IPO Company Profile
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Knight/Trimark Group Inc.
525 Washington Boulevard, Jersey City, NJ 07310 * (201) 222-9400

The company is a market maker in NASDAQ securities, other over-the-counter equity securities and equity securities listed on the New York Stock Exchange and the American Stock Exchange in the Third Market.

Primary Underwriting Group
ManagerTierPhone
BancAmerica Robertson StephensLead Manager (415) 989-8500
ABN AMRO BankCo-manager
Merrill Lynch & Co.Co-manager (212) 449-4600
PaineWebber IncorporatedCo-manager (212) 713-2626
Southwest Securities, Inc.Co-manager (214) 658-9495

Offering Information
NASNTL:NITE Financial: SIC 6211
Type of Shares:Class A Common Shares Filing Date:5/1/98
U.S. Shares:10,000,000 Offer Date:7/7/98
Non-U.S. Shares:0 Filing Range:$14.00 - $16.00
Primary Shares:8,688,246 Offer Price:$14.50
Secondary Shares:1,311,754 Gross Spread:$0.94
Offering Amount: $150,000,000 Selling:$0.54
Expenses:$1,500,000 Reallowance:$0.10
Post-IPO Shares:51,419,827
Employees:337

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Skadden, Arps, Slate, Meagher & Flom
Bank's Law Firm: Brobeck, Phleger & Harrison
Auditor: Price Waterhouse

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
3 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Audited
Income
Balance
Sheet
12/31/97 3/31/98 3/31/97 3/31/98
Revenue:$226.67$63.53$50.98Assets:$171.07
Net Income:$28.54$8.43$5.94Curr Assets:
EPS:$0.67$0.20Liabilities:$74.83
Prior EPS:Curr Liab:
Cash Flow/Oper:$37.07$2.51$8.32Equity:$96.24
Cash Flow/Fin:-$33.17-$8.48-$5.05Cash:$5.43
Cash Flow/Inv:-$5.45-$2.40

Competition
A number of the Company's competitors have significantly greater financial, technical, marketing and other resources than the Company. Some of the Company's competitors also offer a wider range of services and products than the Company and have greater name recognition and more extensive customer bases than the Company. These competitors may be able to respond more quickly to new or evolving opportunities, technologies and customer requirements than the Company and may be able to undertake more extensive promotional activities and offer more attractive terms to customers. Recent advancements in computing and communications technology are substantially changing the means by which market-making services are delivered, including more direct access on-line to a wide variety of services and information, and have also created demand for more sophisticated levels of customer service. The provision of such services may entail considerable cost without an offsetting increase in revenues. Moreover, current and potential competitors have established or may establish cooperative relationships among themselves or with third parties or may consolidate to enhance their services and products. New competitors or alliances among competitors may emerge and they may acquire significant market share.

Business Plan
The Company's goal is to maintain and enhance its leadership position in the market-making industry through the following key strategies: (I) Continue to Invest in Leading Technologies, (ii) Aggressively Capture New Order Flow, (iii) Significantly Expand Institutional Market Share, (iv) Invest in and Develop the Best Human Capital, (v) Develop New Services and (vi) Leverage Cross-Selling Opportunities.

Use of Proceeds
The proceeds from the proposed offering will be used for the redemption of all outstanding shares of preferred B units, for working capital and for general corporate purposes.

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