Millbrook Press Inc., The
Ticker:MILB 2 Old New Milford Road
Exchange:NASDAQ-Small Cap Market Brookfield, Connecticut 06804
Industry:Manufacturing (203) 740-2220

Type of Shares:Common Shares Filing Date:10/21/96
U.S. Shares:1,700,000 Offer Date:12/18/96
Non-U.S. Shares:0 Filing Price:$5.00
Primary Shares:1,700,000 Offer Price:$4.50
Secondary Shares:0 Gross Spread:$0.45
Offering Amount: $8,500,000 Selling:$0.23
Expenses:$560,000 Reallowance:$0.10
Shares Out After:3,000,000

ManagerTierPhone
GKN SecuritiesLead Manager (212) 509-3800

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
7/31/96 7/31/96
Revenue:$9.94Assets:$12.57
Net Income:-$1.12Liabilities:$5.53
EPS:-$1.09Equity:$7.04

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

Business Description
The company is a publisher of nonfiction children's books, in both hardcover and paperback, for the school and public library market and the consumer market. Since its inception, the company has published more than 560 hardcover 310 paperback books under its Millbrook and Copper Beech imprints. The company's books have been placed on numerous recommended lists by libraries, retail bookstores and educational organizations. The company believes it has established a reputation for publishing books which have high quality content established a reputation for publishing books which have high quality content and design and believes it has been a leader in the development of books that appeal to both the school and public library and consumer markets. The company's books have evolved from information-intensive school and library books to its current mix of highly-graphic, consumer-oriented books. As result, many of the company's books are distributed throughout the United States to the school and public library market as hardcover books while being simultaneously distributed to retail bookstores and other specialty retail, direct sales and special market outlets as either hardcover or paperback books. The company achieves their crossover by producing books with attractive layouts, illustrations and covers that are also informationally rich.

Use of Proceeds
The proceeds from the proposed offering will be used for product development; to repay in full the unsecured promissory notes of the company issued in the bridge financing; for the enhancement of marketing capabilities; for accrued development, manufacturing and royalty expenses to an affiliate of a principal stockholder and for working capital and general corporate purposes.

Last updated: 12/29/96

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