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Steven Myers & Associates, Inc.
4695 MacArthur Court, Eighth Floor, Newport Beach, CA 92660 * (714) 975-1550

The company is the largest proposal management company in the U.S. The company's superior proposal management processes and team of approximately 150 highly experienced professionals help its clients to achieve high probability of winning contracts.

Primary Underwriting Group
ManagerTierPhone
Donaldson, Lufkin & Jenrette Securities Corp.Lead Manager (212) 371-0641
Lehman Brothers IncorporatedCo-manager (212) 526-8100

Offering Information
NASNTL:WINS Service: SIC 8742
Type of Shares:Common Shares Filing Date:11/21/97
U.S. Shares:3,150,000 Offer Date:1/28/98
Non-U.S. Shares:0 Filing Range:$12.00 - $14.00
Primary Shares:2,100,000 Offer Price:$12.00
Secondary Shares:1,050,000 Gross Spread:$0.84
Offering Amount: $40,950,000 Selling:$0.50
Expenses:$0 Reallowance:$0.10
Post-IPO Shares: -
Employees:160

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Rutan & Tucker
Bank's Law Firm: Milbank, Tweed, Hadley & McCloy
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
Unaudited
Income
Balance
Sheet
12/31/96 9/30/97 9/30/96 9/30/97
Revenue:$25.70$26.64$19.46Assets:$7.92
Net Income:$1.83$3.51$1.64Curr Assets:$7.38
EPS:Liabilities:$12.80
Prior EPS:$6.46$1.90Curr Liab:$8.49
Cash Flow/Oper:$2.38-$7.04$5.27Equity:-$4.87
Cash Flow/Fin:$5.80-$0.86-$5.89Cash:$0.48
Cash Flow/Inv:-$6.52Working Cap:-$1.12

Competition
The market for proposal management services in the procurement of government and commercial contracts for aerospace and defense is a niche market with a number of competitors. The Company is the largest provider of such services and principally competes with numerous smaller proposal management companies in this highly specialized industry. The Company also competes with some of its clients' internal proposal development resources. The Company has recently entered and seeks to achieve significant growth in the contract support services market. The market for services in the contract support industry is competitive, highly fragmented and subject to rapid change. Such competition is likely to increase in the future. Many of the Company's competitors have greater personnel, financial, technical and marketing resources than the Company. Such competitors include many larger management consulting firms such as McKinsey & Company, Booz Allen & Hamilton, and Bain & Company, as well as the consulting arms of major accounting firms. The Company also competes with its clients' in-house resources. This source of competition may increase as consolidation of the aerospace and defense industry creates larger organizations. Although the Company believes that it has the ability to further penetrate the contract support services market, there can be no assurance that the Company will be successful in such efforts. In addition, significant further expense for sales and marketing may be required to promote a major expansion of the Company's services in such area. If the Company is unsuccessful in its efforts to penetrate further the market for such services, or if its current 88.8% win rate in the proposal management business drops significantly, the Company's growth prospects could be materially and adversely affected.

Business Plan
The Company's objectives are to: (i) win and perform for its clients by continuing to provide the highest level of service and expertise, (ii) provide an attractive work environment and career path for employees, and (iii) enhance shareholder value. The key elements in the Company's strategy to achieve these objectives are to: (I) Capitalize on Industry Trends to Expand Core Proposal Management, (ii) Increase Number and Scope of the company's PDCs, (iii) Leverage Existing Relationships to Obtain Support Services, (iv) Pursue Opportunities in the Growing Market for Large Commercial Programs and (v) Pursue Strategic Acquisitions.

Use of Proceeds
The proceeds from the proposed offering will be used for repayment of existing indebtedness and general corporate purposes, which may include strategic acquisitions.

Principal and Selling Shareholders
Name of Shareholder% Owned
Before
% Owned
After
Steven S. Myers and Paula K. Myers69.20%
J. Christopher Lewis13.10%
Kenneth W. Colbaugh and Robin E. Colbaugh8.60%
Note: Represents ownership of 5% or more prior to the offering.
Executive Officers and Directors
Officer NameTitleAge
Kenneth W. ColbaughExecutive Vice President, Chief Operating Officer and Director44
Steven S. MyersPresident, Chief Executive Officer and Chairman of the Board, Director51
James R. MellorProposed Director67
Thomas F. HeinsheimerSenior Vice President, Chief Scientist58
James F. MadewellVice President, Business Development64
Ronald A. HunnVice President, Chief Financial Officer and Secretary49
Ajaykumar K. PatelVice President, Operations37

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