Medical Manager Corporation
Ticker:MMGR 3001 North Rocky Point Drive, Suite 100
Exchange:NASDAQ-National Market Tampa, FL 33607
Industry:High-Tech (SIC Code 7373) (813) 287-2990

Offering Information
Type of Shares:Common Shares Filing Date:9/30/96
U.S. Shares:6,000,000 Offer Date:1/30/97
Non-U.S. Shares:0 Filing Range:$13.00 - $15.00
Primary Shares:6,000,000 Offer Price:$11.00
Secondary Shares:0 Gross Spread:$0.77
Offering Amount: $84,000,000 Selling:$0.45
Expenses:$2,320,000 Reallowance:$0.10
Shares Out After:17,705,470

Primary Underwriting Group
ManagerTierPhone
Donaldson, Lufkin & Jenrette Securities Corp.Lead Manager (212) 371-0641
Dean Witter ReynoldsCo-manager (212) 392-3223

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Morgan, Lewis & Bockius
Bank's Law Firm: Hogan & Hartson
Auditor: Coopers & Lybrand
Registrar/Transfer Agent: American Stock Transfer & Trust Co

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 9/30/96 9/30/95 9/30/96
Revenue:$36.31$29.70$25.84Assets:$17.84
Net Income:$5.79$4.15$4.24Curr Assets:
EPS:$0.33$0.23$0.24Liabilities:$6.70
Prior EPS:Curr Liabilities:
Cash Flow/Oper:Equity:$11.14
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a leading provider of comprehensive physician practice management systems to independent physicians, physician groups, management service organizations, independent practice associations and managed care associations. The company is also a leading provider of other providers of health care services in the United States. The company develops, markets and supports The Medical Manager practice management system, which addresses the financial, administrative, clinical and practice management needs of physicians. The company's system has been implemented in a wide variety of practice settings from small physician groups to multi-provider IPAs and MSOs and enables physicians and their administrative staffs to efficiently manage their practices while delivering quality patient care in a constantly changing health care environment. Since the development of The Medical Manager in 1982, the company's installed base has grown to over 22,500 client sites with over 100,000 physicians, representing more than 80 practice specialties, making it the most widely installed physician practice management system in the United States.

Competition
The market for physician practice management systems and services is highly competitive. The company believes that the principal competitive factors in this market include the functionality and price of the practice management system, the support provided to system users, ongoing research and development efforts and the national presence and financial stability of the seller. The industry is fragmented and includes numerous competitors. The company believes its principal competitive advantages are the product's substantial installed client base, open system design and advanced features and capabilities, as well as the company's focus on customer support and training programs and its network of dealers.

Business Plan
The company's strategy is to integrate its research and development, marketing, sales and support resources and to build upon its leadership position as the provider of the most widely utilized physician practice management system. Key elements of this strategy include: 1) capitalizing on new corporate structure; 2) consolidating and rationalizing the distribution network; 3) increasing penetration of management service organizations and other large physician groups; 4) cross-selling products and services to existing client base; 5) continuing development of new products, product enhancements and services.

Use of Proceeds
The proceeds from the proposed offering will be used to pay the cash portion of the purchase price for the Founding Companies and for working capital and other general corporate purposes, including future acquisitions.

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