Circuit City Stores Inc - Carmax Group
Ticker:KMX 9950 Mayland Drive
Exchange:New York Stock Exchange Richmond, VA 23233
Industry:Retail (SIC Code 5521) (804) 527-4000

Offering Information
Type of Shares:Common Shares Filing Date:11/13/96
U.S. Shares:21,860,000 Offer Date:2/4/97
Non-U.S. Shares:0 Filing Range:$18.00 - $20.00
Primary Shares:21,860,000 Offer Price:$20.00
Secondary Shares:0 Gross Spread:$1.10
Offering Amount: $415,340,000 Selling:$0.66
Expenses:$1,297,360 Reallowance:$0.10
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
Morgan Stanley & Co. IncorporatedLead Manager (212) 761-5900
Goldman, Sachs & Co.Co-manager (212) 902-5959
Wheat First Butcher & Singer Capital MarketsCo-manager (804) 782-3278

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: McGuire Woods Battle & Boothe
Bank's Law Firm: Simpson, Thacher & Bartlett

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
6 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
2/29/96 8/31/96 8/31/95 8/31/96
Revenue:$276.00$257.00$128.00Assets:$137.00
Net Income:$5.00$1.00$2.00Curr Assets:
EPS:Liabilities:$149.00
Prior EPS:Curr Liabilities:
Cash Flow/Oper:Equity:-$12.00
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a leading retailer of used cars and light trucks in the United States with six stores located in the Southeast and one vehicle reconditioning center in Orlando Florida. The company purchases, reconditions and sells used vehicles at each of its stores and sells used vehicles at each of its stores and sells new vehicles at one of its Atlanta, Georgia locations under a franchise agreement with Chrysler Corporation. CarMax provides its customers with a full range of related services, including the financing of vehicle purchases through its own financing unit, First North American Credit Corporation, and through third parties, and the sale of service policies. Since opening of the first store in Richmond, Virginia in October 1993, CarMax's retail operations have grown rapidly, with total revenues of $77 million during the first full fiscal year and $257 million for the six months ended August 31, 1996.

Competition
The automotive retailing industry is highly competitive. Consumers typically have many choices in deciding where to purchase a used or new vehicle, particularly in the larger markets that the company intends to target as part of its expansion plan. In both the used- and new-vehicle markets, Car Max seeks to distinguish itself from traditional dealerships through its sales approach and other innovative operating strategies.

Business Plan
The company believes its operating strategies and the extensive experience of its senior management team will enable it to capitalize on the significant opportunities available in the large, highly-fragmented automotive retailing industry. The company intends to aggressively grow its business through 1) a rapid rollout of used-vehicle stores; 2) the expansion of retail repair service operations; and 3) the addition of selected new-vehicle franchises.

Use of Proceeds
The proceeds from the proposed offering will be used to finance part of the company's expansion plans for the CarMax Group and to repay the CarMax Group's allocated portion of company indebtedness that was incurred to finance CarMax's growth to date.

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