Cooper International Group, Inc.
Proposed Ticker: - 122 East 42nd Street, Suite 1116
Exchange: NASDAQ-Small Cap Market New York, New York 10168
Industry: Wholesale (212) 986-6190

All share information is proposed
Type of Shares:Common Shares Filing Date:8/9/96
U.S. Shares Filed:1,000,000 Filing Price:$5.50
Non-U.S. Shares Filed:0 Offering Amount: $5,500,000
Primary Shares:1,000,000 Expenses:$375,000
Secondary Shares:0 Shs Out After:2,150,000

ManagerTierPhone
State Street SecuritiesLead Manager

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
6/30/95 3/31/96 3/31/95 3/31/96
Revenue:$29.55$22.91$22.14Assets:$7.74
Net Income:$0.03$0.11$0.04Liabilities:$3.24
EPS:$0.02$0.07$0.02Equity:$4.50

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

Business Description
The company was recently organized to acquire, integrate and operate seasoned companies operating in the floorcoverings industry. Simultaneously with the closing of this offering, the company will acquire from TDA Industries, Inc. all of the issued and outstanding capital stock of Cooper Flooring International, Inc., a Florida, founded in 1948, is engaged in the wholesale distribution of carpet, wood, laminate, ceramic tile and vinyl floorcoverings and padding and accessories throughout Florida, portions of Georgia and Alabama and, to a lesser extent, the Caribbean. Upon the consummation of the Acquisition, Cooper Florida will become a wholly-owned subsidiary of the company and will constitute the will become a wholly-owned subsidiary of the company and will constitute the sole operating business of the company until such time, if any, as the company consummates additional acquisitions.

Use of Proceeds
The proceeds from the proposed offering will be used to finance acquisitions of privately held companies operating in the floor coverings industry and for working capital purposes, including general corporate purposes of the company and for the working capital purposes of Cooper Florida.

Last updated: 10/28/96

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