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Biotech / Medical : Catalyst Pharmaceutical Partners
CPRX 21.12+0.7%11:13 AM EDT

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To: SteveR who wrote (74)11/26/1997 2:58:00 PM
From: SirAlexx  Read Replies (1) of 116
 
more;

The following risks are associated with the ownership of Common Stock in the Company.

/bullet/ The growth of the Company's business may require additional investment
to finance its operations and development. These activities may be
financed in whole or in part directly by the Company or its existing or
future subsidiaries, through debt or equity financings, or other
arrangements. Failure to obtain any required additional financing could
adversely affect the growth of the Company.

/bullet/ The pharmacy management business is highly competitive. Many actual and
potential competitors have greater financial, marketing and other
resources than the Company. No assurance can be given that the Company
will compete successfully.

THE EXCHANGE OFFER

Securities to be Exchanged The Exchange Offer is an offer to
exchange up to an aggregate of 662,341
shares of Common Stock in exchange for
Minority Interests in the Subsidiary, in
which the Company owns approximately 92%
of the outstanding equity interests. See
"Exchange Offer - Securities to be
Exchanged."

Terms of the Exchange Offer 3.898373 shares of Common Stock will be
issued for each one share of Subsidiary
Common Stock tendered for exchange. No
fractional shares will be issued. Any
fractional shares will be rounded
(upward) to the nearest whole share. See
"Exchange Offer - Terms of the Exchange
Offer." Neither holders of equity
interests in the Company nor the
Subsidiary are required to vote in
connection with the Exchange Offer.
Because each Minority Holder's
participation in the Exchange Offer is
voluntary, Minority Holders will not be
entitled to exercise any dissenter's or
appraisal rights in connection with the
Exchange Offer.

Purpose and Background of the The Company anticipates achieving
Exchange Offer certain benefits from the simplification
of its corporate structure, such as (i)
enabling the Company to more clearly
present its operations to prospective
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