Vialog Corporation
Proposed Ticker: - 46 Manning Road
Exchange:NASDAQ-National Market Billerica, MA 01821
Industry:Service (SIC Code 4813) (508) 667-2000

Filing Information
Type of Shares:Common Shares Filing Date:2/28/97
U.S. Shares Filed:4,200,000 Filing Range:$12.00 - $14.00
Non-U.S. Shares Filed:0 Offering Amount: $54,600,000
Primary Shares:4,200,000 Expenses: -
Secondary Shares:0 Shares Out After:9,148,604

Primary Underwriting Group
ManagerTierPhone
Donaldson, Lufkin & Jenrette Securities Corp.Lead Manager (212) 371-0641

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Mirick, O'Connell, Demallie & Lougee LLP
Bank's Law Firm: Foley Hoag & Eliot
Auditor: KPMG Peat Marwick

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:$50.61Assets:$63.00
Net Income:$1.28Curr Assets:
EPS:$0.13Liabilities:$56.61
Prior EPS:Curr Liabilities:
Cash Flow/Oper:$0.18Equity:$6.39
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company was founded on January 1, 1996 with the intention of becoming a leading provider of value-added electronic group communications services. These services include audio, video and data teleconferencing. Through the combination of seven private conference service bureaus simultaneously with the closing of this Offering, the company will establish one of the largest and most geographically diverse networks of sales and operations centers focused solely on the electronic group communications market. The company intends to establish its brand, VIALOG, as synonymous with superior electronic group communications services. The company believes it will increase its market share by emphasizing superior customer service, enhanced and customized services, targeted marketing and relationship selling. The company has approximately 10,000 ports of teleconferencing capability with which it services its customers. These customers include Fortune 500 companies and several telecommunications providers as well as medium and small businesses and institutions.

Use of Proceeds
The proceeds from the proposed offering will be used to pay the cash portion of the purchase price for the Founding Companies, to repay indebtedness of the Founding Companies to repay Notes issued by Vialog prior to the offering, and for working capital and for general corporate purposes including future acquisition.

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