AHL Services, Inc.
Ticker:AHLS 3353 Peachtree Road NE, Suite 1120 North Tower
Exchange:NASDAQ-National Market Atlanta, GA 30326
Industry:Service (SIC Code 7389) (404) 267-2222

Offering Information
Type of Shares:Common Shares Filing Date:1/24/97
U.S. Shares:2,500,000 Offer Date:3/27/97
Non-U.S. Shares:0 Filing Range:$12.50 - $14.50
Primary Shares:2,500,000 Offer Price:$10.00
Secondary Shares:0 Gross Spread:$0.70
Offering Amount: $33,750,000 Selling:$0.40
Expenses:$700,000 Reallowance:$0.10
Shares Out After:10,603,430

Primary Underwriting Group
ManagerTierPhone
Alex. Brown & Sons IncorporatedLead Manager (410) 895-2700
Robinson-Humphrey Company, Inc., TheCo-manager (404) 266-6450

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: King & Spalding
Bank's Law Firm: Piper & Marbury
Auditor: Arthur Andersen
Registrar/Transfer Agent: First Union National Bank North Carolina

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:$168.60$150.48$123.12Assets:$52.59
Net Income:$1.44$1.86$0.93Curr Assets:
EPS:$0.17$0.22Liabilities:$47.54
Prior EPS:-$0.67-$2.52Curr Liabilities:
Cash Flow/Oper:-$3.54Equity:$5.05
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company provides contract staffing and management of its clients' labor-intensive, task-repetitive support functions on an outsourced basis throughout the United States and Europe. The company's core competencies include recruiting, hiring, training, motivating and managing the large numbers of personnel required to provide many of the support services needed by its clients and incorporating quality systems and cost efficiency in its operations. Founded in 1979, the company is a leader in providing pre-departure screening, passenger profiling and other passenger services to the aviation industry and, increasingly, provides services to other large corporations, including Federal Express, America Online, Georgia Power, BellSouth and Nike. Through its 60 offices in the United States and 23 offices in seven European countries, AHL is able to service the multinational needs of its Fortune 1000 client base. The company currently has approximately 400 contracts to provide services and has established long-term relationships with its largest clients, providing the company with a significant source of recurring revenues.

Competition
The contract staffing industry is extremely competitive and highly fragmented, with limited barriers to entry. Companies within the contract staffing industry compete on the basis of the quality of service provided, their ability to provide national and international services, the range of services offered, as well as price. The company believes its competitive advantages include its reputation for providing high quality service and its ability to serve large clients in the United States and Europe. Most of the company's competitors offer a more limited range clients in the United States and Europe. Most of the company's competitors offer a more limited range of services and focus on a few specific industries.

Business Plan
The company's intends to take advantage of market trends toward contract staffing and become the preferred provider of outsourced labor management solutions for its clients by leveraging its core competencies, international scale, reputation for quality, increasing focus on performance-based quality measurement systems, management depth and senior-level relationships with its key clients. Key elements of the company's strategy include: 1) exploit core competencies; 2) target fortune 1000 clients; 3) leverage national and international coverage; 4) utilize performance-based measurement systems; 5) continue investment in management and systems.

Use of Proceeds
The proceeds from the proposed offering will be used to repay outstanding indebtedness, finance enhancements to the company's management information systems, repurchase an outstanding warrant and for general corporate purposes including working capital.

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