Puro Water Group, Inc.
(www.purowater.com)
Ticker:HHO 56-45 58th street
Exchange:American Stock Exchange Maspeth, NY 11378
Industry:Wholesale (SIC Code 5149) (718) 326-7000

Offering Information
Type of Shares:Common Shares Filing Date:11/15/96
U.S. Shares:1,350,000 Offer Date:2/7/97
Non-U.S. Shares:0 Filing Range:$5.50 - $6.50
Primary Shares:1,350,000 Offer Price:$6.00
Secondary Shares:0 Gross Spread:$0.60
Offering Amount: $8,100,000 Selling:$0.35
Expenses:$790,000 Reallowance:$0.10
Shares Out After:3,476,789

Primary Underwriting Group
ManagerTierPhone
Laidlaw Equities, Inc.Lead Manager (212) 376-8852
Gilford SecuritiesCo-manager (800) 445-3673

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Lev, Berlin & Dale, P.C.
Bank's Law Firm: Olshan Grundman Frome & Rosenzweig
Auditor: Arthur Andersen
Registrar/Transfer Agent: Continental Stock Transfer & Trust Co

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 9/30/96 9/30/95 9/30/96
Revenue:$5.50$8.07$4.11Assets:$8.35
Net Income:$0.40$0.52$0.34Curr Assets:
EPS:$0.21$0.23$0.18Liabilities:$4.83
Prior EPS:$0.14$0.07$0.41Curr Liabilities:
Cash Flow/Oper:$0.39Equity:$3.52
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is leading bottler and distributor of spring and purified drinking water, serving commercial and residential users in the metropolitan New York area. The company markets its drinking water under the brand names Puro, American Eagle Spring Water, Nature's Best Spring Water and Lectro-Still. The company also rents an services water coolers, filtration systems, and plumbed-in fountains numbering in excess of 25,000 located in businesses, factories, and homes in the metropolitan New York area. The company's facilities consist of NSF certified bottling plants in East orange, New Jersey and Commack, Long Island, New York. In addition, the company is an authorized factory service center for all major water cooler manufacturers and provides warranty repair coverage to many of its competitors.

Competition
The company competes with numerous well-established companies, including Nestle's Perrier group (whose brands in the company's market include Poland Spring, Great Bear and Deer Park), which distribute drinking water sold off the shelf at retail (primarily supermarket) locations. Many of the company's competitors have achieved significant national, regional and local brand name and product recognition and additional competitors have sought to enter the drinking water market. In recent years, several companies have introduced drinking water products positioned to capitalize on the growing consumer preference for purified and aesthetically pleasing water. It can be expected that the company will be subject to increasing competition from companies whose products or marketing strategies address these consumer preferences. Some of the company's competitors and potential competitors possess substantially greater financial, personnel, marketing and other resources than the company and have established reputations for success in the sale of purified water products. The company believes that it competes on the basis of quality service, convenience and price.

Business Plan
The bottled water distribution market is highly fragmented and composed of many small regional companies as well as a few larger companies which own several brands. The company's strategy is to capitalize on the growing demand for high quality drinking water resulting from the increasing public concern about the taste and safety of municipal water supplies and the desier among today's increasingly diet and health conscious consumers for an "ideal" begerage through the expansion of its existing customer base and thorugh the acquisitions of regional water bottlers and distributors in targeted geographic markets.

Use of Proceeds
The proceeds from the proposed offering will be used for the repayment of certain outstanding indebtedness and working capital.

Executive Officers and Directors
Officer NameTitleAge
Peter T. DixonChairman of the Board66
Scott LevyChief Executive Officer and Director39
James G. BottiChief Financial Officer33
Wilmer J. Thomas, Jr.Director69
Stephen EdbergDirector44
Leonard d. RosinskiDirector45
Jack C. WestPresident and Director55

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