RENAISSANCE SOLUTIONS INC, 424B4, 1996-05-15

RENAISSANCE SOLUTIONS INC
424B4, 1996-05-15
MANAGEMENT SERVICES

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<PAGE>

Filed Pursuant to Rule 424(b)(4)
Registration No. 333-3054

PROSPECTUS

1,347,500 SHARES

[RENAISSAINCE RENAISSANCE SOLUTIONS, INC.
LOGO APPEARS
HERE] COMMON STOCK

Of the 1,347,500 shares of Common Stock offered hereby, 700,000 shares are
being sold by the Company and 647,500 shares are being sold by the Selling
Stockholders. The Company will not receive any of the proceeds from the sale
of shares by the Selling Stockholders. See "Principal and Selling
Stockholders."

The Company's Common Stock is quoted on the Nasdaq National Market under the
symbol RENS. On May 13, 1996 the last reported sale price for the Common Stock
was $35.00 per share. See "Price Range of Common Stock."

------------

THE SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS" ON
PAGE 5.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO PROCEEDS TO SELLING
PUBLIC DISCOUNT (1) COMPANY (2) STOCKHOLDERS (2)
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share... $33.50 $1.92 $31.58 $31.58
- ------------------------------------------------------------------------------
Total (3)... $45,141,250 $2,587,200 $22,106,000 $20,448,050
</TABLE>
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(1) See "Underwriting" for indemnification arrangements with the several
Underwriters.
(2) Before deducting expenses associated with this offering estimated at
$400,000, approximately $210,000 of which will be payable by the Company
and approximately $190,000 of which will be payable by the Selling
Stockholders.
(3) The Company has granted to the Underwriters a 30-day option to purchase up
to 202,125 additional shares of Common Stock solely to cover over-
allotments, if any. If all such shares are purchased, the total Price to
Public, Underwriting Discount, Proceeds to Company and Proceeds to Selling
Stockholders will be $51,912,437, $2,975,280, $28,489,107 and $20,448,050,
respectively. See "Underwriting."

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The shares of Common Stock are offered by the several Underwriters subject
to prior sale, receipt and acceptance by them and subject to the right of the
Underwriters to reject any order in whole or in part and certain other
conditions. It is expected that certificates for such shares will be available
for delivery on or about May 17, 1996, at the office of the agent of Hambrecht
& Quist LLC in New York, New York.

HAMBRECHT & QUIST
COWEN & COMPANY
ROBERTSON, STEPHENS & COMPANY

May 14, 1996
<PAGE>

[Graphic entitled "Renaissance Solutions, Inc. Translating Strategy into
Technology to Meet Business Objectives." Contains flow chart depicting "Balanced
Scorecard," "Performance Models," "Desktop Applications" and "Strategic Feedback
System."]

----------------

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
OF THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

----------------

IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS AND SELLING GROUP
MEMBERS (IF ANY) OR THEIR RESPECTIVE AFFILIATES MAY ENGAGE IN PASSIVE MARKET
MAKING TRANSACTIONS IN THE COMMON STOCK ON THE NASDAQ NATIONAL MARKET IN
ACCORDANCE WITH RULE 10B-6A UNDER THE SECURITIES EXCHANGE ACT OF 1934. SEE
"UNDERWRITING."
<PAGE>

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and the Consolidated Financial Statements, including the Notes
thereto, appearing elsewhere in this Prospectus. Unless otherwise indicated,
all information contained in this Prospectus (i) gives effect to completion on
April 3, 1995 of the Reorganization described elsewhere in this Prospectus
under "The Company," and (ii) assumes no exercise of the Underwriters' over-
allotment option.

THE COMPANY

Renaissance Solutions, Inc. ("Renaissance" or the "Company") provides
management consulting and client/server systems integration services, primarily
for large corporations. The Company's offerings fall into two categories,
strategic services and performance innovation services. Strategic services
consist primarily of management consulting services using the "Balanced
Scorecard" concept described in three Harvard Business Review articles co-
authored by one of the Company's founders and the design, development and
implementation of software-based executive information systems. The Company's
strategic services are designed to assist senior executives in strategy
implementation. The Company's performance innovation services include the
design, development and implementation of desktop applications using
client/server architecture to support decision-making, coordination,
information sharing and skill development by knowledge workers. These
applications are designed for key business processes, including market and
product development, sales, order fulfillment and customer service. The Company
believes that by bridging management consulting and systems integration
capabilities it can help its customers effectively use technology to satisfy
their strategic objectives.

The Company markets its services directly and through a Teaming Agreement
with Gemini Consulting, Inc. ("Gemini"). Under the Teaming Agreement,
Renaissance and Gemini market and perform certain service offerings on a
collaborative basis. Gemini has committed, subject to certain conditions, to
provide the Company with minimum bookings of $15,000,000 in each of the twelve
month periods ending October 31, 1995 and 1996, $24,000,000 in the twelve
months ending October 31, 1997, and $25,000,000 in each of the twelve month
periods ending October 31, 1998 and 1999.

Renaissance markets and delivers its services through offices in Boston,
Chicago, New York and London. Renaissance customers include AT&T, CIGNA, The
Limited, Mercantile & General and Mobil.

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered by the Company..... 700,000 shares
Common Stock offered by the Selling
Stockholders........................... 647,500 shares
Common Stock to be outstanding after the
offering............................... 6,745,672 shares (1)
Use of proceeds......................... Working capital and other general
corporate purposes, including possible
acquisitions
Nasdaq National Market symbol........... RENS
</TABLE>
- --------------------
(1) Based on the number of shares outstanding as of March 29, 1996, after
giving effect to the exercise by certain Selling Stockholders of options to
purchase a total of 37,500 shares of Common Stock to be sold by such
Selling Stockholders in this offering. Excludes (i) 1,004,218 shares of
Common Stock (including options to purchase 37,500 shares of Common Stock
which will be exercised and sold in connection with this offering) issuable
upon the exercise of options outstanding as of March 29, 1996 at a weighted
average exercise price of $12.00 per share, (ii) 97,282 shares of Common
Stock reserved for future option grants and stock awards under the
Company's 1995 Equity Incentive Plan, (iii) 427,724 shares of Common Stock
reserved for future stock purchases under the Company's 1995 Employee Stock
Purchase Plan, (iv) 30,000 shares of Common Stock reserved for future
option grants under the Company's 1995 Director Stock Option Plan, (v)
313,600 shares of Common Stock issuable upon the exercise of a warrant held
by Gemini at an exercise price equal to $13.00 per share, and (vi) 320,000
shares of Common Stock issuable upon the exercise of a warrant held by
Gemini at an exercise price equal to $19.50 per share. See "Business--
Relationship with Gemini" and Notes 7 and 8 of Notes to Consolidated
Financial Statements.

3
<PAGE>

SUMMARY OF CONSOLIDATED FINANCIAL DATA
(in thousands, except per share data)

<TABLE>
<CAPTION>
YEARS ENDED
PERIOD FROM DECEMBER 31, THREE MONTHS ENDED
MARCH 23, 1992 ------------------------ -------------------
(INCEPTION) THROUGH MARCH 31, MARCH 29,
DECEMBER 31, 1992 1993 1994 1995 1995 1996
------------------- ------- ------- ------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Revenues............... $1,500 $ 2,540 $12,881 $22,601 $4,756 $7,795
Income (loss) from
operations............ 220 (1,698) 2,910 5,157 882 1,352
Net income (loss) (1).. 214 (1,741) 2,800 3,676 842 888
PRO FORMA DATA (2):
Pro forma net income
(loss)................ $ 127 $(1,654) $ 2,207 $ 3,340 $ 506 $ 888
Pro forma net income
per share............. $ .44 $ .56 $ .10 $ .14
Pro forma weighted
average number of
common shares
outstanding (3)....... 4,993 5,913 5,035 6,574
</TABLE>

<TABLE>
<CAPTION>
MARCH 29, 1996
----------------------
ACTUAL AS ADJUSTED(4)
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<S> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents............................... $ 5,651 $27,547
Working capital......................................... 17,404 39,300
Total assets............................................ 24,038 45,934
Short-term borrowings................................... 1,100 1,100
Current portion of long-term debt....................... -- --
Long-term debt (less current portion)................... -- --
Stockholders' equity.................................... 19,955 41,851
</TABLE>
- --------------------
(1) From its inception in 1992 to its Reorganization in April 1995, the Company
was either an S corporation or a limited partnership and accordingly was
not subject to federal and state income taxes. See "The Company" and
"Dividend Policy."
(2) The pro forma data have been computed as if the Company were subject to
federal and all applicable state corporate income taxes from its inception
in 1992 to its Reorganization in April 1995, based on the statutory tax
rates and the tax laws then in effect. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and Notes 2 and
9 of Notes to Consolidated Financial Statements.
(3) Based on the weighted average number of common shares and common share
equivalents. See Notes 1 and 2 of Notes to Consolidated Financial
Statements.
(4) Adjusted to give effect to the sale of 700,000 shares of Common Stock
offered by the Company hereby (after deduction of the underwriting discount
and estimated offering expenses payable by the Company). See "Use of
Proceeds."

This Prospectus contains forward-looking statements which involve risks and
uncertainties. The Company's actual results may differ significantly from the
results discussed in the forward-looking statements. Factors that might cause
such a difference include, but are not limited to, those discussed in "Risk
Factors."

4
<PAGE>

RISK FACTORS

In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating an investment in the
Common Stock offered by this Prospectus.

Dependence on Gemini. The Company is a party to a Teaming Agreement (the
"Teaming Agreement") with Gemini pursuant to which the Company and Gemini have
agreed to market and perform certain service offerings on a collaborative
basis. The Company currently relies on Gemini for a significant portion of the
Company's marketing activities. Approximately 79% and 54% of the Company's
revenues in 1994 and 1995, respectively, resulted from its relationship with
Gemini; approximately 65% and 24%, respectively, of revenues were from
services billable to Gemini and approximately 14% and 30%, respectively, of
revenues were from services billable directly to third parties. As a result,
the Company's success is currently dependent in large part on the success of
Gemini's marketing efforts.

Gemini has committed to provide the Company with certain minimum bookings
during the term of the Teaming Agreement, subject to the satisfaction of
certain conditions. In the event that during any of the six month periods
during the term of the Teaming Agreement bookings obtained by Renaissance from
Gemini customers or customers of joint service offerings by Renaissance and
Gemini are less than specified minimum commitment levels, Gemini has agreed,
subject to the satisfaction of certain conditions, to retain the services of
Renaissance for a fee equal to the amount of the deficiency. Purchase orders
from Gemini providing for Renaissance to perform services over no more than a
twelve month period and containing certain other terms qualify as bookings
under the Teaming Agreement. If at the end of any twelve month period covered
by a purchase order from Gemini, a bookings deficiency still remains, Gemini
is required to make a compensating payment to Renaissance of 25% of the
remaining deficiency (50% with respect to any remaining deficiency relating to
the six month period ending April 30, 1996) in full satisfaction of the
bookings deficiency. Gemini's obligation to provide these bookings to the
Company will terminate in the event that any of Harry M. Lasker, David A.
Lubin or David P. Norton, the founders of the Company, ceases to be employed
by the Company on a full time basis during the term of the Teaming Agreement.
In such event, the parties have agreed to negotiate in good faith to establish
new commitments for the remainder of the term of the Teaming Agreement. In
addition, the amount of Gemini's bookings commitment is subject to adjustment
as a result of, among other things, any failure by Renaissance to make
available to Gemini such quantities of marketing and sales resources and such
number of staff for joint service offerings as may from time to time be
mutually agreed upon by the parties.

The Company monitors Gemini's progress in meeting its bookings commitments
through regular conference calls and meetings with Gemini representatives.
"Bookings" are generally defined for purposes of the Teaming Agreement as
gross fees (excluding expense reimbursements) committed to Renaissance as a
result of the relationship with Gemini during the applicable period, as
evidenced by a written agreement between the Company and the customer for the
delivery of goods or services within twelve months, plus any such fees
actually collected by the Company during such period which are not evidenced
by a written agreement. Gemini generally is treated as having satisfied its
bookings commitment regardless of whether revenues are recognized by
Renaissance with respect to a particular engagement. For example, under the
Teaming Agreement, 50% of the fees attributable to a cancelled contract count
towards Gemini's bookings commitment if such cancellation is not primarily
attributable to the actions or omissions of Gemini. In accordance with
industry practice, nearly all of the Company's contracts are terminable by
either the customer or the Company on short or no notice and without penalty.
In addition, Gemini does not guarantee the collectibility of any receivables
resulting from customer engagements under the Teaming Agreement.

The Teaming Agreement has a term of five years, commencing on November 1,
1994. The Teaming Agreement is subject to earlier termination upon the
occurrence of certain events, including a change in control of the Company (as
defined in the Teaming Agreement). In the event that the Teaming Agreement is
terminated by Gemini during the first four years following the commencement of
the Teaming Agreement as

5
<PAGE>

a result of the Company's breach or bankruptcy or as a result of a change in
control of the Company, Renaissance is required to pay a termination fee to
Gemini in the amount of $1,600,000. While the Company is currently building
its internal marketing force and seeking additional strategic alliances, the
termination of the Teaming Agreement would have a material adverse effect on
the Company's business and results of operations.

Under the Teaming Agreement, the Company has agreed to train Gemini in the
use of the Company's Balanced Scorecard, desktop application and certain other
methodologies during the first four years of the term of the Teaming Agreement
and to perpetually license these methodologies, to the extent developed during
the first four years of the term of the Teaming Agreement, to Gemini on a non-
exclusive basis. As a result, during the term of the Teaming Agreement Gemini
personnel may perform services in connection with joint service offerings
which might otherwise be performed by Company personnel. In addition,
following the termination of the Teaming Agreement, Gemini will be in a
position to compete with the Company using know-how and methodologies which
might otherwise be proprietary to the Company.

Pursuant to the Teaming Agreement, Renaissance has agreed not to work for or
enter into any comparable teaming agreement with certain specified competitors
of Gemini during the term of the Teaming Agreement and for a period of one
year thereafter. In addition, the Teaming Agreement imposes certain
restrictions on the ability of the Company to issue additional capital stock
and on the ability of the Company's principal stockholders to dispose of their
Common Stock prior to the first anniversary of the termination of the Teaming
Agreement. These provisions may have the effect of delaying or preventing
transactions involving a change in control of the Company, including
transactions in which stockholders might otherwise receive a premium for their
shares over then current market values.

The Company's ability to obtain the benefit of the bookings commitments
under the Teaming Agreement may be affected by Gemini's creditworthiness.
Under the terms of the Teaming Agreement, Gemini is not required to provide
the Company with information regarding Gemini's financial condition. The
Company has no reason to believe that Gemini will not in the future have the
resources necessary to satisfy its financial commitments under the Teaming
Agreement.

Pursuant to the terms of an amendment to the Teaming Agreement entered into
in February 1995, the Company sold to Gemini, at the closing of the Company's
initial public offering in April 1995, two warrants (the "Gemini Warrants") to
purchase up to 633,600 shares of Common Stock. In addition, Messrs. Lasker and
Lubin and Melissa E. Norton, the wife of David Norton, sold to Gemini at the
closing options to purchase up to an aggregate of 150,000 shares of Common
Stock held by them.

Under the Teaming Agreement, during the six month period commenced on May 1,
1995 and ended October 31, 1995, Gemini was obligated to provide the Company
with bookings (as defined in the Teaming Agreement) of $8.25 million. The
actual bookings for such period totalled approximately $1.9 million. Gemini
satisfied the approximately $6.3 million deficiency through a combination of
revenues generated from client work referred to Renaissance by Gemini, work
performed by Renaissance as a subcontractor for Gemini and work performed by
Renaissance directly for Gemini. A portion of the deficiency satisfied
directly by Gemini is payable in installments through September 1, 1996.
During the six month period commenced on November 1, 1995 and ended April 30,
1996, Gemini was obligated to provide the Company with bookings of $7.0
million. Renaissance estimates that bookings for the period totalled
approximately $1.4 million, which amount has not yet been reconciled with
Gemini. Gemini has issued to Renaissance a purchase order for the deficiency
without specifying the amount of the deficiency.

In April 1996 the parties amended the Teaming Agreement to address certain
concerns raised by Gemini relating to the sale of Common Stock in this
offering. Messrs. Lasker and Lubin and Melissa Norton, and trusts for the
benefit of the children of Messrs. Lasker and Lubin, who will sell 600,000
shares in the aggregate in this offering, have agreed not to sell further
shares of Common Stock on or before April 30, 1998 and not to sell more than
300,000 shares in the aggregate during the remainder of the term of the
Teaming Agreement. As part of the amendment, the Company agreed not to sell in
excess of 3,000,000 shares from the

6
<PAGE>

date of such amendment until the end of the term of the Teaming Agreement, not
including the shares sold by the Company in this offering and shares
previously authorized for issuance upon exercise of warrants, stock options
and employee stock plans as of the date of the amendment. Sales in excess of
the foregoing amounts shall constitute a change in control of the Company
under the Teaming Agreement, thereby allowing Gemini to terminate the Teaming
Agreement. This limitation on the ability of the Company to issue additional
shares of Common Stock might preclude the Company from being able to enter
into certain acquisition transactions or raise necessary additional equity
funds in the future.

See "Business--Relationship with Gemini" and "Certain Transactions."

Concentration of Revenues. The Company has in the past derived, and may in
the future derive, a significant portion of its revenues from a relatively
limited number of major projects. In 1994, 1995 and the first fiscal quarter
of 1996, revenues from services billable to Gemini accounted for approximately
65%, 24% and 35%, respectively, of the Company's total revenues. Revenues from
services billable to Gemini in 1994 include revenues from services provided to
CIGNA by the Company as a subcontractor on behalf of Gemini pursuant to the
Teaming Agreement. These revenues from services provided to CIGNA accounted
for approximately 45% of the Company's total revenues in 1994. In addition,
revenues from services billable to three divisions of AT&T and to Mobil
accounted for approximately 14% and 12%, respectively, of the Company's total
revenues in 1994 and revenues from services billable to three divisions of
AT&T and to CIGNA accounted for approximately 36% and 12%, respectively, of
the Company's total revenues in 1995. In the first fiscal quarter of 1996,
revenues from services billable to three operating companies of AT&T accounted
for approximately 39% of the Company's total revenues. The Company's revenues
and earnings can fluctuate from quarter to quarter based on the number of
customer engagements and the requirements of these engagements. In accordance
with industry practice, nearly all of the Company's contracts are terminable
by either the customer or the Company on short or no notice and without
penalty. An unanticipated termination of a major project could have a material
adverse effect on the Company's business and results of operations.

Variability of Quarterly Operating Results. Variations in the Company's
revenues and operating results occur from quarter to quarter as a result of a
number of factors. Quarterly revenues and operating results can depend on the
size of customer engagements during a quarter, the number of working days in a
quarter and employee utilization rates. The timing of revenues is difficult to
forecast because the Company's sales cycle is relatively long in the case of
new customers and may depend on factors such as the size and scope of
assignments and general economic conditions. Because a high percentage of the
Company's expenses are relatively fixed, a variation in the level of customer
assignments can cause significant variations in operating results from quarter
to quarter and could result in losses. The Company attempts to manage its
personnel utilization rates by closely monitoring project timetables and
staffing requirements for new projects. While the number of professional staff
may be adjusted to some degree to reflect active projects, the Company must
maintain a sufficient number of senior professionals to oversee existing
customer projects and participate in securing new customer engagements. In
addition, most of the Company's engagements are terminable without customer
penalty. An unanticipated termination of a major project could result in an
increase in underutilized employees and a decrease in revenues and profits or
the incurrence of losses.

Limited Operating History. The Company was organized in March 1992. Although
the Company has been profitable in each of its last nine quarters, and has
recorded net income of $2.8 million and $3.7 million (or $2.2 million and $3.3
million if the Company had been taxable as a C corporation for the entire
fiscal year) for the twelve months ended December 31, 1994 and 1995, the
Company recorded a net loss of $1.7 million (both on an actual basis and if
the Company had been taxable as a C corporation) for the twelve months ended
December 31, 1993. In 1994 and 1995, the Company experienced a significant
increase in customer assignments and substantial revenue growth and
profitability. Due to the Company's limited operating history, there can be no
assurance that the recent revenue growth and profitability will continue. In
order to support the growth of its business, the Company expanded its
operations during 1994 and 1995 and expects to continue such expansion. In
particular, in 1996 the Company plans to expand its professional staff through
the addition

7
<PAGE>

of personnel in the United States and Europe with consulting expertise in
selected industries and to expand geographically by adding one or more
additional offices in the United States. The planned increase in the Company's
operating expenses resulting from this expansion may adversely affect the
Company's operating results and profitability if revenues do not increase as
anticipated. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations."

Dependence on Principal Service Offerings; Need to Develop New
Offerings. The Company currently derives substantially all of its revenue from
two service offerings, consulting services based on its Balanced Scorecard
methodology and client/server systems integration services relating to the
design and development of desktop applications to support business processes.
Any factor adversely affecting the sales or profitability of these services
could have a material adverse effect on the Company's business and results of
operations. The market for desktop applications of the type offered by the
Company is new, reflecting the greater use of client/server architecture and
related computer and computer software technology. Accordingly, there can be
no assurance that this market will develop as anticipated by the Company.

The Company's future success will depend in significant part on its ability
to successfully develop and introduce new service offerings and improved
versions of existing service offerings. There can be no assurance that the
Company will be successful in developing, introducing on a timely basis and
marketing such service offerings or that any service offerings will be
accepted in the market. Moreover, services offered by others may render the
Company's services non-competitive or obsolete. See "Business--Services."

Project Risks. Many of the Company's engagements involve projects which are
critical to the operations of its customers' businesses and which provide
benefits that may be difficult to quantify. The Company's failure or inability
to meet a customer's expectations in the performance of its services could
result in the incurrence by the Company of a financial loss and could damage
the Company's reputation and adversely affect its ability to attract new
business. In addition, an unanticipated difficulty in completing a project
could have an adverse effect on the Company's business and results of
operations. Fees for the Company's engagements typically are based on the
project schedule, Renaissance staffing requirements, the level of customer
involvement and the scope of the project as agreed upon with the customer at
the project's inception. The Company generally seeks to obtain an adjustment
in its fees in the event of any significant change in any of the assumptions
upon which the original estimate was based. However, there can be no assurance
that the Company will be successful in obtaining any such adjustment in the
future.

Management of Growth. The Company is currently experiencing a period of
rapid growth which has placed and could continue to place a strain on the
Company's financial, management and other resources. From January 1, 1993
through March 29, 1996, the size of the Company's professional staff increased
from 17 to 98 full-time equivalent employees, and further significant
increases are anticipated. Since January 1, 1993, the Company has expanded
geographically by adding employees based in New York, Chicago and London. The
Company intends to open additional domestic and international offices as
needed. The Company's ability to manage its staff and facilities growth
effectively will require it to continue to improve its operational, financial
and other internal systems and to train, motivate and manage its employees. If
the Company's management is unable to manage growth effectively and new
employees are unable to achieve anticipated performance levels, the Company's
business and results of operations could be adversely affected.

Attraction and Retention of Key Personnel; Dependence on Founders. The
Company's business involves the delivery of professional services and is labor
intensive. The Company's success will depend in large part upon its ability to
attract, retain and motivate highly skilled employees. There is significant
competition for employees with the skills required to perform the services
offered by the Company. Although the Company expects to continue to attract
and retain sufficient numbers of highly skilled employees for the foreseeable
future, there can be no assurance that the Company will be able to do so. The
loss of any of the Company's three founders or other key personnel could have
a material adverse effect on the Company's business and results of operations,
including its ability to attract employees and secure and complete
engagements. See "Dependence on Gemini."

8
<PAGE>

Competition. The management consulting and client/server systems integration
markets are subject to rapid change and are highly competitive. The Company
competes with and faces potential competition for customer assignments and
experienced personnel from a number of companies that have significantly
greater financial, technical and marketing resources, generate greater
revenues and have greater name recognition than does the Company. In addition,
the management consulting and client/server systems integration markets are
highly fragmented and served by numerous firms, many of which serve only their
respective local markets. The Company's customers primarily consist of major
corporations, and there are an increasing number of professional services
firms seeking management consulting and client/server systems integration
engagements from that customer base. The Company believes that the principal
competitive factors in the management consulting and client/server systems
integration industries include the nature of the services offered, quality of
service, responsiveness to customer needs, experience, technical expertise and
price. There can be no assurance that the Company will continue to compete
successfully with its existing competitors or will be able to compete
successfully with any new competitors. See "Business--Competition."

Control by Directors and Officers. Upon completion of this offering, the
Company's officers and directors, and their affiliates, will beneficially own
approximately 44.6% of the Company's outstanding Common Stock. As a practical
matter, these stockholders, if acting together, may have the ability to elect
the Company's directors and to determine the outcome of corporate actions
requiring stockholder approval, irrespective of how other stockholders of the
Company may vote. This concentration of ownership may have the effect of
delaying or preventing a change in control of the Company. See "Management"
and "Principal and Selling Stockholders." Pursuant to a voting agreement
entered into in connection with the Reorganization, Messrs. Lasker and Lubin,
Melissa E. Norton (the wife of Mr. Norton), the Harry M. Lasker Children's
Trust and the David A. Lubin Children's Trust have agreed to vote their shares
of Common Stock to elect to the Company's Board of Directors one individual
designated by each of Messrs. Lasker and Lubin and Ms. Norton. The current
designees to the Board of Directors under this voting agreement are Messrs.
Lasker, Lubin and Norton. The voting agreement will continue in effect until
October 31, 1998. See "Certain Transactions."

Unallocated Net Proceeds. The Company has not as yet identified specific
uses for the net proceeds to be received by it from this offering, and,
pending such uses, the Company expects that it will invest such net proceeds
in short-term, investment grade, interest-bearing instruments. The Company
will have discretion over the use and investment of such net proceeds.

Antitakeover Provisions. The Company's Amended and Restated Certificate of
Incorporation (the "Restated Certificate of Incorporation") requires that any
action required or permitted to be taken by stockholders of the Company must
be effected at a duly called annual or special meeting of stockholders and may
not be effected by any consent in writing, and the Company's Amended and
Restated By-laws (the "Restated By-laws") require reasonable advance notice by
a stockholder of a proposal or director nomination which such stockholder
desires to present at any annual or special meeting of stockholders. Special
meetings of stockholders may be called only by a Chairman, the Chief Executive
Officer or, if none, the President of the Company or by the Board of
Directors. The Restated Certificate of Incorporation provides for a classified
Board of Directors, and members of the Board of Directors may be removed only
for cause upon the affirmative vote of holders of at least two-thirds of the
shares of capital stock of the Company entitled to vote. The affirmative vote
of the holders of 75% of the shares of capital stock of the Company issued and
outstanding and entitled to vote is required to amend or repeal these
provisions. In addition, the Board of Directors has the authority, without
further action by the stockholders, to fix the rights and preferences of, and
issue shares of, Preferred Stock. These provisions, as well as other
provisions of the Restated Certificate of Incorporation, the Restated By-laws
and the Teaming Agreement described above under "Dependence on Gemini," may
have the effect of deterring hostile takeovers or delaying or preventing
changes in control or management of the Company, including transactions in
which stockholders might otherwise receive a premium for their shares over
then current market prices. In addition, these provisions may limit the
ability of stockholders to approve transactions that they may deem to be in
their best interests. See "Business--Relationship with Gemini," "Description
of Capital Stock--Preferred Stock" and "--Delaware Law and Certain Charter and
By-Law Provisions."

9
<PAGE>

International Operations. Sales outside North America accounted for
approximately 15.7% and 19% of the Company's revenues in the year ended
December 31, 1995 and in the three months ended March 29, 1996, respectively.
The Company intends to expand its presence in European markets and anticipates
that international sales will account for an increasing portion of revenues in
the future. International revenues are subject to a number of risks, including
the following: agreements may be difficult to enforce and receivables
difficult to collect through a foreign country's legal system; foreign
customers may have longer payment cycles; foreign countries could impose
additional withholding taxes or otherwise tax the Company's foreign income,
impose tariffs or adopt other restrictions on foreign trade; fluctuations in
exchange rates could affect product demand and adversely affect the
profitability in U.S. dollars of services provided by the Company in foreign
markets where payment for the Company's services is made in the local
currency; U.S. export licenses may be difficult to obtain; and the protection
of intellectual property in foreign countries may be more difficult to
enforce. There can be no assurance that any of these factors will not have a
material adverse effect on the Company's business and results of operations.
See "Business--Marketing, Sales and Customers."

Possible Volatility of Share Price. The market price of the Company's Common
Stock, which is quoted on the Nasdaq National Market, may be subject to
significant fluctuations in response to operating results, announcements of
new contracts or service offerings by Renaissance or its competitors and other
factors. In addition, the stock market in recent years has experienced extreme
price and volume fluctuations that often have been unrelated or
disproportionate to the operating performance of individual companies. These
market fluctuations, as well as general economic conditions, may adversely
affect the market price of the Common Stock.

Intellectual Property Rights. The Company's success is dependent in part
upon its management consulting and client/server systems integration
methodologies and other intellectual property, some of which is proprietary to
the Company. A significant portion of the Company's management consulting
services are based on the Balanced Scorecard concept described in three
Harvard Business Review articles co-authored by one of the Company's founders.
The Company believes that the Balanced Scorecard name is in the public domain.
As a result, third parties may provide services using the Balanced Scorecard
name which are competitive with the services offered by the Company.

The Company relies upon a combination of trade secret, nondisclosure and
other contractual arrangements, and copyright and trademark laws to protect
its proprietary rights. The Company presently holds no patents or registered
copyrights, trademarks or service marks. The Company generally enters into
confidentiality agreements with its employees, consultants, customers and
potential customers and limits distribution of its proprietary information.
There can be no assurance that the steps taken by the Company in this regard
will be adequate to deter misappropriation of its proprietary information or
that the Company will be able to detect unauthorized use and take appropriate
steps to enforce its intellectual property rights. Although the Company
believes that its services and products do not infringe on the intellectual
property rights of others, there can be no assurance that such a claim will
not be asserted against the Company in the future. See "Business--Intellectual
Property."

Dividends. The Company does not anticipate paying dividends on the Common
Stock in the foreseeable future. See "Dividend Policy."

Shares Eligible for Future Sales; Registration Rights. Sales of substantial
amounts of shares of Common Stock in the public market following this offering
could adversely affect the market price of the Common Stock. Of the 6,745,672
shares of Common Stock to be outstanding after this offering (based on the
number of shares outstanding as of March 29, 1996), approximately 3,704,094
shares, including the 1,347,500 shares to be sold in this offering and the
2,285,000 shares sold in the Company's initial public offering, will be
available for resale in the public market without restriction immediately
following this offering. The Company is unable to predict the effect that
sales may have on the then prevailing market price of the Common Stock.
Approximately 2,927,357 shares of Common Stock to be held by the Company's
three founders and their affiliates (the "Rightsholders") following this
offering will not be eligible for resale under Rule 144 until April 3, 1997 as
a result of the Company's Reorganization on April 3, 1995.

10
<PAGE>

Following the closing of this offering, the Rightsholders will be entitled
to certain piggyback and demand registration rights with respect to their
shares of Common Stock. In addition, Gemini will be entitled to certain
piggyback and demand registration rights with respect to up to 633,600 shares
of Common Stock issuable upon exercise of the Gemini Warrants. One warrant is
exercisable for a two year period beginning April 11, 1996 for up to 313,600
shares of Common Stock. The second warrant will not become exercisable unless
Gemini ceases to be subject to, or obtains waivers of, certain regulatory and
contractual restrictions which prohibit Gemini from owning more than 4.9% of
the Company. If this condition is satisfied, the second warrant will be
exercisable for a three year period beginning on the date such condition is
satisfied, provided that in no event may the second warrant be exercised after
November 1, 1999.

By exercising their registration rights, the Rightsholders and Gemini could
cause a large number of shares to be registered and sold in the public market.
Sales pursuant to registration rights may have an adverse effect on the market
price for the Common Stock and could impair the Company's ability to raise
capital through an offering of its equity securities. See "Business--
Relationship with Gemini," "Description of Capital Stock," "Shares Eligible
for Future Sale" and "Underwriting."

11
<PAGE>

THE COMPANY

The Company was organized as a Delaware corporation in March 1992. In
December 1993, the Company contributed all of its assets, subject to all of
its liabilities, to Renaissance Strategy Group Limited Partnership, a Delaware
limited partnership (the "Partnership"), in exchange for the sole general
partnership interest in the Partnership. The business of the Company described
in this Prospectus was conducted by the Partnership from December 1993 to
April 1995.

Pursuant to a reorganization agreement (the "Reorganization Agreement")
entered into among the Company, the Partnership, the limited partners of the
Partnership, the holders of certain units of economic interest in the
Partnership ("Units") and the holders of certain options to purchase Units,
effective on April 3, 1995, (i) the Company issued 4,567,396 shares of its
Common Stock in exchange for all of the outstanding limited partnership
interests and Units in the Partnership, and (ii) options to purchase 1,730,000
Units outstanding as of the date hereof were exchanged for options to purchase
432,605 shares of Common Stock. Immediately thereafter, the Partnership was
dissolved and all of its assets and liabilities were distributed to and
assumed by the Company. The reorganization of the Company described above is
referred to in this Prospectus as the "Reorganization."

Unless the context otherwise requires, references herein to the "Company"
and "Renaissance" refer to Renaissance Solutions, Inc., a Delaware
corporation, and, with respect to operations between December 1, 1993 and
April 3, 1995, the Partnership, and its wholly-owned subsidiary, Renaissance
Solutions Limited. References to historical financial information of the
Company prior to April 3, 1995 refer to the historical financial information
of its predecessors. See Note 1 of the Notes to Consolidated Financial
Statements.

The Company's principal office is located at Lincoln North, 55 Old Bedford
Road, Lincoln, Massachusetts 01773 and its telephone number is (617) 259-8833.

12
<PAGE>

USE OF PROCEEDS

The net proceeds to Renaissance from the sale of shares of Common Stock
offered by the Company hereby are estimated to be approximately $21,896,000
(approximately $28,279,000 if the Underwriters' overallotment option is
exercised in full) after deducting the underwriting discounts and commissions
and estimated offering expenses payable by the Company. The Company will not
receive any of the net proceeds from the sale of shares by the Selling
Stockholders. See "Principal and Selling Stockholders."

The Company expects to use the net proceeds from this offering for working
capital and other general corporate purposes. The Company has not as yet
identified specific uses for such proceeds and will have discretion over their
use and investment. See "Risk Factors--Unallocated Net Proceeds."

The Company intends to seek acquisitions of businesses, products and
technologies that are complementary to those of the Company, and a portion of
the net proceeds may also be used for such acquisitions. While the Company
engages from time to time in discussions with respect to potential
acquisitions, the Company has no commitments or agreements with respect to any
such acquisitions as of the date of this Prospectus, and there can be no
assurances that any such acquisitions will be made.

Pending such uses, the Company intends to invest the net proceeds from this
offering in short-term, investment grade, interest-bearing instruments.

PRICE RANGE OF COMMON STOCK

The Company's Common Stock is traded on the Nasdaq National Market under the
symbol RENS. The following table sets forth for the periods indicated the high
and low sales prices for the Company's Common Stock.

<TABLE>
<CAPTION>
HIGH LOW
1996 ------ ------
<S> <C> <C>
Second quarter (through May 13, 1996)....................... $35.50 $27.50
First quarter............................................... $30.00 $13.25
1995
Fourth quarter.............................................. 24.75 13.00
Third quarter............................................... 26.75 13.00
Second quarter (from April 4, 1995)......................... 15.75 9.50
</TABLE>

On May 13, 1996, the last reported sale price for the Company's Common Stock
on the Nasdaq National Market was $35.00 per share. As of May 1, 1996, the
Company had 26 stockholders of record.

13
<PAGE>

DIVIDEND POLICY

The Company currently intends to retain earnings, if any, to support its
growth strategy and, except as described below, does not anticipate paying
cash dividends in the foreseeable future. Payment of future dividends, if any,
will be at the discretion of the Company's Board of Directors after taking
into account various factors, including the Company's financial condition,
operating results, current and anticipated cash needs and plans for expansion.

From its inception on March 23, 1992 to immediately prior to its
Reorganization on April 3, 1995, the Company was either an S corporation or a
limited partnership and accordingly was not subject to federal and state
income taxes. As a result, for federal and state income tax purposes, the
taxable income of the Company for that period was reportable by and taxable
directly to the Company's stockholders or partners rather than to the Company.
During the period commencing on March 23, 1992 and ending on December 1, 1993
the Company operated as an S corporation and accumulated a deficit of
approximately $1,400,000. Neither the S corporation stockholders nor the
Company have realized or will in the future realize any substantial tax
benefit from these losses.

The Company made a distribution totaling $2,672,000 in January 1995 and a
distribution totaling $754,475 in March 1995. The January 1995 partnership
distribution represented the cumulative net earnings of the Partnership from
December 1, 1993 through December 31, 1994. The March 1995 partnership
distribution represented the estimated amount of the Partnership's net
earnings during the period commencing on January 1, 1995 and ending
immediately prior to the Reorganization. Both the January 1995 and the March
1995 partnership distributions were evidenced by notes issued by the Company
to the Company's stockholders (the "Stockholder Notes") and were repaid from a
portion of the net proceeds of the Company's initial public offering.

The total partnership distributions of $3,426,475 represent the estimated
net earnings of the Partnership prior to the Reorganization upon which the
recipients of the Stockholder Notes have been or will be required to pay
income taxes.

14
<PAGE>

CAPITALIZATION

The following table sets forth as of March 29, 1996 (i) the actual
capitalization of the Company, and (ii) the capitalization of the Company as
adjusted to reflect the issuance and sale by the Company of 700,000 shares of
Common Stock offered hereby and receipt of the net proceeds therefrom, after
deducting the underwriting discount and estimated offering expenses payable by
the Company. See "Use of Proceeds." This table should be read in conjunction
with the Company's Consolidated Financial Statements and the Notes thereto
included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
MARCH 29, 1996
--------------------
ACTUAL AS ADJUSTED
------- -----------
(IN THOUSANDS
EXCEPT SHARE DATA)
<S> <C> <C>
Short-term borrowings, consisting of amounts
outstanding on line of credit.................... $ 1,100 $ 1,100
======= =======
Long-term liabilities............................. $ 101 $ 101
------- -------
Stockholders' equity:
Preferred stock, $.01 par value; 2,000,000
shares authorized; no shares issued and
outstanding actual and as adjusted............. -- --
Common stock, $.0001 par value; 20,000,000
shares authorized; 6,008,172 shares issued and
outstanding, actual; 6,745,672 shares issued
and outstanding, as adjusted (1)............... 1 1
Additional paid-in capital...................... 14,715 36,611
Warrants to acquire Common Stock (2)............ 1,600 1,600
Cumulative translation adjustments.............. (86) (86)
Unrealized gain on marketable securities........ (1) (1)
Retained earnings............................... 3,726 3,726
------- -------
Stockholders' equity........................... 19,955 41,851
------- -------
Total capitalization.......................... $20,056 $41,952
======= =======
</TABLE>
- ---------------------
(1) Excludes, as of March 29, 1996 (i) 1,004,218 shares of Common Stock
(including options to purchase 37,500 shares of Common Stock which will be
exercised and sold in connection with this offering) reserved for issuance
upon the exercise of options outstanding, (ii) 97,282 shares of Common
Stock reserved for future option grants and stock awards under the
Company's 1995 Equity Incentive Plan, (iii) 30,000 shares of Common Stock
reserved for future option grants under the Company's 1995 Director Stock
Option Plan, (iv) 427,724 shares of Common Stock reserved for future stock
purchases under the Company's 1995 Employee Stock Purchase Plan, and (v)
633,600 shares of Common Stock reserved for issuance upon the exercise of
the Gemini Warrants. One of the Gemini Warrants is exercisable for a two
year period beginning on April 11, 1996 for up to 313,600 shares of Common
Stock at an exercise price equal to $13.00 per share. The second Gemini
Warrant will be exercisable for a three year period beginning upon the
occurrence of certain events (but may not be exercised before April 11,
1996 or after November 1, 1999) for up to 320,000 shares of Common Stock
at an exercise price equal to $19.50 per share. See "Business--
Relationship with Gemini," "Shares Eligible for Future Sale" and Notes 7
and 8 of Notes to Consolidated Financial Statements.
(2) Consists of receipt of proceeds from the sale of the Gemini Warrants to
Gemini for an aggregate purchase price of $1,600,000.

15
<PAGE>

SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial information with respect to
the Company's consolidated statements of operations for the period from March
23, 1992 (date of inception) through December 31, 1992 and for the years ended
December 31, 1993, 1994 and 1995 and with respect to the Company's
consolidated balance sheets as of December 31, 1994 and 1995 have been derived
from the Company's audited Consolidated Financial Statements. The audit report
of Deloitte & Touche LLP as of December 31, 1994 and 1995 and for each of the
three years in the period ended December 31, 1995 is included in the
Consolidated Financial Statements. The statements of operations data for the
three months ended March 31, 1995 and March 29, 1996 and the balance sheet
data as of March 29, 1996 are derived from the Company's unaudited financial
statements also appearing herein, which have been prepared on the same basis
as the Company's audited consolidated financial statements and, in the opinion
of management contain all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of the results of operations
for such periods. This information should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and with the Consolidated Financial Statements and the Notes
thereto included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
YEARS ENDED
PERIOD FROM DECEMBER 31, THREE MONTHS ENDED
MARCH 23, 1992 ------------------------- -------------------
(INCEPTION) THROUGH MARCH 31, MARCH 29,
DECEMBER 31, 1992 1993 1994 1995 1995 1996
------------------- ------- ------- ------- --------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Revenues................ $1,500 $ 2,540 $12,881 $22,601 $4,756 $7,795
------ ------- ------- ------- ------ ------
Costs and expenses:
Professional person-
nel.................. 940 2,563 6,508 11,484 2,507 4,482
Professional
development and
recruiting........... -- 266 693 1,258 344 323
Marketing and sales... 15 157 276 589 134 277
General and adminis-
trative.............. 325 1,252 2,494 4,113 889 1,361
------ ------- ------- ------- ------ ------
Total costs and ex-
penses............. 1,280 4,238 9,971 17,444 3,874 6,443
------ ------- ------- ------- ------ ------
Income (loss) from oper-
ations................. 220 (1,698) 2,910 5,157 882 1,352
Interest expense........ (6) (43) (126) (80) (50) (27)
Interest income......... -- -- 16 490 10 130
------ ------- ------- ------- ------ ------
Income (loss) before in-
come taxes............. 214 (1,741) 2,800 5,567 842 1,455
Provision for income
taxes.................. -- -- -- 1,891 -- 567
------ ------- ------- ------- ------ ------
Net income (loss) (1)... $ 214 $(1,741) $ 2,800 $ 3,676 $ 842 $ 888
====== ======= ======= ======= ====== ======
PRO FORMA DATA (2):
Historical income (loss)
before income taxes.... $ 214 $(1,741) $ 2,800 $ 5,567 $ 842 $1,455
------ ------- ------- ------- ------ ------
Historical income taxes. -- -- -- 1,891 -- 567
Additional provision
(credit) for income
taxes.................. 87 (87) 593 336 336 --
------ ------- ------- ------- ------ ------
Pro forma income taxes.. 87 (87) 593 2,227 336 567
------ ------- ------- ------- ------ ------
Pro forma net income
(loss)................. $ 127 $(1,654) $ 2,207 $ 3,340 $ 506 $ 888
====== ======= ======= ======= ====== ======
Pro forma net income per
share.................. $ .44 $ .56 $ .10 $ .14
======= ======= ====== ======
Pro forma weighted
average number of
common and common
equivalent shares
outstanding (3)........ 4,993 5,913 5,035 6,574
======= ======= ====== ======
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------- MARCH 29,
1992 1993 1994 1995 1996
---- ------ ------- ------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents................ $ 55 $ -- $ 1,384 $ 6,040 $ 5,651
Working capital.......................... 110 104 1,625 16,746 17,404
Total assets............................. 717 1,345 5,653 23,025 24,038
Short-term borrowings.................... 217 130 -- 1,500 1,100
Current portion of long-term debt........ -- -- 667 -- --
Long-term debt (less current portion).... -- 2,000 1,333 -- --
Stockholders' equity (deficiency)........ 214 (1,527) 1,274 18,765 19,955
</TABLE>
- -------------------
(1) From its inception in 1992 through its Reorganization in April 1995, the
Company was either an S corporation or a limited partnership and
accordingly was not subject to federal and state income taxes.
(2) The pro forma statement of operations data have been computed as if the
Company were subject to federal and all applicable state corporate income
taxes from inception, based on the statutory tax rates and the tax laws
then in effect. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and Notes 2 and 9 of Notes to
Consolidated Financial Statements.
(3) Based on the weighted average number of common shares and common share
equivalents outstanding. See Notes 1 and 2 of Notes to Consolidated
Financial Statements.

16
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

OVERVIEW

The Company derives substantially all of its revenues from management
consulting and client/server systems integration services. The Company markets
its services directly and through a Teaming Agreement with Gemini. Pursuant to
the Teaming Agreement, which was entered into effective as of November 1, 1994
and superseded a prior agreement entered into in June 1993, Renaissance and
Gemini have agreed to market and perform certain service offerings on a
collaborative basis. Approximately 79%, 54% and 53% of the Company's revenues
in 1994 and 1995 and for the three months ended March 29, 1996, respectively,
resulted from its relationship with Gemini; approximately 65%, 24% and 35% of
revenues were from services billable to Gemini and approximately 14%, 30% and
18% of revenues were from services billable directly to third parties in 1994
and 1995 and for the three months ended March 29, 1996, respectively.

Fees for services provided by the Company typically are based on the project
schedule, Renaissance staffing requirements, the level of customer involvement
and the scope of the project as agreed upon with the customer at the project's
inception. To date, the Company generally has been able to obtain an
adjustment in its fees in the event of any significant change in any of the
assumptions upon which the original estimate was based. The Company records
revenues at estimated realizable rates as labor hours are incurred. Provisions
are made for estimated unbillable and uncollectible amounts.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the percentage
relationship to revenues of certain items in the Company's consolidated
statements of operations.

<TABLE>
<CAPTION>
YEARS ENDED
DECEMBER 31, THREE MONTHS ENDED
-------------------- -------------------
MARCH 31, MARCH 29,
1993 1994 1995 1995 1996
----- ----- ----- --------- ---------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues............................. 100.0% 100.0% 100.0% 100.0% 100.0%
----- ----- ----- ----- -----
Costs and expenses:
Professional personnel............. 100.9 50.5 50.8 52.7 57.5
Professional development and
recruiting........................ 10.5 5.4 5.6 7.2 4.1
Marketing and sales................ 6.2 2.1 2.6 2.8 3.6
General and administrative......... 49.3 19.4 18.2 18.7 17.5
----- ----- ----- ----- -----
Total costs and expenses......... 166.9 77.4 77.2 81.4 82.7
----- ----- ----- ----- -----
Income (loss) from operations........ (66.9) 22.6 22.8 18.6 17.3
Interest income (expense), net....... (1.6) (.9) 1.8 (.8) 1.3
----- ----- ----- ----- -----
Income (loss) before income taxes.... (68.5) 21.7 24.6 17.8 18.6
Provision for income taxes........... -- -- 8.4 -- 7.2
----- ----- ----- ----- -----
Net income (loss).................... (68.5)% 21.7% 16.2% 17.8% 11.4%
===== ===== ===== ===== =====
PRO FORMA DATA:
Historical income (loss) before
income taxes........................ (68.5)% 21.7% 24.6% 17.8% 18.6%
----- ----- ----- ----- -----
Historical income taxes.............. -- -- 8.4 -- 7.2
Additional provision (credit) for
income taxes........................ (3.4) 4.6 1.5 7.1 --
----- ----- ----- ----- -----
Pro forma income taxes............... (3.4) 4.6 9.9 7.1 7.2
----- ----- ----- ----- -----
Pro forma net income (loss).......... (65.1)% 17.1% 14.7% 10.7% 11.4%
===== ===== ===== ===== =====
</TABLE>

17
<PAGE>

Three Months Ended March 29, 1996 Compared with Three Months Ended March 31,
1995

Revenues increased 64% to $7.8 million in the first quarter of 1996 from
$4.8 million in the first quarter of 1995. This increase in revenues was
primarily attributable to the significantly increased level of services
performed for clients by both the Strategic Management Services Group and the
Performance Innovation Services Group. Revenues from Gemini represented 35%
and 43% of total revenues in the three month periods ended March 29, 1996 and
March 31, 1995, respectively. Revenues from the three operating companies of
AT&T represented, in the aggregate, approximately 39% and 29% of the Company's
revenues in the three month periods ended March 29, 1996 and March 31, 1995,
respectively.

Professional personnel costs increased 79% in the first quarter of 1996 to
$4.5 million, or 58% of revenues, from $2.5 million or 53% of revenues, in the
first quarter of 1995. The number of full-time equivalent professional
employees increased to 98 at March 29, 1996 from 91 at December 31, 1995. The
increase in personnel costs resulted from the addition of 15 professionals in
December 1995, the standardization of all employee compensation adjustments to
January of each year beginning in January 1996 and professional time
investment in its Web-based information services offering.

Professional development and recruiting costs decreased 6% in the first
quarter of 1996 to $323,000, or 4% of revenues, from $344,000, or 7% of
revenues, in the first quarter of 1995. This decrease in professional
development and recruiting costs resulted from the Company having incurred
most of the development and recruiting of first quarter hires in the last 30
days of 1995.

Marketing and sales expenses increased 207% in the first quarter of 1996 to
$277,000, or 4% of revenues, from $134,000, or 3% of revenues, in the first
quarter of 1995. This increase in marketing and sales expenses reflected an
increased level of and other marketing communications activities in 1996. The
Company is expanding its marketing and sales efforts and therefore expects
related expenses to increase as a percentage of revenues in the future. See
"Business--Marketing, Sales and Customers."

General and administrative expenses increased 53% in the first quarter of
1996 to $1.4 million, or 18% of revenues, from $0.9 million, or 19% of
revenues, in the first quarter of 1995. This increase in general and
administrative expenses resulted primarily from additional costs necessary to
support the growth in the Company's business and professional staff during
1996 and included increases in salary costs for administrative staff as well
as increases in facilities and operating expenses.

Interest expense declined 46% in the first quarter of 1996 to $27,000, or
0.4% of revenues, from $50,000, or 1% of revenues, for the first quarter of
1995. This decline was primarily attributable to the reduction in interest
payments to Gemini under a $2.0 million working capital loan from Gemini to
the Company (the "Gemini Loan"), which was repaid following the Company's
initial public offering in April 1995, offset by payments made to Shawmut Bank
under the Company's working capital line of credit. Interest income increased
1,300% in the first quarter of 1996 to $130,000, or 1.7% of revenues, from
$10,000 or 0.2% of revenues for the first quarter of 1995. Interest income
consists of interest earned on the Company's excess cash balances and proceeds
from the Company's initial public offering.

The provision for income taxes in the first quarter of 1996 was $567,000
compared with a pro forma tax provision of $336,000 in the first quarter of
1995. The 1995 figure was computed as if the Company had been taxable as a C
Corporation since its inception. Prior to its Reorganization on April 3, 1995,
the Company was not subject to federal or state income taxes at the Company
level. The 1996 first quarter estimated effective tax rate was 39%.

18
<PAGE>

November 1, 1995 and ended April 30, 1996, Gemini was obligated to provide the
Company with bookings of $7.0 million. Renaissance estimates that bookings for
the period totalled approximately $1.4 million, which amount has not yet been
reconciled with Gemini. In accordance with the terms of the Teaming Agreement,
Gemini has issued to Renaissance a purchase order for the deficiency without
specifying the amount of the deficiency. See "Business--Relationship with
Gemini."

1995 Compared with 1994

Revenues increased 75% to $22.6 million in 1995 from $12.9 million in 1994.
This increase in revenues was primarily attributable to the significantly
increased level of services performed for clients by the Performance
Innovation Services Group. Revenues from three operating companies of AT&T
represented, in the aggregate, approximately 36% of the Company's revenues in
1995. Revenues attributable to the Company's relationship with Gemini
represented approximately 54% and 79% of the Company's total revenues in 1995
and 1994, respectively.

Professional personnel costs (which includes salaries and benefits and costs
associated with independent contractors) increased 76% in 1995 to $11.5
million, or 51% of revenues, from $6.5 million, or 51% of revenues, in 1994.
Professional personnel costs in 1995 reflect the election by the Company's Co-
Chairmen and Chief Executive Officer to permanently forego a total of $150,000
in compensation to which they were otherwise entitled in 1995. The number of
full-time equivalent professional employees increased to 91 at December 31,
1995, from 56 at December 31, 1994. This increase in personnel resulted from
the need to staff an increasing level of customer engagements.

Professional development and recruiting costs increased 82% in 1995 to $1.3
million, or 6% of revenues, from 693,000, or 5% or revenues, in 1994. This
increase in professional development and recruiting costs was primarily
attributable to the addition of significant numbers of professional personnel
by the Company in 1995.

Marketing and sales expenses increased 113% in 1995 to $589,000, or 3% of
revenues, from $276,000, or 2% of revenues, in 1994. This increase in
marketing and sales expenses reflected increased public relations and other
marketing communications activities in 1995. The Company is expanding its
marketing and sales efforts and therefore expects related expenses to increase
as a percentage of revenues in the future. See "Business--Marketing, Sales and
Customers."

General and administrative expenses increased 65% in 1995 to $4.1 million,
or 18% of revenues, from $2.5 million, or 19% of revenues, in 1994. This
increase in general and administrative expenses resulted primarily from
additional costs necessary to support the growth in the Company's business and
professional staff during 1995 and included increases in salary costs for
administrative staff as well as increases in facilities and operating
expenses.

Interest expense declined 37% in 1995 to $80,000, or 0.4% of revenues, from
$126,000, or 1% of revenues, for 1994. This decline was primarily attributable
to the reduction in interest payments to Gemini under a $2.0 million working
capital loan from Gemini to the Company (the "Gemini Loan"), which was repaid
following the Company's initial public offering in April 1995. Interest income
was $490,000, or 2.2% of revenues, for 1995, up from $16,000, or less than 1%
of revenues, during 1994. The increase in interest income resulted from
interest earned on the proceeds of the Company's initial public offering.

The pro forma provision for income taxes in 1995 was $2.2 million compared
with a pro forma tax provision of $593,000 in 1994. Both figures are computed
as if the Company had been taxable as a C Corporation since its inception.
Prior to its Reorganization on April 3, 1995, the Company was not subject to
federal or state income taxes at the Company level. The 1995 pro forma
effective tax rate was 40%. The 1994 pro forma effective tax rate of 21% was
less than the federal statutory tax rate of 34% due to the carryforward of
operating losses from 1993.

19
<PAGE>

1994 Compared with 1993

Revenues increased to $12.9 million in 1994 from $2.5 million in 1993. This
increase in revenues was primarily attributable to the significantly increased
level of services performed for customers by both the Company's Strategic
Services Group and Performance Innovation Services Group. This increase was
primarily attributable to additional engagements resulting from the Company's
collaboration with Gemini. Revenues attributable to the Company's relationship
with Gemini represented approximately 79% and 28% of the Company's total
revenues in 1994 and 1993, respectively. The Company began its collaboration
with Gemini in June 1993.

Professional personnel costs increased 154% in 1994 to $6.5 million, or 51%
of revenues, from $2.6 million, or 101% of revenues, in 1993. The number of
full-time equivalent professional employees increased to 56 at December 31,
1994 from 17 at December 31, 1993. This increase in personnel resulted from
the need to staff an increasing level of customer engagements. At December 31,
1994, independent contractors represented 7 of the Company's 56 full-time
equivalent professional personnel, compared with one of the Company's 17 full-
time equivalent professional personnel at December 31, 1993.

Professional development and recruiting costs increased 161% in 1994 to
$693,000, or 5% of revenues, from $266,000, or 11% of revenues, in 1993. This
increase in professional development and recruiting costs was primarily
attributable to the addition of significant numbers of professional personnel
by the Company in 1994.

Marketing and sales expenses increased 76% in 1994 to $276,000, or 2% of
revenues, from $157,000, or 6% of revenues, in 1993. This increase in
marketing and sales expenses reflected increased marketing activities in 1994,
including executive seminars in New York and London, regular newsletters and
direct mail initiatives. The Company is expanding its marketing and sales
efforts and therefore expects related expenses to increase as a percentage of
revenues in the future. See "Business--Marketing, Sales and Customers."

General and administrative expenses increased 99% in 1994 to $2.5 million,
or 19% of revenues, from $1.3 million, or 49% of revenues, in 1993. This
increase in general and administrative expenses resulted primarily from
additional costs necessary to support the growth in the Company's business and
staff in 1994 and included increases in salaries and benefits for additional
administrative personnel and increases in facilities costs.

Interest expense increased 193% in 1994 to $126,000, or 1% of revenues, from
$43,000, or 2% of revenues, in 1993. This increase in interest expense was
primarily attributable to higher average daily balances under the Gemini Loan,
which was outstanding for all of 1994 and only a portion of 1993. Interest
income was $16,000 in 1994. Interest income consists of interest earned on the
Company's excess cash balances. The Company did not realize any interest
income in 1993.

The pro forma provision for income taxes in 1994 was $593,000 compared with
a pro forma credit provision of $87,000 in 1993, both computed as if the
Company had been taxable as a C corporation since its inception. Prior to the
Reorganization, the Company was not subject to federal or state income taxes
at the Company level. The 1994 pro forma effective tax rate of 21% was less
than the federal statutory tax rate of 34% due to the carryforward of
operating losses from 1993. The 1993 pro forma effective tax credit rate of 5%
was less than the federal statutory tax rate of 34% due to the 1993 operating
loss.

20
<PAGE>

SELECTED QUARTERLY FINANCIAL RESULTS

The following table sets forth certain unaudited quarterly financial data of
the Company for each of the four fiscal quarters of 1994 and 1995, and first
fiscal quarter 1996. The Company believes that this information has been
prepared on the same basis as the audited Consolidated Financial Statements
and that all necessary adjustments, consisting only of normal recurring
adjustments, have been included in the amounts stated below to present fairly
the selected quarterly information when read in conjunction with the audited
Consolidated Financial Statements and the Notes thereto included elsewhere in
this Prospectus. The quarterly operating results are not necessarily
indicative of future results of operations. See "Risk Factors--Variability of
Quarterly Operating Results."

<TABLE>
<CAPTION>
QUARTERS ENDED
-------------------------------------------------------------------------------------------
APRIL 1, JULY 1, SEPT. 30, DEC. 31, MARCH 31, JUNE 30, SEPT. 29, DEC. 31, MAR. 29,
1994 1994 1994 1994 1995 1995 1995 1995 1996
-------- ------- --------- -------- --------- -------- --------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues................ $2,398 $2,994 $3,027 $4,462 $4,756 $5,308 $5,657 $6,880 $7,795
Costs and expenses:
Professional
personnel............ 1,293 1,535 1,448 2,232 2,507 2,819 2,898 3,260 4,482
Professional
development and
recruiting........... 86 129 117 361 344 294 344 276 323
Marketing and sales... 17 56 50 153 134 109 140 206 277
General and
administrative....... 405 462 773 854 889 939 1,045 1,240 1,361
------ ------ ------ ------ ------ ------ ------ ------ ------
Total costs and
expenses........... 1,801 2,182 2,388 3,600 3,874 4,161 4,427 4,982 6,443
------ ------ ------ ------ ------ ------ ------ ------ ------
Income from operations.. 597 812 639 862 882 1,147 1,230 1,898 1,352
Interest income
(expense), net......... (31) (30) (20) (29) (40) 159 179 112 103
------ ------ ------ ------ ------ ------ ------ ------ ------
Income before income
taxes.................. 566 782 619 833 842 1,306 1,409 2,010 1,455
Provision for income
taxes.................. -- -- -- -- -- 523 564 804 567
------ ------ ------ ------ ------ ------ ------ ------ ------
Net income ............. $ 566 $ 782 $ 619 $ 833 $ 842 $ 783 $ 845 $1,206 $ 888
====== ====== ====== ====== ====== ====== ====== ====== ======
PRO FORMA DATA:
Historical income before
income taxes........... $ 566 $ 782 $ 619 $ 833 $ 842 $1,305 $1,409 $2,010 $1,455
------ ------ ------ ------ ------ ------ ------ ------ ------
Historical income taxes. -- -- -- -- -- 523 584 804 567
Additional provision for
income taxes (1)....... 120 166 131 176 336 -- -- -- --
------ ------ ------ ------ ------ ------ ------ ------ ------
Pro forma income taxes.. 120 166 131 176 336 523 564 804 567
------ ------ ------ ------ ------ ------ ------ ------ ------
Pro forma net income ... $ 446 $ 616 $ 488 $ 657 $ 506 $ 783 $ 845 $1,206 $ 888
====== ====== ====== ====== ====== ====== ====== ====== ======
STATEMENT OF OPERATIONS
DATA AS A PERCENTAGE OF
REVENUES:
Revenues................ 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0%
------ ------ ------ ------ ------ ------ ------ ------ ------
Costs and expenses:
Professional
personnel............ 53.9 51.3 47.8 50.0 52.7 53.1 51.2 47.4 57.5
Professional
development and
recruiting........... 3.6 4.3 3.9 8.1 7.2 5.5 6.1 4.0 4.1
Marketing and sales... 0.7 1.9 1.7 3.4 2.8 2.1 2.5 3.0 3.6
General and
administrative....... 16.9 15.4 25.5 19.1 18.7 17.7 18.5 18.0 17.5
------ ------ ------ ------ ------ ------ ------ ------ ------
Total costs and
expenses........... 75.1 72.9 78.9 80.7 81.4 78.4 78.3 72.4 82.7
------ ------ ------ ------ ------ ------ ------ ------ ------
Income from operations.. 24.9 27.1 21.1 19.3 18.6 21.6 21.7 27.6 17.3
Interest income
(expense), net......... (1.3) (1.0) (0.7) (0.6) (0.8) 3.0 3.2 1.6 1.3
------ ------ ------ ------ ------ ------ ------ ------ ------
Income before income
taxes.................. 23.6 26.1 20.4 18.7 17.8 24.6 24.9 29.2 18.6
Provision for income
taxes.................. -- -- -- -- -- 9.9 10.0 11.7 7.2
------ ------ ------ ------ ------ ------ ------ ------ ------
Net income ............. 23.6 % 26.1 % 20.4 % 18.7 % 17.8 % 14.8 % 14.9 % 17.5 % 11.4%
====== ====== ====== ====== ====== ====== ====== ====== ======
PRO FORMA DATA AS A
PERCENTAGE OF REVENUES:
Historical income before
income taxes........... 23.6 % 26.1 % 20.4 % 18.7 % 17.8 % 24.6 % 24.9 % 29.2 % 18.6%
Historical income taxes. -- -- -- -- -- 9.9 10.0 11.7 7.2
Additional provision for
income taxes........... 5.0 5.5 4.3 3.9 7.1 -- -- -- --
------ ------ ------ ------ ------ ------ ------ ------ ------
Pro forma income taxes.. 5.0 5.5 4.3 3.9 7.1 9.9 10.0 11.7 7.2
------ ------ ------ ------ ------ ------ ------ ------ ------
Pro forma net income.... 18.6 % 20.6 % 16.1 % 14.7 % 10.7 % 14.8 % 14.9 % 17.5 % 11.4%
====== ====== ====== ====== ====== ====== ====== ====== ======
</TABLE>
- --------
(1) The pro forma provision for income taxes for 1994 and 1995 has been
allocated to the quarterly results of operations based upon the annual pro
forma effective tax rates of 21% and 40%, respectively. The estimated
effective tax rate was 39% for the period ended March 29, 1996.

21
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

To date, the Company's financing requirements have been met through a
combination of funds generated by operations, loans from Gemini, bank
borrowings, loans from certain of the Company's stockholders, the sale of
Common Stock in the Company's initial public offering and the sale of the
Gemini Warrants. At March 29, 1996, the Company had working capital of $17.4
million, an increase of $0.7 million as compared to working capital of $16.7
million at December 31, 1995. The increase was primarily attributable to an
increase in accounts receivable, partially offset by a reduction in marketable
securities.

Funds provided (used) by operations amounted to $(1,638,000), $2,287,000,
$(2,306,000) and $(3,204,000) for 1993, 1994, 1995 and the first fiscal
quarter of 1996, respectively. Accounts receivable and unbilled services
increased significantly in 1994 over 1993 and in 1995 over 1994 as a result of
the increased services performed by the Company in these years. Accounts
receivable and unbilled services increased 253% to $3.2 million on December
31, 1994, as compared to $904,000 on December 31, 1993. During the same
period, revenues increased 407%, to $12.9 million from $2.5 million. Accounts
receivable and unbilled services increased 199% to $9.6 million on December
31, 1995 as compared to $3.2 million on December 31, 1994. During this same
period revenues increased 75%, to $22.6 million from $12.9 million in 1994.
Accounts receivable and unbilled services increased 45% to $13.9 million on
March 29, 1996 as compared to $9.6 million on December 31, 1995. Advance
payments are recorded when billings exceed revenues earned or expenses
incurred. In 1994, advance payments increased to $983,000 from $0 in 1993 as a
result of billings in excess of revenues earned and expenses incurred with
respect to one customer. In 1995, advanced payments decreased to $341,000 from
$983,000 in 1994. Advance payments in the first fiscal quarter of 1996
decreased to $84,000 from $341,000 in 1995.

Capital expenditures were $331,000, $774,000, $1,391,000 and $591,000 for
1993, 1994, 1995 and the first fiscal quarter of 1996, respectively. The
Company expects capital expenditures in the remainder of 1996 to be
approximately $1,500,000, primarily for the purchase of computer hardware and
software and for furniture and fixtures.

Net cash provided by investing activities of $2,962,000, during the three
month period ended March 29, 1996 resulted primarily from the sale of
marketable securities.

On October 6, 1993, Gemini made a $1.0 million working capital loan to the
Company. On December 1, 1993, this loan was replaced by the Gemini Loan.
Pursuant to the terms of the Teaming Agreement entered into with Gemini
effective as of November 1, 1994, the terms of the Gemini Loan were amended,
as of January 17, 1995, to provide for principal repayments in twelve
quarterly installments of approximately $167,000. See Note 7 of Notes to
Consolidated Financial Statements. The Company used a portion of the net
proceeds from its initial public offering to repay the Gemini Loan in its
entirety.

On July 21, 1994, the Company entered into a revolving line of credit
agreement with Shawmut Bank providing for borrowings of up to $1.0 million.
The line of credit agreement was subsequently amended to increase the amount
available for borrowings to $2.0 million. This line of credit expires on June
1, 1996. As of December 31, 1995, $1,500,000 was outstanding under the line.
No borrowings were outstanding under the line as of May 10, 1996. The line of
credit includes customary financial and other covenants relating to the
maintenance of certain financial tests, such as minimum tangible net worth and
quarterly profitability, and restricting the Company's ability to incur
additional indebtedness. On August 25, 1995, the Company entered into a
revolving line of credit agreement with Barclays Bank in London providing for
borrowings of up to (Pounds)250,000. No borrowings were outstanding under the
line as of December 31, 1995 or May 10, 1996. The availability of borrowings
under the line of credit with Shawmut Bank will be reduced by an amount equal
to any borrowings outstanding under the line of credit with Barclays Bank. See
Note 6 of Notes to Consolidated Financial Statements.

22
<PAGE>

The Company made a partnership distribution totaling $2,672,000 in January
1995, which represented the cumulative net earnings of the Partnership from
December 1, 1993 through December 31, 1994. The Company made a final
partnership distribution totaling $754,475 in March 1995, which represented
the estimated amount of the Partnership's net earnings during the period
commencing on January 1, 1995 and ending immediately prior to the
Reorganization. Both the January 1995 and the March 1995 partnership
distributions were evidenced by the Stockholder Notes and were repaid from a
portion of the net proceeds of the Company's initial public offering. The
partnership distributions represent earnings of the Partnership upon which the
recipients of the Stockholder Notes have been or will be required to pay
income taxes.

In the event that the Teaming Agreement is terminated by Gemini during the
first four years following the commencement of the Teaming Agreement as a
result of the Company's breach or bankruptcy or as a result of a change in
control of the Company, Renaissance is required to pay a termination fee to
Gemini in the amount of $1,600,000.

Management believes that the net proceeds of this offering, together with
funds generated by operations, existing cash balances (including proceeds from
the Company's initial public offering) and borrowings under the bank lines,
will be sufficient to meet the Company's working capital and capital
expenditure requirements for at least the next twelve months. Thereafter, the
Company's liquidity will be materially dependent upon its internally generated
funds and its ability to obtain funds from financings from external sources,
in the form of either additional equity or indebtedness. The Company's ability
to issue and sell equity securities may be limited by the terms of the Teaming
Agreement. See "Business--Relationship with Gemini." The Company's ability to
borrow will be a function of the level of its internally generated funds and
the assets of its business that are available to serve as collateral, which
will consist primarily of accounts receivable.

23
<PAGE>

BUSINESS

Renaissance Solutions, Inc. ("Renaissance" or the "Company") provides
management consulting and client/server systems integration services,
primarily for large corporations. The Company's offerings fall into two
categories, strategic services and performance innovation services, both of
which can incorporate consulting services and technology implementation.
Strategic services consist primarily of management consulting services using
the "Balanced Scorecard" concept described in three Harvard Business Review
articles co-authored by one of the Company's founders and the design,
development and implementation of software-based executive information
systems. The Company's strategic services are designed to assist senior
executives in strategy implementation. The Company's performance innovation
services include the design, development and implementation of desktop
applications using client/server architecture to support decision-making,
coordination, information sharing and skill development by knowledge workers.
These applications are designed for key business processes, including market
and product development, sales, order fulfillment and customer service. The
Company believes that by bridging management consulting and systems
integration capabilities it can help its customers effectively use technology
to satisfy their strategic objectives.

INDUSTRY BACKGROUND

Many large corporations face a rapidly changing business environment and new
bases of competition. Success in the midst of change may require mastering
increasing complexity, adapting products and services to dynamic market
conditions, reducing costs and improving quality. A primary strategic
objective for many large organizations is to improve their performance along
these and other dimensions faster than their competitors. To achieve this
objective, Renaissance believes executives must address two major challenges:
developing and managing improvement programs to achieve desired business
results and implementing these programs through redesigned business processes,
reskilled workforces and more effective use of technology.

A central problem for executives attempting to address these challenges is
the inadequacy of existing methods for measuring performance and relating
these measurements to the achievement of strategic objectives. For example,
some organizations have lost market share and suffered declining profitability
despite significant improvements in quality. In addition, in an era of fast
change, the existing, historically-oriented financial reporting systems which
have served as a primary measurement tool for businesses often are not
effective as predictors of future performance.

Many corporations have responded to the challenges posed by increasing
competition by redesigning business processes, such as product development and
customer service. These process redesign or "re-engineering" programs seek to
improve effectiveness by streamlining work and consolidating activities into
fewer jobs. As a result, these programs often significantly increase the job
responsibilities of individual workers, particularly knowledge workers who
create value by making judgments and require timely access to business
critical information, rapid communications and systematic decision support.
Re-engineering programs need to be responsive to these requirements and
therefore can be difficult to implement successfully.

While large corporations have made a major investment in computers, networks
and software over the last decade, these organizations have used this
infrastructure primarily for the performance of basic transactions, such as
order entry and financial reporting, and routine desktop applications, such as
word processing and electronic mail. The Company believes that recent
developments in client/server technology enable this computer infrastructure
to be used in an innovative manner to support the information needs of both
senior executives and knowledge workers. Client/server systems facilitate the
capture and sharing of performance data that go beyond traditional financial
reporting as well as information required by knowledge workers for decision-
making, coordination and communications.

Large corporations often seek the expertise of professional management
consulting and systems integration firms for assistance in designing,
developing and implementing performance improvement

24
<PAGE>

initiatives. An industry source estimates that the consulting, education and
training, and application development segments of the United States market for
information technology professional services totaled in excess of $12 billion
in 1993. The Company believes it competes primarily in these segments of that
market.

Renaissance believes there is an opportunity to address the strategy and
performance improvement needs of large corporations in an integrated fashion.
In Renaissance's view, management consulting firms generally seek to optimize
corporate performance through perfecting strategy and workflow, but do not
link these initiatives to technology systems. By contrast, Renaissance
believes that system integrators typically seek to optimize systems, but
frequently do not build applications that are directly tied to the
implementation of corporate strategy. The Company believes that there is a
need for an integrated approach that translates corporate strategy into
measurement systems which in turn determine performance requirements and
system design.

THE RENAISSANCE SOLUTION

Renaissance combines its expertise in management consulting and
client/server systems integration to assist customers in developing innovative
solutions to their business needs. The Company believes that the combination
of defining an organization's strategy in terms of measurable goals and
implementing information systems in support of these goals differentiates
Renaissance from its competitors. Renaissance focuses on projects that are
intended to have a significant effect on a customer's future profitability or
competitive market position.

Renaissance's service offerings are designed to support both the strategic
and operational processes of large corporations, as follows:

. At the strategic level, the Company provides management consulting
services, based primarily on the Balanced Scorecard methodology, that are
intended to identify strategic corporate objectives and measure an
organization's progress in achieving these objectives. In addition, the
Company designs, develops and implements software-based executive
information systems, or "Strategic Feedback Systems" ("SFS"), that
provide desktop information and communications tools for use by senior
executives in achieving these objectives.

. At the business process level, the Company designs, develops and
implements desktop applications using client/server architecture to
support key business processes, such as market and product development,
sales, order fulfillment and customer service. These applications are
designed to assist knowledge workers in meeting increased performance
requirements created by new or redesigned work processes.

STRATEGY

Renaissance's goal is to be a leading provider of management consulting and
client/server systems integration services to corporations seeking major
performance improvements. The Company is pursuing the following strategies to
achieve this goal.

. Emphasize a Multidisciplinary Approach. The Company believes that a key
factor differentiating Renaissance's service offerings is the combination
of its expertise in management consulting and client/server systems
integration. The Company believes that by bridging management consulting
and systems integration capabilities it can help its customers
effectively use technology to satisfy their strategic objectives.

. Provide Tailored Solutions Using Proprietary Methodologies and Reusable
Software Components. The Company is investing in proprietary
methodologies and reusable software components for both its strategic and
performance innovation offerings. Although the Company individually
tailors solutions for each customer, it leverages its capabilities
through the use of these proprietary methodologies and software
components. The Company believes that this approach

25
<PAGE>

reduces development time and project costs, enhances project quality,
permits rapid expansion of the Company's professional staff and
differentiates the Company's services from those of its competitors.

. Build Renaissance Brand Name. The Renaissance name is closely associated
with the Balanced Scorecard management consulting methodology. The
Balanced Scorecard concept was described in three articles appearing in
the Harvard Business Review in 1992, 1993 and 1996 co-authored by one of
the Company's founders. The Company seeks to promote its name association
with the Balanced Scorecard through additional publications, speaking
engagements and other marketing activities. By building name recognition
for both Renaissance and the Balanced Scorecard, the Company believes it
can differentiate Renaissance from its competitors.

. Broaden Customer Base Through Targeted Industry Marketing, Geographic
Expansion and Alliances. The Company plans to expand significantly its
marketing initiatives and capabilities. The Company is expanding its
professional staff through the addition of personnel with consulting
expertise in selected industries and is increasing its customer marketing
initiatives, including publications and executive seminars. The Company
also plans to continue to expand geographically by adding offices in
major United States and foreign cities. Finally, the Company is
broadening the scope of its collaborative marketing activities pursuant
to its Teaming Agreement with Gemini and seeking other marketing
alliances with technology providers who offer products or services that
complement the Company's service offerings.

SERVICES

Renaissance's offerings are delivered through two service groups, the
Strategic Services Group and the Performance Innovation Services Group.

Strategic Services Group

The Company's strategic services include management consulting based on the
Company's Balanced Scorecard methodology, complementary consulting services
and the design and development of desktop applications to assist senior
executives in strategy implementation. The Balanced Scorecard concept was
described in three Harvard Business Review articles co-authored by David
Norton, a founder and the Chief Executive Officer of the Company, and Robert
Kaplan of the Harvard Business School. Mr. Kaplan is a director of the Company
and has entered into a consulting agreement with the Company under which he
has agreed to perform Balanced Scorecard-related services exclusively in
conjunction with the Company. See "Management--Directors and Executive
Officers" and "Certain Transactions."

The goal of the Balanced Scorecard methodology is to provide senior managers
with a framework to translate a corporate strategy into measurable objectives.
The Balanced Scorecard methodology is designed to consolidate measurement of
many of the disparate elements of a company's competitive agenda, such as
becoming customer oriented, improving quality, reducing time to market for new
products and managing for the long term.

At the beginning of a typical Balanced Scorecard engagement, Renaissance
representatives meet with the customer's chief executive officer, chief
financial officer or other senior executives and interview members of the
customer's management team. These meetings are designed to solicit information
regarding the customer's strategic objectives. In order to obtain a consensus
regarding these objectives, Renaissance then conducts workshops with various
members of the management team.

26
<PAGE>

After a consensus is reached, Renaissance analyzes the customer's strategy
from four perspectives: financial, customer, business process and
organizational learning. Examples of strategic objectives from each of these
perspectives are set forth in the following diagram.

[Graphic entitled "Strategic Goals." Depicts analysis of customer strategy from
four perspectives: "Financial Perspective," "Customer Perspective," "Business
Process Perspective" and "Organizational Learning Perspective."]

After categorizing the customer's strategic objectives into these four
perspectives, the Company, working with the customer's management, identifies
and selects the best indicators of achievement of each of the strategic
objectives, distinguishing between forward looking or "lead" indicators and
backward looking or "lag" indicators. Renaissance then maps these indicators
against the four categories of strategic objectives into a "Balanced
Scorecard." Using the Balanced Scorecard and supporting methodologies,
Renaissance works with the customer to identify the performance factors that
most significantly affect the customer's strategic objectives.

Fees for services provided by the Company's Strategic Services Group
typically are based on the project schedule, Renaissance staffing requirements,
the level of customer involvement and the scope of the project as agreed upon
with the customer at the project's inception. The Company generally seeks to
obtain an adjustment in its fees in the event of any significant change in any
of the assumptions upon which the original

27
<PAGE>

estimate was based. Fees for the Company's Balanced Scorecard engagements vary
significantly depending on the size and complexity of the customer's business
and the scope of the engagement, but have ranged from under $100,000 to in
excess of $1,000,000. Since its inception in 1992, the Company has delivered
approximately 100 Balanced Scorecards for different business units within over
30 organizations.

The Company also offers complementary services related to the Balanced
Scorecard. In 1994 the Company developed the Strategic Feedback System, which
is an executive information system that provides senior executives with
desktop access to strategic information presented in the form of performance
measurements derived from the Balanced Scorecard. Since its introduction in
1994, the Company has completed four SFS engagements for three different
organizations. The Company offers SFS services to existing customers for which
it has provided Balanced Scorecard services and to new customers as an
integral part of future Balanced Scorecard services.

Performance Innovation Services Group

The Company's Performance Innovation Services Group designs, develops and
assists in implementing desktop applications using client/server architecture
to support key business processes, such as market and product development,
sales, order fulfillment and customer service. These systems are designed to
enable customers to reduce costs, speed time to market and improve
coordination among knowledge workers.

The Company's desktop applications are used to generate, access and
disseminate information not typically available in existing legacy systems,
including:

. Reference Data: explanations and supporting documentation on products,
processes and customers, such as product specifications for use in
responding to customer inquiries.

. Procedural Data: decision support in the form of "if/then" rules,
interpretations and best practice information, such as a checklist of
remedial steps to be taken following the discovery of a billing error.

. Performance Data: feedback measurements regarding individual and process
performance, such as proposal to sales ratios used by an organization's
sales force.

The Company believes that the availability of this type of data is critical to
improving knowledge worker productivity.

The Company has designed and developed desktop applications both independent
of and as follow-ons to Balanced Scorecard engagements. In situations in which
Renaissance has not previously prepared a Balanced Scorecard for the customer,
Renaissance typically prepares an abbreviated Balanced Scorecard to assess the
strategic objectives to be addressed as part of the design and development of
the desktop application.

In developing desktop applications, the Company uses rapid prototyping
techniques, standard database and groupware software, application development
tools and reusable software components. In addition, the Company has developed
customizable templates and tools for use in system design. These techniques,
tools and components are intended to reduce development time and project costs
and increase the productivity of the Company's professionals.

28
<PAGE>

Performance Innovation Services Group engagements are typically divided into
the six phases illustrated below.

[Graphic depicting six phases of Application Development Process: 1. Performance
Modeling; 2. Process Innovation; 3. Process Architecture; 4. Development; 5.
Pilot; and 6. Deployment.]

. Performance Modeling Phase. Renaissance, in conjunction with customer
personnel, develops a "Performance Driver Model" that depicts the
relationships between factors which affect the desired business outcome.
The Company also develops a "Process Decision Model" which defines the
sequence of work flow decisions for the relevant process. At the same
time, Renaissance evaluates the customer's existing technology
infrastructure and identifies opportunities for using this infrastructure
to support the relevant work processes.

. Process Innovation Phase. Renaissance develops a model for improving
performance for the targeted work processes based on redesigning work
flow and better exploiting information technology. This "Performance
Support Model" typically contemplates building operating information into
work support tools, improving access to business critical information,
facilitating the sharing of best practices across work groups and
providing easily accessible training modules to supplement the skills of
knowledge workers. This phase yields a prototype desktop application
which Renaissance uses in a series of "Innovation Workshops" with key
groups of customer personnel to evaluate and further refine the
Performance Support Model.

. Process Architecture Phase. Renaissance prepares a detailed functional
specification for the key components of the desktop application. In
addition, Renaissance prepares a development plan which defines roles and
responsibilities for the joint Renaissance/customer development team.

. Development Phase. Renaissance, working in increasing collaboration with
the customer's technical personnel, develops and integrates the
previously defined components into a fully functioning desktop
application. Principal tasks during this phase include software
development, collection and organization of reference, procedural and
performance data and system integration and testing.

. Pilot Phase. Renaissance and customer personnel test the system for
functionality and ability to enhance knowledge worker productivity. At
the conclusion of this phase, Renaissance develops a plan for the further
refinement, roll-out and ongoing support of the system.

29
<PAGE>

. Deployment Phase. The customer, with the assistance of Renaissance,
implements the system in accordance with the agreed upon plan. At this
time, the customer's personnel assume primary responsibility for support
of the system.

Fees for services provided by the Company's Performance Innovation Services
Group typically are based on the project schedule, Renaissance staffing
requirements, the level of customer involvement and the scope of the project
as agreed upon with the customer at the project's inception. The Company
generally seeks to obtain an adjustment in its fees in the event of any
significant change in any of the assumptions upon which the original estimate
was based. Fees for the Company's desktop application engagements vary
significantly depending on the size and complexity of the customer's business
and the scope of the engagement, but have ranged from under $500,000 for a
pilot system to in excess of $3,000,000 for a large multi-application
engagement. Since its inception in 1992, the Company has performed
approximately 25 engagements involving the design and development of desktop
applications for approximately 15 organizations.

MARKETING, SALES AND CUSTOMERS

The Company markets its services to senior executives of large corporations
both directly and on a collaborative basis with Gemini. The Company markets
its services in the United States through its Boston headquarters and its
Chicago and New York offices and in Europe through its London office. The
Company is in the process of increasing its European operations, which it
conducts principally out of its London office. As of March 29, 1996, the
London office was staffed by 17 full time professionals and supplemented as
required by members of the Company's U.S. staff. See Note 11 of Notes to
Consolidated Financial Statements.

The Company continues to expand its direct marketing capabilities by hiring
industry sector specialists to undertake targeted business development
initiatives in the following industries: financial services; insurance; oil,
gas and chemical; computers and communications; and retail. The Company is
broadening the scope of its collaborative marketing activities with Gemini and
seeking other marketing alliances with technology providers who offer products
or services that complement the Company's service offerings.

The Company employs a variety of business development and marketing
techniques to communicate directly with current and prospective customers,
including authoring of articles and other publications regarding the Company's
methodologies, regular newsletters and direct mail initiatives and executive
seminars featuring presentations by senior officers of key customers. A
significant portion of Renaissance's marketing activities is carried out by
senior Renaissance executives.

30
<PAGE>

The following table sets forth a list of selected customers for which the
Company, either directly or in collaboration with Gemini, has provided
services in either 1994 or 1995:

<TABLE>
<CAPTION>
FINANCIAL
SERVICES INSURANCE OIL, GAS AND CHEMICAL
--------- --------- ---------------------
<S> <C> <C>
Barclays Bank PLC CIGNA Corporation Mobil Corporation
Chemical Bank North American Life Nova Chemical Sales, Inc.
Federal National Assurance Company Nova Gas
Mortgage Mercantile & General Praxair, Inc.
Association Union Carbide
Corporation
Univar Corporation
</TABLE>

<TABLE>
<CAPTION>
COMPUTERS AND
COMMUNICATIONS RETAIL
-------------- ------
<S> <C>
AT&T Corp. The Limited, Inc.
British Telecom Inc.
</TABLE>

An important component of the Company's marketing strategy is to offer
additional services to existing customers. For example, the Company's Balanced
Scorecard services often result in follow-on projects for other business units
within the customer organization. In 1995, the Company provided services to 13
of the 32 customers for whom the Company provided services in 1994 and 1993.

In 1995, revenues from services billable to Gemini accounted for
approximately 24% of the Company's total revenues, and revenues from services
billable to three divisions of AT&T and to CIGNA accounted for approximately
36% and 12%, respectively, of the Company's total revenues. See Note 11 of
Notes to Consolidated Financial Statements.

RELATIONSHIP WITH GEMINI

The Company is a party to a Teaming Agreement (the "Teaming Agreement") with
Gemini pursuant to which the Company and Gemini have agreed to perform on a
collaborative basis certain service offerings obtained as a result of Gemini
marketing efforts or joint Gemini/Renaissance marketing efforts. These joint
service offerings include Balanced Scorecard and desktop application design,
development and implementation engagements.

Gemini is a worldwide consulting firm that provides business process re-
engineering services which are complementary to Renaissance's service
offerings. The Company believes that its relationship with Gemini currently
provides the Company with access to potential customers that the Company would
not otherwise be able to obtain. Approximately 79% and 54% of the Company's
revenues in 1994 and 1995, respectively, resulted from its relationship with
Gemini; approximately 65% and 24%, respectively, of revenues were from
services billable to Gemini and approximately 14% and 30%, respectively, of
revenues were from services billable directly to third parties. In many of
these engagements, the Company provided services as a subcontractor to Gemini.

The Teaming Agreement commenced as of November 1, 1994 and has a term of
five years. It is subject to termination by Gemini as a result of, among other
things, the occurrence of a change in control of Renaissance, which is defined
generally to mean (i) the sale of all or substantially all of the assets of
the Company, (ii) the consummation of a transaction pursuant to which any
person (other than an existing stockholder) becomes the beneficial owner of
securities representing more than 50% of the combined voting power of the
Company, (iii) a merger or consolidation of the Company with any other entity,
or (iv) sales of Common Stock by certain principal stockholders and issuances
or sales of Common Stock by the Company in excess of specified amounts, as
described below. In the event that the Teaming Agreement is terminated by
Gemini during the first four years following the commencement of its term as a
result of the Company's breach or bankruptcy or as a result of a change in
control of the Company, Renaissance is required to pay a termination fee to
Gemini in the amount of $1,600,000.

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<PAGE>

During the term of the Teaming Agreement, the Company and Gemini have agreed
to staff jointly engagements for their collaborative service offerings. Final
staffing decisions are made by the party with primary responsibility for the
customer. Joint engagements involving the Company's methodologies may only be
staffed with Gemini personnel who have been certified by the Company in the
use of these methodologies.

Under the Teaming Agreement, the Company has agreed to train Gemini in use
of the Company's Balanced Scorecard, desktop application and certain other
methodologies during the first four years of the term of the Teaming
Agreement, to perpetually license these methodologies, to the extent developed
during the first four years of the term of the Teaming Agreement, to Gemini on
a non-exclusive basis and to perform certain services for Gemini in 1996. In
exchange, Gemini has agreed to pay the Company an annual fee of $2,000,000 in
each of the first three years during the term of the Teaming Agreement.
Revenue for these services will be recognized by the Company as the services
are performed over the initial four years of the term of the Teaming
Agreement. The license of methodologies by Renaissance to Gemini expressly
excludes any software created by Renaissance. The Company is obligated to pay
Gemini an annual fee of $400,000 in each of the first three years during the
term of the Teaming Agreement for certain training services provided by Gemini
to Renaissance personnel.

As part of the Teaming Agreement, Gemini has committed to provide the
Company with certain levels of bookings. The minimum bookings commitments
total $15,000,000 in each of the twelve month periods ending October 31, 1995
and 1996, $24,000,000 in the twelve month period ending October 31, 1997 and
$25,000,000 in each of the twelve month periods ending October 31, 1998 and
1999. In the event that during any of the six month periods during the term of
the Teaming Agreement bookings obtained by Renaissance from Gemini customers
or customers of joint service offerings by Renaissance and Gemini are less
than the specified guaranteed bookings, Gemini has agreed, subject to the
satisfaction of certain conditions, to retain the services of Renaissance for
a fee equal to the amount of the deficiency. In accordance with a recent
amendment to the Teaming Agreement, purchase orders from Gemini providing for
Renaissance to perform services over no more than a twelve month period and
containing certain other terms qualify as bookings under the Teaming
Agreement. If at the end of any twelve month period covered by a purchase
order from Gemini, a bookings deficiency still remains, Gemini is required to
make a compensating payment to Renaissance of 25% of the remaining deficiency
(50% with respect to any remaining deficiency relating to the six month period
ending April 30, 1996) in full satisfaction of the bookings deficiency. For a
discussion of Gemini's performance during the six month periods ended October
31, 1995 and April 30, 1996, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Results of Operations."

The Company monitors Gemini's progress in meeting its bookings commitments
through regular conference calls and meetings with Gemini marketing
representatives. Under the Teaming Agreement, "bookings" are generally defined
as gross fees (excluding expense reimbursements) committed to Renaissance as a
result of the relationship with Gemini during the applicable six month period
for services to be provided within twelve months of the commitment, as
evidenced by a written agreement between the Company and the customer, plus
any such fees actually collected by the Company during such period which are
not evidenced by a written agreement. Gemini generally is treated as having
satisfied its bookings commitment regardless of whether revenues are
recognized by Renaissance with respect to a particular engagement. For
example, under the Teaming Agreement, 50% of the fees attributable to a
cancelled contract count towards Gemini's bookings commitment if such
cancellation is not primarily attributable to the actions or omissions of
Gemini. In accordance with industry practice, nearly all of the Company's
contracts are terminable by either the customer or the Company on short or no
notice and without penalty. In addition, Gemini does not guarantee the
collectibility of any receivables resulting from customer engagements under
the Teaming Agreement.

The amount of Gemini's bookings commitment is subject to adjustment as a
result of, among other things, any failure by Renaissance to make available to
Gemini such quantities of marketing and sales resources and such number of
staff for joint service offerings as may from time to time be mutually agreed

32
<PAGE>

upon by the parties. In addition, Gemini's minimum bookings commitment
terminates in the event that any of Messrs. Lasker, Lubin or Norton ceases for
any reason to be employed by the Company on a full time basis. In such event,
the parties have agreed to negotiate in good faith to establish new
commitments for the remainder of the term of the Teaming Agreement.

Pursuant to the Teaming Agreement, Renaissance has agreed not to work for or
enter into any comparable teaming arrangement with certain specified
competitors of Gemini (the "Gemini Competitors") during the term of the
Teaming Agreement and for a period of one year thereafter. In addition,
subject to certain exceptions, (i) prior to October 31, 1996, the Company may
not issue or sell securities in a transaction which would result in a change
in control of Renaissance (as defined in the Teaming Agreement) or issue or
sell securities to a Gemini Competitor, (ii) during the period commencing on
November 1, 1996 and ending on the first anniversary of the termination of the
Teaming Agreement, the Company may not issue or sell securities in a
transaction which would result in a change in control of Renaissance (other
than any such transaction with a Gemini Competitor) without first offering
Gemini the opportunity to enter into such transaction, and (iii) during the
period commencing on November 1, 1996 and ending on the first anniversary of
the termination of the Teaming Agreement, the Company may not issue or sell
securities to a Gemini Competitor without providing Gemini with a right of
first refusal with respect to such transaction.

Each of Messrs. Lasker and Lubin and Melissa E. Norton, the wife of Mr.
Norton, and certain of their affiliates, who collectively will hold
approximately 43% of the outstanding Common Stock following the completion of
this offering, have agreed to comply with the foregoing restrictions on
transfer and rights of first offer and first refusal with respect to their
shares of Common Stock during the periods described above.

The Teaming Agreement superseded a prior agreement entered into between the
Company and Gemini in June 1993. This prior agreement provided for certain
joint service offerings and marketing activities by the parties, but did not
include the joint staffing, training services, license fees and guaranteed
bookings commitment contemplated by the current Teaming Agreement.

On February 14, 1995, the Company and Gemini amended the Teaming Agreement
to extend the term of the Teaming Agreement from three years to five years. In
connection with this amendment, the Company sold two warrants (together, the
"Gemini Warrants") to Gemini for an aggregate purchase price of $1,600,000 on
April 11, 1995. One warrant is exercisable for a two year period beginning on
April 11, 1996 for up to 313,600 shares of Common Stock at an exercise price
equal to $13.00 per share. The second warrant will not become exercisable
unless Gemini ceases to be subject to, or obtains waivers of, certain
regulatory and contractual restrictions which prohibit Gemini from owning more
than 4.9% of the Company's oustanding capital stock (the "Restrictions"). If
this condition is satisfied, the second warrant will be exercisable for a
three year period beginning on the date such condition is satisfied, provided
that in no event may the second warrant be exercised after November 1, 1999.
The second warrant will be exercisable for up to 320,000 shares of Common
Stock at an exercise price equal to $19.50 per share. Gemini is entitled to
registration rights with respect to the Common Stock issuable upon exercise of
the Gemini Warrants. See "Shares Eligible for Future Sale."

Gemini may only transfer the Gemini Warrants to an affiliate. Pursuant to
the terms of the Gemini Warrants, Gemini has agreed that, prior to October 17,
1999, it will not, without the Company's prior written consent, acquire voting
securities representing in excess of 15% of the outstanding voting securities
of the Company.

Simultaneously with the closing of the Company's initial public offering on
April 11, 1995, Harry Lasker, David Lubin and Melissa Norton, the wife of
David Norton (the "Principal Stockholders"), sold to Gemini options to
purchase a total of 150,000 shares of Common Stock held by the Principal
Stockholders (the "Gemini Options") for an aggregate purchase price of
$675,000. Each Principal Stockholder sold Gemini an option covering up to
50,000 shares of Common Stock at an exercise price equal to $13.00 per share.
The Gemini Options are transferable and are exercisable during the four year
period commencing on April 11, 1996, provided that in no event may the Gemini
Options be exercised unless and until Gemini ceases to be

33
<PAGE>

subject to, or obtains a waiver of, the Restrictions. Gemini is entitled to
registration rights with respect to the Common Stock deliverable upon the
exercise of the Gemini Options. Gemini paid the purchase price for the Gemini
Options by the delivery of its promissory notes to the Principal Stockholders
(the "Gemini Option Notes"). The Gemini Option Notes bear interest at a
floating rate equal to the prime rate published from time to time in The Wall
Street Journal and are payable upon the first to occur of the exercise of the
Gemini Options or April 11, 2000. See "Certain Transactions."

On November 10, 1995, the Company and Gemini further amended the Teaming
Agreement in connection with Gemini's engagement of Renaissance to provide
certain services in partial satisfaction of Gemini's obligations to
Renaissance under the Teaming Agreement. Pursuant to this amendment, Gemini's
minimum bookings commitment for the twelve month period ending October 31,
1996 was reduced from $20,000,000 to $15,000,000 and Gemini's minimum bookings
commitment for the twelve month period ending October 31, 1997 was reduced
from $25,000,000 to $24,000,000.

On March 25, 1996, the Company and Gemini further amended the Teaming
Agreement with respect to the provision by Renaissance of certain services in
1996 and to provide alternative ways of satisfying bookings deficiencies in
the manner described above.

In April 1996 the parties further amended the Teaming Agreement to address
certain concerns raised by Gemini relating to the sale of Common Stock in this
offering. Messrs. Lasker and Lubin and Melissa Norton, and trusts for the
benefit of the children of Messrs. Lasker and Lubin, who will sell 600,000
shares in the aggregate in this offering, have agreed not to sell further
shares of Common Stock on or before April 30, 1998 and not to sell more than
300,000 shares in the aggregate during the remainder of the term of the
Teaming Agreement. As part of the amendment, the Company agreed not to sell in
excess of 3,000,000 shares from the date of such amendment until the end of
the term of the Teaming Agreement, not including the shares sold by the
Company in this offering and shares previously authorized for issuance upon
exercise of warrants, stock options and employee stock plans as of the date of
the amendment. Sales in excess of foregoing amounts shall constitute a change
in control of the Company under the Teaming Agreement, thereby allowing Gemini
to terminate the Teaming Agreement. This limitation on the ability of the
Company to issue additional shares of Common Stock might preclude the Company
from being able to enter into certain acquisition transactions or raise
necessary additional equity funds in the future.

DEVELOPMENT OF SERVICE OFFERINGS

A significant element of Renaissance's strategy is the continuous
improvement of existing service offerings and the development of new and
related services. To implement this strategy, Renaissance seeks to identify
new and enhanced methodologies developed in the course of customer engagements
and to disseminate these developments as "best practices" through internal
training programs. In addition, the Company undertakes internal development
activities to enhance and extend its methodologies and technology. The Company
has organized a team of professionals whose primary responsibility is the
management of the Company's practice development efforts. This group has
developed an internal knowledge management system that provides rapid access
to new developments and support materials to all of the Company's employees.

In January 1996, the Company formally announced its Web-based information
services offering, an extension of its core performance innovation and
technology capabilities. This offering applies the Company's performance
innovation expertise to the structuring of business practices using the
capabilities afforded by the Internet's World Wide Web. The Company's offering
is designed to enable the continuous capture of business information and the
dynamic organization and delivery of that information. The Company has
completed one engagement of this offering and is currently involved in similar
engagements with several new clients. The Company has also developed a core
set of technologies that provide Web-based interfaces to enterprise
information systems as well as software agents for automated information
gathering and task monitoring.

Renaissance believes that its commitment to identify and implement its best
practices, as well as its emphasis on internal training, enhance the Company's
ability to grow, attract and retain highly skilled professionals and
consistently deliver high quality services to its customers.

34
<PAGE>

COMPETITION

The management consulting and client/server systems integration markets
(which include the markets for the Company's strategic and performance
innovation services) are comprised of a large number of participants, are
subject to rapid change and are highly competitive. Primary competitors
include general management consulting firms and the consulting practices of
the "Big Six" accounting firms; systems consulting and integration firms; and
the professional service groups of computer equipment companies. In addition,
customers may elect to increase their internal strategic planning and
information systems resources to satisfy their needs for strategic and
performance innovation solutions. The Company may also face competition from
Gemini following the termination of the Teaming Agreement in light of the
methodology license set forth therein. See "Relationship with Gemini."

Many participants in the management consulting and client/server systems
integration markets have significantly greater financial, technical and
marketing resources, greater name recognition and generate greater consulting
and systems integration revenues than does Renaissance. In addition, the
management consulting and client/server systems integration markets are highly
fragmented and served by numerous firms, many of which serve only their
respective local markets. The Company believes that the strong linkage between
its management consulting services and client/server systems integration
capabilities distinguishes it from its competitors.

The Company believes that the principal competitive factors in the
management consulting and client/server systems integration industries include
the nature of the service offering, quality of service, responsiveness to
customer needs, experience, technical expertise and price. The Company
believes that it competes favorably with respect to these factors.

HUMAN RESOURCES

As of March 29, 1996, the Company had a total staff of 128 full-time
equivalent employees, comprised of 124 full-time salaried employees, five
part-time salaried employees and two full- or part-time independent
contractors. The Company's total staff of 128 full-time equivalent employees
as of March 29, 1996 was comprised of 98 professionals and 30 administrative
employees. The Company's professional personnel have a variety of educational
backgrounds, including degrees in business administration, education,
instructional design, computer science and electrical engineering.

The Company believes that its future success will depend in large part upon
its ability to attract, retain and motivate highly skilled consulting,
managerial, technical, marketing and support personnel. See "Risk Factors--
Attraction and Retention of Key Personnel." None of the Company's employees is
subject to a collective bargaining agreement. The Company believes that its
relations with its employees are excellent.

INTELLECTUAL PROPERTY

The Company's success is dependent in part upon its proprietary
methodologies and tools and other proprietary intellectual rights. A
significant portion of the Company's management consulting services are based
on the Balanced Scorecard concept described in three Harvard Business Review
articles co-authored by one of the Company's founders. The Company believes
that the Balanced Scorecard name is in the public domain. As a result, third
parties may provide services using the Balanced Scorecard name which are
competitive with the services offered by the Company.

The Company relies upon a combination of trade secret, non-disclosure and
other contractual arrangements, and copyright and trademark laws, to protect
its proprietary rights. The Company holds no patents or registered copyrights,
trademarks or service marks. The Company generally enters into confidentiality
agreements with its employees, consultants, customers and potential customers
and limits access to and distribution of its proprietary information. There
can be no assurance that the steps taken by the Company in this regard will be
adequate to deter misappropriation of its proprietary information or that the
Company will be able to detect unauthorized use and take appropriate steps to
enforce its intellectual property rights.

35
<PAGE>

The Company's business includes the development of custom software
applications in connection with specific customer engagements. Ownership of
such software is generally assigned to the customer. In addition, the Company
also develops object-oriented software components that can be reused in
software application development and certain foundation and application
software products, or software "tools," most of which remain the property of
the Company.

Although the Company believes that its services and products do not infringe
on the intellectual property rights of others, there can be no assurance that
such a claim will not be asserted against the Company in the future.

FACILITIES

The Company's headquarters and principal administrative, sales and
marketing, and system development operations are located in approximately
40,000 square feet of leased space in Lincoln, Massachusetts. The Company
occupies these premises under a lease expiring in August 1999. The Company
also occupies office space in Chicago, New York and London. The Company
anticipates that additional space will be required as business expands and
believes that it will be able to obtain suitable space as needed.

36
<PAGE>

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of the Company and their ages as of
March 29, 1996 are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Harry M. Lasker................. 52 Co-Chairman, Secretary and Director
David A. Lubin.................. 45 Co-Chairman, Treasurer and Director
President, Chief Executive Officer and
David P. Norton................. 54 Director
Gresham T. Brebach, Jr.......... 55 Executive Vice President-Client Services
Ronald K. Bohlin................ 44 Senior Vice President-Practice Development
George A. McMillan.............. 41 Vice President, Chief Financial Officer and
Chief Operating Officer
Robert S. Kaplan (1)............ 55 Director
John F. Rockart (1)............. 64 Director
</TABLE>
- ---------------------
(1) Member of the Compensation Committee and Audit Committee.

Mr. Lasker is a founder of the Company and has served as a director since
the Company's inception in March 1992 and as Co-Chairman and Secretary since
December 1993. From December 1981 to December 1991 Mr. Lasker served as Vice
President and Co-Chairman of Spectrum Interactive, Inc. ("Spectrum"), a
multimedia technology development company which he co-founded with Mr. Lubin.

Mr. Lubin is a founder of the Company and has served as Treasurer and a
director since the Company's inception in March 1992 and as Co-Chairman since
December 1993. From December 1981 to December 1991 Mr. Lubin served as Vice
President and Co-Chairman of Spectrum, which he co-founded with Mr. Lasker.

Mr. Norton is a founder of the Company and has served as President and a
director since the Company's inception in March 1992 and as Chief Executive
Officer since December 1993. From 1975 to February 1992 Mr. Norton served as
President of Nolan, Norton & Co., an information technology consulting firm.
Nolan, Norton & Co. was acquired by the accounting firm of KPMG Peat Marwick
in March 1987. As a result, Mr. Norton also served as a Partner of KPMG Peat
Marwick from March 1987 to February 1992.

Mr. Brebach joined the Company as Executive Vice President-Client Services
in January 1995. From August 1994 to December 1994 Mr. Brebach operated his
own consulting firm, Brebach and Associates. From April 1993 to August 1994
Mr. Brebach served as Executive Vice President of Digital Consulting, the
management consulting division of Digital Equipment Corporation, where he was
responsible for managing the operations of this division. From December 1989
to April 1993 Mr. Brebach was a Director of McKinsey & Company, a management
consulting firm, where he was responsible for the North American Information
Technology/Systems practice and was a Director in the Consumer and Industrial
Products sector. From November 1988 to December 1989 Mr. Brebach was the
Managing Director and Chief Executive Officer of Information Consulting Group,
an information technology consulting firm which he founded. From 1964 to
August 1988 Mr. Brebach was employed as a consultant with Arthur Andersen &
Company, an international accounting firm, most recently as the Managing
Partner of the North American Consulting Practice. Mr. Brebach is a director
of Aspen Technology, Inc.

Mr. Bohlin joined the Company as Senior Vice President-Practice Development
in December 1994. From September 1993 to November 1994 Mr. Bohlin served as
Vice President-Strategic Services at Digital Equipment Corporation. From
February 1992 to September 1993 Mr. Bohlin served as Vice President-Corporate
Marketing and Business Development at Analog Devices, Inc., a semiconductor
company. From January 1981 to February 1992 Mr. Bohlin was a consultant,
partner and computer industry practice leader at McKinsey & Company.

37
<PAGE>

Mr. McMillan joined the Company as Chief Operating Officer in July 1993 and
has served as Vice President, Chief Financial Officer and Chief Operating
Officer since January 1995. From March 1992 to June 1993 Mr. McMillan operated
his own strategy consulting firm, focusing on strategy development for
underperforming corporations. From April 1989 to March 1992 Mr. McMillan
served as President and Chief Operating Officer of the Michigan Bulb Company,
a direct mailer of horticultural catalogs. From January 1984 to March 1989 Mr.
McMillan served as Chief Operating Officer of Bronner Slosberg Humphrey, a
direct marketing and communications agency. From July 1983 to November 1983,
Mr. McMillan was a consultant to IME Inc., an international trading company.
From August 1980 to July 1983 Mr. McMillan held a consulting position with the
Boston Consulting Group, a management consulting firm.

Mr. Kaplan has served as a director of the Company since April 1995. Mr.
Kaplan is the Arthur Lowes Dickson Professor of Accounting at Harvard Business
School, where he has been a member of the faculty since September 1983.

Dr. Rockart has served as a director of the Company since April 1995. Dr.
Rockart has been a Senior Lecturer at the Center for Information Systems
Research of the Alfred P. Sloan School of Management of the Massachusetts
Institute of Technology since 1974 and has been the Director of the Center for
Information Systems Research since 1976. Dr. Rockart is a director of
ComShare, Inc. and Keane, Inc.

The Board of Directors is divided into three classes, each of whose members
serve for a staggered three-year term. The Board is comprised of two Class I
Directors (Messrs. Lasker and Kaplan), two Class II Directors (Mr. Lubin and
Dr. Rockart) and one Class III Director (Mr. Norton). At each annual meeting
of stockholders, a class of directors will be elected for a three-year term to
succeed the directors of the same class whose terms are then expiring. The
terms of the Class I Directors, Class II Directors and Class III Director will
expire upon the election and qualification of successor directors at the
annual meeting of stockholders held following the end of calendar years 1995,
1996 and 1997, respectively. See "Certain Transactions" for a discussion of a
voting agreement relating to the election of directors following this
offering.

Each officer serves at the discretion of the Board of Directors. There are
no family relationships among any of the directors and executive officers of
the Company.

BOARD COMMITTEES

The Board of Directors has a Compensation Committee, which makes
recommendations concerning salaries and incentive compensation for employees
of and consultants to the Company and administers and grants stock options and
awards pursuant to the Company's equity incentive plans, and an Audit
Committee, which reviews the results and scope of the audit and other services
provided by the Company's independent public accountants.

BOARD COMPENSATION

Each director who is not an employee of the Company receives reimbursements
for expenses incurred in service of the Company as a director, receives a
quarterly retainer of $2,500 and participates in the Company's 1995 Director
Stock Option Plan (the "Director Plan").

1995 Director Stock Option Plan

The Director Plan was adopted by the Board of Directors and approved by the
stockholders of the Company in January 1995. Under the terms of the Director
Plan, directors of the Company who are not employees of the Company or any
subsidiary of the Company are eligible to receive non-statutory options to
purchase shares of Common Stock. A total of 50,000 shares of Common Stock may
be issued upon exercise of options granted under the Director Plan. As of
March 29, 1996, Mr. Kaplan and Dr. Rockart had each been granted options to
purchase 10,000 shares, and 30,000 shares remained eligible for option grants
under the Director Plan.

38
<PAGE>

Each eligible director is granted an option to purchase 10,000 shares of
Common Stock on the date of his or her initial election to the Board of
Directors. Annual options to purchase 2,500 shares of Common Stock are granted
to each eligible director on April 15 of each subsequent fiscal year. The
exercise price of options granted under the Director Plan is equal to the
closing price of the Common Stock on the Nasdaq National Market on the date of
grant.

Options granted under the Director Plan are not transferrable by the
optionee except by will or by the laws of descent and distribution. No option
is exercisable after the expiration of five years from the date of grant.

EXECUTIVE COMPENSATION

The following table sets forth the compensation for the year ended December
31, 1994 and 1995 for the Company's Chief Executive Officer and for each of
its four other most highly compensated executive officers for the fiscal year
ended December 31, 1995 (the Chief Executive Officer and such other executive
officers are hereinafter referred to as the "Senior Executives"):

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS
---------------------------- ------------
RESTRICTED
STOCK ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) AWARDS($) COMPENSATION($)
- --------------------------- ---- ----------- ----------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
David P. Norton ........ 1995 $500,000(1) $ 0 $-- $500(5)
President and Chief
Executive Officer 1994 250,000 473,643(2) -- 500(5)
Harry M. Lasker ........ 1995 500,000(1) 0 -- 500(5)
Co-Chairman and
Secretary 1994 250,000 322,601(2) -- 500(5)
David A. Lubin ......... 1995 500,000(1) 0 -- 500(5)
Co-Chairman and
Treasurer 1994 250,000 374,858(2) -- 500(5)
Gresham T. Brebach,
Jr. ................... 1995 373,558 69,711 -- 0
Executive Vice
President--
Client Services
George A. McMillan ..... 1995 250,000 77,500(3) -- 500(5)
Vice President, Chief 1994 238,269 33,750 -- (4) 500(5)
Financial
Officer and Chief
Operating Officer
</TABLE>
- ---------------------
(1) Includes $50,000 paid to the Senior Executive as salary in 1995 which he
has repaid to the Company in 1996 in connection with the election by the
Company's Co-Chairmen and Chief Executive Officer to permanently forego a
total of $150,000 in compensation to which they were otherwise entitled in
1995.
(2) Includes amounts payable in 1995 for services rendered by the named Senior
Executive in 1994.
(3) Includes $15,000 payable in 1996 for services rendered by the Senior
Executive in 1995.
(4) On January 17, 1994 the Company made a restricted stock award of 37,509
shares of Common Stock (after giving effect to the Reorganization) to Mr.
McMillan. Mr. McMillan paid the Company $150 for such award, representing
the fair market value of the award as determined by the Board of Directors
on the date of the grant. The shares were granted subject to a repurchase
option in favor of the Company, which option lapses over a five year
period with respect to 10%, 20%, 20% and 50% of the shares on July 7,
1994, July 6, 1995, July 6, 1996 and July 6, 1998 (representing the day
following the first anniversary of Mr. McMillan's date of hire and the
second, third and fifth anniversaries of the date of hire), respectively.
(5) Represents the Company's 401(k) profit-sharing plan matching contribution.

39
<PAGE>

Employment Agreements

In January 1995, the Company entered into employment agreements (the
"Employment Agreements") with each of Messrs. Lasker, Lubin and Norton (the
"Principals") pursuant to which each of Mr. Lasker and Mr. Lubin is employed
as a Co-Chairman of the Company and Mr. Norton is employed as President and
Chief Executive Officer of the Company. Each Employment Agreement provides for
a term of two years and an initial annual base salary of $500,000, with the
annual salary for the second year subject to increase (but not decrease) at
the discretion of the Board of Directors. Each Principal also is eligible for
bonuses at the discretion of the Board of Directors if the Principal satisfies
targeted performance objectives. Each Employment Agreement provides that the
Principal's employment may be terminated by the Company for "cause" (as
defined in the Employment Agreement) or upon the death or disability of the
Principal. Each Employment Agreement also contains covenants by the Principal
not to solicit any of the Company's employees or customers or disclose or use
any of the Company's proprietary information for a period of two years
following the termination of the Principal's employment and, in the event that
the Principal is terminated for cause, not to compete with the Company during
such two year period. Each Principal has agreed to assign his right, title and
interest to any inventions, software and other works created by him or at his
direction to the Company.

In January 1995, the Company entered into employment agreements with each of
Messrs. Brebach, Bohlin and McMillan (the "Executive Agreements"). The
Executive Agreements provide for annual salaries of $375,000, $300,000 and
$250,000 for Messrs. Brebach, Bohlin and McMillan, respectively. Under the
Executive Agreement, each officer agrees not to disclose any confidential
information of the Company. Pursuant to the Executive Agreement, all
inventions and intellectual property rights therein, developed, acquired or
conceived by the officer during the term of his employment become the
exclusive property of Renaissance. Each Executive Agreement provides that for
a period of two years after the date of termination of employment, the officer
shall not solicit any of the Company's employees or customers. Each Executive
Agreement may be terminated upon 30 days' written notice by the Company or the
officer for any reason or immediately by the Company in the event that it
believes that the officer has acted in a manner detrimental to the Company's
best interests. In addition, under each Executive Agreement, in the event of
certain changes in control of the Company (as defined), all unvested stock
options then held by such officer shall immediately become exercisable as of
the date of such termination.

Stock Plans

1995 Equity Incentive Plan. The Company's 1995 Equity Incentive Plan (the
"Equity Plan") was adopted by the Board of Directors and approved by the
stockholders of the Company in January 1995. Under the terms of the Equity
Plan the Company is authorized to make awards of restricted stock and to grant
incentive and non-statutory options to employees (including officers and
employee directors) of, and consultants and advisors to, the Company to
purchase shares of the Common Stock of the Company. A total of 1,100,000
shares of Common Stock may be issued upon exercise of options granted or
awards made under the Equity Plan. As of March 29, 1996, options to purchase a
total of 984,218 shares at a weighted average exercise price of $12.00 per
share were outstanding under the Equity Plan. These options generally vest in
five equal annual installments commencing on the date of grant.

Restricted stock awards and stock option grants under the Equity Plan, and
all questions of interpretation with respect to the Equity Plan, are
determined by the Board of Directors or by a committee appointed by the Board
of Directors. Stock option grants under the Equity Plan entitle the optionee
to purchase Common Stock from the Company, for a specified exercise price,
during the periods specified in the applicable option agreement. The Board of
Directors or the committee, if one is designated, selects the persons to whom
options are granted, and determines the number of shares covered by each
option, its exercise price, its vesting schedule and its expiration date.
Options are generally not assignable or transferable except by will or the
laws of descent and distribution.

40
<PAGE>

Restricted stock awards under the Equity Plan entitle the recipient to
purchase Common Stock from the Company under terms which provide for vesting
over a period of time and a right of repurchase of unvested stock when the
recipient's relationship with the Company terminates. The Board of Directors
or the committee, if one is designated, selects the recipients of restricted
stock awards, determines the times at which restricted stock awards are made,
and determines the number of shares of Common Stock subject to the award, the
purchase price (which can be less than the fair market value of the Common
Stock) and the vesting schedule for such shares. The recipients may not sell,
transfer or otherwise dispose of shares subject to a restricted stock award
until such shares are vested. Upon termination of the recipient's relationship
with the Company, the Company will be entitled to repurchase those shares
which are not vested on the termination date at a price equal to their
original purchase price.

As of March 29, 1996, the Company had approximately 131 employees (including
part-time employees and independent contractors and representing 128 full-time
equivalent employees), all of whom were eligible to participate in the Equity
Plan. The number of individuals receiving stock options or awards may vary
from year to year depending on various factors, such as the number of
promotions and the Company's hiring needs during the year, and thus the
Company cannot now determine award recipients.

1995 Employee Stock Purchase Plan. The Company's 1995 Employee Stock
Purchase Plan (the "Purchase Plan") was adopted by the Board of Directors and
approved by the stockholders of the Company in January 1995. The Purchase Plan
authorizes the issuance of up to a total of 450,000 shares of Common Stock to
participating employees. As of March 29, 1996, 22,276 shares had been issued
under the Purchase Plan.

All employees of the Company, including directors of the Company who are
employees, and all employees of any participating subsidiaries whose customary
employment is more than 20 hours per week and for more than five months in any
calendar year are eligible to participate in the Purchase Plan. Employees who
would immediately after the grant own 5% or more of the total combined voting
power or value of the stock of the Company or any subsidiary are not eligible
to participate. As of March 29, 1996, approximately 95 of the Company's
employees were eligible to participate in the Purchase Plan.

On the first day of a designated payroll deduction period (the "Offering
Period"), the Company will grant to each eligible employee who has elected to
participate in the Purchase Plan an option to purchase shares of Common Stock
as follows: the employee may authorize an amount (a whole percentage from 1%
to 10% of such employee's regular pay) to be deducted by the Company from such
pay during the Offering Period. On the last day of the Offering Period, the
employee is deemed to have exercised the option, at the option exercise price,
to the extent of accumulated payroll deductions. Under the terms of the
Purchase Plan, the option price is an amount equal to 85% of the fair market
value per share of the Common Stock on either the first day or the last day of
the Offering Period, whichever is lower. In no event may an employee purchase
in any one Offering Period a number of shares which is more than 15% of the
employee's annualized base pay divided by 85% of the market value of a share
of Common Stock on the commencement date of the Offering Period. The
Compensation Committee may, in its discretion, choose an Offering Period of
twelve months or less for each of the offerings and choose a different
Offering Period for each offering.

If an employee is not a participant on the last day of the Offering Period,
such employee is not entitled to exercise any option, and the amount of such
employee's accumulated payroll deductions will be refunded. An employee's
rights under the Purchase Plan terminate upon voluntary withdrawal from the
Purchase Plan at any time, or when the employment of such employee ceases for
any reason.

41
<PAGE>

Option Grants and Exercises

The following table sets forth certain information concerning grants of
stock options made during fiscal 1995 to each of the Senior Executives:

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
------------------------------------ VALUE AT ASSUMED
PERCENT OF TOTAL ANNUAL RATES OF STOCK
NUMBER OF OPTIONS EXERCISE PRICE APPRECIATION FOR
SECURITIES GRANTED PRICE OPTIONS TERM(2)
UNDERLYING TO EMPLOYEES PER EXPIRATION -----------------------
NAME OPTIONS GRANTED IN FISCAL YEAR SHARE DATE(1) 5% 10%
- ---- --------------- ---------------- -------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
David P. Norton......... -- -- -- -- -- --
Harry M. Lasker......... -- -- -- -- -- --
David A. Lubin.......... -- -- -- -- -- --
Gresham T. Brebach,
Jr. ................... 200,048(3) 28% $8.00 1/31/05 $1,006,473 $2,550,600
George A. McMillan...... 25,006(3) 3 8.00 1/31/05 125,809 318,825
</TABLE>
- --------
(1) The expiration date of an option is the tenth anniversary of the date on
which the option was originally granted. The exercisability of these
options is accelerated upon the occurrence of a change in control.
(2) The amounts shown on this table represent hypothetical gains that could be
achieved for the respective options if exercised at the end of the option
term. These gains are based on assumed rates of stock appreciation of 5%
and 10%, compounded annually from the date the respective options were
granted to their expiration date. The gains shown are net of the option
exercise price, but do not include deductions for taxes or other expenses
associated with the exercise. Actual gains, if any, on stock option
exercises will depend on the future performance of the Common Stock, the
optionholders' continued employment through the option period, and the
date on which the options are exercised.
(3) These stock options are exercisable in four equal annual installments
commencing on January 4, 1996, in the case of Mr. Brebach, and July 7,
1994, in the case of Mr. McMillan.

The following table sets forth certain information concerning each exercise
of a stock option during fiscal 1995 by each of the Senior Executives and the
number and value of unexercised options held by each of the Senior Executives
on December 31, 1995:

AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR-END
OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SHARES UNEXERCISED
UNDERLYING IN THE MONEY
OPTIONS AT AT FISCAL
NUMBER FISCAL YEAR-END YEAR-END(1)
OF SHARES --------------- -------------
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
- ---- ----------- -------- --------------- -------------
<S> <C> <C> <C> <C>
David P. Norton.............. -- -- --/-- --/--
Harry M. Lasker.............. -- -- --/-- --/--
David A. Lubin............... -- -- --/-- --/--
Gresham T. Brebach, Jr. ..... -- -- 0/200,048 $0/$1,250,300
George A. McMillan........... -- -- 12,503/12,503 78,144/78,144
</TABLE>
- --------
(1) Based on the fair market value of the Common Stock as of December 29, 1995
($14.25 per share) less the option exercise price, multiplied by the
number of shares underlying the options.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Company's Compensation Committee are Mr. Kaplan and Dr.
Rockart.

42
<PAGE>

CERTAIN TRANSACTIONS

In January 1995, the Company made a partnership distribution of $2,672,000,
of which approximately $772,000 was distributed to each of Messrs. Lasker,
Lubin and Norton or their affiliates (the "Founders"). This distribution
represented cumulative net earnings of the Partnership from December 1, 1993
through December 31, 1994.

In March 1995, the Company made a partnership distribution of $754,475, of
which approximately $218,000 was distributed to each of the Founders. This
distribution represented the estimated amount of the Partnership's net
earnings for the period commencing on January 1, 1995 and ending immediately
prior to the Reorganization. Both the January 1995 and the March 1995
distributions were evidenced by the Stockholder Notes. The principal amount of
the Stockholder Notes was repaid in April 1995 with a portion of the net
proceeds from the Company's initial public offering.

The Founders each pledged one-third of their shares of Common Stock as
security for a $2,000,000 loan to the Company from Gemini. A portion of the
net proceeds from the Company's initial public offering was used to repay all
of the amounts secured by this pledge, which was released on April 11, 1995.

In January 1995, Messrs. Lasker and Lubin, Melissa E. Norton (the wife of
David P. Norton), the Harry M. Lasker Children's Trust (the "Lasker Trust")
and the David A. Lubin Children's Trust (the "Lubin Trust" and with the Lasker
Trust, the "Trusts") entered into a Stockholders' Voting Agreement (the
"Voting Agreement") pursuant to which, from and after the Reorganization and
until October 31, 1998, each of Messrs. Lasker and Lubin and Ms. Norton are
entitled to designate one representative for nomination to the Board of
Directors of the Company (initially Messrs. Lasker, Lubin and Norton),
provided that, in each case, Mr. Lasker and the Lasker Trust, Mr. Lubin and
the Lubin Trust and Ms. Norton retain at least 50% of their or her respective
holdings of Common Stock as existing immediately following the closing of the
Company's initial public offering. Under the Voting Agreement, each of Messrs.
Lasker and Lubin, Ms. Norton, the Lasker Trust and the Lubin Trust agrees to
vote all of his, her or its shares of Common Stock for the election of such
nominees.

In January 1995, the Company entered into Stock Restriction Agreements (the
"Stock Restriction Agreements") with each of Messrs. Lasker and Lubin and Ms.
Norton, the Lasker Trust and the Lubin Trust pursuant to which, on April 3,
1995, they received 1,325,429, 1,325,430, 1,470,786, 145,356 and 145,356
shares of Common Stock, respectively, in exchange for their respective
interests in the Partnership. The Stock Restriction Agreements provide that
one-half of each of Messrs. Lasker's and Lubin's, Ms. Norton's and the Trusts'
shares are non-vested and subject to a repurchase option in favor of the
Company. This option provides for the repurchase of non-vested shares at a
nominal price, remains in effect through December 31, 1996, and lapses with
respect to one-eighth of the shares at the end of each calendar quarter
beginning March 31, 1995. The Company may exercise the repurchase option with
respect to the non-vested shares held by Messrs. Lasker and Lubin and Ms.
Norton, or either Trust, respectively, in the event that any such person (or
in the case of Ms. Norton, David P. Norton; in the case of the Lasker Trust,
Mr. Lasker; or in the case of the Lubin Trust, Mr. Lubin) ceases to be
employed by the Company either voluntarily at the election of such employee
without "good reason" or involuntarily at the election of the Company for
"cause", as such terms are defined in the Stock Restriction Agreements. The
Stock Restriction Agreements provide that in the event of a change in control
of the Company (as defined), all non-vested shares shall immediately vest.

In March 1994 the Company entered into a consulting agreement with Robert S.
Kaplan (the "Consulting Agreement") pursuant to which Mr. Kaplan agreed to
provide certain consulting services to the Company. Mr. Kaplan is a director
of the Company. The Consulting Agreement provides that Renaissance will be the
sole consulting firm with which Mr. Kaplan will perform Balanced Scorecard-
related services. Pursuant to the Consulting Agreement, Mr. Kaplan has agreed
to refer all opportunities to perform potential Balanced Scorecard projects to
the Company, and the Company has agreed to pay Mr. Kaplan at his per diem rate
(currently $6,000) as well as a referral fee on all client billable work
obtained by the Company primarily

43
<PAGE>

as a result of Mr. Kaplan's referrals. The referral fee is payable with
respect to Renaissance engagements during the two years following the referral
and equals 10% of the first $1,000,000 in professional fees collected from a
referred client and 2% of professional fees collected from the client in
excess of $1,000,000. Under the Consulting Agreement, during the term of the
Consulting Agreement, the Company also has agreed to pay Mr. Kaplan $2,500 for
each Balanced Scorecard engagement completed by the Company under the Teaming
Agreement with Gemini. The Company made payments totaling $38,175 and $16,285
to Mr. Kaplan under the Consulting Agreement in 1994 and 1995, respectively.
The Consulting Agreement may be terminated by either party on 90 days' written
notice.

Pursuant to the Consulting Agreement, in March 1994 Renaissance issued Mr.
Kaplan 10,002 shares of Common Stock and in January 1995 Renaissance granted
Mr. Kaplan options to purchase an additional 12,004 shares of Common Stock.

In April 1995 Harry Lasker, David Lubin and Melissa Norton, the wife of
David Norton (the "Principal Stockholders"), sold to Gemini options for the
purchase of 150,000 shares of Common Stock (the "Gemini Options") for an
aggregate purchase price of $675,000. Each Principal Stockholder sold Gemini
an option for up to 50,000 shares of Common Stock at an exercise price equal
to the $13.00 per share. The Gemini Options are transferable and are
exercisable during the four year period commencing on April 11, 1996, provided
that in no event may the Gemini Options be exercised unless and until Gemini
ceases to be subject to, or obtains a waiver of, certain regulatory and
contractual restrictions which prohibit Gemini from owning more than 4.9% of
the Company. Gemini is entitled to registration rights with respect to the
Common Stock deliverable upon exercise of the Gemini Options, and paid the
purchase price for the Gemini Options by the delivery of promissory notes to
the Principal Stockholders (the "Gemini Option Notes"). The Gemini Option
Notes bear interest at a floating rate equal to the prime rate published from
time to time in The Wall Street Journal and are payable upon the first to
occur of the exercise of the Gemini Options or April 11, 2000.

For a description of certain employment and other arrangements between the
Company and its executive officers, see "Management--Executive Compensation."
For a description of stock grants to certain directors of the Company, see
"Management--Board Compensation."

44
<PAGE>

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of the Common Stock of the Company as of March 29, 1996, and as
adjusted to reflect the sale of the shares of Common Stock offered hereby, by
(i) each person or entity known to the Company to own beneficially more than
5% of the Company's Common Stock, (ii) each of the Company's directors, (iii)
each of the Senior Executives, (iv) all directors and executive officers as a
group, and (v) each of the other Selling Stockholders.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES TO BE BENEFICIALLY
OWNED PRIOR TO SHARES OWNED AFTER
OFFERING (1) OFFERED (2) OFFERING (1)(2)
NAME AND ADDRESS OF ----------------------- ----------- -----------------------------
BENEFICIAL OWNER NUMBER PERCENT NUMBER NUMBER PERCENT
------------------- ------------ ---------- ----------- --------------- -------------
<S> <C> <C> <C> <C> <C>
5% STOCKHOLDERS
Harry M. Lasker (3)..... 1,175,785 19.6% 200,000 975,785 14.5%
c/o Renaissance
Solutions, Inc.
Lincoln North
55 Old Bedford Road
Lincoln, MA 01773
David A. Lubin (4)...... 1,175,786 19.6% 200,000 975,786 14.5%
c/o Renaissance
Solutions, Inc.
Lincoln North
55 Old Bedford Road
Lincoln, MA 01773
Melissa E. Norton (5)... 1,175,786 19.6% 200,000 975,786 14.5%
c/o Renaissance
Solutions, Inc.
Lincoln North
55 Old Bedford Road
Lincoln, MA 01773
American Express
Financial
Corporation (6)........ 750,000 12.5% -- 750,000 11.1%
American Express Tower
World Financial Center
New York, NY 10285
OTHER DIRECTORS
David P. Norton (7)..... 1,175,786 19.6% 200,000 975,786 14.5%
Robert S. Kaplan (8).... 22,402 * -- 22,402 *
John F. Rockart (9)..... 10,000 * -- 10,000 *
OTHER SENIOR EXECUTIVES
Gresham T. Brebach,
Jr. (10)............... 50,512 * 25,000 25,512 *
Ronald Bohlin (11)...... 28,756 * 12,500 16,256 *
George A. McMillan (12). 53,824 * 10,000 43,824 *
All directors and
executive officers
as a group (8
persons) (13).......... 3,692,851 60.2% 647,500 3,045,351 44.6%
</TABLE>
- ---------------------
* Less than 1%
(1) Each stockholder possesses sole voting and investment power with respect
to the shares listed, except as otherwise noted. Amounts shown include
shares issuable within the 60 day period following March 29, 1996 pursuant
to the exercise of options.
(2) Assumes no exercise of the Underwriters' over-allotment option to purchase
up to an aggregate of 202,125 shares of Common Stock from the Company.
(3) Includes 130,356 shares held by the Lasker Trust, the beneficiaries of
which are Mr. Lasker's children, as to which shares Mr. Lasker disclaims
beneficial ownership. The Lasker Trust will sell 13,333 shares in this
offering. Also includes 50,000 shares of Common Stock subject to the
Gemini Options. See "Certain Transactions."
(4) Includes 102,856 shares held by the Lubin Trust, the beneficiaries of
which are Mr. Lubin's children, as to which shares Mr. Lubin disclaims
beneficial ownership. The Lubin Trust will sell 20,000 shares in this
offering. Also includes 50,000 shares of Common Stock subject to the
Gemini Options. See "Certain Transactions."
(5) Includes 50,000 shares of Common Stock subject to the Gemini Options. See
"Certain Transactions." Ms. Norton is the wife of David P. Norton, the
President, Chief Executive Officer and a Director of the Company.

45
<PAGE>

(6) The information reported is based on a Schedule 13G, dated December 31,
1995, filed with the Securities and Exchange Commission by American
Express Company, American Express Financial Corporation, IDS Discovery
Fund and IDS Life Capital Resource Fund. American Express Company, the
parent holding company of American Express Financial Corporation, shares
dispositive power over the shares reported. American Express Financial
Corporation is a registered investment advisor, in which capacity it
advises IDS Discovery Fund and IDS Life Capital Resource Fund and has
shared dispositive power over the shares reported. IDS Discovery Fund and
IDS Life Capital Resource Fund have sole voting power and shared
dispositive power with respect to 400,000 and 350,000 shares,
respectively. American Express Company disclaims beneficial interest in
such shares.
(7) Includes 1,175,786 shares held by Melissa E. Norton, the wife of Mr.
Norton, as to which shares Mr. Norton disclaims beneficial ownership. Also
includes 50,000 shares of Common Stock subject to the Gemini Options. See
"Certain Transactions."
(8) Includes 12,400 shares of Common Stock subject to outstanding stock
options which are exercisable within the 60 day period following March 29,
1996.
(9) Consists of 10,000 shares of Common Stock subject to outstanding stock
options which are exercisable within the 60 day period following March 29,
1996.
(10) Includes 50,512 shares of Common Stock subject to outstanding stock
options which are exercisable within the 60 day period following March
29, 1996 (25,000 of which will be exercised and sold in connection with
this offering).
(11) Includes 28,756 shares of Common Stock subject to outstanding stock
options which are exercisable within the 60 day period following March
29, 1996 (12,500 of which will be exercised and sold in connection with
this offering).
(12) Includes 20,315 shares of Common Stock subject to outstanding stock
options which are exercisable within the 60 day period following March
29, 1996.
(13) Includes 121,983 shares of Common Stock subject to outstanding stock
options which are exercisable within the 60 day period following March
29, 1996 (37,500 of which will be exercised and sold in connection with
this offering).

46
<PAGE>

DESCRIPTION OF CAPITAL STOCK

As of March 29, 1996, there were outstanding an aggregate of 6,008,172
shares of Common Stock held of record by 26 stockholders.

COMMON STOCK

The Company's Restated Certificate of Incorporation authorizes the issuance
of up to 20,000,000 shares of Common Stock, $.0001 par value per share.
Holders of Common Stock are entitled to one vote for each share held on all
matters submitted to a vote of stockholders and do not have cumulative voting
rights. Accordingly, holders of a majority of the shares of Common Stock
entitled to vote in any election of directors may elect all of the directors
standing for election. Holders of Common Stock are entitled to receive ratably
such dividends, if any, as may be declared by the Board of Directors out of
funds legally available therefor, subject to any preferential dividend rights
of outstanding Preferred Stock. Upon the liquidation, dissolution or winding
up of the Company, the holders of Common Stock are entitled to receive ratably
the net assets of the Company available after the payment of all debts and
other liabilities and subject to the prior rights of any outstanding Preferred
Stock. Holders of Common Stock have no preemptive, subscription, redemption or
conversion rights. The outstanding shares of Common Stock are, and the shares
offered by the Company in this offering will be, when issued and paid for,
fully paid and nonassessable. The rights, preferences and privileges of
holders of Common Stock are subject to, and may be adversely affected by, the
rights of the holders of shares of any series of Preferred Stock which the
Company may designate and issue in the future. Certain holders of Common Stock
and of warrants to purchase Common Stock have the right to require the Company
to effect the registration of their shares of Common Stock in certain
circumstances. See "Shares Eligible for Future Sale."

In April 1995, the Company sold to Gemini warrants to purchase up to an
aggregate of 633,600 shares of Common Stock, 313,600 shares of which are
purchasable at a price of $13.00 per share and 320,000 shares of which are
purchasable at a price of $19.50 per share. See "Business--Relationship with
Gemini" and "Shares Eligible for Future Sale."

PREFERRED STOCK

The Restated Certificate of Incorporation authorizes the issuance of up to
2,000,000 shares of Preferred Stock, $.01 par value per share. Under the terms
of the Restated Certificate of Incorporation, the Board of Directors is
authorized, subject to any limitations prescribed by law, without stockholder
approval, to issue such shares of Preferred Stock in one or more series. Each
such series of Preferred Stock shall have such rights, preferences, privileges
and restrictions, including voting rights, dividend rights, conversion rights,
redemption privileges and liquidation preferences, as shall be determined by
the Board of Directors.

The purpose of authorizing the Board of Directors to issue Preferred Stock
and determine its rights and preferences is to eliminate delays associated
with a stockholder vote on specific issuances. The issuance of Preferred
Stock, while providing desirable flexibility in connection with possible
acquisitions and other corporate purposes, could have the effect of making it
more difficult for a third party to acquire, or of discouraging a third party
from acquiring, a majority of the outstanding voting stock of the Company. The
Company has no present plans to issue any shares of Preferred Stock.

DELAWARE LAW AND CERTAIN CHARTER AND BY-LAW PROVISIONS

The Company is subject to the provisions of Section 203 of the General
Corporation Law of Delaware. Section 203 prohibits a publicly-held Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless the business
combination is approved in a prescribed manner. A "business combination"
includes mergers, asset sales and other transactions resulting in a financial
benefit to

47
<PAGE>

the interested stockholder. Subject to certain exceptions, an "interested
stockholder" is a person who, together with affiliates and associates, owns,
or within three years did own, 15% or more of the corporation's voting stock.

The Restated Certificate of Incorporation provides for the division of the
Board of Directors into three classes as nearly equal in size as possible with
staggered three-year terms. See "Management." In addition, the Restated
Certificate of Incorporation provides that directors may be removed only for
cause by the affirmative vote of the holders of two-thirds of the shares of
capital stock of the corporation entitled to vote. Under the Restated
Certificate of Incorporation, any vacancy on the Board of Directors, however
occurring, including a vacancy resulting from an enlargement of the Board, may
only be filled by vote of a majority of the directors then in office. The
classification of the Board of Directors and the limitations on the removal of
directors and filling of vacancies could have the effect of making it more
difficult for a third party to acquire, or of discouraging a third party from
acquiring, control of the Company.

The Restated Certificate of Incorporation also provides that any action
required or permitted to be taken by the stockholders of the Company at an
annual meeting or special meeting of stockholders may only be taken if it is
properly brought before such meeting and may not be taken by written action in
lieu of a meeting. The Restated Certificate of Incorporation further provides
that special meetings of the stockholders may only be called by a Chairman of
the Board of Directors, the Chief Executive Officer or, if none, the President
of the Company or by the Board of Directors. Under the Company's Restated By-
Laws, in order for any matter to be considered "properly brought" before a
meeting, a stockholder must comply with certain requirements regarding advance
notice to the Company. The foregoing provisions could have the effect of
delaying until the next stockholders meeting stockholder actions which are
favored by the holders of a majority of the outstanding voting securities of
the Company. These provisions may also discourage another person or entity
from making a tender offer for the Company's Common Stock, because such person
or entity, even if it acquired a majority of the outstanding voting securities
of the Company, would be able to take action as a stockholder (such as
electing new directors or approving a merger) only at a duly called
stockholders meeting, and not by written consent.

The General Corporation Law of Delaware provides generally that the
affirmative vote of a majority of the shares entitled to vote on any matter is
required to amend a corporation's Certificate of Incorporation or By-Laws,
unless a corporation's Certificate of Incorporation or By-Laws, as the case
may be, requires a greater percentage. The Restated Certificate of
Incorporation and the Restated By-Laws require the affirmative vote of the
holders of at least 75% of the shares of capital stock of the Company issued
and outstanding and entitled to vote to amend or repeal any of the provisions
described in the prior two paragraphs.

The Restated Certificate of Incorporation contains certain provisions
permitted under the General Corporation Law of Delaware relating to the
liability of directors. The provisions eliminate a director's liability for
monetary damages for a breach of fiduciary duty, except in certain
circumstances involving wrongful acts, such as the breach of a director's duty
of loyalty or acts or omissions which involve intentional misconduct or a
knowing violation of law. Further, the Restated Certificate of Incorporation
contains provisions to indemnify the Company's directors and officers to the
fullest extent permitted by the General Corporation Law of Delaware. The
Company believes that these provisions will assist the Company in attracting
and retaining qualified individuals to serve as directors.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is Boston EquiServe
Limited Partnership.

48
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, based upon the number of shares
outstanding at March 29, 1996, there will be 6,745,672 shares of Common Stock
of the Company outstanding (exclusive of 159,142 shares covered by options
exercisable at March 29, 1996). Of these shares, 3,704,094 shares, including
the 1,347,500 shares sold in this offering and the 2,285,000 shares sold in
the Company's initial public offering, will be freely tradeable without
restriction or further registration under the Securities Act of 1933, as
amended (the "Securities Act"), except that any shares purchased by
"affiliates" of the Company, as that term is defined in Rule 144 ("Rule 144")
under the Securities Act ("Affiliates"), may generally only be sold in
compliance with the limitations of Rule 144 described below. The remaining
3,041,578 shares of Common Stock are deemed "restricted securities" under Rule
144. Of the restricted securities, approximately 114,221 shares of Common
Stock (including 33,511 shares of Common Stock subject to the lock-up
agreements described below) are eligible for sale in the public market in
accordance with Rule 701 under the Securities Act. The remaining approximately
2,927,357 restricted securities to be outstanding upon completion of this
offering are held by the Company's three founders and their affiliates and
will not be eligible for sale in the public market pursuant to Rule 144 until
April 3, 1997 as a result of the Company's Reorganization on April 3, 1995.

In addition, in April 1995 the Company sold to Gemini two warrants to
purchase up to an aggregate of 633,600 shares of Common Stock, neither of
which will be exercisable prior to April 11, 1996. None of the shares of
Common Stock purchased pursuant to these warrants will be eligible for sale in
the public market pursuant to Rule 144 until the second anniversary of the
date of such purchase.

The Company, the executive officers and directors of the Company, and the
Selling Stockholders, which executive officers, directors and Selling
Stockholders in the aggregate will hold approximately 2,960,868 shares of
Common Stock and vested options to purchase an additional approximately
121,983 shares of Common Stock upon completion of this offering, have agreed
pursuant to the lock-up agreements that, subject to certain exceptions, they
will not offer, sell or otherwise dispose of any shares of Common Stock
beneficially owned by them for a period of 90 days from the date of this
Prospectus without the approval of Hambrecht & Quist LLC.

In general, under Rule 144 as currently in effect, a stockholder, including
an Affiliate, who has beneficially owned his or her restricted securities (as
that term is defined in Rule 144) for at least two years from the later of the
date such securities were acquired from the Company or (if applicable) the
date they were acquired from an Affiliate is entitled to sell, within any
three-month period, a number of such shares that does not exceed the greater
of 1% of the then outstanding shares of Common Stock (approximately 64,000
shares immediately after this offering) or the average weekly trading volume
in the Common Stock during the four calendar weeks preceding the date on which
notice of such sale was filed under Rule 144, provided certain requirements
concerning availability of public information, manner of sale and notice of
sale are satisfied. In addition, under Rule 144(k), if a period of at least
three years has elapsed between the later of the date restricted securities
were acquired from the Company or (if applicable) the date they were acquired
from an Affiliate of the Company, a stockholder who is not an Affiliate of the
Company at the time of sale and has not been an Affiliate of the Company for
at least three months prior to the sale is entitled to sell the shares
immediately without compliance with the foregoing requirements under Rule 144.

The Securities and Exchange Commission has proposed an amendment to Rule 144
which would reduce the holding period for shares subject to Rule 144 to become
eligible for sale in the public market. If this proposal is adopted, an
additional 2,927,357 shares will become immediately eligible for sale to the
public. All of these shares are subject to the restrictions imposed by the
lock-up agreements discussed above.

Securities issued in reliance on Rule 701 are also restricted securities and
may be sold by stockholders other than Affiliates of the Company subject only
to the manner of sale provisions of Rule 144 and by Affiliates under Rule 144
without compliance with its two-year holding period requirement.

49
<PAGE>

The Company has filed registration statements on Form S-8 under the
Securities Act to register all shares of Common Stock issuable under the
Equity Plan, the Purchase Plan and the Director Plan. Shares issued upon the
exercise of stock options will be eligible for resale in the public market
without restriction, subject to Rule 144 limitations applicable to Affiliates
and the lock-up agreements noted above.

Pursuant to the terms of a Registration Rights Agreement (the "Registration
Agreement") entered into among the Company and Messrs. Lubin and Lasker,
Melissa E. Norton, the Lasker Trust and the Lubin Trust (the "Rightsholders"),
following the completion of this offering the Rightsholders will be entitled
to certain rights with respect to the registration under the Securities Act of
a total of approximately 2,927,357 shares (the "Registrable Shares").
Rightsholders have the right under the Registration Agreement to require the
Company to prepare and file from time to time registration statements under
the Securities Act with respect to their Registrable Shares; provided,
however, that (i) the reasonably anticipated aggregate offering price of such
public offering would equal at least $3,000,000, in the case of a registration
on Form S-1 or Form S-2, or $1,000,000, in the case of a registration on Form
S-3, and (ii) the Company is not required to file more than one registration
statement on behalf of the Rightsholders in any twelve month period. The
Registration Agreement also provides that in the event the Company proposes to
file a registration statement under the Securities Act with respect to an
offering by the Company for its own account or the account of another person,
or both, the Rightsholders shall be entitled to include Registrable Shares in
such registration, subject to the right of the managing underwriter of any
such offering to exclude some or all of such Registrable Shares from such
registration if and to the extent that inclusion of such Shares would
adversely affect the offering price of the Common Stock or the number of
shares to be sold by the Company. In such event, the amount of Registrable
Shares to be offered for the accounts of the Rightsholders shall be reduced
pro rata among all of the requesting Rightsholders based upon the number of
shares requested to be included in such registration by all requesting
Rightsholders. The Registration Agreement provides that the Company may delay
a registration requested by a party to the Registration Agreement for a period
not to exceed 120 days in the event the Company is engaged, or plans to
engage, in a registered public offering, or is engaged in any other activity
which would be adversely affected by the requested registration to the
material detriment of the Company, provided that such right to delay may not
be exercised more than once in any twelve month period.

Under the terms of the Gemini Warrants, Gemini has the right, subject to
certain conditions and limitations, to require the Company to prepare and file
from time to time registration statements under the Securities Act with
respect to the up to 633,600 shares of Common Stock issuable pursuant to the
Gemini Warrants (the "Warrant Shares"); provided, however, that (i) the
reasonably anticipated aggregate offering price of such public offering would
equal at least $1,000,000, and (ii) the Company will not be required to file
more than one registration statement on behalf of Gemini pursuant to each of
the Gemini Warrants in any twelve month period. The Gemini Warrants also
provide that in the event the Company proposes to file a registration
statement under the Securities Act for its own account or the account of
another person, or both, that is reasonably expected to become effective after
the first anniversary of this offering, Gemini will be entitled to include
some or all of the Warrant Shares in such registration subject to certain
conditions and limitations similar to those set forth in the Registration
Agreement, including the Company's right to delay a registration for a period
not to exceed 120 days. The 150,000 shares of Common Stock deliverable to
Gemini upon the exercise of the Gemini Options are also entitled to the
benefits of the registration rights described in this paragraph. However, the
number of Registrable Shares subject to the Registration Agreement described
above will be reduced by the number of shares delivered upon the exercise of
the Gemini Options.

No prediction can be made as to the effect, if any, that market sales of
shares of Common Stock or the availability of shares for sale will have on the
market price of the Common Stock prevailing from time to time. Nevertheless,
sales of significant numbers of shares of the Common Stock in the public
market could adversely affect the market price of the Common Stock and could
impair the Company's future ability to raise capital through an offering of
its equity securities.

50
<PAGE>

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, Hambrecht
& Quist LLC, Cowen & Company and Robertson, Stephens & Company LLC have
severally agreed to purchase from the Company and the Selling Stockholders the
following respective numbers of shares of Common Stock:

<TABLE>
<CAPTION>
NUMBER OF
NAME SHARES
---- ---------
<S> <C>
Hambrecht & Quist LLC ......................................... 606,375
Cowen & Company ............................................... 471,625
Robertson, Stephens & Company LLC.............................. 269,500
---------
Total ....................................................... 1,347,500
=========
</TABLE>

The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent, including the absence of any
material adverse change in the Company's business and the receipt of certain
certificates, opinions and letters from the Company and the Selling
Stockholders, their counsel and the Company's independent auditors. The nature
of the Underwriters' obligation is such that they are committed to purchase
all shares of Common Stock offered hereby if any of such shares are purchased.

The Underwriters propose to offer the shares of Common Stock directly to the
public at the public offering price set forth on the cover page of this
Prospectus and to certain dealers at such price less a concession not in
excess of $1.10 per share. The Underwriters may allow and such dealers may
reallow a concession not in excess of $.10 per share to certain other dealers.
After the public offering of the shares, the offering price and other selling
terms may be changed by the Underwriters. The Underwriters have informed the
Company that the Underwriters do not intend to confirm sales to accounts over
which they exercise discretionary authority.

The Company has granted to the Underwriters an option, exercisable no later
than 30 days after the date of this Prospectus, to purchase up to an aggregate
of 202,125 additional shares of Common Stock at the public offering price,
less the underwriting discount, set forth on the cover of this Prospectus. To
the extent that the Underwriters exercise this option, each of the
Underwriters will have a firm commitment to purchase approximately the same
percentage thereof which the number of shares of Common Stock to be purchased
by it shown in the above table bears to the number of shares of Common Stock
offered hereby. The Company will be obligated, pursuant to the option, to sell
such shares to the Underwriters to the extent the option is exercised. The
Underwriters may exercise such option only to cover over-allotments made in
connection with the sale of the shares of Common Stock offered hereby.

The offering of the shares is made for delivery when, as and if accepted by
the Underwriters and subject to prior sale and to withdrawal, cancellation or
modification of the offering without notice. The Underwriters reserve the
right to reject an order for the purchase of shares in whole or in part.

The Company and the Selling Stockholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act, and to contribute to payments the Underwriters may be required
to make in respect thereof.

The Selling Stockholders and the directors and executive officers of the
Company, who will own in the aggregate 2,960,868 shares of Common Stock after
this offering (assuming no exercise of the Underwriters' over-allotment
option), have agreed, subject to certain exceptions, that they will not
without the prior written

51
<PAGE>

consent of Hambrecht & Quist LLC, offer, sell or otherwise dispose of any
shares of Common Stock beneficially owned by them during the 90 day period
after the date of this Prospectus. The Company has agreed that it will not,
without the Underwriters' prior written consent, offer, sell, grant any option
to purchase or otherwise dispose of any shares of Common Stock during the 90
day period after the date of this Prospectus, except that the Company may
issue, and grant options to purchase, shares of Common Stock under its current
equity incentive and stock purchase plans and under currently outstanding
options. The Company may also issue shares of Common Stock in connection with
any acquisition of another company if the terms of such issuance provide that
such Common Stock shall not be resold prior to the expiration of the 90 day
period referenced in the preceding sentence. Sales of such shares in the
future could adversely affect the market price of the Common Stock.

In January and February 1996, Hambrecht & Quist LLC, one of the
Underwriters, loaned to Gresham T. Brebach Jr., the Executive Vice President--
Client Services of the Company, an aggregate of $125,000. The loan bears
interest at a rate of 75 basis points in excess of the broker call rate, and
is to be repaid by Mr. Brebach from a portion of the proceeds from the sale of
shares of Common Stock to be sold by him in this offering. See "Principal and
Selling Stockholders."

In general, the rules of the Securities and Exchange Commission (the
"Commission") will prohibit the Underwriters from making a market in the
Company's Common Stock during the "cooling off" period immediately preceding
the commencement of sales in the offering. The Commission has, however,
adopted exemptions from these rules that permit passive market making under
certain conditions. These rules permit an underwriter to continue to make a
market subject to the conditions, among others, that its bid not exceed the
highest bid by a market maker not connected with the offering and that its net
purchases on any one trading day not exceed prescribed limits. Pursuant to
these exemptions, certain Underwriters, selling group members (if any) or
their respective affiliates intend to engage in passive market making in the
Company's Common Stock during the cooling off period.

52
<PAGE>

LEGAL MATTERS

The validity of the shares of Common Stock offered by the Company hereby
will be passed upon for the Company by Hale and Dorr, Boston, Massachusetts,
and for the Underwriters by Foley, Hoag & Eliot, Boston, Massachusetts.

EXPERTS

The consolidated financial statements as of December 31, 1994 and 1995 and
for each of the three years in the period ended December 31, 1995 included in
this Prospectus have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report appearing in this Prospectus, and have
been so included in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Commission. Reports,
proxy statements and other information filed by the Company with the
Commission pursuant to the informational requirements of the Exchange Act may
be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Commission's regional offices located at Seven World Trade Center, 13th Floor,
New York, New York 10048, and at Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials also may
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. The Common Stock of
the Company is traded on the Nasdaq National Market. Reports and other
information concerning the Company may be inspected at the National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.
20006.

The Company has filed with the Commission a Registration Statement (which
term shall include all amendments, exhibits and schedules thereto) on Form S-1
under the Securities Act with respect to the shares of Common Stock offered
hereby. This Prospectus, which constitutes a part of the Registration
Statement, does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission, to which Registration Statement
reference is hereby made. Statements made in this Prospectus as to the
contents of any contract, agreement or other document referred to are not
necessarily complete. With respect to each such contract, agreement or other
document filed as an exhibit to the Registration Statement, reference is made
to the exhibit for a more complete description of the matter involved, and
each such statement shall be deemed qualified in its entirety by such
reference. The Registration Statement and the exhibits thereto may be
inspected and copied at prescribed rates at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the regional offices of the Commission
located at Seven World Trade Center, 13th Floor, New York, New York 10048 and
500 West Madison Street, Suite 1400, Chicago, Illinois 60661.

53
<PAGE>

RENAISSANCE SOLUTIONS, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Independent Auditors' Report.............................................. F-2
Consolidated Balance Sheets as of December 31, 1994 and 1995 and
(Unaudited) March 29, 1996............................................... F-3
Consolidated Statements of Operations for the Years Ended December 31,
1993, 1994 and 1995 and (Unaudited) three months ended March 31, 1995 and
March 29, 1996........................................................... F-4
Consolidated Statements of Stockholders' Equity (Deficiency) for the Years
Ended December 31, 1993, 1994 and 1995 and (Unaudited) three months ended
March 29, 1996........................................................... F-5
Consolidated Statements of Cash Flows for the Years Ended December 31,
1993, 1994 and 1995 and (Unaudited) three months ended March 31, 1995 and
March 29, 1996........................................................... F-6
Notes to Consolidated Financial Statements................................ F-7
</TABLE>

F-1
<PAGE>

INDEPENDENT AUDITORS' REPORT

Renaissance Solutions, Inc.:

We have audited the accompanying consolidated balance sheets of Renaissance
Solutions, Inc. and its subsidiary as of December 31, 1994 and 1995, and the
related consolidated statements of operations, stockholders' equity
(deficiency) and cash flows for each of the three years in the period ended
December 31, 1995. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Renaissance Solutions, Inc.
and its subsidiary as of December 31, 1994 and 1995, and the results of their
operations and their cash flows for each of the three years in the period
ended December 31, 1995 in conformity with generally accepted accounting
principles.

Deloitte & Touche LLP

Boston, Massachusetts January 23, 1996

F-2
<PAGE>

RENAISSANCE SOLUTIONS, INC.

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, (UNAUDITED)
-------------- MARCH 29,
1994 1995 1996
------ ------- -----------
(AMOUNTS IN THOUSANDS,
EXCEPT SHARE DATA)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents........................ $1,384 $ 6,040 $ 5,651
Marketable securities............................ -- 4,890 1,301
Accounts receivable, net......................... 2,351 5,791 10,050
Unbilled services, net........................... 839 3,759 3,830
Receivable from officers/shareholders............ -- 278 --
Prepaid expenses................................. 97 161 554
------ ------- -------
Total current assets........................... 4,671 20,919 21,386
Property and equipment, net........................ 982 2,034 2,495
Other assets....................................... -- 72 72
Deferred offering costs............................ -- -- 85
------ ------- -------
Total.......................................... $5,653 $23,025 $24,038
====== ======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings............................ $ -- $ 1,500 $ 1,100
Current portion of note payable--Gemini.......... 667 -- --
Accounts payable................................. 497 1,150 1,299
Accrued payroll and related costs................ 754 850 812
Accrued income taxes............................. -- 270 577
Other accrued liabilities........................ 145 62 110
Advance payments................................. 983 341 84
------ ------- -------
Total current liabilities...................... 3,046 4,173 3,982
Note payable--Gemini, long-term portion............ 1,333 -- --
Other liabilities.................................. -- 87 101
------ ------- -------
Total liabilities.............................. 4,379 4,260 4,083
------ ------- -------
Commitments and contingencies--Notes 7 and 10
Stockholders' equity:
Preferred stock, $.01 par value, authorized
2,000,000 shares, none issued................... -- -- --
Common stock, $.0001 par value, authorized
20,000,000 shares, issued and outstanding
4,567,396, 5,969,396 and 6,008,172 shares in
1994, 1995 and 1996, respectively............... -- 1 1
Additional paid in capital....................... 1 14,337 14,715
Warrants to acquire common stock................. -- 1,600 1,600
Cumulative translation adjustments............... -- (46) (86)
Unrealized gain (loss) on marketable securities.. -- 35 (1)
Retained earnings................................ 1,273 2,838 3,726
------ ------- -------
Stockholders' equity........................... 1,274 18,765 19,955
------ ------- -------
Total.......................................... $5,653 $23,025 $24,038
====== ======= =======
</TABLE>

See notes to consolidated financial statements.

F-3
<PAGE>

RENAISSANCE SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
(UNAUDITED)
YEARS ENDED THREE MONTHS ENDED
DECEMBER 31, ------------------------
------------------------------- MARCH 31, MARCH 29,
1993 1994 1995 1995 1996
--------- --------- --------- ------------------------
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Revenues................ $ 2,540 $ 12,881 $22,601 $4,756 $7,795
--------- --------- --------- -------- --------
Costs and expenses:
Professional
personnel............ 2,563 6,508 11,484 2,507 4,482
Professional
development and
recruiting........... 266 693 1,258 344 323
Marketing and sales... 157 276 589 134 277
General and
administrative....... 1,252 2,494 4,113 889 1,361
--------- --------- --------- -------- --------
Total costs and
expenses........... 4,238 9,971 17,444 3,874 6,443
--------- --------- --------- -------- --------
Income (loss) from
operations............. (1,698) 2,910 5,157 882 1,352
Interest expense........ (43) (126) (80) (50) (27)
Interest income......... -- 16 490 10 130
--------- --------- --------- -------- --------
Income (loss) before
income taxes........... (1,741) 2,800 5,567 842 1,455
Provision for income
taxes.................. -- -- 1,891 -- 567
--------- --------- --------- -------- --------
Net income (loss)....... $(1,741) $ 2,800 $ 3,676 $ 842 $ 888
========= ========= ========= ======== ========
Pro forma data:
Historical income (loss)
before income taxes.... $ (1,741) $ 2,800 $ 5,567 $ 842 $1,455
--------- --------- --------- -------- --------
Historical provision for
income taxes........... -- -- 1,891 -- 567
Additional provision
(credit) for income
taxes.................. (87) 593 336 336 --
--------- --------- --------- -------- --------
Pro forma income taxes.. (87) 593 2,227 336 567
--------- --------- --------- -------- --------
Pro forma net income
(loss)................. $ (1,654) $ 2,207 $ 3,340 $ 506 $ 888
========= ========= ========= ======== ========
Pro forma net income per
share.................. $ .44 $ .56 $ .10 $ .14
========= ========= ======== ========
Pro forma weighted
average number of
common and common
equivalent shares
outstanding............ 4,993 5,913 5,035 6,574
========= ========= ======== ========
</TABLE>

See notes to consolidated financial statements.

F-4
<PAGE>

RENAISSANCE SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)

<TABLE>
<CAPTION>
WARRANTS UNREALIZED
ADDITIONAL TO ACQUIRE CUMULATIVE GAIN ON RETAINED STOCKHOLDERS'
NUMBER COMMON PAID IN COMMON TRANSLATION MARKETABLE EARNINGS EQUITY
OF SHARES STOCK CAPITAL STOCK ADJUSTMENTS SECURITIES (DEFICIT) (DEFICIENCY)
--------- ------ ---------- ---------- ----------- ---------- --------- -------------
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at January 1,
1993................... 4,412,358 $ -- $ -- $ -- $ -- $ -- $ 214 $ 214
Net loss .............. (1,741) (1,741)
--------- ----- ------- ------ ----- ----- ------- -------
Balance at December 31,
1993................... 4,412,358 (1,527) (1,527)
Issuance of common
stock................. 155,038 1 1
Net income............. 2,800 2,800
--------- ----- ------- ------ ----- ----- ------- -------
Balance at December 31,
1994................... 4,567,396 1 1,273 1,274
Issuance of common
stock, net of related
issuance costs of
$1,291................ 1,400,000 1 15,635 15,636
Distributions to
shareholders.......... (3,426) (3,426)
Corporate
reorganization........ (1,315) 1,315 --
Sale of warrants to
acquire common stock.. 1,600 1,600
Exercise of
nonqualified stock
options............... 2,000 16 16
Translation adjustment. (46) (46)
Unrealized gain on
marketable securities. 35 35
Net income............. 3,676 3,676
--------- ----- ------- ------ ----- ----- ------- -------
Balance at December 31,
1995................... 5,969,396 $ 1 $14,337 $1,600 $ (46) $ 35 $ 2,838 $18,765
--------- ----- ------- ------ ----- ----- ------- -------
Issuance of common
stock (unaudited)..... 22,276 246 246
Exercise of
nonqualified stock
options (unaudited)... 16,500 132 132
Translation adjustment
(unaudited)........... (40) (40)
Unrealized loss on
marketable securities
(unaudited)........... (36) (36)
Net income
(unaudited)........... 888 888
--------- ----- ------- ------ ----- ----- ------- -------
Balance at March 29,
1996 (unaudited)...... 6,008,172 $ 1 $14,715 $1,600 $ (86) $ (1) $ 3,726 $19,955
========= ===== ======= ====== ===== ===== ======= =======
</TABLE>

See notes to consolidated financial statements.

F-5
<PAGE>

RENAISSANCE SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
(UNAUDITED)
THREE MONTHS ENDED
-------------------
YEARS ENDED
DECEMBER 31,
------------------------- MARCH 31, MARCH 29,
1993 1994 1995 1995 1996
------- ------- ------- --------- ---------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Cash flows from operating
activities:
Net income (loss)............. $(1,741) $ 2,800 $ 3,676 $ 842 $ 888
Adjustments to reconcile net
income (loss) to net cash
provided by (used for)
operating activities:
Depreciation and
amortization............... 66 161 339 62 130
Change in:
Accounts receivable, net.. (241) (1,796) (3,440) 664 (4,259)
Unbilled services, net.... (161) (490) (2,920) (1,011) (71)
Receivable from
officers/shareholders.... -- -- (278) -- 278
Prepaid expenses.......... (16) (25) (64) (15) (393)
Accounts payable.......... 175 123 653 321 149
Accrued payroll and
related costs............ 118 502 96 315 (38)
Accrued income taxes...... -- -- 270 -- 307
Other accrued liabilities. 162 29 (83) 114 48
Advance payments.......... -- 983 (642) (882) (257)
Increase in other
liabilities.............. -- -- 87 -- 14
------- ------- ------- ------ -------
Net cash provided by (used
for) operating activities.. (1,638) 2,287 (2,306) 410 (3,204)
------- ------- ------- ------ -------
Cash flows from investing
activities:
Sales (Purchases) of
marketable securities........ -- -- (4,855) -- 3,553
Expenditures for property and
equipment.................... (331) (774) (1,391) (248) (591)
Increase in other assets...... -- -- (72) -- --
------- ------- ------- ------ -------
Net cash provided by (used
for) investing activities.. (331) (774) (6,318) (248) 2,962
------- ------- ------- ------ -------
Cash flows from financing
activities:
Issuance of common stock, net. -- 1 15,652 -- 378
Sale of warrants to acquire
common stock................. -- -- 1,600 -- --
Payment of shareholder
distributions................ -- -- (3,426) -- --
Short-term borrowings......... 1,415 370 1,500 -- --
Repayment of short-term
borrowings................... (1,380) (500) -- -- (400)
Proceeds from note payable--
Gemini....................... 2,000 -- -- -- --
Payment of note payable--
Gemini....................... -- -- (2,000) (167) --
Repayment of loans from
officers..................... (121) -- -- -- --
Deferred offering costs....... -- -- -- (466) (85)
------- ------- ------- ------ -------
Net cash provided by (used
for) financing activities.. 1,914 (129) 13,326 (633) (107)
------- ------- ------- ------ -------
Effect of exchange rate changes
on cash and cash equivalents... -- -- (46) -- (40)
------- ------- ------- ------ -------
Increase (decrease) in cash and
cash equivalents............... (55) 1,384 4,656 (471) (389)
Cash and cash equivalents,
beginning of period............ 55 -- 1,384 1,384 6,040
------- ------- ------- ------ -------
Cash and cash equivalents, end
of period...................... $ -- $ 1,384 $ 6,040 $ 913 $ 5,651
======= ======= ======= ====== =======
Supplemental disclosure of cash
flow information:
Interest paid................. $ 31 $ 97 $ 74 $ 86 $ 25
======= ======= ======= ====== =======
Income taxes paid............. $ -- $ 2 $ 1,620 -- $ 260
======= ======= ======= ====== =======
</TABLE>
See notes to consolidated financial statements.

F-6
<PAGE>

RENAISSANCE SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION PERTAINING TO THE THREE MONTHS ENDED MARCH 31, 1995 AND MARCH 29,
1996 IS UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

1. REORGANIZATION AND BASIS OF PRESENTATION

Renaissance Solutions, Inc. ("Renaissance" or the "Company") was organized
as a Delaware corporation in March 1992. In December 1993, the Company
contributed all of its assets, subject to all of its liabilities, to
Renaissance Strategy Group Limited Partnership, a Delaware limited partnership
(the "Partnership"), in exchange for the sole general partnership interest in
the Partnership. The business of the Company was conducted by the Partnership
from December 1, 1993 to April 3, 1995. Pursuant to a reorganization agreement
(the "Reorganization Agreement") entered into among the Company, the
Partnership, the limited partners of the Partnership, the holders of certain
units of economic interest ("Units") in the Partnership and the holders of
certain options to purchase Units, effective April 3, 1995 (i) the Company
issued 4,567,396 shares of its Common Stock in exchange for all of the
outstanding limited partnership interests and Units in the Partnership, and
(ii) options to purchase 1,730,000 Units outstanding as of such date were
exchanged for options to purchase 432,605 shares of Common Stock. Immediately
thereafter, the Partnership was dissolved and all of its assets and
liabilities were distributed to and assumed by the Company. The reorganization
of the Company described above is referred to herein as the "Reorganization."
The Reorganization has been accounted for in a manner similar to a pooling of
interests and, except as otherwise indicated or where the context otherwise
requires, the information set forth in these financial statements has been
adjusted to give retroactive effect to the Reorganization. References herein
to the "Company" and "Renaissance" refer to Renaissance Solutions, Inc. and,
with respect to operations between December 1, 1993 and April 3, 1995 (the
date of the Reorganization), the Partnership, and its wholly-owned subsidiary,
Renaissance Solutions Limited.

The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiary. All intercompany accounts and transactions
have been eliminated in consolidation.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

The Company provides management consulting and client/server systems
integration services, primarily for large corporations.

Fiscal Years and Quarters

The Company's fiscal year ends on December 31. For quarterly reporting
purposes, the Company uses a thirteen week accounting period, and accordingly,
the Company's interim fiscal quarters for the year ended December 31, 1994
ended on April 1, July 1, and September 30. For the year ended December 31,
1995, the Company's interim fiscal quarters ended on March 31, June 30, and
September 29.

Interim Results (Unaudited)

In the opinion of management, the accompanying interim unaudited
consolidated financial statements have been prepared on the same basis as the
audited consolidated financial statements and include all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of the financial position and operating results for the interim
periods.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

F-7
<PAGE>

RENAISSANCE SOLUTIONS, INC.

The Company currently derives most of its revenues from professional service
activities. Revenues on service contracts are recorded under the percentage of
completion method based upon the number of labor hours incurred compared to
the total estimated hours at estimated realizable rates. Provisions are made
for estimated unbillable and uncollectible amounts. Revenues are reported net
of reimbursable expenses which are billed and collected from clients.
Reimbursable expenses were approximately $396, $1,477 and $2,247 for the years
ended December 31, 1993, 1994 and 1995, respectively, and $499 and $627 for
the periods ended March 31, 1995 and March 29, 1996, respectively. When
billings exceed revenues earned and/or expenses incurred, the excess is
recorded as advance payments.

Research and Development Costs

Research and development costs are expensed as incurred. For the years ended
December 31, 1993, 1994 and 1995, the Company did not incur material research
and development costs.

Property and Equipment

Property and equipment are stated at cost. Major additions and improvements
are capitalized, while repairs and maintenance are charged to expense.

Depreciation is computed using straight-line methods over the estimated
useful lives of the assets as follows:

<TABLE>
<CAPTION>
DESCRIPTION ESTIMATED USEFUL LIFE
----------- ---------------------
<S> <C>
Computer hardware and software...................... 5 Years
Furniture and fixtures.............................. 7 Years
Leasehold improvements.............................. 10 Years
</TABLE>

Income Taxes

From its inception in 1992 to immediately prior to April 3, 1995 (the date
of its Reorganization), the Company was either an S corporation or a limited
partnership for federal income tax reporting purposes, and the taxable income
of the Company for that period was reportable by and taxable directly to the
Company's stockholders or partners rather than to the Company. During the
period commencing on March 23, 1992 and ending on December 1, 1993, the
Company operated as an S corporation. From December 1, 1993 through April 3,
1995, the Company operated as a limited partnership. Accordingly, no federal
or state income tax provision was required for the Company for the years ended
December 31, 1993 and 1994, and through the date of the Reorganization.

Effective with the closing of the Company's initial public offering, the
Company has been subject to federal and state income taxes as a C corporation.

Effective with its inception, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" (SFAS 109). SFAS 109 utilizes the liability method, and deferred taxes
are determined based on the estimated future tax effects of differences
between financial statement and tax bases of assets and liabilities given the
provisions of the enacted tax laws.

Foreign Currency Translation

The functional currency for the Company's U.K. subsidiary, Renaissance
Solutions Limited, is the British pound. Assets and liabilities are translated
at period-end rates of exchange, and income and expenses are translated at
average rates of exchange for the period. The resulting translation
adjustments are excluded from net earnings and accumulated as a separate
component of stockholders' equity. The cumulative translation adjustment as of
December 31, 1995 and March 29, 1996 was $46 and $86, respectively.

F-8
<PAGE>

RENAISSANCE SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION PERTAINING TO THE THREE MONTHS ENDED MARCH 31, 1995 AND MARCH 29,
1996 IS UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

Income Per Share

Pro forma income per share is based on the weighted average number of common
and dilutive common equivalent shares (common stock options) outstanding. The
pro forma weighted average number of common shares assumes that 10,002 shares
of common stock issued in March 1994 and all stock options granted in January
1995 and March 1995 were outstanding for all periods presented. Common
equivalent shares are not included in the per share calculations where the
effect of their inclusion would be anti-dilutive, except in accordance with
Securities and Exchange Commission Staff Accounting Bulletin No. 83. The
Bulletin requires that all common shares issued and options to purchase shares
of common stock granted by the Company during the twelve-month period prior to
filing of a proposed initial public offering be included in the calculation as
if they were outstanding for all periods. The pro forma weighted average
number of common shares for 1994 and through April 11, 1995 also assumes that
approximately 300,000 shares of the 1,400,000 shares issued in the Company's
initial public offering, the proceeds of which were used to repay stockholder
notes totaling approximately $3,426 (see Note 8), were outstanding.

Cash Flow Information

The Company considers all bank deposits and short-term investments having
original maturities of ninety days or less to be cash and cash equivalents.

Impairment of Long-Lived Assets

The Company adopted Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed Of" ("SFAS 121") in the period ended March 29, 1996. SFAS 121
establishes accounting standards for the impairment of long-lived assets,
certain identifiable intangibles, and goodwill related to those assets. There
was no effect of adoption of SFAS 121 on the financial statements.

Stock-Based Compensation

Statement of Financial Accounting Standards No. 123, "Accounting for Stock-
Based Compensation" ("SFAS 123") became effective in 1996. As permitted by
SFAS 123, the Company has elected to continue to account for stock-based
compensation to employees under APB Opinion No. 25 and to provide the SFAS 123
required disclosures in its 1996 annual financial statements.

3. ACCOUNTS RECEIVABLE AND UNBILLED SERVICES

Accounts receivable and unbilled services consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------- MARCH 29,
1994 1995 1996
------ ------ ---------
<S> <C> <C> <C>
Billed................................................ $2,589 $5,901 $10,248
Unbilled services..................................... 874 4,085 4,063
Allowance for uncollectible accounts.................. (273) (436) (431)
------ ------ -------
Accounts receivable and unbilled services, net........ $3,190 $9,550 $13,880
====== ====== =======
</TABLE>

Provisions for uncollectible accounts charged to expense were $103, $256 and
$242 in 1993, 1994 and 1995, respectively, and $132 and $63 for the periods
ended March 31, 1995 and March 29, 1996, respectively. Write-offs of
uncollectible accounts amounted to $99 and $79 for the years ended December
31, 1994 and 1995, respectively. There were no write-offs of uncollectible
accounts in 1993 or during the periods ended March 31, 1995 and March 29,
1996.

F-9
<PAGE>

RENAISSANCE SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION PERTAINING TO THE THREE MONTHS ENDED MARCH 31, 1995 AND MARCH 29,
1996 IS UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

4. MARKETABLE SECURITIES

Marketable securities are classified as available for sale and consist of
U.S. Treasury Notes and Federal Agency Bonds having maturity dates of more
than three months and are stated at fair value. Aggregate net unrealized
holding gains of $35 at December 31, 1995 and unrealized holding losses of $1
at March 29, 1996 have been included as a separate component of stockholders'
equity in the accompanying balance sheets. Certain information with respect to
the Company's marketable securities as of December 31, 1995 and March 29, 1996
is presented below.
<TABLE>
<CAPTION>
DECEMBER 31, 1995
---------------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
SECURITY TYPE COST HOLDING GAINS HOLDING LOSSES VALUE
- ------------- --------- ------------- -------------- ------
<S> <C> <C> <C> <C>
U.S. Treasury Notes............... $3,604 $31 $-- $3,635
Federal Agency Bonds.............. 1,251 5 1 1,255
------ --- ---- ------
$4,855 $36 $ 1 $4,890
====== === ==== ======
</TABLE>

<TABLE>
<CAPTION>
MARCH 29, 1996
---------------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST HOLDING GAINS HOLDING LOSSES VALUE
--------- ------------- -------------- ------
<S> <C> <C> <C> <C>
U.S. Treasury Notes............... $1,102 $-- $ 1 $1,101
Federal Agency Bonds.............. 200 -- -- 200
------ ---- ---- ------
$1,302 $-- $ 1 $1,301
====== ==== ==== ======
</TABLE>

The fair value of marketable securities, by contractual maturity, are shown
below. Actual maturities may differ from contractual maturities because
borrowers may have the right to call or prepay obligations without call or
prepayment penalties.

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 29,
1995 1996
------------ ---------
<S> <C> <C>
Due in one year or less.................................. $1,105 $ --
Due after one through three years........................ 3,785 1,301
------ ------
Total.................................................. $4,890 $1,301
====== ======
</TABLE>

There were no sales or maturities of securities during the year ended
December 31, 1995. Sales of marketable securities totalled $3,553 during the
period ended March 29, 1996.

5. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
-------------- MARCH 29,
1994 1995 1996
------ ------ ---------
<S> <C> <C> <C>
Computer hardware and software........................ $ 799 $1,506 $1,974
Furniture and fixtures................................ 276 653 732
Equipment............................................. 123 247 276
Leasehold improvements................................ 2 177 192
------ ------ ------
1,200 2,583 3,174
Less accumulated depreciation......................... (218) (549) (679)
------ ------ ------
Property and equipment, net........................... $ 982 $2,034 $2,495
====== ====== ======
</TABLE>

F-10
<PAGE>

RENAISSANCE SOLUTIONS, INC.

At December 31, 1995, the Company had a $2,000 unsecured revolving line of
credit agreement with a bank, expiring on June 1, 1996. Under the agreement,
$500 of the available borrowings have been committed under a letter of credit
to fund advances made by a United Kingdom bank to the Company's subsidiary.
Interest is payable at the bank's corporate rate (8.5% at December 31, 1995).
The loan agreement includes various customary financial and other covenants
including maintenance of minimum levels of tangible net worth and quarterly
profitability. Borrowings outstanding under the line were $1,500 and $1,100 at
December 31, 1995 and March 29, 1996, respectively.

7. GEMINI RELATIONSHIP

Teaming Agreement

The Company has entered into a Teaming Agreement dated as of October 17,
1994 (the "Teaming Agreement") with Gemini Consulting, Inc. ("Gemini")
pursuant to which the Company and Gemini have agreed to market and perform
certain service offerings on a collaborative basis. Approximately 79%, 54% and
53% of the Company's revenues in 1994 and 1995 and the period ended March 29,
1996 resulted from its relationship with Gemini; approximately 65%, 24% and
35% of revenues were from services billable to Gemini and approximately 14%,
30% and 18% of revenues were from services billable directly to third parties.
Gemini has committed to provide the Company with certain minimum bookings
during the three-year term of the Teaming Agreement, commencing November 1,
1994, subject to the satisfaction of certain conditions.

As part of the Teaming Agreement, the Company has agreed to train Gemini
personnel in the use of the "Balanced Scorecard" and certain of the Company's
other consulting methodologies during the first four years of the term of the
Teaming Agreement and to license these methodologies, to the extent developed
during the first four years of the term of the Teaming Agreement, to Gemini on
a non-exclusive basis. In exchange, Gemini has agreed to pay the Company an
annual fee of $2,000 in each of the first three years of the term of the
Teaming Agreement. Revenues are being recognized as the services are performed
over the first four years of the term of the Teaming Agreement. The Company is
also obligated to pay Gemini an annual fee of $400 in each of the first three
years of the term of the Teaming Agreement for certain training services to be
provided by Gemini to Renaissance personnel during that period.

Pursuant to the Teaming Agreement, Renaissance has agreed not to work for or
enter into any comparable teaming agreement with certain specified competitors
of Gemini during the term of the Teaming Agreement and for a period of one
year thereafter. In addition, the Teaming Agreement imposes certain
restrictions on the ability of the Company to issue additional capital stock
and on the ability of the Company's principal stockholders to dispose of their
Common Stock. The Teaming Agreement is subject to earlier termination upon the
occurrence of certain events.

On February 14, 1995, the Company and Gemini amended the Teaming Agreement
to extend the term of the Teaming Agreement from three years to five years. In
the event that the Teaming Agreement is terminated by Gemini during the first
four years following the commencement of the Teaming Agreement as a result of
the Company's breach or bankruptcy or as a result of a change in control of
the Company, Renaissance is required to pay a termination fee to Gemini in the
amount of $1,600.

Simultaneously with the closing of the Company's initial public offering on
April 11, 1995, Messrs. Harry Lasker and David Lubin and Ms. Melissa Norton,
the wife of David Norton (the "Principal Stockholders"), sold to Gemini
options for the purchase of 150,000 shares of Common Stock (the "Gemini
Options") for an

F-11
<PAGE>

RENAISSANCE SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION PERTAINING TO THE THREE MONTHS ENDED MARCH 31, 1995 AND MARCH 29,
1996 IS UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
aggregate purchase price of $675. Each Principal Stockholder sold to Gemini an
option for up to 50,000 shares of Common Stock at an exercise price equal to
$13.00 per share. The Gemini Options are transferable and are exercisable
during the four year period commencing on April 11, 1996, provided that in no
event may the Gemini Options be exercised unless and until Gemini ceases to be
subject to, or obtains a waiver of, certain regulatory and contractual
restrictions which prohibit Gemini from owning more than 4.9% of the Company.
Gemini is entitled to registration rights with respect to the Common Stock
deliverable upon exercise of the Gemini Options, and paid the purchase price
for the Gemini Options by the delivery of promissory notes to the Principal
Stockholders (the "Gemini Option Notes"). The Gemini Option Notes bear
interest at a floating rate equal to the prime rate published from time to
time in The Wall Street Journal and are payable upon the first to occur of the
exercise of the Gemini Options or April 11, 2000.

Note Payable

At December 31, 1994, Gemini had advanced the Company $2,000 for working
capital purposes. Under a revised promissory note dated January 17, 1995,
interest was payable at The Wall Street Journal prime rate plus 2%. The note
was repaid in full during 1995.

8. STOCKHOLDERS' EQUITY

Initial Public Offering

On April 11, 1995, the Company completed its initial public offering of
Common Stock, whereby the Company issued 1,400,000 shares of Common Stock and
an additional 885,000 shares were sold by existing stockholders of the
Company. The net proceeds from the sale of the shares by the Company were
approximately $15,636 after deducting offering expenses of $1,291.
Approximately $1,872 of the net proceeds of the offering were used to repay a
note due to Gemini Consulting, Inc. and $3,426 of the net proceeds were used
to repay notes payable to the Company's stockholders incurred by the Company
in connection with the payment of partnership distributions in January and
March 1995. Simultaneously with the closing of the offering the Company also
sold warrants to Gemini to acquire 633,600 shares of the Company's Common
Stock for cash of $1,600.

Preferred Stock

Authorized preferred stock consists of 2,000,000 shares, $.01 par value per
share. The Board of Directors is authorized, without shareholder approval, to
issue such shares of preferred stock in one or more series, with such rights,
preferences, privileges and restrictions, including voting rights, dividend
rights, conversion rights, redemption privileges and liquidation preferences,
as the Board of Directors may determine.

1995 Equity Incentive Plan

In January 1995, the Board of Directors adopted and the stockholders
approved the 1995 Equity Incentive Plan (the "Equity Plan"). Under the terms
of the Equity Plan, the Company is authorized to make awards of restricted
stock and to grant incentive and non-statutory options to employees of, and
consultants and advisors to, the Company to purchase shares of the Common
Stock of the Company. A total of 1,100,000 shares of Common Stock may be
issued upon exercise of options granted or awards made under the Equity Plan.
Options granted through December 31, 1995 generally vest in five equal annual
installments commencing on the first anniversary of the optionee's date of
hire.

F-12
<PAGE>

RENAISSANCE SOLUTIONS, INC.

In January 1995, the Board of Directors also adopted and the stockholders
approved the 1995 Director Stock Option Plan (the "Director Plan"), which
became effective on the closing of the Company's initial public offering.
Under the terms of the Director Plan, directors of the Company who are not
employees of the Company or any subsidiary of the Company are eligible to
receive non-statutory options to purchase shares of Common Stock. A total of
50,000 shares of Common Stock may be issued upon exercise of options granted
under the Director Plan. Options to purchase 20,000 shares of Common Stock
were granted upon appointment of two eligible directors. The exercise price of
options granted under the Director Plan is equal to the closing price of the
Common Stock on the date of grant.

A summary of activity under the Equity Plan and the Director Plan is as
follows:

<TABLE>
<CAPTION>
OPTION OPTION PRICE OPTIONS
SHARES PER SHARE EXERCISABLE
--------- ------------ -----------
<S> <C> <C> <C>
Outstanding at December 31, 1994...... -- --
Granted............................... 765,258 $8.00-$22.75
Exercised............................. (2,000) $8.00
Cancelled/expired..................... -- --
---------
Outstanding at December 31, 1995...... 763,258 $8.00-$22.75 56,513
Granted............................... 282,950 $14.25
Exercised............................. (16,500) $8.00
Cancelled/expired..................... (25,490) $8.00
---------
Outstanding at March 29, 1996......... 1,004,218 159,142
========= =======
</TABLE>

1995 Employee Stock Purchase Plan

In January 1995, the Board of Directors also adopted and the shareholders
approved the 1995 Employee Stock Purchase Plan (the "Purchase Plan"), which
became effective on the closing of the Company's initial public offering. The
Purchase Plan authorizes the issuance of up to a total of 450,000 shares of
Common Stock to participating employees. Under the terms of the Purchase Plan,
the purchase price is an amount equal to 85% of the fair market value per
share of the Common Stock on either the first day or the last day of the
offering period, whichever is lower. There were no shares acquired under the
Purchase Plan during the year ended December 31, 1995. There were 22,276
shares purchased under the plan during the three month period ended March 29,
1996.

Gemini Warrants

The Company sold two warrants (together, the "Gemini Warrants") to Gemini
upon the closing of the Company's initial public offering for an aggregate
purchase price of $1,600. One warrant is exercisable for a two year period
beginning on April 11, 1996 for up to 313,600 shares of Common Stock at an
exercise price equal to $13.00 per share. The second warrant will not become
exercisable unless Gemini ceases to be subject to, or obtains waivers of,
certain regulatory and contractual restrictions which prohibit Gemini from
owning more than 4.9% of the Company. If this condition is satisfied, the
second warrant will be exercisable for a three year period beginning on the
date such condition is satisfied, provided that in no event may the second
warrant be exercised prior to April 11, 1996 or after November 1, 1999. The
second warrant will be exercisable for up to 320,000 shares of Common Stock at
an exercise price equal to $19.50 per share. Gemini is entitled to
registration rights with respect to the Common Stock issuable upon exercise of
the Gemini Warrants.

F-13
<PAGE>

RENAISSANCE SOLUTIONS, INC.

In January and March 1995, the Partnership declared and made partnership
distributions totalling $3,426 evidenced by delivery of the Company's
promissory notes which were paid with proceeds from the Company's initial
public offering. Distributions in excess of earnings were reclassified to paid
in capital pursuant to Securities and Exchange Commission Staff Accounting
Bulletin Topic 4:B.

9. INCOME TAXES

The provision (credit) for income taxes on a pro forma basis is as follows:

<TABLE>
<CAPTION>
YEARS ENDED
DECEMBER 31,
--------------------
1993 1994 1995
----- ----- ------
<S> <C> <C> <C>
Current taxes:
Federal................................................. $ -- $ 453 $1,665
State................................................... -- 140 562
----- ----- ------
Total current......................................... -- 593 2,227
----- ----- ------
Deferred taxes:
Federal................................................. (589) (95) --
State................................................... (104) (17) --
Change in valuation allowance........................... 606 (570) --
----- ----- ------
Total deferred........................................ (87) (682) --
----- ----- ------
Tax benefit of loss carryforward.......................... -- 682 --
----- ----- ------
Total provision....................................... $ (87) $ 593 $2,227
===== ===== ======
</TABLE>

Effective with the closing of the Company's initial public offering, the
Company's S corporation election was automatically terminated. The cumulative
effect at December 31, 1995 of temporary differences between financial
accounting and income tax reporting was not material.

The reconciliation of the Company's pro forma income tax provision to the
statutory federal tax rate is as follows:

<TABLE>
<CAPTION>
YEARS ENDED
DECEMBER 31,
-------------------
1993 1994 1995
----- ----- ----
<S> <C> <C> <C>
Statutory tax rate......................................... (34.0)% 34.0% 34.0%
State income taxes--net of federal benefit................. (6.0) 6.0 6.0
Change in valuation allowance.............................. 34.8 (20.4) --
Other...................................................... 0.2 1.6 --
----- ----- ----
Effective income tax rate.................................. (5.0)% 21.2% 40.0%
===== ===== ====
</TABLE>

The tax provision for the period ended March 29, 1996 is based upon the
estimated effective tax rate of 39% for the entire fiscal year. As of December
31, 1995 the Company had no net operating loss carryforwards.

F-14
<PAGE>

RENAISSANCE SOLUTIONS, INC.

Operating Leases

The Company is obligated under a lease for office space and several
equipment leases through 2002. The current office space is being sublet by the
Company from another party. The amended office lease provides for increases in
rental payments over the life of the lease. Rent expense is being recognized
on a straight-line basis over the term of the lease. The Company is also
required to pay a pro rata share of common area maintenance charges. Total
rent expense under all operating leases for the years ended December 31, 1993,
1994 and 1995 was $159, $245 and $601, respectively.

Future minimum payments under the office space and equipment leases at
December 31, 1995 are as follows:

<TABLE>
<CAPTION>
OFFICE EQUIPMENT TOTAL
------ --------- ------
<S> <C> <C> <C>
1996.................................................... $1,056 $ 43 $1,099
1997.................................................... 1,104 42 1,146
1998.................................................... 1,144 36 1,180
1999.................................................... 1,053 17 1,070
2000.................................................... 189 -- 189
Thereafter.............................................. 412 -- 412
------ ---- ------
$4,958 $138 $5,096
====== ==== ======
</TABLE>

Employment Agreements

In connection with the Reorganization, the Company entered into employment
agreements with its two co-chairmen and the president and chief executive
officer (the "Employment Agreements"). Each Employment Agreement provides for
a term of two years and an initial annual base salary of $500. Each Employment
Agreement provides that the officer will be eligible for bonuses at the
discretion of the Board of Directors if the officer satisfies targeted
performance objectives. In January 1995, the Company entered into employment
agreements (the "Executive Agreements") with its executive vice president,
senior vice president and chief financial and operating officer which provide
annual salaries of $375, $300 and $250, respectively. Each Executive Agreement
may be terminated upon 30 days' written notice by either party.

Receivable from officers/shareholders at December 31, 1995 included $150 of
aggregate 1995 salary foregone by the Company's two co-chairmen and the
president and chief executive officer and $100 of excess premiums for
directors and officers liability insurance purchased by the Company at the
request and expense of such officers. The receivable was collected in 1996.

11. BUSINESS SEGMENT INFORMATION

The Company operates in one business segment.

F-15
<PAGE>

RENAISSANCE SOLUTIONS, INC.

Revenues of the Company's U.K. subsidiary totalled approximately $2,691, or
12% of consolidated 1995 revenues, and $1,255, or 16% of consolidated revenues
for the period ended March 29, 1996. Income from operations for the Company's
U.K. subsidiary for the year ended December 31, 1995 and the period ended
March 29, 1996 was $591 and $274, respectively and identifiable assets at
December 31, 1995 and March 29, 1996 were $879 and $1,036, respectively. The
Company's U.K. subsidiary had no material operations in 1994 or for the period
ended March 31, 1995. Revenues from customers outside of North America,
primarily in the United Kingdom, accounted for approximately 16%, 8% and 16%
of total revenues for the year ended December 31, 1993, 1994 and 1995,
respectively, and 11% and 19% for the periods ended March 31, 1995 and March
29, 1996, respectively.

Major Customer and Credit Concentration Information

Revenues from certain of the Company's largest customers individually
exceeded 10% of revenues as follows:

<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED DECEMBER 31, ENDED
---------------------------- MARCH 29,
CUSTOMER 1993 1994 1995 1996
-------- ------- ------- ------- ------------
<S> <C> <C> <C> <C>
A.............................. 24% 65%* 24% 35%
B (Three divisions)............ 14 36 39
C.............................. 12
D.............................. 12
E.............................. 18
F.............................. 14
G.............................. 16
</TABLE>
- --------
* 45% of total revenues in 1994 were from services provided by the Company to
Customer C as a subcontractor of Customer A.

The Company's customers are principally large corporations from whom the
Company does not require collateral. The Company has not experienced
significant losses related to receivables from individual customers or groups
of customers in a particular industry or geographic area. The Company
maintains reserves for potential credit losses which to date have not been
significant.

12. 401(K) PROFIT-SHARING PLAN

The Company has a 401(k) profit-sharing plan (the "Plan") established in
1994 and covering substantially all domestic employees. The Plan allows each
participant to defer up to 20% of annual earnings up to an amount not to
exceed an annual statutory maximum. Subject to the approval of the Board of
Directors on an annual basis, the Company may make profit-sharing
contributions and/or match employee deferrals. For the years ended December
31, 1994 and 1995, the Company's contributions totalled $14 and $25,
respectively.

F-16
<PAGE>

[Graphic entitled "Renaissance Solutions, Inc. Meeting Needs for Business
Information, Decision Support and Skill Development." Contains screen shot of a
desktop application.]
<PAGE>

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NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY IN-
FORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, ANY SELLING
STOCKHOLDER OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY TO ANY PERSON IN ANY JURISDICTION
IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM
IT IS UNLAWFUL TO MAKE SUCH A SOLICITATION OR OFFER. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY OFFER OR SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUM-
STANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF THE COMPANY OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
DATE SUBSEQUENT TO THE DATE HEREOF.

-----------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary......................................................... 3
Risk Factors............................................................... 5
The Company................................................................ 12
Use of Proceeds............................................................ 13
Price Range of Common Stock................................................ 13
Dividend Policy............................................................ 14
Capitalization............................................................. 15
Selected Consolidated Financial Data....................................... 16
Management's Discussion and Analysis
of Financial Condition and Results of
Operations................................................................ 17
Business................................................................... 24
Management................................................................. 37
Certain Transactions....................................................... 43
Principal and Selling Stockholders......................................... 45
Description of Capital Stock............................................... 47
Shares Eligible for Future Sale............................................ 49
Underwriting............................................................... 51
Legal Matters.............................................................. 53
Experts.................................................................... 53
Additional Information..................................................... 53
Index to Consolidated Financial
Statements................................................................ F-1
</TABLE>

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1,347,500 SHARES

RENAISSANCE SOLUTIONS, INC.

COMMON STOCK

-------------
PROSPECTUS
-------------

HAMBRECHT & QUIST

COWEN & COMPANY

ROBERTSON, STEPHENS & COMPANY

May 14, 1996

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