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Veronis Suhler Stevenson Represents Sterling Publishing
In Sale to Barnes & Noble

NEW YORK (December 13, 2002) - Barnes & Noble, Inc. (NYSE: BKS), the world's largest bookseller, has reached an agreement to purchase Sterling Publishing, one of the top 25 publishers in America and the industry's leading publisher of how-to books, for an undisclosed amount. Media merchant bank Veronis Suhler Stevenson represented Sterling on the sale.

VSS Managing Director represented Sterling on the sale. This is the third book publishing transaction the firm has handled this year. This past spring, VSS represented consumer book publisher Running Press in its sale to Perseus Books, and children's book publisher Troll Communications LLC's sale to Quad Ventures.

"Sterling has been a great publishing success story since its founding in 1949, with a history of innovation, creativity and growth," said Mr. Broadwater. "And the same can be said of Barnes & Noble. The creative combination of these two dynamic companies represents a significant development for the book publishing industry."

Sterling Publishing has achieved robust growth over the past decade and, despite a sluggish book market, has realized double-digit increases over the past two years. With an active list of more than 4,500 titles, it publishes more than 1,000 new titles annually. As the world's leading publisher of how-to books, Sterling has exceptional strength in art technique, gardening, cooking, health, crafts, and house and home. In 2002, Sterling signed a long-term agreement with Hearst Books, under which it has exclusive rights to Hearst's current titles, including perennial bestsellers, such as The Good Housekeeping Cookbook and Chapman's Piloting. The companies are also jointly developing an extensive publishing program based upon content from Hearst's strong list of branded magazines, including Good Housekeeping, Country Living, Victoria, Popular Mechanics and Esquire.

According to Mr. Lincoln Boehm, the co-owner of Sterling Publishing, "Barnes & Noble will be a wonderful home for our great employees, our solid authors, and our strong group of distribution clients. The Barnes & Noble brand is one of the best recognized in the U.S., and the company has some exciting ideas for expanding our publishing programs and continuing our growth."

"We are very excited about this acquisition, because it brings two companies together with very similar publishing visions," said Steve Riggio, chief executive officer of Barnes & Noble. "Sterling has a winning combination of superior content and value pricing. They have their finger on the pulse of what American consumers buy, and it directly overlaps many of Barnes & Noble's strongest categories. We believe that the strengths of each company will enable us to maximize value out of our respective retail and publishing enterprises. We expect this acquisition will enhance the earnings of Barnes & Noble, as it will be a catalyst to driving sales growth in our stores via the publication and promotion of exciting and highly profitable titles that represent exceptional value to our customers. Additionally, Sterling's well-developed sales force gives us an immediate solution to distributing Barnes & Noble publications to the trade and special markets."Barnes & Noble said that Sterling Publishing would remain a separate business unit, with its present management in place. The acquisition is expected to close within 45 days and is subject to Hart-Scott-Rodino clearance.About Barnes & Noble, Inc. Barnes & Noble, Inc. (NYSE: BKS) is the world's largest bookseller, operating 620 Barnes & Noble bookstores in 49 states. It also operates 281 B. Dalton Bookseller stores, primarily in regional shopping malls. The company offers titles from more than 50,000 publisher imprints, including thousands of small, independent publishers and university presses. It conducts its e-commerce business through Barnes & in which it owns an approximate 36% interest.Barnes & Noble also has approximately a 60% interest in GameStop (NYSE: GME), the nation's largest video-game and entertainment-software specialty retailer with 1,200 stores.General financial information on Barnes & Noble, Inc. can be obtained via the Internet by visiting the company's corporate Web site: <>About Sterling Publishing Co., Inc. Sterling is one of the world's leading publishers of nonfiction titles with over 4,500 books in print. Among its best-selling titles are Biggest Riddle Book in the World, The Illustrated Dream Dictionary, and Windows on the World Complete Wine Course. With an unusual title and packaging, Yoga for Wimps became an in-house bestselling title in 2001, and marked the launch of an ongoing series.

About Veronis Suhler Stevenson
Veronis Suhler Stevenson is a leading independent merchant bank dedicated to the media, communications and information industries. VS&A Communications Partners III, L.P. (Fund III) is the third private equity fund managed by Veronis Suhler Stevenson. Capitalized at $1 billion, it is one of the largest private equity funds dedicated exclusively to investments in the media, communications and information industries. Together with Fund III's predecessor funds, VS&A Communications Partners have invested in 28 platform companies across media segments and the realized and unrealized enterprise value of these investments total over $5 billion.



Kerry Murphy


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