EBSCO Industries, Inc., (EBSCO) the global leader for the delivery of integrated information systems and services, has executed definitive agreements to acquire the U.S. operations of RoweCom, Inc. (RoweCom) which includes the operations of Dawson, Inc., Dawson Information Quest, Inc., The Faxon Company, Inc., Turner Subscription Agency, Inc., McGregor Subscription Service, Inc., and Corporate Subscription Services, Inc.

The acquisition is contingent on, among other things, (1) U. S. bankruptcy court approval, (2) successful closure by EBSCO of its acquisition of RoweCom's European operations, and (3) support of publishers representing at least 50 percent of the aggregate monetary amount paid to RoweCom by customers which was not subsequently forwarded on to publishers on behalf of these customers.

U.S bankruptcy court approval is expected by early April. EBSCO expects to receive French regulatory approval and close the RoweCom Europe acquisition in two to three weeks. The publisher support contingency could be satisfied even sooner. Following is a brief status of actions that have been taken and are underway to secure support of publishers.

Between February 20th and 24th, letters were sent to all of the publishers (approximately 25,000) with whom RoweCom has a business relationship to solicit their support (participation). When a publisher agrees to participate, they agree to fulfill subscriptions to their publications for which a RoweCom customer paid RoweCom, but for which the publisher did not receive payment. In exchange for agreeing to send issues, publishers are to receive the equivalent of the RoweCom customer's claim on the bankrupt RoweCom estate to the extent of the value of the subscriptions they have agreed to fulfill. To effect this exchange and to receive the full benefit of said publisher participation, library creditors of RoweCom should execute the assignment of their claim to participating publishers. The mechanics of how this works are more fully described in the next paragraph and subsequent example.

Simultaneous to the publisher mailing, letters were also sent to all U.S. customers of RoweCom U.S.A. The purpose of these letters was to ascertain if a RoweCom customer who currently has a claim against the bankrupt RoweCom estate (i.e., had paid RoweCom for journal orders for which payment was never forwarded to publishers) would agree to participate by assigning their bankruptcy claims to publishers agreeing to participate. RoweCom customers would only be agreeing to exchange their claim to the extent publishers agree to fulfill issues. See the following example:

Example:
Assume a customer ordered and paid for 10 titles each costing $100.00 for a total payment of $1,000.00 previously made to RoweCom. Assume a different publisher publishes each title so there are 10 publishers. Assume RoweCom paid none of the publishers. Finally, assume seven of the 10 publishers agree to participate.

The customer initially has a claim on the RoweCom estate equal to $1,000.00. Should the customer decide to sign the letter and assign their claim in exchange for issues, they would receive issues for seven of their 10 journals (the journals of the seven participating publishers). They would not receive graced issues for the journals of the three non-participating publishers but would retain their bankruptcy claim related to the value of the three journals ($300.00).

Please note: All a customer has to do to take advantage of the publisher offer, and all a publisher has to do to indicate they would like to become a participating publisher is the following:
1. Sign the 'RoweCom Prepaid Order Agreement' letter. The letter is duplex printed with the Customer Agreement on one side and the Publisher Agreement on the other. Customers should sign the side of the letter that contains the words 'Customer Agreements' after the first paragraph. Publishers should sign the side of the letter that contains the words 'Publisher Agreements' after the first paragraph.
   
2. Return the signed 'RoweCom Prepaid Order Agreement' letter to the following address:

   RoweCom Prepaid Order Return
   c/o Kurtzman Carson Consultants LLC
   5301 Beethoven Street, Suite 102
   Los Angeles, CA 90066

   The letters have a requested return date of March 15, 2003. It is critical that customers and publishers reply promptly, in order to expedite closure to the situation and confirm the journal orders that will be fulfilled by participating publishers. Return of the letters via a traceable method is encouraged, as is expedited courier delivery of returned letters from publishers located outside the U.S.

   The communication process is being managed by Kurtzman Carson Consultants, LLC. (Kurtzman). As publishers sign on to participate, Kurtzman will be posting the names of the participating publishers to their Web site www.kccllc.net/rowecom.

Once publishers and customers have responded, the responses will be cross-matched to determine the exact publications publishers have agreed to deliver to each participating customer. These details will be supplied to participating customers. Likewise, publishers will be supplied details of the journal orders they have agreed to fulfill and the associated customers to receive these journals. RoweCom personnel out of Westwood, Mass. will manage this process. Most continuing RoweCom clients can expect to be supported by existing RoweCom customer service staff with regard to their orders. Further information including frequently asked questions and answers will be available shortly on the RoweCom website at www.faxon.com and on the Kurtzman website at www.kccllc.net/rowecom.

About EBSCO Industries, Inc.
EBSCO Industries, Inc. is a global corporation with sales, service and manufacturing subsidiaries at work in 19 countries around the world. EBSCO's business interests include information management services, online and print journal subscription services, online research databases, real estate development, commercial printing and more. EBSCO, an acronym for Elton B. Stephens Company, is based in Birmingham, Alabama and employs 4,000 people around the world. Additional information on EBSCO Industries is available from www.ebscoind.com.

About RoweCom/divine Information Services RoweCom, acquired by divine in November 2001, offers a wide range of content sources and innovative technologies and provides information specialists, particularly in the library, with complete solutions serving all their information needs, in print or electronic format.

Release Date: March 5, 2003