Stage Stores, Inc.
Ticker: STGE 10201 Main Street
Exchange: NASDAQ-National Market Houston, Texas 77025
Industry: Retail (713) 667-5601

Type of Shares:Common Shares Filing Date:6/12/96
U.S. Shares:11,000,000 Offer Date:10/24/96
Non-U.S. Shares:0 Filing Price: -
Primary Shares:10,000,000 Offer Price:$16.50
Secondary Shares:1,000,000 Gross Spread:$1.00
Offering Amount: $192,000,000 Selling:$0.60
Expenses:$1,300,000 Reallowance:$0.10
Shares Out After:22,520,892

ManagerTierPhone
CS First BostonLead Manager (212) 909-3312
Bear, Stearns & Co. Inc.Co-manager (212) 272-2000
Donaldson, Lufkin & Jenrette Securities Corp.Co-manager (212) 504-4525
PaineWebber IncorporatedCo-manager (212) 713-2626

Auditor: Price Waterhouse
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 8/3/96 7/29/95 8/30/96
Revenue:$682.62$345.93$296.93Assets:$463.24
Net Income:$10.73$3.52$2.66Liabilities:$531.67
EPS:Equity:-$68.43

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

Business Description
The company operates the store of choice for well known, national brand name family apparel in over 200 small towns and communities across the central United States. The company has recognized the high level of brand awareness and demand for fashionable, quality apparel by consumers in small markets and has identified these markets as a profitable and underserved niche. The company has developed a unique franchise focused on small markets, differentiating itself rom the competition by offering a broad range of merchandise with a high level of customer service in convenient locations. The company currently operates 301 stores through its "Stage", "Bealls" and "Palais Royal" trade names in 16 states throughout the central United States. Approximately 76% of these stores are located in small markets and communities with as few as 4,000 people, and the company's store format and merchandising capabilities enable the company to operate profitably.

Use of Proceeds
The proceeds from the proposed offering will be used to purchase for cash up to all of the company's outstanding 12.75% Senior Discount Debentures, and to make a payment of a $2 million fee to terminate a professional services agreement. Any remaining proceeds will be used for general corporate purposes.

Last updated: 12/1/96

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