Xomed Surgical Products, Inc.
Ticker: XOMD 6743 Southpoint Drive North
Exchange: NASDAQ-National Market Jacksonville, Florida 32216
Industry: Manufacturing (904) 296-9600

Type of Shares:Common Shares Filing Date:8/20/96
U.S. Shares:2,500,000 Offer Date:10/11/96
Non-U.S. Shares:0 Filing Range:$19.00 - $21.00
Primary Shares:2,500,000 Offer Price:$21.00
Secondary Shares:0 Gross Spread:$1.47
Offering Amount: $50,000,000 Selling:$0.84
Expenses:$1,475,000 Reallowance:$0.10
Shares Out After:6,864,379
Spin out parent firm: Warburg, Pincus Investors, L.P.

ManagerTierPhone
Alex. Brown & Sons IncorporatedLead Manager (410) 727-1700
UBS Securities Inc.Co-manager (212) 230-4000

Auditor: Ernst & Young
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 6/29/96 7/1/95 6/29/96
Revenue:$59.87$32.94$29.42Assets:$96.15
Net Income:$0.33-$3.17$0.43Liabilities:$106.61
EPS:-$0.03-$0.82Equity:-$10.46

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

Business Description
The company is a leading developer, manufacturer and marketer of surgical products for use by ear, nose and throat (ENT) specialists. The company offers a broad line of products in its core ENT market that includes powered tissue-removal systems and other microendoscopy instruments, implantable devices, nerve monitoring systems and disposable fluid-control products. The company also offers a line of ophthalmic and other products. For the first half of 1996, approximately 86% of the company's revenues were derived from disposable or implantable products. The company distributes its products worldwide through a 61-person direct sales force in the U.S. and selected other countries and through a network of 95 independent distributors. The company is the only major manufacturer and marketer of ENT surgical products with a direct U.S. sales force exclusively serving ENT specialists. Approximately 34% of the company's net sales was derived from international markets during the first half of 1996, as compared to 23% of its combined net sales in 1993. With over 25 years of industry experience, the company believes that it has established a long-standing reputation for innovative, high-quality products and is uniquely positioned as the only major surgical products company focused on the ENT market.

Use of Proceeds
The proceeds from the offering will be used for the repayment of outstanding indebtedness, redemption of preferred stock and, to the extent of an exercise of an exercise of the underwriter's over-allotment option, for working capital and general corporate purposes.

Last updated: 12/8/96

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