Preferred Employers Holdings, Inc.
Ticker:PEGI 10800 Biscayne Boulevard, Penthouse
Exchange:NASDAQ-Small Cap Market Miami, FL 33161
Industry:Financial (SIC Code 6411) (305) 893-4040

Offering Information
Type of Shares:Common Shares Filing Date:10/15/96
U.S. Shares:1,500,000 Offer Date:2/5/97
Non-U.S. Shares:0 Filing Range:$7.00 - $8.00
Primary Shares:1,500,000 Offer Price:$7.25
Secondary Shares:0 Gross Spread:$0.51
Offering Amount: $11,250,000 Selling:$0.31
Expenses:$600,000 Reallowance:$0.10
Shares Out After:4,500,000

Primary Underwriting Group
ManagerTierPhone
Commonwealth AssociatesLead Manager (212) 297-5608

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Baer Marks & Upham
Bank's Law Firm: Squadron, Ellenoff, Plesent, Sheinfeld & Sorkin
Auditor: KPMG Peat Marwick
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:$2.27$1.91$1.65Assets:$6.07
Net Income:-$0.09-$0.07$0.00Curr Assets:
EPS:-$0.03-$0.02Liabilities:$5.85
Prior EPS:$2.38-$0.10-$0.44Curr Liabilities:
Cash Flow/Oper:-$0.88Equity:$0.22
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is primarily engaged in providing workers' compensation and business insurance products and risk management services designed for American franchise businesses. Annual premiums paid for workers' compensation insurance by the franchise industry exceed $2.5 billion, with annual premiums paid by the fast food and family style restaurant and convenience store segment alone representing approximately $1 billion of this amount. Although the company believes that such franchise businesses tend to be among the safest insurance risks, they generally pay the same workers' compensation rates as non-franchise businesses which may not have formal risk or safety awareness programs. Consequently, such businesses rarely realize any price advantages from their favorable safety records and generally suffer premium "redundancy" or an "overcharge" in their workers' compensation insurance rates.

Competition
The workers' compensation industry is hgihly competitive. The company competes with other GA's, numerous large insurance companies, managed health care companies, state sponsored insurance pools, risk management consultants and non-Company affiliated broker/agents, many of which have significantly larger operatins and greater financial, marketing, human, and other resources than the company. Such competitors may have material advantages over the company as a result of additional forms of insurance and services they offer in addition to workers' compensation products and services. Competitive factors include product lines, premium rates, personalized service and effective cost containment measures. Although the company believes that, as one of the only national providers specializing in workers' compensation insurance for franchise businesses I nthe United States, it is uniquely positioned in the industry, no assurance can be given that other companies will not develop similar national programs.

Business Plan
The company's goal is to strengthen its position as one of the leading providers of its products and services to fast food and family style franchise restaurants and convenience stores throughout North America and to expand into other franchise businesses. It believes this goal can be accomplished by devising and implementing programs on a state-by-state basis to: (I) accumulate the latest approved rate information, (ii) obtain approved carrier rate filings, (iii) maintain up to date information on legislative changes affecting the industry, (iv) ascertain current factors affecting pricing in the voluntary market, (v) interact with insurance carriers to encourage competitive pricing, while respecting the carriers need for profitability and to remain viable in the marketplace, (vi) target quality risks, (vii) present insured clients with effective methods of monitoring, reducing and containing claims costs, (viii) market programs designed to reward preferred risks with incentives to purchase renew insurance coverage and (ix) become a "one-stop" provider of commercial insurance to its selected franchise industries.

Use of Proceeds
The proceeds from the proposed offering will be used to capitalize the reinsurance operations of the Reinsurance Subsidiary, for working capital and for general corporate purposes.

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