Total Entertainment Restaurant Corp.
Ticker:TENT 300 Crescent Court Building 300, Suite 850
Exchange:NASDAQ-National Market Dallas, TX 75201
Industry:Retail (SIC Code 5812) (214) 754-0414

Offering Information
Type of Shares:Common Shares Filing Date:3/14/97
U.S. Shares:2,100,000 Offer Date:7/17/97
Non-U.S. Shares:0 Filing Range:$8.50 - $9.50
Primary Shares:2,100,000 Offer Price:$9.00
Secondary Shares:0 Gross Spread:$0.63
Offering Amount: $18,900,000 Selling:$0.32
Expenses:$675,000 Reallowance:$0.10
Shares Out After:10,000,000

Primary Underwriting Group
ManagerTierPhone
Montgomery SecuritiesLead Manager (415) 627-2100

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Olshan Grundman Frome & Rosenzweig
Bank's Law Firm: Wilson, Sonsini, Goodrich & Rosati
Auditor: Ernst & Young
Registrar/Transfer Agent: First Union National Bank North Carolina

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:$14.82Assets:$13.20
Net Income:$0.80Curr Assets:
EPS:$0.10Liabilities:$11.68
Prior EPS:Curr Liabilities:
Cash Flow/Oper:Equity:$1.51
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company currently owns and operates 12 entertainment restaurant locations under the Fox & Hound and Bailey's Sports Grille brand names. The company's entertainment restaurant locations combine a comfortable and inviting social gathering place, full menu and full service bar, state-of-the-art audio and video systems for sports entertainment, traditional games of skill such as pocket billiards and a late-night dining and entertainment alternative all in a single location. The company's entertainment restaurant locations appeal to a broad range of guests who can participate in one or more aspects of the company's total entertainment and restaurant experience. Fox & Hound and Bailey's encompass the company's multi-dimensional concept and serve both larger and urban and smaller regional markets. The first Bailey's was opened in Charlotte, North Carolina in 1989 and the first Fox & Hound was opened in Arlington, Texas in 1994. The company currently owns and operates three Fox & Hounds and nine Bailey's in Arkansas, Indiana, North Carolina, South Carolina, Tennessee and Texas.

Use of Proceeds
The proceeds from the proposed offering will be used to finance the expansion and development of additional entertainment restaurant locations, to repay indebtedness and for general corporate purposes.

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