Mechanical Dynamics, Inc.
(www.adams.com)
Ticker: MDII 2301 Commonwealth Boulevard
Exchange: NASDAQ-National Market Ann Arbor, Michigan 48105
Industry: Wholesale (313) 994-3800

Type of Shares:Common Shares Filing Date:3/29/96
U.S. Shares:2,365,000 Offer Date:5/14/96
Non-U.S. Shares:0 Filing Range:$9.00 - $11.00
Primary Shares:1,500,000 Offer Price:$11.00
Secondary Shares:865,000 Gross Spread:$0.77
Offering Amount: $23,650,000 Selling:$0.47
Expenses:$880,000 Reallowance:$0.10
Shares Out After:5,388,472

ManagerTierPhone
Wessels, Arnold & HendersonLead Manager (612) 373-6121
SoundView Financial Group, Inc.Co-manager (203) 462-7200

Auditor: Arthur Andersen
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 3/31/96 3/31/95 3/31/96
Revenue:$21.26$6.05$4.65Assets:$9.61
Net Income:$1.38$0.37$0.16Liabilities:$6.97
EPS:$0.30$0.01$0.03Equity:$2.64

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
Mechanical Dynamics is a leader in developing, marketing and supporting virtual prototyping solutions. MDI's virtual prototyping software allows the engineer or designer to design a complete product by simulating, both visually and mathematically, a product in motion. The Company's software products help engineers and designers create optimal designs before the physical testing process begins, improving the engineer's or designer's ability to create a design that will meet or exceed the initial product specifications. MDI's virtual prototyping software can reduce the requirement of building and testing numerous physical prototypes and can lead to significant cost savings as well as critical reductions in time-to-market. MDI's virtual prototyping software simulates the many varied and complex component interactions and operating environments that companies face when designing their products, reducing the need for multiple physical prototypes.

Use of Proceeds
The proceeds from the offering will be used for working capital and general corporate purposes, including possible acquisitions or investments in businesses or products which use technologies complementary to the company's.

Last updated: 10/28/96

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