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Headlands Mortgage Company
1100 Larkspur Landing Circle, Suite 101, Larkspur, CA 94939 * (415) 461-6790

The company is a specialty mortgage banking company in the business of originating, selling, securitizing and servicing mortgage loans secured by one-to-four family residences.

Primary Underwriting Group
ManagerTierPhone
Nationsbanc Montgomery Securities, Inc.Lead Manager (415) 627-2100
BT Alex BrownCo-manager (410) 727-1700
UBS Securities Inc.Co-manager (212) 821-4510

Offering Information
NASNTL:HDLD Financial: SIC 6162
Type of Shares:Common Shares Filing Date:10/20/97
U.S. Shares:8,000,000 Offer Date:2/4/98
Non-U.S. Shares:0 Filing Range:$14.00 - $16.00
Primary Shares:4,500,000 Offer Price:$12.00
Secondary Shares:3,500,000 Gross Spread:$0.84
Offering Amount: $120,000,000 Selling:$0.48
Expenses:$800,000 Reallowance:$0.10
Post-IPO Shares:18,500,000
Employees:558

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Tobin & Tobin
Bank's Law Firm: O'Melveny & Meyers
Registrar/Transfer Agent: Bank of New York
Auditor: KPMG Peat Marwick

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
Audited
Income
Balance
Sheet
12/31/96 6/30/97 6/30/96 6/30/97
Revenue:$59.26$31.41$29.20Assets:$436.42
Net Income:$10.61$10.45$6.51Curr Assets:
EPS:$0.74$0.73Liabilities:$389.93
Prior EPS:Curr Liab:
Cash Flow/Oper:-$147.04-$122.31-$37.26Equity:$46.49
Cash Flow/Fin:$120.39$125.71$8.75Cash:$1.32
Cash Flow/Inv:$0.46-$4.78

Use of Proceeds
The proceeds from the proposed offering will be used to pay a shareholder's distribution, to pay the full amount due to stockholders to a Note, to support increased mortgage loan origination capacity, to support securitizations and for general corporate purposes.

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