TB Wood's Corporation
Ticker: TBW 440 North Fifth Avenue
Exchange: New York Stock Exchange Chambersburg, Pennsylvania 17201
Industry: Manufacturing (717) 264-7161

Type of Shares:Common Shares Filing Date:9/1/95
U.S. Shares:2,750,000 Offer Date:2/8/96
Non-U.S. Shares:0 Filing Range:$13.00 - $16.50
Primary Shares:1,873,183 Offer Price:$12.00
Secondary Shares:876,817 Gross Spread:$0.84
Offering Amount: $40,562,500 Selling:$0.50
Expenses:$750,000 Reallowance:$0.10
Shares Out After:5,750,000

ManagerTierPhone
CS First BostonLead Manager (212) 909-3312
Smith Barney Inc.Co-manager (718) 921-8473

Auditor: Arthur Andersen
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/94 9/30/95 9/30/94 9/30/95
Revenue:$95.30$77.80$70.70Assets:$64.60
Net Income:$3.90$3.40$2.90Liabilities:$73.30
EPS:$1.04$0.88$0.79Equity:-$8.70

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

Business Description
The company is an established designer, manufacturer and marketer of electronic and mechanical industrial power transmission products. The Company's products are sold to North American and international manufacturers and users of industrial equipment. The Company's principal products have significant market positions in the United States and Canada and include electronic drives, integrated electronic drive systems, mechanical belted drives and flexible couplings. Management believes the "TB Wood's " name is well established in the power transmission industry. The Company's highly regarded brand names include Sure-Flex, Ultra-V, Formflex, E-trAC and QT Power Chain. The Company is recognized in the power transmission industry for its product quality, engineering support and superior customer service. Power transmission products such as the Company's are critical components in the operation of manufacturing and processing facilities and are used in both new equipment and in the periodic maintenance and upgrading of existing equipment.

Use of Proceeds
The company intends to use such net proceeds to repay approximately $9.5 million of borrowings under the company's secured credit agreement between the company and Fleet Capital Corporation, and to repay in full its senior subordinated promissory notes issued by the company to USL Capital Corporation, including fees related such prepayment.

Last updated: 10/28/96

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