PowerCerv Corporation
Ticker: PCRV 400 North Ashley Drive, Suite 2700
Exchange: NASDAQ-National Market Tampa, Florida 33602
Industry: High-Tech (813) 226-2600

Type of Shares:Common Shares Filing Date:1/16/96
U.S. Shares:3,300,000 Offer Date:3/1/96
Non-U.S. Shares:0 Filing Range:$9.00 - $11.00
Primary Shares:2,900,000 Offer Price:$14.00
Secondary Shares:400,000 Gross Spread:$0.98
Offering Amount: $33,000,000 Selling:$0.56
Expenses:$800,000 Reallowance:$0.10
Shares Out After:13,290,000

ManagerTierPhone
Robertson, Stephens & CompanyLead Manager (415) 989-8500
Alex. Brown & Sons IncorporatedCo-manager (410) 727-1700

Auditor: KPMG Peat Marwick
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 12/31/95
Revenue:$28.20Assets:$15.29
Net Income:-$0.43Liabilities:$31.28
EPS:-$0.41Equity:-$15.99

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

Business Description
The company provides a broad range of client/server developmental tools, application products and services enabling its customers to implement their client/server systems to achieve their business goals. The company's products and services provide its customers with the ability to successfully design, develop and maintain client/server solutions for their specific needs, whether those needs are best met by buying pre-written applications, building custom applications from scratch or combing elements of both approaches. The company not only provides development tools to customers designing their own applications, but also provides application products that can themselves be adapted to the customer's specific requirements. In addition, the company provides consulting and education services to assist customers in designing and deploying an optimal solution for their business problems. PowerCerv's development tools and application products are based on the technology foundation of widely used products provided by vendors such as Powersoft, Sybase, Oracle and Microsoft and utilize an open architecture enabling their implementation with multiple databases, and multiple operating systems, and integration to other industry standard applications.

Use of Proceeds
The proceeds from the proposed offering will be used for the repayment of debt incurred for recent acquisitions, redemption of some preferred stock, repayment of outstanding indebtedness to shareholders and other general corporate purposes.

Last updated: 10/28/96

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