IPO Company Profile
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UniCapital Corporation
1111 Kane Concourse, Suite 301, Bay Harbor Island, FL 33154 * (305) 861-0603

The company was founded in October 1997 to create a national consolidator and operator of equipment leasing and specialty finance businesses serving the commercial market.

Primary Underwriting Group
ManagerTierPhone
Morgan Stanley Dean Witter Discover & Co.Lead Manager (212) 761-5900
Nationsbanc Montgomery Securities, Inc.Co-manager (415) 627-2100
Salomon Smith BarneyCo-manager (212) 723-7300

Offering Information
NYSE:UCP Financial: SIC 6159
Type of Shares:Common Shares Filing Date:2/20/98
U.S. Shares:28,000,000 Offer Date:5/14/98
Non-U.S. Shares:0 Filing Range:$18.00 - $20.00
Primary Shares:28,000,000 Offer Price:$19.00
Secondary Shares:0 Gross Spread:$1.14
Offering Amount: $532,000,000 Selling:$0.70
Expenses:$0 Reallowance:$0.10
Post-IPO Shares:48,100,000
Employees:339

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Morgan, Lewis & Bockius
Bank's Law Firm: Davis, Polk & Wardwell
Registrar/Transfer Agent: American Stock Transfer & Trust Co
Auditor: Price Waterhouse

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Audited
Income
Balance
Sheet
12/31/97 12/31/97
Revenue:$238.45Assets:$1,113.93
Net Income:$22.92Curr Assets:
EPS:Liabilities:$884.90
Prior EPS:Curr Liab:
Cash Flow/Oper:Equity:$229.04
Cash Flow/Fin:Cash:$18.65
Cash Flow/Inv:

Competition
The business of financing equipment is highly competitive. The Company competes for customers with a number of national, regional and local equipment leasing and finance companies. In addition, the Company's competitors include those equipment manufacturers that finance the sale or lease of their products themselves and other traditional types of financial services companies, such as commercial banks and savings and loan associations, all of which provide financing for the purchase of equipment. Many of the Company's competitors and potential competitors possess substantially greater financial, marketing and operational resources than the Company. The Company's competitors and potential competitors include larger, more established companies which may have a lower cost of funds than the Company and access to capital markets and to other funding sources which may be unavailable to the Company.

Business Plan
The Company's goal is to become a leading consolidator and operator of equipment leasing and specialty finance businesses. Key elements of the Company's strategy include: (I) Pursue Strategic Acquisitions, (ii) Provide Greater Access To Capital At Lower Cost, (iii) Achieve Operating Efficiencies, (iv) Expand Products and Service Opportunities and (iv) Operate with Decentralized Management.

Use of Proceeds
The proceeds from the proposed offering will be used to pay the cash portion of the purchase price for the founding companies, to repay indebtedness in the Merrimac assumed by Unicapital in the Merrimac Merger and indebtedness of Jacom incurred to fund an S Corporation distribution to the stockholder of Jacom immediately prior to the Jacom Merger and for general corporate purposes including possible acquisitions.

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