Horizon Pharmacies, Inc.
(www.members.aol.com/horizonx)
Ticker:HZP 275 W. Princeton Drive
Exchange:American Stock Exchange Princeton, TX 75407
Industry:Retail (SIC Code 5912) (972) 736-2424

Offering Information
Type of Shares:Common Shares Filing Date:4/16/97
U.S. Shares:1,200,000 Offer Date:7/8/97
Non-U.S. Shares:0 Filing Price:$5.00
Primary Shares:1,200,000 Offer Price:$5.00
Secondary Shares:0 Gross Spread:$0.50
Offering Amount: $6,000,000 Selling:$0.25
Expenses:$180,000 Reallowance:$0.10
Shares Out After:2,282,424

Primary Underwriting Group
ManagerTierPhone
Capital West Securities, Inc.Lead Manager (405) 235-5720
Comvest Partners, Inc.Co-manager (214) 265-7200

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Phillips McFall McCaffrey McVay & Murrah, P.C.
Bank's Law Firm: Robertson & Williams, Inc.
Auditor: Ernst & Young
Registrar/Transfer Agent: American Securities Transfer, Inc

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
3 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 3/31/97 3/31/96 3/31/97
Revenue:$13.14$5.11$2.37Assets:$8.35
Net Income:$0.20$0.14$0.07Curr Assets:
EPS:$0.18$0.13$0.07Liabilities:$6.45
Prior EPS:Curr Liabilities:
Cash Flow/Oper:$0.05Equity:$1.90
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company owns and operates a chain of 14 retail pharmacies, nine of which are located in Texas, two in Virginia, and one each in New Mexico, Oklahoma and Wisconsin. According to the October 21, 1996 issue of CHAIN DRUG REVIEW, the company is among the top 100 retail pharmacy chains in the United States based on store count and dollar volume of sales. The cmpany plans to acquire between eight and 12 pharmacies annually in each of 1997, 1998 and 1999. In March 1997, the company consummated the purchase of three pharmacies owned by True Quality Pharmacies, Inc. d/b/a Vista Pharmacy. The company began operating in February 1994 for the purpose of acquiring and consolidating under the HORIZON Pharmacies, Inc. name high volume, free-standing full-service retail pharmacies primarily located in communities having populations of fewer than 50,000 persons.

Use of Proceeds
The proceeds from the proposed offering will be used to repay certain existing indebtedness, acquire additional retail pharmacies and/or the inventory and pharmacy files of other retail pharmacies, make a distribution to existing shareholders primarily to mitigate such shareholders' expected state and federal income taxes associated with the company's present S Corporation status and for working capital and for general corporate purposes.

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