Clearview Cinema Group, Inc.
Ticker:CLV 7 Waverly Place
Exchange:American Stock Exchange Madison, NJ 07940
Industry:Service (SIC Code 7832) (201) 377-4646
# of Employees:333

Offering Information
Type of Shares:Common Shares Filing Date:5/27/97
U.S. Shares:1,000,000 Offer Date:8/18/97
Non-U.S. Shares:0 Filing Range:$8.00 - $10.00
Primary Shares:1,000,000 Offer Price:$8.00
Secondary Shares:0 Gross Spread:$0.64
Offering Amount: $9,000,000 Selling:$0.38
Expenses:$850,000 Reallowance:$0.10
Shares Out After:1,958,000

Primary Underwriting Group
ManagerTierPhone
Prime Charter Ltd.Lead Manager (212) 977-0620

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Kirkpatrick & Lockhart
Bank's Law Firm: Dewey Ballantine
Auditor: Wiss & Company
Registrar/Transfer Agent: Bank of New York

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:$8.20$3.51$1.01Assets:$16.63
Net Income:-$0.22$0.01-$0.01Curr Assets:$1.64
EPS:-$0.12$0.01-$0.01Liabilities:$12.34
Prior EPS:-$0.12$0.78$0.08Curr Liabilities:$3.13
Cash Flow/Oper:$1.15$0.30$0.05Equity:$4.29
Cash Flow/Fin:$6.72-$0.40-$0.11Cash:$1.43
Cash Flow/Inv:-$7.30-$0.40Working Cap:-$1.48

Business Description
The company is a regional motion picture exhibitor that owns and operates in-town multi-plex theaters primarily in affluent suburban communities in the New York/New Jersey metropolitan area. The company's theaters offer a mix of first-run commercial, art and family-oriented films designed to appeal primarily to sophisticated moviegoers and families with younger children. Since its inception in December, 1994, the company has grown from four to 16 theaters and from eight to 60 screens. From 1995 to 1996, the company's revenues have increased from $2.3 million to $8.2 million and theater level operating income has increased from $344,000 to $1.6 million. The company's strategy is to grow primarily through the acquisition or development of in-town multiplex theaters. The company seeks locations in the retail centers of suburban communities that have the characteristics of the company's target audiences.

Use of Proceeds
The proceeds from the proposed offering will be used to repay subordinated indebtedness, to upgrade existing theaters and construct additional screens, to redeem certain Provident Warrants issued to The Provident Bank in connection with the company's current financing arrangements; and the remaining proceeds will be used for general corporate purposes, primarily the acquisition and development of additional theaters.

Additional Underwriter Compensation
Additional compensation of $200,000.
Warrant to purchase 100,000 shares/units at a nominal price.
Exercise price of $9.60 for 4 year(s), 1 year(s) from 8/18/97.

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