Integrated Physician Systems, Inc.
Proposed Ticker:IPS 2644 Bristol Road
Exchange:American Stock Exchange Warrington, PA 18976
Industry:Service (SIC Code 8742) (215) 343-1942
# of Employees:7

Filing Information
Type of Shares:Common Shares Filing Date:8/8/97
U.S. Shares Filed:1,500,000 Filing Range:$8.00 - $10.00
Non-U.S. Shares Filed:0 Offering Amount: $13,500,000
Primary Shares:1,500,000 Expenses: -
Secondary Shares:0 Shares Out After:4,909,300

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

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Brock, Fensterstock, Silverstein, McAuliffe & Wade
Bank's Law Firm: Orrick, Herrington & Sutcliffe
Auditor: Feldman Radin & Co.
Registrar/Transfer Agent: Continental Stock Transfer & Trust Co

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:$0.00$0.00$0.00Assets:$0.47
Net Income:-$0.01-$0.01$0.00Curr Assets:$0.13
EPS:Liabilities:$0.46
Prior EPS:-$0.01$0.00Curr Liabilities:$0.46
Cash Flow/Oper:$0.00$0.19$0.00Equity:$0.01
Cash Flow/Fin:$0.23-$0.07$0.00Cash:$0.13
Cash Flow/Inv:-$0.20-$0.07Working Cap:-$0.33

Business Description
The company is a newly established physician practice management organization which is developing an integrated health care delivery network in selected geographic areas through affiliation with physician practices. The Company's objective is to develop and manage an integrated health care delivery network that provides high quality, cost-effective care. The Company has focused, and intends, at least initially, to continue to focus, its primary affiliation efforts on physician practices located in New Jersey, New York, and Pennsylvania. The Company targets physicians who are committed to the delivery of high quality, cost-effective care and have a reputation with their patients, peers, and payors for providing quality medical services and that have the capacity to increase profitability through improved performance on existing patient bases.The health care delivery system in the United States has been undergoing substantial change, largely in response to concerns over the quality and escalating cost of health care. National expenditures for health care grew from $250 billion in 1980 to an estimated $1 trillion in 1995. Of the total estimated 1995 expenditures, physicians received approximately $200 billion for their own services and controlled an additional $600 billion through the referral of patients for additional care and services provided by others.

Competition
The physician practice management industry is highly competitive. The Company is subject to significant competition both in affiliating with physician practices and in seeking managed care contracts on behalf of the Affiliated Practices. Its competitors include hospitals, managed care organizations, and other PPMOs. In comparison with the Company, many of its competitors are larger and have substantially greater resources, provide a wider variety of services, and have longer established relationships with purchasers of such services. The Company intends to compete in such market by focusing on the quality of service of its Affiliated Practices and believes its affiliation selection process, the skills and experience of its management and personnel, and its medical information system will all be important competitive factors. There can be no assurance, however, that the Company will be able to compete effectively, that additional competitors will not enter the market, or that such competition will not make it more difficult to enter into affiliations with physician practices on terms beneficial to the Company. The Company also experiences competition in the recruitment and retention of qualified physicians and other health care professionals on behalf of the Affiliated Practices. There can be no assurance that the Company will be able to recruit or retain a sufficient number of qualified physicians and other health care professionals to expand its operations.

Business Plan
The company's strategy is to develop and manage an integrated health care delivery network that provides high quality, cost-effective care. The key elements of this strategy are as follows: (I) Targeting for Affiliation High Quality and Productive Physician Practices Which Are Commited to Expanding and Providing Cost-Effective Care, (ii) Integrating Physician Practices Into Company-Coordinated SBUS to Provide Physician and Medical Support Services Within Specific Geographic Regions, (iii) Contracting with State and Local Governments to Provide Medical Services to Elderly and Indigent Populations, (iv) Enhancing the Ability of the Physicians to Focus on Clinical Practice Issues by Relieving Them of Most Administrative Functions, (v) Implementing and Utilizing and Information System to Manage Patient Care and to Control Costs, (vi) Coordinating Purchases of Supplies, Equipment, and Services in Order to Realize Economies of Scale, (vii) Positioning the Company to Maximize Managed Care Contract Opportunities and (viii) Developing Ancillary Services and Broadening the Specialties of the Company's Health Care Delivery Network in Order to Enhance Revenues and Profitability.

Use of Proceeds
The proceeds from the proposed offering will be used for payments due upon consummation of the acquisitions; funds available for future acquisitions of additional physician practices and/or other medical entities; hardware, software, and installation cost of an information system; repayment of certain indebtedness; and general corporate purposes and working capital.

Principal and Selling Shareholders
Name of Shareholder% Owned
Before
% Owned
After
Robert M. Rubin16.40%10.20%
John D. Sullivan16.40%10.20%
James M. and Ellen Foulke13.80%8.60%
Scott G. Pollock7.40%4.60%
Family Investment Associates, L.P.7.20%4.50%
David I. Rosen, M.D.7.00%4.40%
Master Holding, Inc.6.60%4.10%
Dennis B. Liotta, M.D.5.90%3.70%
Note: Represents ownership of 5% or more prior to the offering.
Additional Underwriter Compensation
Warrant to purchase 150,000 shares/units at a nominal price.

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