Hunter Group, Inc., The
Proposed Ticker:HNTR 100 East Pratt Street, Suite 1600
Exchange:NASDAQ-National Market Baltimore, MD 21202
Industry:Service (SIC Code 7389) (410) 576-1515

Filing Information
Type of Shares:Common Shares Filing Date:10/2/97
U.S. Shares Filed:4,100,000 Filing Range:$10.00 - $12.00
Non-U.S. Shares Filed:0 Offering Amount: $45,100,000
Primary Shares:2,300,000 Expenses: -
Secondary Shares:1,800,000 Shares Out After:10,100,000

Primary Underwriting Group
ManagerTierPhone
Nationsbanc Montgomery Securities, Inc.Lead Manager (415) 627-2100
BancAmerica Robertson StephensCo-manager (415) 989-8500
J.P. Morgan Securities Inc.Co-manager (212) 648-0517

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Piper & Marbury
Bank's Law Firm: Cadwalader, Wickersham & Taft
Auditor: Coopers & Lybrand
Registrar/Transfer Agent: American Stock Transfer & Trust Co

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:$39.22$26.93$14.65Assets:$17.29
Net Income:$0.44-$0.81-$1.74Curr Assets:$15.85
EPS:$0.05-$0.10-$0.22Liabilities:$16.85
Prior EPS:-$0.05$0.61-$2.05Curr Liabilities:$16.64
Cash Flow/Oper:-$1.34$0.06$2.04Equity:$0.44
Cash Flow/Fin:$1.85-$0.33-$0.11Cash:$0.53
Cash Flow/Inv:-$0.39-$0.33Working Cap:-$0.79

Business Description
The company provides management consulting, systems implementation and education services to organizations seeking to deploy enterprise software applications, including enterprise resource planning software applications. The Company's core expertise is in providing implementation services for the human resources, financial and distribution software applications developed by PeopleSoft Inc. ("PeopleSoft") and other third-party ERP software vendors. The Company has provided implementation services for PeopleSoft's human resources applications since 1989 and for its financial and distribution applications since 1993. The Company's expanded management consulting practice and its new education services practice, together with its core ERP implementation services practice, provide a comprehensive Concept-to-Completion-TM- solution. The Company recently formed relationships with J.D. Edwards & Company ("J.D. Edwards") and Lawson Software ("Lawson"), two rapidly growing ERP software application vendors, to provide the Concept-to-Completion-TM- suite of services for their software applications.

Competition
The Company's service areas are highly competitive and subject to rapid change. Principal competitors of the Company include the consulting practices of the Big Six, and professional services groups of many large technology and management consulting companies that may have significantly greater financial, technical and marketing resources and greater name recognition than the Company. The Company also competes with smaller service providers whose specific, more narrowly focused service offerings may be more attractive to potential clients than the Company's multidimensional approach. In addition, several software vendors, including PeopleSoft, have developed and may expand their own consulting, training and implementation capabilities. Furthermore, clients may elect to use their internal resources instead of utilizing the Company's services. There can be no assurance that the Company will compete successfully with potential clients' internal resources or with existing or new competitors. The Company believes that the principal competitive factors in its industry are quality of service, breadth of service offerings, reputation, ability to provide measurable results, lower overall cost of projects, and having a large, referenceable client base. The Company believes it competes effectively with respect to each of these factors.

Business Plan
The Company's objective is to become a leading provider of information management solutions in the enterprise application marketplace. The Company's strategy includes the following key elements: (I) Leverage Existing Client Base, (ii) Expand Application Expertise and Vertical Market Focus, (iii) Leverage and Develop Strategic Relationships, (iv) Enhance Middle Market Focus, (v) Maintain Emphasis on Recruiting and Retaining Skilled Professionals, (vi) Continue to Expand Global Presence and (vii) Pursue Strategic Acquisitions.

Use of Proceeds
The proceeds from the proposed offering will be used for repayment of the company's outstanding borrowings under its revolving credit facility and working capital and general corporate purposes including expansion into new business lines and acquisitions of complementary businesses.

Principal and Selling Shareholders
Name of Shareholder% Owned
Before
% Owned
After
Terry L. Hunter100.00%59.40%
Note: Represents ownership of 5% or more prior to the offering.
Executive Officers and Directors
Officer NameTitleAge
Bradford S. EverettExecutive Vice President--North American Operations and Director47
Terry L. HunterPresident, Chief Executive Officer and Director50
Loren D. BurnettSenior Vice President, Chief Financial Officer, Treasurer and Director40
Thomas W. WhartenbySenior Vice President--Alliances and Marketing and Director51
David P. AndrosSenior Vice President--Business Strategies and Solutions54
Judy I. DunningtonSenior Vice President--Corporate Systems51
Mary T. WeaverSenior Vice President--Education Service, Secretary and Director44
Richard WheelerSenior Vice President--International Operations44

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