Metzler Group, Inc. The
Ticker: METZ 520 Lake Cook Road, Suite 500
Exchange: NASDAQ-National Market Deerfield, Illinois 60015
Industry: Service (847) 945-0001

Type of Shares:Common Shares Filing Date:7/26/96
U.S. Shares:3,500,000 Offer Date:10/4/96
Non-U.S. Shares:0 Filing Range:$14.00 - $16.00
Primary Shares:2,300,000 Offer Price:$16.00
Secondary Shares:1,200,000 Gross Spread:$1.12
Offering Amount: $52,500,000 Selling:$0.67
Expenses:$750,000 Reallowance:$0.10
Shares Out After:10,300,000

ManagerTierPhone
Donaldson, Lufkin & Jenrette Securities Corp.Lead Manager (212) 504-4525

Auditor: KPMG Peat Marwick
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 6/30/96 6/30/95 6/30/96
Revenue:$13.46$10.86$5.63Assets:$5.65
Net Income:$1.19$4.04-$0.86Liabilities:$2.97
EPS:$0.12$0.20Equity:$2.69

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

Business Description
The Metzler Group, Inc. is a leading nationwide provider of consulting services to electric utilities and other energy related businesses. The company offers a wide range of consulting services related to information technology, process / operations management, strategy, and marketing and sales designed to assist its clients in succeeding in a business environment of changing regulation, increasing competition and evolving technology. The company has competed successfully in this environment, having achieved revenue growth of 29% from 1994 to 1995 and 93% from six months ended June 30, 1995 to the corresponding period in 1996. The changing competitive environment in the electric utility industry has forced utility companies to confront an evolving range of strategic options and challenges. In order to deal with these challenges and address these opportunities, electric utilities are formulating and implementing new strategies and tactics, including redesigning business processes, re-engineering work forces, acquiring more effective information technology and adopting or restructuring customer service and marketing programs

Use of Proceeds
The proceeds from the proposed offering will be used for repayment of indebtedness to the company's founder incurred in connection with a redemption of Common Stock and general corporate purposes, including working capital and possible acquisitions of related businesses.

Last updated: 11/24/96

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