Advantage Learning Systems, Inc.
(www.advlearn.com)
Ticker:ALSI 2911 Peach Street
Exchange:NASDAQ-National Market Wisconsin Rapids, WI 54495
Industry:High-Tech (SIC Code 7372) (715) 424-3636

Offering Information
Type of Shares:Common Shares Filing Date:2/28/97
U.S. Shares:2,800,000 Offer Date:9/24/97
Non-U.S. Shares:0 Filing Range:$12.00 - $14.00
Primary Shares:2,800,000 Offer Price:$16.00
Secondary Shares:0 Gross Spread:$1.12
Offering Amount: $36,400,000 Selling:$0.60
Expenses:$750,000 Reallowance:$0.10
Shares Out After:13,896,066

Primary Underwriting Group
ManagerTierPhone
Piper Jaffray IncorporatedLead Manager (612) 342-6220
Montgomery SecuritiesCo-manager (415) 627-2100

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Godfrey & Kahn
Bank's Law Firm: Sachnoff & Weaver
Auditor: Arthur Andersen

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:$22.38Assets:$19.86
Net Income:$4.46Curr Assets:
EPS:Liabilities:$16.08
Prior EPS:Curr Liabilities:
Cash Flow/Oper:$9.20Equity:$3.77
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a leading provider of learning information systems to kindergarten through senior high schools in the United States and Canada. The company's learning information systems consist of computer software and related training designed to improve student academic performance by increasing the quality, quantity and timeliness of performance data available to educators and by facilitating increased student practice of essential skills. The company's flagship product, the Accelerated Reader, is software for motivating and monitoring increased literature based reading practice. As of December 31, 1996, the Accelerated Reader had been sold to approximately 26,000, or 21%, of the K-12 schools in the United States and Canada. In a survey by Quality Education Data, Inc., the Accelerated Reader was the software product that educators most frequently cited as being used to improved the quality of education in K-12 schools.

Use of Proceeds
The proceeds from the proposed offering will be used for payment of undistributed S Corporation earnings, repayment of construction related indebtedness, repayment of acquisition related indebtedness to principal stockholders, payment to certain employee benefit plans and general corporate purposes including working capital and new product development.

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