Track 'n Trail, Inc.
Ticker:TKTL 4961-A Windplay Drive
Exchange:NASDAQ-National Market El Dorado Hills, CA 95762
Industry:Retail (SIC Code 5661) (916) 933-4525

Offering Information
Type of Shares:Common Shares Filing Date:3/12/97
U.S. Shares:2,727,272 Offer Date:10/9/97
Non-U.S. Shares:0 Filing Range:$10.00 - $12.00
Primary Shares:2,727,272 Offer Price:$10.50
Secondary Shares:0 Gross Spread:$0.74
Offering Amount: $29,999,992 Selling:$0.42
Expenses:$1,400,000 Reallowance:$0.10
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
Ladenburg, Thalmann & Co. Inc.Lead Manager (212) 409-2300
A.G. Edwards & Sons, Inc.Co-manager (314) 955-3039

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Pillsbury Madison & Sutro
Bank's Law Firm: Fulbright & Jaworski
Auditor: Coopers & Lybrand

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
12/28/96 12/28/96
Revenue:$66.23Assets:$31.86
Net Income:$2.87Curr Assets:
EPS:$0.54Liabilities:$21.21
Prior EPS:Curr Liabilities:
Cash Flow/Oper:$5.10Equity:$10.65
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is one of the largest specialty retailers in the United States focusing on high-quality casual, outdoor and adventure footwear. The company has increased its store base and net sales each year since inception. In addition, the company's net income has grown at a compound annual rate of 37.5% from $1.1 million in fiscal 1993 to $2.9 million in fiscal 1996, after giving effect to assumed C corporation income taxes. The company targets middle to upper income consumers, with the Track 'n Trail stores focusing on consumers in the 15- to 40-year-old age group and the Overland Trading stores focusing on the 25-to 55-year-old age group. The company markets to these two different customer segment through distinct merchandise assortments and store designs. The company operates these two distinct retail concepts to capitalize on the rapid population growth in the 15- to 24-year old age group and the 40- to 55-year-old age group, which the U.S. Bureau of the Census estimates will grow 19.6%.

Use of Proceeds
The proceeds from the proposed offering will be used to repay indebtedness and fund S Corporation distributions to stockholders, and for general corporate purposes.

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