VDI Media, Inc.
Ticker:VDIM 6920 Sunset Boulevard
Exchange:NASDAQ-National Market Hollywood, CA 90028
Industry:Service (SIC Code 7812) (213) 957-5500

Offering Information
Type of Shares:Common Shares Filing Date:5/17/96
U.S. Shares:2,800,000 Offer Date:2/18/97
Non-U.S. Shares:0 Filing Range:$10.00 - $12.00
Primary Shares:2,600,000 Offer Price:$7.00
Secondary Shares:200,000 Gross Spread:$0.49
Offering Amount: $30,800,000 Selling:$0.27
Expenses:$800,000 Reallowance:$0.10
Shares Out After:9,260,000

Primary Underwriting Group
ManagerTierPhone
Oppenheimer & Company, Inc.Lead Manager (212) 667-7400
Prudential Securities IncorporatedCo-manager (212) 778-5420

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Kaye, Scholer, Fierman, Hays & Handler
Bank's Law Firm: Schulte, Roth & Zabel
Auditor: Price Waterhouse
Registrar/Transfer Agent: American Stock Transfer & Trust Co

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 9/30/96 9/30/95 9/30/96
Revenue:$18.54$18.18$13.21Assets:$11.56
Net Income:$1.74$2.63$1.25Curr Assets:
EPS:$0.18$0.24Liabilities:$7.17
Prior EPS:$3.86$2.21Curr Liabilities:
Cash Flow/Oper:$2.55Equity:$4.38
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a provider of broadcast quality video duplication, distribution and related value-added services, inlcuding national spot advertising, trailers and electronic press kits for the motion picture industry. The copany serviced over 1,200 customers in the nine months ended September 30, 1996, includinmg the Cloumbia/Tri Star Motion Picture Companies, Metro-Goldwyn-Mayer Film Group, Fox Filmed Entertainment, MCA Motion Picture Group, The Walt Disney Motion Picture Group, Paramount Pictures Corporation and Warner Bros. Services provided to this group of major studio clients constituted approximately 50.5% of the company's revenues for the nine months ended September 30, 1996. The company's advertsising agency customers include Saatchi & Saatchi, Young & Rubicam and Dailey & Associates.

Competition
The videotape duplication and distribution industry is a highly competitive service-oriented business. Certain competitors provide all or most of the services provided by the company, while others specialize in one or several of thse services. Substantially all of the company's competitors have a presence in the Los Angeles area, currently the principal market for the company's services. Due to the current and anticipated future demand for videotape duplication and distribution services int eh Los Angeles area, the company believes that both existing and new competitors may expand or establish videotape post-production service facilities in this area.

Business Plan
The company's strategy is to increase its market share within the video duplication and distribution industry by 1) further penetrating the marketplace by providing a broad array of high quality, reliable value-added services; 2) acquiring companies with strong customer relationships in businesses complementary to the company's operations; 3) continuing to develop value-added services such as audio encryption, electronic order entry and order status and air play verification and 4) increasing the timeliness and efficiency of its operations by exploiting new technologies as they become both standardized and cost effective.

Use of Proceeds
The proceeds from the proposed offering will be used to repay approximately $5 million in debt and for general corporate purposes including the acquisition of businesses and capital expenditures.

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