United Payors & United Providers, Inc.
Ticker: UPUP 2275 Research Boulevard
Exchange: NASDAQ-National Market Rockville, Maryland 20850
Industry: Financial (301) 548-1000

Type of Shares:Common Shares Filing Date:4/19/96
U.S. Shares:2,400,000 Offer Date:7/2/96
Non-U.S. Shares:0 Filing Range:$15.00 - $17.00
Primary Shares:2,400,000 Offer Price:$11.00
Secondary Shares:0 Gross Spread:$0.77
Offering Amount: $38,400,000 Selling:$0.46
Expenses:$1,100,000 Reallowance:$0.10
Shares Out After:11,200,000

ManagerTierPhone
Bear, Stearns & Co. Inc.Lead Manager (212) 272-2000
Schroder Wertheim & Company, IncorporatedCo-manager (212) 492-6900

Auditor: Coopers & Lybrand
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 3/31/96 3/31/95 3/31/96
Revenue:$0.88$7.41$0.00Assets:$11.17
Net Income:-$0.71$2.45-$0.08Liabilities:$3.43
EPS:-$0.08$0.28-$0.01Equity:$7.75

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

Business Description
The company serves as an intermediary between health care payors, such as insurance companies, and health care providers, such as hospitals, entering into contractual arrangements designed generally to produce cost savings and other benefits. The company derives its revenues primarily from a portion of the price concessions offered by the providers under such contractual arrangements. The company enters into contracts with both providers of medical services and payors of medical claims. The company's contracts with Contracting Providers, consisting primarily of hospitals and, to a lesser extent, other health care providers, establish price concessions on the charges for medical services rendered by the Contracting Providers to beneficiaries covered by medical plans of Payor Clients. These Contracting Providers collectively constitute the "UP&UP; Network." The Contracting Providers are not prohibited by the company's contracts from entering into discounted service arrangements with one-year terms unless the Contracting Providers have with Payor Clients.

Use of Proceeds
The proceeds from the proposed offering will be used to fund payments due upon exercise of certain prepayment options granted to contracting providers and for general corporate purposes, including possible acquisitions.

Last updated: 10/28/96

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