Vitaquest International, Inc.
Proposed Ticker: VITQ 100 Lehigh Drive
Exchange: NASDAQ-National Market Fairfield, New Jersey 07004
Industry: Manufacturing (201) 575-9200

All share information is proposed
Type of Shares:Common Shares Filing Date:5/13/96
U.S. Shares Filed:7,200,000 Filing Range:$15.00 - $17.00
Non-U.S. Shares Filed:0 Offering Amount: $115,200,000
Primary Shares:2,400,000 Expenses:$840,000
Secondary Shares:4,800,000 Shs Out After:16,566,000

ManagerTierPhone
Bear, Stearns & Co. Inc.Lead Manager (212) 272-2000
Donaldson, Lufkin & Jenrette Securities Corp.Co-manager (212) 504-4525

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 3/31/96 3/31/95 12/31/95
Revenue:$60.63$18.03$14.37Assets:$28.45
Net Income:$8.51$2.86$1.89Liabilities:$18.04
EPS:$0.58$0.20$0.13Equity:$10.41

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 custom developer, manufacturer and marketer of vitamins and nutritional supplements, as well as specialty nutritional systems. The Company focuses on adding value for its customers through innovative product development and brand creation. Currently, the Company manufactures a wide variety of products which are sold (i) to over 100 marketers of vitamins, nutritional supplements and specialty nutritional systems who sell to their customers through many different channels of distribution, (ii) to various companies who reach their customers and sell their products through electronic media (such as the Home Shopping Network) and (iii) under its own brand names to over 3,000 independent pharmacies, as well as drug store, supermarket and discount department store chains and to health food stores (such as GNC, which has over 2,000 stores). In Fiscal 1995, more than 50% of the Company's net sales resulted from products which were custom formulated by the Company specifically for its customers. In addition, the Company assists a significant number of these customers with value added services, such as product development, package design and marketing support services. These value added services are considered by the Company to be key components of its strategy to attract customers in the direct marketing and electronic media distribution channels, which accounted for approximately 35% of the Company's net sales in Fiscal 1995.

Use of Proceeds
The proceeds from the proposed offering will be used to fund capital expenditures associated with the build-out of the Company's new production, distribution and office facility, to purchase certain machinery and equipment and for general corporate purposes. A portion of the net proceeds may be used by the Company for strategic acquisitions.

Last updated: 10/28/96

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