Arm Financial Group, Inc.
Ticker:ARM 515 West Market Street
Exchange:American Stock Exchange Louisville, KY 40202
Industry:Financial (SIC Code 6311) (502) 582-7900

Offering Information
Type of Shares:Class A Common Shares Filing Date:10/23/96
U.S. Shares:6,400,000 Offer Date:6/18/97
Non-U.S. Shares:1,600,000 Filing Range:$12.00 - $14.00
Primary Shares:5,750,000 Offer Price:$15.00
Secondary Shares:2,250,000 Gross Spread:$1.05
Offering Amount: $104,000,000 Selling:$0.63
Expenses: - Reallowance:$0.10
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
Morgan Stanley Dean Witter Discover & Co.Lead Manager (212) 761-5900
Bear, Stearns & Co. Inc.Co-manager (212) 272-4850
Dean Witter ReynoldsCo-manager (212) 392-3223
Merrill Lynch & Co.Co-manager (212) 449-4600

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Shearman & Sterling
Bank's Law Firm: Lebdeuf, Lamb, Greene & Macrae

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 6/30/96 6/30/95 6/30/96
Revenue:$196.02$117.86$84.96Assets:$4,234.92
Net Income:$7.14$8.11$2.48Curr Assets:
EPS:Liabilities:$4,089.02
Prior EPS:Curr Liabilities:
Cash Flow/Oper:Equity:$145.90
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company specializes in the asset accumulation business, providing retail and institutional customers with products designed to serve the growing retirement and long-term savings markets as well as providing other asset management services. The company's earnings are derived from investment spread and fee income. The company's retail products include a wide variety of fixed and variable annuities and face amount certificates sold primarily through a broad spectrum of distribution channels including financial planners, independent insurance agents, stockbrokers and banks. The company offers asset management services and guaranteed investment contracts to its institutional clients, which include defined benefit pension plans, defined contribution or 401(k) pension plans and insurance companies. The company markets its institutional products and services directly to bank trust departments, plan sponsors, cash management funds, other institutional funds and insurance companies as well as through industry consultants.

Use of Proceeds
The proceeds from the proposed offering will be used to strengthen the company's existing capital base, to repay outstnading indebtedness and for other corporate purposes, which may include additions to working capital and acquisitions.

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