MindSpring Enterprises, Inc.
Ticker: MSPG 1430 West Peachtree, Suite 400
Exchange: NASDAQ-National Market Atlanta, Georgia 30309
Industry: High-Tech (404) 815-0770

Type of Shares:Common Shares Filing Date:1/11/96
U.S. Shares:1,950,000 Offer Date:3/13/96
Non-U.S. Shares:0 Filing Range:$8.00 - $9.00
Primary Shares:1,950,000 Offer Price:$8.00
Secondary Shares:0 Gross Spread:$0.56
Offering Amount: $16,575,000 Selling:$0.32
Expenses:$900,000 Reallowance:$0.10
Shares Out After:5,050,793

ManagerTierPhone
J.C. Bradford & Co.Lead Manager (615) 271-1334
Wheat First Butcher & Singer Capital MarketsCo-manager (804) 782-3278

Auditor: Arthur Andersen
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 12/31/95
Revenue:$2.23Assets:$4.85
Net Income:-$1.96Liabilities:$4.36
EPS:-$0.85Equity:$0.48

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 Internet access provider than serves primarily individual subscribers in the southeastern United States. The Company offers subscribers a complete and easy-to-use Internet access solution. The Company's software package includes a complete set of the most popular Internet applications, such as electronic mail, file transfer, network news, chat sessions and a browser for the World Wide Web. Subscribers general access the Internet via a local telephone call to the MindSpring Point of Presence in their area. Customer support representatives, who are familiar with the Company's software and experienced with Internet issues, are generally available seven days a week to answer subscriber questions and solve subscriber problems.

Use of Proceeds
The proceeds from the offering will be used to repay indebtedness to ITC Holding; capital expenditures during 1996, most of which are expected to be associated with continued expansion of the company's network infrastructure; advertising and promotional expenses; working capital and general corporate purposes, including increases in personnel; funding of operating deficits and possible strategic acquisitions of complementary businesses.

Last updated: 10/28/96

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