OCI Holdings Corp.
Proposed Ticker:OCIC 512 Taylor Street
Exchange:NASDAQ-National Market Corinth, MS 38834
Industry:Service (SIC Code 7312) (601) 286-3334

Filing Information
Type of Shares:Common Shares Filing Date:6/4/97
U.S. Shares Filed:0 Filing Price: -
Non-U.S. Shares Filed:0 Offering Amount: $57,500,000
Primary Shares:0 Expenses: -
Secondary Shares:0 Shares Out After:

Primary Underwriting Group
ManagerTierPhone
Donaldson, Lufkin & Jenrette Securities Corp.Lead Manager (212) 371-0641
Alex. Brown & Sons IncorporatedCo-manager (410) 895-2700
Salomon Brothers Inc.Co-manager (212) 783-2947

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Goodwin Procter & Hoar
Bank's Law Firm: Cahill Gordon & Reindel
Auditor: KPMG Peat Marwick

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
3/31/97 3/31/97
Revenue:$56.12Assets:$140.18
Net Income:-$1.68Curr Assets:
EPS:Liabilities:$145.49
Prior EPS:Curr Liabilities:
Cash Flow/Oper:Equity:-$5.31
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a leading provider of outdoor advertising services, operating approximately 15,000 advertising displays in 13 Midwestern and southeastern states. The company focuses on small- to medium-sized markets with populations ranging from 15,000 to 150,000, and it�s the largest outdoor advertising company in most of the markets in which it operates. Management believes that operating in small- to medium-sized markets provides certain advantages over operating in large markets, including lower and more stable lease costs, greater new build opportunities and more attractive acquisition opportunities. For the twelve months ended March 31, 1997, on a pro forma basis, the company had net revenues and EBITDA of $56.1 million and $22.5 million, respectively, excluding the results of certain individually insignificant operations prior to their acquisition by the company.

Use of Proceeds
The proceeds from the proposed offering will be used for repayment of all amounts outstanding under the existing credit facility, redemption of the Series A and Series B Notes and for working capital and general corporate purposes.

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