Castle Dental Centers, Inc.
Ticker:CASL 1360 Post Oak Boulevard, Suite 1300
Exchange:NASDAQ-National Market Houston, TX 77056
Industry:Service (SIC Code 8021) (713) 513-1400

Offering Information
Type of Shares:Common Shares Filing Date:9/3/96
U.S. Shares:2,500,000 Offer Date:9/11/97
Non-U.S. Shares:0 Filing Range:$11.00 - $13.00
Primary Shares:2,500,000 Offer Price:$13.00
Secondary Shares:0 Gross Spread:$0.91
Offering Amount: $30,000,000 Selling:$0.55
Expenses:$1,000,000 Reallowance:$0.10
Shares Out After:11,541,980

Primary Underwriting Group
ManagerTierPhone
J.C. Bradford & Co.Lead Manager (615) 748-9347
Southcoast Capital CorpCo-manager (212) 940-9488

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Bracewell & Patterson
Bank's Law Firm: Willkie Farr & Gallagher

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 6/30/96 6/30/95 6/30/96
Revenue:$18.26$10.71$9.08Assets:$22.36
Net Income:-$2.41$0.03$0.33Curr Assets:
EPS:-$0.39$0.01$0.06Liabilities:$26.48
Prior EPS:$0.14Curr Liabilities:
Cash Flow/Oper:Equity:-$4.12
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is one of the largest providers of dental practice management services to general, orthodontic and multi-specialty dental practices in the United States. The company currently conducts operations in the states of Texas, Florida and Tennessee and has entered into definitive agreements to acquire certain assets of and manage dental practices headquartered in Long Island, New York, serving the New York metropolitan area, and Little Rock, Arkansas, with offices in Arkansas, Oklahoma and Louisiana. The company develops integrated dental networks through affiliations with dental practices providing quality care in selected markets across the United States with a view to achieving broad geographic coverage within those markets. The company seeks to achieve operating efficiencies by consolidating and integrating affiliated practices into regional networks, realizing economies of scale in such areas as marketing, administration and purchasing and enhancing the revenues of its affiliated dental practices by increasing both patient visits and the range of specialty services offered.

Use of Proceeds
The proceeds from the proposed offering will be used to fund acquisitions and development programs, repay indebtedness, prepay deferred compensation obligations and increase available working capital.

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