ProSource, Inc.
Ticker: PSDS 550 Biltmore Way, 10th Floor
Exchange: NASDAQ-National Market Coral Gables, Florida 33134
Industry: Wholesale (305) 529-2500

Type of Shares:Class A Common Shares Filing Date:9/6/96
U.S. Shares:3,400,000 Offer Date:11/11/96
Non-U.S. Shares:0 Filing Range:$14.00 - $16.00
Primary Shares:3,400,000 Offer Price:$14.00
Secondary Shares:0 Gross Spread:$0.98
Offering Amount: $51,000,000 Selling:$0.55
Expenses: - Reallowance:$0.10
Shares Out After: -
Spin out parent firm: Onex Corporation

ManagerTierPhone
Morgan Stanley & Co. IncorporatedLead Manager (212) 703-4797
Merrill Lynch & Co.Co-manager (212) 449-4600
Smith Barney Inc.Co-manager (718) 921-8473

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 6/29/96 7/1/95 6/29/96
Revenue:$3.46$2.01$1.45Assets:$502.00
Net Income:-$0.80-$18.00-$1.20Liabilities:$469.30
EPS:Equity:$32.70

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company is an independent food service distributor specializing in distribution to chain restaurants. It distributes a wide variety of items, including meat and poultry, seafood, frozen foods, canned and dry goods, produce, dairy products, etc. The company distributes a wide variety of items, including fresh and frozen meat and poultry, seafood, frozen foods, canned and dry goods, fresh and pre-processed produce, beverages, dairy products, paper goods and cleaning and other supplies. The company specializes in providing food and food-related products to two segments of the restaurant industry -- limited-menu quick service restaurants, including Burger King, Arby's, Long John Silver's, Sonic, Chick-fil-A, TCBY and Wendy's, and casual dining restaurants, including Red Lobster, Olive Garden, TGIFriday's and Chili's. The company was formed in 1992 to acquire Burger King Distribution Services, the "in-house" distributor for Burger King Corporation, which serviced approximately 4,150 Burger King restaurants. In the four years since the acquisition, the company has, through a combination of acquisitions and internal growth, become a leading distributor to chain restaurants, servicing approximately 14,450 restaurants within 18 different restaurant chains. Through a series of acquisitions during 1993 and 1994, the company added approximately 1,100 of the restaurants included in its current customer base.

Use of Proceeds
The proceeds from the proposed offering will be used to prepay a portion of the company's outstanding indebtedness.

Last updated: 12/8/96

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