MLC Holdings, Inc.
Ticker: MLCH 11150 Sunset Hills Road, Suite 110
Exchange: NASDAQ-National Market Reston, Virginia 20190
Industry: Service (703) 834-5710

Type of Shares:Common Shares Filing Date:9/11/96
U.S. Shares:1,000,000 Offer Date:11/15/96
Non-U.S. Shares:0 Filing Range:$7.00 - $9.00
Primary Shares:1,000,000 Offer Price:$8.75
Secondary Shares:0 Gross Spread:$0.61
Offering Amount: $8,000,000 Selling:$0.36
Expenses: - Reallowance:$0.10
Shares Out After:5,000,000

ManagerTierPhone
Friedman, Billings, Ramsey & Co., Inc.Lead Manager (703) 312-9500

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
3/31/96 6/30/96 6/30/95 6/30/96
Revenue:$42.80$12.90$3.78Assets:$17.98
Net Income:$1.61$0.52$0.41Liabilities:$16.30
EPS:$0.40$0.13$0.10Equity:$1.68

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

Business Description
The company specializes in leasing and financing information technology assets and providing asset management services to middle market commercial customers, select Fortune 1000 firms, federal, state and local governments and vendors. The assets leased by the company include personal computers, client server systems, networks, mid-range and mainframe computer equipment, telecommunications equipment and software. The ten largest commercial customers of the company by the purchase price of the equipment leased by the company, for fiscal year 1996, are, in alphabetical order: America Online, Inc.; Bakery and Confectionery Union and Industry International Health Benefits and Pension Fund; Cable & Wireless, Inc.; Corning Incorporated; Long Island Lighting Company; Lutheran Brotherhood; MCI Telecommunications Corporation; Nationwide Mutual Insurance Company; Progressive Casualty Insurance Company; and Strawbridge & Clothier.

Use of Proceeds
The proceeds from the proposed offering will be used i) to repay outstanding indebtedness currently owed to two stockholders of the company ii) to reduce the then outstanding balance of the company's revolving loan facility, with NationsBank iii) to reduce the then outstanding balance of the company's revolving term loan facility with First Union National Bank of Virginia iv) for general corporate purposes, including purchases of equipment for lease or resale, acquisitions of existing portfolio equipment and related leases and acquisitions of related businesses or new joint ventures.

Last updated: 12/8/96

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