General Bearing Corporation
Ticker:GNRL 44 High Street
Exchange:NASDAQ-Small Cap Market West Nyack, NY 10994
Industry:Manufacturing (SIC Code 3562) (914) 358-6000

Offering Information
Type of Shares:Common Shares Filing Date:11/4/96
U.S. Shares:900,000 Offer Date:2/7/97
Non-U.S. Shares:0 Filing Range:$7.00 - $9.00
Primary Shares:900,000 Offer Price:$7.00
Secondary Shares:0 Gross Spread:$0.63
Offering Amount: $7,200,000 Selling:$0.32
Expenses:$633,500 Reallowance:$0.10
Shares Out After:4,000,000

Primary Underwriting Group
ManagerTierPhone
H.J. Meyers & Company, IncorporatedLead Manager (212) 298-8942

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Reid & Priest
Bank's Law Firm: Harter, Secrest & Emery
Auditor: BDO Seidman
Registrar/Transfer Agent: American Stock Transfer & Trust Co

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
12/30/95 6/30/96 6/30/95 6/30/96
Revenue:$42.07$21.01$22.85Assets:$24.40
Net Income:-$1.73$0.52-$2.27Curr Assets:
EPS:-$0.58$0.17-$0.76Liabilities:$21.94
Prior EPS:$0.12$1.29$2.12Curr Liabilities:
Cash Flow/Oper:$0.19Equity:$2.46
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company manufactures, assembles and distributes a variety of bearing components and bearing products, including ball bearings, tapered roller bearings, roller bearings and cylindrical roller bearings under the Hyatt General trademarks. The company's products are used in a broad base of applications, including automobiles, railroad cars, locomotive, office equipment, machinery and appliances. The company operates in two divisions: the OEM Division, which supplies OEMs, and the Distribution Division, which serves distributors that supply the repair and maintenance aftermarket and small OEMs. Current OEM Division customers include automotive and locomotive divisions of General Motors corporation, Gunite Corporation, Strick Corporation, Trinity Industries, Inc., Burlington Northern Railroad Co. and Xerox Corporation. The Distribution Division has customers ranging in size from Motion Industries Inc. and Bearings, Inc., each of which has more than 400 outlets, to independent single outlet operations. The Distribution Division's individual shipments are typically smaller in volume but have higher gross margins.

Competition
The ball and roller bearing industry is highly competitive. The company believes that competition within the precision ball and roller bearing market is based principally on quality, price and the ability to meet customer delivery requirements. The company's primary domestic and foreign competitors are Timken, SKF USA Inc., NSK Corporation, NTN Bearing Corporation of America, The Torrington Company and FAG Holding Corporation. Many of the company's competitors have substantially greater financial resources than the company. Management believes that the company's manufacturing and sourcing capabilities and its reputation for consistent quality and reliability have positioned the company for continued growth in both market share and sales.

Business Plan
Through flexibility in manufacturing and sourcing, as well as attentive customer service, the company strives the be a reliable, innovative and cost effective provider of bearing component products to the approximately $5 billion per year U.S. bearing market. The company's strategy to accomplish this objective includes the following: (I) Provide High Quality Products and Superior Customer Service, (ii) Presence in China, (iii) Manufacturing and Sourcing Flexibility, (iv) Niche Market Products and (v) Improved Financial Position and Customer Confidence.

Use of Proceeds
The company anticipates using the proceeds for the expansion of manufacturing capacity, working capital and general corporate purposes.

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