Great Plains Software, Inc.
(www.gps.com)
Ticker:GPSI 1701 S.W. 38th Street
Exchange:NASDAQ-National Market Fargo, ND 58103
Industry:High-Tech (SIC Code 7372) (701) 281-0550

Offering Information
Type of Shares:Common Shares Filing Date:3/5/97
U.S. Shares:3,000,000 Offer Date:6/20/97
Non-U.S. Shares:0 Filing Range:$11.00 - $13.00
Primary Shares:3,000,000 Offer Price:$16.00
Secondary Shares:0 Gross Spread:$1.12
Offering Amount: $36,000,000 Selling:$0.65
Expenses:$480,000 Reallowance:$0.10
Shares Out After:12,769,604

Primary Underwriting Group
ManagerTierPhone
Goldman, Sachs & Co.Lead Manager (212) 902-5959
Hambrecht & Quist IncorporatedCo-manager (415) 439-3626
Piper Jaffray IncorporatedCo-manager (612) 342-6220

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Pillsbury Madison & Sutro
Bank's Law Firm: Hale and Dorr
Auditor: Price Waterhouse
Registrar/Transfer Agent: Norwest Bank of Minnesota

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
6 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
5/31/96 11/30/96 11/30/95 11/30/96
Revenue:$42.27$24.75$19.15Assets:$24.15
Net Income:$7.46$1.20$1.45Curr Assets:
EPS:$0.77$0.12Liabilities:$16.29
Prior EPS:$2.12$2.61Curr Liabilities:
Cash Flow/Oper:$8.27Equity:$7.86
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a leading provider of Microsoft Windows NT client/server financial management software for mid-sized businesses. The company's award-winning products and services automate essential accounting functions and enhance the strategic value of financial information. The company's products and services are sold and implemented exclusively by its extensive network of independent sales and support organizations throughout the United States, Canada and select international markets. The company's client/server product lines, Dynamics C/S+ and Dynamics, consist of a suite of financial applications, such as general ledger, accounts receivable, accounts payable, payroll and sales order and purchase order processing, and a suite of development and customization tools. The company's client/server products are designed to meet the broad spectrum of financial management needs of the corporate or middle market , which generally consists of mid-sized businesses with $1 million to $250 million in revenues and 10 to 2,500 employees.

Use of Proceeds
The proceeds from the proposed offering will be used for general corporate purposes including working capital, product development, capital expenditures and possible acquisitions.

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