Specialty Care Network, Inc.
Ticker:SCNI 44 Union Boulevard, Suite 600
Exchange:NASDAQ-National Market Lakewood, CO 80228
Industry:Service (SIC Code 8011) (303) 716-0041

Offering Information
Type of Shares:Common Shares Filing Date:12/11/96
U.S. Shares:3,198,062 Offer Date:2/6/97
Non-U.S. Shares:0 Filing Range:$9.00 - $11.00
Primary Shares:3,198,062 Offer Price:$8.00
Secondary Shares:0 Gross Spread:$0.56
Offering Amount: $31,980,620 Selling:$0.34
Expenses:$1,100,000 Reallowance:$0.10
Shares Out After:14,045,015

Primary Underwriting Group
ManagerTierPhone
CS First BostonLead Manager (212) 325-2000
Equitable Securities CorporationCo-manager (615) 780-9380
Lehman Brothers IncorporatedCo-manager (212) 526-8100

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Morgan, Lewis & Bockius
Bank's Law Firm: Simpson, Thacher & Bartlett
Auditor: Ernst & Young
Registrar/Transfer Agent: American Stock Transfer & Trust Co

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 9/30/96 9/30/96
Revenue:$31.49$25.13Assets:$14.74
Net Income:$3.45$2.64Curr Assets:
EPS:$0.29$0.22Liabilities:$2.84
Prior EPS:Curr Liabilities:
Cash Flow/Oper:Equity:$11.91
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a physician practice management company that focuses exclusively on musculoskeletal disease-state management. SCN's goal is to build the leading musculoskeletal physician practice management company in the United States. The company's strategy consists of three components: i) affiliating with leading musculoskeletal practices in targeted markets throughout the United States; ii) assisting each of its affiliated practices in managing and expanding its business by providing comprehensive operational support, including proprietary clinical and financial information systems; iii) developing integrated regional musculoskeletal networks around its affiliated practices. As a first step in implementing this strategy, On November 12, 1996, the company affiliated with a select group of five practices encompassing 49 physicians located in Pennsylvania, New Jersey, Georgia, Maryland and Florida.

Competition
The company competes with many other entities to affiliate with musculoskeletal practices. Several companies that have established operating histories and greater resources than the company are pursuing the acquisition of the assets of general and specialty practices and the management of such practices. Physician practice management companies and some hospitals, clinics and HMOs engage in activities similar to the activities of the company. there can be no assurance that the company will be able to compete effectively with such competitors, that additional competitors will not enter the market, or that such competition will not make it more difficult to affiliate with, and to enter into agreements to provide management services to, practices on terms beneficial to the company.

Business Plan
The company's goal is to become the leading physician practice management company focusing on musculoskeletal disease-state management. The company's strategy consists of three components:1 ) affiliating with leading musculoskeletal practices in targeted markets throughout the United States; 2) assisting each Affiliated Practice in managing and expanding its business by providing comprehensive operational support, including the development of proprietary clinical and financial information systems; and 3) developing integrated regional musculoskeletal networks around its Affiliated Practices.

Use of Proceeds
The proceeds from the proposed offering will be used for repayment of certain indebtedness, funding for possible future affiliations and general corporate purposes and working capital.

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