Phoenix International Ltd., Inc.
Ticker: PHXX 900 Winderely Place, Suite 140
Exchange: NASDAQ-National Market Maitland, Florida 32751
Industry: High-Tech (407) 667-0033

Type of Shares:Common Shares Filing Date:5/9/96
U.S. Shares:1,077,500 Offer Date:7/1/96
Non-U.S. Shares:0 Filing Range:$11.00 - $13.00
Primary Shares:670,000 Offer Price:$12.00
Secondary Shares:407,500 Gross Spread:$0.84
Offering Amount: $12,930,000 Selling:$0.50
Expenses:$927,000 Reallowance:$0.10
Shares Out After:3,832,599

ManagerTierPhone
J.C. Bradford & Co.Lead Manager (615) 271-1334
Advest, Inc.Co-manager (203) 525-1421

Auditor: Ernst & Young
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
1/31/95 3/31/96 3/31/95 3/31/96
Revenue:$0.43$1.13$0.09Assets:$3.50
Net Income:-$2.83$0.14-$0.61Liabilities:$3.87
EPS:-$1.11$0.04-$0.20Equity:-$0.38

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

Business Description
Phoenix International Ltd., Inc. designs, develops, markets and supports highly adaptable, enterprise-wide client/server application software for the financial services industry, with a primary focus on middle market banks. Phoenix combined (i) its management's extensive experience with banking and banking software systems, (ii) input from a consortium of financial institutions concerning bank operational and flexibility needs and (iii) the most recent advances in client/server technology to design and develop an innovative new banking software system. The Phoenix Retail Banking System (the "Phoenix System"), through its client/server technology, addresses many of the deficiencies of the mainframe- and minicomputer-based legacy systems on which most banks currently operate by allowing financial institutions to integrate data into a comprehensive management information network. Like legacy systems, the Phoenix System supports all core areas of bank data processing, including system administration, account processing, nightly processing, teller functions, holding company accounting and budgeting. Unlike legacy systems, the Phoenix System is a fully integrated system that provides significant advantages in three critical areas: (i) customer relationship management; (ii) management decision support; and (iii) bank product creation and support.

Use of Proceeds
The proceeds from the proposed offering will be used to fund product development, to expand sales and marketing resources and for general corporate purposes, including possible acquisition of complementary technologies, products and services.

Last updated: 10/28/96

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