Alternative Distribution Systems, Inc.
Proposed Ticker:ADSX 935 West 175th Street
Exchange:NASDAQ-National Market Homewood, IL 60430
Industry:Financial (SIC Code 6719) (708) 799-4990

Filing Information
Type of Shares:Common Shares Filing Date:2/4/97
U.S. Shares Filed:1,600,000 Filing Range:$10.00 - $12.00
Non-U.S. Shares Filed:0 Offering Amount: $17,600,000
Primary Shares:1,600,000 Expenses:$500,000
Secondary Shares:0 Shares Out After:4,949,000

Primary Underwriting Group
ManagerTierPhone
William Blair & CompanyLead Manager (312) 364-8990
A.G. Edwards & Sons, Inc.Co-manager (314) 955-3039

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Gardner, Carton & Douglas
Bank's Law Firm: McDermott, Will & Emery
Auditor: Crowe, Chizek and Company
Registrar/Transfer Agent: LaSalle National Trust, N.A.

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 12/31/96
Revenue:$67.47Assets:$38.32
Net Income:$3.36Curr Assets:
EPS:$0.68Liabilities:$35.20
Prior EPS:Curr Liabilities:
Cash Flow/Oper:$5.50Equity:$3.12
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company believes it is the leading national provider to the metals industry of fully integrated distribution services, including transportation, warehousing and third-party logistics services. Over the course of more than 15 years in the metals distribution business, the company has developed specialized systems, equipment and expertise which enable it to handle, warehouse and transport high-value metals (primarily steel and aluminum) requiring time-sensitive delivery in coordination with end-users' increasingly sophisticated inventory management requirements. The company serves metals producers, traders, processors and consumers (such as manufacturers of automobiles, appliances, construction and agricultural equipment, metal buildings components and food and beverage packaging) through a network of 16 warehousing and distribution centers and an approximately 285 tractor, primarily short-haul truck fleet operating in the Midwest, East and West Coast markets.

Use of Proceeds
The proceeds from the proposed offering will be used for repayment of outstanding indebtedness, to fund a capital distribution, to the company's current stockholders, and other general corporate purposes.

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