Total Control Products, Inc.
Ticker:TCPS 2001 North Janice Avenue
Exchange:NASDAQ-National Market Melrose Park, IL 60160
Industry:Manufacturing (SIC Code 3823) (708) 345-5500

Offering Information
Type of Shares:Common Shares Filing Date:12/23/96
U.S. Shares:2,000,000 Offer Date:3/11/97
Non-U.S. Shares:0 Filing Range:$8.00 - $10.00
Primary Shares:1,650,000 Offer Price:$8.00
Secondary Shares:350,000 Gross Spread:$0.56
Offering Amount: $18,000,000 Selling:$0.30
Expenses:$700,000 Reallowance:$0.10
Shares Out After:7,653,576

Primary Underwriting Group
ManagerTierPhone
Adams, Harkness & HillLead Manager (617) 371-3705
A.G. Edwards & Sons, Inc.Co-manager (314) 955-3039

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: D'Ancona & Pflaum
Bank's Law Firm: Hale and Dorr
Auditor: Arthur Andersen
Registrar/Transfer Agent: Norwest Bank of Minnesota

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
3/31/96 12/31/96 12/31/95 12/31/96
Revenue:$25.74$28.81$17.65Assets:$31.48
Net Income:-$0.61-$11.16-$0.70Curr Assets:
EPS:-$0.11-$1.97-$0.12Liabilities:$40.73
Prior EPS:$0.09-$0.98-$0.20Curr Liabilities:
Cash Flow/Oper:-$0.41Equity:-$9.25
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company designs, develops and markets products and technology for the control segment of the industrial automation market. The company's broad range of products are used to define, monitor and maintain the operation, sequencing and safety of industrial equipment and machinery on the factory floor. These products range from close architecture programmable logic controller operator interfaces to open architecture software and systems, and are sold primarily through an international network of independent distributors with over 200 sales and locations. End-users of the company's products include Abbott Laboratories, The Boeing Company, The Coca Cola Company, Eastman-Kodak Company, Ford Motor Company, General Motors Corporation, Nabisco, Inc., and USX Corporation.

Competition
Competition in the industrial automation industry is intense and characterized by rapidly advancing technologies. The company faces substantial competition in all of its product lines and competition may increase if new competitors enter the market or if existing competitors expand their product offerings. Competitors include large PLC manufacturers, including Allen-Bradley, Eaton Corp., GE Fanuc Automation North America, Inc., Groupe Schneider S.A. and Siemens Energy and Automation, Inc.

Business Plan
The company's goal is to become a leading worldwide provider of products and technology in the control segment of the industrial automation market. Key elements of the company's strategy are as follows: 1) leverage the success of QuickPanel; 2) develop products for sale through independent distributor; 3) expand the network of independent distributors; 4) leverage the trend towards open systems; 5) seek product portfolio expansion opportunities; 6) focus resources on strategic areas.

Use of Proceeds
The proceeds from the proposed offering will be used for repayment of certain debt, working capital and general corporate purposes.

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