Mettler-Toledo International, Inc.
Ticker:MTD Park Avenue Tower 65 East 55th Street, 27th Floor
Exchange:New York Stock Exchange New York, NY 10022
Industry:Manufacturing (SIC Code 3596) (212) 644-5900
# of Employees:6800

Offering Information
Type of Shares:Common Shares Filing Date:9/15/97
U.S. Shares:6,667,000 Offer Date:11/13/97
Non-U.S. Shares:0 Filing Range:$14.00 - $16.00
Primary Shares:6,667,000 Offer Price:$14.00
Secondary Shares:0 Gross Spread:$0.95
Offering Amount: $100,005,000 Selling:$0.55
Expenses: - Reallowance:$0.10
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
Merrill Lynch & Co.Lead Manager (212) 449-4600
BT Alex BrownCo-manager (410) 727-1700
CS First BostonCo-manager (212) 325-2000
Goldman, Sachs & Co.Co-manager (212) 902-5959

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Fried, Frank, Harris, Shriver & Jacobson
Bank's Law Firm: Debevoise & Plimpton
Auditor: KPMG Accountants N.V.
Registrar/Transfer Agent: BankBoston

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
12/31/96 6/30/97 6/30/96 6/30/97
Revenue:$889.57$436.85$417.81Assets:$787.13
Net Income:$5.33$10.95-$36.29Curr Assets:
EPS:Liabilities:$818.27
Prior EPS:Curr Liabilities:
Cash Flow/Oper:Equity:-$31.13
Cash Flow/Fin:Cash:
Cash Flow/Inv:Working Cap:$75.81

Business Description
The company is a leading global supplier of precision instruments. The company is the world's largest manufacturer and marketer of weighing instruments for use in laboratory, industrial and food retailing applications. In addition, the company holds on of the tope three market positions in several related analytical instruments such as titrators, thermal analysis systems, pH meters, automatic lab reactors and electrodes. Through its recent acquisitions of Safeline Limited, the company is also the world's largest manufacturer and marketer of metal detection systems for companies that produce and package goods in the food processing, pharmaceutical, cosmetics, chemicals and other industries. The company focuses on high value-added segments of its markets by providing innovative instruments, by integrating these instruments into application-specific solutions for customers, and by facilitating the processing of data gathered by its instruments and the transfer of this data to customers' management information systems. The company services a worldwide customer base through its own sales and services organization and has a global manufacturing presence in Europe, the United States and Asia.

Business Plan
Key elements of the company's growth strategy are: (I) New Product Introductions, (ii) Capitalize on Market Opportunities, (iii) Further Expansion in Emerging Markets, (iv) Pursue Selected Acquisition Opportunities and (v) Reengineering and Cost Reductions.

Use of Proceeds
The proceeds from the proposed offering will be used to repurchase Notes outstanding and pay related premiums and fees and expenses.

Executive Officers and Directors
Officer NameTitleAge
Philip CaldwellChairman of the Board of Directors77
Peter BurkerHead, Human Resources51
John D. RobechekHead, Industrial and Retail (Americas)49
Lukas BraunschweilerHead, Industrial and Retail (Europe)41
Karl M. LangHead, Laboratory Division50
Thomas RubbeHead, Logistics and Information Systems43
Robert F. SpoerryPresident, Chief Executive Officer and Director42
William P. DonnellyVice President, Chief Financial Officer, Treasurer and Assistant Secretary36

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