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United Panam Financial Corp.
1300 South El Camino Real, San MAteo, CA 94402 * (650) 345-1800

The company is a diversified specialty finance company engaged primarily in originating and acquiring for investment or sale residential mortgage loans, automobile insurance premium finance contracts and retail automobile installment sales contracts.

Primary Underwriting Group
ManagerTierPhone
Nationsbanc Montgomery Securities, Inc.Lead Manager (415) 627-2100
Piper Jaffray IncorporatedCo-manager (612) 342-6220

Offering Information
NASNTL:UPFC Financial: SIC 6162
Type of Shares:Common Shares Filing Date:11/12/97
U.S. Shares:5,500,000 Offer Date:4/23/98
Non-U.S. Shares:0 Filing Range:$9.50 - $11.50
Primary Shares:5,500,000 Offer Price:$11.00
Secondary Shares:0 Gross Spread:$0.77
Offering Amount: $57,750,000 Selling:$0.43
Expenses:$750,000 Reallowance:$0.10
Post-IPO Shares: -
Employees:376

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Manatt, Phelps and Phillips
Bank's Law Firm: Gibson, Dunn & Crutcher
Registrar/Transfer Agent: U. S. Stock Transfer Corporation
Auditor: KPMG Peat Marwick

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Audited
Income
Balance
Sheet
12/31/96 9/30/97 9/30/96 9/30/97
Revenue:$19.34$34.10$13.28Assets:$283.26
Net Income:$0.95$3.59$0.93Curr Assets:
EPS:$0.09$0.32$0.09Liabilities:$272.91
Prior EPS:$0.04Curr Liab:
Cash Flow/Oper:-$15.40-$48.97-$11.54Equity:$10.36
Cash Flow/Fin:$21.14$84.66$10.06Cash:$23.79
Cash Flow/Inv:-$3.25-$15.97

Competition
Each of the Company's businesses is highly competitive. Competition in the Company's markets can take many forms, including convenience in obtaining a loan, customer service, marketing and distribution channels, amount and terms of the loan, loan origination fees and interest rates. Many of the Company's competitors are substantially larger and have considerably greater financial, technical and marketing resources than the Company. The Company's competitors in subprime mortgage finance include other consumer finance companies, mortgage banking companies, commercial banks, credit unions, savings associations and insurance companies. The Company competes in the insurance premium finance business with other specialty finance companies, independent insurance agents who offer premium finance services, captive premium finance affiliates of insurance companies and direct bill plans established by insurance companies. The Company competes in the subprime automobile finance industry with commercial banks, the captive finance affiliates of automobile manufacturers, savings associations and companies specializing in subprime automobile finance, many of which have established relationships with automobile dealerships and may offer dealerships or their customers other forms of financing, including dealer floor plan financing and lending, which are not offered by the Company. In attracting deposits, the Bank competes primarily with other savings institutions, commercial banks, brokerage firms, mutual funds, credit unions and other types of investment companies. The profitability of the Company's lending activities and the low barriers to entry could attract additional competitors. Certain large, national finance companies and mortgage originators have announced their intention to adapt their mortgage loan origination programs and allocate resources to the origination of subprime loans. The Company and its competitors may also face increasing competition from government-sponsored entities, such as the Federal National Mortgage Association ("FNMA") and the Federal Home Loan Mortgage Corporation ("FHLMC"). FHLMC currently purchases what it terms "Alternative-A" mortgage loans and has announced its intention to purchase what it terms "A-" mortgage loans by the end of 1997. In addition, FHLMC has expressed its intention to purchase so-called "B" and "C" mortgage loans in the future. FHLMC also has purchased securities backed by subprime mortgage loans and has re-securitized them for resale. Additional competition may lower the rates the Company can charge borrowers, reduce the volume of the Company's loan originations and increase demand for the Company's key employees and the potential that such employees will leave the Company for its competitors. Fluctuations in interest rates and general and localized economic conditions also may affect the competition the Company faces. Competitors with lower costs of capital have a competitive advantage over the Company. During periods of declining interest rates, competitors may solicit the Company's customers to refinance their loans. In addition, during periods of economic slowdown or recession, the Company's borrowers may face financial difficulties and be more receptive to offers of the Company's competitors to refinance their loans. As the Company expands into new geographic markets, it will face additional competition from lenders already established in these markets. There can be no assurance that the Company will be able to compete successfully with these lenders.

Business Plan
The Company intends to capitalize on its competitive strengths by expanding its core businesses and entering other specialty finance businesses which provide the opportunity for attractive risk- adjusted returns.

Use of Proceeds
The proceeds from the proposed offering will be used to repay certain indebtedness to existing stockholders and for general corporate purposes including financing the growth of the company's existing businesses, with particular emphasis on the expansion of UPAM and the development or acquisition of other specialty finance businesses.

Principal and Selling Shareholders
Name of Shareholder% Owned
Before
% Owned
After
Pan American Financial, L.P.0.79
BVG West Corp.0.13
Note: Represents ownership of 5% or more prior to the offering.
Executive Officers and Directors
Officer NameTitleAge
Guillermo BronChairman of the Board and a director of the Company and the Bank46
John T. FrenchDirector of the Company and Chairman of the Board, President and Chief Executive Officer of United PanAm Mortgage Corp.66
Ray C. ThousandPresident and Chief Executive Officer of Unite dAuto Credit Corporation40
Lawrence J. GrillPresident, Chief Executive Officer, Secretary and a director of the Company and the Bank61
Carol M. BucciSenior Vice President, Treasurer and Chief Financial Officer and Director40
Stephen W. HaleySenior vice President--Compliance and Risk Management44

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