Pivot Rules, Inc.
Ticker:PVTR 80 West 40th Street
Exchange:NASDAQ-Small Cap Market New York, NY 10018
Industry:Wholesale (SIC Code 5136) (212) 944-8000

Offering Information
Type of Shares:Common Shares Filing Date:3/6/97
U.S. Shares:1,500,000 Offer Date:5/16/97
Non-U.S. Shares:0 Filing Range:$5.00 - $6.00
Primary Shares:1,500,000 Offer Price:$5.00
Secondary Shares:0 Gross Spread:$0.50
Offering Amount: $8,250,000 Selling:$0.25
Expenses: - Reallowance:$0.10
Shares Out After:2,700,000

Primary Underwriting Group
ManagerTierPhone
GKN SecuritiesLead Manager (212) 208-6660

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Shereff, Friedman, Hoffman and Goodman
Bank's Law Firm: Graubard Mollen Horowitz Pomeranz & Shapiro
Auditor: Grant Thornton
Registrar/Transfer Agent: American Stock Transfer & Trust Co

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:$8.60Assets:$1.64
Net Income:$0.14Curr Assets:
EPS:$0.11Liabilities:$1.23
Prior EPS:-$0.17Curr Liabilities:
Cash Flow/Oper:$1.41Equity:$0.41
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company designs, sources and markets a full collection of golf lifestyle sportswear for men under the Pivot Rules brand name and registered trademark. Its current products include knit and woven shirts, sweaters, sweatshirts, pants, shorts, outerwear, hats and socks, many of which carry the company's distinctive "Three golfer" logo. The company focuses its design efforts on creating products with updated styling, innovating design and superior comfort and fit, utilizing natural fibers and bright colors. The company seeks to distinguish its products from its competitors' products by incorporating many unique details into its garments, thereby creating a "branded" look. The company believes that by integrating its marketing, packaging and in-store fixturing programs, it will be able to build a lifestyle image that customers will link with the Pivot Rules brand name. Historically, golf apparel has been marketed largely to avid golfers and has been sold primarily at country clubs and pro shops. In recent years, however, these products increasingly have appealed to a broader group of consumers. As golf apparel has become more fashionable, a new market segment has developed--golf lifestyle sportswear.

Use of Proceeds
The proceeds from the proposed offering will be used for marketing and advertising activities, to repay indebtedness and obligations of the company, installation of concept shops and/or concept areas within targeted retailers' stores, for working capital and general corporate purposes.

Warrant Information
# of Units:1,500,000
Unit Ticker: - Unit Price:
Warrant Ticker:PVTRW Warrant Price:
Warrant Exercise Date: Warrant Exercise Price:
Warrant Expiration Date:
Warrant Detachable: Yes Warrant Detach Date:
Warrant Callable: No
Unit Composition: 1 Common Share + 1 Warrant
Warrant Entitlement: 1 Common Share


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