TelePassport, Inc.
Proposed Ticker:TEPP 1212 Avenue of Americas
Exchange:NASDAQ-National Market New York, NY 10036
Industry:Transportation (SIC Code 4813) (212) 302-3365

Filing Information (This offering has been postponed)
Type of Shares:Class B Common Shares Filing Date:2/3/97
U.S. Shares Filed:5,000,000 Filing Range:$14.00 - $16.00
Non-U.S. Shares Filed:0 Offering Amount: $75,000,000
Primary Shares:5,000,000 Expenses: -
Secondary Shares:0 Shares Out After:

Primary Underwriting Group
ManagerTierPhone
CS First BostonLead Manager (212) 325-2000
Smith Barney Inc.Co-manager (212) 723-7300

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Baer Marks & Upham
Bank's Law Firm: Cravath, Swaine & Moore
Auditor: Ernst & Young
Registrar/Transfer Agent: Bank of New York

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:$27.64$27.76$19.72Assets:$10.65
Net Income:-$1.40-$4.81-$0.74Curr Assets:
EPS:Liabilities:$12.49
Prior EPS:-$4.31-$0.44Curr Liabilities:
Cash Flow/Oper:-$1.01Equity:-$1.84
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a provider of international telecommunications services. The company conducts business on a global basis with a principal focus on small and medium-sized businesses and residential customers with significant international long distance traffic in the United Kingdom, Germany, Austria, Switzerland and other targeted areas of Europe, and in Japan and other targeted Asian countries. The company has also commenced efforts to sell national telecommunications services in certain of these targeted areas. The company operates a digital switch-based telecommunications network connected by leased fiber optic transmission facilities. The TelePassport Network currently has international gateway switching centers in New York and Tokyo. In addition, the company has switching facilities in London, Frankfurt and Vienna.

Use of Proceeds
The proceeds from the proposed offering will be used to expand and upgrade the TelePassport Network; to integrate distribution through acquisitions; to acquire businesses or invest in joint ventures or strategic alliances; for research and development and for general corporate purposes and working capital.

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