System Software Associates Completes Oversubscribed Public Offering.

CHICAGO--(BUSINESS WIRE)--Sept. 17, 1997--

Company Raises $138 Million to Enhance Field Operations,

Marketing Investments

System Software Associates (SSA), one of the fastest growing major package application vendors, today announced the successful completion of a public financing transaction that raised $138 million in cash for the company. The funds will be used to repay all of the firm's short-term indebtedness; expand field sales, customer support operations and global marketing efforts; and increase the company's working capital. The transaction was priced on Sept. 8, 1997 and closed on Sept. 12, 1997.

The securities sold were $138 million principal amount of convertible subordinated notes underwritten by Hambrecht & Quist LLC and Lazard Freres & Co., LLC due 2002. The interest rate was set at 7 percent and the notes are convertible into shares of SSA common stock at a conversion price of $18.06 per share, 24% above the market price of SSA common stock on the day the notes were priced. The public offering was oversubscribed three times, allowing the amount of the offering to increase from $100 million to $120 million. The underwriters also exercised an option granted to them by the company to purchase an additional $18 million of notes to cover over-allotments (green shoe).

The investment represents strong confidence in SSA from the investment community as well as the industrial enterprise resource planning (ERP) marketplace.

Investor confidence in SSA was buoyed by three successive strong quarterly earnings reports. Year-to-date, software license fees for the company have grown 47 percent; and by 84 percent in its most recently completed quarter when compared to the same period a year ago. For the last four quarters, the company has generated $414 million of total revenues.

SSA's flagship product line BPCS (Business Planning and Control Systems) is used by more than 8,500 companies at 25,000 sites worldwide by more than 3,000,000 end users. BPCS Client/Server Version 6 has been purchased by over 700 companies and is in operation or being implemented at over 3,000 sites worldwide.

With BPCS Client/Server version 6.0, SSA has successfully addressed the most crucial issues facing the ERP marketplace, the implementation and integration of package applications. SSA has reduced time-to-benefit implementation cycles to 6 to 12 months, down from an industry average of 12 to 24 months. At the core of BPCS Client/Server is its object-based architecture, called DOCA (Distributed Object Computing Architecture), which is specifically designed for enterprise-wide application in industrial sector companies. DOCA is optimized to support high transaction volumes in a functionally rich, distributed data processing, client/server environment. DOCA's object-based architecture provides inherent flexibility, enabling the rapid reconfiguration of BPCS Client/Server applications. This allows organizations to quickly and easily alter the solutions in response to new business and market challenges.

About SSA

Headquartered in Chicago, SSA has the most extensive global presence of any ERP vendor today, with more than 2,100 employees at offices across the U.S. and is represented in more than 90 countries worldwide. Key markets for its packaged solutions include consumer goods, chemicals, automotive, electronics, food and beverage, forest products, and pharmaceuticals. SSA has been chosen by the world's leading industrial sector firms as the best way forward. The Company's product line, BPCS Client/Server version 6.0, is currently being implemented in more than 700 industrial sector firms in over 3,000 sites worldwide. The BPCS Client/Server solution delivers unparalleled agility and re-configurability to meet changing market demands through a quantum leap forward in ERP technology that delivers significant business benefits, including century dating. The BPCS Client/Server product suite delivers competitive advantage by integrating all mission critical operations from global financials to multi-mode manufacturing to management of the total supply chain, including Electronic Commerce and EDI. SSA's Distributed Object Computing Architecture (DOCA) provides the computing platform choice, whether IBM AS/400 or RS/6000, Digital, Hewlett-Packard, a combination of these or server access via the Internet. Database options include Oracle, Informix and DB2/400. Over 8,500 clients in over 25,000 sites in various vertical markets - automotive, chemical, consumer goods, electronics, fabrication and assembly, food/beverage, forest products, pharmaceuticals - have implemented an SSA BPCS ERP system. SSA and its strategic partners provide full implementation support for BPCS Client/Server in over 90 countries worldwide. Visit SSA's home page at http://www.ssax.com.

Editor's Note: BPCS is a registered trademark of SSA. BPCS Client/Server and DOCA are trademarks of SSA.

CONTACT: System Software Associates, Inc.

Robert F. Hoyt, 508/893-7197

Fax: [phone]

E-mail: [e-mail]

Jan Cusumano, 312/474-7243

Fax: [phone]

E-mail: [e-mail]