Sleepy's, Inc.
Proposed Ticker: SLPY 175 Central Avenue South
Exchange: NASDAQ-National Market Bethpage, New York 11714
Industry: Retail (516) 844-8800

All share information is proposed
Type of Shares:Common Shares Filing Date:6/7/96
U.S. Shares Filed:1,375,000 Filing Range:$10.00 - $12.00
Non-U.S. Shares Filed:0 Offering Amount: $15,125,000
Primary Shares:1,375,000 Expenses:$525,000
Secondary Shares:0 Shs Out After:4,275,000

ManagerTierPhone
Gerard Klauer Mattison & Company, IncorporatedLead Manager (212) 481-6030

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/30/95 3/30/96 4/1/95 3/30/96
Revenue:$59.76$16.05$13.12Assets:$17.28
Net Income:$1.99$0.21$0.03Liabilities:$12.79
EPS:$0.69$0.07Equity:$4.49

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

Business Description
The company is one of the leading specialty retailers of bedding in the New York, New Jersey and Connecticut tri-state metropolitan area, where it currently operates 88 stores. Based on the number of its stores, the company believes that it also is one of the largest specialty retailers of bedding through three formats: (i) 68 Sleepy's stores, which address a broad customer base and offer and extensive selection of bedding merchandise in a wide range of prices; (ii) 20 Kleinsleep stores, which generally are located in more affluent areas and offer a greater mix of higher-priced bedding merchandise, and (iii) the company's 1-800-SLEEPY'S telemarketing operations, which commenced in 1995 and offer only products of the nation's three largest bedding manufacturers to the most convenience-oriented and cost-conscious consumers. The company has experienced significant growth in revenues and earning over the past two years.

Use of Proceeds
The proceeds from the proposed offering will be used to finance the company's planned expansion, through the opening and acquisition of new stores and increased warehouse inventory relating thereto; to make a distribution to current shareholders of the company in connection with the change in the company's tax status; to repay outstanding indebtedness to a corporation controlled by the current shareholder of the company and to a bank, in each incurred in order to provide working capital to the company; and for general corporate purposes.

Last updated: 10/28/96

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