Telegroup, Inc.
Ticker:TGRP 2098 Nutmeg Avenue
Exchange:NASDAQ-National Market Fairfield, IA 52556
Industry:Transportation (SIC Code 4813) (515) 472-5000

Offering Information
Type of Shares:Common Shares Filing Date:4/11/97
U.S. Shares:4,000,000 Offer Date:7/8/97
Non-U.S. Shares:1,000,000 Filing Range:$10.00 - $11.00
Primary Shares:5,000,000 Offer Price:$10.00
Secondary Shares:0 Gross Spread:$0.70
Offering Amount: $52,500,000 Selling:$0.42
Expenses: - Reallowance:$0.10
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
Smith Barney Inc.Lead Manager (212) 723-7300
Alex. Brown & Sons IncorporatedCo-manager (410) 895-2700
Cowen & CompanyCo-manager (212) 495-6000

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Swidler & Berlin, Chartered
Bank's Law Firm: Chadbourne & Parke
Auditor: KPMG Peat Marwick
Registrar/Transfer Agent: First Chicago Trust Company of NY

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:$213.21Assets:$65.96
Net Income:-$0.12Curr Assets:
EPS:Liabilities:$52.59
Prior EPS:Curr Liabilities:
Cash Flow/Oper:$4.90Equity:$13.36
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a leading global alternative provider of international telecommunications services. The company offers a broad range of discounted international and enhanced telecommunications services to small- and medium-sized business and residential customers in over 170 countries worldwide. The company has achieved its significant international market penetration by developing what it believes to be one of the most comprehensive global sales, marketing and customer service organizations in the international telecommunications industry. The company operates a digital, switched-based telecommunications network to deliver its services in a reliable, flexible, and cost-effective manner to approximately 200,000 active customers worldwide. According to Federal Communications Commission statistics, the company was the sixth largest U.S. carrier of outbound international traffic in 1995. The company's revenues increased from $29.8 million in 1993 to $213.2 million in 1996.

Use of Proceeds
The proceeds from the proposed offering will be used to expand the Telegroup Intelligent Global Network; prepay all of the outstanding 12% Senior Subordinated Notes; to develop and upgrade management information systems; and the balance will be used for working capital and for general corporate purposes including strategic alliances and acquisitions.

©1997 IPO Data Systems, Inc. - All rights reserved.