Racing Champions Corporation
Ticker:RACN 800 Roosevelt Road, Building C, Suite 320
Exchange:NASDAQ-National Market Glen Ellyn, IL 60137
Industry:Wholesale (SIC Code 5092) (630) 790-3507

Offering Information
Type of Shares:Common Shares Filing Date:2/27/97
U.S. Shares:5,000,000 Offer Date:6/11/97
Non-U.S. Shares:0 Filing Range:$12.00 - $14.00
Primary Shares:5,000,000 Offer Price:$14.00
Secondary Shares:0 Gross Spread:$0.98
Offering Amount: $65,000,000 Selling:$0.57
Expenses:$750,000 Reallowance:$0.10
Shares Out After:12,885,240

Primary Underwriting Group
ManagerTierPhone
Robert W. Baird & CompanyLead Manager (414) 765-3632
J.C. Bradford & Co.Co-manager (615) 748-9347
William Blair & CompanyCo-manager (312) 364-8990

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Reinhart, Boerner, Van Deuren, Norris & Rieselbach
Bank's Law Firm: McDermott, Will & Emery
Auditor: Arthur Andersen
Registrar/Transfer Agent: First National Bank of Boston

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:$66.00Assets:$109.08
Net Income:$4.74Curr Assets:
EPS:$0.36Liabilities:$97.67
Prior EPS:Curr Liabilities:
Cash Flow/Oper:$10.23Equity:$11.41
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a leading producer and marketing of collectible scaled die cast vehicle replicas. The company is best known for its extensive line of officially licensed, high quality collectible replicas of actual race cars and related vehicles from the five most popular U.S. professional racing series, including NASCAR. Since its inception in 1989, the company has capitalized on the growing popularity of motor sports by offering an expanding line of high quality, affordable racing replicas targeted toward racing fans and adult collectors. The company believes that it has the largest domestic market share in the die cast racing replica category. Beginning in 1996, the company successfully expanded into non-racing collectibles by introducing the Racing Champions Mint(TM) line of high quality die cast replicas of classic and late-model vehicles. The company is continuing this expansion in 1997 by introducing an additional line of non-racing vehicle replicas and two new lines of collectible pewter figures.

Use of Proceeds
The proceeds from the proposed offering will be used to redeem all of the company's outstanding Series A and Series B preferred stock to repay subordinated indebtedness to the company's current stockholders.

©1997 IPO Data Systems, Inc. - All rights reserved.