Orion Acquisition Corp. II
Ticker: MTMR 1430 Broadway, 13th Floor
Exchange: Over-the-Counter Market New York, New York 10018
Industry: Financial (212) 391-1392

Type of Shares:Common Shares Filing Date:4/5/96
U.S. Shares:800,000 Offer Date:7/2/96
Non-U.S. Shares:0 Filing Price:$10.00
Primary Shares:800,000 Offer Price:$10.00
Secondary Shares:0 Gross Spread:$0.60
Offering Amount: $8,000,000 Selling:$0.30
Expenses:$258,000 Reallowance:$0.10
Shares Out After:890,000
Spin out parent firm: Cranbrooke Corporation

ManagerTierPhone
H.J. Meyers & Company, IncorporatedLead Manager (310) 278-7880
Northeast Securities, Inc.Co-manager (516) 683-3322

Auditor: BDO Seidman
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
3/11/96 3/11/96
Revenue:$0.00Assets:$0.27
Net Income:$0.00Liabilities:$0.24
EPS:-$0.05Equity:$0.03

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 "blank check" or "blind pool" company formed to serve as a vehicle to effect a merger, exchange of capital stock, asset acquisition or other business combination with an operating business. The business objective of the company is to effect a Business Combination with a Target Business which the company believes has significant growth potential. The company intends to utilize the net proceeds of this offering, equity securities, debt securities, bank and other borrowings or a combination thereof in effecting a Business Combination. The company will seek to acquire a Target Business without limiting itself to a particular industry. Most likely, the Target Business will be primarily located in the United States, although the company reserves the right to acquire a Target Business primarily located outside the United States. In seeking a Target Business, the company will consider, without limitation, businesses which (i) offer or provide services or develop, manufacture or distribute goods in the United States or abroad, including, without limitation, in the following areas: health care and health products, educational services, environmental services, consumer-related products and services, personal care services, voice and data information processing and transmission and related technology development or (ii) is engaged in wholesale or retail distribution.

Use of Proceeds
The proceeds from the proposed offering will be used to attempt to effect a business combination.

Last updated: 10/28/96

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