Famous Dave's of America, Inc.
Ticker: DAVE 12700 Industrial Boulevard, Suite 60
Exchange: NASDAQ-Small Cap Market Plymouth, Minnesota 55441
Industry: Retail (612) 557-5798

Type of Shares:Common Shares Filing Date:8/23/96
U.S. Shares:2,300,000 Offer Date:10/21/96
Non-U.S. Shares:0 Filing Range:$6.00 - $7.00
Primary Shares:2,300,000 Offer Price:$6.50
Secondary Shares:0 Gross Spread:$0.52
Offering Amount: $14,950,000 Selling:$0.31
Expenses:$220,000 Reallowance:$0.05
Shares Out After:5,656,250

ManagerTierPhone
R.J. Steichen & Co.Lead Manager (612) 341-6200

Auditor: Lund Koehler Cox & Company
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 6/30/96 6/30/95 6/30/96
Revenue:$0.48$1.02$0.02Assets:$3.51
Net Income:-$0.31-$0.39-$0.09Liabilities:$3.21
EPS:-$0.14-$0.18-$0.04Equity:$0.31

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

Business Description
The business of Famous Dave's of America, Inc. is to develop, own and operate American roadhouse-style barbecue restaurants under the name" Famous Dave's Bar-B-Que Shack". The company presently owns and operates two restaurants, one located in the Linden Hills neighborhood of Minneapolis, and the other in Roseville, Minnesota. The company is also developing a larger restaurant in Calhoun Square in Minneapolis, which will feature live blues music during certain evenings and an authentic Chicago blues decor, and is scheduled to open in early September 1996. The company is developing two additional restaurants to be located in Minnetonka, Minnesota and on West 7th Street near the Highland Park area of St. Paul. These two additional units are expected to open from the third quarter of 1996 through early 1997. The company's nostalgic roadside shack theme is promoted by the abundant use of rustic antiques and items of Americana from the 1920s and 1930s.

Use of Proceeds
The proceeds from the proposed offering will be used to open 5 to 10 new restaurants, working capital and general corporate purposes.

Last updated: 12/1/96

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