ProMedCo Management Company
Ticker:PMCO 801 Cherry Street, Suite 1450
Exchange:NASDAQ-National Market Fort Worth, TX 76102
Industry:Service (SIC Code 8011) (817) 335-5035

Offering Information
Type of Shares:Common Shares Filing Date:8/21/96
U.S. Shares:4,000,000 Offer Date:3/12/97
Non-U.S. Shares:0 Filing Range:$9.00 - $11.00
Primary Shares:4,000,000 Offer Price:$9.00
Secondary Shares:0 Gross Spread:$0.63
Offering Amount: $40,000,000 Selling:$0.35
Expenses:$1,300,000 Reallowance:$0.10
Shares Out After:8,821,657

Primary Underwriting Group
ManagerTierPhone
Piper Jaffray IncorporatedLead Manager (612) 342-6220
Cowen & CompanyCo-manager (212) 495-6000
Robertson, Stephens & CompanyCo-manager (415) 989-8500

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Dyer, Ellis, Joseph & Mills
Bank's Law Firm: Vinson & Elkins
Auditor: Arthur Andersen

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 12/31/96
Revenue:$34.64Assets:$28.47
Net Income:-$0.55Curr Assets:
EPS:-$0.07Liabilities:$13.34
Prior EPS:-$0.09Curr Liabilities:
Cash Flow/Oper:-$1.28Equity:$15.13
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a physician practice management company that consolidates its affiliated physician groups into primary-care-driven multi-specialty networks. The company focuses on pre-managed-care secondary markets located principally outside of or adjacent to large metropolitan areas. The company believes that primary care physicians increasingly will be the principal point of access to the healthcare delivery system and will control, directly or indirectly, a growing percentage of healthcare expenditures, and it therefore affiliates with physician groups having a primary care orientation. The company assists in expanding and integrating the affiliated groups into comprehensive multi-specialty networks to increase their market presence. The groups expand through affiliations with additional primary care physicians and specialists and through affiliations with additional primary care physicians and specialists and selective additions of ancillary services. The groups are thus well positioned to become the physician component of locally developing managed care delivery systems. In addition to providing operating and expansion capital, the company provides its affiliated groups with a broad range of strategic and management expertise and services.

Competition
The physician practice management industry is highly competitive. The company is subject to significant competition both in affiliating with physician groups and in seeking managed care contracts on behalf of its affiliated groups. Its competitors include hospitals, managed care organizations, other physician groups, and other physician procatice management companies. Many of the ocmpany's competitors are larger, have substantially grater resources, and have longer established relationships with purchasers of healthcare services than the company. There can be no assurance that the ocmpany will be able to compete effectively, that additional competitors will not enter the market, or that such competition will not make it more difficult to enter into affiliations with physician groups on terms benefcial to the company. The company also experiences competition in the recruitment and retention of qualified physicians and other healthcare profesionals on behalf of its affiliated physician groups. There can be no assurance that the company will be able to recruit or retain a sufficent number of qualified physicians and other healthcare professionals to continue to expand its operations.

Business Plan
the company's strategy is to affiliate with leading physician groups in pre-managed-care markets and expand and integrate them into comprehensive multi-specialty networks to increase their market presence and position them to become the physician component of managed care delivery systems as they develop in their local markets. The key elements of the company's strategy are as follows: (I) Affiliate with Primary-Care-Oriented Multi-Specialty Groups, (ii) Continue to Penetrate Pre-Managed-Care Markets, (iii) Expand Existing Groups, (iv) Preserve Local Autonomy and (v) Align Economic Interests.

Use of Proceeds
The proceeds from the proposed offering will be used for acquisitions and working capital.

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