IPO Company Profile
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LandCARE USA, Inc.
Three Riverway, Suite 630, Houston, TX 77056 * (800) 492-1101

The company was founded in 1997 to become a leading national provider of comprehensive landscape and tree services to the commercial and institutional markets.

Primary Underwriting Group
ManagerTierPhone
BT Alex BrownLead Manager (410) 727-1700
Nationsbanc Montgomery Securities, Inc.Co-manager (415) 627-2100
Sanders Morris Mundy Inc.Co-manager (713) 250-4281

Offering Information
NYSE:GRW Agricultural: SIC 0782
Type of Shares:Common Shares Filing Date:3/18/98
U.S. Shares:5,000,000 Offer Date:6/3/98
Non-U.S. Shares:0 Filing Range:$9.00 - $11.00
Primary Shares:5,000,000 Offer Price:$8.00
Secondary Shares:0 Gross Spread:$0.56
Offering Amount: $50,000,000 Selling:$0.30
Expenses:$4,000,000 Reallowance:$0.10
Post-IPO Shares:12,722,043
Employees:2400

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Bracewell & Patterson
Bank's Law Firm: Piper & Marbury
Registrar/Transfer Agent: American Stock Transfer & Trust Co
Auditor: Arthur Andersen

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/97 12/31/97
Revenue:$118.80Assets:$103.33
Net Income:$5.85Curr Assets:$26.53
EPS:$0.48Liabilities:$58.96
Prior EPS:Curr Liab:$48.95
Cash Flow/Oper:Equity:$44.37
Cash Flow/Fin:Cash:$3.83
Cash Flow/Inv:Working Cap:-$22.41

Competition
The landscape and tree services industry is highly competitive. The Company believes that the principal competitive factors in the commercial and institutional segment are (i) customer relationships; (ii) price; (iii) quality, timeliness and reliability of services provided; and (iv) geographic scope of operations. Most of the Company's landscape services competitors are small, owner-operated companies operating in a limited geographic area. However, there are a few large, private landscape service companies which operate in multiple markets and have periodically acquired some small landscape companies. TruGreen-ChemLawn, a division of ServiceMaster, recently acquired several commercial landscape services companies, although it continues to focus primarily on residential lawn spraying.

Business Plan
The Company believes that there are significant opportunities to increase the profitability of the Founding Companies and any subsequently acquired businesses. The key elements of the Company's operating strategy are: (I) FOCUS ON COMMERCIAL AND INSTITUTIONAL MARKETS, (ii) OPERATE ON DECENTRALIZED BASIS, (iii) ACHIEVE OPERATING EFFICIENCIES and (iv) ATTRACT AND RETAIN QUALITY LABOR AND SUPERVISORY PERSONNEL.

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 expenses incurred in connection with the organization of LandCARE and the offering, to repay the existing debt of the Founding Companies and for working capital and for future acquisitions.

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