Knoll, Inc.
Ticker:KNL 1235 Water Street
Exchange:New York Stock Exchange East Greenville, PA 18041
Industry:Manufacturing (SIC Code 2522) (215) 679-7991

Offering Information
Type of Shares:Common Shares Filing Date:3/14/97
U.S. Shares:6,400,000 Offer Date:5/9/97
Non-U.S. Shares:1,600,000 Filing Range:$19.00 - $22.00
Primary Shares:8,000,000 Offer Price:$17.00
Secondary Shares:0 Gross Spread:$1.02
Offering Amount: $164,000,000 Selling:$0.60
Expenses: - Reallowance:$0.10
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
Merrill Lynch & Co.Lead Manager (212) 449-4600
CS First BostonCo-manager (212) 325-2000
Goldman, Sachs & Co.Co-manager (212) 902-5959
Morgan Stanley & Co. IncorporatedCo-manager (212) 761-5900

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Willkie Farr & Gallagher
Bank's Law Firm: Fried, Frank, Harris, Shriver & Jacobson
Auditor: Ernst & Young

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:$651.77Assets:$675.71
Net Income:$26.03Curr Assets:
EPS:Liabilities:$497.91
Prior EPS:Curr Liabilities:
Cash Flow/Oper:Equity:$177.80
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company designs, manufactures and distributes office systems and business furniture noted for its high quality, innovative designs and sophisticated image. The company's products are designed to provide enduring value rooted in timeless aesthetics, functionality, flexibility and reliable performance. For nearly sixty years, Knoll has been widely recognized as a design leader, with products represented in major art museums around the world, including more than 30 Knoll pieces housed in the permanent Design Collection of the Museum of Modern Art in New York. Since 1994 alone, the company has won more than 20 design awards for new products and enhancements across all of its product categories. The company's customers are typically Fortune 1000 companies. The company's direct sales force of approximately 290 professionals and its network of approximately 200 independent dealers in North America work in close partnership with customers and design professionals to create distinctive work environments using the company's products.

Use of Proceeds
The proceeds from the proposed offering will be used to redeem that portion of the Series A Preferred Stock held by the Initial Investors not converted into common stock, to redeem a portion of the company's outstanding subordinated debt, to repay other indebtedness of the company and for working capital and for general corporate purposes.

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