OutSource International, Inc.
Ticker:OSIX 1144 East Newport Center Drive
Exchange:NASDAQ-National Market Deerfield Beach, FL 33442
Industry:Service (SIC Code 7363) (954) 418-6200
# of Employees:786

Offering Information
Type of Shares:Common Shares Filing Date:8/12/97
U.S. Shares:3,700,000 Offer Date:10/23/97
Non-U.S. Shares:0 Filing Range:$14.00 - $16.00
Primary Shares:3,000,000 Offer Price:$15.00
Secondary Shares:700,000 Gross Spread:$1.05
Offering Amount: $55,500,000 Selling:$0.63
Expenses: - Reallowance:$0.10
Shares Out After:8,993,666

Primary Underwriting Group
ManagerTierPhone
Smith Barney Inc.Lead Manager (212) 723-7300
Donaldson, Lufkin & Jenrette Securities Corp.Co-manager (212) 371-0641
Robert W. Baird & CompanyCo-manager (414) 765-3632

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Holland & Knight
Bank's Law Firm: Steel Hector & Davis
Auditor: Deloitte & Touche
Registrar/Transfer Agent: BankBoston

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:$389.31$110.71$72.19Assets:$81.49
Net Income:$3.22$1.23$0.07Curr Assets:$32.88
EPS:$0.47$0.17$0.01Liabilities:$87.19
Prior EPS:$0.20Curr Liabilities:$21.84
Cash Flow/Oper:-$1.28Equity:-$5.70
Cash Flow/Fin:$4.65Cash:$0.09
Cash Flow/Inv:-$4.83Working Cap:$11.04

Business Description
The company is a rapidly growing national provider of human resource services focusing on the flexible industrial staffing market through its Tandem division and on the professional employer organization market through its Synadyne division. The Tandem division recruits, trains and deploys temporary industrial personnel and provides payroll administration, risk management and benefits administration services to its clients. Tandem's clients include businesses in the manufacturing, distribution, hospitality and construction industries. Through its Synadyne division, the Company offers a comprehensive package of PEO services including payroll administration, risk management, benefits administration and human resource consultation to companies in a wide range of industries. The Company's operations began in Chicago, Illinois in 1974. As of June 30, 1997, the Company and its franchise associates operated 163 offices, with an estimated 31,000 employees, in 38 states and the District of Columbia.

Competition
The staffing industry is highly competitive, with approximately 7,000 companies providing flexible staffing services through approximately 17,000 locations and approximately 2,000 companies providing PEO services. The Company competes with larger full-service and specialized flexible staffing and PEO competitors in national, regional and local markets. In addition, the Company may encounter substantial competition from new market entrants. Many of the Company's competitors have significantly greater name recognition and have greater marketing, financial and other resources than the Company. The Company expects that there will be significant consolidation in the staffing industry in the future, resulting in increased competition from larger national and regional companies. There can be no assurance that the Company will be able to compete effectively against such competitors in the future.

Use of Proceeds
The proceeds from the proposed offering will be used to redeem indebtedness under certain credit obligations; repay related party notes and indebtedness incurred in connection with certain acquisitions.

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