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VS&A Communications Partners II Announces Successful Acquisition of T/SF Communications Corporation

NEW YORK -- (Nov. 3, 1997) -- VS&A Communications Partners II, L.P, a $330 million private equity fund affiliated with the New York-based media and communications investment bank Veronis Suhler & Associates, Inc., announced that it has successfully completed the financing and acquisition of T/SF Communications Corp., a diversified business media company, for $145 million.

Ian Thomas has been named president and chief executive officer. Mr. Thomas is a former member of the board of directors of Reed Elsevier Plc and Reed International Plc and former chief executive officer of Reed Telepublishing Ltd. While at Reed Elsevier, Mr. Thomas was responsible for growing the revenue of Reed Telepublishing twenty-fold through major acquisitions and internal expansion. "I look forward to working closely with the existing management team to seek out additional opportunities for investment and expansion," said Mr. Thomas.

T/SF Communications Corp., with operations in New York and Tulsa, Oklahoma, derives its revenue from two lines of business: information services and business-to-business communications. Two subsidiaries provide revenue in the database information services arena: Transportation Information Services, Inc., which is the leading provider of pre-employment screening information used by the trucking industry; and CORSEARCH, Inc., the second largest U.S. provider of trademark and trade name research to law firms and corporations.

In the business-to-business communications segment, the company has three subsidiaries: Atwood Convention Publishing, Inc., the largest domestic independent publisher of exposition and association publications and directories; Galaxy Registration, Inc., the largest provider of trade show and convention registration, exhibitor information and "lead" management services in the U.S.; and G.E.M. Communications, Inc., which owns and operates World Gaming Congress, the world's largest trade show catering to the legalized gaming industry, and publishes business-to-business magazines directed to the legalized gaming industry, including IGWB (International Gaming and Wagering Business) the leading publication catering to gaming industry executives.

The company's other major title is Casino Executive, directed at gaming industry executives in North America.

Both T/SF's database information services and its business-to-business communications subsidiaries have long shown strong growth and profitability. Approximately 45% of the company's revenues come from database information services, with appoximately 55% coming from business-to-business communications. As a whole, the company had pro forma EBITDA margins of 19.3% for the year ended December 1, 1996, with the business-to-business communications segment of the company showing pro forma margins of 14% and the database information services group showing margins of 23%.

Howard G. Barnett, Jr., former chairman, president and chief executive officer of T/SF, who is remaining with the company as director of business development, stated: "This is the end of a long process that we embarked on over eight months ago to create value and liquidity for our shareholders. This transaction accomplishes this task, as well as providing new ownership for the T/SF operating units that can bring additional capital, information and publishing expertise, and acquisition opportunities to bear on their future growth."

Jeffrey Stevenson, president and general partner of VS&A Communications Partners II, L.P., stated: "T/SF consists of a number of fine companies which will benefit from Veronis Suhler's extensive involvement in the business media sector. We look forward to the prospect of working with the people of T/SF to create new and larger opportunities for each business."

Jeffrey Tannenbaum, president of Fir Tree Partners, stated: "It was not a difficult decision for us to remain as investors in T/SF after the ownership change. VS&A Communications Partners has a long track record of providing exceptional returns on investment for its financial partners."

The transaction took the form of a self tender offer by T/SF for all of the shares of T/SF at a price of $40.25 in cash net per share. Veronis Suhler simultaneously acquired newly issued shares of T/SF and financed the share repurchase through a $75 million bridge loan and a $25 million revolving loan from First Union Capital Markets Corp. The bridge loan and revolving loan were paid down through $100 million debt offering which closed October 29th. The bonds, which are due in the year 2007, carry a 10 3/8% coupon and are rated B-3 by Moody's and B- by Standard & Poor's. Fir Tree Partners, major stockholders of T/SF, did not tender their T/SF shares and will continue as investors in T/SF alongside of VS&A Communications Partners II, L.P..

For more information on VS&A Communications Partners II, L.P, and its investment criteria, contact Jeffrey T. Stevenson, president and general partner, , New York, New York 10022, or call at (

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