Complete Business Solutions, Inc.
(www.cbsinc.com)
Ticker:CBSL 32605 West Twelve Mile Road, Suite 250
Exchange:NASDAQ-National Market Farmington Hills, MI 48334
Industry:High-Tech (SIC Code 7371) (810) 488-2088

Offering Information
Type of Shares:Common Shares Filing Date:12/20/96
U.S. Shares:2,500,000 Offer Date:3/5/97
Non-U.S. Shares:0 Filing Range:$13.00 - $15.00
Primary Shares:2,300,000 Offer Price:$12.00
Secondary Shares:200,000 Gross Spread:$0.84
Offering Amount: $35,000,000 Selling:$0.50
Expenses:$1,400,000 Reallowance:$0.10
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
Donaldson, Lufkin & Jenrette Securities Corp.Lead Manager (212) 371-0641
Ferris, Baker, Watts Inc.Co-manager (202) 429-3608

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Camhy Karlinsky & Stein
Bank's Law Firm: Sachnoff & Weaver
Auditor: Arthur Andersen
Registrar/Transfer Agent: Continental 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 9/30/95 9/30/96
Revenue:$67.40$61.50$50.50Assets:$31.92
Net Income:$1.46$2.33$1.15Curr Assets:
EPS:Liabilities:$18.55
Prior EPS:Curr Liabilities:
Cash Flow/Oper:Equity:$13.37
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a worldwide provider of information technology services to large and mid-size organizations. The company offers its clients a broad range of IT services, from advising clients on strategic technology plans to developing and implementing appropriate IT solutions. The company offers custom-tailored solutions based on an assessment of each client's needs. The company's services include: 1) large systems applications development and maintenance; 2) re-engineering legacy applications to client/server technology; 3) client/server applications development; 4) Year 2000 conversion services; 5) IT consulting services; 6) packaged software implementation; and 7) contract programming services. The company provides services in a wide variety of computing environments and uses leading technologies, including client/server architectures, object-oriented programming languages and tools, distributed database management systems and the latest network and communications technologies.

Competition
The IT services industry is highly competitive and served by numerous national, regional and local firms, all of which are either existing or potential competitors of the company. Primary competitors include participants from a variety of market segments, including "Big Six" accounting firms, and implementation firms, applications software firms, service groups of computer equipment companies, general management consulting firms, programming companies and temporary staffing firms.

Business Plan
The company's goal is to become the preferred provider of IT services to an expanding base of clients. The company's strategy to achieve this goal includes the following elements: 1) cross-sell services to existing clients; 2) increase and build upon year 2000 engagements; 3) capitalize on significant investments in infrastructure and capabilities; 4) expand service offerings.

Use of Proceeds
The proceeds from the proposed offering will be used for repayment of existing debt; payment of undistributed S Corporation earnings; expansion of existing operations, including the company's offshore software development operations, development of new service lines and possible acquisitions of related businesses; and general corporate purposes, including working capital.

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