Home Security International, Inc.
Ticker:HSI Level 7, 77 Pacific Higway
Exchange:American Stock Exchange North Sydney, AUSTR NSW 2060
Industry:Construction (SIC Code 1731)

Offering Information
Type of Shares:Common Shares Filing Date:5/2/97
U.S. Shares:2,400,000 Offer Date:7/15/97
Non-U.S. Shares:0 Filing Range:$12.00 - $14.00
Primary Shares:2,400,000 Offer Price:$10.00
Secondary Shares:0 Gross Spread:$0.80
Offering Amount: $31,200,000 Selling:$0.40
Expenses:$715,000 Reallowance:$0.10
Shares Out After:5,000,000
Spin out parent firm: FAI Home Security Holdings Pty Ltd.

Primary Underwriting Group
ManagerTierPhone
National Securities Corp.Lead Manager (800) 800-9217

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: D'Ancona & Pflaum
Bank's Law Firm: Camhy Karlinsky & Stein
Auditor: Arthur Andersen
Registrar/Transfer Agent: Bank of New York

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
6 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
6/30/96 3/31/97 3/31/96 3/31/97
Revenue:$26.70$23.23$18.81Assets:$20.98
Net Income:$1.66$1.84$1.22Curr Assets:
EPS:Liabilities:$6.94
Prior EPS:$3.35$0.19Curr Liabilities:
Cash Flow/Oper:$0.49Equity:$14.04
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company operates an incentive based distributor network to sell, install and service residential security alarms systems called SecurityGuard Alarm. The company markets its services and products in Australia and New Zealand. The company's mission is to offer consumers a quality home security alarm package to protect their families and property. The company intends to expand its business services to include, in addition to residential alarm systems, on-line monitoring services and extended warranties. Outside of Australia and New Zealand, the company has established distributor networks in the United Kingdom, Belgium, the Netherlands, Germany and Canada. The company has also successfully test marketed its product in the United States through a sales representative, and anticipates opening a distribution office by June of 1997. The company believes it is one of the fastest growing residential security alarm businesses in Australia and New Zealand and that the characteristics of the Australian and New Zealand and that the characteristics of the Australian and new Zealand market are representative of the conditions that exist in other countries in which the company operates or plans to commence operations.

Competition
The security alarm industry highly competitive and fragmented. The company competes with numerous other companies for new customers. Although the company believes that it is the leading seller of residential alarm systems in Australia and New Zealand, there is no assurance that the company will continue to have a competitive advantage in these countries. The loss of any competitive position by the company in its target market would have a material adverse effect on the company. In marketing the SecurityGuard Alarm outside of Australia and New Zealand, the company will compete with larger national and international companies that are better capitalized than the company. The company's three major competitors for first-time purchasers of alarm systems in Australia are Brambles Industries Ltd, Chubb Security Holdings Australia Ltd, and Tempo Services Ltd. Competition for new accounts by many of these competitors is based primarily on installation price, monthly monitoring fee, the range of services offered, and reputation for quality. However, the company believes it has a superior marketing strategy because of its policy of selling directly to the end user through the Distributor Network. The company believes that similar competition exists in markets throughout the areas in which it seeks to operates. In the United States, the company will face competition from alarm installation and monitoring companies which are better capitalized than the company and which offer low-priced, subsidized installations of security systems. However, the company believes that it will be able to successfully penetrate and compete in such markets using the same systems that it uses in Australia and New Zealand. The company has expanded its business services to include, in addition to residential alarm systems, on-line monitoring services and extended warranties in Australia. Outside of Australia and New Zealand, the company has established distributor networks in the United Kingdom, Belguim, the Netherlands, Germany, Canada and South Africa.

Business Plan
The company's strategy is to grow by increasing its Distributor Network in its existing markets as well as in new international markets. In addition, the company plans to expand its product and service offerings with extended warranties and on-line alarm monitoring. The company also seeks to become more efficient and cost-effective by taking advantage of increased economies of scale afforded by its growth. The key elements of the company's strategy are: (I) International Expansion, (ii) Direct Approach to Households, (iii) Increasing Account Density in Existing Markets and (iv) Additional Services and Recurring Revenue.

Use of Proceeds
The proceeds from the proposed offering will be distributed to parent shareholder and used to reduce indebtedness acquired by the company pursuant to the reorganization and for general corporate purposes.

Principal and Selling Shareholders
Name of Shareholder% Owned
Before
% Owned
After
Bradley D. Cooper5.20%5.00%
Note: Represents ownership of 5% or more prior to the offering.
Executive Officers and Directors
Officer NameTitleAge
Bradley D. CooperChairman of the Board of Directors, Chief Executive Officer and Assistant Secretary, Member of the Compensation and Executive Committees38
Mark WhitakerChief Fianancial Officer, Treasurer, Executive Vice President of Finance30
Robert D. ApplebyExecutive Vice President of International Business Development47
Geoffrey D. KnowlesExecutive Vice President of Marketing32
Felicity A. HilbertExecutive Vice President of Operations27
Terrance J. YoungmanPresident44

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