units will be paid to  
the holder of the Units issued in exchange for such MGI Stock Certificate,      
without interest.                                                               

FEDERAL INCOME TAX CONSIDERATIONS                                               

  MGI has received an opinion (the "Tax Opinion") from Debevoise &
Plimpton, special counsel to MGI ("Tax Counsel"), to the effect that, to the    
extent the following summary contains statements or conclusions of law, the     
summary sets forth the principal anticipated United States federal income tax   
consequences of the receipt of Units in exchange for MGI Common Stock (or the   
receipt of cash by holders of MGI Common Stock exercising appraisal rights) and 
the ownership and disposition of such Units by holders of MGI Common Stock who  
receive Units pursuant to the Merger (the "MGI Unitholders"). The Tax Opinion is
based in part upon facts described in the Registration Statement of which this  
Information Statement/Prospectus is a part and upon facts that MGI and the      
Parent have represented to Tax Counsel. Any alteration of such facts could      
adversely affect the Tax Opinion rendered.                                      

       Neither MGI nor the Parent has applied, and neither intends to apply,
for a ruling from the Internal Revenue Service (the "IRS") concerning any of the
matters set forth in the following summary. Unlike a ruling from the IRS, an    
opinion of counsel has no binding effect on the IRS. The authorities on which   
this summary is based are subject to various interpretations, and there can be  
no assurance that the IRS will not challenge the conclusions set forth in this  
summary or that such conclusions would be sustained by a court if challenged by 
the IRS.                                                                        

     This summary is based on the United States Internal Revenue Code of
1986, as amended (the "Code"), existing and proposed Treasury regulations       
promulgated thereunder (the "Treasury Regulations") and administrative and      
judicial interpretations thereof, all as of the date hereof and all of which are
subject to change, possibly on a retroactive basis.                             

       This summary is for general information only and does not address the
tax consequences to any holders of Units other than the MGI Unitholders. The tax
treatment of a particular holder of MGI Common Stock may vary depending on the  
holder's particular situation. This summary does not address all the tax        
consequences that may be relevant to a particular holder or to holders who may  
be subject to special tax treatment(such as those who received their MGI Common 
Stock in connection with the performance of services, banks and other financial 
institutions, real estate investment trusts, regulated investment companies,    
insurance companies, tax-exempt organizations, dealers in securities, foreign   
corporations, foreign partnerships, other foreign entities and individuals who  
are not citizens or residents of the United States). In addition, this summary  
does not include any description of the tax laws of any state, local or foreign 
government that may be applicable to a particular holder of MGI Common Stock.   

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         HOLDERS OF MGI COMMON STOCK ARE URGED TO CONSULT THEIR OWN TAX ADVISORS
WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE RECEIPT OF UNITS 
IN EXCHANGE FOR MGI COMMON STOCK PURSUANT TO THE MERGER (OR THE RECEIPT OF CASH 
BY HOLDERS OF MGI COMMON STOCK EXERCISING APPRAISAL RIGHTS) AND THE OWNERSHIP   
AND DISPOSITION OF SUCH UNITS, INCLUDING THE TAX CONSEQUENCES UNDER STATE,      
LOCAL, FOREIGN AND OTHER UNITED STATES FEDERAL TAX LAWS AND THE POSSIBLE EFFECTS
OF CHANGES IN TAX LAWS.                                                         

Classification Of Parent.                                     

         Under the provisions of the LLC Agreement, the Parent will not elect to
be treated as an association taxable as a corporation for federal income tax    
purposes. Accordingly, the Parent will be classified as a partnership for       
federal income tax purposes unless it is a "publicly traded partnership". The   
LLC Agreement contains certain restrictions on transfers of Units and other     
limitations that are applicable until the IPO Date (as defined below), which are
designed to prevent the Parent's being treated as a publicly traded partnership.
Although it is not expected that the Parent will be treated as a publicly traded
partnership, because determination of such status will depend in large part upon
facts existing in the future, there can be no assurance that such               
characterization will not occur, and Tax Counsel cannot provide an opinion on   
this issue. If the Parent were treated as a publicly traded partnership, it     
would be classified as an association taxable as a corporation, rather than as a
partnership, for federal income tax purposes.                                   

        This summary is based generally on the assumption that the Parent will
be classified as a partnership for federal income tax purposes. See "--Ownership
of Units-- If Parent Classified as Association Taxable as Corporation" for a    
description of certain federal income tax consequences of the Parent's being    
classified as an association taxable as a corporation for federal income tax    
purposes.                                                                       

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Receipt Of Units In Exchange For MGI Common Stock.            

   Sub was formed for the sole purposes of effectuating the Parent's
acquisition of all of the outstanding MGI Common Stock and has conducted no     
activities other than those required for the Merger. Accordingly, the existence 
of Sub should be disregarded for federal income tax purposes, and the Parent    
should be treated as acquiring all of the outstanding MGI Common Stock directly 
from the MGI Unitholders in exchange for Units.                                 

      Assuming that the existence of Sub is so disregarded, the conversion
of MGI Common Stock into Units, and the conversion of common stock of Sub into  
common stock of MGI as the surviving corporation, in each case pursuant to the  
Merger, will be treated as a contribution of such MGI Common Stock by the MGI   
Unitholders to the Parent in exchange for such Units.                           

  Accordingly, for federal income tax purposes, in general, an MGI
Unitholder will not recognize gain or loss upon the receipt of Units in exchange
for MGI Common Stock pursuant to the Merger (the "Merger Exchange"). If,        
however, any MGI Unitholder were to receive a related direct or indirect        
transfer of cash or other property from the Parent, the Merger Exchange and such
transfer could be recharacterized as a taxable sale or exchange of the holder's 
MGI Common Stock under section 707(a)(2)(B) of the Code. Management of the      
Parent does not anticipate that the Parent will make any transfer of cash or    
other property to any MGI Unitholder that would be treated as directly or       
indirectly related to the Merger Exchange. Because the determination of whether 
there has been such a related direct or indirect transfer will depend in large  
part upon facts existing in the future, there can be no assurance that such a   
transfer will not occur, and Tax Counsel cannot provide an opinion on this      
issue.                                                                          

      If an MGI Unitholder does not recognize any gain or loss for federal
income tax purposes upon the receipt of Units in exchange for MGI Common Stock  
pursuant to the Merger Exchange, the initial tax basis of such Units will be    
equal to the holder's adjusted tax basis in such MGI Common Stock at the time of
the Merger Exchange. See "--Ownership of Units--Adjusted Tax Basis of Units" for
a discussion of adjustments to the tax basis of Units. If such MGI Common Stock 
is a capital asset in the hands of the holder at the time of the Merger         
Exchange, the holding period for such Units will include the holder's holding   
period for such MGI Common Stock.                                               

Receipt Of Cash By Holders Exercising Appraisal Rights.       

     For federal income tax purposes, any holder of MGI Common Stock who
exercises appraisal rights under the DGCL and receives cash equal to the fair   
value of such MGI Common Stock from MGI as the surviving corporation will be    
treated as having had such MGI Common Stock redeemed by MGI. If the holder      
exercises appraisal rights for all of the MGI Common Stock actually and         
constructively owned, the holder will be treated as having sold such MGI Common 
Stock in exchange for the cash received. If the holder exercises appraisal      
rights for only a part of the MGI Common Stock actually and constructively      
owned, the holder will be treated either as having sold such MGI Common Stock in
exchange for the cash received or as having received the cash as a distribution 
possibly taxable as a dividend, depending on whether or not the holder meets    
certain requirements set forth in section 302 of the Code.                      

Ownership Of Units.                                           

         Allocation of Parent's Income, Gain, Loss, Deduction and Credit. If the
Parent is classified as a partnership for federal income tax purposes (see      
"--Classification of Parent"), the Parent will not be subject to federal income 
tax. Instead, each MGI Unitholder will be required to take into account, in     
computing the holder's own taxable income, the holder's distributive share of   
the Parent's items of income, gain, loss, deduction and credit for each of the  
Parent's taxable years that end within or with the taxable year of the holder.  
Pursuant to the provisions of the LLC Agreement, the taxable year of the Parent 
will end on December 31 of each year. The character of such items of income,    
gain, loss, deduction and credit in the hands of each MGI Unitholder will be    
determined as if each such item were realized directly from the source from     
which realized by the Parent or incurred in the same manner as incurred by the  
Parent.                                                                         

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      Since the activities of the Parent are expected to be limited to the
holding of the MGI Common Stock and the CERA Common Stock, the only types of    
income and loss that the Parent is expected to realize are dividend income from 
actual or constructive dividend distributions from MGI or CERA, if any, and gain
or loss, if any, upon the sale or other disposition of the MGI Common Stock or  
the CERA Common Stock, which is expected to be treated as capital gain or loss. 

      In any given taxable year, an MGI Unitholder's distributive share of
the Parent's income and gains net of the holder's distributive share of the     
Parent's losses and deductions could exceed the amount of cash or other         
property, if any, distributed to the holder during such taxable year.           
Accordingly, an MGI Unitholder could be required to pay federal income tax on   
amounts not actually distributed.                                               

   Each MGI Unitholder's distributive share of the Parent's items of
income, gain, loss, deduction and credit for federal income tax purposes will   
generally be determined in accordance with the provisions of the LLC Agreement. 
The LLC Agreement provides that, except for items with respect to any property  
contributed to the capital of the Parent by a holder of Units, such items will  
be allocated, to the extent permitted under the Code and the Treasury           
Regulations, among the holders of Units in accordance with the respective number
of Units owned (and, in the case of items arising out of certain sales or other 
dispositions with respect to which certain holders may be treated as owning     
Contingent Units, the number of Contingent Units deemed owned). Under section   
706(d) of the Code, if in any taxable year there is a change in any MGI         
Unitholder's number of Units owned, the holder's distributive share must take   
into account the varying numbers of Units held by each holder of Units during   
such taxable year.                                                              

       The LLC Agreement provides that, in accordance with section 704(c) of
the Code and the Treasury Regulations, items of income, gain, loss, deduction   
and credit with respect to any property contributed to the capital of the Parent
by a holder of Units (which would include the MGI Common Stock received pursuant
to the Merger Exchange) will be allocated, for federal income tax purposes,     
among the holders of Units so as to take into account any variation between the 
holder's adjusted tax basis in such property at the time of its contribution and
its initial book value as reflected on the books and records of the Parent. (See
also "--Ownership of Units--Distributions by Parent".) The LLC Agreement sets   
forth the method for allocating such items among the holders of Units. The LLC  
Agreement further provides that the initial book value of the MGI Common Stock  
received by the Parent pursuant to the Merger will be equal to the number of    
Units received in exchange therefor multiplied by the value per Unit as of the  
date of the Merger.                                                             

        Management of the Parent believes that the allocations of the Parent's
items of income, gain, loss, deduction and credit provided for under the LLC    
Agreement should be respected in all material respects under the Code and the   
Treasury Regulations. Because determination of such allocations will depend in  
large part upon facts existing in the future, there can be no assurance that    
such allocations will be so respected, and Tax Counsel cannot provide an opinion
on this issue.                                                                  

         The LLC Agreement provides that the Parent will use its reasonable best
efforts to send, no later than 60 days after the end of each taxable year, to   
each person who held Units at any time during such taxable year, a schedule     
showing such person's distributive share of the Parent's items of income, gain, 
loss, deduction and credit and such additional information as may be necessary  
for the filing of such person's federal income tax return, including the        
Schedule K-1 for such person filed with the IRS with the Parent's federal income
tax return. Under section 6222 of the Code, each MGI Unitholder will be required
to treat each such item in a manner that is consistent with the treatment of    
such item on the Parent's return or to file with the holder's own federal income
tax return a statement identifying each inconsistency.                          

    Under section 704(d) of the Code, an MGI Unitholder's distributive
share of any loss of the Parent will be allowed as a deduction only to the      
extent of the adjusted tax basis of the holder's Units at the end of the        
Parent's taxable year in which the loss occurred (see "--Ownership of           
Units--Adjusted Tax Basis of Units"). Any excess of such loss over such basis   
will be carried over and allowed as a deduction when the holder has sufficient  
basis to deduct such excess.                                                    

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         Distributions by the Parent. In general, if the Parent is classified as
a partnership for federal income tax purposes (see "--Classification of         
Parent"), an MGI Unitholder who receives a distribution from the Parent will not
recognize gain upon the distribution, except to the extent that the sum of any  
cash distributed and any decrease in the holder's share of the Parent's         
liabilities under section 752 of the Code exceeds the adjusted tax basis of the 
holder's Units immediately before the distribution (see "--Ownership of         
Units--Adjusted Tax Basis of Units"). Under certain circumstances, the          
distribution of "marketable securities" is treated as a distribution of cash    
under section 731(c) of the Code. An MGI Unitholder who receives a distribution 
from the Parent will not recognize loss upon the distribution, except that upon 
a distribution in complete redemption of the holder's Units where no property   
other than cash, unrealized receivables and inventory (within the meaning of    
section 751 of the Code) are distributed to the holder, the holder will         
recognize loss to the extent of the excess of the adjusted tax basis of the     
holder's Units immediately before the distribution over the sum of any cash     
distributed, any decrease in the holder's share of the Parent's liabilities     
under section 752 of the Code and the adjusted tax basis of any unrealized      
receivables and any inventory distributed. Management of the Parent does not    
expect the Parent to have any unrealized receivables or inventory. Any gain or  
loss recognized will be treated as gain or loss from the sale or exchange of the
holder's Units (see "--Disposition of Units").                                  

        Certain exceptions to the general rule that an MGI Unitholder will not
recognize gain or loss upon a distribution from the Parent exist. If a holder   
were to perform services for the Parent or transfer property to the Parent, and 
if the distribution were treated as directly or indirectly related to such      
performance of services or such transfer of property, then the amount           
distributed could be recharacterized as having been paid as compensation for    
such services or in exchange for such property under section 707(a)(2)(A) of the
Code.                                                                           

         In addition, if a holder contributes any property to the capital of the
Parent (which would include the MGI Common Stock received pursuant to the Merger
Exchange), and the holder's adjusted tax basis in such property at the time of  
its contribution is not equal to its initial book value as reflected on the     
books and records of the Parent (see "--Ownership of Units--Allocation of       
Parent's Income, Gain, Loss, Deduction and Credit"), then (i) under section     
704(c)(1)(B) of the Code, the holder may recognize gain or loss if the Parent   
distributes the contributed property to one or more other holders of Units      
within 7 years of the date of contribution, and (ii) under section 737 of the   
Code, the holder may recognize gain (but not loss) if the Parent distributes    
other property to the holder within 7 years of the date of contribution.        

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Adjusted Tax Basis of Units. If the Parent is classified as a 
partnership for federal income tax purposes (see "--Classification of Parent"), 
the adjusted tax basis of the Units in the hands of an MGI Unitholder will equal
the initial tax basis of such Units (see "--Receipt of Units in Exchange for MGI
Common Stock"), (i) increased by any additional cash or the adjusted tax basis  
of any additional property contributed to the Parent by the holder (including   
any increase in the holder's share of the Parent's liabilities under section 752
of the Code) and the sum of the holder's distributive share of the Parent's     
income and gains and any income of the Parent that is exempt from tax, and (ii) 
decreased by any distributions made to the holder by the Parent (including any  
decrease in the holder's share of the Parent's liabilities under section 752 of 
the Code, except for any such decrease occurring in connection with the         
disposition of Units) and the sum of the holder's distributive share of the     
Parent's losses and deductions and any expenditures of the Parent that are      
neither deductible nor properly capitalizable. Management of the Parent does not
expect the Parent to have any significant liabilities.                          

         If the Parent Were Classified as Association Taxable as Corporation. If
the Parent were classified as an association taxable as a corporation for       
federal income tax purposes (see "--Classification of Parent"), the Parent would
be subject to federal income tax at the rates applicable to corporations. As a  
result, the Parent's items of income, gain, loss, deduction and credit would be 
reflected only on its own tax return. The MGI Unitholders would not be required 
to take such items into account in computing the holders' own taxable income,   
and neither such items nor the liabilities of the Parent would affect the tax   
basis of the Units. Instead, the holders of Units would be taxable in the same  
manner as shareholders of a corporation. In general, an MGI Unitholder receiving
a distribution from the Parent would recognize ordinary dividend income to the  
extent of the Parent's current and accumulated earnings and profits.            
Distributions in excess of the Parent's current and accumulated earnings and    
profits would first be treated as a nontaxable return of capital to the extent  
of the adjusted tax basis of the holder's Units and then as gain from the sale  
or exchange of the Units. The imposition of tax on the Parent would reduce the  
amount of distributions that could be made to the holders of Units.             

Disposition Of Units.                                         

       An MGI Unitholder will recognize gain or loss on the sale or exchange
of Units equal to the difference between the amount realized (which will include
any decrease in the holder's share of the Parent's liabilities under section 752
of the Code if the Parent is classified as a partnership for federal income tax 
purposes (see "-- Classification of Parent")) and the adjusted tax basis of the 
holder's Units disposed of. See "--Ownership of Units-- Adjusted Tax Basis of   
Units; --If the Parent Were Classified as Association Taxable as Corporation".  

         If the Units are a capital asset in the hands of the holder at the time
of the sale or exchange, the gain or loss will be treated as capital gain or    
loss, except, if the Parent is classified as a partnership for federal income   
tax purposes (see "--Classification of Parent"), to the extent attributable to  
unrealized receivables or inventory of the Parent, within the meaning of section
751 of the Code. Management of the Parent does not expect the Parent to have any
unrealized receivables or inventory. Such capital gain or loss will be treated  
as long-term capital gain or loss if the holding period for such Units is more  
than one year. In the case of a holder who is an individual, the rate of tax    
applicable to any such gain will be reduced if the holding period for such Units
is more than 18 months.                                                         

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MANAGEMENT AND OPERATIONS AFTER THE MERGER AND THE EXCHANGE                     

     After the Merger and the Exchange, MGI and CERA will each be wholly
owned subsidiaries of the Parent and will continue to be operated on a          
stand-alone basis. MCM's existence will not be affected by the Merger and       
Exchange. MGI shall continue to be governed by the laws of the State of         
Delaware. As part of the Merger, MGI's existing Certificate of Incorporation    
will be amended in its entirety to read as set forth in Exhibit G to the Merger 
Agreement. Following the Merger, MGI shall operate in accordance with the       
By-laws of Sub as in effect immediately prior to the Effective Time, except that
certain amendments thereto will be effected in connection with the Merger and   
the Exchange. CERA shall continue to be governed by the laws of the Commonwealth
of Massachusetts and shall operate in accordance with its Articles of           
Organization and By-laws as in effect on the date of the Merger Agreement until 
otherwise amended or repealed after the Effective Time, except that certain     
amendments thereto will be effected in connection with the Merger and the       
Exchange.                                                                       

   In connection with the Merger and the Exchange, Messrs. Cribiore,
McMahon, Gogel, Nixon, Yergin and Stanislaw and up to seven additional directors
will be named to the Board of Directors of the Parent at the time of or shortly 
after the consummation of the Merger and the Exchange. In addition, Messrs.     
Cribiore and Yergin will be appointed Chairman and Vice-Chairman, respectively, 
of the Board of Directors of the Parent. The LLC Agreement provides for an      
executive committee of the Board of Directors of the Parent which, during the   
intervals between meetings of the Board, generally will have the powers and     
authority of the Board in the management of the Parent. Upon consummation of the
Merger and the Exchange, such executive committee shall be composed of Messrs.  
Cribiore, Yergin, Nixon and such other directors as may be designated by the    
Board. The persons named as directors of the Parent will also be required to be 
named as the directors of CERA and MGI. See "Management."                       

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INTERESTS OF CERTAIN PERSONS IN THE MERGER AND THE EXCHANGE; CONFLICTS OF       
INTEREST                                                                        

MGI.                                                          

        Certain directors of MGI have interests in the Merger and the Exchange
that present them with potential conflicts of interest. In connection with the  
Merger and the Exchange, Messrs. Cribiore, McMahon, Gogel, and Nixon will       
continue to be directors of the Parent and Mr. Nixon also will be named as a    
director of the Parent. In addition, Mr. Nixon will continue to be the          
President and Chief Executive Officer of MGI. Pursuant to his existing          
employment agreement with MGI, in his capacity as such President and Chief      
Executive Officer, Mr. Nixon receives a base salary of $        and other       
customary benefits.                                                             

CD&R.                                                         

     CD&R, the manager of C&D Fund IV, provides managerial and financial
advisory services to MGI, and, after the Merger and the Exchange, will also     
provide such services to CERA, pursuant to a Consulting Agreement, dated as of  
August 31, 1996 (as amended, the "Consulting Agreement"), among CD&R, MGI, MCM  
and, after the Merger and the Exchange, CERA. Under the Consulting Agreement,   
CD&R is entitled to receive an annual fee of $150,000, together with            
reimbursement of out-of-pocket expenses. CD&R will not be paid any additional   
amounts in respect of the Merger and the Exchange. Mr. Gogel is President and a 
principal of CD&R and a general partner of the general partner of CD&R Fund IV. 

Brera.                                                        

    Pursuant to the Cribiore Services Agreement, in exchange for a fee
equal to the sum of the amount of any management fee paid to CD&R under the     
Consulting Agreement (for so long as Mr. Cribiore serves as the Chairman of the 
Board of each of MGI and MCM) and certain other amounts, Brera has been         
providing the services of Mr. Cribiore to assist CD&R in providing managerial   
and financial advisory services pursuant to the Consulting Agreement, among     
others things. Brera has made and may continue to make other employees,         
including Mr. McMahon, available to assist Mr. Cribiore in providing such       
services. In addition to the assistance provided pursuant to the Cribiore       
Services Agreement, Brera has provided financial advisory services to MGI with  
respect to the structuring and negotiation of the Merger, the Exchange and      
related transactions, including the financing thereof and certain executive     
compensation arrangements. The Brera Options will be granted to Brera in return 
for such financial advisory services. Mr. Cribiore is managing principal of     
Brera, and Mr. McMahon is a principal of Brera.                                 

CERA.                                                         

         Certain directors of CERA have interests in the Merger and the Exchange
that present them with potential conflicts of interest. Mr. David Leuschen, a   
director of CERA until June 1997, is an employee of Goldman. In connection with 
the Merger and the Exchange, Messrs. Yergin, Rosenfield and Stanislaw (and      
affiliated trusts) will each receive Units, a right to receive CERA Contingent  
Units, Contingent Options, and a pro rata portion of the CERA Cash              
Distribution. In addition, Messrs. Yergin, Rosenfield and Stanislaw will enter  
into employment agreements with CERA, pursuant to which they will receive a     
base salary of $265,000, $255,000 and $255,000 per year, respectively. Further, 
Messrs. Yergin and Stanislaw will be named as directors of the Parent after the 
Merger and the Exchange. Finally, Jordan, a director of CERA until June 1997,   
will receive the Jordan Options.                                                

Goldman.                                                      

     Goldman Sachs, an affiliate of Goldman, provided financial advisory
services to MGI in respect of the transactions contemplated by the Merger       
Agreement, for which Goldman Sachs will receive a fee of $750,000 on the        
Closing Date. Additionally, Goldman owns a limited partnership interest in CERA 
LP which is the subject of the Goldman Exchange described herein. In the        
Goldman Exchange, Goldman will receive Units, the right to receive the Goldman  
Contingent Units and Contingent Options. In addition, a portion of the limited  
partnership interest in CERA LP owned by Goldman will be purchased by CERA as   
part of the CERA Cash Distribution for a purchase price of $2.39 million. CERA  

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and Goldman are also parties to an agreement, which by its terms expired on     
October 31, 1997, pursuant to which CERA provided certain advisory services to  
Goldman. CERA and Goldman are currently discussing the terms upon which CERA    
may provide services to Goldman in the future. Consistent with standard         
practices in the investment banking industry, Goldman Sachs implemented ethical 
procedures in connection with its advisory services to MGI, including ensuring  
that persons assigned to advice MGI did not include persons who were            
simultaneously involved in either the management of Goldman's ownership interest
in CERA LP or in the purchase of advisory services from CERA under the contract 
referred to above and appropriately segregating information received in         
connection with the Transactions.                                               

Jordan.                                                       

         Mr. Jordan, a director of CERA until June 1997, was retained by CERA in
1993 to assist CERA in its review of potential strategic partners. In           
connection with his engagement, Mr. Jordan assisted CERA by preparing materials 
to be delivered to potential strategic partners, consulted with senior          
management of CERA, and advised CERA regarding negotiations with third parties. 
Pursuant to a consulting agreement, Mr. Jordan received $35,000 in 1996 for such
services. In addition, CERA agreed to pay Mr. Jordan a fee in respect of the    
transactions contemplated by the Merger Agreement. In lieu of such payment, Mr. 
Jordan has agreed to accept the Jordan Options. See "Management -- Certain      
Relationships and Related Transactions."                                        

    As of the date of the Merger Agreement, MGI's directors, executive
officers, certain entities affiliated with MGI's directors and executive        
officers and C&D Fund IV in the aggregate held, directly or indirectly, 306,438 
shares of MGI Common Stock or approximately 88% of the shares of MGI Common     
Stock outstanding as of such date, and CERA's directors, executive officers,    
certain entities affiliated with CERA's directors and executive officers in the 
aggregate held, directly or indirectly, 235,850 shares of CERA Common Stock or  
approximately 98% of the shares of CERA Common Stock outstanding as of such     
date.                                                                           

CONDITIONS TO OBLIGATIONS OF THE PARTIES                                        

       Conditions to the Obligations of MGI, the CERA Stockholders, Goldman,
the Parent and Sub. The respective obligations of MGI, the CERA Stockholders,   
Goldman, the Parent and Sub to consummate the Merger and the Exchange is subject
to the satisfaction or waiver of the following conditions at or prior to the    
Closing Date: (i) the waiting period applicable to the consummation of the      
Merger and the Exchange under the HSR Act has expired or been terminated, (ii)  
all consents, approvals, authorizations, waivers, permits, licenses, grants,    
exemptions or orders of, or registrations, declarations or filings with, any    
nation or government, any state or other political subdivision thereof (a       
"Consent"), including, without limitation, any governmental agency, department, 
commission or instrumentality of the United States, any state of the United     
States or any political subdivision thereof, or any stock exchange or           
self-regulatory agency or authority (a "Governmental Authority"), required to be
made or obtained by any party to the Merger Agreement or any of their respective
Affiliates (as defined in the Merger Agreement) in connection with the execution
and delivery of the Merger Agreement or the consummation of the transactions    
contemplated by the Merger Agreement have been made or obtained, other than, in 
the case of any such consent solely in connection with the CERA Roll-up, where  
the failure to make or obtain any such consent would not have and would not     
reasonably be expected to have a materially adverse effect on the business,     
financial condition, results of operations or properties of CERA and CERA LP,   
taken as a whole (a "CERA Material Adverse Effect"), (iii) consummation of the  
transactions contemplated by the Merger Agreement has not been restrained,      
enjoined or otherwise prohibited by all applicable provisions of (x) any        
statute, law, rule, administrative code, regulation or ordinance of any         
Governmental Authority, (y) any Consent of, with or to any Governmental         
Authority and (z) any outstanding order, judgment, injunction, award, decree or 
writ (each, an "Order") of any Governmental Authority (collectively, "Applicable
Law") (except, in the case of any such prohibition solely because of the CERA   
Roll-up, for any such prohibition that would not, and would not reasonably be   
expected to, have a CERA Material Adverse Effect), no action, proceeding brought
by any Governmental Authority is pending on the Closing Date before any court or
other Governmental Authority to restrain, enjoin or otherwise prevent the       
consummation of the transactions contemplated by the Merger Agreement, no court 
or                                                                              

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other Governmental Authority has determined any Applicable Law making illegal   
the consummation of the transactions contemplated by the Merger Agreement to be 
applicable to the Merger Agreement and no proceeding brought by any Governmental
Authority with respect to the application of any such Applicable Law is pending,
(iv) the Registration Statement, of which this Information Statement/Prospectus 
is a part, has been declared effective, no stop order suspending the            
effectiveness of such Registration Statement has been entered and no proceedings
for that purpose will have been initiated by the Commission, (v) the CERA       
Distribution Loan and the CERA Cash Distribution has been made, and (vi) the LLC
Agreement, substantially in the form of Exhibit I to the Merger Agreement, has  
been executed and delivered.                                                    

 Additional Conditions to the Obligations of MGI and the Parent.

       In addition, the obligations of MGI, the Parent and Sub to consummate
the Merger and the Exchange are also subject to the satisfaction or waiver of   
the following conditions at or prior to the Closing Date: (i) the               
representations and warranties set forth in Sections 2.1, 2.2 and 2.3 of the    
Merger Agreement (A) are true and correct at and as of the date of the Merger   
Agreement, provided that if any such representation or warranty shall not have  
been true and correct at and as of the date of the Merger Agreement, the CERA   
Stockholders and Goldman, upon written notice to MGI delivered not later than   
three business days prior to the scheduled Closing Date, shall have until thirty
days after the date on which the closing of the transactions contemplated by the
Merger Agreement would otherwise have been required to have occur pursuant to   
Section 1.1.2 of the Merger Agreement to cure such breach in all respects in the
case of any representation and warranty qualified by material adverse effect,   
and in any other case, to cure such breach in all material respects, or         
otherwise in a manner reasonably satisfactory to MGI, (B) in the case of Section
2.1 of the Merger Agreement, are true and correct at and as of the Closing Date 
as though made at and as of the Closing Date, except where the aggregate effect 
of the failure of such representations and warranties to be true and correct has
not had and would not reasonably be expected to have a CERA Material Adverse    
Effect, and (C) in the case of Sections 2.2 and 2.3 of the Merger Agreement, are
true and correct in all material respects at and as of the Closing Date as      
though made at and as of the Closing Date, provided in each case that the       
accuracy of any specific representation or warranty that by its terms speaks    
only as of the date of the Merger Agreement or another date prior to the Closing
Date shall be determined solely as of the date of the Merger Agreement or such  
other date, as the case may be, (ii) the CERA Stockholders and Goldman have duly
performed and complied in all material respects with all agreements and         
conditions required by the Merger Agreement to be performed or complied with by 
them prior to or on the Closing Date, (iii) the CERA Stockholders and Goldman   
have delivered to MGI, the Parent and Sub a certificate or certificates, dated  
the Closing Date and signed by each of them, with respect to the conditions set 
forth in Section 4.2.1(a) and 4.2.2 of the Merger Agreement, (iv) no event,     
occurrence, fact, condition, change, development or effect has occurred or come 
to exist since the date of the Merger Agreement that, individually or in the    
aggregate, has had or resulted in, or would be reasonably likely to have or     
result in, a CERA Material Adverse Effect, (v) each of the Founding Stockholders
has executed and delivered an employment agreement, substantially in the form of
Exhibit J to the Merger Agreement, (vi) CERA has become a party to the          
Consulting Agreement, and that certain Indemnification Agreement, dated as of   
August 31, 1996, among MGI, MCM, CD&R and C&D Fund IV, pursuant to an agreement 
or agreements in form and substance reasonably satisfactory to MGI, (vii) MGI,  
the Parent and Sub have received favorable opinions, addressed to each of them  
and dated the Closing Date and in form and substance reasonably satisfactory to 
MGI and its counsel, from Hale and Dorr LLP, special counsel to the CERA        
Stockholders, and from counsel to Goldman, (viii) MGI shall have received from  
each CERA Stockholder and Goldman an affidavit pursuant to Section 3.1.6 and    
Section 3.3.2 of the Merger Agreement, (ix) the CERA Stockholders and Goldman   
have received certain third party consents and approvals to or of the execution,
delivery and performance of the Merger Agreement or the transactions            
contemplated thereby, except for certain consents or approvals the failure of   
which to be made or obtained, individually and in the aggregate, would not have 
a CERA Material Adverse Effect and would not adversely affect the ability of any
of the CERA Stockholders to perform their obligations under the Merger          
Agreement, (x) MGI has                                                          

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caused MCM to obtain funds at least in the amount contemplated in the Merger    
Agreement to finance the CERA Distribution Loan, on such terms as are           
satisfactory to MGI in its reasonable judgment, (xi) such directors of CERA have
resigned, and such other persons have been appointed as directors of CERA, such 
that, effective simultaneously with the closing of the transactions contemplated
by the Merger Agreement, the board of directors of CERA is the same as the board
of directors of the Parent, (xii) each of the CERA Stockholders and Goldman     
shall have executed and delivered an information form in accordance with Section
1.1.2(a) and (b) of the Merger Agreement, (xiii) the Founding Stockholders and  
CERA shall have executed and delivered an agreement, satisfactory to MGI,       
pursuant to which CERA shall agree to assign to the applicable Founding         
Stockholder all copyrights to any book authored by such Founding Stockholder in 
the course of his employment with CERA and each of the Founding Stockholders    
shall agree that CERA shall receive all of the economic benefits of all such    
books, (xiv) the articles of organization and the by-laws of CERA shall have    
been amended as necessary to contain the same provisions as contained in the LLC
Agreement in respect of supermajority board voting provisions and board         
composition, (xv) at or prior to the Closing Date, the CERA Stockholders shall  
cause the $1,750,000 line of credit to CERA LP from Cambridge Trust Company, as 
in effect on the date of the Merger Agreement, and any related agreements,      
documents, financing statements, instruments or arrangements, to be terminated  
and all amounts due and payable thereunder to be paid in full, and (xvi) all    
proceedings of the CERA Stockholders, CERA and Goldman that are required in     
connection with the transactions contemplated by the Merger Agreement, and all  
documents and instruments incident thereto, shall be reasonably satisfactory to 
MGI and its counsel, and MGI and such counsel shall have received all such      
documents and instruments, or copies thereof, certified if requested, as may be 
reasonably requested.                                                           

       Additional Conditions to the Obligations of the CERA Stockholders and
Goldman.                                                                        

      In addition, the obligations of the CERA Stockholders and Goldman to
consummate the Merger and the Exchange are also subject to the satisfaction or  
waiver of the following conditions at or prior to the Closing Date: (i) the     
representations and warranties set forth in Sections 2.4 and 2.5 of the Merger  
Agreement (A) are true and correct at and as of the date of the Merger          
Agreement, provided that if any such representation or warranty shall not have  
been true and correct at and as of the date of the Merger Agreement, MGI, upon  
written notice to the Founding Stockholders delivered not later than three      
business days prior to the scheduled Closing Date, shall have until thirty days 
after the date on which the closing of the transactions contemplated by the     
Merger Agreement would otherwise have been required to have occur pursuant to   
Section 1.1.2 of the Merger Agreement to cure such breach in all respects in the
case of any representation and warranty qualified by material adverse effect,   
and in any other case, to cure such breach in all material respects, or         
otherwise in a manner reasonably satisfactory to the Founding Stockholders, (B) 
in the case of Section 2.4 of the Merger Agreement, are true and correct at and 
as of the Closing Date as though made at and as of the Closing Date, except     
where the aggregate effect of the failure of such representations and warranties
to be true and correct has not had and would not reasonably be expected to have 
a materially adverse effect on the business, financial condition, results of    
operations or properties of MGI, taken as a whole (an "MGI Material Adverse     
Effect"), and (C) in the case of Section 2.5 of the Merger Agreement, are true  
and correct in all material respects at and as of the Closing Date as though    
made at and as of the Closing Date, provided in each case that the accuracy of  
any specific representation or warranty that by its terms speaks only as of the 
date of the Merger Agreement or another date prior to the Closing Date shall be 
determined solely as of the date of the Merger Agreement or such other date, as 
the case may be, (ii) MGI, the Parent and Sub have duly performed and complied  
in all material respects with all agreements and conditions required by the     
Merger Agreement to be performed or complied with by them prior to or on the    
Closing Date, (iii) the Parent, MGI and Sub have delivered to the CERA          
Stockholders and Goldman a certificate or certificates, dated the               

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Closing Date and signed by each of them, with respect to the conditions set     
forth in Section 4.3.1(a) and 4.3.2 of the Merger Agreement, (iv) no event,     
occurrence, fact, condition, change, development or effect has occurred or come 
to exist since the date of the Merger Agreement that, individually or in the    
aggregate, has had or resulted in, or would be reasonably likely to have or     
result in, an MGI Material Adverse Effect, (v) the CERA Stockholders and Goldman
have received favorable opinions, addressed to each of them and dated the       
Closing Date and in form and substance reasonably satisfactory to the Founding  
Stockholders and their counsel, from General Counsel of MGI, Debevoise &        
Plimpton, special counsel to MGI, and Richards, Layton & Finger, special        
Delaware counsel to the Parent, (vi) MGI has received certain third party       
consents and approvals to of or the execution, delivery and performance of the  
Merger Agreement or the transactions contemplated thereby, except for certain   
consents or approvals the failure of which to be made or obtained, individually 
and in the aggregate, would not have an MGI Material Adverse Effect and would   
not adversely affect the ability of MGI to perform its obligations under the    
Merger Agreement, (vii) such directors of MGI and MCM have resigned, and such   
other persons have been appointed as directors of MGI and CERA, such that,      
effective simultaneously with the closing of the transactions contemplated by   
the Merger Agreement, the board of directors of MGI and MCM are the same as the 
board of directors of the Parent, (viii) the certificates of incorporation and  
the by-laws of MGI and MCM shall have been amended as necessary to contain the  
same provisions as contained in the LLC Agreement in respect of supermajority   
board voting provisions and board composition, and (ix) all proceedings of MGI, 
the Parent and Sub that are required in connection with the transactions        
contemplated by the Merger Agreement, and all documents and instruments incident
thereto, shall be reasonably satisfactory to the Founding Stockholders and their
counsel, and the Founding Stockholders and such counsel have received all such  
documents and instruments, or copies thereof, certified if requested, as may be 
reasonably requested.                                                           

      No assurances can be provided as to when or if all of the conditions
precedent to the Merger and the Exchange can or will be satisfied or waived by  
the appropriate parties. As of the date of this Information                     
Statement/Prospectus, the parties know of no reason to believe that any of the  
conditions set forth above will not be satisfied.                               

      The conditions to consummation of the Merger and the Exchange may be
waived, in whole or in part, to the extent permissible under applicable law, by 
the party for whose benefit the condition has been imposed, without the approval
of the stockholders of MGI.                                                     

AMENDMENT, WAIVER AND TERMINATION                                               

         The Merger Agreement may be terminated at any time prior to the Closing
Date: (a) by the written agreement of the Founding Stockholders and MGI; (b) by 
MGI, on the one hand, or the Founding Stockholders, on the other hand, by       
written notice to the other after 5:00 p.m., New York City time, on November 30,
1997 if the Closing Date shall not have occurred by such date (unless the       
failure of the Closing Date to occur shall be due to, in the case of any        
termination by MGI, any material breach of the Merger Agreement by MGI, the     
Parent or Sub or, in the case of any termination by the Founding Stockholders,  
any material breach of the Merger Agreement by the CERA Stockholders or         
Goldman), unless such date is extended by the mutual written consent of MGI and 
the Founding Stockholders; (c) by MGI if there has been a breach on the part of 
the CERA Stockholders or Goldman of any of their covenants set forth in the     
Merger Agreement, or any failure on the part of the CERA Stockholders or Goldman
to perform their obligations under the Merger Agreement (provided that MGI, the 
Parent and Sub shall have performed and complied with, in all material respects,
all agreements and covenants required by the Merger Agreement to have been      
performed or complied with by them) prior to such time, such that, in any such  
case, any of the conditions to the effectiveness of the Merger and the Exchange 
set forth in Section 4.1 or 4.2 of the Merger Agreement could not (including    
without limitation through the use of diligent efforts to cure such breaches or 
failure) be satisfied on or prior to November 30, 1997; or (d) by any of the    
Founding Stockholders, if there has been a breach on the part of MGI, the Parent
or Sub of any of their covenants set forth in the Merger Agreement, or any      
failure on the part of MGI, the Parent or Sub to perform their obligations under
the Merger Agreement (provided that the CERA Stockholders and Goldman shall have
performed and complied with, in all material respects, all agreements and       
covenants required by the Merger Agreement to have been performed or complied   
with by them) prior to such time, such that, in any such case, any of the       
conditions to the effectiveness of the Merger and the Exchange set              

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forth in Sections 4.1 or 4.3 of the Merger Agreement could not (including       
without limitation through the use of diligent efforts to cure such breaches or 
failure) be satisfied on or prior to November 30, 1997.                         

      In the event of the termination of the Merger Agreement as described
above, the Merger Agreement shall become void and have no effect, without any   
liability to any person in respect of the Merger Agreement or of the            
transactions contemplated by the Merger Agreement on the part of any party to   
the Merger Agreement, or any of its directors, officers, employees, agents,     
consultants, representatives, advisers, stockholders, partners or affiliates,   
except for any liability resulting from any party's breach of the Merger        
Agreement. See "The Merger and the Exchange--Expenses and Fees."                

COVENANTS PENDING THE MERGER AND THE EXCHANGE                                   

Operation of CERA's Business.                                 

      From the date of the Merger Agreement to the Closing Date, except as
expressly contemplated by the Merger Agreement or the transactions contemplated 
thereby, or as consented to by MGI, the CERA Stockholders and Goldman will cause
CERA and CERA LP to: (a) carry on their respective businesses in the ordinary   
course consistent with past practices, and use all commercially reasonable      
efforts to preserve intact their respective present business organizations, keep
available the services of their officers and key employees and preserve their   
relationships with clients and others having material business dealings with    
either of them, except to the extent that the failure to do so would not, and   
would not reasonably be expected to, result in a material change, after the date
of the Merger Agreement, in the business, financial condition, results of       
operations or properties of CERA and CERA LP, taken as a whole (a "CERA Material
Change"); (b) in the case of CERA, not amend its articles of incorporation,     
by-laws or other organizational documents, and, in the case of CERA LP, not     
amend its certificate of limited partnership, limited partnership agreement or  
other organizational documents; (c) (x) not declare, set aside or pay any       
dividends on, or make any other distributions in respect of, any shares of its  
capital stock in the case of CERA and any of its partnership interests in the   
case of CERA LP, or otherwise make any payments to the CERA Stockholders,       
Goldman or the employees of CERA or CERA LP, other than (i) as expressly        
provided in the Merger Agreement, (ii) pursuant to the CERA Cash Distribution,  
(iii) the payment to employees of CERA or CERA LP, in their capacities as such, 
of their respective base salaries and other benefits and expense reimbursements 
(but expressly excluding bonuses and other incentive compensation), in each such
case, in the ordinary course of business consistent with past practices,        
provided that CERA and CERA LP shall be entitled to increase such base salaries 
or base compensation and/or other benefits and expense reimbursements, in an    
amount not to exceed $20,000 in the case of any individual or $750,000 in the   
aggregate, (iv) (A) cash bonuses to employees of CERA or CERA LP in an aggregate
amount not to exceed $3.9 million or (B) signing bonuses in an amount in the    
case of any individual not to exceed $50,000, (v) dividends and other           
distributions, in an aggregate amount not to exceed $50,000, by CERA LP to CERA 
to enable CERA, to pay its liabilities and (vi) dividends and other             
distributions in an aggregate amount not to exceed the sum of $195,800 and 44%  
of the amount of CERA LP's taxable income for the period July 1, 1997 through   
the Closing Date to allow the partners of CERA LP to pay their tax liabilities  
with respect to the taxable income of CERA LP or (y) not, other than pursuant to
the CERA Cash Distribution, purchase, redeem or otherwise acquire any shares of 
capital stock of CERA or partnership interests in CERA LP or any other          
securities thereof or any rights, warrants or options to acquire any such       
shares, partnership interests or other securities; (d) not issue, deliver, sell,
pledge, dispose of or otherwise encumber any shares of the capital stock of     
CERA, partnership interests in CERA LP or other securities (including, without  
limitation, any rights, warrants or options to acquire any securities); (e)     
other than the CERA Distribution Loan and borrowings in the ordinary course     
under the $1,750,000 line of credit extended to CERA LP by Cambridge Trust      
Company (as in effect on the date of the Merger Agreement), not incur any       
indebtedness for borrowed money or guarantee any such indebtedness for borrowed 
money or guarantee any such indebtedness or issue or sell any debt securities or
guarantee any debt securities of others, or make loans, advances or capital     
contributions to, or investments in, any other person or entity; (f) not acquire
or agree to acquire, by merging or consolidating with, by purchasing a          
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business or any corporation, partnership, company, association or other business
organization or division thereof; (g) not make or incur any capital expenditure 
or expenditures which, individually, is in excess of $100,000 or, in the        
aggregate, are in excess of $300,000; (h) (i) not enter into or amend any       
employment or consulting agreement or arrangement providing for cash            
compensation in excess of $125,000 per year or any retention, severance, change 
in control or similar agreement or arrangement with, (ii) not establish or amend
any employee or consultant compensation or benefit plan or practice that is     
material to CERA and CERA LP, taken as a whole, and maintained for the benefit  
of, and (iii) other than as permitted by the Merger Agreement, not pay or accrue
any bonus or deferred compensation for or in respect of, any current or former  
director, officer or employee of CERA or CERA LP, in each case in any material  
respect, and in the case of clauses (i) and (ii), other than in the ordinary    
course of business consistent with past practices, and other than any such      
amendment to a CERA benefit plan that is made to maintain the qualified status  
of such CERA benefit plan or its continued compliance with applicable law; (i)  
not make any change in accounting practices or policies applied in the          
preparation of their respective financial statements except as required by      
generally accepted accounting principles; (j) other than, in respect of certain 
employment-related or similar agreements, as permitted by the Merger Agreement, 
(x) not modify in any material respect certain agreements, contracts or         
commitments or (y) not enter into certain types of agreements, contracts or     
commitments that would have been required to be listed in connection with       
Section 2.1.8 of the Merger Agreement (or any other agreement, contract or      
commitment with a client) if in existence on the date of the Merger Agreement,  
other than in the ordinary course of business consistent with past practices,   
provided that CERA and CERA LP shall be entitled to enter into, outside of the  
ordinary course of business, such agreements, contracts and commitments of the  
type described in this clause (y), after consultation with the Chairman of MGI, 
if entering into such agreements, contracts and commitments, individually and in
the aggregate, would not, and would not reasonably be expected to, result in a  
CERA Material Change; and (k) not agree or commit to do any of the foregoing    
referred to in clauses (a) - (j) above.                                         

Operation of MGI's Business.                                  

      From the date of the Merger Agreement to the Closing Date, except as
expressly contemplated by the Merger Agreement or the transactions contemplated 
thereby, or as consented to by the Founding Stockholders, MGI will, and will    
cause each of its subsidiaries to: (a) carry on their respective businesses in  
the ordinary course consistent with past practices, and use all commercially    
reasonable efforts to preserve intact their respective present business         
organizations, keep available the services of their officers and key employees  
and preserve their relationships with clients and others having material        
business dealings with them, except to the extent that failure to do so would   
not, and would not reasonably be expected to, result in a material change, after
the date of the Merger Agreement, in the business, financial condition, results 
of operations or properties of MGI, taken as a whole (an "MGI Material Change");
(b) in the case of MGI, not amend its certificate of incorporation, by-laws or  
other organizational documents; (c) with respect to MGI only, (x) not declare,  
set aside or pay any dividends on, or make any other distributions in respect   
of, any of its capital stock, or (y) other than pursuant to any MGI Management  
Stock Subscription Agreement or any agreement governing any Existing MGI Option,
not purchase, redeem or otherwise acquire any shares of capital stock of MGI or 
any other securities thereof or any rights, warrants or options to acquire any  
such shares or other securities; (d) other than pursuant to any Existing MGI    
Option, not issue, deliver, sell, pledge, dispose of or otherwise encumber any  
shares of the capital stock of MGI or other securities (including, without      
limitation, any rights, warrants or options to acquire any securities) of MGI;  
(e) other than amounts to be borrowed by MCM in connection with the CERA        
Distribution Loan and the other transactions contemplated by the Merger         
Agreement and other than indebtedness to MGI or any of its subsidiaries, not    
incur any indebtedness for borrowed money or guarantee any such indebtedness or 
issue or sell any debt securities or guarantee any debt securities of others;   
(f) not acquire or agree to acquire, by merging or consolidating with, by       
purchasing a substantial portion of the assets of or equity in, or by any other 
manner, any business or any corporation, partnership, company, association or   
other business organization or division thereof; (g) not make or incur any      
capital expenditure or expenditures which, individually, is in excess of        
$100,000 or, in the aggregate, are in excess of $300,000; (h) not make any      
change in accounting practices                                                  

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or policies applied in the preparation of their respective financial statements 
except as required by generally accepted accounting principles; (i) (x) not     
modify in any material respect certain agreements, contracts or commitments, and
(y) not enter into any agreement, contract or commitment of the type that would 
have been required to be listed in connection with Section 2.4.11 of the Merger 
Agreement (other than any agreement, contract or commitment with a customer) if 
in existence on the date of the Merger Agreement, other than in the ordinary    
course of business consistent with past practices, provided that MGI shall be   
entitled to enter into, outside of the ordinary course of business, agreements, 
contracts and commitments of the type described in clause (y), after            
consultation with Mr. Yergin, if entering into such agreements, contracts and   
commitments, individually and in the aggregate, would not, and would not        
reasonably be expected to, result in an MGI Material Change; and (j) not agree  
to commit to do any of the foregoing referred to in clauses (a) - (i) above.    

CERA Cash Distribution.                                       

     MGI agreed to cause MCM to make the CERA Distribution Loan to CERA,
subject to MCM being able to obtain the necessary financing to fund such loan,  
on the day immediately preceding the Closing Date, pursuant to a loan agreement 
substantially in the form and substance reasonably satisfactory to MGI and CERA,
which shall provide that CERA will be required to make cash payments in respect 
of principal or interest thereunder prior to June 30, 2000 only to the extent   
such payments are required to be made by the board of directors of the Parent.  
Each of the CERA Stockholders agreed to cause CERA to apply the proceeds from   
the CERA Distribution Loan, immediately upon the receipt thereof, to pay the    
CERA Cash Distribution. Each of the CERA Stockholders released CERA and its     
directors and officers from all actions and liabilities arising out of the CERA 
Cash Distribution.                                                              

Access and Information.                                       

From the date of the Merger Agreement to the Closing Date, the
Stockholders will, and will cause CERA and CERA LP to, give to MGI, the Parent  
and Sub and MGI's, the Parent's and Sub's accountants, counsel and other        
representatives reasonable access during normal business hours to such of CERA  
and CERA LP's offices, properties, books, contracts, commitments, reports and   
records relating to CERA or CERA LP, and to furnish them or provide them with   
access to all such documents, financial data, records and information with      
respect to the properties and businesses of CERA or CERA LP, as MGI or the      
Parent shall from time to time reasonably request. In addition, from the date of
the Merger Agreement to the Closing Date, the Stockholders will, and will cause 
CERA and CERA LP to, permit MGI, the Parent or Sub and MGI's, the Parent's or   
Sub's accountants, counsel and other representatives reasonable access to such  
personnel of CERA and CERA LP during normal business hours as may be reasonably 
requested by MGI, the Parent or Sub in its review of the properties of CERA and 
CERA LP, the business affairs of CERA and CERA LP and the above-mentioned       
documents and records. MGI has similarly agreed to permit CERA, CERA's          
accountants, counsel and other representatives access to MGI's offices and to   
such personnel of MGI, and to furnish them or provide them with access to       
information with respect to the business of MGI, as may be reasonably requested.

Financial Information.                                        

     From the date of the Merger Agreement to the Closing Date, the CERA
Stockholders will cause CERA LP to make available to MGI, the Parent and Sub,   
promptly after the same become available, copies of such monthly management     
reports, if any, for CERA LP as may be furnished to senior management of CERA   
LP, together with such monthly financial statements as may be furnished to such 
management, and MGI will make available to the Founding Stockholders, promptly  
after the same become available, copies of such monthly reports, if any, for MGI
as may be furnished to senior management of MGI, together with such monthly     
financial statements as may be furnished to such management.                    

No Solicitation.                                              

        From the date of the Merger Agreement to the earlier of the closing of
the transactions contemplated by the Merger Agreement and the termination of the
Merger Agreement, none of the CERA Stockholders or Goldman, any of their        
affiliates or any person acting on their behalf shall (i) solicit, initiate or  
encourage any inquiries or proposals for, or enter into any discussions with    
respect to, the sale of CERA, CERA LP, the assets of CERA and/or CERA LP, any   
equity interest in CERA or any                                                  

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partnership interest in CERA LP (any such inquiry or proposal, a "CERA          
Acquisition Transaction") or (ii) furnish or cause to be furnished any          
non-public information concerning CERA or CERA LP to any person (other than MGI,
the Parent, Goldman and their respective representatives, and the professional  
advisors to CERA LP, CERA, the CERA Stockholders and Goldman) in connection with
any such inquiries or proposals. The CERA Stockholders shall promptly notify MGI
of any inquiry or proposal received by the CERA Stockholders or any of their    
affiliates with respect to any such CERA Acquisition Transaction and will keep  
MGI fully informed of the nature, details and status of any such inquiry or     
proposal. Similarly, from the date of the Merger Agreement to the earlier of the
Closing and the termination of the Merger Agreement, neither MGI nor any of its 
affiliates or any person acting on its behalf shall (i) solicit, initiate or    
encourage any inquiries or proposals for, or enter into any discussions with    
respect to, the sale of MGI, MCM, the assets of MGI and/or MCM or, other than   
pursuant to the existing MGI stock options, any equity interest in MGI or MCM   
(any such inquiry or proposal, an "MGI Acquisition Transaction") or (ii) furnish
or cause to be furnished any non-public information concerning MGI or its       
subsidiaries to any person (other than CERA, CERA LP, the CERA Stockholders,    
Goldman and their respective representatives, and the professional advisors to  
MGI, the Parent and Sub) in connection with any such inquiries or proposals. MGI
shall promptly notify the Founding Stockholders of any inquiry or proposal      
received by MGI or any of its affiliates with respect to any such MGI           
Acquisition Transaction and will keep the Founding Stockholders fully informed  
of the nature, details and status of any such inquiry or proposal.              

ADDITIONAL AGREEMENTS                                                           

   Pursuant to the Merger Agreement, MGI, the CERA Stockholders, the
Parent and Sub have covenanted and agreed, among other things, to the following:

Noncompetition.                                               

 Each of the Founding Stockholders agreed that during the period
commencing on the Closing Date and ending on the fourth anniversary of the      
Closing Date, he would not, directly or indirectly, (A) as an individual        
proprietor, partner, member, principal, officer, employee, agent, consultant or 
stockholder, develop, produce, market, sell or render (or assist any other      
person in developing, producing, marketing, selling or rendering) products or   
services competitive anywhere in the United States or elsewhere in the world    
with, or (B) engage in business with, serve as an agent or consultant to, or    
become an individual proprietor, partner, member, principal or stockholder      
(other than a holder of less than 1% of the outstanding voting shares of any    
publicly held company) of or become employed in an executive capacity by, any   
person, firm or other entity ("Competitor") a substantial portion of whose      
business competes anywhere in the United States or elsewhere in the world with, 
a substantial portion of the business of the Parent, CERA, MGI or any of their  
respective subsidiaries (collectively, the "MGI/CERA Group") that relates to the
financial information, financial analysis, energy information and analysis or   
any other business then engaged in by any member of the MGI/CERA Group;         
provided, however, that this agreement not to compete will not be deemed to     
prohibit any of the Founding Stockholders from teaching courses at educational  
institutions or writing books or articles for public sale or making appearances 
on television or preparing or otherwise participating in television programs;   
and provided, further, that if the employment of a Founding Stockholder with    
CERA is terminated after the Closing Date without cause or for good reason (as  
defined in the applicable employment agreement between CERA and such Founding   
Stockholder), the noncompetition period shall terminate with respect to such    
Founding Stockholder on the earlier of (x) the fourth anniversary of the Closing
Date and (y) the first anniversary of the date of termination of such Founding  
Stockholder's employment. For the preceding sentence, a "substantial portion"   
(x) in the case of the business of Competitor shall mean a line or lines of     
business that account for more than 50% of the consolidated revenues of         
Competitor and (y) in the case of the MGI/CERA Group shall mean a line or lines 
of business that account for more than 25% of the consolidated revenues of the  
MGI/CERA Group, in each case for the fiscal year ended immediately prior to the 
date on which the Founding Stockholder first proposes to engage in any of the   
activities described in clause (B) of the immediately preceding sentence,       
provided, however, that in the case of a Competitor that has had less than three
full years of operations, "substantial portion" shall mean a line or lines of   

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business accounting for more than 50% of the projected consolidated revenues of 
such Competitor for the two fiscal years next succeeding the date on which the  
Founding Stockholder first proposes to engage in any of the activities described
in clause (B) of the immediately preceding sentence.                            

Confidentiality.                                              

    Except as otherwise provided in the Merger Agreement, (x) the CERA
Stockholders, Goldman, CERA and CERA LP, agreed to, and agreed to cause their   
representatives to, keep confidential all information which, prior to the date  
of the Merger Agreement, was or, from and after the date of the Merger          
Agreement, is furnished to any of them by MGI or any of its representatives, or 
to which the CERA Stockholders, Goldman, CERA or CERA LP, prior to the date of  
the Merger Agreement, were or, from and after the date of the Merger Agreement, 
are given access, that in any way relates to the business of MGI and (y) MGI    
agreed to, and agreed to cause its representatives to, keep confidential all    
information which, prior to the date of the Merger Agreement, was or, from and  
after the date of the Merger Agreement, is furnished to MGI, or to which MGI,   
prior to the date of the Merger Agreement, was or, from and after the date of   
the Merger Agreement, is given access, that in any way relates to the business  
of CERA or CERA LP. The parties agreed that the restrictions described in the   
preceding sentence do not apply to the disclosure of any information, documents 
or materials (i) which are or become generally available to the public other    
than as a result of a disclosure by the receiving party or any affiliate or     
representative of the receiving party in violation of the restriction, (ii)     
received from a third party on a non-confidential basis from a source other than
the providing party or its representatives, which source, to the knowledge of   
the receiving party after due inquiry, is not prohibited from disclosing such   
information to the receiving party by a legal, contractual or fiduciary         
obligation to the providing party, (iii) required by applicable law to be       
disclosed by such party, or (iv) necessary to establish such party's rights     
under the Merger Agreement or any related agreement, provided that, in the case 
of clauses (iii) and (iv), the person intending to make disclosure of           
confidential information will promptly notify in writing the party to whom it is
obliged to keep such information confidential and, to the extent practicable,   
provide such party a reasonable opportunity to prevent public disclosure of such
information or, if appropriate, waive compliance with the restriction. The      
parties agreed that these agreements and undertakings shall (x) continue until  
the earliest of (i) five (5) years from the date of the Merger Agreement or (ii)
the closing of the transactions contemplated by the Merger Agreement and (y)    
survive the termination of the Merger Agreement.                                

Registration Statement.                                       

  Each of the parties agreed, and agreed to cause their respective
subsidiaries, controlled affiliates, directors, officers, employees and         
representatives to, assist the Parent in the preparation and filing of this     
Registration Statement and to furnish the Parent with all information in their  
possession concerning CERA, CERA LP, the CERA Stockholders, Goldman and MGI     
required for use in this Registration Statement, including, without limitation, 
such financial statements as may be required to be included in this Registration
Statement or that are necessary to prepare pro forma financial statements and   
other information to be included in this Registration Statement. If, at any time
on or prior to the Closing Date, any event with respect to the CERA             
Stockholders, Goldman, CERA, CERA LP, MGI or any of their respective affiliates 
should occur which is required to be described in an amendment of or supplement 
to this Registration Statement, the party or parties to the Merger Agreement    
that are familiar with such event agreed to provide the Parent with a           
description of such event that will be sufficient to enable the Parent or its   
representatives to prepare such amendment or supplement and to otherwise assist 
the Parent in the preparation and filing of such amendment or supplement. The   
parties agreed that the Parent would prepare this Registration Statement (or    
cause it to be prepared), file it with the Commission promptly after the date of
the Merger Agreement, use its commercially reasonable efforts to cause it to be 
declared effective and to remain effective through the Closing Date and, if at  
any time on or prior to the Closing Date, any event with respect to the CERA    
Stockholders, Goldman, CERA, CERA LP, MGI or any of their respective affiliates 
shall occur which is required to be described in an amendment of or supplement  
to this Registration Statement, prepare such amendment or supplement (or cause  
it to be prepared) and promptly file it with the Commission.                    

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Public Announcements.                                         

      From the date of the Merger Agreement to the Closing Date, except as
required by applicable law, each of the parties agreed not to, and not to permit
any of their affiliates or representatives to, make any public announcement in  
respect of the Merger Agreement or the transactions contemplated thereby without
the prior consent of MGI and the Founding Stockholders.                         

Further Actions.                                              

Each of the parties agreed to use its, his or her commercially
reasonable best efforts to take all actions to make effective the transactions  
contemplated by the Merger Agreement and has also agreed to file all            
notifications and obtain all consents that may be required in connection with   
the Merger Agreement, and the consummation of the transactions contemplated     
thereby.                                                                        

Notice of Certain Events.                                     

        From the date of the Merger Agreement to the Closing Date, each of the
CERA Stockholders and Goldman, on the one hand, agreed to promptly notify MGI,  
and MGI, the Parent and Sub, on the other, agreed to promptly notify the        
Founding Stockholders, of: (i) any fact, condition, event or occurrence known to
any of them that will or reasonably may be expected to result in the failure of 
any of the conditions contained in Article IV of the Merger Agreement to be     
satisfied; and (ii) any actions, suits, claims, investigations or proceedings   
commenced or, to the knowledge of the CERA Stockholders, CERA, CERA LP or       
Goldman, on the one hand, or MGI, any of its subsidiaries, the Parent or Sub, on
the other, threatened against, relating to or involving or otherwise affecting  
CERA or CERA LP, on the one hand, or MGI and its subsidiaries, on the other, or 
any of their respective affiliates which, if pending on the date of the Merger  
Agreement, would have been required to have been disclosed pursuant to Section  
2.1.11 or Section 2.4.14 of the Merger Agreement, as applicable, or that relate 
to the consummation of the transactions contemplated by the Merger Agreement.   

Tax Affairs.                                                  

      Through the Closing Date, MGI and its subsidiaries, on the one hand,
and the CERA Stockholders, on the other, agreed, and in the case of the CERA    
Stockholders, agreed to cause each of CERA LP and CERA to, conduct all tax      
affairs relating to MGI and its subsidiaries or CERA LP and CERA, as the case   
may be, only in the ordinary course, in substantially the same manner as        
previously conducted and in good faith in substantially the same manner as such 
affairs would have been conducted if the Merger Agreement had not been entered  
into.                                                                           

EXPENSES AND FEES                                                               

        The Merger Agreement provides that each party shall be responsible for
its own costs and expenses incurred in connection with the negotiation and      
consummation of the transactions contemplated by the Merger Agreement; provided,
however, that in the event the closing of the transactions contemplated by the  
Merger Agreement shall occur, on the Closing Date, MGI shall pay (i) the fees   
and expenses of Goldman Sachs in respect of the transactions contemplated by the
Merger Agreement, (ii) the fees and expenses of Sword in respect of the         
transactions contemplated by the Merger Agreement, in an aggregate amount not to
exceed $1,335,811, and provided that any additional amount shall be payable by  
the CERA Stockholders and/or Goldman and (iii) any transfer taxes that may be   
payable and due in respect of the Merger; and all of the other fees, costs and  
expenses (including, without limitation, attorneys' and accountants' fees and   
expenses) incurred in connection with the Merger Agreement and the transactions 
contemplated thereby, to the extent not previously paid, shall be paid by MGI   
and CERA.                                                                       

  CERA engaged Sword to provide financial advice and assistance in
connection with a sale or merger of CERA and agreed to pay Sword a fee in       
respect of the transactions contemplated by the Merger Agreement and reimburse  
Sword for its reasonable out-of-pocket expenses. CERA also agreed to pay Jordan,
a former director of CERA, a fee in respect of the transactions contemplated by 
the Merger Agreement. On the Closing Date, Jordan will receive the Jordan       
Options in full payment of the fee due to him in respect of the transactions    
contemplated by the Merger Agreement.                                           

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MGI engaged Goldman Sachs, an affiliate of Goldman, to provide
financial advice and assistance in connection with the transactions contemplated
by the Merger Agreement and agreed to pay Goldman Sachs a fee for providing     
such advice and assistance and to reimburse Goldman Sachs for its reasonable    
out-of-pocket expenses incurred in connection therewith. Additionally, on the   
Closing Date, Brera, of which Mr. Cribiore is Managing Principal and Mr.        
McMahon is a principal, will receive the Brera Options in respect of the        
services provided to MGI in connection with the transactions contemplated by    
the Merger Agreement.                                                           

APPRAISAL RIGHTS                                                                

         Holders of Units are not entitled to dissenters' appraisal rights under
the Delaware Act in connection with the Merger because the Parent is not a      
constituent corporation in the Merger.                                          

        MGI stockholders are entitled to rights of appraisal under Section 262
of the DGCL, a copy of which is attached hereto as Annex C, in connection with  
the Merger. If the Merger is consummated, each stockholder who has not voted in 
favor of the Merger or consented thereto in writing and who otherwise complies  
with such Section 262 will be entitled to such rights. The following discussion 
summarizes all material provisions of law relating to appraisal rights. The     
discussion does not purport to be a complete statement of laws relating to      
appraisal rights and is qualified in its entirety by reference to Section 262 of
the DGCL, a copy of which is attached hereto as Exhibit C. This discussion and  
Annex C should be reviewed carefully by any holder of shares of MGI Common Stock
who wishes to exercise statutory appraisal rights or who wishes to preserve the 
right to do so, as failure to timely and properly comply with the procedures set
forth therein will result in the loss of appraisal rights. Moreover, because of 
the complexity of the procedures for exercising appraisal rights, MGI believes  
that holders who consider exercising such rights should seek the advice of      
counsel. All references in Section 262 and in this discussion to "holder" or    
"stockholder" are to the record holder of the shares of MGI Common Stock as to  
which appraisal rights are asserted.                                            

  Under the DGCL, in order to exercise their appraisal rights, MGI
stockholders must satisfy all of the following conditions. A written demand for 
appraisal of the applicable holder's shares of MGI Common Stock must be         
delivered to MGI on or before the twentieth day after the mailing to the MGI    
stockholders of an appraisal right notice. (An appraisal right notice is being  
sent to each stockholder with this Information Statement/Prospectus.)           

         Stockholders electing to exercise their appraisal rights under the DGCL
must not vote for approval of the Merger or consent thereto in writing pursuant 
to Section 228 of the DGCL.                                                     

      A stockholder who elects to exercise appraisal rights should deliver
the written demand to MGI. The written demand for appraisal must specify the    
stockholder's name and that the stockholder is thereby demanding appraisal of   
his shares, and should specify the stockholder's mailing address and the number 
of shares of MGI Common Stock owned.                                            

    Only the stockholder of record may make a demand for appraisal. If
stock is owned of record in a fiduciary capacity, such as by a trustee,         
guardian, or custodian, such demand must be executed by the fiduciary. If MGI   
Common Stock is owned of record by more than one person, as in a joint tenancy  
or tenancy in common, such demand must be executed by all joint owners. An      
authorized agent, including an agent for two or more joint owners, may execute  
the demand for appraisal for a stockholder of record; however, the agent must   
identify the record owner and expressly disclose the fact that, in exercising   
the demand, such person is acting as agent for the record owner.                

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       Delaware law is unclear as to whether a record holder who also is the
beneficial owner of the shares held (or a record holder acting on behalf of a   
beneficial owner) may exercise appraisal rights with respect to less than all of
the shares beneficially owned by such beneficial owner. It is MGI's position    
that if a record holder who also is the beneficial owner of the shares held (or 
a record holder acting on behalf of a beneficial owner) exercises appraisal     
rights, the exercise must be with respect to all of the shares beneficially     
owned by such beneficial owner. Where the number of shares is not expressly     
stated, the demand will be presumed to cover all shares of MGI Common Stock     
outstanding in the name of such record owner. Beneficial owners who are not     
record owners and who intend to exercise appraisal rights should instruct the   
record owner to comply strictly with the statutory requirements with respect to 
the exercise of appraisal rights before the expiration of the applicable        
twenty-day period.                                                              

         Within 10 days after the Effective Time, MGI must provide notice of the
Effective Time to holders of MGI Common Stock, except that if such notice is    
sent more than twenty days following the date the initial appraisal rights      
notice was sent, such second notice need only be sent to each stockholder who   
provided on a timely basis the written demand required under the DGCL and did   
not vote for approval of the Merger or consent thereto in writing. Within 120   
days after the Effective Time, either MGI or any stockholder who has provided on
a timely basis the written demand required under the DGCL may file a petition in
the Delaware Court of Chancery demanding a determination of the fair value of   
the shares of all dissenting stockholders. In connection therewith, such Court  
may require that a stockholder who has demanded an appraisal for such           
stockholder's shares submit the certificates representing such shares for       
notation thereon, and failure by such stockholder to do so may result in        
dismissal of the proceedings. Notwithstanding the foregoing, at any time within 
60 days after the Effective Time, any such stockholder will have the right to   
withdraw such stockholder's demand for appraisal and to accept the terms offered
upon the Merger. Within 120 days after the Effective Time, any stockholder who  
has complied with the requirements of Section 262 of the DGCL, upon written     
request, will be entitled to receive from MGI a statement setting forth the     
aggregate number of shares not voted in favor of the Merger and with respect to 
which demands for appraisal have been received and the aggregate number of      
holders of such shares.                                                         

         If a petition for an appraisal is timely filed, after a hearing on such
petition, the Delaware Court of Chancery will determine which stockholders are  
entitled to appraisal rights and will appraise the "fair value" of the shares   
owned by such stockholders, exclusive of any element of value arising from the  
accomplishment or expectation of the Merger, together with a fair rate of       
interest, if any, to be paid upon the amount determined to be the fair value.   
Any such judicial determination of the fair value of such shares could be based 
upon considerations other than or in addition to the consideration received in  
the Merger, including asset values and the investment value of the MGI Common   
Stock. The per share value so determined could be more than, the same as, or    
less than the consideration received per share in the Merger. If a petition is  
not filed within 120 days after the Effective Time, the appraisal rights of     
dissenting stockholders will terminate.                                         

     Failure to strictly follow the steps required by Section 262 of the
DGCL for perfecting appraisal rights may result in the loss of such rights, in  
which event an MGI stockholder will be entitled to receive the consideration to 
be provided to MGI stockholders pursuant to the Merger for each share of MGI    
Common Stock held by such stockholder.                                          

REGULATORY MATTERS                                                              

         Under the HSR Act, and the rules promulgated thereunder, the Merger and
the Exchange may not be consummated until certain information is provided to the
FTC and to the DOJ, and a thirty-day waiting period is observed. C&D Fund IV,   
the ultimate parent entity of MGI and Daniel H. Yergin, the ultimate parent     
entity of CERA, each filed a Notification and Report Form pursuant to the HSR   
Act with the DOJ and FTC on August 21, 1997. Early termination of the waiting   
period was granted on August 29, 1997. At any time before or after the          
consummation of the Merger and the Exchange either agency, as well as the       
individual states' attorneys general and private parties, could take action to  
enjoin the consummation of the Merger and the Exchange, seeking divestiture of  
substantial assets of MGI or CERA, or other substantive relief.                 

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 THE LIMITED LIABILITY COMPANY AGREEMENT

         The following description summarizes material information pertaining to
the LLC Agreement of the Parent. This description does not purport to be        
complete and is qualified in its entirety by reference to the LLC Agreement, a  
copy of which is set forth as Annex B to this Information Statement/Prospectus  
and is incorporated herein by reference. All holders of MGI Common Stock, Brera 
and Jordan are urged to read Annex B in its entirety.                           

ORGANIZATION AND DURATION                                                       

        The Parent was recently organized as a limited liability company under
the Delaware Act. Pursuant to the LLC Agreement, which will become effective as 
of the Closing Date, limited liability company interests in the Parent will be  
represented by Units. The Parent will have perpetual existence unless sooner    
dissolved pursuant to the terms of the LLC Agreement. See "Termination and      
Dissolution," below.                                                            

PURPOSE                                                                         

         The purposes of the Parent are, and the Parent shall have the power and
authority, to acquire, hold, vote, sell or otherwise dispose of, to receive,    
allocate and distribute distributions on and other proceeds of, and to manage,  
investments in accordance with the terms of the LLC Agreement, to engage in all 
acts or activities as the Parent deems necessary, advisable, convenient or      
incidental to the furtherance and accomplishment of the foregoing, and to engage
in any other lawful act or activity for which limited liability companies may be
formed under the Delaware Act. Immediately after the Closing Date, the Parent's 
activities will consist solely of ownership of all of the outstanding capital   
stock of CERA and MGI and the exercise of rights and performance of obligations 
in connection therewith.                                                        

MANAGEMENT                                                                      

Board of Directors.                                           

       Generally, the business of the Parent will be managed by or under the
direction of a committee of the Parent (the "Board" or the "Board of            
Directors"), each member of which (a "Director") will serve until a successor is
elected as provided in the LLC Agreement or until his earlier death, resignation
or removal. The LLC Agreement provides that the Board will consist of at least  
three persons, and further requires all members ("Members") of the Parent, at   
all times after the Closing Date and until the settlement date of the first     
underwritten public offering of equity securities of the Parent or a successor  
entity (the "IPO Date"), to vote their respective Units in such manner as may be
necessary to ensure that (A) the Board at all times consists of (i) two of the  
Founding Stockholders nominated by the Founding Stockholders, (ii) the chief    
executive officer of MCM ("MCM Nominee"), (iii) the chief executive officer (if 
any) of the Parent ("CEO Nominee"), (iv) three nominees of C&D Fund IV who are  
employees of CD&R, Brera or other affiliates of C&D Fund IV (the "C&D Fund IV   
Nominees"), and (v) up to six additional persons not affiliated with CD&R, C&D  
Fund IV, Brera or any of the Founding Stockholders, who are nominated by C&D    
Fund IV with the consent of Mr. Yergin, or in the event of Mr. Yergin's death,  
legal incapacity or termination of employment for cause or disability, Mr.      
Rosenfield or Mr. Stanislaw (the "Consenting CERA Principal"), which consent    
will not be unreasonably withheld, and (B) all such persons are elected to serve
as Directors. Until the IPO Date, Directors may not be removed without cause    
without the consent of the Member or Members that nominated such Director, and  
the Member or Members who nominated or appointed any Director whose position has
become vacant due to such Director's resignation, removal or inability to serve 
for any reason will be entitled to appoint a replacement Director to fill such  
vacancy. A majority of the Members (by number of Units held) or of the Directors
may remove a Director for cause. For the identity of the initial directors, see 
"Management," below.                                                            

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  An election of Directors will be held, and new Directors will be
elected (or existing Directors will be reelected), at each annual meeting of    
Members, which will be held on the third Tuesday of October of each year        
(starting in 1998) or at such other time as the Board of Directors shall        
determine. At each election of Directors, each Member will be entitled to one   
vote per Unit held of record (other than non-voting Units), and the presence, in
person or by proxy, of the holders of a majority of the Units entitled to vote  
will constitute a quorum. Since, as described above, the LLC Agreement requires 
all Members to vote their respective Units, at all times prior to the IPO Date, 
for the election to the Board of Directors of persons nominated as described in 
the preceding paragraph, election of such nominees at all times prior to the IPO
Date is assured absent amendment of the LLC Agreement.                          

        Until the earlier of (a) the IPO Date and (b) the issuance of the CERA
Contingent Units, the Goldman Contingent Units and the CERA Employee Contingent 
Units (collectively, the "Contingent Units"), any (i) acquisition or disposition
of a business or assets having a value in excess of $15,000,000, (ii) a capital 
expenditure involving more than $15,000,000, (iii) issuance of Units (or        
securities convertible into or exchangeable for Units, or options, warrants or  
other rights to acquire Units or such securities) for aggregate consideration in
excess of $15,000,000, other than the Contingent Units, the Contingent Options, 
Existing MGI Options, the options granted under the CERA Option Plan or the MGI 
Option Plan, and the Units issuable upon exercise thereof, (iv) entry into new  
lines of business, (v) dissolution, (vi) public offering of equity securities of
the Parent or a successor entity, and (vi) with certain exceptions, incurrence  
of indebtedness or guarantees in respect thereof in excess of $15,000,000, will 
require approval of at least 75% of the Directors then in office. In addition,  
until the earlier of (a) the IPO Date and (b) the issuance of the Contingent    
Units, the sale of 50% or more of CERA or the spin-off to Members of all of     
CERA's capital stock will require the approval of the Consenting CERA Principal.

  The LLC Agreement requires that until the IPO Date, the Board of
Directors of CERA and of MGI shall be composed of the same individuals as the   
Board of Directors of the Parent.                                               

Executive Committee.                                          

        The LLC Agreement provides for the establishment of a committee of the
Board of Directors to be designated as the Executive Committee and to be        
composed of the Chairman, the Consenting CERA Principal, the CEO Nominee (if    
any), the MCM Nominee and such other Directors as may be designated by the      
Board. During the intervals between meetings of the Board, the Executive        
Committee will have all the powers and authority of the Board in the management 
of the Parent, except that the Executive Committee will not have the authority  
to take any action requiring (i) a vote greater than a majority of Directors    
present as described above or (ii) the consent or approval of the Consenting    
CERA Principal or any one or more of the C&D Fund IV Nominees, or authorizing   
any distribution by the Parent to the Members.                                  

Officers.                                                     

        The Board of Directors may select certain individuals to be designated
as officers ("Officers") of the Parent, with such titles as the Board may       
determine. The Board may appoint a Chief Executive Officer, a President, a Chief
Financial Officer, a Secretary and a Treasurer, and one or more Vice Presidents,
Assistant Secretaries and Assistant Treasurers, provided that until the IPO     
Date, the Chief Executive Officer will be appointed by the C&D Fund IV Nominees 
with the consent of the Consenting CERA Principal, whose consent will not be    
unreasonably withheld. Each Officer will have certain authority by virtue of    
being appointed an Officer and may be further authorized from time to time by   
the Board of Directors to take any action that the Board of Directors delegates 
to such Officer.                                                                

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THE UNITS                                                                       

Rights to Distributions and Allocations.                      

The LLC Agreement authorizes the issuance of Units for such   
consideration and on such terms and conditions as shall be established by the   
Board of Directors in its sole discretion without approval of the Members.      
Members (i) will be entitled to receive, to the extent of available cash and    
cash equivalent assets of the Parent, cash distributions in amounts intended to 
enable Members and certain other persons or entities to discharge their United  
States federal, state and local income tax liabilities arising from certain     
allocations made with respect to the Units as described below, (ii) other than  
with respect to certain distributions relating to specified disposition         
transactions (as described below), will be entitled on a pro rata basis to such 
distributions, if any, prior to the dissolution and liquidation of the Parent as
may be determined by the Board of Directors of the Parent in its sole           
discretion, (iii) will be allocated income, gains, losses, credits and          
deductions of the Parent in accordance with the respective Units owned by the   
Members, subject to certain variations for income tax purposes called for by    
applicable provisions of the Code and regulations promulgated thereunder, and   
(iv) will be entitled on a pro rata basis, upon dissolution and liquidation of  
the Parent, to all remaining assets after satisfaction of the Parent's          
liabilities to creditors.                                                       

      With respect to distributions to Members (i) of any capital stock of
MGI or less than all of the capital stock of CERA prior to the earlier of the   
issuance of the Contingent Units and June 30, 2000, or (ii) of the net proceeds 
of any sale or other disposition (other than in a distribution to Members of    
capital stock of MGI or CERA), prior to the earlier of the issuance of the      
Contingent Units and June 30, 2000, of capital stock of MGI, more than 50% of   
the assets of MGI, or capital stock or assets or CERA in a transaction that does
not constitute a Termination Event, Members will be entitled to receive each    
such distribution on a pro rata basis, except that each Member who, at the time 
of determination, has a right to receive Contingent Units will be treated,      
solely for the purposes of such distribution, as if such Member owned the number
of Contingent Units that would have been issuable to such Member if the closing 
of a Termination Event (other than an underwritten public offering) that did not
constitute a Qualifying Sale had occurred at such time of determination.        

Voting and Certain Other Rights.                              

         Except with respect to non-voting Units (the "Non-Voting Units"), which
will be issuable by the Parent only in limited circumstances and only to those  
holders of Units subject to certain legal or regulatory constraints on their    
ability to possess voting power with respect to any single entity in excess of  
certain thresholds, and except with respect to certain rights and obligations   
applicable, pursuant to the LLC Agreement, to certain holders of Units with     
respect to (i) nomination, election and/or appointment of members of the Board  
of Directors, (ii) rights and obligations relating to transferability of Units  
and rights to request registration of Units under the applicable securities     
laws, (iii) Contingent Units, and (iv) certain other matters, each Unit will be 
identical in all respects to each other Unit. Units other than Non-Voting Units 
("Voting Units") will be the only class of equity interests in the Parent       
outstanding immediately following the closing of the Merger and the Exchange.   

         Holders of record of Voting Units will be entitled to notice of, and to
vote at, meetings of the Members and to act with respect to matters as to which 
approval of the Members may be solicited. There will be an annual meeting of the
Members starting in 1998, and special meetings of the Members may be called by  
the Board, the Chairman or the Vice Chairman of the Board, the Parent's chief   
executive officer, or upon written request of Members holding not less than 20% 
of the outstanding Units. Holders of Voting Units will be entitled to one vote  
per Voting Unit on matters submitted to a vote or consent of holders of Units.  
The LLC Agreement provides that the vote of a majority of Voting Units          
represented at a meeting of Members at which a quorum is present will be        
sufficient for the transaction of business at such meeting, except that, upon   
the recommendation of the Board of Directors that the Members give such         
approval, the approval of at least two-thirds of the Members (by number of      
Units) then entitled to vote at a meeting of Members will be required for (i)   
with certain limited exceptions, any merger, consolidation, conversion or       
reorganization of the Parent, (ii) dissolution of the Parent and (iii) the sale 
or other disposition of all or substantially all of the assets of the Parent or 
the sale or other disposition of all of the capital stock of MGI or CERA owned  
by the Parent, other than in a spin-off of all of the capital stock of MGI or   
CERA. Pursuant to the LLC Agreement, as described above, prior to the IPO Date, 
the Members will be required to vote all of their respective Units for the      
election as directors of the nominees described under "--Management--Board of   
Directors" above.                                                               

Appraisal Rights.                                             

       Pursuant to the terms of the LLC Agreement, holders of Units will not
be entitled to any appraisal or dissenters' rights.                             

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Bailment Agreement.                                           

     Pursuant to the LLC Agreement, all of the Unit Certificates will be
held by the Parent, as the Unit Bailee under the Unit Bailment Agreement. The   
Unit Bailee will hold the Unit Certificates for safekeeping in a safe deposit   
box at a financial institution chosen by the Unit Bailee, and each Member will  
receive a receipt from the Unit Bailee for the applicable Unit Certificate and a
photocopy of such Certificate. During the time the Unit Bailee has possession of
the Unit Certificates of each Member, each such Member will retain all rights of
ownership of the Units represented by such Unit Certificates, including but not 
limited to the right to receive and retain distributions, to vote such Units, to
transfer title to such Units (subject to the terms of the LLC Agreement and any 
other applicable agreements) and to execute consents, waivers or releases and   
otherwise to act in respect of such Units in all matters acted upon by the      
Members. Pursuant to the Unit Bailment Agreement, the Unit Bailee will have no  
security or ownership interest in the Unit Certificates and each Member will be 
entitled to regain possession of such Member's Unit Certificates at any time    
upon five days' prior notice and upon compliance with certain other             
requirements.                                                                   

RESALES OF UNITS                                                                

Restrictions on Transfer.                                     

      The LLC Agreement will provide that, during the period ending on the
earlier of three years after the Closing Date and one year after the IPO Date,  
each Member who, together with certain related trusts, if any, owned, as of the 
Closing Date, 5% or more of the then outstanding Units (each such Member, a     
"Restricted Holder"), each such trust and each of such Restricted Holder's and  
such trust's Permitted Transferees (as defined below) may transfer Units only   
(i) to an unaffiliated third party (A) in a sale of all of the Units pursuant to
an exercise of the take-along rights described in "--Take-Along Rights" below or
(B) pursuant to a merger, conversion, consolidation or reorganization of the    
Parent, other than in a transaction described in the following clause (ii), (ii)
pursuant to certain transactions where the organizational form of the Parent is 
changed (for example, from a limited liability company to a corporation) but the
owners and proportional ownership of voting securities or other equity interests
before and after such change generally are unchanged, (iii) in a public offering
of Units pursuant to an effective registration statement under the Securities   
Act, (iv) to a Permitted Transferee or (v) to the Parent or any subsidiary of   
the Parent.                                                                     

     In addition, prior to the IPO Date, each Member other than a Member
subject to the transfer restrictions described in the immediately preceding     
paragraph, and, after the expiration of the period described in the immediately 
preceding paragraph, each Member, may transfer such Member's Units only (i) in  
any of the transactions described in clause (i) through (v) of the immediately  
preceding paragraph, (ii) to a Member who was a Member as of the Closing Date or
(iii) subject to compliance with the participation rights, rights of first offer
and take-along rights described in "--Participation Rights," "--Rights of First 
Offer" and "--Take-Along Rights" below, to Restricted Holders or third parties  
who are "accredited investors," for cash in transactions that are exempt from   
the registration requirements of the Securities Act pursuant to Section 4(2)    
thereof. After the IPO Date, in addition to transfers in any of the transactions
described in the immediately preceding sentence, each such Member will also be  
entitled to transfer such Member's Units to any third party, subject to         
compliance with such participation rights and with Rule 144 or Rule 145 under   
the Securities Act, if applicable.                                              

       A "Permitted Transferee" will be defined in the LLC Agreement to mean
(i) any transferee by bequest or the laws of descent or distribution, (ii) any  
trust for employees of the Parent and/or any of the Parent's subsidiaries       
established under a qualified employee benefit plan, (iii) in the case of any   
Member that is a trust, the trust beneficiaries of such trust, (iv) as to any   
Member that is a corporation, company, partnership or other entity, certain     
affiliates of such Member and (v) in the case of any Member that is an          
individual, any trust the only actual beneficiaries under which are such        
individual and/or one or more of his brothers and sisters (whether by whole or  
half blood), spouse, ancestors and lineal descendants, provided, in each case,  
that the Permitted Transferee agrees in writing to be bound by the terms of the 
LLC Agreement and complies with certain additional requirements.                

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         Further, (i) any transferee of Units will, unless such requirements are
waived by the Board of Directors of the Parent, be admitted as a substitute     
Member only upon (a) execution by the transferee and the transferor of such     
instruments as the Board of Directors or any officer of the Parent deems        
reasonably necessary or desirable to effect the substitution, (b) the agreement 
in writing by the transferee to be bound by the LLC Agreement, and (c) the      
agreement in writing by the transferee to provide the Parent with such          
information (including the transferee's employer identification number or social
security number, as applicable, and the amount paid for the Units) as the Parent
may request from time to time, (ii) it is a condition to any transfer of Units  
that (x) the Board of Directors of the Parent determine that the proposed       
transfer will not cause the Parent to violate applicable law or the terms of any
then outstanding indebtedness of the Parent, guarantees of indebtedness or      
related documents, result in the Parent becoming subject to certain securities, 
employee benefits, investment company and other specified legal requirements, or
otherwise constitute a Prohibited Transaction (as defined in the LLC Agreement),
and (y) in the case of a transfer to a Permitted Transferee (or in a transaction
described in clause (ii) or (iii) of the first sentence of the second preceding 
paragraph), the transferor deliver to the Parent (A) an opinion of counsel      
reasonably satisfactory to the Parent relating to certain matters specified in  
the LLC Agreement, and (B) a certificate concerning compliance with the         
restrictions on transfer set forth in the LLC Agreement and certain related     
matters, and certain other documentation, (iii) each person or entity obtaining 
Units, other than the persons and entities admitted as Members pursuant to the  
Merger, the Exchange or the transfer of Units and Contingent Units pursuant to  
the CERA Unit Grant Plan or exercising options to purchase Units (provided that 
each such person or entity who exercised such options executes a subscription   
agreement and tenders full payment of the exercise price of such options), will 
be admitted as an additional Member at the time such person or entity (A)       
executes a counterpart of the LLC Agreement, (B) complies with the applicable   
resolution, if any, of the Board of Directors of the Parent with respect to such
admission, and (C) is named as a Member in the Parent's membership register, and
(iv) transfers of Units prior to the IPO Date are subject to certain further    
restrictions designed to ensure that the Parent is not treated as a publicly    
traded partnership for tax purposes. See "The Merger and the Exchange--Federal  
Income Tax Considerations" above, for a discussion of the tax consequences of   
the Parent being treated as a "publicly traded partnership."                    

Securities Laws.                                              

         The issuance of the Units pursuant to the Merger and the Units issuable
upon the exercise of the Brera Options and the Jordan Options will be registered
under the Securities Act and such Units (other than Units issued to "affiliates"
of MGI or the Parent) will be freely transferable under the Securities Act.     
However, there is no public trading market for Units, and it is not expected    
that there will be a public trading market for the Units in the foreseeable     
future. Units issued to affiliates of MGI as of August 1, 1997 may not be sold  
except pursuant to an effective registration statement under the Securities Act 
or other applicable exemption from the registration requirements of the         
Securities Act, including (in the case of such affiliates who are not also      
affiliates of the Parent) Rule 145 under the Securities Act.                    

Holdback Agreement.                                           

  Under the LLC Agreement, the Units will be subject to a holdback
provision under which such Units may not be transferred in any public sale or   
distribution, including sales pursuant to Rule 144 or Rule 144A under the       
Securities Act, during the 20-day period prior to and the one-year period after 
the effective date of any registration statement for a public offering filed in 
respect of any equity securities of the Parent (other than as part of such      
public offering).                                                               

Participation Rights.                                         

     Each Member will be entitled, prior to such time as 30% of the then
outstanding Units have been sold to the public pursuant to an effective         
registration statement under the Securities Act or pursuant to Rule 144 under   
the Securities Act (the "Establishment of a Public Market"), to participate     
proportionately in certain "qualifying sales" of Units by a Restricted Holder,  
certain related trusts, if any, and/or any of their Permitted Transferees.      
Subject to certain qualifications, "qualifying sales" generally will be any     
sales by a Restricted Holder, such trusts and/or such Permitted Transferees to a
third party in                                                                  

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transactions not involving a distribution and/or sale to the public (whether    
pursuant to a public offering registered under the Securities Act, Rule 144,    
broker's transactions or otherwise, but not pursuant to Rule 144A or any        
successor provision) after such Restricted Holder, trusts and/or Permitted      
Transferees have sold an aggregate of 5% of the Units held by such Restricted   
Holder, trusts and/or Permitted Transferees.                                    

Rights of First Offer.                                        

   Under the LLC Agreement, prior to the IPO Date, the Units will be
subject to certain rights of first offer in favor of the Parent (whose right may
be assigned to MGI or CERA) and each Restricted Holder. If a holder of Units    
desires, prior to the IPO Date, to offer or to sell Units owned by such holder  
in a transaction described in clause (iii) of the first sentence of the second  
paragraph of "--Restrictions on Transfer" above, such holder must first make an 
offer to sell such Units to the Parent and, if the Parent does not accept such  
offer within a twenty-day period, to each Restricted Holder at a price and on   
the other terms specified by such holder of Units in a notice to the Parent.    
Each Restricted Holder shall have the right during the two successive twenty-day
periods following the expiration of the first twenty-day period to purchase such
Restricted Holder's pro rata portion of the number of such Units that the Parent
(or, with respect to the second such twenty-day period, the other Restricted    
Holders) shall not have elected to purchase, which right may be exercised       
subject to such Restricted Holder securing financing for such purchase. If the  
Parent and the Restricted Holders do not elect to exercise such rights with     
respect to all the Units so being offered, the holder may sell such Units to a  
third party at no less than 90% of the price and on the other terms initially   
offered to the Parent and the Restricted Holders.                               

Take-Along Rights.                                            

  Under the LLC Agreement, prior to the IPO Date the Units will be
subject to certain "take-along" rights of the holders of more than 50% of the   
outstanding Units (the "Majority Holders"). In the event that the Majority      
Holders elect to sell all of their Units to a third party, each other holder of 
Units will, if requested to do so by the Majority Holders, have an obligation to
sell such holder's Units to such third party on the same terms and at the same  
price as the Majority Holders.                                                  

Registration Rights.                                          

  Under the LLC Agreement and subject to the limitations described
therein, the Parent will agree to grant to (i) the holder or holders (other than
the Founding Stockholders and certain related trusts) of 30% of the Registrable 
Securities (as such term is defined in the LLC Agreement and which will         
generally include all of the Units to be issued in connection with the          
transactions contemplated by the Merger Agreement) with respect to the initial  
request and 10% of the Registrable Securities with respect to any subsequent    
requests, and (ii) with respect to two requests only after the third anniversary
of the Closing Date, the Founding Stockholders holding a specified percentage of
Units, the right to require the Parent to register for resale (subject to       
certain minimum registration requirements), under the Securities Act and        
applicable state securities laws, Units that such holders or certain of their   
affiliates propose to sell. Since the requests for registration under clause (i)
of the immediately preceding sentence exclude the Founding Stockholders and the 
initial request thereunder must be made by the holders of at least 30% of the   
Registrable Securities, C&D Fund IV will effectively control the initial        
registration of the Units if such registration occurs pursuant to the exercise  
of registration rights granted under the LLC Agreement prior to the third       
anniversary of the Closing Date. The Parent will be obligated to pay all        
expenses incidental to the first two registrations requested pursuant to clause 
(i) of the first sentence of this paragraph and each of the two registrations   
requested pursuant to clause (ii) of such first sentence, in each case,         
excluding underwriting discounts and commissions. Subject to certain limitations
set forth in the LLC Agreement, all holders of Units as of the Closing Date will
be entitled to participate in any such registration for resale, or in any       
registration of equity securities of the Parent otherwise undertaken by the     
Parent.                                                                         

Registration Statement on Form S-8.                           

       The Parent intends to file a registration statement on Form S-8 under
the Securities Act to register all Units issuable under the CERA Unit Grant     
Plan, the CERA Option Plan and the MGI Option Plan or upon exercise of the MGI  
Employee Options. This registration statement is expected to be filed promptly  
following the effective date of the Registration Statement of which this        
Information Statement/Prospectus is a part and will be effective upon filing.   
The resale of such Units generally will be subject to the restrictions          
applicable to Units described above and to certain additional restrictions      
contained in or to be contained in the option, grant and subscription agreements
entered into or to be entered into pursuant to such plans or in connection with 
such options.                                                                   

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       Certificate Legend. Each certificate representing Units issued to the
holders of MGI Common Stock will bear a legend indicating that such Units are   
subject to the restrictions on transfer contained in the LLC Agreement and any  
other applicable agreement. Each holder of Units should read carefully the      
provisions regarding restrictions on transfer applicable to the Units as set    
forth in the LLC Agreement, a copy of which is attached as Annex B to this      
Information Statement/Prospectus.                                               

ISSUANCE OF ADDITIONAL SECURITIES                                               

        The LLC Agreement, subject to the requirements of the Delaware Act and
other applicable law, and subject to certain limitations set forth in the LLC   
Agreement, grants the Board of Directors the authority to issue and sell        
additional Units and other securities of the Parent, at any time and on such    
terms and conditions as the Board may determine, and without the approval of the
holders of Units.                                                               

        If the Parent proposes to issue or sell, prior to the Establishment of
a Public Market, any additional Units to a Restricted Holder or any affiliate   
thereof (subject to certain exceptions), the Parent will be required to offer to
each holder of Registrable Securities who is an "accredited investor," on the   
same terms and conditions as will be applicable to the sale to such Restricted  
Holder or such affiliate, the right to purchase the number of additional Units  
such that such holder of Registrable Securities would have the opportunity to   
hold the same percentage of Units, after giving effect to the sale to such      
Restricted Holder or such affiliate, as such holder of Registrable Securities   
held immediately prior to such sale.                                            

LIMITED LIABILITY                                                               

 Generally, the liability of an owner of an equity interest in a
Delaware limited liability company is limited, under the Delaware Act, to the   
amount of capital such owner contributes to the company in respect of such      
owner's interest in the company plus such owner's share of any undistributed    
profits and assets of the company.                                              

CAPITAL CONTRIBUTIONS                                                           

       The securities and assets exchanged for Units pursuant to the Merger,
the CERA Exchange and the Goldman Exchange will constitute capital contributions
to the Parent by the persons or entities receiving such Units in connection     
therewith. No holder of Units will be required to make subsequent capital       
contributions to the Parent.                                                    

AMENDMENT OF LLC AGREEMENT                                                      

    The LLC Agreement may not be amended except by a written agreement
signed by the Parent and a majority of the Members (by number of Voting Units), 
except that (i) any amendment of any provision of the LLC Agreement requiring   
the affirmative vote of more than a majority of the Directors then in office, or
the consent or approval of the Consenting CERA Principal or one or more of the  
C&D Fund IV Nominees, will also require the corresponding vote of such          
percentage of the Directors or the consent or approval of such other person or  
entity, as the case may be, (ii) any amendment of any provision of the LLC      
Agreement requiring the affirmative vote of a specified percentage or proportion
of the Members or holders of Units will require the affirmative vote of such    
percentage or proportion of such Members or holders, (iii) any amendment or     
modification of any provision of the LLC Agreement providing for, or resulting  
in, the direct reduction or elimination of any right, preference or benefit     
granted to any particular person or entity or group of persons or entities will 
require the consent of such person or entity or group of persons or entities,   
and (iv) any amendment of any other provision of the LLC Agreement (A) to       
satisfy any requirements, conditions, guidelines or opinions contained in any   
opinion, directive, order, ruling or regulation of the Commission, the IRS or   
any other United States federal or state agency, or in any United States federal
or state statute, compliance with which the Board                               

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deems in good faith to be in the best interests of the Parent and (B) to cure   
any ambiguity or mistake or correct or supplement any provision of the LLC      
Agreement that may be incomplete or inconsistent with any other provision       
contained therein, may be signed by the Parent only, without any approval of the
Members being required, if such modification or amendment is authorized by the  
Board.                                                                          

FIDUCIARY AND OTHER DUTIES                                                      

The fiduciary obligations of officers, directors, members and 
affiliates of limited liability companies is a developing area of the law. In an
effort to create more certainty regarding the duties of the officers and        
directors of the Parent to the Parent and the Members, the LLC Agreement        
specifies certain standards of behavior required of such persons, sets forth    
procedures that may be used for resolution of conflicts of interest and         
describes certain activities that will not be deemed to violate fiduciary or    
other duties.                                                                   

   The LLC Agreement provides that, except as otherwise specifically
provided therein, the duties and obligations of Officers, Directors and Members 
to the Parent will be the same as the duties owed by officers, directors and    
stockholders, respectively, of a corporation organized under the DGCL to such   
corporation. The Parent believes that there is more certainty under the DGCL    
regarding duties owed by such persons than under the Delaware Act, primarily    
because there are many judicial decisions under the DGCL and comparable         
corporate statutes. Other provisions of the LLC Agreement contain language that 
limits the liability of Officers, Directors, Members, their respective          
affiliates and certain other persons (collectively, "Covered Persons") to the   
Parent or the holders of Units. Such provisions are intended to permit Covered  
Persons to act in good faith reliance on the provisions of the LLC Agreement;   
with certain limitations, to allow certain Covered Persons to engage in outside 
businesses and activities (including those competitive with the business of the 
Parent) and to take for their respective own accounts investment opportunities  
without first presenting such investment opportunities to the Parent; and to    
permit the Officers and Directors to perform their duties to the Parent, without
undue uncertainty regarding the standards by which they will be judged or undue 
risk of liability. The Parent believes that such provisions are necessary to    
provide certainty and fairness with respect to the relationships between Covered
Persons and the Parent, some of which may potentially involve conflicts of      
interest. See "The Merger and the Exchange--Interest of Certain Persons in the  
Merger and the Exchange; Conflicts of Interest." The LLC Agreement provides,    
among other things, that a Covered Person will not be liable for any act or     
omission if such person acted in the good faith belief that such action was in, 
or was not opposed to, the best interests of the Parent and in a manner believed
to be within the scope of authority conferred on such Covered Person by or      
pursuant to the LLC Agreement.                                                  

INDEMNIFICATION                                                                 

      The LLC Agreement provides that the Parent will indemnify any person
who is or was or has agreed to become a Director, Officer, employee or agent of 
the Parent, or is or was serving or has agreed to serve at the request of the   
Parent as a director, officer, employee or agent of another entity or other     
enterprise, against liabilities arising in the course of such person's service, 
provided that the indemnitee acted in good faith and in a manner reasonably     
believed to be in or not opposed to the best interests of the Parent, provided  
that with respect to any criminal proceeding, the indemnitee had no reasonable  
cause to believe his conduct was unlawful. Such liabilities include all expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement.   
The Members will not be personally liable for such indemnification.             

RIGHT TO INFORMATION                                                            

       In addition to other rights specifically listed in the LLC Agreement,
and subject to such reasonable standards as may be established by the Parent,   
each Member is entitled to all information to which a                           

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member of a Delaware limited liability company is entitled to have access       
pursuant to Section 18-305 of the Delaware Act under the circumstances and      
subject to the conditions therein stated.                                       

TERMINATION AND DISSOLUTION                                                     

    The Parent will have perpetual existence, unless sooner terminated
pursuant to the Agreement. The LLC Agreement provides that the Parent will be   
dissolved upon (i) the consent of the Board of Directors and two-thirds of the  
Members (by number of Units), or (ii) any event which, under the Delaware Act or
other applicable law, would cause the dissolution of the Parent, provided that, 
unless required by law, the Parent will not be wound up as a result of any such 
event and the business of the Parent will be continued. Notwithstanding the     
foregoing, the death, retirement, resignation, bankruptcy or dissolution of any 
Member or the occurrence of any other event that terminates the continued       
membership of any Member in the Parent under the Delaware Act will not, in and  
of itself, cause the dissolution of the Parent.                                 

LIQUIDATION AND DISTRIBUTION OF PROCEEDS                                        

        Upon dissolution of the Parent, the Board of Directors will direct the
liquidation of the Parent's assets and apply the proceeds of liquidation in the 
order of priority set forth in the LLC Agreement. Generally, after discharging  
the debts and liabilities of the Parent, any remaining proceeds will be         
distributed to the Members in accordance with the respective Units owned by     
them.                                                                           

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SELECTED HISTORICAL FINANCIAL DATA

      The following tables set forth selected historical financial data of
MGI for the four years ended December 31, 1996 and for the six month period     
ended June 30, 1997 and of CERA for the five fiscal years ended June 30, 1997.  
The selected historical financial data of MGI for the four years ended December 
31, 1996 and of CERA for the five fiscal years ended June 30, 1997 were derived 
from the audited Consolidated Financial Statements of MGI and CERA,             
respectively. The selected historical financial data of MGI for the six month   
period ended June 30, 1997 and of CERA for the fiscal year ended June 30, 1997  
were derived from the unaudited Consolidated Financial Statements of MGI and    
CERA, respectively, and include, in the opinion of the respective managements,  
all adjustments, consisting only of normal recurring adjustments, necessary to  
present fairly the data for such periods. The unaudited results of MGI for the  
six month period ended June 30, 1997 are not necessarily indicative of the      
results of MGI to be expected for the full year ended December 31, 1997, or for 
any future periods. The following tables should also be read in conjunction with
"MGI Management's Discussion and Analysis of Financial Condition and Results of 
Operations," "CERA Management's Discussion and Analysis of Financial Condition  
and Results of Operations" and the Consolidated Financial Statements of MGI and 
of CERA and accompanying notes thereto included elsewhere in this Information   
Statement/Prospectus.                                                           

 MCM GROUP, INC.

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                                                                                                Six months ended  
                                              Years ended December 31,                              June 30,      
                         ----------------------------------------------------------------       ----------------  
                                      1993                   1994        1995        1996       1996        1997  
                         ------------------------------      ----        ----        ----       ----        ----  
                         January 1 to       February 17                                                           
                          February 16          to                                                                 
                         (Predecessor)      December 31                                                           
                         -------------      -----------                                                           
                              (a)               (a)                                                               

Dollars in Thousands                                                                                              
(except per share data)                                                                                           

OPERATING DATA:                                                                                                   
                         -------------      -----------   ---------   ---------   ---------  ---------   ---------
                                                                                                                  
Total revenues                  $2,555  |       $18,488     $26,596     $31,625     $36,119    $17,718     $20,155
                                        |                                                                         
Income before                           |                                                                         
income tax provision               554  |         2,734       1,420       2,536       5,738      2,770       4,113
                                        |                                                                         
Income tax provision               195  |         1,354         692         977       2,776      1,330       1,972
                                        |                                                                         
Net income                      $  359  |       $ 1,380     $   728     $ 1,559     $ 2,962    $ 1,440     $ 2,141
                                        |                                                                         
Income from                             |                                                                         
continuing operations                   |                                                                         
per common share                        |          4.19        2.21        4.72        8.82       4.12        6.49
                                        |                                                                         
BALANCE SHEET DATA:                     |                                                                         
                                        |                                                                         
Total assets                            |       $25,038     $26,558     $28,432     $34,151    $30,855     $37,326
                                        |                                                                         
Total liabilities                       |             _           _       4,773       6,555      5,755       7,589
                                        |                                                                         
Redeemable                              |                                                                         
common stock (b)                        |             _           _           _         800          _         800
                                        |                                                                         
Common                                  |                                                                         
stockholders' equity                    |        22,007      22,100      23,659      26,796     25,100      28,937

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CAMBRIDGE ENERGY RESEARCH ASSOCIATES, INC.

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                                                     Years ended June 30,                    
                                    ---------------------------------------------------------
                                    1993        1994        1995        1996        1997     
                                    ----        ----        ----        ----        ----     
                                                                                             
OPERATING DATA:                                                                              

Total revenues                      $ 11,026    $ 14,157    $ 20,074    $ 25,413    $ 30,020 

Income before income tax provision       121          82         231          96         110 

Income tax provision (c)                  47          71         197          89         107 

Net income                          $     74    $     11    $     34    $      7    $      3 

Income from continuing                                                                       
operations per common share             0.31        0.05        0.14        0.03        0.01 

BALANCE SHEET DATA:                                                                          

Total assets                        $  5,826    $  6,802    $  9,057    $ 12,108    $ 16,310 

Total long term debt                     113          41          --          --          -- 

Common stockholders' deficit            (278)       (264)       (384)       (375)       (401)

 NOTES TO SELECTED HISTORICAL FINANCIAL DATA

(a)      Two periods have been presented for 1993 to reflect the acquisition of 
       MGI's former parent, The Van Kampen Merritt Companies, Inc. ("the VKM
         Acquisition") on February 17, 1993. As a result of the VKM Acquisition,
the consolidated financial data for the period after the VKM  
      Acquisition is presented on a different cost basis than that for the
      period prior to the VKM Acquisition and therefore is not comparable.

(b)      MGI has agreed to redeem certain common stock at fair market value     
under certain defined conditions.                             

(c)      During these periods, CERA elected S Corporation status under the      
     Internal Revenue Code whereby it did not incur any federal and most
  state taxes at the corporate level, as they were borne by CERA's
stockholders.                                                 

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 PRO FORMA CONDENSED COMBINED FINANCIAL DATA
 (UNAUDITED)

         The following unaudited Pro Forma Condensed Combined Financial Data are
based on the Consolidated Financial Statements of MGI and CERA included         
elsewhere in this Information Statement/Prospectus, as adjusted to give effect  
to the Merger and the Exchange and related transactions.                        

        The unaudited Pro Forma Condensed Combined Statements of Operations of
the Parent are derived from the Consolidated Statements of Income of CERA for   
the fiscal year ended June 30, 1996 and the fiscal year ended June 30, 1997,    
included elsewhere in this Information Statement/Prospectus, and the            
Consolidated Statement of Income of MGI for the year ended December 31, 1996 and
the six months ended June 30, 1997, included elsewhere in this Information      
Statement/Prospectus, and assumes that the Merger and the Exchange were         
consummated as of January 1, 1996. The unaudited Pro Forma Condensed Combined   
Balance Sheet of the Parent is derived from the Consolidated Balance Sheets of  
CERA and of MGI as of June 30, 1997, included elsewhere in this Information     
Statement/Prospectus, and the Balance Sheet of the Parent, included elsewhere in
this Information Statement/Prospectus. The unaudited Pro Forma Condensed        
Combined Financial Data should be read in conjunction with the Consolidated     
Financial Statements of the Parent, of MGI and of CERA, included elsewhere in   
this Information Statement/Prospectus.                                          

         The unaudited Pro Forma Condensed Combined Financial Data of the Parent
do not purport to be indicative of the results that would actually have been    
obtained if the Merger and the Exchange had occurred on the dates indicated or  
of the results that may be obtained in the future. The unaudited Pro Forma      
Condensed Combined Financial Data are presented for comparative purposes only.  
The pro forma adjustments, as described in the accompanying data and notes, are 
based on available information and certain assumptions that management believes 
are reasonable.                                                                 

The unaudited pro forma information is based on the historical
Consolidated Financial Statements of the Parent, of MGI and of CERA. The Merger 
has been accounted for at historical cost as the merged entities were under     
common control. For pro forma presentation purposes it has been assumed that all
shares of MGI Common Stock will be exchanged for Units. The Exchange has been   
accounted for under the purchase method of accounting. The purchase price,      
including related fees and expenses, has been allocated to the tangible and     
identifiable intangible assets and liabilities of CERA with the remainder       
allocated to goodwill. The allocation of the purchase price is subject to       
revision when additional information concerning asset and liability valuation   
becomes available. The pro forma adjustments include adjustments to reflect the 
CERA Distribution Loan and the CERA Cash Distribution, changes in amortization  
of intangible assets relating to the allocation of the purchase price, the      
elimination of non-recurring charges for various fees and costs associated with 
the Exchange, the change in CERA's tax status, and the related tax effects of   
the various pro forma adjustments.                                              

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PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
 (UNAUDITED)

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                                   June 13, to                                                      
                                  June 30, 1997           Six Months ended June 30, 1997            
                                  -------------  -------------------------------------------------- 
                                      Parent                                                        
                                      ------                             Pro Forma                  
                                       (a)         MGI        CERA      Adjustments       Pro Forma 
                                       ---         ---        ----      -----------       --------- 
                                                                                                    
Dollars in Thousands                                                                                
Research services revenues                   --  $ 19,834   $ 16,904             --       $  36,738 
Other revenues                               --       321         --             --             321 
                                    -----------  --------   --------    -----------       --------- 
         Total revenues                      --    20,155     16,904             --          37,059 

Total expenses                               --    16,042     16,120          1,018  (d)     33,180 
                                    -----------  --------   --------    -----------       --------- 
         Operating Income                    --     4,113        784         (1,018)          3,879 
Interest income (expenses), net              --        --         29         (1,016) (c)       (987)
Other income (expenses), net                 --        --       (756)           496  (f)       (260)
                                    -----------  --------   --------    -----------       --------- 
         Income before income tax                                                                   
         provision                           --     4,113         57         (1,538)          2,632 
Income tax provision                         --     1,972         54           (921) (e)      1,105 
                                    -----------  --------   --------    -----------       --------- 
         Net income                          --  $  2,141   $      3    $      (617)      $   1,527 
                                    ===========  ========   ========    ===========       ========= 

         Income from pro forma                                                                      
         continuing operations                                                                      
         per LLC unit                                                                     $    0.22 
                                                                                          ========= 

 See Notes to Pro Forma Condensed Combined Statement of Operations

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PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
 (UNAUDITED)

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                                                           Year ended December 31, 1996                             
                                ----------------------------------------------------------------------------------- 
                                     MGI                  CERA                                                      
                                -------------   ------------------------------                                      
                                                                  Six months                                        
                                 Year ended      Six months         ended                                           
                                 December 31,       ended         December 31,      Pro Forma                       
                                    1996        June 30, 1996        1996          Adjustments          Pro Forma   
                                -------------   -------------    -------------    -------------       ------------- 
                                                     (b)              (b)                                           
                                                                                                                    
DOLLARS IN THOUSANDS                                                                                                

Research services revenues      $      35,794   $      14,624    $      13,116               --       $      63,534 

Other revenues                            325              --               --               --                 325 
                                -------------   -------------    -------------    -------------       ------------- 
      Total revenues                   36,119          14,624           13,116               --              63,859 

Total expenses                         30,381          14,402           12,866            2,035  (d)         59,684 
                                -------------   -------------    -------------    -------------       ------------- 
      Operating Income                  5,738             222              250           (2,035)              4,175 

Interest income (expense), net             --              47               11           (2,032) (c)         (1,974)

Other income (expense), net                --            (216)            (209)              --                (425)
                                -------------   -------------    -------------    -------------       ------------- 
      Income before income              5,738              53               52           (4,067)              1,776 
      tax provision                                                                                                 

Income tax provision                    2,776              52               52           (2,134) (e)            746 
                                -------------   -------------    -------------    -------------       ------------- 
      Net income                $       2,962   $           1               --    $      (1,933)      $       1,030 
                                =============   =============    =============    =============       ============= 

      Income from pro forma                                                                                         
      continuing operations                                                                                         
      per LLC unit                                                                                    $        0.32 
                                                                                                      ============= 

 See Notes to Pro Forma Condensed Combined Statement of Operations

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 NOTES TO PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(Dollars In Thousands)

       The Pro Forma Condensed Combined Statements of Operations (unaudited)
for the year ended December 31, 1996 and the six months ended June 30, 1997     
assume that the Merger and the Exchange and related transactions occurred on    
January 1, 1996.                                                                

(a)      The Parent was formed on June 30, 1997.                                

(b)      The Condensed Combined Statement of Operations, for the year ended     
     December 31, 1996 of CERA was derived from combining the results of
       operations for the six months ended June 30, 1996 as derived from the
      Consolidated Statement of Income of CERA for the year ended June 30,
         1996, included elsewhere in this Information Statement/Prospectus, with
the six months ended December 31, 1996, as derived from the   
      Consolidated Statement of Income of CERA for the year ended June 30,
    1997, included elsewhere in this Information Statement/Prospectus.

(c)      The adjustment reflects an increase in interest expense resulting from 
        the CERA Distribution Loan in an assumed aggregate principal amount of
$23,900, assuming an interest rate of 8.5%.                   

(d)      The adjustment reflects an increase in amortization expense resulting  
      from the increase in CERA's intangible assets, including capitalized
        transaction costs, amortized over their useful lives ranging from 5 to
25 years.                                                     

(e)      The adjustment reflects an increase in income tax expense resulting    
       from the assumed change in tax status of CERA as a result of the CERA
    Exchange and a net decrease in the provision for income taxes as a
         result of the pro forma adjustments, all assuming an effective tax rate
of 42%.                                                       

(f)      The adjustment reflects the elimination of professional fees of $496   
      incurred by CERA during the six months ended June 30, 1997 that were
associated with the Exchange.                                 

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PRO FORMA CONDENSED COMBINED BALANCE SHEET
 (UNAUDITED)

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                                                                    June 30, 1997                          
                                            ---------------------------------------------------------------
                                             Parent                                                        
                                            -------                            Pro Forma                   
                                              (a)        MGI        CERA      Adjustments        Pro Forma 
                                                      ---------   --------    -----------       -----------
                                                                                                           
ASSETS                                                                                                     
Current assets:                                                                                            

Cash and cash equivalents                        --   $  12,794   $  4,942         23,900  (d)  $    17,736
                                                                                  (23,900) (d)             
Receivables, net                                 --       4,963      9,466             --            14,429

Prepaids and other current assets                --         834        296             --             1,130
                                            -------   ---------   --------    -----------       -----------
         Total current assets                    --      18,591     14,704             --            33,295

Furniture, equipment, and leasehold              --       2,228      1,503             --             3,731
improvements, net                                                                                          

Excess cost over fair value of net assets        --      16,077         --