JDA Software Group, Inc.
Ticker: JDAS 11811 North Tatum Boulevard, Suite 2000
Exchange: NASDAQ-National Market Phoenix, Arizona 85028
Industry: High-Tech (602) 404-5500

Type of Shares:Common Shares Filing Date:1/30/96
U.S. Shares:2,700,000 Offer Date:3/15/96
Non-U.S. Shares:0 Filing Range:$13.00 - $15.00
Primary Shares:2,182,866 Offer Price:$13.00
Secondary Shares:517,134 Gross Spread:$0.91
Offering Amount: $37,800,000 Selling:$0.50
Expenses:$900,000 Reallowance:$0.10
Shares Out After:12,182,866

ManagerTierPhone
Hambrecht & Quist IncorporatedLead Manager (415) 576-3423
Montgomery SecuritiesCo-manager 4156272220

Auditor: Deloitte & Touche
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 12/31/95
Revenue:$30.08Assets:$28.10
Net Income:$4.40Liabilities:$25.39
EPS:$0.44Equity:$2.71

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 leading international provider of comprehensive enterprise-wide software solutions that address the mission-critical business information requirements of retailing organizations. The Company's core product line, Merchandise Management System, is a feature-rich solution that integrates and distributes data throughout the retailing enterprise and enables management to make more informed and timely decisions, respond rapidly to changes in the competitive environment, monitor store-level activity and achieve operational efficiencies. The Company's Open Database Merchandising System product line, currently in limited beta functionality of MMS with enhanced adaptability and scalability. The Company's in-store products, Distributed Store System and Windows-based next generation WinSTORE, which is currently under development, can be licensed independently or as part of an integrated enterprise-wide system.

Use of Proceeds
The proceeds from the offering will be used for the redemption of Series B Preferred stock, repayment of debt to stockholders and other general corporate purposes, including product development and working capital.

Last updated: 10/28/96

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