VESTCOM INTERNATIONAL INC, S-1/A, 1997-05-08

VESTCOM INTERNATIONAL INC
S-1/A, 1997-05-08
BUSINESS SERVICES, NEC

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<PAGE> 1

REGISTRATION NO. 333-23519

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 1

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

VESTCOM INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
NEW JERSEY 7389 22-3477425
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>

1100 VALLEY BROOK AVENUE
LYNDHURST, NEW JERSEY 07071
(201) 935-7666
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------

JOEL CARTUN

PRESIDENT
VESTCOM INTERNATIONAL, INC.
1100 VALLEY BROOK AVENUE, LYNDHURST, NEW JERSEY 07071
(201) 935-7666
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------

COPIES TO:

<TABLE>
<S> <C>
ALAN WOVSANIKER, ESQ. DAVID W. POLLAK, ESQ.
LAURA R. KUNTZ, ESQ. HOWARD L. SHECTER, ESQ.
LOWENSTEIN, SANDLER, KOHL, FISHER & BOYLAN, P.A. MORGAN, LEWIS & BOCKIUS LLP
65 LIVINGSTON AVENUE 101 PARK AVENUE
ROSELAND, NEW JERSEY 07068 NEW YORK, NEW YORK 10178-0060
(201) 992-8700 (212) 309-6000
</TABLE>

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------

CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------

<TABLE>
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS MAXIMUM AGGREGATE
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
REGISTERED REGISTERED(1) PER UNIT(2) PRICE(2) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------
Common Stock, no par value.................. 4,427,500 shares $13.00 $57,557,500 $17,442(3)
================================================================================================================
</TABLE>

(1) Includes 577,500 shares issuable upon exercise of the Underwriters'
over-allotment option.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 of the Securities Act of 1933.

(3) Previously paid.

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there by any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such State.

SUBJECT TO COMPLETION, DATED MAY 8, 1997

3,850,000 SHARES
VESTCOM INTERNATIONAL, INC.
COMMON STOCK
------------------------
All of the shares of the Company's Common Stock (the "Common Stock")
offered hereby (the "Shares") are being sold by Vestcom International, Inc. (the
"Company").

Prior to the Offering, there has been no public market for the Company's
Common Stock. It is anticipated that the initial public offering price will be
between $11.00 and $13.00 per share. See "Underwriting" for a discussion of the
factors to be considered in determining the initial public offering price.

The Company has applied for listing of the Common Stock on the Nasdaq
National Market under the symbol "VESC."

SEE "RISK FACTORS" BEGINNING ON PAGE 8 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SHARES.
------------------------
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.

<TABLE>
<CAPTION>
=================================================================================================
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share......................... $ $ $
Total(3).......................... $ $ $
=================================================================================================
</TABLE>

(1) See "Underwriting" for information concerning indemnification of the
Underwriters and other information.

(2) Before deducting expenses of the Offering payable by the Company estimated
at $2.0 million.

(3) The Underwriters have been granted an option, exercisable within 30 days
from the date hereof, to purchase up to 577,500 additional shares of Common
Stock at the Price to Public per share, less the Underwriting Discount, for
the purpose of covering over-allotments, if any. If the Underwriters
exercise such option in full, the total Price to Public, Underwriting
Discount and Proceeds to Company will be $ , $ and
$ , respectively. See "Underwriting."
------------------------

The Shares are offered severally by the Underwriters when, as and if
delivered to and accepted by them, subject to their right to withdraw, cancel or
reject orders in whole or in part and subject to certain other conditions. It is
expected that delivery of certificates representing the Shares will be made
against payment on or about , 1997 at the office of Oppenheimer &
Co., Inc., Oppenheimer Tower, World Financial Center, New York, New York 10281.

------------------------
OPPENHEIMER & CO., INC. PRUDENTIAL SECURITIES INCORPORATED
The date of this Prospectus is , 1997.

<PAGE> 3

[COMPANY GRAPHICS TO BE INSERTED]

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK.
SPECIFICALLY, THE UNDERWRITERS MAY OVER-ALLOT IN CONNECTION WITH THE OFFERING
AND MAY BID FOR AND PURCHASE SHARES OF THE COMMON STOCK IN THE OPEN MARKET. FOR
A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."

2
<PAGE> 4

PROSPECTUS SUMMARY

Concurrently with the consummation of the offering made hereby (the
"Offering"), Vestcom plans to acquire, in separate transactions (collectively,
the "Acquisitions"), in exchange for consideration including shares of its
Common Stock, seven companies which provide computer output and document
management services (collectively, the "Founding Companies"). Unless otherwise
indicated by the context, references herein to "Vestcom" mean Vestcom
International, Inc. and to the "Company" mean Vestcom and the Founding
Companies. Vestcom currently has no business operations other than activities
relating to the Acquisitions. Unless otherwise indicated, all references to the
business of the Company refer to the businesses of the Founding Companies as
they are currently being conducted on an independent basis.

The following summary is qualified in its entirety by, and should be read
in conjunction with, the more detailed information and financial statements and
pro forma financial information, including the notes thereto, appearing
elsewhere in this Prospectus. Unless otherwise indicated, all financial
information, share and per share data in this Prospectus (i) give effect to the
Acquisitions, (ii) assume no exercise of the Underwriters' over-allotment
option, (iii) assume no exercise of stock options to purchase shares of the
Company's Common Stock which have been or will be granted prior to or
immediately after the Offering under the Company's stock option plan and (iv)
assume that the initial public offering price is $12.00 per share, the mid-point
of the range set forth on the cover of this Prospectus. In addition, all
earnings per share and pro forma book value per share calculations contained in
this Prospectus assume that fifty percent (50%) of all shares of Common Stock
which may be issued pursuant to certain earn-out provisions contained in the
acquisition agreements pertaining to four Founding Companies will have been
issued, consistent with management's current estimate of the percentage of the
earn-outs that are reasonably likely to be achieved. See "Certain
Transactions -- Organization of the Company -- Acquisitions" and "-- Canadian
Acquisition."

THE COMPANY

Vestcom was incorporated in September 1996 to create an international
provider of computer output and document management services. The Company plans
to achieve this goal by acquiring companies that provide similar and
complementary services in the highly fragmented computer output and document
management services industry. Upon the consummation of the Offering, Vestcom
will concurrently acquire seven computer output and document management services
companies servicing various markets in the Northeast, Midwest and Southeast
regions of the U.S. and in the Province of Quebec, Canada. The Company intends
to operate on a decentralized basis with each acquired company's local
management continuing to exercise responsibility for customer relationships and
day-to-day operating decisions. Each acquired company will be supported by
marketing and product development programs, financial controls and operating
systems provided by Vestcom.

The seven Founding Companies provide a number of value-added services
including (i) the production and distribution of time-sensitive
computer-generated documents on paper, compact disc, microfiche, microfilm and
labels, (ii) demand publishing, (iii) mailing services, (iv) marketing materials
fulfillment and (v) forms management. Applications of Vestcom's services include
printing and mailing of computer-generated brokerage statements, invoices,
cellular telephone bills, management reports and supermarket point-of-purchase
shelf labels. These services are primarily offered to large corporations on a
repetitive (e.g., daily, weekly, monthly, quarterly) basis and typically result
in a recurring source of revenue.

The Company believes that the computer output and document management
market that the Company services was over $20 billion in 1996. Industry sources
have estimated that the North American market for outsourcing of the production
and distribution of computer-generated documents was $5 billion in 1996 and will
grow to approximately $14 billion by the year 2000. Vestcom further believes
that over 5,000 companies currently are in the computer output and document
management services industry with fewer than 100 companies having revenues in
excess of $10 million. By consolidating several regional companies, the Company
believes it will be positioned to gain a greater market share through the
provision of cost-effective, technologically advanced computer output services
in the U.S. and portions of Canada (and eventually on a broader international
scale).

3
<PAGE> 5

The Company's strategy of becoming a leading international provider of
computer output and document management services includes the following:

- Provide a broad range of high quality computer output and document
management services at competitive costs from multiple locations

- Capitalize on cross-selling opportunities to expand the range of services
provided to existing customers as well as to broaden the Company's
customer base

- Provide complete outsourcing solutions for customers by assuming most of
the document output and distribution responsibilities previously
performed by the customers' in-house operations

- Operate with a decentralized management philosophy to provide
personalized customer service and a motivating environment for employees

- Achieve cost savings through consolidation and economies of scale by: (i)
consolidating a number of administrative functions; (ii) combining the
purchasing of such items as materials and supplies, equipment maintenance
and employee benefits; (iii) reducing or eliminating redundant functions
and facilities; and (iv) sharing production through a communications
network to maximize equipment utilization and to speed delivery

Vestcom intends to grow through the acquisition of companies with similar
or complementary businesses in new geographic markets, by making tuck-in
acquisitions within its existing markets, by cross-selling its various services
among the clients of the Founding Companies and of other acquired companies and
by acquiring the in-house computer output centers of targeted corporations. The
Company believes that it will be an attractive acquiror of other computer output
and document management services companies due to its strategy of retaining the
management of acquired companies and offering members of such management the
opportunity to become stockholders of Vestcom.

The Company believes that the consolidation of computer output and document
management services businesses will provide it with a significant competitive
advantage over existing smaller competitors and will permit it to take advantage
of the significant increase in outsourcing of computer output and document
management services. As the Company increases its presence in certain geographic
markets, it expects to be able to capitalize on its existing client
relationships, technical expertise, additional operating efficiencies, enhanced
marketing initiatives and national account programs.

4
<PAGE> 6

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered by the Company.......... 3,850,000 shares
Common Stock to be outstanding after the
Offering(1)................................ 7,997,303 shares
Use of proceeds.............................. To pay the cash portion of the purchase price
for the Founding Companies, to repay certain
indebtedness of Vestcom and of the Founding
Companies, to pay certain fees in connection
with the Acquisitions and for general
corporate purposes, which are expected to
include future acquisitions.
Proposed Nasdaq National Market Symbol....... VESC
</TABLE>

- ---------------
(1) The number of shares to be outstanding on completion of the Offering
excludes (x) up to an aggregate of 903,971 additional shares which may be
issued in connection with the Acquisitions of four Founding Companies
pursuant to certain earn-out provisions if specified revenue and earnings
thresholds are achieved, (y) 577,500 shares issuable upon exercise of the
Underwriters' over-allotment option and (z) 700,000 shares of Common Stock
reserved for issuance under the Company's 1997 Equity Compensation Program
(the "Stock Option Plan"). See "Certain Transactions -- Organization of the
Company -- Acquisitions" and "-- Canadian Acquisition" and
"Management -- Stock Option Plan."

RISK FACTORS

An investment in the Shares being offered by this Prospectus involves a
high degree of risk. See "Risk Factors."

5
<PAGE> 7

SUMMARY PRO FORMA FINANCIAL DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

Vestcom will acquire the Founding Companies concurrently with and as a
condition to the consummation of the Offering. The following summary unaudited
pro forma financial data present certain data for the Company, as adjusted for
(i) the effects of the Acquisitions on an historical basis, (ii) the effects of
certain pro forma adjustments to the historical financial statements and (iii)
the consummation of the Offering. See "Selected Financial Data" and the
Unaudited Pro Forma Financial Statements and the notes thereto included
elsewhere in this Prospectus.

<TABLE>
<CAPTION>
PRO FORMA(1)
-----------------
YEAR ENDED
DECEMBER 31, 1996
-----------------
<S> <C>
STATEMENTS OF OPERATIONS DATA (UNAUDITED):
Revenues................................................................... $ 65,287
Gross profit............................................................... 21,865
Selling, general and administrative expenses(2)............................ (15,029)
Goodwill amortization(3)................................................... (1,112)
--------
Income from operations..................................................... 5,724
Other, net................................................................. 190
--------
Income before provision for income taxes................................... 5,914
Provision for income taxes................................................. 2,810
--------
Net income................................................................. $ 3,104
========
Net income per share....................................................... $ .37
========
Shares used in computing pro forma net income per share(4)................. 8,449,657
========
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31, 1996
--------------------------------
PRO FORMA
PRO FORMA(1) FOR OFFERING(5)
------------ ---------------
<S> <C> <C>
BALANCE SHEET DATA (UNAUDITED):
Working capital................................................ $(20,177)(6) $16,294
Total assets................................................... 65,974 74,875
Total debt, including current portion.......................... 13,601 --
Stockholders' equity........................................... 14,506 55,751
</TABLE>

- ---------------
(1) The pro forma statements of operations data and the pro forma balance sheet
data assume that the Acquisitions were consummated on January 1, 1996 and
December 31, 1996, respectively, and are not necessarily indicative of the
results the Company would have obtained had these events actually then
occurred or of the Company's future results. The pro forma financial
information treats Comvestrix Corp., one of the Founding Companies, as the
accounting acquiror for financial statement purposes, and should be read in
conjunction with the other financial statements and notes thereto included
elsewhere in this Prospectus.

(2) The pro forma statements include the effect of certain reductions in
compensation to the former owners of the Founding Companies to which they
have agreed commencing on the consummation of the Offering. See Note 5 to
the Unaudited Pro Forma Financial Statements.

(3) Reflects amortization of the goodwill to be recorded as a result of the
Acquisitions over a 30-year period and computed on the basis described in
Note 5 to the Unaudited Pro Forma Financial Statements.

(4) Consists of (i) 1,295,192 shares issued to the initial investors in Vestcom,
(ii) 2,852,111 shares to be issued as consideration in the Acquisitions,
(iii) the 3,850,000 shares offered hereby, (iv) an aggregate of 451,986
additional shares, representing 50% of the maximum number of shares which
may be issued in connection with the Acquisitions of four Founding Companies
pursuant to certain earn-out provisions and (v) 368 shares assumed for
accounting purposes only to have been issued to compensate for the issuance
of shares for consideration lower than the assumed initial public offering
price. See Note 5 to the Unaudited Pro Forma Financial Statements.

(5) Reflects the consummation of the Offering and the Company's application of
the estimated net proceeds therefrom, including the repayment of certain
indebtedness. See "Use of Proceeds."

(6) Includes $18.4 million payable to the stockholders of the Founding Companies
in connection with the Acquisitions.

6
<PAGE> 8

SUMMARY INDIVIDUAL FOUNDING COMPANY FINANCIAL DATA
(IN THOUSANDS)

The following table presents summary data for each of the Founding
Companies (see "The Company" for the complete names of each Founding Company)
for the three most recent fiscal years.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER
31,(1)(2)(3)
-------------------------------
1994 1995 1996
------- ------- -------
<S> <C> <C> <C>
COMVESTRIX
Revenues.................................................... $16,606 $19,298 $21,447
Income from operations...................................... 280 1,635 1,834
DMS
Revenues.................................................... $ 8,504 $ 9,423 $13,360
Income from operations...................................... 425 1,080 687
IMAGE
Revenues.................................................... $ 8,628 $ 8,062 $ 9,034
Income (loss) from operations............................... 186 (52) 339
EIS
Revenues.................................................... $ 4,454 $ 5,259 $ 7,624
Income (loss) from operations............................... 102 178 (489)
COS INFORMATION
Revenues.................................................... $ 3,365 $ 3,914 $ 4,987
Income (loss) from operations............................... (11) 168 441
COMPUTER OUTPUT
Revenues.................................................... $ 2,192 $ 3,542 $ 4,855
Income from operations...................................... 51 117 528
MYSTIC
Revenues.................................................... $ 3,040 $ 3,393 $ 4,065
Income from operations...................................... 221 315 310
</TABLE>

- ---------------
(1) Does not reflect the effects of pro forma adjustments, including certain
reductions in compensation to the former owners of the Founding Companies to
which they have agreed commencing on the consummation of the Offering.

(2) The following Summary Individual Founding Company Financial Data are
unaudited: all data for Mystic; 1994 data for EIS and COS Information; and
1995 data for EIS.

(3) Data for COS Information are presented for the twelve months ended July 31,
1994, 1995 and 1996.

7
<PAGE> 9

RISK FACTORS

An investment in the Shares being offered by this Prospectus involves a
high degree of risk. In addition, this Prospectus contains forward-looking
statements which involve risks and uncertainties. Discussions containing such
forward-looking statements may be found in the material set forth under
"Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of
Financial Condition and Results of Operations," "Business -- Industry Overview,"
"Business -- Services," "Business -- Business Strategy,"
"Business -- Acquisition Strategy," "Business -- Sales and Marketing" and
"Business -- Customers," as well as in this Prospectus generally. The Company's
actual results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including those set
forth in the following risk factors and elsewhere in this Prospectus.
Accordingly, prospective investors should consider carefully the following risk
factors, in addition to the other information concerning the Company and its
business contained in this Prospectus, before purchasing the Shares.

ABSENCE OF COMBINED OPERATING HISTORY; RISKS OF INTEGRATION

Vestcom has conducted no operations to date other than in connection with
the Offering and the Acquisitions of the Founding Companies. See "The Company"
and "Certain Transactions." The Founding Companies have operated, and will
continue to operate prior to the consummation of the Acquisitions, as separate,
independent businesses. Consequently, the historical and pro forma financial
information herein may not be indicative of the Company's financial condition
and future operating results. Until the Company establishes centralized
accounting and other administrative systems, it will rely on the separate
systems of the Founding Companies. The success of the Company will depend, in
part, on the extent to which the Company is able to centralize these functions,
eliminate the unnecessary duplication of other functions and otherwise integrate
the Founding Companies and such additional businesses as the Company may acquire
into a cohesive, efficient enterprise. No assurance can be given that the
Company's senior management group, which has been recently formed and is not yet
complete, will be able to manage effectively the combined entity or implement
the Company's acquisition or operating strategy. See "Reliance on Key
Personnel."

A number of the Founding Companies offer different services, utilize
different capabilities and technologies and target different geographic markets.
While the Company believes that there are substantial potential opportunities as
a consequence of integrating these businesses, these differences increase the
difficulties involved in successfully completing such integration. Further,
there can be no assurance that the Company's strategy to become a leading
provider of computer output and document management services will be successful,
or that the Company's target customer segments will accept the Company as a
provider of such services. In addition, there can be no assurance that the
operating results of the Company will match or exceed the combined individual
operating results achieved by the Founding Companies prior to their acquisition.

RISKS RELATED TO THE COMPANY'S ACQUISITION STRATEGY

The Company intends to expand its operations through the acquisition of
additional businesses which provide computer output and document management
services. There can be no assurance that the Company will be able to identify,
acquire or profitably manage additional businesses or successfully integrate
acquired businesses, if any, into the Company without substantial costs, delays
or other operational or financial difficulties. Further, acquisitions may
involve a number of special risks, including adverse effects on the Company's
operating results, diversion of management's attention, failure to retain key
personnel, risks associated with unanticipated events and amortization of
acquired intangible assets, some or all of which could have a material adverse
effect on the Company's business, financial condition or results of operations.
In addition, if competition for acquisition candidates develops or increases,
the cost of acquiring businesses could increase materially. Unfavorable
developments at a single acquired company could have a material adverse impact
on the reputation and business of the Company as a whole. In addition, there can
be no assurance that acquired businesses, if any, will achieve anticipated
revenues and earnings. The inability of the Company to implement and manage its
acquisition strategy successfully may have an adverse effect on the business or
future prospects of the Company. See "Business -- Acquisition Strategy."

8
<PAGE> 10

NEED FOR ADDITIONAL FINANCING

The Company currently intends to use its Common Stock for a portion of the
consideration to be paid in future acquisitions. The extent to which the Company
will be able or willing to use its Common Stock for this purpose will depend on
its market value from time to time and the willingness of potential acquisition
candidates to accept Common Stock as part of the consideration for the sale of
their businesses. If the Company is unable to use its Common Stock to make
future acquisitions, the Company may be required to use more of its cash
resources, if available, to initiate and maintain its acquisition program. If
the Company does not have sufficient cash resources, its growth could be limited
unless it is able to obtain additional capital through additional debt or equity
financing. There can be no assurance that the Company will be able to obtain
such financing if and when it is needed or that, if available, it will be
available on terms the Company deems acceptable. As a result, the Company might
be unable successfully to implement or manage its acquisition strategy, which
may have an adverse effect on the business or future prospects of the Company.
See "Business -- Acquisition Strategy."

Approximately $18.4 million of the net proceeds of the Offering will be
used by the Company to pay the cash portion of the acquisition prices for the
Founding Companies. Management currently estimates that an additional $1.4
million of the net proceeds will be used to pay deferred purchase prices which
may be earned over the next one to two years if the applicable revenue and
earnings thresholds of certain of the Founding Companies are achieved, although
this amount can vary from zero to a maximum of $2.8 million in cash, plus
additional shares of Vestcom's Common Stock. See "Certain
Transactions -- Organization of the Company -- Acquisitions." The Company will
also use $13.6 million to repay existing debt of the Founding Companies and
Vestcom. The Company will also need additional funds to implement its
acquisition and internal growth strategies. The Company has received a
commitment letter from a bank for a $30 million credit facility (which includes
a $5 million line to be used solely for equipment financing), subject to the
consummation of the Offering and the satisfaction of various other conditions.
The Company intends to use this credit facility for working capital and other
general corporate purposes, which may include future acquisitions. There can be
no assurance, however, that this or any other line of credit will be obtained or
will be sufficient for the Company's needs or that, if any other line is
offered, it will be on terms that are acceptable to the Company. See "Use of
Proceeds" and "Business -- Acquisition Strategy."

PROCEEDS OF OFFERING PAYABLE TO THE FOUNDING COMPANIES AND INITIAL INVESTORS

Vestcom will use the net proceeds of the Offering and cash available from
the Founding Companies to meet its cash requirements relating to the
consummation of the Acquisitions. In connection with the consummation of the
Acquisitions, Vestcom will pay, subject to possible adjustments, approximately
$18.4 million in cash to the stockholders of the Founding Companies for the
stock of the Founding Companies. Up to a maximum of an additional $2.8 million
of the net proceeds may be used to pay deferred purchase prices. Certain of the
stockholders of the Founding Companies will become directors of the Company
and/or executive officers of subsidiaries of the Company. The Company will also
use $13.6 million to repay existing debt of the Founding Companies (including
amounts owed to certain stockholders of the Founding Companies and amounts owed
to financial institutions that are personally guaranteed by certain stockholders
of the Founding Companies) and Vestcom. No assurance can be given that the net
proceeds of the Offering will be sufficient to meet the Company's requirements
for working capital expenditures and for potential acquisitions after repaying
such debt and paying the cash portion of the purchase price for the
Acquisitions. See "Use of Proceeds" and "Certain Transactions."

COMPETITION

The services provided by the Company are highly competitive. A significant
source of competition is the in-house capability of the Company's target
customer base. There can be no assurance that these businesses will outsource
more of their computer output and document management needs or that such
businesses will not bring in-house services that they currently outsource. In
addition, with respect to those services that are outsourced, the Company
competes with a variety of competitors, many of which have substantially greater
financial resources than the Company. A number of the Company's current
suppliers of equipment and services are also a source of competition. There can
be no assurance that the Company will be able to compete successfully against
current or future competitors or that competitive pressures will not have a
material

9
<PAGE> 11

adverse effect on the Company's business, financial condition or results of
operations. See "Business -- Competition."

The Company also competes for acquisition candidates in the computer output
and document management services industry. The Company's ability to grow through
acquisitions could be adversely affected by such competition.

RELIANCE ON KEY PERSONNEL

The Company's operations are dependent on the continued efforts of its
executive officers and technical staff and on the senior management of the
Founding Companies. Vestcom intends to add to its management team after the
Offering. Furthermore, the Company will likely be dependent on the senior
management of companies that may be acquired in the future. If any of these
individuals elect not to continue in their roles with the Company, or if the
Company is unable to attract and retain senior management and other skilled
employees, including computer programmers and other technical personnel, the
Company's business could be adversely affected. The Company maintains key
executive life insurance for Joel Cartun, its President and Chief Executive
Officer, in the amount of $1 million. See "Management" and "Business -- Business
Strategy."

DEPENDENCE ON TECHNOLOGY

The success of the Company will be highly dependent on its ability to
acquire and utilize competitive computer output and document production
technologies that are not readily available on a cost-effective basis to the
Company's existing and potential customers, thereby creating the need to
outsource. The Company's services could be rendered noncompetitive or obsolete
by technological advances made by the Company's current or potential
competitors. In addition, the Company could make a significant investment in
equipment or technology which quickly becomes obsolete. There can be no
assurance that the Company will be able to obtain the rights to use any such
technologies, that it will be able to implement effectively such technologies on
a cost-effective basis or that such technologies will not render noncompetitive
or obsolete the Company's role as a provider of computer output and document
management services. See "Business -- Services."

DEVELOPMENT OF NEW SERVICES

The Company believes that its future success depends on its ability to
enhance its current services and develop new services that address the
increasingly sophisticated needs of its customers. The introduction of services
incorporating new technologies and the emergence of new technical standards
could render some or all of the Company's services unmarketable. The failure of
the Company to develop and introduce enhancements and new services in a timely
and cost-effective manner in response to changing technologies or customer
requirements could have a material adverse effect on the Company's business,
financial condition or results of operations. See
"Business -- Services -- Development of New Services."

POTENTIAL LIABILITY FOR BREACH OF CONFIDENTIALITY

A substantial portion of the Company's business involves the handling of
documents containing confidential and other sensitive information. There can be
no assurance that unauthorized disclosure will not result in liability to the
Company. It is possible that such liabilities could have a material adverse
effect on the Company's reputation and results of operations. See
"Business -- Services -- Confidentiality of Customer Information."

CONTROL BY CERTAIN STOCKHOLDERS

Following the completion of the Offering, the former stockholders of the
Founding Companies and the directors and other executive officers of the
Company, and entities affiliated with them, will beneficially own approximately
51.9% of the then outstanding shares of Common Stock (48.4% if the Underwriters'
over-allotment option is exercised in full), which percentage may increase if
additional shares of Common Stock

10
<PAGE> 12

are issued to the stockholders of four of the Founding Companies in connection
with the Acquisitions pursuant to certain earn-out provisions. Accordingly, the
stockholders of the Founding Companies are likely to continue to exercise
substantial control over the Company's affairs. These stockholders acting
together would be able to elect a sufficient number of directors to control the
Company's Board of Directors and would likely be able to approve or disapprove
any matter submitted to a vote of stockholders. See "Principal Stockholders."

RISK OF BUSINESS INTERRUPTIONS AND DEPENDENCE ON SINGLE FACILITIES FOR CERTAIN
SERVICES; INSURANCE

The Company believes that its future results of operations will be
dependent in large part upon its ability to provide prompt and efficient
services to its customers. Certain of the Company's operations are performed at
a single location and are dependent on continuous computer, electrical and
telephone service. As a result, any disruption of the Company's day-to-day
operations could have a material adverse effect upon the Company. There can be
no assurance that a fire, flood, earthquake, power loss, phone service loss or
other event affecting one or more of the Company's facilities would not disable
these services. Any significant damage to any such facility or other failure
that causes significant interruptions in the Company's operations may not be
covered by insurance. Any uninsured or underinsured loss could have a material
adverse effect on the Company's business, financial condition or results of
operations.

EFFECT OF POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS; PRIOR LOSSES

The Company may experience significant quarter to quarter fluctuations in
its results of operations. Quarterly results of operations may fluctuate as a
result of a variety of factors, including, but not limited to, the size and
timing of customer jobs, changes in customer budgets, variations in the cost of
paper and other materials, the opening of new facilities, the size and timing of
acquisitions, the integration of acquired businesses into the Company's
operations, the number and timing of new hires, the demand for the Company's
services, the timing of the introduction of new services and service
enhancements by the Company or its competitors, the market acceptance of new
services, competitive conditions in the industry and general economic
conditions.

As a result, the Company believes that period to period comparisons of
results of operations are not necessarily meaningful and not necessarily
indicative of the results that the Company may achieve in any subsequent quarter
or a full year. Such fluctuations may result in volatility in the price of the
Common Stock, and it is possible that in future quarters the Company's results
of operations could be below the expectations of public market analysts and
investors. Such an event could have a material adverse effect on the market
price of the Common Stock.

One of the Founding Companies recorded a net loss for 1996. No assurance
can be given that this company will become profitable in the future.

FLUCTUATIONS IN THE PRICE OF SUPPLIES; ALTERNATIVE TECHNOLOGIES

Prices for paper, film, compact discs, postage and other materials used by
the Company may increase from time to time in the future. Any significant
increases in the prices of these materials that cannot be passed on to customers
could have a material adverse effect on the Company's business, financial
condition or results of operations. In addition, increases in the prices of
supplies and other materials might cause some of the Company's customers to
utilize alternative technologies in their respective businesses that do not
involve the use of paper or the mail, such as the Internet. There can be no
assurance that one or more non-paper-based technologies (whether now existing or
developed in the future) may not in the future reduce or supplant the mailing of
documents as a preferred medium for the Company's customers, which could in turn
adversely affect the Company's business.

ABSENCE OF PUBLIC MARKET AND DETERMINATION OF OFFERING PRICE

Prior to the Offering, there has been no public market for the Common
Stock, and there can be no assurance that an active trading market will develop
or be sustained. The initial public offering price for the Common Stock offered
hereby will be determined by negotiations among the Company and the Underwriters

11
<PAGE> 13

and may bear no relationship to the price at which the Common Stock will trade
after completion of the Offering. See "Underwriting" for factors to be
considered in determining such offering price. In addition, the stock market
has, from time to time, experienced extreme price and volume volatility. These
fluctuations may be unrelated to the operating performance of particular
companies whose shares are publicly traded. Market fluctuations may adversely
affect the market price of the Common Stock. The market price of the Common
Stock could be subject to significant fluctuations in response to the Company's
operating results and other factors, and there can be no assurance that the
market price of the Common Stock will not decline below the initial public
offering price.

IMMEDIATE AND SUBSTANTIAL DILUTION

Investors purchasing shares of Common Stock in the Offering will experience
immediate and substantial dilution in the net tangible book value of their
shares of approximately $9.40 from the assumed initial public offering price of
$12.00 per share (the mid-point of the range set forth on the cover page of this
Prospectus). See "Dilution." In the event the Company issues additional shares
of Common Stock in the future, including shares which may be issued in
connection with future acquisitions, purchasers of Common Stock in the Offering
may experience further dilution in the net tangible book value per share of the
Common Stock of the Company.

POTENTIAL EFFECTS OF SHARES ELIGIBLE FOR FUTURE SALE ON PRICE OF COMMON STOCK

Upon the consummation of the Acquisitions and the Offering, 7,997,303
shares of Common Stock will be outstanding. The 3,850,000 shares of Common Stock
being sold in the Offering will be freely tradeable unless acquired by
affiliates of the Company. The remaining shares outstanding may be sold publicly
only following their effective registration under the Securities Act of 1933, as
amended (the "Securities Act"), or pursuant to an available exemption (such as
provided by Rule 144 following a holding period for previously unregistered
shares) from the registration requirements of the Securities Act. The holders of
503,846 of those remaining shares have certain rights to have their shares
registered in the future under the Securities Act (see "Shares Eligible for
Future Sale") beginning one year following the consummation of the Offering.

Upon the consummation of the Offering, the Company will have outstanding
under its Stock Option Plan options to purchase up to an aggregate of 305,000
shares of Common Stock at the initial public offering price. None of the
outstanding options will be exercisable until one year after the Offering. The
Company intends to register the shares issuable upon exercise of options granted
under the Stock Option Plan, and, upon such registration, such shares will be
eligible for resale in the public market. See "Management -- Stock Option Plan."

The Company, all of the stockholders of the Founding Companies, the
existing stockholders of the Company and the officers and directors of the
Company have agreed for a period of 180 days from the consummation of the
Offering (the "Lockup Period") not to offer, sell or otherwise dispose of any
shares of Common Stock (or any securities convertible into or exercisable or
exchangeable for Common Stock) or grant any options or warrants to purchase any
shares of Common Stock without the prior written consent of Oppenheimer & Co.,
Inc., on behalf of the Underwriters, except that the Company may grant options
pursuant to the Stock Option Plan and may issue Common Stock in connection with
acquisitions and pursuant to the Company's Stock Option Plan. See "Shares
Eligible For Future Sale."

The Company currently intends to register an additional 2,000,000 shares of
Common Stock under the Securities Act as soon as possible after completion of
the Offering for use by the Company as a portion of the consideration to be paid
in future acquisitions. These shares will generally be freely tradeable after
their issuance, unless the sale thereof is contractually restricted or the
shares are acquired by affiliates of the Company.

Sales of a substantial number of shares of Common Stock in the public
market could adversely affect the market price of the Common Stock.

12
<PAGE> 14

EFFECT OF CERTAIN CHARTER PROVISIONS

The Board of Directors of the Company is empowered to issue common stock
and preferred stock without stockholder action. The existence of this
"blank-check" common stock and preferred stock could render more difficult or
discourage an attempt to obtain control of the Company by means of a tender
offer, merger, proxy contest or otherwise and may adversely affect the
prevailing market price of the Common Stock. The Company currently has no plans
to issue any such securities, other than certain shares of preferred stock which
will be issued in connection with the Acquisitions of certain of the Founding
Companies. See "Certain Transactions -- Organization of the
Company -- Acquisitions" and "-- Canadian Acquisition" and "Description of
Capital Stock." In addition, the New Jersey Shareholders Protection Act
prohibits certain persons from engaging in business combinations with the
Company. See "Description of Capital Stock."

NO FUTURE DIVIDENDS

The Company does not anticipate paying any cash dividends on shares of the
Common Stock in the foreseeable future and intends to retain future earnings, if
any, for use in its business. See "Dividend Policy" and "Description of Capital
Stock -- Common Stock."

13
<PAGE> 15

THE COMPANY

Vestcom was incorporated in September 1996 under the laws of the State of
New Jersey to create a leading provider of computer output and document
management services. The Company has entered into agreements to acquire the
Founding Companies concurrently with the consummation of the Offering. For a
description of the transactions pursuant to which these businesses will be
acquired, see "Certain Transactions." The Founding Companies currently provide
the services listed below to customers in a variety of industries, including
financial, telecommunications, pharmaceutical, health care, publishing and
retail and manufacturing firms. For a description of these services, see
"Business -- Services."

COMVESTRIX CORP. ("COMVESTRIX"), founded in 1969, is headquartered in
Lyndhurst, New Jersey. Its primary businesses are (i) the production and
distribution of documents on paper, microfiche, microfilm and compact disc, (ii)
computer center document outsourcing services, (iii) mailing services and (iv)
forms management. Comvestrix had revenues of $21.4 million for the year ended
December 31, 1996.

DIRECT MAIL SERVICES ("DMS," consisting of Morris County Direct Mail
Services, Inc., founded in 1965, Quality Control Printing, Inc., founded in
1987, and First Class Presort, Inc., founded in 1990) is headquartered in Dover,
New Jersey. Its primary businesses are (i) marketing materials fulfillment, (ii)
mailing services and (iii) forms management. DMS had revenues of $13.4 million
for the year ended December 31, 1996.

IMAGE PRINTING SYSTEMS, INC. ("IMAGE"), founded in 1980, is headquartered
in Milwaukee, Wisconsin. Its primary businesses are (i) the production and
distribution of documents on paper, microfiche, microfilm and compact disc, (ii)
marketing materials fulfillment, (iii) demand publishing, (iv) mailing services
and (v) forms management. Image had revenues of $9.0 million for the year ended
December 31, 1996.

ELECTRONIC IMAGING SERVICES, INC. ("EIS"), founded in 1985, is
headquartered in Little Rock, Arkansas, and has branch offices in Houston,
Texas, Nashville, Tennessee, Greenville, South Carolina and Columbus, Ohio. Its
primary businesses are (i) the production and distribution of computer-generated
labels, (ii) the production and distribution of documents on paper, microfiche,
microfilm and compact disc and (iii) forms management. EIS had revenues of $7.6
million for the year ended December 31, 1996.

COS INFORMATION INC. ("COS INFORMATION"), founded in 1974, is headquartered
in Montreal, Quebec, Canada. Its primary businesses are (i) the production and
distribution of computer-generated labels, (ii) the production and distribution
of documents on paper, microfiche, microfilm and compact disc, (iii) demand
publishing, (iv) mailing services and (v) forms management. COS Information had
revenues of $5.0 million for the year ended July 31, 1996.

COMPUTER OUTPUT SYSTEMS, INC. ("COMPUTER OUTPUT"), founded in 1994, is
headquartered in Stamford, Connecticut. Its primary businesses are (i) the
production and distribution of documents on paper, (ii) computer center document
outsourcing services, (iii) marketing materials fulfillment, (iv) mailing
services and (v) forms management. Computer Output had revenues of $4.9 million
for the year ended December 31, 1996.

MYSTIC GRAPHIC SYSTEMS, INC. ("MYSTIC"), founded in 1981, is headquartered
in Woburn, Massachusetts. Its primary businesses are (i) demand publishing, (ii)
marketing materials fulfillment and (iii) forms management. Mystic had revenues
of $4.1 million for the year ended December 31, 1996.

The Company's executive offices are located at 1100 Valley Brook Avenue,
Lyndhurst, New Jersey 07071, and its telephone number is 201-935-7666.

14
<PAGE> 16

USE OF PROCEEDS

The net proceeds to the Company from the sale of the Shares offered hereby,
after deduction of the underwriting discounts and estimated offering expenses
payable by the Company, are approximately $41.0 million ($47.4 million if the
Underwriters' over-allotment option is exercised in full), assuming an initial
public offering price of $12.00 per share (the mid-point of the range set forth
on the cover of this Prospectus). Of this amount, approximately $18.4 million
will be used to pay the cash portion of the purchase prices for the Acquisitions
and $13.6 million will be used to repay outstanding indebtedness (including
$12.8 million of indebtedness of the Founding Companies and $766,000 of
indebtedness of Vestcom pursuant to certain promissory notes which were issued
in connection with Vestcom's organization). Management currently estimates that
an additional $1.4 million will be used to pay deferred purchase prices which
may be earned over the next one to two years if the applicable revenue and
earnings thresholds of four of the Founding Companies are achieved, although
this amount can vary from zero to a maximum of $2.8 million. See "Certain
Transactions."

Of the $12.8 million of indebtedness of the Founding Companies,
approximately $4.8 million was incurred after January 1, 1996 for purposes other
than working capital. Of such amount, approximately $3.5 million was incurred
for fixed asset purchases or capital leases, approximately $960,000 was incurred
in connection with the acquisitions of two businesses by DMS, and approximately
$375,000 was utilized for equity repurchases by EIS.

The indebtedness evidenced by Vestcom's promissory notes bears interest at
a rate equal to the prime rate, as such prime rate may change from time to time.
The borrowed funds were used to pay organizational and pre-operating expenses.
The other indebtedness to be repaid from the proceeds of the Offering bears
interest at rates ranging from 4.8% to 15.0%. Such indebtedness matures at
various dates through 2003.

The remaining net proceeds of the Offering, approximately $7.5 million,
will be used for general corporate purposes, which are expected to include
future acquisitions. The Company currently has no agreement or understanding
with respect to any future acquisitions. Pending the use of the net proceeds for
such purposes, the Company will invest such net proceeds in short-term, interest
bearing securities.

The Company has received a commitment letter from a bank for a $30 million
unsecured credit facility (which includes a $5 million line to be used solely
for equipment financing). Any financing pursuant to the commitment letter is
subject to internal bank approvals, negotiation of a binding loan agreement, the
consummation of the Offering and the satisfaction of various other conditions.
The Company intends to use the credit facility for working capital and other
general corporate purposes, which may include additional acquisitions. There can
be no assurance, however, that this or any other line of credit will be obtained
or be sufficient for the Company's needs or that, if any other line is offered,
it will be on terms that are acceptable to the Company. See "Risk
Factors -- Risks Related to the Company's Acquisition Strategy."

15
<PAGE> 17

CAPITALIZATION

The following table sets forth the short-term debt and current maturities
of long-term obligations and capitalization as of December 31, 1996 of (i) the
Company on a pro forma combined basis to give effect to the Acquisitions and
(ii) the Company, pro forma as adjusted to give effect to the Offering and the
application of the estimated net proceeds therefrom (including the repayment of
certain existing indebtedness). See "Use of Proceeds." This table should be read
in conjunction with the Unaudited Pro Forma Financial Statements of the Company
and the related notes thereto included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
DECEMBER 31, 1996
--------------------------
PRO FORMA
PRO FORMA FOR OFFERING
--------- ------------
(IN THOUSANDS)
<S> <C> <C>
Short-term debt and current maturities of long-term obligations....... $ 8,434 --
Long-term obligations, net of current maturities...................... 5,167 --
Pro forma cash due to Founding Companies.............................. 18,423 --
Deferred purchase price(1)............................................ 2,664 $ 2,664
Class A and Class C Convertible Preferred Stock, 300 shares
authorized, issued and outstanding pro forma and pro forma for
offering(1)(2)...................................................... 2,791 2,791
Stockholders' equity:
Undesignated Stock, 9,999,699 shares authorized; no shares issued or
outstanding pro forma and pro forma for offering................. -- --
Class B Preferred Stock, 1 share authorized, issued and outstanding
pro forma and pro forma for offering(3).......................... 1,980 1,980
Common Stock, 20,000,000 shares authorized; 4,147,303 shares issued
and outstanding pro forma; 7,997,303 shares issued and
outstanding pro forma for offering(4)(5)......................... 12,805 53,771
Subscriptions receivable............................................ (279) --
Retained earnings................................................... -- --
------- -------
Total stockholders' equity....................................... 14,506 55,751
------- -------
Total capitalization........................................ $51,985 $ 61,206
======= =======
</TABLE>

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

(1) Vestcom may be obligated to pay additional consideration in connection with
the Acquisitions of Computer Output, COS Information, EIS and Image. See
"Certain Transactions." The deferred purchase price and the Class A and
Class C Convertible Preferred Stock reflect the cash portion and the value
of the stock portion, if applicable, of the estimated liability of the
Company to the former stockholders of Computer Output, COS Information, EIS
and Image, in each case assuming that 50% of the respective earn-outs are
achieved. Such amounts reflect management's current estimate of the
percentage of the earn-outs that are reasonably likely to be achieved.

(2) An aggregate of 200 shares of Class A Convertible Preferred Stock will be
issued in connection with the Acquisition of EIS, and will be convertible
into up to 359,999 shares of Common Stock, depending on the pre-tax earnings
of EIS for the two year period beginning on the first day of the fiscal
quarter within which the Offering is consummated. An aggregate of 100 shares
of Class C Convertible Preferred Stock will be issued in connection with the
Acquisition of Image and will be convertible into up to 316,666 shares of
Common Stock, depending on the pre-tax earnings of Image for the one year
period beginning on the first day of the fiscal quarter within which the
Offering is consummated.

(3) One share of Class B Preferred Stock will be issued in connection with the
Acquisition of COS Information, the Canadian Founding Company, and will have
voting rights equal to the 239,988 shares of Common Stock which the Company
will be required to issue upon conversion of the exchangeable shares of
Vestcom's Canadian subsidiary.

(4) For purposes of this table, (i) the number of exchangeable shares of
Vestcom's Canadian subsidiary to be issued in the Acquisition of COS
Information are deemed to have been converted into 239,988 shares of

16
<PAGE> 18

Common Stock and (ii) none of the additional 903,971 shares of Common Stock
which may be issued in connection with the Acquisitions of Computer Output,
COS Information, EIS and Image upon the attainment of specified revenue or
earnings thresholds are deemed to have been issued.

(5) Excludes up to an aggregate of 305,000 shares subject to options which will
have been granted prior to or immediately after the consummation of the
Offering pursuant to the Company's Stock Option Plan at an exercise price
equal to the initial public offering price.

DIVIDEND POLICY

The Company has not declared or paid any dividends on its Common Stock. The
Company currently intends to retain earnings to support its growth strategy and
does not anticipate paying 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, results of operations, current and anticipated cash needs
and plans for expansion and any restrictions that may be imposed by the
Company's future credit facilities. The Company has received a commitment letter
from a bank for a $30 million credit facility, subject to the consummation of
the Offering and the satisfaction of various other conditions. The terms of this
credit facility, if consummated, will restrict the Company's ability to pay cash
dividends on its Common Stock.

17
<PAGE> 19

DILUTION

The pro forma net tangible book value of the Company at December 31, 1996
was approximately ($19.2 million), or ($4.18) per share, after giving effect to
the Acquisitions. The pro forma net tangible book value per share represents the
amount by which the Company's pro forma total liabilities exceed pro forma net
tangible assets as of December 31, 1996, divided by the number of shares of
Common Stock to be outstanding after giving effect to the Acquisitions, assuming
that 50% of the maximum number of shares of Common Stock which may be issued
pursuant to certain earn-out provisions have been issued. After giving effect to
the sale of the 3,850,000 shares of Common Stock offered hereby and deducting
underwriting discounts and estimated offering expenses payable by the Company,
the Company's pro forma net tangible book value at December 31, 1996 would have
been approximately $22.0 million, or $2.60 per share. This represents an
immediate increase in pro forma net tangible book value of approximately $6.79
per share to existing stockholders and an immediate and substantial dilution of
approximately $9.40 per share to the investors purchasing shares in the Offering
(the "New Investors"). The following table illustrates this pro forma per share
dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share...................... $12.00
Pro forma net tangible book value per share before the Offering.... $(4.18)
-------
Increase in pro forma net tangible book value attributable to
New Investors................................................... 6.79
-------
Pro forma net tangible book value per share after the Offering..... 2.60
=======
Dilution per share to New Investors.................................. $ 9.40
=======
</TABLE>

The following table sets forth, on a pro forma basis to give effect to the
Acquisitions as of December 31, 1996, the number of shares of Common Stock
purchased from the Company, the total consideration paid to the Company, and the
average price per share paid to the Company by existing stockholders and by the
New Investors (based upon an assumed initial public offering price of $12.00 per
share and before deduction of underwriting discounts and estimated offering
expenses payable by the Company):

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION(1) AVERAGE
--------------------- ------------------------ PRICE PER
NUMBER PERCENT AMOUNT PERCENT SHARE
--------- ------- ------------ ------- ---------
<S> <C> <C> <C> <C> <C>
Existing stockholders......... 4,599,289(2) 54.4% $(19,235,156) (71.3)% $ (4.18)
New Investors................. 3,850,000 45.6 46,200,000 171.3 $ 12.00
--------- ----- ------------ -----
Total......................... 8,449,289 100.0% $ 26,964,844 100.0%
========= ===== ============ =====
</TABLE>

- ---------------
(1) Total consideration paid by existing stockholders includes the combined
stockholders' equity of the Founding Companies before the Offering, and the
equity investment made by the initial investors in Vestcom, adjusted to
reflect the payment of $18.4 million in cash as part of the consideration
for the Acquisitions. See "Use of Proceeds" and "Capitalization."

(2) Includes 50% of the maximum number of shares which may be issued pursuant to
certain earn-out provisions in connection with the Acquisitions, based upon
management's current estimate of the amount which is reasonably likely to be
earned. See "Use of Proceeds" and "Capitalization."

18
<PAGE> 20

SELECTED FINANCIAL DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Vestcom will acquire the Founding Companies concurrently with and as a
condition to the consummation of the Offering. For financial statement
presentation purposes, however, Comvestrix has been identified as the accounting
acquiror. The following selected historical financial data of Comvestrix as of
December 31, 1995 and 1996 and for the years ended December 31, 1994, 1995 and
1996 have been derived from the audited financial statements of Comvestrix
included elsewhere in this Prospectus. The following selected historical
financial data for Comvestrix as of December 31, 1992, 1993 and 1994 and for the
years ended December 31, 1992 and 1993 have been derived from unaudited
financial statements of Comvestrix, which have been prepared on the same basis
as the audited financial statements and, in the opinion of Comvestrix, reflect
all adjustments, consisting of normal recurring adjustments, necessary for a
fair presentation of such data. The following summary unaudited pro forma
financial data present certain data for the Company, as adjusted for (i) the
effects of the Acquisitions on an historical basis, (ii) the effects of certain
pro forma adjustments to the historical financial statements and (iii) the
consummation of the Offering. See the Unaudited Pro Forma Financial Statements
and the notes thereto included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
COMVESTRIX
FOR THE YEAR ENDED DECEMBER 31,
-----------------------------------------------------------
1992 1993 1994 1995 1996
----------- ----------- ------- ------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues................................................... $14,189 $14,578 $16,606 $19,298 $ 21,447
Gross profit............................................... 5,488 5,786 6,704 8,688 9,117
Selling, general and administrative expenses............... 5,615 5,621 6,424 7,053 7,283
Income from operations..................................... (127) 165 280 1,635 1,834
Interest income and other expense, net..................... (6) 1 3 520 63
Interest expense........................................... (97) (110) (44) (59) (141)
Income (loss) before provision for income taxes............ (230) 56 239 2,096 1,756
Provision for income taxes................................. 6 16 (122) 79 9
------- ------- ------- ------- -------
Net income (loss).......................................... $ (236) $ 40 $ 361 $ 2,017 $ 1,747
======= ======= ======= ======= =======
</TABLE>

<TABLE>
<CAPTION>
VESTCOM PRO FORMA(1)
FOR THE YEAR ENDED DECEMBER 31,
-----------------------------------------------------------
1996
-----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues................................................... $ 65,287
Gross profit............................................... 21,865
Selling, general and administrative expenses(2)............ (15,029)
Goodwill amortization(3)................................... (1,112)
--------
Income from operations..................................... 5,724
Other, net................................................. 190
--------
Income before provision for income taxes................... 5,914
Provision for income taxes................................. 2,810
--------
Net income................................................. $ 3,104
========
Net income per share....................................... $ .37
========
Shares used in computing pro forma net income per
share(4)................................................. 8,449,657
</TABLE>

<TABLE>
<CAPTION>
VESTCOM
DECEMBER 31, 1996
COMVESTRIX -----------------------------
DECEMBER 31, PRO FORMA
---------------------------------------------------------- PRO FOR
1992 1993 1994 1995 1996 FORMA(1) OFFERING(5)
----------- ----------- ----------- ------ ------- ----------- ---------------
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital................... $ 992 $ 1,071 $ 1,014 $ 915 $ 860 $ (20,177) $16,294
Total assets...................... 6,438 6,588 6,976 9,292 11,522 65,974 74,875
Total debt, including current
portion......................... 1,787 2,184 1,375 2,899 3,368 13,601 --
Stockholders' equity.............. 3,045 3,084 3,499 3,733 4,284 14,506 55,751
</TABLE>

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<PAGE> 21

- ---------------
(1) The pro forma statements of operations data and the pro forma balance sheet
data assume that the Acquisitions were consummated on January 1, 1996 and
December 31, 1996, respectively, and are not necessarily indicative of the
results the Company would have obtained had these events actually then
occurred or of the Company's future results. The pro forma financial
information treats Comvestrix Corp. as the accounting acquiror for financial
statement purposes, and should be read in conjunction with the other
financial statements and notes thereto included elsewhere in this
Prospectus.

(2) The pro forma combined statements include the effect of certain reductions
in compensation to the owners of the Founding Companies to which they have
agreed commencing on the consummation of the Offering. See Note 5 to the
Unaudited Pro Forma Financial Statements.

(5) Reflects the consummation of the Offering and the Company's application of
the net proceeds therefrom, including the repayment of certain indebtedness.
See "Use of Proceeds."

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<PAGE> 22

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

The following discussion of the results of operations of certain Founding
Companies should be read in conjunction with the Financial Statements of the
Founding Companies and the related notes thereto and the "Selected Financial
Data" appearing elsewhere in this Prospectus. The discussion of the results of
COS Information, a Founding Company headquartered in Montreal, Quebec, Canada,
is presented in U.S. dollars.

INTRODUCTION

Vestcom International, Inc. was incorporated in September 1996.
Concurrently with the consummation of the Offering, the Company will acquire the
Founding Companies, each of which has been operating as a separate independent
entity.

The Founding Companies have been managed throughout the periods presented
as independent private companies, and their results of operations reflect
different tax structures (S corporations and C corporations for the U.S.
Founding Companies), which have influenced, among other things, their historical
levels of owners' compensation. In connection with the organization of the
Company, these owners and certain key employees have agreed to certain
reductions in their compensation commencing on the consummation of the Offering.

Vestcom, which has conducted no operations to date other than in connection
with the Acquisitions and the financing activities related thereto, including
the Offering, intends to integrate these businesses and their operations and
administrative functions over a period of time. This integration process may
present opportunities to reduce costs through the elimination of duplicative
functions and through economies of scale, particularly in obtaining greater
volume discounts from suppliers, but will also necessitate additional costs and
expenditures for corporate management and administration, corporate expenses
related to being a public company, systems integration and facilities expansion.
These various costs and possible cost-savings may make comparison of historical
operating results not comparable to, or indicative of, future performance.

Comvestrix has been identified as the accounting acquiror for financial
statement purposes.

RESULTS OF OPERATIONS -- COMVESTRIX

Year Ended December 31, 1996 Compared to Year Ended December 31, 1995

Revenues increased $2,149,000, or 11.1%, from $19,298,000 in 1995 to
$21,447,000 in 1996. This increase was primarily attributable to an increase in
the volume of Comvestrix's production of statements, although revenues also
increased in all other areas of Comvestrix's business. The 1996 revenues also
reflect enhanced value-added services provided by Comvestrix, such as the
utilization of highlight color on laser printed documents and the production and
distribution of documents on compact disc. Comvestrix introduced its compact
disc service in October 1995, and, accordingly, the year ended December 31, 1996
was the first full year in which revenues were generated from Comvestrix's
production and distribution of documents on compact disc.

During 1996, one of Comvestrix's major customers lost one of its customers,
which loss resulted in approximately $500,000 of lost revenue to Comvestrix in
1996. Comvestrix anticipates that this loss will result in approximately
$1,500,000 of additional lost revenue to Comvestrix in 1997. Comvestrix does not
currently anticipate receiving any additional business from this customer after
its current contract expires in the summer of 1997. Comvestrix believes that
such loss in revenues will be substantially offset by revenues derived from new
business from existing customers and business from new customers.

Comvestrix's gross profit increased $429,000, or 4.9%, from $8,688,000 in
1995 to $9,117,000 in 1996. The gross profit margin decreased from 45.0% in 1995
to 42.5% in 1996. Compensation expense and equipment maintenance and supply
costs increased in 1996 in connection with the expansion of Comvestrix's
operating facilities and to support the increased volume of business. The
increase in expenses, which affected 1996 more significantly than 1995, resulted
in the decrease in Comvestrix's gross profit margin.

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<PAGE> 23

Selling, general and administrative expenses increased $229,000, or 3.2%,
from $7,053,000 in 1995 to $7,282,000 in 1996. As a percentage of revenues,
selling, general and administrative expenses decreased from 36.5% in 1995 to
34.0% in 1996. The increase in selling, general and administrative expenses was
primarily attributable to increased compensation expense for new technical
personnel, increased commissions and increased administrative expenses to
support the greater volume of business.

Net income decreased from $2,017,000 in 1995 to $1,747,000 in 1996. Net
income for 1995 included a non-recurring payment of $475,000 to Comvestrix by a
former customer in connection with the early termination of a contract.

Year Ended December 31, 1995 Compared to Year Ended December 31, 1994

Revenues increased $2,692,000, or 16.2%, from $16,606,000 in 1994 to
$19,298,000 in 1995. Increased revenues were recorded in most areas of
Comvestrix's business, particularly in the statement and computer outsourcing
business. The increase in revenues primarily reflected an increase in the volume
of business from both new and existing customers.

Comvestrix's gross profit increased $1,984,000, or 29.6%, from $6,704,000
in 1994 to $8,688,000 in 1995. The gross profit margin increased from 40.4% in
1994 to 45.0% in 1995, primarily as a result of the growth of Comvestrix's
business. Increases in compensation expense related to new personnel were offset
by the increase in revenues.

Selling, general and administrative expenses increased $629,000, or 9.8%,
from $6,424,000 in 1994 to $7,053,000 in 1995. As a percentage of revenues,
selling, general and administrative expenses decreased from 38.7% in 1994 to
36.5% in 1995. The increase in selling, general and administrative expenses was
primarily attributable to increased compensation expense for new personnel and
increased commissions as a result of the greater volume of business.

Net income increased from $361,000 in 1994 to $2,017,000 in 1995. Net
income for 1995 included a non-recurring payment of $475,000 to Comvestrix by a
former customer in connection with the early termination of a contract.

LIQUIDITY AND CAPITAL RESOURCES -- COMVESTRIX

At December 31, 1996, Comvestrix had working capital of $860,000 and total
cash and cash equivalents of $107,000. Comvestrix has historically funded its
operations with cash flow from operations and limited borrowings from bank
lenders. Net cash provided by operating activities for 1996 was $2,675,000.
Comvestrix currently has a $2,550,000 bank line of credit, which includes a
$300,000 line to be utilized solely for equipment financing. An aggregate of
$650,000 was available under this line of credit at December 31, 1996.
Historically, Comvestrix has been able to fund its equipment purchase needs
through secured loans or equipment leases.

Comvestrix incurs postage costs on behalf of customers of approximately
$1,000,000 to $2,000,000 each month. Comvestrix's policy is to collect such
postage costs from its customers in advance. To the extent Comvestrix is
unsuccessful in doing so, cash flow is negatively affected, and Comvestrix may
be required to utilize its bank credit line. While no assurance can be given,
management of Comvestrix believes it has adequate cash flow and financing
alternatives available to it to fund its operations and capital requirements in
the foreseeable future.

RESULTS OF OPERATIONS -- DMS

Year Ended December 31, 1996 Compared to Year Ended December 31, 1995

Revenues increased $3,937,000, or 41.8%, from $9,423,000 in 1995 to
$13,360,000 in 1996. Approximately $2,500,000 of this increase was attributable
to DMS' acquisitions in May 1996 of Stuyvesant Press, Inc., a four-color
printing and processing company, and Regal Mail Service, Inc., a presorting
company to support DMS' core operations. The remainder of the increase was
primarily attributable to an increase in the

22
<PAGE> 24

volume of DMS' mailing and marketing materials fulfillment business and, to a
lesser extent, to price increases.

DMS' gross profit increased $850,000, or 28.4%, from $2,993,000 in 1995 to
$3,843,000 in 1996. The gross profit margin decreased from 31.8% in 1995 to
28.8% in 1996. Revenues from the increased volume of business offset the costs
associated with the acquired businesses described above, compensation expense
related to the hiring of new personnel to support the increased volume of
business and expenses related to DMS' telemarketing service. DMS introduced its
telemarketing service in the fourth quarter of 1996 in order to enhance its
marketing materials fulfillment business. During 1996, management of DMS decided
to explore the feasibility of DMS moving to alternative space. As a result, net
leasehold improvements of $497,000 were written off, resulting in a decrease in
the gross profit margin.

Selling, general and administrative expenses increased $1,242,000, or
64.9%, from $1,913,000 in 1995 to $3,155,000 in 1996. As a percentage of
revenues, selling, general and administrative expenses increased from 20.3% in
1995 to 23.6% in 1996. The increase in selling, general and administrative
expenses was primarily attributable to increased compensation expense for new
personnel who were hired in connection with DMS' two acquisitions.

Net income decreased from $865,000 in 1995 to $613,000 in 1996.

Year Ended December 31, 1995 Compared to Year Ended December 31, 1994

Revenues increased $919,000, or 10.8%, from $8,504,000 in 1994 to
$9,423,000 in 1995. Increased revenues were recorded in most areas of DMS'
business. The increase in revenues reflected increased business from both new
and existing customers and, to a lesser extent, price increases.

DMS' gross profit increased $1,028,000, or 52.3%, from $1,965,000 in 1994
to $2,993,000 in 1995. The gross profit margin increased from 23.1% in 1994 to
31.8% in 1995. The increase in the gross profit margin was primarily
attributable to improved productivity through automating functions which were
previously performed manually.

Selling, general and administrative expenses increased $373,000, or 24.2%,
from $1,540,000 in 1994 to $1,913,000 in 1995. As a percentage of revenues,
selling, general and administrative expenses increased from 18.1% in 1994 to
20.3% in 1995. The increase in selling, general and administrative expenses was
primarily attributable to the hiring of two new salespersons, increased
commissions paid to new and existing salespersons and increased administrative
expenses to support the growth in DMS' business.

Net income increased from $328,000 in 1994 to $865,000 in 1995.

LIQUIDITY AND CAPITAL RESOURCES -- DMS

At December 31, 1996, DMS had working capital of $447,000 and total cash
and cash equivalents of $573,000. DMS had accounts receivable of $1,337,000 at
December 31, 1995, compared to $2,647,000 at December 31, 1996. The increase in
accounts receivable was primarily attributable to the increased volume of
business and the acquisitions which were consummated during 1996. DMS has
historically funded its operations with cash flow from operations and limited
borrowings from bank lenders. Net cash provided by operating activities for 1996
was $469,000. DMS currently has a $425,000 line of credit, which includes a
$200,000 line to be utilized solely for equipment financing. An aggregate of
$265,000 was available under this line of credit at December 31, 1996.
Historically, DMS has been able to fund its equipment purchase needs through
secured loans or equipment leases. During 1996, DMS utilized approximately
$762,000 to acquire two companies.

DMS incurs postage costs on behalf of customers of approximately $1,000,000
to $2,000,000 each month. DMS' policy is to collect such postage costs from its
customers in advance. To the extent that DMS is unsuccessful in doing so, cash
flow is negatively affected, and DMS may be required to utilize its bank credit
line. At December 31, 1996, DMS had postage receivable of $331,000 and advanced
postage of $612,000.

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<PAGE> 25

While no assurance can be given, management of DMS believes it has adequate cash
flow and financing alternatives available to it to fund its operations and
capital requirements in the foreseeable future.

RESULTS OF OPERATIONS -- COMPUTER OUTPUT

Year Ended December 31, 1996 Compared to Year Ended December 31, 1995

Revenues increased $1,313,000, or 37.1%, from $3,542,000 in 1995 to
$4,855,000 in 1996. This increase was primarily attributable to an increase in
the volume of all areas of Computer Output's business. The increased revenues
reflected increased business from both new and existing customers.

Computer Output's gross profit increased $627,000, or 57.2%, from
$1,096,000 in 1995 to $1,723,000 in 1996. The gross profit margin increased from
30.9% in 1995 to 35.5% in 1996. The increase in the gross profit margin was
primarily attributable to the fact that fixed costs remained relatively stable
while Computer Output's volume of business increased.

Selling, general and administrative expenses increased $216,000, or 22.1%,
from $979,000 in 1995 to $1,195,000 in 1996. As a percentage of revenues,
selling, general and administrative expenses decreased from 27.6% in 1995 to
24.6% in 1996. The increase in selling, general and administrative expenses was
primarily attributable to increased compensation expense as a result of the
hiring of additional personnel and increased commissions resulting from the
increased volume of business.

Net income increased from $60,000 in 1995 to $437,000 in 1996.

Year Ended December 31, 1995 Compared to Year Ended December 31, 1994

Revenues increased $1,350,000, or 61.6%, from $2,192,000 in 1994 to
$3,542,000 in 1995. This increase was primarily attributable to an increase in
the volume of all areas of Computer Output's business. Approximately $500,000 of
the revenue growth was attributable to one customer.

Computer Output's gross profit increased $363,000, or 49.5%, from $733,000
in 1994 to $1,096,000 in 1995. The gross profit margin decreased from 33.4% in
1994 to 30.9% in 1995. The decrease in the gross profit margin was primarily
attributable to Computer Output meeting its need for additional production
equipment through operating leases and, to a lesser extent, purchases of
equipment. In addition, a significant portion of the increased sales volume in
1995 was the result of an increase in Computer Output's preprinted forms and
envelope business, which has a lower profit margin than Computer Output's other
businesses.

Selling, general and administrative expenses increased $297,000, or 43.5%,
from $682,000 in 1994 to $979,000 in 1995. As a percentage of revenues, selling,
general and administrative expenses decreased from 31.1% in 1994 to 27.6% in
1995. The increase in the dollar amount of selling, general and administrative
expenses was primarily attributable to increased commissions as a result of the
increased volume of business.

Net income increased from $1,000 in 1994 to $60,000 in 1995.

LIQUIDITY AND CAPITAL RESOURCES -- COMPUTER OUTPUT

At December 31, 1996, Computer Output had working capital of $156,000.
Computer Output has historically funded its operations with cash flow from
operations and limited borrowings from bank lenders. Net cash provided by
operating activities for 1996 was $322,000. Computer Output currently has a
$300,000 bank line of credit, of which $150,000 was available at December 31,
1996. A former affiliated business of Computer Output loaned $250,000 to
Computer Output in 1993 to be used for working capital purposes. This loan was
repaid in full during 1996. Historically, Computer Output has been able to fund
its equipment purchase needs through secured loans or equipment leases. While no
assurance can be given, management of Computer Output believes it has adequate
cash flow and financing alternatives available to it to fund its operations and
capital requirements in the foreseeable future.

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<PAGE> 26

RESULTS OF OPERATIONS -- IMAGE

Year Ended December 31, 1996 Compared to Year Ended December 31, 1995

Revenues increased $972,000, or 12.1%, from $8,062,000 in 1995 to
$9,034,000 in 1996. This increase was primarily attributable to an increase in
the volume of Image's microfiche and compact disc business. Revenues also
increased in other areas of Image's business other than presorting, which
recorded a $69,000 decrease in revenues from 1995 to 1996. As a result of
competitive pressures in Image's local markets, Image was unable to achieve its
desired volume of presorting business. Accordingly, in the third quarter of
1995, Image began to outsource its presorting service and to focus internally on
the other areas of its business.

Image's gross profit increased $576,000, or 27.9%, from $2,068,000 in 1995
to $2,644,000 in 1996. The gross profit margin increased from 25.7% in 1995 to
29.3% in 1996. The increase in the gross profit margin was primarily
attributable to operating efficiencies resulting from Image's decision to
outsource its presorting service and to focus on the other more profitable areas
of its business.

Selling, general and administrative expenses increased $185,000, or 8.7%,
from $2,120,000 in 1995 to $2,305,000 in 1996. As a percentage of revenues,
selling, general and administrative expenses decreased from 26.3% in 1995 to
25.5% in 1996. The increase in the dollar amount of selling, general and
administrative expenses was primarily attributable to increased compensation
expense.

Image recorded a loss of $348,000 in 1995 and net income of $87,000 in
1996.

Year Ended December 31, 1995 Compared to Year Ended December 31, 1994

Revenues decreased $566,000, or 6.6%, from $8,628,000 in 1994 to $8,062,000
in 1995. This decrease was primarily attributable to the loss of a major portion
(approximately $600,000) of one client's business, plus a reduction in revenues
from Image's presorting business, as a result of Image's decision to outsource
such business beginning in the third quarter of 1995.

Image's gross profit decreased $249,000, or 10.7%, from $2,317,000 in 1994
to $2,068,000 in 1995. The gross profit margin decreased from 26.9% in 1994 to
25.7% in 1995. The decrease in the gross profit margin was primarily
attributable to the lost business from the major customer discussed above (which
business had a relatively high profit margin) plus losses during the first eight
months of 1995 in connection with Image's presorting business.

Selling, general and administrative expenses decreased $11,000, or less
than 0.5%, from $2,131,000 in 1994 to $2,120,000 in 1995. As a percentage of
revenues, selling, general and administrative expenses increased from 24.7% in
1994 to 26.3% in 1995.

Image recorded a loss of $88,000 in 1994 and a loss of $348,000 in 1995.

LIQUIDITY AND CAPITAL RESOURCES -- IMAGE

At December 31, 1996, Image had a working capital deficit of $986,000 and
total cash and cash equivalents of $61,000. Image has historically met its
working capital requirements by borrowing from bank lenders and by managing its
accounts receivable. Net cash provided by operating activities for 1996 was
$520,000. Image currently has a $850,000 bank line of credit, of which $55,000
was available at December 31, 1996. Historically, Image has been able to fund
its equipment purchase needs through secured loans or equipment leases.

Image incurs postage costs on behalf of customers of approximately
$1,000,000 to $1,500,000 each month. Image's policy is to collect such postage
costs from its customers in advance. To the extent Image is unsuccessful in
doing so, cash flow is negatively affected, and Image may be required to utilize
its bank credit line. While no assurance can be given, management of Image
believes that with the financing alternatives available to it and by managing
its accounts receivable, it will be able to fund its operations and capital
requirements in the foreseeable future.

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<PAGE> 27

RESULTS OF OPERATIONS -- COS INFORMATION

Year Ended July 31, 1996 Compared to Year Ended July 31, 1995

Revenues increased $1,073,000, or 27.4%, from $3,914,000 in fiscal 1995 to
$4,987,000 in fiscal 1996. This increase was primarily attributable to an
increase in the volume of business in COS Information's microfiche, microfilm
and laser printing business. The increased revenues in fiscal 1996 also
reflected enhanced value-added services, such as the utilization of highlight
color on laser printed documents.

COS Information's gross profit increased $510,000, or 40.6%, from
$1,257,000 in fiscal 1995 to $1,767,000 in fiscal 1996. The gross profit margin
increased from 32.1% in fiscal 1995 to 35.4% in fiscal 1996. The improvement in
the gross profit margin was primarily a result of COS Information's fixed
expenses remaining relatively stable or decreasing as revenues increased.

Selling, general and administrative expenses increased $236,000, or 21.7%,
from $1,089,000 in fiscal 1995 to $1,325,000 in fiscal 1996. As a percentage of
revenues, selling, general and administrative expenses decreased from 27.8% in
fiscal 1995 to 26.6% in fiscal 1996. The increase in the dollar amount of
selling, general and administrative expenses was primarily attributable to
increased equipment maintenance and rental cost and increased sales commissions.

Net income increased from $98,000 in fiscal 1995 to $337,000 in fiscal
1996.

Five Months Ended December 31, 1996 Compared to Five Months Ended
December 31, 1995 (Unaudited)

Revenues decreased $85,000, or 4.1%, from $2,058,000 for the five months
ended December 31, 1995, compared to $1,973,000 for the five months ended
December 31, 1996. This decrease was primarily attributable to a decrease in the
volume of business from a single customer for whom COS Information provides high
speed laser printing services.

COS Information's gross profit decreased $45,000, or 6.5%, from $688,000
for the five months ended December 31, 1995 to $643,000 for the five months
ended December 31, 1996. The gross profit margin decreased from 33.4% for the
five months ended December 31, 1995 to 32.6% for the comparable period in 1996.
The decrease in gross profit was primarily attributable to the decreased volume
of business.

Selling, general and administrative expenses increased from $535,000 for
the five months ended December 31, 1995 to $536,000 for the five months ended
December 31, 1996. As a percentage of revenues, selling, general and
administrative expenses increased from 26.0% for the five months ended December
31, 1995 to 27.2% for the five months ended December 31, 1996. The increase in
selling, general and administrative expenses was primarily a result of increased
compensation expense.

Net income decreased from $111,000 for the five months ended December 31,
1995 to $50,000 for the five months ended December 31, 1996.

LIQUIDITY AND CAPITAL RESOURCES -- COS INFORMATION

At December 31, 1996, COS Information had working capital of $290,000 and
cash and cash equivalents of $88,000. COS Information has historically funded
its operations with cash flow from operations and limited borrowings from bank
lenders. Net cash provided by operating activities for the year ended July 31,
1996 was $276,000 and net cash used by operations for the five months ended
December 31, 1996 was $14,000. Historically, COS Information has been able to
fund its equipment purchase needs through secured loans or equipment leases. For
the five months ended December 31, 1996, COS Information utilized $304,000 for
the acquisition of capital assets, and incurred new debt of $292,000. While
there can be no assurance, management of COS Information believes it has
adequate cash flow and financing alternatives available to it to fund its
operations and capital requirements in the foreseeable future.

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<PAGE> 28

BUSINESS

Vestcom International, Inc. provides computer output and document
management services to a broad range of industries. Concurrently with the
consummation of the Offering, Vestcom will acquire the seven Founding Companies.
These companies provide a number of value-added services including (i) the
production and distribution of time-sensitive computer-generated documents on
paper, compact disc, microfiche, microfilm and labels, (ii) demand publishing,
(iii) mailing services, (iv) marketing materials fulfillment and (v) forms
management. See "The Company." Prior to the Offering, Vestcom has not conducted
any operations. Unless otherwise indicated, all references to the business of
the Company refer to the businesses of the Founding Companies as they are
currently being conducted on an independent basis.

The Company believes that after consummation of the Acquisitions and the
Offering, it will be well-positioned to pursue its goal of becoming a leading
provider of computer output and document management services, initially in the
U.S. and portions of Canada, and eventually on a broader international scale.
The Company believes that its enhanced capital resources, technological
expertise and operating efficiencies will enable it to provide a broad range of
services from multiple locations. The Company intends to grow through
acquisitions to enhance its geographic penetration and to augment its existing
services and customer base. The Company will operate with a decentralized
management philosophy which permits local management to make most day-to-day
operating decisions. The Company believes that this approach will enable its
acquired businesses to maintain their high level of customer service and
contact, while allowing them to draw upon the collective resources of the
Company as a whole.

The Company currently provides services to a broad range of industries,
including financial, telecommunications, pharmaceutical, health care, publishing
and retail and manufacturing firms. The Company believes that its services
afford its customers an opportunity to obtain improved quality, reliability and
turnaround of documents, at a reduced cost. The Company's services enable
customers to:

- Utilize a broad range of computer output services to create documents for
their specific needs

The Company believes that a key competitive advantage is its
significant computer processing and programming capabilities. The
Company's technical staff designs and implements the software and systems
to produce customized output for customers. The Company's capabilities
provide customers with the flexibility to obtain small or large volumes of
documents with the same high quality, while permitting each document to be
different from the next. The Company produces documents for most of its
customers on a regular basis, either daily, weekly, monthly, quarterly or
as otherwise required by the customer.

- Obtain computer output and document management services at a reduced cost

The Company's advanced computer processing and distribution
capabilities permit customers to reduce their production, distribution and
mailing costs. Customers can also reduce their overhead and fixed costs by
decreasing or eliminating equipment, floor space, personnel, utilities and
other related expenses. The Company's specialized equipment can be
utilized 24 hours a day, seven days a week, to meet customers' needs. In
contrast, in order to perform many computer output and document management
services in-house, customers are required to make significant capital
expenditures for equipment which may not be utilized to capacity on a
daily basis.

- Reduce turnaround time and substantially reduce downtime

The Company's advanced technology and equipment, internal equipment
redundancy and multi-site production capabilities reduce turnaround time
and maximize capacity utilization.

- Gain access to the newest technologies

The Company keeps abreast of frequent changes in technology and
equipment in the computer output and document management services
industry, enabling its customers to (i) receive the benefits of
technological advances without making significant investments in hardware
and software and (ii) retain the flexibility to change the equipment and
technologies they utilize as their respective needs change. The Company's
technological expertise and equipment will be shared Company-wide.

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<PAGE> 29

INDUSTRY OVERVIEW

The Company believes that the computer output and document management
market that the Company services was over $20 billion in 1996, which includes
over $5 billion for the production and distribution of statements and invoices,
approximately $8 billion for demand publishing and approximately $5 billion for
microfiche, microfilm, compact discs and other imaging services. The Company
further believes that there is a significant market for the production and
distribution of computer-generated documents other than statements and invoices
(including point-of-purchase labels), marketing materials fulfillment and
mailing services.

As a result of the increased complexity and volume of computer-generated
documents and the increased costs of producing these documents in-house, a
growing number of companies have looked to outsourcing as an alternative to
performing computer output and document management services in-house. Gartner
Group, an information technology consulting firm, has estimated that the North
American market for outsourcing of the production and distribution of
computer-generated documents was $5 billion in 1996 and will grow to
approximately $14 billion by the year 2000. Gartner Group also has estimated
that in the United States and Europe document outsourcing will grow at a
compound annual growth rate of 30% per year through 2000.

The computer output and document management services business is highly
fragmented and is characterized by many small companies, numerous in-house
operations and several national service bureaus. The Company believes that there
are over 5,000 companies in this business, of which fewer than 100 have revenues
in excess of $10 million. The Company believes that for the most part, these
5,000 companies serve local markets and provide a narrow range of services. The
Company further believes that many computer output and document management
services businesses: (i) have insufficient capital for expansion; (ii) do not
invest sufficiently in rapidly changing technologies; and (iii) are unable to
meet the needs of large, geographically dispersed clients.

The Company believes that the growth of the computer output and document
management services market is being driven by several factors, including: (i)
the increasing trend of businesses to outsource their non-core functions; (ii)
the growth of the companies and industries in the Company's customer base, which
has resulted in an increase in the volume and variety of documents which these
companies need to generate; (iii) the increased demand of managers, employees
and customers for time-sensitive computer-generated documents as a result of
recent advances in information technology; and (iv) government regulations that
require the reporting and retention of, and access to, a broad range of
information.

BUSINESS STRATEGY

The Company's goal is to become a leading provider of computer output and
document management services, initially in the U.S. and portions of Canada, and
eventually on a broader international scale. To achieve this goal, the Company
intends to implement the following strategy:

Provide a Broad Range of High Quality Services at a Competitive Cost from
Multiple Locations

The Company intends to provide a broad range of high quality computer
output and document management services at a competitive cost in targeted
geographic locations through selective acquisitions and the expansion of its
existing businesses. The Company intends to market its services to customers
with a geographically-dispersed presence throughout the United States and Canada
and to customers with strong ties to local markets.

Capitalize on Cross-Selling Opportunities

The Company intends to capitalize on the expertise of the various Founding
Companies to expand the range of services provided to existing customers as well
as to broaden the Company's customer base. For example, while certain of the
Founding Companies presently provide compact disc, microfiche, microfilm and
demand publishing services to customers, the Company believes that these
services could be marketed to additional customers that are presently obtaining
other services from the Company. In addition, certain of the Founding Companies
have expertise in particular industries and with specific types of customers,
such as

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<PAGE> 30

credit unions, supermarket chains and pharmaceutical companies. The Company
believes that this expertise will enhance its ability to obtain and service
customers in the same industries in additional geographic areas.

Provide Complete Outsourcing Solutions for Clients

The Company intends to provide a turnkey document output and distribution
service in which the Company assumes most of the document output and
distribution responsibilities previously performed by the customer's in-house
operations. The Company believes that, in most cases, it can perform these
services more cost-effectively than the customer can perform them internally.

Operate with a Decentralized Management Philosophy

The Company intends to operate with a decentralized management structure to
provide personalized customer service and a motivating environment for its
staff. The Company intends to permit local management to have continued
responsibility and accountability and to make most day-to-day operating
decisions. The Company intends to provide financial, marketing, planning and
administrative support on a centralized basis. The Company believes that this
approach will enable acquired businesses to maintain their high level of
customer service and contact, while allowing them to draw upon the collective
resources of the Company as a whole.

Achieve Cost Savings Through Consolidation and Economies of Scale

The Company intends to achieve significant economies of scale by (i)
consolidating a number of administrative functions; (ii) combining the
purchasing of such items as materials and supplies, equipment maintenance and
employee benefits; (iii) reducing or eliminating redundant functions and
facilities; and (iv) sharing production through a communications network to
maximize equipment utilization and speed delivery.

ACQUISITION STRATEGY

The Company plans to acquire additional companies in the highly-fragmented
computer output and document management services industry. The Company intends
to expand to targeted geographic areas in the United States, Canada and abroad
by acquiring companies that have specified characteristics in order to create a
multi-site, multi-service company. Targeted geographical areas include those
areas which have a high concentration of potential customers with high-volume,
computer-generated output. In identifying potential acquisition candidates, the
Company will look for companies (i) with services that are similar or
complementary to those provided by the Company; (ii) serving geographic markets
targeted by the Company; and (iii) with strong management and customer
relationships.

The Company intends to further augment its acquisitions with "tuck-in"
acquisitions in the same or contiguous areas that can then be assimilated into
one or more of the Company's existing operations. The Company believes that it
can increase market share through tuck-ins by adding additional customers and
leveraging operational efficiencies through the sharing of capacities and
capabilities and the elimination of duplicate overhead. The Company also intends
to grow by acquiring the in-house computer output centers of targeted
corporations.

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<PAGE> 31

The following map indicates where the headquarters and branch offices of
the Founding Companies are located.

[MAP OF THE UNITED STATES]

For a discussion of certain risks associated with the Company's future
acquisition strategy, see "Risk Factors -- Risks Related to the Company's
Acquisition Strategy" and "-- Need for Additional Financing."

SERVICES

The Company provides a variety of computer output and document management
services for its customers based on their specific needs. The Founding
Companies' current services (which the Company will continue to provide) include
the following:

OUTPUT SERVICES

Production and Distribution of Time-Sensitive Documents on Paper

The Company converts electronic data received from its customers into
informative, accurate and customized documents such as brokerage statements,
bank statements, invoices, pension reports, credit union statements and
management reports (including sales reports, financial and accounting reports
and inventory reports). The Company's technical staff develops specialized
systems and software to meet its customers' needs. Upon receipt of computer data
from its customers, the data are processed through the specialized systems and
software generally developed by the Company to provide, among other things,
customized formatting of output, cost-effective and speedy postal delivery,
intelligent insertion, selective distribution and quality control. The Company's
processing of its customers' data enables the Company to create customized
output, such as selective marketing messages and highlight color on invoices.
The Company's capabilities enable it to print small or large volumes of
documents with the same high quality, while permitting each document to be
different from the next. The Company produces documents for most of its
customers on a regular basis, either daily, weekly, monthly, quarterly or as
otherwise required by the customer. The Company produces approximately 53
million impressions (pages) per month.

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<PAGE> 32

Production and Distribution of Documents on Compact Disc

The Company converts electronic data onto compact disc. Compact disc is
primarily used for rapid access to information and in situations where the user
needs to manipulate the data easily, such as meeting customer service
requirements, for archiving, and as an alternate method of distributing various
documents such as sales reports. The Company produces approximately 21 million
images (pages) per month on compact disc.

Production and Distribution of Documents on Microfiche and Microfilm

The Company converts electronic data onto microfiche and microfilm.
Microfiche and microfilm are used primarily for archiving, to meet customer
service requirements and for other purposes which are not highly time-sensitive.
The Company produces approximately 99 million images (pages) per month on
microfiche and microfilm.

Production and Distribution of Computer-Generated Labels

The Company produces and distributes computer-generated point-of-purchase
labels for grocery stores, drug stores and discount and retail department
stores. These labels generally display the product's price (including unit
price), a bar-code for scanning and information about the product such as its
size and weight. The Company utilizes high-speed laser printers and specialized
finishing equipment to produce such labels. The Company provides rapid
turnaround of labels to its customers' stores and distribution centers daily,
weekly or as otherwise required to reflect changes in the information contained
on the labels. The Company prints approximately 2 million sheets of
computer-generated labels per month, with each sheet containing from one to up
to 120 labels.

Demand Publishing

The Company prints, packages and distributes documents that are subject to
frequent revision or unpredictable demand, such as product instruction manuals,
management training manuals and technical materials. For example, a software
company that provides instruction manuals to its customers may need to update
the manuals frequently to reflect changes in its product. The Company's print on
demand system permits the customer to revise the instruction manual and
cost-effectively produces the number of copies the customer requires at the time
the information is needed. The flexibility of the Company's system enables the
customer to make product enhancements (such as corrections or improvements to
product manuals) without maintaining costly inventories of documents which might
quickly become outdated. The Company provides complete assembly of software
packages, including coordination of software duplication and production of the
applicable documentation. The Company prints approximately 8 million impressions
(pages) per month.

COMPUTER CENTER DOCUMENT OUTSOURCING SERVICES

As contrasted with the Company's individualized services described under
"Output Services," the Company's Computer Center Document Outsourcing Services
is a turnkey document output and distribution service. The Company typically
assumes most of the document output and distribution responsibilities previously
performed by the customer's in-house operations. This service often enables the
customer to close its in-house computer output printing center. The customer
transmits its computer-generated data to one of the Company's output and
production centers, which then processes, produces and distributes all of the
reports, invoices, statements and other computer output documents needed by the
customer.

MAILING SERVICES

The Company provides cost-effective and rapid distribution of completed
documents and is able to obtain postal discounts of up to approximately 25% off
the current U.S. first class single piece postage rate.

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<PAGE> 33

Insertion

The Company provides both selective (intelligent) and non-selective
insertion services. The Company's insertion equipment folds and inserts reports,
bills, invoices and other marketing materials into envelopes. The Company's
automated insertion equipment inserts approximately 12 million pieces per month.

Presorting

The Company sorts mail to United States and Canadian Postal Service
specifications and adds postal bar-codes in order to obtain the greatest
available discount and speed delivery. The Company sorts approximately 5 million
pieces of mail per month.

Commingling

By combining volumes of mail from a number of customers and adding postal
bar-codes, the Company is able to generate postal discounts for customers that
do not produce sufficient volume to obtain these benefits on their own. The
Company commingles approximately 13 million pieces of mail per month.

MARKETING MATERIALS FULFILLMENT

The Company's fulfillment operations provide an efficient mechanism for its
customers to distribute marketing materials and instruction manuals to
geographically dispersed locations on demand, in a timely, cost-effective
manner. The Company receives marketing and related materials from customers,
stores them and then ships the materials to various locations upon the receipt
of a customer order. For example, a candy manufacturer uses the Company's
services to distribute advertising displays and related materials to
supermarkets, and a watch manufacturer uses the Company's services to distribute
instruction manuals to consumers who have misplaced their original instruction
booklets. The Company receives orders to ship materials by telephone, computer,
phone mail, fax, mail, electronic mail and Electronic Data Interchange (EDI).
The Company's inbound telemarketing service includes customer service
representatives who take orders and provide information concerning inventory
availability, anticipated delivery and the status of previously placed orders.
The Company also produces customized computer reports which track the volume and
frequency of shipments of materials to various locations. As an additional
service, the Company produces specialized computer reports for pharmaceutical
companies which track the distribution of drug samples and provide detailed
information as required by law. The Company ships approximately 52,000 packages
of marketing and related materials per month.

FORMS MANAGEMENT

The Company's services include the purchase, storage and maintenance of
printed forms, envelopes, letterhead and marketing materials for customers. The
Company also offers limited offset printing services to print forms, stationery
and other marketing materials.

DEVELOPMENT OF NEW SERVICES

The Company believes that its future success depends on its ability to
enhance its current services and develop new services that address the
increasingly sophisticated needs of its customers. For example, during the last
five years, several of the Founding Companies have increased their document
storage capabilities. While previously offering only microfiche and microfilm
technology, several of the Founding Companies now offer customers compact disc
technologies. In addition, as postal regulations have changed, several of the
Founding Companies have improved and updated their software capabilities in
order to process nine digit zip codes and use bar coding to take advantage of
new postal discounts.

The Company continually faces challenges in keeping abreast of new
technologies. As an example of a future challenge, many companies may increase
their use of the Internet to transmit information to employees or customers. To
remain competitive, the Company may need to be prepared to offer its customers
services that utilize Internet technology. The Company attempts to keep up with
technological advances by attending trade shows and by maintaining close contact
with its principal customers.

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CONFIDENTIALITY OF CUSTOMER INFORMATION

A substantial portion of the Company's business involves the handling of
documents containing confidential and other sensitive information of its
customers. Certain of the Founding Companies already take steps to protect such
information, such as requiring employees to enter into confidentiality
agreements as a condition of employment and restricting access to certain areas
within the Founding Company's premises to certain employees with the need for
such access. Following consummation of the Acquisitions, the Company intends to
implement uniform policies throughout the Company to protect confidential
information, including requiring all new employees and, to the extent practical,
existing employees, to execute confidentiality agreements to the extent not
previously executed. In addition, while some of the Founding Companies have
printer's error insurance to insure against certain risks of breach of
confidentiality, the Company intends to obtain printer's error insurance to
attempt to reduce the economic impact of any breach. A breach of confidentiality
would also have collateral damaging effects on the Company's business
reputation.

SALES AND MARKETING

The Company's sales efforts are handled principally through its in-house
direct sales staff of approximately 40 people located in five states and the
Province of Quebec. The Company's sales representatives generally have expertise
in specific industries, such as the pharmaceutical, telecommunications and
financial services industries, and in specific output services, such as
statements, computer-generated labels, compact discs and demand publishing. The
Company employs customer service representatives to provide on-going support to
existing customers and to oversee the implementation of new customer projects.

The Company augments the work of its sales personnel through a variety of
direct marketing techniques, including direct mail, regular participation in
industry trade shows and conferences, articles and advertisements in trade
journals and Company-sponsored seminars for customers and prospective customers.

The Company intends to provide Company-wide marketing support to its sales
staff through the production and distribution of marketing materials,
telemarketing and seminars. The Company plans to augment local sales and
marketing efforts through the implementation of a national account program for
large customers. The Company's sales and customer service personnel will
continue to interact extensively with customer and Company operations staff to
address specific customer needs.

CUSTOMERS

The Company currently has approximately 1,200 customers, including
financial institutions, telecommunications companies, pharmaceutical companies,
health care institutions, publishing companies and retail and manufacturing
firms. No one customer presently accounts for over 5% of the Company's sales.

The Founding Companies have demonstrated the ability to retain customers
over the long-term under short-term contracts, and in many instances, without
written contracts. The Company believes that quality of performance, on-going
customer support and the technologically advanced customized services provided
by the Founding Companies have contributed to this record of successful customer
retention.

COMPETITION

The Company operates in a highly competitive industry. A significant source
of competition is the in-house document handling capability of the Company's
target customer base. In addition, with respect to those services that are
outsourced, the Company competes with a variety of companies, many of which have
greater financial resources than the Company. The Company's major competitors
include Xerox Business Services, Pitney Bowes Management Services, Anacomp,
First Image (a subsidiary of First Data Corporation), Output Technologies (a
division of DST Systems, a subsidiary of Kansas City Southern Industries), IKON
Office Solutions and Lason, as well as smaller local providers.

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<PAGE> 35

The Company believes that the principal competitive factors in providing
computer output and document management services include technological
expertise, quality and accuracy, turnaround time, price, reliability and
security of service, reputation, client industry expertise, capacity and
customer support and service.

LITIGATION

The Company is, from time to time, a party to legal proceedings arising in
the normal course of its business. Management believes that none of the legal
proceedings currently outstanding will have a material adverse effect on the
Company's business, financial condition or results of operations.

FACILITIES

The Company currently operates 19 computer output and document management
service facilities, aggregating approximately 610,000 square feet. These
facilities are located in nine states and in the Province of Quebec, Canada. All
of these facilities are leased and are used for operations, administrative and
storage functions. Leases vary in term remaining from month-to-month to seven
years and in some cases, include options to extend the lease term. See "Certain
Transactions" for further information relating to these leases.

EMPLOYEES

The Company has approximately 680 full-time and 240 part-time employees. No
employees of the Company are represented by a labor union. The Company considers
its relations with its employees to be good.

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<PAGE> 36

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information concerning each of
Vestcom's directors, executive officers and persons who will become directors or
executive officers of Vestcom following the consummation of the Offering:

<TABLE>
<CAPTION>
NAME AGE POSITION*
- --------------------------------- --- ----------------------------------------------
<S> <C> <C>
Joel Cartun...................... 57 President, Chief Executive Officer and
Director of Vestcom; President of Comvestrix
Peter J. McLaughlin.............. 58 Executive Vice President, Chief Financial
Officer, Treasurer and Director of Vestcom
Leslie M. Abcug.................. 49 Vice President -- Finance and Administration
of Vestcom; Vice President of Finance and
Administration of Comvestrix
Howard April..................... 66 Director of Vestcom; Chairman of the Board of
COS Information
Gary J. Marcello................. 53 Director of Vestcom; President of DMS
Stephen R. Bova.................. 50 Director of Vestcom
Leonard J. Fassler............... 65 Director of Vestcom
Fred S. Lafer.................... 68 Director of Vestcom
Richard D. White................. 43 Director of Vestcom
</TABLE>

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

* Upon consummation of the Offering, it is anticipated that Mr. McLaughlin will
resign as a director and that Messrs. April, Marcello, Bova, Fassler, Lafer
and White will become directors.

Members of the Board of Directors will serve until the next annual meeting
of stockholders and thereafter until their successors are elected and qualified.

The Company plans to establish an Audit Committee and a Compensation
Committee of the Board of Directors upon the consummation of the Offering. The
Company anticipates that Leonard J. Fassler and Richard D. White will be the
initial members of the Audit Committee and that Stephen R. Bova and Fred S.
Lafer will be the initial members of the Compensation Committee.

Joel Cartun has been the President, Chief Executive Officer and a director
of Vestcom since its incorporation in September 1996. Mr. Cartun founded
Comvestrix, one of the Founding Companies, in 1969, and has served as President,
Chief Executive Officer and a director of that corporation since its
incorporation. Mr. Cartun was a founder of Xplor International, a trade
association for the electronic printing industry.

Peter J. McLaughlin has served as Executive Vice President, Chief Financial
Officer and Treasurer of Vestcom since March 1997 and as a consultant to Vestcom
from July 1996 to March 1997. Mr. McLaughlin has been a director of Vestcom from
its inception and will continue to serve as such through the consummation of the
Offering, at which time it is expected he will resign. He was a partner from
1994 to 1996 in the merger and acquisition firm of McLaughlin & Tonra. Prior
thereto, he held several positions, most recently as Senior Vice President of
the Eastern Region, with Zytron (a Dun & Bradstreet subsidiary specializing in
computer output services) and its successor company, First Image Management,
from 1986 to 1993. He was the founder and Chief Executive Officer of
Micrographics Systems, a computer output microfilm service bureau that was sold
to Dun & Bradstreet in 1986.

Leslie M. Abcug has served as Vice President -- Finance and Administration
of Vestcom since January 1997 and as Vice President of Finance and
Administration of Comvestrix, one of the Founding Companies, since 1986.

Howard April will become a director of Vestcom upon the consummation of the
Offering. Mr. April founded COS Information, one of the Founding Companies, in
1972 and has served as its Chairman of the Board since 1995. He also served as
its President from 1972 to 1995. Mr. April has also served as President of

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<PAGE> 37

Lirpaco Inc., COS Information's parent, since 1972. Mr. April's son, Leonard
April, is President of COS Information.

Gary J. Marcello will become a director of Vestcom upon the consummation of
the Offering. Mr. Marcello has served as the President of the largest of the
three companies constituting DMS (see "The Company"), one of the Founding
Companies, since 1975.

Stephen R. Bova will become a director of Vestcom upon the consummation of
the Offering. Mr. Bova has served as President of the Global Banking Division of
Electronic Data Systems Corporation (a provider of technical and information
services) since November 1996. Prior thereto, he served as President of the
Global Financial Division of Alltel Information Services, Inc. (a provider of
software and information services) for in excess of five years.

Leonard J. Fassler will become a director of Vestcom upon the consummation
of the Offering. Mr. Fassler has served as a consultant to GE Capital
Information Technology Systems, Inc. (an international computer reselling and
integration company affiliated with General Electric) since August 1996. Mr.
Fassler served as Co-Chairman of AmeriData Technologies, Inc. (an international
computer integration and support company) for in excess of five years until GE's
acquisition of that company in July 1996.

Fred S. Lafer will become a director of Vestcom upon the consummation of
the Offering. Mr. Lafer has served as President of the Taub Foundation (a
charitable foundation) since 1994. Mr. Lafer served as Senior Vice President and
Secretary of Automatic Data Processing, Inc. (a provider of employer, financial
and data services) for in excess of five years, until 1996.

Richard D. White will become a director of Vestcom upon the consummation of
the Offering. Mr. White has been a Managing Director of Oppenheimer & Co., Inc.,
one of the Representatives of the Underwriters of the Offering, for in excess of
five years. Mr. White is also a director of Midway Games Inc.

The following table sets forth certain information concerning certain
principals of the Founding Companies who will continue as employees of the
Company following the consummation of the Acquisitions and the Offering:

<TABLE>
<S> <C> <C>
Leonard April.................... 38 President of COS Information
Steven R. Bardwell............... 38 President and Chief Executive Officer of EIS
Frank J. Capozzi................. 54 Executive Vice President of Image
Timothy M. Cicchese.............. 36 Chairman of the Board and Chief Executive
Officer of Computer Output
Alfred F. Gismondi............... 52 Vice President of Marketing of Mystic
James H. Horst................... 59 Chairman of the Board and President of Image
Timothy E. McKenzie.............. 40 Executive Vice President -- Sales and
Marketing of EIS
Robert R. Rogus.................. 55 Vice President of Sales of Comvestrix
Anthony Rossi.................... 38 Vice President of DMS
</TABLE>

Leonard April has served as President of COS Information, one of the
Founding Companies, since 1996. Prior thereto, he served as Vice
President -- Sales and Marketing of COS Information for in excess of five years.
Mr. April is Howard April's son.

Steven R. Bardwell co-founded EIS, one of the Founding Companies, in 1985
and has served as its Chief Executive Officer and President for in excess of
five years.

Frank J. Capozzi co-founded Image, one of the Founding Companies, in 1980
and has served as its Executive Vice President for in excess of five years.

Timothy M. Cicchese has served as the Chairman of the Board and Chief
Executive Officer of Computer Output, one of the Founding Companies, since 1995
and as Vice President and Chief Financial Officer of Computer Output and its
predecessor from 1993 to 1995. Prior thereto, he served as the Data Center
Manager for NCR Corp. (a division of AT&T) from 1992 to 1993.

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<PAGE> 38

Alfred F. Gismondi has served as the Vice President of Marketing of Mystic,
one of the Founding Companies, for in excess of five years.

James H. Horst co-founded Image, one of the Founding Companies, in 1980 and
has served as its Chairman of the Board and President for in excess of five
years.

Timothy E. McKenzie has served as the Executive Vice President of EIS, one
of the Founding Companies, since 1994. He also served as its Vice President from
1991 to 1994.

Robert R. Rogus has served as Vice President of Sales of Comvestrix, one of
the Founding Companies, for in excess of five years.

Anthony Rossi has served as Vice President of the largest of the three
companies constituting DMS, one of the Founding Companies, for in excess of five
years.

DIRECTORS' COMPENSATION

Directors who are employees of the Company do not receive additional
compensation for serving as directors. Each director who is not an employee of
the Company receives an annual retainer of $6,000 and an additional fee of
$1,000 for each day's attendance at a Board of Directors meeting and/or
committee meeting. Under the Company's Stock Option Plan, each non-employee
director will also receive options to acquire 10,000 shares of Common Stock at
the beginning of his or her first year of service as a director, and options
covering 5,000 shares of Common Stock for each year of service thereafter. See
"Stock Option Plan." Directors of the Company are reimbursed for out-of-pocket
expenses incurred in their capacity as directors of the Company. Gary J.
Marcello and Howard April, who will become directors of the Company upon the
consummation of the Offering, have entered into employment agreements with DMS
and COS Information, respectively, each of which will commence on the
consummation date of the Offering. For a description of their respective
employment agreements, see "Employment Agreements."

EXECUTIVE COMPENSATION

Vestcom was incorporated in September 1996 and has not conducted any
operations since that time other than in connection with its formation, the
negotiation of the Acquisitions and the Offering. The Company anticipates that
subject to the hiring of additional executive officers, during 1997 its five
most highly compensated executive officers will be its current five executive
officers. The annualized compensation of such persons will be as follows: Mr.
Cartun -- $200,000, Mr. Marcello -- $200,000, Mr. McLaughlin -- $144,000, Mr.
Abcug -- $110,000 and Mr. Howard April -- $75,188. Each executive officer has
entered into an employment agreement with the Company or a subsidiary thereof
commencing on the consummation of the Offering, except that Mr. McLaughlin
commenced employment with Vestcom on March 1, 1997. See "Employment Agreements."
Neither Joel Cartun nor Leslie M. Abcug received any compensation from Vestcom
or from any of the Founding Companies for services rendered to Vestcom during
the year ended December 31, 1996. For amounts paid to Mr. McLaughlin, see
"Certain Transactions."

EMPLOYMENT AGREEMENTS

Mr. Cartun and Mr. McLaughlin have each entered into an employment
agreement with the Company, Mr. Abcug has entered into an employment agreement
with Comvestrix, Mr. Marcello has entered into an employment agreement with DMS,
and Mr. Howard April has entered into an employment agreement with COS
Information, each of which will commence on the consummation of the Offering and
the Acquisitions (other than Mr. McLaughlin's agreement, which commenced on
March 1, 1997) and will continue for a term of three years following the
consummation of the Offering.

Pursuant to their respective agreements, Mr. Cartun will serve as President
and Chief Executive Officer of the Company at an annual base salary of $200,000,
Mr. McLaughlin will serve as Executive Vice President and Chief Financial
Officer of the Company at an annual base salary of $144,000, Mr. Abcug will
serve as Vice President of Finance and Administration of Comvestrix at an annual
base salary of $110,000, Mr. Marcello will serve as President of DMS at an
annual base salary of $200,000 and Mr. Howard April will

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<PAGE> 39

serve as Chairman of the Board of COS Information at an annual base salary of
CDN $100,000 (approximately U.S. $75,188). Each of Messrs. Cartun, McLaughlin,
Abcug, Marcello and April will be entitled to participate in all compensation
and employee benefit plans maintained by the Company and its subsidiaries,
including such bonuses as may be authorized by the Board of Directors from time
to time.

Each of the employment agreements provides that, in the event of a
termination of employment by the Company without cause, such employee will be
entitled to receive from the Company an amount in cash equal to the employee's
then-current annual base salary for the remainder of the term. In the event of a
Change in Control (as defined) of the Company, if the employee has not received
sufficient prior notice that such employee's employment will be continued
following the Change in Control, such Change in Control will be deemed to be a
termination without cause. Further, in the event of any Change in Control, the
employee may also elect to treat the Change in Control as a termination without
cause by giving appropriate notice to the Company. Each employment agreement
also provides that, in the event of a termination of employment as a result of
death or disability, such employee (or his heirs or legal representatives, as
the case may be) will be entitled to receive a lump-sum amount in cash equal to
the employee's then-current base salary, offset by any payments made by the
Company pursuant to any life insurance or disability policies. If employment
terminates for cause or the employee terminates his employment for reasons other
than death or permanent disability, the employee will only be entitled to
receive earned but unpaid salary as of the date of termination.

Each employment agreement also contains certain non-competition covenants
which will continue for a period equal to the longer of five years after the
consummation of the Offering or one year following termination of employment.
Each employment agreement also contains certain anti-solicitation, anti-raiding
and confidentiality provisions.

STOCK OPTION PLAN

In March 1997, the Board of Directors and stockholders of Vestcom approved
the Company's 1997 Equity Compensation Program (the "Stock Option Plan"). The
purpose of the Stock Option Plan is to provide directors, officers, key
employees and consultants with additional incentives by increasing their
ownership interests in the Company. Directors, officers and other key employees
of the Company and its subsidiaries are eligible to participate in the Stock
Option Plan. Awards may also be granted to consultants providing valuable
services to the Company. In addition, individuals who have agreed to become a
key employee or consultant, and key employees and consultants of entities that
are expected to become subsidiaries, are eligible for option grants, conditional
in each case on actual employment, consultant or subsidiary status. The Stock
Option Plan authorizes the granting of incentive stock options, non-qualified
stock options, stock appreciation rights, performance shares and stock bonus
awards.

The Stock Option Plan also provides for automatic option grants to
directors who are not otherwise employed by Vestcom or its subsidiaries. Upon
commencement of service, a non-employee director will receive a non-qualified
option to purchase 10,000 shares of Common Stock, and continuing non-employee
directors will receive annual options to purchase 5,000 shares of Common Stock.
Options granted to non-employee directors become fully exercisable one year
after the date of grant. Non-employee directors' options have a term of ten
years from the date of grant.

The maximum number of shares of Common Stock that may be subject to
outstanding options and awards under the Stock Option Plan, determined
immediately after the grant of any option or award, is the greater of 700,000
shares or 10% of the aggregate number of shares of the Company's Common Stock
outstanding, provided, however, that options to purchase no more than 700,000
shares of Common Stock may be granted as incentive stock options. No one person
may receive options or awards for more than 100,000 shares of Common Stock per
calendar year.

The Stock Option Plan will be administered by the Board of Directors or by
a committee of the Board (in either case, the "Plan Administrator"). Options and
awards granted under the Stock Option Plan will have an exercise or payment
price as established by the Plan Administrator, provided that the exercise price
of incentive stock options may not be less than the fair market value of the
underlying shares on the date of grant and the exercise price of stock options
granted to non-employee directors will be equal to the fair market value

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<PAGE> 40

of the underlying shares on the date of grant. Upon exercise or payment of an
option or award, the participant will be required to provide the payment price
in full in cash or in shares of Common Stock valued at fair market value on the
date of exercise. In connection with any exercise of options or awards, the
Company will have the right to collect or withhold from any payments under the
Stock Option Plan all taxes required to be withheld under applicable law.

Unless otherwise provided by the Plan Administrator, options and awards
granted under the Stock Option Plan to persons other than non-employee directors
are exercisable in 25% increments commencing one year after the date of grant.
The Stock Option Plan provides that all stock options granted to non-employee
directors will become immediately exercisable upon the occurrence of a "Change
in Control Event" (as defined in the Stock Option Plan). The Stock Option Plan
further provides that the Plan Administrator may accelerate the vesting of any
other option or award upon the occurrence of a Change in Control Event.

Options and awards granted under the Stock Option Plan generally will be
nontransferable, except by will or by the laws of descent and distribution.
During the lifetime of a participant, an option generally may be exercised only
by the participant. The Stock Option Plan contains various termination
provisions for options and awards in the event of termination of employment or
status as a director for various reasons.

The Stock Option Plan may be amended or terminated at any time by the Board
of Directors, except that no amendment may be made without stockholder approval
if such approval is required by Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended, or other applicable law and no amendment or
revision may alter or impair an option or award without the consent of the
holder thereof. The Stock Option Plan will terminate on March 1, 2007, unless
earlier terminated by the Board of Directors. No options or awards may be
granted after termination, although such termination will not affect the status
of any option or award outstanding on the date of termination.

Upon consummation of the Acquisitions and the Offering, options covering up
to an aggregate of 305,000 shares of Common Stock will be outstanding under the
Stock Option Plan, including (i) options to purchase 10,000 shares of Common
Stock which will have been granted to each of Stephen R. Bova, Leonard J.
Fassler, Fred S. Lafer and Richard D. White, (ii) options to purchase 15,000
shares of Common Stock which will have been granted to Howard April and (iii)
options to purchase up to an additional 250,000 shares of Common Stock which
will have been granted to other employees of Vestcom and its subsidiaries. The
specific options to be granted to such employees have not yet been determined.
All of the options granted at or prior to the consummation of the Offering will
expire ten years after the date of grant (except for Mr. April's options, which
will expire on January 2, 2001) and have an exercise price, subject to
adjustment, equal to the initial public offering price of the Common Stock in
the Offering. Such options will be exercisable annually in 25% increments
beginning with the first anniversary of the date of grant, except for the
options granted to Messrs. April, Bova, Fassler, Lafer and White, each of which
becomes fully exercisable one year after the date of grant. See "Certain
Transactions -- Organization of the Company -- Canadian Acquisition."

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<PAGE> 41

PRINCIPAL STOCKHOLDERS

The following table sets forth information with respect to beneficial
ownership of the Common Stock, after giving effect to the Acquisitions and the
Offering, by (i) all persons known to the Company to be the beneficial owner of
5% or more thereof, (ii) each director and person who will become a director
upon consummation of the Offering, (iii) each executive officer and person who
will become an executive officer upon consummation of the Offering and (iv) all
executive officers and directors as a group. The address of each such person is
c/o Vestcom International, Inc., 1100 Valley Brook Avenue, Lyndhurst, New Jersey
07071. All persons listed have sole voting and investment power with respect to
their shares unless otherwise indicated.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED
AFTER OFFERING(1)
---------------------
NAME NUMBER PERCENT
- ----------------------------------------------------------------------- --------- -------
<S> <C> <C>
Joel Cartun............................................................ 1,446,198(2) 18.1%
Peter J. McLaughlin.................................................... 172,837 2.2
Leslie M. Abcug........................................................ 31,628 *
Howard April........................................................... 141,464(3) 1.8
Gary J. Marcello....................................................... 566,210(4) 7.1
Stephen R. Bova........................................................ -- --
Leonard J. Fassler..................................................... -- --
Fred S. Lafer.......................................................... -- --
Richard D. White....................................................... 325,512(5) 4.1
All executive officers and directors as a group (9 persons)............ 2,683,849 33.6
</TABLE>

- ---------------
* Less than one percent.

(1) Does not include shares underlying options which will have been granted to
the indicated persons, none of which are exercisable within 60 days of the
date of this Prospectus.

(2) Includes 200,000 shares held by trusts for the benefit of Mr. Cartun's
children. As trustee of such trusts, Mr. Cartun's wife has the right to vote
and dispose of such shares.

(3) Includes 127,746 Exchangeable Shares of Vestcom's Canadian subsidiary which
will be convertible into 127,746 shares of Common Stock. For purposes of
this table, all of such 127,746 Exchangeable Shares are deemed to have been
converted. Mr. April also will have an interest in one share of Vestcom's
Class B Preferred Stock, which will entitle him to vote on any matter
submitted to a vote of the holders of the Common Stock as though he owned
127,746 shares of Common Stock. See "Certain Transactions."

(4) Includes 27,436 shares held by a family limited partnership controlled by
Mr. Marcello.

(5) Includes 287,216 shares held in the aggregate by Oppenheimer & Co., Inc. and
an affiliate of Oppenheimer & Co., Inc. Mr. White is a Managing Director of
Oppenheimer & Co., Inc. Mr. White disclaims beneficial ownership of these
287,216 shares.

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<PAGE> 42

CERTAIN TRANSACTIONS

ORGANIZATION OF THE COMPANY

Initial Capitalization. The Company was initially capitalized with $1.7
million, $200,000 of which was funded in September 1996 and the remaining $1.5
million of which was funded in December 1996. The $200,000 was comprised of
$160,035 of loans provided by Comvestrix and Peter J. McLaughlin, Executive Vice
President and Chief Financial Officer of Vestcom (represented by promissory
notes in the aggregate principal amount of $160,035) and $39,965 of equity
(791,346 shares of Common Stock) provided by the stockholders of Comvestrix and
Mr. McLaughlin. The 791,346 shares include 593,509 shares issued to the
stockholders of Comvestrix proportionately to their Comvestrix stockholdings
(including 512,446 shares which were issued to Joel Cartun (President, Chief
Executive Officer and a director of Vestcom), 11,127 shares which were issued to
Leslie M. Abcug (Vice President -- Finance and Administration of Vestcom) and
69,936 shares which were issued to other stockholders of Comvestrix) and 197,837
shares which were issued to Mr. McLaughlin. All shares were issued at a price of
approximately $.05 per share, which the Board determined was fair market value
at such time. The notes, which bear interest at the prime rate, as it may change
from time to time, are due on the earlier of June 30, 1997 or upon consummation
of the Offering and are subordinated to the $1.5 million financing.

The $1.5 million was raised in a private placement of stock and notes to
Oppenheimer & Co., Inc. ("Oppenheimer"), Opco Senior Executive Partnership, L.P.
("OSEP") (an Oppenheimer affiliate), Richard D. White (a managing director of
Oppenheimer who will become a director of Vestcom upon the consummation of the
Offering), Comvestrix, the stockholders of Comvestrix (including Joel Cartun and
Leslie M. Abcug), an entity controlled by Gary J. Marcello and Howard April. Mr.
Marcello and Mr. April will become directors of Vestcom upon the consummation of
the Offering. The $1.5 million was comprised of 503,846 shares of Common Stock
of Vestcom, sold at a price of approximately $.73 per share, and notes in the
aggregate principal amount of $1,132,697 bearing interest at the prime rate, as
it may change from time to time, which are due on the earlier of June 30, 1997
or upon consummation of the Offering. The price for the stock was the subject of
arms' length negotiations. In such $1.5 million financing, the Company issued
(i) notes payable to Oppenheimer, OSEP, Mr. White, Comvestrix, Mr. Marcello's
entity and Mr. April in the principal amounts of $432,495.53, $108,123.88,
$72,082.59, $399,996.26, $79,999.16 and $39,999.58, respectively, and (ii)
229,773, 57,443, 38,296, 118,444, 27,436, 13,718, 2,572 and 16,164 shares of
Common Stock to Oppenheimer, OSEP, Mr. White, Mr. Cartun, Mr. Marcello's entity,
Howard April, Mr. Abcug and the other stockholders of Comvestrix, respectively.

Mr. McLaughlin received $74,400 from Vestcom in 1997 for consulting
services rendered to Vestcom during 1996. In addition, upon the consummation of
the Offering, Vestcom has agreed to pay McLaughlin & Tonra, a partnership in
which Mr. McLaughlin held a 50% interest, the sum of $75,000 in payment of
consulting services rendered by that firm in connection with the Acquisitions
and the Offering.

Acquisitions. Concurrently with the consummation of the Offering, Vestcom
will acquire by merger with Vestcom subsidiaries all of the issued and
outstanding capital stock of the Founding Companies (except that COS Information
will be acquired by a stock purchase of its holding company rather than a
merger), at which time each Founding Company will become a wholly-owned
subsidiary of the Company. (See "Canadian Acquisition" below.) The aggregate
consideration that will be paid by Vestcom to acquire the Founding Companies
consists of (i) approximately $18.4 million in cash and (ii) 2,852,111 shares of
Common Stock (or 33.8% of the outstanding shares after completion of the
Acquisitions and the Offering, including 50% of the maximum number of shares
which may be issued pursuant to certain earn-out provisions in connection with
the Acquisitions), for an aggregate value of approximately $52.6 million,
assuming an initial public offering price of $12.00 per share, the mid-point of
the range set forth on the cover of this Prospectus. By way of comparison,
investors in the Offering will pay $46.2 million for 45.6% of the shares to be
outstanding after completion of the Acquisitions and the Offering (assuming 50%
of the maximum number of shares which may be issued pursuant to certain earn-out
provisions in connection with the Acquisitions are actually issued). In
connection with the Acquisitions, the Company will assume all of the
indebtedness of the Founding

41
<PAGE> 43

Companies. Portions of such debt have been guaranteed by certain stockholders of
the Founding Companies in the aggregate amount of $1.3 million. The Company has
agreed to have such guarantees released or the loans repaid within 120 days
after the consummation of the Offering. It is anticipated that the Company will
repay substantially all long-term bank debt, capital lease obligations and
related party indebtedness of the Founding Companies and Vestcom shortly after
the consummation of the Offering, in the aggregate amount of approximately $13.6
million. Such amount includes sums to be repaid to stockholders of the Founding
Companies, including approximately $1,054,000 (as of December 31, 1996) which
will be repaid to Gary J. Marcello and companies he controls.

The Company has consented to the distribution of cash to those Founding
Companies that are S Corporations, namely Comvestrix, DMS, Computer Output,
Image and Mystic, in an amount equal to the balance of each such Founding
Company's Accumulated Adjustment Account ("AAA") as of the consummation (which
shall be a reduction of the cash portion of the purchase price) plus up to 45%
of the net income of the Founding Company for 1996 (to the extent not previously
distributed) and 1997 (estimated through the consummation date), to enable the
stockholders of such Founding Companies to pay income taxes on such corporate
income.

The terms of each Acquisition were negotiated with the shareholders of each
Founding Company based on past earnings history and trends. The following table
sets forth for each Founding Company the aggregate consideration to be paid to
the holders of its common stock in (i) cash and (ii) shares of Common Stock:

<TABLE>
<CAPTION>
SHARES OF
COMMON
FOUNDING COMPANY STOCK(1) CASH
--------------------------------------------------- --------- --------------
(IN THOUSANDS)
<S> <C> <C>
Computer Output(2)................................. 297,028 $1,592
Comvestrix......................................... 943,643 4,771
COS Information(3)................................. 239,988 1,036
DMS................................................ 1,049,760 5,307
EIS(4)............................................. 114,000 1,018
Image(5)........................................... 76,923 3,000
Mystic............................................. 130,769 1,700
</TABLE>

- ---------------
(1) Does not include 730,689, 27,436 and 13,718 shares issued to all of the
stockholders of Comvestrix, one stockholder of DMS and one stockholder of
COS Information, respectively, in connection with the initial capitalization
of Vestcom.

(2) An additional earn-out of up to $1,500,000 may be paid, $420,012 of which
would be paid in cash and the remainder of which would be paid in Common
Stock (89,999 shares if the initial public offering price is $12.00 per
share), depending on Computer Output's 1997 revenues and net income before
interest and taxes ("EBIT"), except for interest on any capital equipment
purchases made after the beginning of the earn-out period.

(3) The stockholders of Lirpaco Inc. (COS Information's parent) will receive
239,988 shares of a Canadian subsidiary of Vestcom, which will be
exchangeable into 239,988 shares of Vestcom Common Stock. The cash payment
in the chart is presented in U.S. dollars. An additional earn-out of up to
$2.1 million Canadian dollars may be paid, all of which would be payable in
shares of Vestcom's Canadian subsidiary valued at $13.00 per share. Such
shares will be exchangeable into up to 137,307 shares of Common Stock
(assuming a maximum .85 Canadian dollar conversion rate), depending on COS
Information's calendar 1997 EBIT, except for interest on any capital
equipment purchases made after the beginning of the earn-out period. See
"Canadian Acquisition."

(4) An additional earn-out of up to $6,000,000 may be paid, $1,680,009 of which
would be paid in cash and the remainder of which would be paid by delivery
on the consummation date of the Acquisitions of shares of a class of the
Company's Preferred Stock convertible into up to 359,999 shares of Common
Stock (if the initial public offering price is $12.00 per share), with the
amount of cash and the conversion ratio based on EIS' EBIT, except for
interest on any capital equipment purchases made after the beginning of

42
<PAGE> 44

the earn-out period, for the two year period beginning on the first day of
the fiscal quarter within which the Offering is consummated.

(5) An additional earn-out of up to $4,499,997 may be paid, $700,007 of which
would be paid in cash and the remainder of which would be paid by delivery
on the consummation date of the Acquisitions of shares of a class of the
Company's Preferred Stock convertible into up to 316,666 shares of Common
Stock (if the initial public offering price is $12.00 per share), with the
amount of cash and the conversion ratio based on Image's EBIT, except for
interest on any capital equipment purchases made after the beginning of the
earn-out period, for the one year period beginning on the first day of the
fiscal quarter within which the Offering is consummated.

Joel Cartun, a principal stockholder of Comvestrix, Gary Marcello, a
principal stockholder of DMS, and Howard April, a principal stockholder of COS
Information, are or will become directors of Vestcom upon consummation of the
Acquisitions. Leslie M. Abcug, a stockholder of Comvestrix, is an executive
officer of Vestcom. Of the consideration described above, Joel Cartun will
receive $4,129,610 and 815,308 shares of Common Stock for his ownership interest
in Comvestrix, Mr. Marcello will receive $3,271,303 and 538,774 shares of Common
Stock for his ownership interest in DMS, Mr. April will receive $499,560 and
127,746 shares of Vestcom's Canadian subsidiary which will be exchangeable into
127,746 shares of Common Stock for his ownership interest in COS Information and
Mr. Abcug will receive $90,813 and 17,929 shares of Common Stock for his
ownership interest in Comvestrix. Mr. April may receive up to an additional
73,075 shares of Vestcom's Canadian subsidiary which would be exchangeable into
an equal number of shares of Common Stock pursuant to certain earn-out
provisions if specified earnings thresholds of COS Information are attained. See
"Principal Stockholders" for the total number of shares of Common Stock to be
held by the Company's executive officers and directors after the Offering.

Pursuant to the agreements relating to the Acquisitions, all stockholders
of each of the Founding Companies have agreed not to compete with the Company
for a period of five years commencing on the consummation date of the
Acquisitions (except for two minority stockholders of Computer Output who have
agreed not to compete for the longer of one year following the consummation date
of the Acquisitions or one year following termination of their employment). A
total of 17 of the stockholders of the various Founding Companies will enter
into three year employment agreements with Vestcom or its subsidiaries effective
upon the consummation of the Offering and the Acquisitions. Mr. McLaughlin has
entered into an employment agreement with Vestcom effective March 1, 1997, which
terminates three years following the consummation of the Offering. See
"Management -- Employment Agreements."

After the consummation of the Acquisitions, the Company will lease property
from various entities in which the stockholders of Image, Joel Cartun and Gary
J. Marcello have interests. The Company believes that the rent it will pay for
each of these properties is equal to the fair market rental value of each
respective property. See "Real Estate Transactions."

Canadian Acquisition A subsidiary of Vestcom has been organized under the
laws of the Province of New Brunswick, Canada. This subsidiary will acquire all
of the issued and outstanding stock of Lirpaco Inc., the holding company for COS
Information, in exchange for U.S. $1,036,000 cash and 239,988 shares of a class
of non-voting stock of such New Brunswick corporation (the "Exchangeable
Shares") which will be convertible into 239,988 shares of Common Stock at any
time at the option of the holders of the Exchangeable Shares or, under certain
limited conditions, by Vestcom. In addition, the former Lirpaco stockholders
will receive one share of Vestcom Preferred Stock which will have voting rights
equal to the 239,988 shares of Common Stock into which the Exchangeable Shares
can be converted. If COS Information's EBIT for calendar 1997 meets specified
thresholds, up to 137,307 additional Exchangeable Shares may be issued, which
shares would be convertible into a like number of shares of Common Stock. In
such event, the voting rights of the one share of Vestcom Preferred Stock which
will be issued to the former Lirpaco stockholders would be increased to equal
the total number of shares of Common Stock into which the total number of
outstanding Exchangeable Shares can be converted. In addition, in connection
with the Acquisition of COS Information, Howard April will receive an option to
purchase 15,000 shares of Common Stock at the initial public offering

43
<PAGE> 45

price. Mr. April's option, which expires on January 2, 2001, becomes fully
exercisable one year after the date of grant.

REAL ESTATE TRANSACTIONS

Mr. Joel Cartun has a 50% interest in the partnership which owns the
property used by the Company and Comvestrix in Lyndhurst, New Jersey. The
partnership leases the property to Comvestrix. The current lease expires in
2001. Comvestrix's related party rent expense for this property for the fiscal
years ended December 31, 1994, 1995 and 1996 was $661,635, $363,472 and
$628,083, respectively. The current annual rent is $454,632 per year, which the
Company believes to be the fair market rental value of the property.

Mr. Gary Marcello (either alone or with his wife) owns interests ranging
from 75% to 100% in the partnerships which own the four properties used by DMS
in Dover, New Jersey and Scranton, Pennsylvania and which lease such property to
DMS. The current leases expire at various times from 1998 through 2004. DMS'
related party rent expense for these properties for the fiscal years ended
December 31, 1994, 1995 and 1996 was $760,468, $639,768 and $777,112,
respectively. The current annual rent for all of these properties is $824,583
per year (inclusive of real estate taxes), which the Company believes to be the
fair market rental value of the property. The Company is exploring the
feasibility of alternative space to the space currently utilized by DMS and
leased from Mr. Marcello. In connection with any move, the Company will need to
negotiate an arrangement to make a payment to Mr. Marcello's partnerships in
exchange for early termination of the existing leases. If any such arrangement
is entered into after the consummation of the Offering, the amount of any such
fee will be subject to approval by the independent directors on Vestcom's Board.

COMPANY POLICY

In the future, transactions with affiliates of the Company are anticipated
to be minimal, will be required to be approved by a majority of the Board of
Directors, including a majority of the disinterested members of the Board of
Directors, and will be made on terms no less favorable to the Company than those
that could be obtained from unaffiliated third parties.

44
<PAGE> 46

DESCRIPTION OF CAPITAL STOCK

GENERAL

The Company's authorized capital stock consists of 20,000,000 shares of
Common Stock, no par value (the "Common Stock"), and 10,000,000 shares of
undesignated stock, which may be issued from time to time by the Board of
Directors as shares of one or more classes or series of common stock or
preferred stock. After giving effect to the Acquisitions, but prior to the
consummation of the Offering, the Company will have outstanding 4,147,303 shares
of Common Stock and 301 shares of Preferred Stock. Upon completion of the
Offering, the Company will have outstanding 7,997,303 shares of Common Stock
(8,574,803 shares if the Underwriters' over-allotment option is exercised in
full) and 301 shares of Preferred Stock. In addition, the Company will have
700,000 shares of Common Stock reserved for issuance under the Company's Stock
Option Plan. See "Management -- Stock Option Plan." As of January 31, 1997,
there were 21 holders of record of Common Stock.

COMMON STOCK

The holders of Common Stock are entitled to one vote for each share on all
matters voted upon by stockholders, including the election of directors.

Subject to the rights of any then outstanding shares of Preferred Stock,
the holders of the Common Stock are entitled to such dividends as may be
declared at the discretion of the Board of Directors out of funds legally
available therefor. Holders of Common Stock are entitled to share ratably in the
net assets of the Company upon liquidation after payment or provision for all
liabilities and any preferential liquidation rights of any Preferred Stock then
outstanding. The holders of Common Stock have no pre-emptive rights to purchase
shares of stock of the Company. Shares of Common Stock are not subject to any
redemption provisions and are not convertible into any other securities of the
Company. All outstanding shares of Common Stock are, and the shares of Common
Stock to be issued pursuant to the Offering will be upon payment therefor, fully
paid and nonassessable.

UNDESIGNATED STOCK

The undesignated stock may be issued from time to time by the Board of
Directors as shares of one or more classes or series of preferred stock or
common stock. Subject to the provisions of the Company's Certificate of
Incorporation and limitations prescribed by law, the Board of Directors is
expressly authorized to adopt resolutions to issue the shares, to fix the number
of shares and to change the number of shares constituting any series or class,
and to provide for or change the voting powers, designations, preferences and
relative, participating, optional or other special rights, qualifications,
limitations or restrictions thereof, including dividend rights (including
whether dividends are cumulative), dividend rates, terms of redemption
(including sinking fund provisions), redemption prices, conversion rights and
liquidation preferences of the shares constituting any class or series of
preferred stock or common stock, in each case without any further action or vote
by the stockholders.

One share of Class B Preferred Stock will be issued in connection with the
Acquisition of COS Information and initially will have voting rights equal to
the 239,988 shares of Common Stock that the Company will be obligated to issue
upon conversion of the Exchangeable Shares of Vestcom's Canadian subsidiary.
(The number of outstanding shares of Common Stock referred to above includes the
239,988 shares of Common Stock issuable upon conversion of such Exchangeable
Shares.) The voting rights of the share of Class B Preferred Stock will increase
if additional Exchangeable Shares are issued based on COS Information's earnings
before interest and taxes for 1997. See "Certain Transactions -- Organization of
the Company -- Canadian Acquisition." An aggregate of 200 shares of Class A
Convertible Preferred Stock will be issued in connection with the Acquisition of
EIS, and will be convertible into up to 359,999 shares of Common Stock based on
EIS' pre-tax earnings for the two year period beginning on the first day of the
fiscal quarter within which the Offering is consummated. An aggregate of 100
shares of Class C Convertible Preferred Stock will be issued in connection with
the Acquisition of Image, and will be convertible into up to

45
<PAGE> 47

316,666 shares of Common Stock based on Image's pre-tax earnings for the one
year period beginning on the first day of the fiscal quarter within which the
Offering is consummated. (The number of outstanding shares of Common Stock
referred to above excludes an aggregate of 676,665 shares of Common Stock
issuable upon conversion of such shares of Preferred Stock.) See "Certain
Transactions." The Company has no current plans to issue any additional shares
of preferred stock or common stock of any class or series.

One of the effects of undesignated stock may be to enable the Board of
Directors to render more difficult or to discourage an attempt to obtain control
of the Company by means of a tender offer, proxy contest, merger or otherwise,
and thereby to protect the continuity of the Company's management. The issuance
of shares of preferred stock or common stock pursuant to the Board of Directors'
authority described above may adversely affect the rights of the holders of
Common Stock. For example, preferred stock or common stock issued by the Company
may rank prior to the Common Stock as to dividend rights, liquidation preference
or both, may have full or limited voting rights and may be convertible into
shares of Common Stock. Accordingly, the issuance of shares of such stock may
discourage bids for the Common Stock at a premium or may otherwise adversely
affect the market price of the Common Stock.

STATUTORY BUSINESS COMBINATION PROVISIONS

The New Jersey Business Corporation Act provides that in determining
whether a proposal or offer to acquire a corporation is in the best interest of
the corporation, the Board may, in addition to considering the effects of any
action on stockholders, consider any of the following: (a) the effects of the
proposed action on the corporation's employees, suppliers, creditors and
customers, (b) the effects on the community in which the corporation operates
and (c) the long-term as well as short-term interests of the corporation and its
stockholders, including the possibility that these interests may best be served
by the continued independence of the corporation. The statute further provides
that if, based on these factors, the Board determines that any such offer is not
in the best interest of the corporation, it may reject the offer. These
provisions may make it more difficult for a stockholder to challenge the Board's
rejection of, and may facilitate the Board's rejection of, an offer to acquire
the Company.

The Company will be subject to the New Jersey Shareholders Protection Act
(the "Protection Act"), which prohibits certain New Jersey corporations from
engaging in business combinations (including mergers, consolidations,
significant asset dispositions and certain stock issuances) with any interested
shareholder (defined to include, among others, any person that becomes a
beneficial owner of 10% or more of the affected corporation's voting power) for
five years after such person becomes an interested shareholder, unless the
business combination is approved by the Board of Directors prior to the date the
shareholder became an interested shareholder. In addition, the Protection Act
prohibits any business combination at any time with an interested shareholder
other than a transaction that (i) is approved by the Board of Directors prior to
the date the interested shareholder became an interested shareholder, or (ii) is
approved by the affirmative vote of the holders of two-thirds of the voting
stock not beneficially owned by the interested shareholder, or (iii) satisfies
certain "fair price" and related criteria.

LIMITATION OF DIRECTORS' LIABILITIES

Pursuant to the provisions of the Company's Certificate of Incorporation,
directors of the Company are not personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty, except for
liability in connection with a breach of duty of loyalty, for acts or omissions
not in good faith or any transaction in which a director has derived an improper
personal benefit.

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for the Common Stock is American Stock
Transfer & Trust Company.

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<PAGE> 48

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Offering and the consummation of the Acquisitions,
the Company will have outstanding 7,997,303 shares of Common Stock. The
3,850,000 shares of Common Stock sold in the Offering (plus any additional
shares of Common Stock sold upon exercise of the underwriters' over-allotment
option) will be freely tradeable without restriction unless purchased by
affiliates of the Company. None of the remaining 4,147,303 outstanding shares of
Common Stock (collectively, the "Restricted Shares") have been issued in
transactions registered under the Securities Act, which means that they may be
resold publicly only in future transactions registered under the Securities Act,
or in compliance with an exemption from the registration requirements of the
Securities Act, including the exemption provided by Rule 144 thereunder.

In general, under Rule 144 as amended effective April 29, 1997, if one year
has elapsed since the later of the date of the acquisition of restricted shares
of Common Stock from either the Company or any affiliate of the Company, the
acquiror or subsequent holder thereof may sell, within any three-month period
commencing 90 days after the effective date of the Registration Statement of
which this Prospectus is a part, a number of shares that does not exceed the
greater of 1% of the then outstanding shares of Common Stock (approximately
79,000 shares immediately after the Offering, assuming no exercise of the
Underwriters' over-allotment option) or the average weekly trading volume of the
Common Stock on the Nasdaq National Market during the four calendar weeks
preceding the date on which notice of the sale is filed with the Securities and
Exchange Commission (the "Commission"). Sales under Rule 144 are also subject to
certain manner of sale provisions, notice requirements and the availability of
current public information about the Company. Under Rule 144 as amended
effective April 29, 1997, if two years have elapsed since the later of the date
of the acquisition of restricted shares of Common Stock from the Company or any
affiliate of the Company, a person who is not deemed to have been an "affiliate"
of the Company at any time during the 90 days preceding a sale would be entitled
to sell such shares under Rule 144(k) without regard to the limitations
described above. The foregoing summary of Rule 144 is not intended to be a
complete description thereof.

Upon the consummation of the Offering, the holders of 503,846 of the
Restricted Shares issued or connected with the Company's $1.5 million private
placement (See "Certain Transactions -- Organization of the Company -- Initial
Capitalization") will have certain registration rights. During the period from
the first anniversary of the consummation of the Offering through the seventh
anniversary of such consummation, such holders will have one demand registration
right, exercisable by the holders of a majority of such 503,846 shares, pursuant
to which the Company is required to file a registration statement under the
Securities Act to register the sale of shares by those requesting stockholders
and any other holders of Common Stock with such registration rights who desire
to sell pursuant to such registration statement. In addition, subject to certain
conditions and limitations, the holders of such 503,846 shares also have
piggyback registration rights at any time prior to December 31, 2003, pursuant
to which they have the right to participate in registrations by the Company of
its equity securities. The Company will pay the registration fees and expenses
in connection with any requested registration, except that the stockholders
exercising such registration rights will pay any underwriting discounts and
commissions relating to the shares owned by them and included in any such
registration. The number of shares of Common Stock that must be registered on
behalf of these selling stockholders is subject to limitation if the managing
underwriter determines that market conditions require such a limitation. The
Company will indemnify the selling stockholders, and such stockholders will
indemnify the Company, against certain liabilities in respect of any
registration statement filed pursuant to the exercise of such registration
rights.

The Company, all of the stockholders of the Founding Companies, the
existing stockholders of the Company and the officers and directors of the
Company have agreed for a period of 180 days from the consummation of the
Offering (the "Lockup Period") not to request or demand the filing of a
registration statement to offer, sell, contract to sell or otherwise dispose of
any shares of Common Stock (or any securities convertible into or exercisable or
exchangeable for Common Stock) or grant any options or warrants to purchase any
shares of Common Stock without the prior written consent of Oppenheimer & Co.,
Inc., on behalf of the Underwriters, except for (i) any such options granted,
and any such shares of Common Stock issuable upon any options granted, pursuant
to the Stock Option Plan, (ii) the filing by the Company of a shelf registration
statement to register an additional 2,000,000 shares of Common Stock with the
Commission

47
<PAGE> 49

under the Securities Act for use by the Company as consideration to be paid in
future acquisitions (and not for sales by selling stockholders of the Company),
(iii) the issuance of shares of Common Stock in connection with future
acquisitions and (iv) the filing by the Company of a Registration Statement on
Form S-8 to register the shares of Common Stock reserved for issuance under the
Stock Option Plan.

The Company currently intends to file a shelf registration statement to
register an additional 2,000,000 shares of Common Stock with the Commission
under the Securities Act as soon as possible after completion of the Offering
for use by the Company as consideration to be paid in future acquisitions. These
shares will generally be freely tradeable after their issuance, unless the sale
thereof is contractually restricted or the shares are acquired by certain
related parties, in which case they may be sold pursuant to Rule 145 under the
Securities Act. Rule 145 permits, in part, certain persons to resell immediately
securities acquired in transactions covered under the Rule, provided such
securities are resold in accordance with the public information requirements,
volume limitations and manner of sale requirements of Rule 144. Pursuant to Rule
145 as amended effective April 29, 1997, if a period of one year has elapsed
since the date such securities were acquired in such transaction and if the
issuer meets the public information requirements of Rule 144, Rule 145 permits a
person who is not an affiliate of the issuer to freely resell such securities.

Prior to the Offering, there has been no public market for the Common
Stock, and no prediction can be made as to the effect, if any, that the sale of
shares or the availability of shares for sale will have on the market price
prevailing from time to time. Nevertheless, sales of substantial amounts of the
Common Stock in the public market could adversely affect prevailing market
prices and the Company's ability to raise equity capital in the future.

Upon the consummation of the Offering, the Company will have outstanding
under the Stock Option Plan options to purchase up to an aggregate of 305,000
shares of Common Stock at the initial public offering price. None of the
outstanding options will be exercisable until one year after the Offering. The
Company intends to register the shares issuable upon exercise of options granted
under the Stock Option Plan and, upon such registration, such shares will be
eligible for resale in the public market. See "Management -- Stock Option Plan."

48
<PAGE> 50

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the
Company has agreed to sell to each of the Underwriters named below, and each of
the Underwriters, for whom Oppenheimer & Co., Inc. and Prudential Securities
Incorporated are acting as Representatives, has severally agreed to purchase
from the Company, the respective number of shares of Common Stock set forth
opposite the name of such Underwriter below:

<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
UNDERWRITERS COMMON STOCK
----------------------------------------------------------------------- ------------
<S> <C>
Oppenheimer & Co., Inc. ...............................................
Prudential Securities Incorporated.....................................

---------
Total........................................................ 3,850,000
=========
</TABLE>

The Underwriters propose to offer the shares of Common Stock directly to
the public initially at the public offering price set forth on the cover page of
this Prospectus and in part to certain securities dealers at such price less a
concession of $ per share. The Underwriters may allow, and such dealers may
reallow, a concession not in excess of $ per share to certain brokers and
dealers. After the shares of Common Stock are released for sale to the public,
the initial public offering price and other selling terms may from time to time
be changed by the Representatives. The Underwriters are obligated to take and
pay for all of the shares of Common Stock offered hereby (other than those
covered by the over-allotment option described below) if any are taken.

The Company has granted the Underwriters an option, exercisable for up to
30 days after the date of this Prospectus, to purchase up to an aggregate of
577,500 additional shares of Common Stock to cover over-allotments, if any. If
the Underwriters exercise such option, the Underwriters have severally agreed,
subject to certain conditions, to purchase approximately the same percentage
thereof that the number of shares to be purchased by each of them as shown in
the foregoing table bears to the 3,850,000 shares of Common Stock offered
hereby. 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 Representatives have advised the Company that the Underwriters do not intend
to confirm sales in excess of 5% of the shares offered hereby to any account
over which they exercise discretionary authority.

The Company has applied to the Nasdaq National Market for listing of the
Common Stock under the symbol "VESC." In order to meet one of the requirements
for listing the Common Stock on the Nasdaq National Market, the Underwriters
will undertake to sell shares to a minimum of 400 beneficial holders.

The Company has agreed to indemnify the Representatives and the several
Underwriters against certain liabilities, losses and expenses, including
liabilities under the Securities Act and to contribute to payments that the
Underwriters may be required to make in respect thereof.

The Company's officers and directors, the Company's stockholders prior to
the Offering and the stockholders of the Founding Companies have agreed not to
offer, sell, contract to sell, pledge or grant any option to purchase or
otherwise dispose of such securities for 180 days after the date of this
Prospectus, without the prior written consent of Oppenheimer & Co., Inc., on
behalf of the Underwriters. The Company has also agreed not to offer, sell,
contract to sell, or otherwise dispose of any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock or
any rights to acquire Common

49
<PAGE> 51

Stock (other than (i) options which may be granted under the Stock Option Plan,
(ii) shares issuable upon exercise of outstanding options, (iii) the filing of a
shelf registration statement to register an additional 2,000,000 shares of
Common Stock with the Commission under the Securities Act for use by the Company
as consideration to be paid in future acquisitions, (iv) the issuance of shares
of Common Stock in connection with future acquisitions and (v) the filing of a
registration statement on Form S-8 to register the shares of Common Stock
reserved for issuance under the Stock Option Plan) for a period of 180 days
after the date of this Prospectus, without the prior written consent of
Oppenheimer & Co., Inc., on behalf of the Underwriters. See "Shares Eligible for
Future Sale."

For a description of certain investments in Vestcom made by Oppenheimer &
Co., Inc. and its affiliates, see "Certain Transactions."

In connection with the Offering, the Underwriters may engage in
transactions that stabilize, maintain or otherwise affect the price of the
Common Stock. Specifically, the Underwriters may over-allot the Offering,
creating a syndicate short position. In addition, the Underwriters may bid for
and purchase shares of Common Stock in the open market to cover syndicate short
positions or to stabilize the price of the Common Stock. Finally, the
underwriting syndicate may reclaim selling concessions from syndicate members in
the Offering, if the syndicate repurchases previously distributed Common Stock
in syndicate covering transactions, in stabilization transactions or otherwise.
Any of these activities may stabilize or maintain the market price of the Common
Stock above independent market levels. The Underwriters are not required to
engage in these activities, and may end any of these activities at any time.

Prior to the Offering, there has been no public market for the Common
Stock. The initial public offering price will be determined by negotiations
among the Company and the Representatives. The principal factors considered in
such negotiations will be prevailing market conditions, the results of
operations of the Company in recent periods, market valuations of companies that
the Company and the Representatives believe to be comparable to the Company,
estimates of the business potential of the Company, the history of and prospects
for the industry in which the Company competes, and such other factors as the
Company and the Representatives deem relevant.

LEGAL MATTERS

The validity of the shares offered hereby will be passed upon for the
Company by Lowenstein, Sandler, Kohl, Fisher & Boylan, P.A., Roseland, New
Jersey. Certain legal matters related to the Offering will be passed upon for
the Underwriters by Morgan, Lewis & Bockius LLP, New York, New York.

EXPERTS

The financial statements and schedules included in this Prospectus and
elsewhere in the registration statement, to the extent and for the periods
indicated in their reports, have been audited by Arthur Andersen LLP,
independent public accountants, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
reports.

ADDITIONAL INFORMATION

The Company has filed with the Commission a Registration Statement on Form
S-1 under the Securities Act with respect to the Common Stock offered hereby.
This Prospectus does not contain all of the information contained in the
Registration Statement, certain portions of which have been omitted in
accordance with the rules and regulations of the Commission. For further
information with respect to the Company and the Common Stock offered hereby,
reference is made to the Registration Statement, including the exhibits and
schedules thereto. Statements contained in this Prospectus as to the contents of
any contract or any other document are not necessarily complete; with respect to
each such contract or document filed as an exhibit to the Registration
Statement, reference is made to the copy of such contract or other document
filed as an exhibit to the Registration Statement for a more complete
description of the matter involved, and each such

50
<PAGE> 52

statement shall be deemed qualified in its entirety by such reference. A copy of
the Registration Statement, including the exhibits and schedules thereto, may be
inspected without charge at the principal office of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices
located at 500 West Madison Street, Suite 1400, Chicago, IL 60661 and Seven
World Trade Center, 13th Floor, New York, NY 10048. Copies of such material may
be obtained from the Public Reference Branch of the Commission at 450 Fifth
Street, N.W. Washington, DC 20549 upon payment of the fees prescribed by the
Commission. The Commission also maintains an Internet web site that contains
reports, proxy and information statements and other information regarding
issuers that file electronically with the Commission. The address of that site
is http://www.sec.gov.

The Company intends to furnish to its stockholders annual reports
containing financial statements audited by independent certified public
accountants and quarterly reports containing unaudited financial information for
the first three quarters of each fiscal year of the Company.

51
<PAGE> 53

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Unaudited Pro Forma Financial Statements
Basis of Presentation............................................................ F-3
Pro Forma Combined Balance Sheet as of December 31, 1996 (unaudited)............. F-4
Pro Forma Combined Statement of Operations for the Year Ended December 31, 1996
(unaudited)..................................................................... F-5
Notes to Unaudited Pro Forma Combined Financial Statements....................... F-6
Historical Financial Statements
Vestcom International, Inc.
Report of Independent Public Accountants......................................... F-10
Balance Sheet -- As of December 31, 1996......................................... F-11
Statement of Operations -- For the Period From Inception (September 19, 1996) to
December 31, 1996............................................................... F-12
Statement of Stockholders' Equity -- For the Period From Inception (September 19,
1996) to December 31, 1996...................................................... F-13
Statement of Cash Flows -- For the Period From Inception (September 19, 1996) to
December 31, 1996............................................................... F-14
Notes to Financial Statements.................................................... F-15
Comvestrix Corp.:
Report of Independent Public Accountants......................................... F-19
Balance Sheets -- As of December 31, 1995 and 1996............................... F-20
Statements of Income -- For the Years Ended December 31, 1994, 1995 and 1996..... F-21
Statements of Stockholders' Equity -- For the Years Ended December 31, 1994, 1995
and 1996........................................................................ F-22
Statements of Cash Flows -- For the Years Ended December 31, 1994, 1995 and
1996............................................................................ F-23
Notes to Financial Statements.................................................... F-24
Morris County Direct Mail Services, Inc. and related companies:
Report of Independent Public Accountants......................................... F-29
Combined Balance Sheets -- As of December 31, 1995 and 1996...................... F-30
Combined Statements of Income -- For the Years Ended December 31, 1994, 1995 and
1996............................................................................ F-31
Combined Statements of Stockholders' Equity -- For the Years Ended December 31,
1994, 1995 and 1996............................................................. F-32
Combined Statements of Cash Flows -- For the Years Ended December 31, 1994, 1995
and 1996........................................................................ F-33
Notes to Combined Financial Statements........................................... F-34
</TABLE>

F-1
<PAGE> 54

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Lirpaco Inc. and Subsidiary:
Report of Independent Public Accountants......................................... F-40
Consolidated Balance Sheets -- As of July 31, 1995 and 1996 and December 31,
1996............................................................................ F-41
Consolidated Statements of Income -- For the Years Ended July 31, 1995 and 1996
and the Five Months Ended December 31, 1995 (Unaudited) and 1996................ F-42
Consolidated Statements of Stockholders' Equity -- For the Years Ended July 31,
1995 and 1996 and the Five Months Ended December 31, 1996....................... F-43
Consolidated Statements of Cash Flows -- For the Years Ended July 31, 1995 and
1996 and the Five Months Ended December 31, 1995 (Unaudited) and 1996........... F-44
Notes to Consolidated Financial Statements....................................... F-45
Computer Output Systems, Inc.:
Report of Independent Public Accountants......................................... F-50
Balance Sheets -- As of December 31, 1995 and 1996............................... F-51
Statements of Income -- For the Years Ended December 31, 1994, 1995 and 1996..... F-52
Statements of Stockholders' Equity -- For the Years Ended December 31, 1994, 1995
and 1996........................................................................ F-53
Statements of Cash Flows -- For the Years Ended December 31, 1994, 1995 and
1996............................................................................ F-54
Notes to Financial Statements.................................................... F-55
Electronic Imaging Services, Inc.:
Report of Independent Public Accountants......................................... F-60
Balance Sheet -- As of December 31, 1996......................................... F-61
Statement of Operations -- For the Year Ended December 31, 1996.................. F-62
Statement of Changes in Stockholders' Equity -- For the Year Ended December 31,
1996............................................................................ F-63
Statement of Cash Flows -- For the Year Ended December 31, 1996.................. F-64
Notes to Financial Statements.................................................... F-65
Image Printing Systems, Inc.:
Report of Independent Public Accountants......................................... F-70
Balance Sheets -- As of December 31, 1995 and 1996............................... F-71
Statements of Operations -- For the Years Ended December 31, 1994, 1995 and
1996............................................................................ F-72
Statements of Stockholders' Equity -- For the Years Ended December 31, 1994, 1995
and 1996........................................................................ F-73
Statements of Cash Flows -- For the Years Ended December 31, 1994, 1995 and
1996............................................................................ F-74
Notes to Financial Statements.................................................... F-75
</TABLE>

F-2
<PAGE> 55

VESTCOM INTERNATIONAL, INC. AND FOUNDING COMPANIES

UNAUDITED PRO FORMA FINANCIAL STATEMENTS
BASIS OF PRESENTATION
(UNAUDITED)

The following unaudited pro forma financial statements give effect to the
acquisitions by Vestcom International, Inc. ("Vestcom") of substantially all of
the net assets of Comvestrix Corp. ("Comvestrix"), Direct Mail Services ("DMS"),
Computer Output Systems, Inc. ("Computer Output"), COS Information Inc. ("COS
Information"), Electronic Imaging Services, Inc. ("EIS"), Image Printing
Systems, Inc. ("Image") and Mystic Graphic Systems, Inc. ("Mystic") (together,
the Founding Companies). Vestcom and the Founding Companies are hereinafter
referred to as the Company. These acquisitions (the Acquisitions) will occur
concurrently with the closing of Vestcom's initial public offering (the
Offering) and will be accounted for using the purchase method of accounting.
Comvestrix, one of the Founding Companies, has been identified as the acquiror
for financial statement presentation purposes. The unaudited pro forma financial
statements also give effect to the issuance of Common Stock, which will be
issued by Vestcom to the sellers of the Founding Companies upon the
effectiveness of the Offering. These statements are based on the historical
financial statements of the Founding Companies included elsewhere in this
Prospectus (except Mystic) and the estimates and assumptions set forth below and
in the notes to the unaudited pro forma financial statements.

The unaudited pro forma combined balance sheet gives effect to these
transactions (the Acquisitions and the Offering) as if they had occurred on
December 31, 1996. The unaudited pro forma combined statement of operations
gives effect to the transactions as if they had occurred at the beginning of the
period presented.

The pro forma adjustments are based on preliminary estimates, available
information and certain assumptions that management deems appropriate. The
unaudited pro forma financial data presented herein do not purport to represent
what the Company's financial position or results of operations would have
actually been had such events occurred at the beginning of the periods
presented, as assumed, or to project the Company's financial position or results
of operations for any future period or the future results of the Founding
Companies. The unaudited pro forma financial statements should be read in
conjunction with the other financial statements and notes thereto included
elsewhere in this Prospectus. Also see "Risk Factors" included elsewhere herein.

F-3
<PAGE> 56

VESTCOM INTERNATIONAL, INC.

PRO FORMA BALANCE SHEET

AS OF DECEMBER 31, 1996

(UNAUDITED)

<TABLE>
<CAPTION>
OTHER POST PRO FORMA
FOUNDING PRO FORMA MERGER FOR
VESTCOM COMVESTRIX COMPANIES TOTAL ADJUSTMENTS PRO FORMA ADJUSTMENTS OFFERING
----------- ----------- ----------- ----------- ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Current Assets:
Cash and cash
equivalents... $ 1,344,758 $ 106,610 1,124,084 2,575,452 -- $ 2,575,452 $ 9,293,480 $11,868,932
Accounts
receivable,
net.......... -- 4,135,168 7,185,343 11,320,511 -- 11,320,511 -- 11,320,511
Due from
related
parties...... -- 527,056 288,849 815,905 $ (527,056) 288,849 -- 288,849
Postage
receivable... -- 832,303 330,730 1,163,033 -- 1,163,033 -- 1,163,033
Notes
receivable... -- -- 100,000 100,000 -- 100,000 -- 100,000
Supplies
inventory.... -- 417,869 1,425,792 1,843,661 -- 1,843,661 1,843,661
Prepaid
postage...... -- 885,123 464,380 1,349,503 -- 1,349,503 -- 1,349,503
Prepaid
expenses and
other........ -- 126,761 438,403 565,164 -- 565,164 -- 565,164
----------- ----------- ----------- ----------- ----------- ----------- ------------ -----------
Total current
assets..... 1,344,758 7,030,890 11,357,581 19,733,229 (527,056) 19,206,173 9,293,480 28,499,653
Property and
Equipment,
Net............ -- 4,385,047 7,901,474 12,286,521 -- 12,286,521 -- 12,286,521
Goodwill......... -- -- 396,184 396,184 33,345,289 33,741,473 -- 33,741,473
Other Assets..... 392,664 105,750 241,672 740,086 -- 740,086 (392,664) 347,422
----------- ----------- ----------- ----------- ----------- ----------- ------------ -----------
Total
assets... 1,737,422 11,521,687 19,896,911 33,156,020 32,818,233 65,974,253 8,900,816 74,875,069
=========== =========== =========== =========== =========== =========== ============ ===========
Current
Liabilities:
Short-term
borrowings... -- 1,900,000 1,643,369 3,543,369 -- 3,543,369 (3,543,369) --
Current portion
of long-term
debt......... -- 785,472 1,444,999 2,230,471 -- 2,230,471 (2,230,471) --
Current portion
of capital
lease........ -- -- 662,905 662,905 -- 662,905 (662,905) --
Due to related
parties...... 1,292,732 -- 1,231,590 2,524,322 (527,056) 1,997,266 (1,997,266) --
Accounts
payable...... -- 1,292,925 4,148,725 5,441,650 -- 5,441,650 -- 5,441,650
Pro forma cash
due Founding
Companies.... -- -- -- -- 18,423,390 18,423,390 (18,423,390) --
Accrued
expenses..... 320,230 1,168,117 2,176,921 3,665,268 -- 3,665,268 (320,230) 3,345,038
Postage
advance...... -- 888,809 861,937 1,750,746 -- 1,750,746 -- 1,750,746
Deferred income
taxes........ -- -- -- -- 1,525,771 1,525,771 -- 1,525,771
Other
liabilities... -- 135,810 6,567 142,377 -- 142,377 -- 142,377
----------- ----------- ----------- ----------- ----------- ----------- ------------ -----------
Total current
liabilities... 1,612,962 6,171,133 12,177,013 19,961,108 19,422,105 39,383,213 (27,177,631) 12,205,582
Long-Term Debt... -- 682,611 1,888,176 2,570,787 -- 2,570,787 (2,570,787) --
Capital Lease
Obligations.... -- -- 2,595,848 2,595,848 -- 2,595,848 (2,595,848) --
Pledged Stock.... -- -- 375,000 375,000 (375,000) -- -- --
Convertible
Preferred
Stock.......... -- -- -- -- 2,791,244 2,791,244 -- 2,791,244
Deferred Purchase
Price.......... -- -- -- -- 2,663,756 2,663,756 -- 2,663,756
Deferred
Charges........ -- 380,297 -- 380,297 955,000 1,335,297 -- 1,335,297
Deferred Income
Taxes.......... -- 3,157 124,634 127,791 -- 127,791 -- 127,791
----------- ----------- ----------- ----------- ----------- ----------- ------------ -----------
Total
liabilities... 1,612,962 7,237,198 17,160,671 26,010,831 25,457,105 51,467,936 (32,344,266) 19,123,670
Stockholders
Equity:
Common stock... 1,539,965 7,500 36,706 1,584,171 11,221,327 12,805,498 40,966,000 53,771,498
Preferred
stock........ -- -- 170,206 170,206 1,809,695 1,979,901 -- 1,979,901
Additional
paid-in
capital...... -- 355,863 280,717 636,580 (636,580) -- -- --
Subscriptions
receivable... (279,082) (106,297) -- (385,379) 106,297 (279,082) 279,082 --
Retained
earnings..... (1,136,423) 5,465,803 2,991,592 7,320,972 (7,320,972) -- -- --
----------- ----------- ----------- ----------- ----------- ----------- ------------ -----------
124,460 5,722,869 3,479,221 9,326,550 5,179,767 14,506,317 41,245,082 55,751,399
Less -- treasury
stock.......... -- (1,438,380) (778,233) (2,216,613) 2,216,613 -- -- --
Cumulative
translation
adjustments.... -- -- 35,252 35,252 (35,252) -- -- --
----------- ----------- ----------- ----------- ----------- ----------- ------------ -----------
Total
stockholders'
equity..... 124,460 4,284,489 2,736,240 7,145,189 7,361,128 14,506,317 41,245,082 55,751,399
----------- ----------- ----------- ----------- ----------- ----------- ------------ -----------
Total
liabilities
and
stockholder's
equity... 1,737,422 11,521,687 19,896,911 33,156,020 32,818,233 65,974,253 8,900,816 74,875,069
=========== =========== =========== =========== =========== =========== ============ ===========
</TABLE>

See accompanying notes to unaudited pro forma financial statements

F-4
<PAGE> 57

VESTCOM INTERNATIONAL, INC. AND FOUNDING COMPANIES

PRO FORMA STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1996

(UNAUDITED)

<TABLE>
<CAPTION>
OTHER
FOUNDING PRO FORMA PRO FORMA
VESTCOM COMVESTRIX COMPANIES TOTAL ADJUSTMENTS COMBINED
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Revenues.............................. -- $21,446,745 $43,840,269 $65,287,014 -- $65,287,014
Cost of services...................... -- 12,329,784 31,092,542 43,422,326 -- 43,422,326
---------- ------------ ------------ ------------ ------------ ------------
Gross profit........................ -- 9,116,961 12,747,727 21,864,688 -- 21,864,688
Selling, general and administrative
expenses............................ $ 364,575 7,282,491 10,978,390 18,625,456 $(3,595,992)(e) 15,029,464
Goodwill amortization................. -- -- -- -- 1,111,510(f) 1,111,510
---------- ------------ ------------ ------------ ------------ ------------
Income (loss) from operations......... 364,575 1,834,470 1,769,337 3,239,232 2,484,482 5,723,714
Other income (expense):
Interest expense.................... (771,848) (140,804) (754,414) (1,667,066) 1,667,066(g) --
Interest and other income........... -- 63,051 127,288 190,339 -- 190,339
---------- ------------ ------------ ------------ ------------ ------------
Income before provision for income
taxes............................... (1,136,423) 1,756,717 1,142,211 1,762,505 4,151,548 5,914,053
Provision for income taxes............ -- 9,298 153,041 162,339 2,647,886(h) 2,810,225
---------- ------------ ------------ ------------ ------------ ------------
Net income............................ (1,136,423) 1,747,419 989,170 1,600,166 1,503,662 3,103,828
========== ============ ============ ============ ============ ============
Net income per share.................. -- -- -- -- --(i) $ .37
============
Weighted average shares used in
computing pro forma net income per
share............................... 8,449,657
============
</TABLE>

See accompanying notes to unaudited pro forma financial statements

F-5
<PAGE> 58

VESTCOM INTERNATIONAL, INC. AND FOUNDING COMPANIES

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
(UNAUDITED)

1. VESTCOM INTERNATIONAL, INC. BACKGROUND:

Vestcom International, Inc. (Vestcom) was incorporated to create an
international provider of computer output and document management services.
Vestcom has conducted no operations to date and will acquire the Founding
Companies concurrently with the consummation of the Offering.

2. HISTORICAL FINANCIAL STATEMENTS:

The historical financial statements represent the financial position and
results of operations of the Founding Companies and were derived from the
respective financial statements where indicated. All Founding Companies have a
December 31 year-end or they have been converted to a December 31 year-end. The
audited historical financial statements included elsewhere in this Prospectus
have been included in accordance with Securities and Exchange Commission (SEC)
Staff Accounting Bulletin No. 80.

3. ACQUISITION OF FOUNDING COMPANIES:

Concurrent with the consummation of the Offering, Vestcom will acquire
substantially all of the net assets of the Founding Companies. All of the
Acquisitions will be accounted for using the purchase method of accounting, with
Comvestrix Corp. being treated as the accounting acquiror for financial
statement purposes.

The following table sets forth for each Founding Company the consideration
to be paid its common stockholders in (i) cash and (ii) shares of Common Stock.

<TABLE>
<CAPTION>
SHARES OF
FOUNDING COMPANY COMMON STOCK(1) CASH
---------------------------------------------- --------------- --------------
(IN THOUSANDS)
<S> <C> <C>
Computer Output(2)............................ 297,028 $1,592
Comvestrix.................................... 943,643 4,771
COS Information(3)............................ 239,988 1,036
DMS........................................... 1,049,760 5,307
EIS(4)........................................ 114,000 1,018
Image(5)...................................... 76,923 3,000
Mystic........................................ 130,769 1,700
</TABLE>

(3) The stockholders of Lirpaco Inc. (COS Information's parent) will receive
239,988 shares of a Canadian subsidiary of Vestcom, which will be
exchangeable into 239,988 shares of Vestcom Common Stock. The cash payment
in the chart is presented in U.S. dollars. An additional earn-out of up to
$2.1 million Canadian dollars may be paid, all of which would be payable in
shares of Vestcom's Canadian subsidiary valued at $13.00 per share. Such
shares would be exchangeable into up to 137,307 shares of Common Stock
(assuming a maximum .85 Canadian dollar conversion rate), depending on COS
Information's calendar 1997 EBIT, except for interest on any capital
equipment purchases made after the beginning of the earn-out period. See
"Canadian Acquisition."

F-6
<PAGE> 59

VESTCOM INTERNATIONAL, INC. AND FOUNDING COMPANIES

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS -- (CONTINUED)

(4) An additional earn-out of up to $6,000,000 may be paid, $1,680,009 of which
would be paid in cash and the remainder of which would be paid by delivery
of shares of a class of the Company's Preferred Stock convertible into up to
359,999 shares of Common Stock if the initial public offering price is
$12.00 per share, with the amount of cash and the conversion ratio based on
EIS' EBIT, except for interest on any capital equipment purchases made after
the beginning of the earn-out period, for the two year period beginning on
the first day of the fiscal quarter within which the Offering is
consummated.

(5) An additional earn-out of up to $4,499,997 may be paid, $700,007 of which
would be paid in cash and the remainder of which would be paid by delivery
of shares of a class of the Company's Preferred Stock convertible into up to
316,666 shares of Common Stock if the initial public offering price is
$12.00 per share, with the amount of cash and the conversion ratio based on
Image's EBIT, except for interest on any capital equipment purchases made
after the beginning of the earn-out period, for the one year period
beginning on the first day of the fiscal quarter within which the Offering
is consummated.

Currently, the Company expects the Founding Companies that have earn-out
agreements to earn 50% of their earn-outs. To the extent the Founding Companies
earn more or less than 50%, an adjustment will be made to the purchase price.

The estimated purchase price for the Acquisitions is subject to certain
purchase price adjustments at and following consummation. See "Certain
Transactions".

Of the estimated total purchase price of $34.8 million (based on the fair
value of the cash and the shares to be issued) in the Acquisitions (excluding
Comvestrix Corp., the accounting acquiror), $1.1 million has been allocated to
the assets acquired and liabilities assumed.

Based upon management's analysis, it is anticipated that the historical
carrying value of the Founding Companies' assets and liabilities will
approximate fair value. The amount allocated to goodwill is $33.7 million.
Management has not identified any other material tangible or identifiable
intangible assets of the Founding Companies to which a portion of the purchase
price could reasonably be allocated.

F-7
<PAGE> 60

VESTCOM INTERNATIONAL, INC. AND FOUNDING COMPANIES

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS -- (CONTINUED)

4. UNAUDITED PRO FORMA BALANCE SHEET ADJUSTMENTS:

The following tables summarize unaudited pro forma combined balance sheet
adjustments:

<TABLE>
<CAPTION>
PRO FORMA POST-MERGER POST-MERGER POST-MERGER
ADJUSTMENT ADJUSTMENT ADJUSTMENT ADJUSTMENT POST-MERGER
(a) (b) (c) (d) ADJUSTMENTS
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents................. -- 41,317,516 (13,600,646) (18,423,390) 9,293,480
Due from related parties.................. (527,056) -- -- -- --
Goodwill.................................. 33,345,289 -- -- -- --
Other Assets.............................. -- (392,664) -- -- (392,664)
Short-term borrowings..................... -- -- 3,543,369 -- 3,543,369
Current portion of long-term debt......... -- -- 2,230,471 -- 2,230,471
Current portion of capital lease
obligations............................. -- -- 662,905 -- 662,905
Due to related parties.................... 527,056 -- 1,997,266 -- 1,997,266
Pro forma cash due Founding Companies..... (18,423,390) -- -- 18,423,390 18,423,390
Accrued expenses.......................... -- 320,230 -- -- 320,230
Deferred income taxes..................... (1,525,771) -- -- -- --
Long-term debt............................ -- -- 2,570,787 -- 2,570,787
Capital lease obligations................. -- -- 2,595,848 -- 2,595,848
Pledged stock............................. 375,000
Convertible preferred stock............... (2,791,244) -- -- --
Deferred purchase price................... (2,663,756) -- -- --
Deferred charges.......................... (955,000) -- -- -- --
Common stock.............................. (11,221,327) (40,966,000) -- -- (40,966,000)
Preferred stock........................... (1,809,695) -- -- -- --
Additional paid-in capital................ 636,580 -- -- -- --
Subscriptions receivable.................. (106,297) (279,082) -- -- (279,082)
Retained earnings......................... 7,320,972 -- -- -- --
Less-treasury stock....................... (2,216,613) -- -- -- --
Cumulative translation adjustments........ 35,252 -- -- -- --
----------- ----------- ----------- ----------- -----------
0 0 0 0 0
=========== =========== =========== =========== ===========
</TABLE>

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

(a) Records the purchase of the Founding Companies, including the eliminations
of inter-company balances.

The Convertible Preferred Stock includes the Class A and Class C Convertible
Preferred Stock which has been issued to EIS and IPS relative to the
earn-outs. It is valued at the amount which management reasonably expects
will be attained.

The Deferred Purchase Price includes the expected cash payments to be made
under the earn-outs and the expected value of the COS and Lirpaco shares
relative to the earn-outs. It is valued at the amount which management
reasonably expects will be attained.

The Deferred Charges have been provided for the termination of the DMS
leases and for termination and renegotiation of existing insurance
contracts.

Common Stock includes the stock to be issued to the Founding Companies and
elimination of the original common stock of the Founding Companies.

Preferred Stock includes the stock to be issued to Lirpaco and elimination
of the original preferred stock on Lirpaco's books.

F-8
<PAGE> 61

VESTCOM INTERNATIONAL, INC. AND FOUNDING COMPANIES

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS -- (CONTINUED)

(c) Records the repayment of all debt, including related party debt, and capital
lease obligations with proceeds from the Offering.

(d) Records the cash portion to be paid to the Founding Companies in connection
with the Acquisitions.

5. UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS ADJUSTMENTS:

(e) Adjusts compensation to the level the owners of certain of the Founding
Companies have agreed to receive subsequent to the Acquisitions.

(f) Records pro forma goodwill amortization expense using a 30-year estimated
life.

(g) Records the decrease in interest expense based on pro forma adjustments to
debt and capital leases.

(h) Records the incremental provisions for federal and state income taxes
relating to the compensation differential and other pro forma adjustments as
well as the conversion from an S-corp to a C-corp of Comvestrix, DMS, Image,
Computer Output, and Mystic.

(i) Upon completion of the Offering, the number of shares to be used in
computing pro forma income per share from continuing operations consists of
(i) 1,295,192 shares issued to the initial investors in Vestcom, (ii)
2,852,111 shares to be issued as consideration in the Acquisitions
(including 239,988 shares which may be issued upon the conversion of an
equal number of shares of Vestcom's Canadian subsidiary to be issued in
connection with the Acquisition of a Founding Company located in Canada),
(iii) the 3,850,000 Shares being offered hereby, (iv) up to an aggregate of
451,986 additional shares which are estimated to be issued, in connection
with the Acquisitions of four Founding Companies pursuant to certain
earn-out provisions if specified revenue or earnings thresholds are
achieved, and (v) 368 shares assumed to have been issued for consideration
lower than the assumed initial public offering price. Such number excludes
(x) 577,500 shares issuable upon exercise of the Underwriters'
over-allotment option and (y) 700,000 shares of Common Stock reserved for
issuance under the Company's 1997 Equity Compensation Program (the "Stock
Option Plan").

<TABLE>
<S> <C>
Shares issued to initial investors................................ 1,295,192
Shares issued in initial public offering.......................... 3,850,000
Shares issued to acquire Founding Companies....................... 2,852,111
Shares issuable through earn-outs (at 50% of the maximum
earn-out)....................................................... 451,986
Shares assumed to have been issued for consideration lower than
the initial public offering price, as per SAB No. 83............ 368
---------
Shares estimated to be outstanding................................ 8,449,657
</TABLE>

F-9
<PAGE> 62

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Vestcom International, Inc.:

We have audited the accompanying balance sheet of Vestcom International,
Inc. (a New Jersey corporation), as of December 31, 1996, and the related
statements of operations, stockholders' equity and cash flows from inception
(September 19, 1996) through December 31, 1996. 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, the financial statements referred to above present fairly,
in all material respects, the financial position of Vestcom International, Inc.
as of December 31, 1996 and the results of its operations and its cash flows
from inception (September 19, 1996) through December 31, 1996 in conformity with
generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Roseland, New Jersey
February 25, 1997 (except
with respect to Note 3
as to which the date is
March 17, 1997)

F-10
<PAGE> 63

VESTCOM INTERNATIONAL, INC.

BALANCE SHEET
AS OF DECEMBER 31, 1996

ASSETS

<TABLE>
<S> <C>
CASH AND CASH EQUIVALENTS, (including restricted cash of $850,000)............ $ 1,344,758
DEFERRED OFFERING COSTS....................................................... 392,664
----------
Total assets........................................................ $ 1,737,422
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Notes payable to related parties............................................ $ 1,292,732
Accrued expenses............................................................ 320,230
----------
Total liabilities................................................... 1,612,962
----------
STOCKHOLDERS' EQUITY:
Common stock, no par value; 20,000,000 shares authorized; 1,295,192 shares
issued and outstanding................................................... 1,539,965
Preferred stock, no par value; 3,000,000 shares authorized; no shares issued
or outstanding........................................................... --
Subscriptions receivable.................................................... (279,082)
Accumulated deficit......................................................... (1,136,423)
----------
Total stockholders' equity.......................................... 124,460
----------
Total liabilities and stockholders' equity.......................... $ 1,737,422
==========
</TABLE>

The accompanying notes to financial statements
are an integral part of this balance sheet.

F-11
<PAGE> 64

VESTCOM INTERNATIONAL, INC.

STATEMENT OF OPERATIONS
FOR THE PERIOD FROM INCEPTION (SEPTEMBER 19, 1996) TO DECEMBER 31, 1996

<TABLE>
<S> <C>
REVENUES...................................................................... $ --
COST OF REVENUES.............................................................. --
-----------
Gross profit........................................................ --
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.................................. 364,575
-----------
Loss from operations................................................ (364,575)
OTHER EXPENSES -- Interest expense............................................ 771,848
-----------
Net loss............................................................ $(1,136,423)
===========
</TABLE>

The accompanying notes to financial statements
are an integral part of this statement.

F-12
<PAGE> 65

VESTCOM INTERNATIONAL, INC.

STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM INCEPTION (SEPTEMBER 19, 1996) TO DECEMBER 31, 1996

<TABLE>
<CAPTION>
COMMON STOCK TOTAL
---------------------- SUBSCRIPTIONS ACCUMULATED STOCKHOLDERS'
SHARES AMOUNT RECEIVABLE DEFICIT EQUITY
--------- ---------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
BALANCE AT
SEPTEMBER 19, 1996............... -- $ -- $ -- $ -- $ --
Issuance of common stock......... 791,346 39,965 -- -- 39,965
Issuance of common stock......... 503,846 1,500,000 (279,082) -- 1,220,918
Net loss......................... -- -- -- (1,136,423) (1,136,423)
--------- ---------- --------- ----------- --------
BALANCE AT
DECEMBER 31, 1996................ 1,295,192 $1,539,965 $(279,082) $(1,136,423) $ 124,460
========= ========== ========= =========== ========
</TABLE>

The accompanying notes to financial statements
are an integral part of this statement.

F-13
<PAGE> 66

VESTCOM INTERNATIONAL, INC.

STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM INCEPTION (SEPTEMBER 19, 1996) TO DECEMBER 31, 1996

<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss...................................................................... $(1,136,423)
Adjustments to reconcile net income to net cash used in operating
activities --
Discount on issuance of stock.............................................. 1,132,697
Changes in operating assets (increase) decrease in -- Deferred offering
costs..................................................................... (392,664)
Changes in operating liabilities increase (decrease) in -- Accrued
expenses.................................................................. 320,230
-----------
Net cash used in operating activities................................. (76,160)
-----------
CASH FLOWS FROM FINANCING ACTIVITIES --
Proceeds from notes payable................................................... 1,292,732
Sale of common stock.......................................................... 128,186
-----------
Net cash provided by financing activities............................. 1,420,918
-----------
Net increase in cash and cash equivalents............................. 1,344,758
CASH AND CASH EQUIVALENTS, beginning of period.................................. --
-----------
CASH AND CASH EQUIVALENTS, end of period........................................ $ 1,344,758
===========
</TABLE>

The accompanying notes to financial statements
are an integral part of this statement.

F-14
<PAGE> 67

VESTCOM INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

(1) NATURE OF BUSINESS

Vestcom International, Inc. (a New Jersey corporation) ("Vestcom" or the
"Company"), was formed in September 1996 to create an international provider of
computer output and document management services. The Company's primary strategy
is to consolidate similar and complementary companies in the highly fragmented
computer output and document management services industry through acquisitions.

Vestcom intends to acquire seven companies (the "Acquisitions"), complete
an initial public offering (the "Offering") of its common stock and, subsequent
to the Offering, continue to acquire, through merger or purchase, similar
companies to expand its operations. In March 1997, Vestcom filed a registration
statement on Form S-1 for the initial public offering of its common stock.

Vestcom's primary assets at December 31, 1996, are cash, receivables and
deferred offering costs. Vestcom has not conducted any operations, and all
activities to date have related to the Acquisitions and the Offering. Cash was
generated from related parties for the initial capitalization of the Company
(see Note 4). There is no assurance that the Acquisitions discussed above and in
Note 7 will be completed and that Vestcom will be able to generate future
operating revenues. Funding for the deferred offering costs has been provided by
the parties described in Note 4. Vestcom is dependent upon the Offering to fund
the amounts due to such parties, the pending acquisitions and future operations.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount 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.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments purchased with an
original maturity of three months or less to be cash equivalents. Restricted
cash of $850,000 is held in escrow at December 31, 1996 and may only be used to
pay expenses associated with the formation of the Company, the Acquisitions, and
the Offering.

Deferred Offering Costs

The Company has deferred all costs of raising capital. These costs will be
offset against the capital generated by the Offering.

Income Taxes

The Company follows the liability method of accounting for income taxes in
accordance with Statement of Financial Accounting Standards ("SFAS") No. 109.
Under this method, deferred income taxes are recorded based upon differences
between the financial reporting and tax bases of assets and liabilities and are
measured using the enacted tax rates and laws that will be in effect when the
underlying assets or liabilities are
received or settled.

The Company has recorded a full valuation allowance against all deferred
tax assets due to the uncertainty of ultimate realizability. Accordingly, no
income tax benefits have been recorded for current year losses.

F-15
<PAGE> 68

VESTCOM INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

New Accounting Pronouncements

Effective September 19, 1996, the Company adopted SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of." Accordingly, in the event that facts and circumstances indicate that
property and equipment, and intangible or other assets, may be impaired, an
evaluation of recoverability would be performed. If an evaluation is required,
the estimated future cash flows associated with the asset is compared to the
asset's carrying amount to determine if a write-down to market value or
discounted cash flow value was necessary. Adoption of this standard did not have
a material effect on the financial position or results of operations of the
Company.

As of September 19, 1996, SFAS No. 123, "Accounting for Stock-Based
Compensation," will be effective for the Company. SFAS No. 123 permits, but does
not require, a fair value-based method of accounting for employee stock option
plans which results in compensation expense recognition when stock options are
granted. As permitted by SFAS No. 123, the Company will provide pro forma
disclosure of net income and earnings per share, as applicable, in the notes to
future consolidated financial statements.

(3) NOTES PAYABLE

On September 19, 1996, the Company issued Promissory Notes to related
parties in the aggregate amount of $160,035. The principal and interest are due
on the earlier of the Offering, or June 30, 1997. On December 31, 1996, the
Company issued Senior Notes to related parties in the aggregate amount of
$1,132,697. The principal and interest are due and payable on the earlier of the
Offering, or June 30, 1997. All notes bear interest at a rate equal to the
fluctuating interest rate announced by a certain bank as its prime rate (8 1/4%
at December 31, 1996). The Senior Notes include notes payable to Oppenheimer &
Co., Inc. ("Oppenheimer"), Opco Senior Executive Partnership, L.P. ("OSEP") (an
Oppenheimer affiliate), Richard D. White (a managing director of Oppenheimer who
will become a director of Vestcom upon consummation of the Offering), Comvestrix
Corp. ("Comvestrix") (one of the Founding Companies), an entity controlled by
Gary J. Marcello (president of a Founding Company), and Mr. Howard April
(president of a Founding Company) in the principal amounts of $432,495.53,
$108,123.88, $72,082.59, $399,996.26, $79,999.16 and $39,999.58, respectively.
In the event the Company is unable to pay the notes in full when due, the
noteholders have agreed to extend the due date of the notes to the earlier of
the Offering or December 31, 1998. In addition, to the extent the Company's net
assets are inadequate to satisfy the notes in full at December 31, 1998, the
noteholders have agreed not to take any action to collect on such notes.

(4) INITIAL CAPITALIZATION

The Company was initially capitalized with $1.7 million, $200,000 of which
was funded in September 1996 and the remaining $1.5 million of which was funded
in December 1996. The $200,000 was comprised of $160,035 of promissory notes
provided by Comvestrix and Peter J. McLaughlin (Executive Vice President and
Chief Financial Officer of Vestcom) and $39,965 of equity, represented by
791,346 shares of common stock, provided by the stockholders of Comvestrix and
Mr. McLaughlin. The 791,346 shares include 512,446 shares which were issued to
Joel Cartun (President, Chief Executive Officer and a director of Vestcom and
Comvestrix), 11,127 shares which were issued to Leslie M. Abcug (Vice
President -- Finance and Administration of Vestcom and Comvestrix) and 197,837
shares which were issued to Mr. McLaughlin.

The $1.5 million was raised in a private placement of stock and notes to
Oppenheimer, OSEP, Mr. White, Comvestrix, the stockholders of Comvestrix
(including Mr. Cartun and Mr. Abcug), Mr. Marcello's company and Mr. April's
company. Mr. Marcello and Mr. April will become directors of Vestcom upon the
consummation of the Offering.

F-16
<PAGE> 69

VESTCOM INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

The $1.5 million was comprised of 503,846 shares of common stock of
Vestcom, and notes in the aggregate principal amount of $1,132,697. Shares
issued included 229,773, 57,443, 38,296, 118,444, 27,436, 13,718 and 2,572
shares of Common Stock to Oppenheimer, OSEP, Mr. White, Mr. Cartun, Mr.
Marcello's entity, Mr. April and Mr. Abcug, respectively.

(5) RELATED PARTY TRANSACTION

The Company has signed a definitive agreement to acquire Comvestrix, a
related company through common ownership, to be effective with the Offering.
Comvestrix will be acquired for a total consideration consisting of 943,643
shares of common stock and approximately $4.8 million in cash which will be paid
out of the net proceeds of the Offering.

Mr. McLaughlin received $74,400 from Vestcom in 1997 for consulting
services rendered to Vestcom during 1996, which is included in deferred offering
costs in the accompanying balance sheet. In addition, upon the consummation of
the Offering, Vestcom has agreed to pay McLaughlin & Tonra, a partnership in
which Mr. McLaughlin held a 50% interest, the sum of $75,000 in payment of
consulting services rendered by that firm in connection with the Acquisitions
and the Offering.

(6) EVENTS SUBSEQUENT TO DATE OF REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
(UNAUDITED)

Merger Agreements

Vestcom and separate wholly-owned subsidiaries have signed definitive
agreements to acquire by merger seven companies (the Founding Companies) to be
effective with the Offering. The Founding Companies are Comvestrix Corp., Morris
County Direct Mail Services, Inc. and related companies, Computer Output
Systems, Inc., Electronic Imaging Services, Inc., Image Printing Systems Inc.,
Lirpaco and subsidiary and Mystic Graphic Systems, Inc. The aggregate
consideration that will be paid by Vestcom to acquire the Founding Companies is,
subject to working capital adjustments and earnouts, approximately $19.8 million
in cash and 3,304,096.5 shares of Vestcom common stock.

Credit Facility

In March 1997, the Company received a commitment letter from a bank
providing for a $30 million bank credit facility to be used for acquisitions,
working capital and other corporate purposes. This credit facility is contingent
upon the Offering occurring.

Acquisition and Offering Costs

Subsequent to December 31, 1996, the Company has incurred additional costs,
including professional fees and travel, associated with the acquisition of the
Founding Companies and the Offering. Accordingly, accrued liabilities have
increased to approximately $1.2 million as of February 28, 1997.

Stock Option Plan

In March 1997, the Company approved the 1997 Equity Compensation Program
(the "Stock Option Plan") which provides for the granting or awarding of stock
options and stock appreciation rights to nonemployee directors, officers and
other key employees and consultants (including officers of the Founding
Companies). The number of shares authorized and reserved for issuance under the
Plan is limited to the greater of 700,000 shares or 10 percent of the number of
shares of common stock outstanding. In general, the terms of the option awards
(including vesting schedules) will be established by the Company's Board of
Directors or a Compensation Committee.

F-17
<PAGE> 70

VESTCOM INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

The Stock Option Plan also provides for automatic option grants to
directors who are not otherwise employed by Vestcom or its subsidiaries. Upon
commencement of service, a nonemployee director will receive a nonqualified
option to purchase 10,000 shares of common stock, and continuing nonemployee
directors will receive annual options to purchase 5,000 shares of common stock.
Options granted to nonemployee directors become fully exercisable one year after
the date of grant. Nonemployee directors' options have a term of ten years from
the date of grant.

Upon consummation of the Acquisitions and the Offering, options covering an
aggregate of 305,000 shares of common stock will be outstanding under the Stock
Option Plan, including (i) options to purchase 10,000 shares of common stock
which will have been granted to each of Mr. White, Fred S. Lafer, Stephen R.
Bova and Leonard J. Fassler, (ii) options to purchase 15,000 shares of common
stock which will have been granted to Mr. April and (iii) options to purchase an
additional 250,000 shares of common stock which will have been granted to other
employees of Vestcom and its subsidiaries. All of these options will expire ten
years after the date of grant (except for Mr. April's options, which will expire
on January 2, 2001) and have an exercise price, subject to adjustment, equal to
the initial public offering price of the Common Stock in the Offering. Such
options will be exercisable annually in 25% increments beginning with the first
anniversary of the date of grant, except for the options granted to Messrs.
White, April, Lafer, Bova and Fassler, which become fully exercisable one year
after the date of grant.

Employment Agreements

Mr. Cartun and Mr. McLaughlin have each entered into an employment
agreement with the Company. Mr. Cartun's will commence on the consummation of
the Offering and the Acquisitions and Mr. McLaughlin's agreement commenced on
March 1, 1997. Both agreements will continue for a term of three years following
the consummation of the Offering. Pursuant to their respective agreements, Mr.
Cartun will serve as President and Chief Executive Officer of the Company at an
annual base salary of $200,000 and Mr. McLaughlin will serve as Executive Vice
President and Chief Financial Officer of the Company at an annual base salary of
$144,000.

Undesignated Stock

In March, 1997, the Company filed a restated Certificate of Incorporation,
to eliminate the Preferred Stock and create a class of 10,000,000 shares of
Undesignated Stock.

New Accounting Standard

In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, "Earnings per Share". This statement supersedes APB Opinion No. 15,
"Earnings per Share" and simplifies the computation of earnings per share
("EPS"). Primary EPS is replaced with a presentation of basic EPS. Basic EPS
includes no dilution and is computed by dividing income available to common
stockholders by the weighted-average number of common shares outstanding for the
period. Fully diluted EPS is replaced with diluted EPS. Diluted EPS reflects the
potential dilution if certain securities are converted. SFAS No. 128 requires
dual presentation of basic and diluted EPS by entities that issue any securities
other than ordinary common stock. SFAS No. 128 will be effective for financial
statements for both interim and annual periods ending after December 15, 1997,
and requires retroactive restatement of all EPS data presented. The Company
plans to adopt the statement on December 31, 1997. The Company does not expect
the effect of adopting SFAS No. 128 to have a material impact on its EPS
calculations, and, if adopted currently, SFAS No. 128 would not have a material
impact on the Company's reported EPS.

F-18
<PAGE> 71

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of
Comvestrix Corp.:

We have audited the accompanying balance sheets of Comvestrix Corp. (a
Delaware corporation) as of December 31, 1995 and 1996, and the related
statements of income, stockholders' equity, and cash flows for the years ended
December 31, 1994, 1995 and 1996. 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.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Comvestrix Corp. as of
December 31, 1995 and 1996 and the results of its operations and its cash flows
for the years ended December 31, 1994, 1995 and 1996 in conformity with
generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Roseland, New Jersey
February 12, 1997

F-19
<PAGE> 72

COMVESTRIX CORP.

BALANCE SHEETS

AS OF DECEMBER 31, 1995 AND 1996

<TABLE>
<CAPTION>
1995 1996 1996 PRO FORMA
----------- ----------- --------------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents....................... $ 150,832 $ 106,610 $ 106,610
Accounts receivable, net of allowance for
doubtful accounts of $103,548 and $111,724 in
1995 and 1996, respectively.................. 3,258,311 4,135,168 4,135,168
Postage receivable.............................. 130,448 832,303 832,303
Due from Vestcom................................ -- 527,056 527,056
Supplies inventory.............................. 401,375 417,869 417,869
Prepaid postage................................. 920,937 885,123 885,123
Prepaid expenses and other current assets....... 235,920 126,761 126,761
---------- ----------- -----------
Total current assets.................... 5,097,823 7,030,890 7,030,890
PROPERTY AND EQUIPMENT, net of accumulated
depreciation and amortization................... 4,061,339 4,385,047 4,385,047
OTHER ASSETS...................................... 132,875 105,750 105,750
---------- ----------- -----------
Total assets............................ $ 9,292,037 $11,521,687 $ 11,521,687
========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term borrowings........................... $ 1,000,000 $ 1,900,000 $ 1,900,000
Current portion of long-term debt............... 626,315 785,472 785,472
Current portion of capital lease obligations.... 255,657 -- --
Accounts payable and accrued expenses........... 1,752,836 2,461,042 2,461,042
Pro forma cash due to Founding Companies........ -- -- 18,423,390
Advanced postage................................ 397,182 888,809 888,809
Other current liabilities....................... 150,345 135,810 135,810
---------- ----------- -----------
Total current liabilities............... 4,182,335 6,171,133 24,594,523
LONG-TERM DEBT.................................... 1,017,380 682,611 682,611
DEFERRED LEASE EXPENSES........................... 324,176 380,297 380,297
DEFERRED INCOME TAXES............................. 35,000 3,157 3,157
---------- ----------- -----------
Total liabilities....................... 5,558,891 7,237,198 25,660,588
---------- ----------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $.00125 par value; 6,500,000
shares authorized; 5,900,000 and 6,000,000
shares issued; 3,634,000 and 3,734,000 shares
outstanding in 1995 and 1996, respectively... 7,375 7,500 7,500
Additional paid-in capital...................... 232,988 355,863 355,863
Pro forma distribution to Founding Companies.... -- -- (18,423,390)
Subscriptions receivable........................ (4,500) (106,297) (106,297)
Retained earnings............................... 4,935,663 5,465,803 5,465,803
---------- ----------- -----------
5,171,526 5,722,869 (12,700,521)
Less -- Treasury stock, 2,266,000 shares at
cost......................................... (1,438,380) (1,438,380) (1,438,380)
---------- ----------- -----------
Total stockholders' equity.............. 3,733,146 4,284,489 (14,138,901)
---------- ----------- -----------
Total liabilities and stockholders'
equity................................ $ 9,292,037 $11,521,687 $ 11,521,687
========== =========== ===========
</TABLE>

The accompanying notes to financial statements
are an integral part of these balance sheets.

F-20
<PAGE> 73

COMVESTRIX CORP.

STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996

<TABLE>
<CAPTION>
1994 1995 1996
----------- ----------- -----------
<S> <C> <C> <C>
REVENUES............................................ $16,605,558 $19,298,468 $21,446,745

COST OF REVENUES.................................... 9,902,000 10,610,825 12,329,784
----------- ----------- -----------
Gross profit.............................. 6,703,558 8,687,643 9,116,961

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES........ 6,423,696 7,052,765 7,282,491
----------- ----------- -----------
Income from operations.................... 279,862 1,634,878 1,834,470
----------- ----------- -----------

OTHER INCOME (EXPENSE):
Interest expense.................................. (44,025) (58,515) (140,804)
Interest and other income......................... 3,626 44,890 63,051
Contract settlement income........................ -- 475,250 --
----------- ----------- -----------
(40,399) 461,625 (77,753)
----------- ----------- -----------
Income before provision (benefit) for
income taxes............................ 239,463 2,096,503 1,756,717
----------- ----------- -----------
PROVISION (BENEFIT) FOR INCOME TAXES................ (122,000) 79,277 9,298
----------- ----------- -----------
Net income................................ $ 361,463 $ 2,017,226 $ 1,747,419
=========== =========== ===========
PRO FORMA (unaudited):
Pro forma provision for income taxes.............. 702,687
-----------
Pro forma net income.............................. $ 1,054,030
===========
</TABLE>

The accompanying notes to financial statements
are an integral part of these statements.

F-21
<PAGE> 74

COMVESTRIX CORP.

STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL TREASURY STOCK TOTAL
------------------ PAID-IN SUBSCRIPTIONS RETAINED ---------------------- STOCKHOLDERS'
SHARES AMOUNT CAPITAL RECEIVABLE EARNINGS SHARES AMOUNT EQUITY
---------- ------ ---------- ------------- ----------- --------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT JANUARY 1,
1994................... 590,000 $7,375 $232,988 $ (39,610) $ 3,865,219 197,600 $1,200,000 $ 2,865,972

Purchase of treasury
stock................ -- -- -- -- -- 29,000 238,380 (238,380)
Collection of
subscriptions
receivable........... -- -- -- 30,430 -- -- -- 30,430
Net income............. -- -- -- -- 361,463 -- -- 361,463
--------- ------ -------- --------- ---------- --------- ---------- ----------

BALANCE AT DECEMBER 31,
1994................... 590,000 7,375 232,988 (9,180) 4,226,682 226,600 1,438,380 3,019,485

Recapitalization of
common stock......... 5,310,000 -- -- -- -- 2,039,400 -- --
Collection of
subscriptions
receivable........... -- -- -- 4,680 -- -- -- 4,680
Net income............. -- -- -- -- 2,017,226 -- -- 2,017,226
Distributions to
stockholders......... -- -- -- -- (1,308,245) -- -- (1,308,245)
--------- ------ -------- --------- ---------- --------- ---------- ----------

BALANCE AT DECEMBER 31,
1995................... 5,900,000 7,375 232,988 (4,500) 4,935,663 2,266,000 1,438,380 3,733,146

Issuance of common
stock................ 100,000 125 122,875 (123,000) -- -- -- --
Collection of
subscriptions
receivable........... -- -- -- 21,203 -- -- -- 21,203
Net income............. -- -- -- -- 1,747,419 -- -- 1,747,419
Distributions to
stockholders......... -- -- -- -- (1,217,279) -- -- (1,217,279)
--------- ------ -------- --------- ---------- --------- ---------- ----------

BALANCE AT DECEMBER 31,
1996................... 6,000,000 $7,500 $355,863 $(106,297) $ 5,465,803 2,266,000 $1,438,380 $ 4,284,489
========= ====== ======== ========= ========== ========= ========== ==========
</TABLE>

The accompanying notes to financial statements
are an integral part of these statements.

F-22
<PAGE> 75

COMVESTRIX CORP.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996

<TABLE>
<CAPTION>
1994 1995 1996
---------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income........................................... $ 361,463 $ 2,017,226 $ 1,747,419
Adjustments to reconcile net income to net cash
provided by operating activities --
Depreciation and amortization................... 898,606 1,004,901 1,143,391
Provision for doubtful accounts................. 6,352 16,875 8,176
Deferred income tax provision................... -- 35,000 (31,843)
Gain on sale of property........................ -- -- (2,598)
Changes in operating assets (increase) decrease
in --
Accounts receivable.......................... (271,441) (204,876) (885,033)
Postage receivable........................... (92,560) 53,599 (701,855)
Supplies inventory........................... (20,575) (157,406) (16,494)
Prepaid postage.............................. (104,396) (601,788) 35,814
Prepaid expenses and other assets............ (107,372) (78,664) 136,284
Changes in operating liabilities increase
(decrease) in --
Accounts payable and accrued expenses........ 937,583 (97,085) 708,206
Advanced postage............................. 252,917 (279,438) 491,627
Other current liabilities.................... (121,954) 17,818 (14,535)
Deferred charges............................. 225,041 99,135 56,121
---------- ----------- -----------
Net cash provided by operating
activities.............................. 1,963,664 1,825,297 2,674,680
---------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment................ (928,338) (1,983,186) (1,473,761)
Proceeds from sale of equipment...................... -- -- 9,260
---------- ----------- -----------
Net cash used in investing activities........ (928,338) (1,983,186) (1,464,501)
---------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net short-term borrowings............................ (225,000) 500,000 900,000
Proceeds from long-term borrowings................... 355,000 1,524,000 507,000
Principal payments on long-term debt and capital
leases obligations................................ (909,888) (528,077) (938,269)
Due from Vestcom..................................... -- -- (527,056)
Collection of subscriptions receivable............... 30,430 4,680 21,203
Repurchase of common stock........................... (238,380) -- --
Distributions to stockholders........................ -- (1,308,245) (1,217,279)
---------- ----------- -----------
Net cash provided by (used in) financing
activities................................. (987,838) 192,358 (1,254,401)
---------- ----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS... 47,488 34,469 (44,222)
CASH AND CASH EQUIVALENTS, beginning of year........... 68,875 116,363 150,832
---------- ----------- -----------
CASH AND CASH EQUIVALENTS, end of year................. $ 116,363 $ 150,832 $ 106,610
========== =========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for --
Interest........................................ $ 44,025 $ 49,858 $ 137,399
State income tax................................ 50 28,332 42,712
========== =========== ===========
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITY:
Issuance of common stock evidenced by
subscriptions receivable........................ -- -- 123,000
========== =========== ===========
</TABLE>

The accompanying notes to financial statements
are an integral part of these statements.

F-23
<PAGE> 76

COMVESTRIX CORP.

NOTES TO FINANCIAL STATEMENTS

(1) NATURE OF BUSINESS

Comvestrix Corp. (the "Company") is a Delaware corporation. The Company's
primary businesses are (i) the production and distribution of documents on
paper, microfiche, microfilm and compact disc, (ii) computer center document
outsourcing services, (iii) mailing services and (iv) forms management.

The Company and its stockholders intend to enter into a definitive
agreement with Vestcom International, Inc. ("Vestcom"), pursuant to which all
outstanding shares of the Company's common stock will be exchanged for cash and
shares of Vestcom's common stock (the "Acquisition") concurrent with the
consummation of the initial public offering (the "Offering") of the common stock
of Vestcom.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Pro Forma Financial Statements

The pro forma balance sheet as of December 31, 1996, reflects a
distribution of the cash consideration of $18,423,390 to be received by the
Founding Company stockholders in connection with the Acquisitions. The cash
consideration of $18,423,390 is to be funded from the proceeds of the Offering
discussed above.

Use of Estimates

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 at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting periods. Actual results could differ from those
estimates.

Revenue Recognition

Revenues are recognized when the services are rendered. Revenues are
presented net of postage charges in the income statement as customers advance
the Company cash to be used to purchase postage for related projects.

Cash and Cash Equivalents

Cash and cash equivalents include money market accounts and all highly
liquid debt instruments purchased with original maturities of three months or
less.

Supplies Inventory

Supplies inventory consists of paper, toner, developer and other disposable
chemicals, film and micrographic chemicals, and packaging materials. Supplies
are valued at cost, which approximates market, with cost determined using the
first-in-first-out method.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is computed
principally using the straight-line method over the estimated useful lives of
the assets. Leasehold improvements are capitalized and amortized over the
shorter of the estimated useful lives of the assets or the terms of the related
leases.

Expenditures for repairs and maintenance are charged to expense when
incurred. Expenditures for major renewals and betterments, which extend the
useful lives of existing equipment, are capitalized and depreciated. Upon
retirement or disposition of property and equipment, the cost and related
accumulated depreciation are removed from the accounts and any resulting gain or
loss is recognized in the statements of operations.

F-24
<PAGE> 77

COMVESTRIX CORP.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Income Taxes

The Company has elected to be taxed under the provisions of Subchapter S of
the Internal Revenue Code. Under those provisions, the Company does not pay
Federal corporate income taxes on its taxable income. Instead, the stockholders
are liable for individual Federal income taxes on their respective shares of the
Company's taxable income. Accordingly, no provision for Federal corporate income
taxes has been made in the accompanying financial statements.

The Company was subject to state corporate income tax for 1994, but elected
S corporation status for 1995 state income tax purposes. The Company's state
taxable income is included in each stockholder's individual state income tax
return. The Company is liable for a limited state income tax.

Deferred state income tax results from the Company filing its tax returns
on the cash basis and its financial statements on the accrual basis, as well as
the use of different methods of depreciation for financial statement and income
tax reporting purposes.

For purposes of preparing these financial statements, a pro forma provision
for Federal and state income taxes has been provided on the income statement as
if the Company was a C corporation for the year ended December 31, 1996.

New Accounting Pronouncement

Effective January 1, 1995, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." Accordingly, in
the event that facts and circumstances indicate that property and equipment, and
intangible or other assets, may be impaired, an evaluation of recoverability
would be performed. If an evaluation is required, the estimated future
undiscounted cash flows associated with the assets is compared to the asset's
carrying amount to determine if a write-down to market value or discounted cash
flow value was necessary. Adoption of this standard did not have a material
effect on the financial position or results of operations of the Company.

Concentration of Credit Risk

Financial instruments that potentially expose the Company to concentration
of credit risk, as defined by SFAS No. 105, "Disclosure of Information about
Financial Instruments with Off-Balance Sheet Risk and Financial Instruments with
Concentration of Credit Risk," consist primarily of trade accounts receivable.
The Company's customers are concentrated in the United States, primarily in the
financial, pharmaceutical and telecommunication industries. The Company
establishes an allowance for doubtful accounts based upon factors surrounding
the credit risk of specific customers, historical trends, and other information.

F-25
<PAGE> 78

COMVESTRIX CORP.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(3) PROPERTY AND EQUIPMENT

Property and equipment consist of the following at December 31:

<TABLE>
<CAPTION>
ESTIMATED
USEFUL LIVES
1995 1996 (YEARS)
----------- ----------- ------------
<S> <C> <C> <C>
Software..................................... $ 570,979 $ 662,059 3-5
Machinery and equipment...................... 8,218,062 9,126,941 5-7
Furniture and fixtures....................... 955,085 1,095,725 10
Leasehold improvements....................... 499,195 955,904 8-10
Construction in progress..................... 223,219 --
----------- -----------
10,446,540 11,840,629
Less -- Accumulated depreciation and
amortization............................... (6,405,201) (7,455,582)
----------- -----------
Property and equipment, net.................. $ 4,061,339 $ 4,385,047
=========== ===========
</TABLE>

Leased equipment under capital leases (included above) consists of the
following at December 31:

<TABLE>
<CAPTION>
1995 1996
--------- ---
<S> <C> <C>
Equipment......................................................... $ 642,902 $--
Less -- Accumulated amortization.................................. (183,686) --
-------- ---
$ 459,216 $--
======== ===
</TABLE>

The equipment previously under capital lease was purchased by the Company
during 1996.

Depreciation and amortization expense on property and equipment charged to
operations for the years ended December 31, 1994, 1995 and 1996 was $898,606,
$1,004,901 and $1,143,391, respectively.

(4) ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consists of the following at December
31:

<TABLE>
<CAPTION>
1995 1996
---------- ----------
<S> <C> <C>
Accounts payable............................................ $ 444,939 $1,292,925
Accrued salary and bonuses.................................. 726,239 794,143
Accrued production, rent and maintenance.................... 360,588 199,349
Other accruals.............................................. 221,070 174,625
---------- ----------
$1,752,836 $2,461,042
========== ==========
</TABLE>

(5) SHORT-TERM BORROWINGS

The Company has a revolving line of credit with a bank, that provides for
borrowings of up to $300,000 for equipment purchases, which is secured by the
specific equipment, and an additional $2,250,000 for working capital
requirements, which is secured by accounts receivable. Borrowings under the line
of credit bear interest at the bank's prevailing prime rate (8 1/4% at December
31, 1996) and are repayable and renewable on May 31, 1997. The unused line was
$650,000 at December 31, 1996.

F-26
<PAGE> 79

COMVESTRIX CORP.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(6) LONG-TERM DEBT

Long-term debt consists of the following at December 31:

<TABLE>
<CAPTION>
1995 1996
---------- ----------
<S> <C> <C>
Equipment loan payable to a financial institution, bearing interest
at the prime rate (8 1/4% at December 31, 1996) plus 1/2%, not to
exceed 8 1/2%. Principal is payable in monthly installments of
$9,861 beginning November 1, 1994; collateralized by specific
equipment. Final payment is due in October 1997. ................. $ 226,806 $ 108,472
Equipment loan payable to a financial institution, bearing interest
at the prime rate (8 1/4% at December 31, 1996), not to exceed
12%. Principal is payable in monthly installments of $6,500
beginning April 1, 1995; collateralized by specific equipment.
Final payment is due February 7, 1998. ........................... 175,500 97,500
Various equipment loans payable to a financial institution bearing
interest from 7 3/4% to 8 1/4%. Principal amounts are payable in
aggregate monthly installments of $49,916 maturing July 1998
through November 1999. ........................................... 1,241,389 1,262,111
---------- ----------
1,643,695 1,468,083
Less -- Current maturities.......................................... (626,315) (785,472)
---------- ----------
$1,017,380 $ 682,611
========== ==========
</TABLE>

At December 31, 1996 the aggregate amounts of annual principal maturities
of long-term obligations are as follows:

<TABLE>
<S> <C>
1997..................................................................... $ 785,472
1998..................................................................... 569,889
1999..................................................................... 112,722
----------
Total.......................................................... $1,468,083
==========
</TABLE>

The Company's debt agreements require the maintenance of certain ratios
related to working capital, debt compared to equity, and retained earnings. The
Company was in compliance with all such ratios as of December 31, 1996.

(7) SUBSCRIPTIONS RECEIVABLE FROM STOCKHOLDERS

Subscriptions receivable from stockholders at December 31, 1995 were
evidenced by a 9% promissory note which matured in December 1996. Subscriptions
receivable from stockholders at December 31, 1996 were evidenced by 6%
promissory notes from various stockholders with aggregate annual principal
installments totaling $26,525 maturing in January 2001.

(8) INCOME TAXES

During 1994, the Company utilized a $178,000 state net operating loss
carryforward. Accordingly, the 1994 current state tax provision has been reduced
by approximately $16,000 which reflects the tax benefit of such net operating
loss carryforward.

In 1994, the deferred state tax provision has been reduced by the effect of
the tax rate differential between C corporation status and S corporation status
for state income tax purposes (see Note 2).

F-27
<PAGE> 80

COMVESTRIX CORP.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Deferred state taxes primarily relate to property. No valuation allowance
has been recorded as the Company believes it will realize all such assets in
future years.

(9) STOCKHOLDERS' EQUITY

Effective December 31, 1995, the Company recapitalized its common stock in
a 10-for-1 stock split. Accordingly, authorized, issued, outstanding and
treasury shares were increased for 1995 in a ratio of 10-to-1 from 1994. Also,
the par value of common stock was decreased for 1995 in a ratio of 10-to-1 from
1994.

During 1996, the Company issued and sold 100,000 shares of stock to five
long-term employees of the Company. The consideration for the stock consisted of
promissory notes (see Note 7).

(10) COMMITMENTS AND CONTINGENCIES:

Operating Leases

The Company leases office premises, warehouse space and a portion of its
machinery and equipment under operating leases expiring at varying dates through
2001. Its offices are leased from an entity that is 50% owned by the Company's
president ("related party lease") (see Note 11).

At December 31, 1996 the minimum annual rental commitment of the Company,
including the required funding of a capital improvements escrow account, under
existing agreements (including related party lease) is as follows:

<TABLE>
<S> <C>
1997..................................................................... $ 749,468
1998..................................................................... 687,074
1999..................................................................... 686,960
2000..................................................................... 673,487
2001..................................................................... 217,064
----------
Total minimum payments......................................... $3,014,053
==========
</TABLE>

Rent expense (including lease escalations) charged to operations for the
years ended December 31, 1994, 1995 and 1996 was $2,282,794, $2,234,340 and
$2,236,280, respectively.

Litigation

The Company is involved in various legal actions arising in the ordinary
course of business. Management does not believe that the outcome of such legal
actions will have a material adverse effect on the Company's financial position
or results of operations.

F-28
<PAGE> 81

COMVESTRIX CORP.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(11) RELATED PARTY TRANSACTIONS

The Company leases certain office space from an entity that is 50% owned by
its president. This lease requires the Company to make payments into an escrow
account to be used for specific improvements to the premises. Such amounts are
included in other assets in the accompanying financial statements. The minimum
future annual rental payments to related parties are as follows:

Related party rent expense for the years ended December 31, 1994, 1995 and
1996 was $661,635, $363,472 and $628,083, respectively.

On September 19, 1996, the Company loaned Vestcom $120,036 as part of
Vestcom's initial capitalization. Additionally, the Company loaned Vestcom
$399,996 in December 1996. The loans bear interest at a rate equal to the
fluctuating interest rate announced by a certain bank as its prime rate (8 1/4%
at December 31, 1996) and are due and payable on the earlier of the Offering or
June 30, 1997. The Company has unreimbursed advances to Vestcom of $7,024 for
working capital needs which are included in due from Vestcom in the accompanying
balance sheet. In the event Vestcom is unable to pay the notes in full when due,
the Company has agreed to extend the due date of the notes to the earlier of the
Offering or December 31, 1998. In addition, to the extent Vestcom's net assets
are inadequate to satisfy the notes in full at December 31, 1998, the Company
has agreed not to take any action to collect on such notes.

(12) EMPLOYEE BENEFIT PLAN

The Company maintains a 401(k) deferred compensation plan. The plan
provides for the Company to make a discretionary matching contribution
determined as a percentage of employees' contributions. Contributions to this
plan for the years ended December 31, 1994, 1995 and 1996 were $39,641, $43,477
and $61,465, respectively.

(13) SUBSEQUENT EVENTS

Effective January 1, 1997, the Company entered into a capital lease with
Xerox on a portion of its Xerox production equipment. The term of the lease is
for five years and the minimum monthly payments will be $129,838.

(14) EVENTS SUBSEQUENT TO DATE OF REPORT OF INDEPENDENT PUBLIC

ACCOUNTANTS (UNAUDITED)

In February 1997, the Company and its stockholders entered into a
definitive agreement with Vestcom providing for the Acquisition of the Company
by Vestcom.

Prior to the closing of the Acquisition, the Company will make
distributions in respect of the Company's estimated S Corporation accumulated
adjustment account at the time of closing.

F-29
<PAGE> 82

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of
Morris County Direct Mail Services, Inc.
and related companies:

We have audited the accompanying combined balance sheets of Morris County
Direct Mail Services, Inc. (a New Jersey corporation) and related companies as
of December 31, 1995 and 1996, and the related combined statements of income,
stockholders' equity, and cash flows for the years ended December 31, 1994, 1995
and 1996. 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.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Morris County Direct Mail
Services, Inc. and related companies as of December 31, 1995 and 1996 and the
results of their operations and their cash flows for the years ended December
31, 1994, 1995 and 1996 in conformity with generally accepted accounting
principles.

ARTHUR ANDERSEN LLP

Roseland, New Jersey
February 12, 1997

F-30
<PAGE> 83

MORRIS COUNTY DIRECT MAIL SERVICES, INC. AND RELATED COMPANIES

COMBINED BALANCE SHEETS
AS OF DECEMBER 31, 1995 AND 1996

<TABLE>
<CAPTION>
1995 1996
---------- ----------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents......................................... $ 534,459 $ 572,714
Accounts receivable, net of allowance for doubtful accounts of
$211,000 and $203,000 in 1995 and 1996, respectively........... 1,336,698 2,647,434
Postage receivable................................................ 1,019,560 330,730
Notes receivable.................................................. -- 100,000
Due from related parties.......................................... 190,088 266,775
Prepaid expenses and other current assets......................... 115,785 175,594
---------- ----------
Total current assets...................................... 3,196,590 4,093,247
PROPERTY AND EQUIPMENT, net of accumulated depreciation and
amortization...................................................... 1,867,808 1,504,158
GOODWILL AND OTHER INTANGIBLE ASSETS................................ -- 396,184
OTHER ASSETS........................................................ 19,417 131,488
---------- ----------
Total assets.............................................. $5,083,815 $6,125,077
========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term borrowings............................................. $ -- $ 160,000
Current portion of long-term debt................................. 227,935 460,709
Current portion of capital lease obligations...................... 20,025 21,098
Due to related parties............................................ 685,384 1,231,590
Accounts payable.................................................. 370,551 686,646
Accrued expenses.................................................. 400,907 474,354
Advanced postage.................................................. 1,425,423 612,332
---------- ----------
Total current liabilities................................. 3,130,225 3,646,729
LONG-TERM DEBT...................................................... 343,686 933,646
CAPITAL LEASE OBLIGATIONS........................................... 27,166 15,836
DUE TO RELATED PARTIES.............................................. 666,001 --
DEFERRED INCOME TAXES............................................... 12,200 11,420
---------- ----------
Total liabilities......................................... 4,179,278 4,607,631
---------- ----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock Morris County Direct Mail Services, Inc., no par
value; 2,500 shares authorized; 130 and 1,075 shares issued and
outstanding in 1995 and 1996, respectively..................... 16,000 16,000
First Class Presort, Inc., no par value; 2,000 shares
authorized; 199 shares issued and outstanding................. 1,990 1,990
Quality Control Printing, Inc., no par value; 2,500 shares
authorized; 100 shares issued and outstanding................. 2,000 2,000
Additional paid-in capital --
Morris County Direct Mail Services, Inc........................ 59,500 59,500
First Class Presort, Inc....................................... 123,268 123,268
Retained earnings................................................. 1,103,279 1,716,188
---------- ----------
1,306,037 1,918,946
Less -- Treasury stock, 75 shares at cost of Morris County Direct
Mail Services, Inc............................................. (401,500) (401,500)
---------- ----------
Total stockholders' equity................................ 904,537 1,517,446
---------- ----------
Total liabilities and stockholders' equity................ $5,083,815 $6,125,077
========== ==========
</TABLE>

The accompanying notes to financial statements
are an integral part of these balance sheets.

F-31
<PAGE> 84

MORRIS COUNTY DIRECT MAIL SERVICES, INC. AND RELATED COMPANIES

COMBINED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996

<TABLE>
<CAPTION>
1994 1995 1996
---------- ---------- -----------
<S> <C> <C> <C>
REVENUES.............................................. $8,503,918 $9,422,646 $13,360,125
COST OF REVENUES...................................... 6,538,866 6,429,671 9,517,339
---------- ---------- -----------
Gross profit................................ 1,965,052 2,992,975 3,842,786
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.......... 1,539,973 1,913,391 3,155,486
---------- ---------- -----------
Income from operations...................... 425,079 1,079,584 687,300
---------- ---------- -----------
OTHER INCOME (EXPENSE):
Interest expense.................................... (126,394) (91,042) (159,402)
Interest and other income........................... 8,759 21,918 49,674
Net gain (loss) on sale of property and equipment... -- (114,694) 63,550
---------- ---------- -----------
(117,635) (183,818) (46,178)
---------- ---------- -----------
Income before provision (benefit) for income
taxes..................................... 307,444 895,766 641,122
---------- ---------- -----------
PROVISION (BENEFIT) FOR INCOME TAXES.................. (20,310) 30,936 28,213
---------- ---------- -----------
Net income.................................. $ 327,754 $ 864,830 $ 612,909
========== ========== ===========
</TABLE>

The accompanying notes to financial statements
are an integral part of these statements.

F-32
<PAGE> 85

MORRIS COUNTY DIRECT MAIL SERVICES, INC. AND RELATED COMPANIES

COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996
<TABLE>
<CAPTION>
COMMON STOCK
---------------------------------------------------- ADDITIONAL
PAID-IN
MORRIS COUNTY CAPITAL
DIRECT MAIL FIRST CLASS QUALITY CONTROL --------------
SERVICES, INC. PRESORT, INC. PRINTING, INC. MORRIS COUNTY
---------------- --------------- --------------- DIRECT MAIL
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT SERVICES, INC.
------ ------- ------ ------ ------ ------ --------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT
JANUARY 1, 1994................................ 130 $16,000 199 $1,990 100 $2,000 $ 59,500
Net income..................................... -- -- -- -- -- -- --
Distributions to stockholders.................. -- -- -- -- -- -- --
---- ------ --- ------ --- ------ -------
BALANCE AT DECEMBER 31, 1994..................... 130 16,000 199 1,990 100 2,000 59,500
Net income..................................... -- -- -- -- -- -- --
Distributions to stockholders.................. -- -- -- -- -- -- --
---- ------ --- ------ --- ------ -------
BALANCE AT DECEMBER 31, 1995..................... 130 16,000 199 1,990 100 2,000 59,500
Stock split.................................... 945 -- -- -- -- -- --
Net income..................................... -- -- -- -- -- -- --
---- ------ --- ------ --- ------ -------
BALANCE AT DECEMBER 31, 1996..................... 1,075 $16,000 199 $1,990 100 $2,000 $ 59,500
==== ====== === ====== === ====== =======

TREASURY STOCK TOTAL
FIRST CLASS RETAINED ------------------ STOCKHOLDERS'
PRESORT, INC. EARNINGS SHARES AMOUNT EQUITY
------------- ---------- ------ --------- ------------
<S> <C> <C> <C> <C> <C>
BALANCE AT
JANUARY 1, 1994................................ $ 123,268 $ (52,326) 75 $(401,500) $ (251,068)
Net income..................................... -- 327,754 -- -- 327,754
Distributions to stockholders.................. -- (14,000) -- -- (14,000)
--
-------- ---------- --------- ----------
BALANCE AT DECEMBER 31, 1994..................... 123,268 261,428 75 (401,500) 62,686
Net income..................................... -- 864,830 -- -- 864,830
Distributions to stockholders.................. -- (22,979) -- -- (22,979)
--
-------- ---------- --------- ----------
BALANCE AT DECEMBER 31, 1995..................... 123,268 1,103,279 75 (401,500) 904,537
Stock split.................................... -- -- -- -- --
Net income..................................... -- 612,909 -- -- 612,909
--
-------- ---------- --------- ----------
BALANCE AT DECEMBER 31, 1996..................... $ 123,268 $1,716,188 75 $(401,500) $1,517,446
======== ========== == ========= ==========
</TABLE>

The accompanying notes to financial statements are an integral part of these
statements.

F-33
<PAGE> 86

MORRIS COUNTY DIRECT MAIL SERVICES, INC. AND RELATED COMPANIES

COMBINED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996

<TABLE>
<CAPTION>
1994 1995 1996
--------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income............................................. $ 327,754 $ 864,830 $ 612,909
Adjustments to reconcile net income to net cash
provided by operating activities --
Depreciation and amortization....................... 334,690 392,397 587,727
Amortization of goodwill............................ -- -- 16,116
Provision for doubtful accounts..................... 46,467 55,260 25,693
Deferred income tax provision....................... (27,837) 566 (780)
(Gain) loss on sale of equipment.................... -- 114,694 (63,550)
Loss on write-off of leasehold improvements......... -- -- 496,876
Changes in operating assets (increase) decrease in--
Accounts receivables.............................. 29,024 213,194 (1,336,429)
Postage receivable................................ 5,472 (431,184) 688,830
Prepaid expenses and other assets................. (33,617) (19,595) (135,273)
Changes in operating liabilities increase (decrease)
in --
Accounts payable.................................. 111,364 (418,965) 316,095
Accrued expenses.................................. (8,140) (22,263) 73,447
Advanced postage.................................. (347,119) 317,309 (813,091)
--------- ----------- -----------
Net cash provided by operating activities...... 438,058 1,066,243 468,570
--------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment.................. (159,691) (640,692) (482,403)
Proceeds from sale of property and equipment........... -- -- 175,000
Acquisition of companies............................... -- -- (762,300)
--------- ----------- -----------
Net cash used in investing activities.......... (159,691) (640,692) (1,069,703)
--------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net short-term borrowings.............................. (50,000) -- 160,000
Proceeds from long-term borrowings..................... 124,990 453,000 1,249,881
Principal payments on long-term debt and capital lease
obligations......................................... (493,484) (433,597) (437,404)
Issuance of notes receivable........................... -- -- (175,000)
Collection of notes receivable......................... -- -- 13,393
Net proceeds from affiliates........................... 70,240 (5,153) 48,313
Proceeds from stockholder loans........................ 155,711 143,784 31,015
Payments on stockholder loans.......................... (243,991) (251,802) (250,810)
Distributions to stockholders.......................... (14,000) (22,979) --
--------- ----------- -----------
Net cash provided by (used in) financing
activities................................... (450,534) (116,747) 639,388
--------- ----------- -----------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS....................................... $(172,167) $ 308,804 $ 38,255
CASH AND CASH EQUIVALENTS, beginning of year............. 397,822 225,655 534,459
--------- ----------- -----------
CASH AND CASH EQUIVALENTS, end of year................... $ 225,655 $ 534,459 $ 572,714
========= =========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for
Interest............................................ $ 65,647 $ 41,739 $ 118,386
State income tax.................................... 6,408 14,707 41,121
========= =========== ===========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND
FINANCING ACTIVITIES:
Capital lease obligations incurred..................... 81,949 -- --
========= =========== ===========
</TABLE>

The accompanying notes to financial statements
are an integral part of these statements.

F-34
<PAGE> 87

MORRIS COUNTY DIRECT MAIL SERVICES, INC. AND RELATED COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS

(1) NATURE OF BUSINESS

The accompanying combined financial statements include the accounts of
Morris County Direct Mail Services, Inc., ("DMS"), Quality Control Printing,
Inc. ("QCP") and First Class Presort, Inc. ("FCP") (all New Jersey corporations)
(collectively, the "Company"). The Company's primary businesses are (i)
marketing materials fulfillment, (ii) mailing services, and (iii) forms
management.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Companies discussed in Note 1 are under the common control of one
stockholder. All significant intercompany transactions have been eliminated in
combination.

Use of Estimates

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 at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting periods. Actual results could differ from those
estimates.

Revenue Recognition

Revenues are recognized when the services are rendered. Revenues are
presented net of postage incurred as customers advance the Company cash to be
used to purchase postage for related projects.

Cash and Cash Equivalents

Cash and cash equivalents include money market accounts and all highly
liquid debt instruments purchased with original maturities of three months or
less.

Supplies Inventory

Supplies inventory consists of paper goods, printing items, and packaging
materials. Supplies are valued at cost, which approximates market, with cost
determined using the first-in-first-out method.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is computed
principally using an accelerated method which reflects the estimated useful
lives of the assets. Leasehold improvements and assets subject to capital lease
are capitalized and amortized over the shorter of the estimated useful lives of
the assets or the terms of the related leases.

During 1996, the Company decided to move to a new location. As a result,
net leasehold improvements of $496,878 became impaired and were written off.

F-35
<PAGE> 88

MORRIS COUNTY DIRECT MAIL SERVICES, INC. AND RELATED COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Income Taxes

The Company has elected to be taxed under the provisions of Subchapter S of
the Internal Revenue Code and, where applicable, State of New Jersey tax laws.
Under those provisions, the Company does not pay Federal corporate income taxes
on its taxable income and, where applicable, pays approximately a two percent
tax to the State of New Jersey, and is not allowed a net operating loss
carryover or carryback as a deduction. Instead, the Stockholders are liable for
individual Federal and, where applicable, State of New Jersey income taxes on
their respective shares of the Company's taxable income, or include their
respective shares of the Company's Federal net operating loss on their
individual tax returns. Accordingly, no provision for Federal corporate income
taxes has been made in the accompanying financial statements.

New Accounting Pronouncement

Concentration of Credit Risk

Financial instruments that potentially expose the Company to concentration
of credit risk, as defined by SFAS No. 105, "Disclosure of Information about
Financial Instruments with Off-Balance-Sheet Risk and Financial Instruments with
Concentrations of Credit Risk," consist primarily of trade accounts receivable.
The Company's customers are concentrated in the Northeastern United States in
various industries. The Company establishes an allowance for doubtful accounts
based upon factors surrounding the credit risk of specific customers, historical
trends, and other information.

Acquisitions

Effective May 17, 1996, FCP acquired 100% of the outstanding shares of
stock in Regal Mail Service, Inc. ("Regal") for $159,800 in cash. Regal was
consolidated into FCP effective as of the date of acquisition. In connection
with the acquisition, which was accounted for as a purchase, FCP recorded
goodwill of $9,800.

Effective May 23, 1996, QCP acquired 100% of the outstanding shares of
stock in Stuyvesant Press, Inc. ("Stuyvesant") for $602,500. Consideration paid
by QCP included $294,000 in cash and $228,500 in notes payable. Stuyvesant was
consolidated into QCP effective as of the date of acquisition. In connection
with the acquisition, which was accounted for as a purchase, QCP recorded
goodwill and a covenant not to compete of $402,500.

Goodwill and Other Intangible Assets

Goodwill and the covenant not to compete are being amortized over 15 years
using the straight-line method. Accumulated amortization at December 31, 1996
was $16,116.

F-36
<PAGE> 89

MORRIS COUNTY DIRECT MAIL SERVICES, INC. AND RELATED COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

(3) PROPERTY AND EQUIPMENT

Property and equipment consist of the following at December 31:

<TABLE>
<CAPTION>
ESTIMATED
USEFUL
LIVES
1995 1996 (YEARS)
---------- ---------- ---------
<S> <C> <C> <C>
Transportation equipment......................... $ 367,351 $ 401,093 5-7
Machinery and equipment.......................... 1,836,615 2,306,921 5-10
Equipment under capital lease.................... 1,132,949 1,132,949 5-10
Leasehold improvements........................... 634,905 --
---------- ----------
3,971,820 3,840,963
Less -- Accumulated depreciation and 2,104,012 2,336,805
amortization...................................
---------- ----------
Property and equipment, net...................... $1,867,808 $1,504,158
========== ==========
</TABLE>

Leased equipment under capital leases (included above) consists of the
following as of December 31:

<TABLE>
<CAPTION>
1995 1996
---------- ----------
<S> <C> <C>
Equipment................................................... $1,132,949 $1,132,949
Less -- Accumulated amortization............................ 542,269 663,443
---------- ----------
$ 590,680 $ 469,506
========== ==========
</TABLE>

Depreciation and amortization expense on property and equipment charged to
operations for the years ended December 31, 1994, 1995 and 1996 was $334,690,
$392,397 and $587,727, respectively.

Gross leasehold improvements of $735,233 and accumulated depreciation of
$238,357 were written off in 1996. The loss of $496,876 is included in cost of
revenues.

At December 31, 1996 minimum annual payments under capital lease including
interest are as follows:

<TABLE>
<S> <C>
1997..................................................................... $22,598
1998..................................................................... 14,009
1999..................................................................... 3,609
-------
Total minimum payments......................................... 40,216
Less -- Amounts representing interest.................................... 3,282
-------
Net minimum payments........................................... 36,934
Less -- Current portion of capital lease obligations..................... 21,098
-------
Long-term portion of capital lease obligations................. $15,836
=======
</TABLE>

The interest rate on the capitalized lease is 5.5% and is imputed based on
the fair market value of the equipment at the inception of the lease.

(4) SHORT-TERM BORROWINGS

The Company has a $200,000 line of credit with a bank for the purchase of
equipment with interest at the prime rate (8 1/4% at December 31, 1996) plus
.75%. The Company also has a $225,000 working capital line of credit with
interest at prime plus .25%. At December 31, 1996, $160,000 was outstanding
under the equipment line.

F-37
<PAGE> 90

MORRIS COUNTY DIRECT MAIL SERVICES, INC. AND RELATED COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

(5) LONG-TERM DEBT

Long-term debt consists of the following at December 31:

<TABLE>
<CAPTION>
1995 1996
-------- ----------
<S> <C> <C>
Various notes payable to a financial institution with monthly
installments totaling $49,251 plus interest between 7.90% and the
prime rate (8.25%) plus .75%, secured by equipment, maturing
between January 1996 and May 2001.................................. $571,621 $1,058,077
Various notes payable to third parties in monthly installments of
$11,145 plus interest between 10.90% and 15% maturing between June
1997 and June 2003................................................. -- 336,278
-------- ----------
571,621 1,394,355
Less -- Current maturities........................................... 227,935 460,709
-------- ----------
$343,686 $ 933,646
======== ==========
</TABLE>

At December 31, 1996 the aggregate amounts of annual principal maturities
of long-term obligations (excluding capital lease obligations) are as follows:

<TABLE>
<S> <C>
1997................................................................. $ 460,709
1998................................................................. 420,894
1999................................................................. 194,764
2000................................................................. 141,954
2001................................................................. 85,009
Thereafter........................................................... 91,025
----------
Total...................................................... $1,394,355
==========
</TABLE>

(6) COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company leases office premises, warehouse space and a portion of its
machinery and equipment under operating leases expiring at varying dates through
2004. Its offices are leased from an entity where the controlling interest is
held by the Company's president ("related party lease") (see Note 7).

At December 31, 1996 the minimum annual rental commitment of the Company
under existing agreements (including related party lease) is as follows:

<TABLE>
<S> <C>
1997................................................................. $ 708,966
1998................................................................. 589,630
1999................................................................. 500,424
2000................................................................. 376,000
2001................................................................. 144,000
Thereafter........................................................... 240,000
----------
Total minimum payments..................................... $2,559,020
==========
</TABLE>

Rent expense (including lease escalations) charged to operations for the
years ended December 31, 1994, 1995 and 1996 was $783,326, $668,154 and
$852,570, respectively.

F-38
<PAGE> 91

MORRIS COUNTY DIRECT MAIL SERVICES, INC. AND RELATED COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Litigation

Guarantees

The Company has guaranteed several loans made by various financial
institutions to related parties which are majority owned by its president. The
total amount outstanding on these guaranteed loans at December 31, 1996 was
$4,969,794.

(7) RELATED PARTY TRANSACTIONS

Leased Office Space

The Company leases certain office space from entities in which the
controlling interest is held by its president. The minimum future annual rental
payments to related parties are as follows:

<TABLE>
<S> <C>
1997................................................................. $ 667,000
1998................................................................. 564,917
1999................................................................. 492,000
2000................................................................. 376,000
2001................................................................. 144,000
Thereafter........................................................... 240,000
----------
$2,483,917
==========
</TABLE>

Related party rent expense for the years ended December 31, 1994, 1995 and
1996 was $760,468, $639,768 and $777,112, respectively.

Notes Receivable

The Company has a note receivable from Regal's former owner as a result of
FCP's acquisition of Regal during 1996 (Note 2). The note bears interest at 5%
and will be repaid over three years, expiring May 17, 1999 through services
provided to FCP by the former owner.

Notes Payable

Three stockholders of the Company have loaned certain amounts to the
Company. The notes are due on demand and bear interest at 6.5%. Interest expense
on such notes for the years ended December 31, 1994, 1995 and 1996 was $60,746,
$49,303 and $41,016, respectively.

(8) EMPLOYEE BENEFIT PLAN

The Company maintains a 401(k) deferred compensation plan. The plan
provides for the Company to make a discretionary basic contribution determined
as a percentage of eligible employees' salaries and a discretionary matching
contribution determined as a percentage of employees' contributions.
Contributions of $24,555, $25,553 and $10,317 were made by the Company in 1994,
1995 and 1996, respectively.

F-39
<PAGE> 92

MORRIS COUNTY DIRECT MAIL SERVICES, INC. AND RELATED COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

(9) MAJOR CUSTOMERS

The Company has one customer which accounted for 14%, 11% and 10% of
revenues for the years ended December 31, 1994, 1995 and 1996, respectively.
Amounts receivable from this customer at December 31, 1995 and 1996 were $52,088
and $151,507, respectively.

(10) EVENTS SUBSEQUENT TO DATE OF REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
(UNAUDITED)

In February 1997, the Company and its stockholders entered into a
definitive agreement with Vestcom providing for the Acquisition of the Company
by Vestcom.

Prior to the closing of the Acquisition, the Company will make
distributions in respect of the Company's estimated S Corporation accumulated
adjustment account at the time of closing.

F-40
<PAGE> 93

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of
Lirpaco Inc. and subsidiary:

We have audited the accompanying consolidated balance sheets of Lirpaco
Inc. (a Canadian Corporation) and subsidiary as of July 31, 1995 and 1996 and
December 31, 1996, and the related consolidated statements of income,
stockholders' equity, and cash flows for the years ended July 31, 1995 and 1996
and the five-month period ended December 31, 1996. 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.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Lirpaco Inc. as of July 31,
1995 and 1996 and December 31, 1996 and the results of its operations and its
cash flows for the years ended July 31, 1995 and 1996 and the five-month period
ended December 31, 1996 in conformity with generally accepted accounting
principles.

ARTHUR ANDERSEN LLP

Roseland, New Jersey
February 17, 1997

F-41
<PAGE> 94

LIRPACO INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

AS OF JULY 31, 1995 AND 1996, AND DECEMBER 31, 1996

<TABLE>
<CAPTION>
JULY 31
----------------------- DECEMBER 31,
1995 1996 1996
---------- ---------- ------------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents............................... $ -- $ 86,226 $ 88,198
Accounts receivable, net of allowance for doubtful
accounts of $4,080, $35,015 and $35,132,
respectively......................................... 1,032,467 729,505 743,380
Due from related party.................................. -- 42,963 19,474
Supplies inventory...................................... 141,936 130,412 129,439
Prepaid expenses and other current assets............... 83,600 75,788 73,076
---------- ---------- ----------
Total current assets............................ 1,258,003 1,064,894 1,053,567
PROPERTY AND EQUIPMENT, net of accumulated depreciation
and amortization........................................ 438,698 443,944 661,901
DEFERRED CHARGES.......................................... 10,379 3,030 --
---------- ---------- ----------
Total assets.................................... $1,707,080 $1,511,868 $1,715,468
========== ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt....................... $ 42,045 $ 21,495 $ 51,752
Accounts payable and accrued liabilities................ 1,343,964 824,396 675,274
Income taxes payable.................................... 40,562 10,075 36,299
---------- ---------- ----------
Total current liabilities....................... 1,426,571 855,966 763,325
LONG-TERM DEBT............................................ 7,693 -- 245,166
DEFERRED INCOME TAXES..................................... -- 38,620 26,474
---------- ---------- ----------
Total liabilities............................... 1,434,264 894,586 1,034,965
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Class A common shares, voting, no par value, unlimited
amount authorized, 100 issues and outstanding........ 102 102 102
Class B common shares, nonvoting, no par value,
unlimited amount authorized, no shares issued and
outstanding.......................................... -- -- --
Class C preferred shares, noncumulative, no par value,
nonparticipating, voting, unlimited amount
authorized, no shares issued and outstanding......... -- -- --
Class D preferred shares, noncumulative, no par value,
nonparticipating, nonvoting, unlimited amount
authorized, no shares issued and outstanding......... -- -- --
Class E preferred shares, noncumulative, no par value,
nonparticipating, voting, unlimited amount
authorized, 417,082 shares issued and outstanding.... 102 102 102
Class F preferred shares, noncumulative, no par value
nonparticipating, nonvoting, unlimited amount
authorized, 166,566 shares issued and outstanding.... 170,104 170,104 170,104
Retained earnings....................................... 87,985 424,707 474,943
Cumulative translation adjustments...................... 14,523 22,267 35,252
---------- ---------- ----------
Total stockholders' equity...................... 272,816 617,282 680,503
---------- ---------- ----------
Total liabilities and stockholders' equity...... $1,707,080 $1,511,868 $1,715,468
========== ========== ==========
</TABLE>

The accompanying notes to consolidated financial statements
are an integral part of these balance sheets.

F-42
<PAGE> 95

LIRPACO INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED JULY 31, 1995 AND 1996
AND THE FIVE MONTHS ENDED DECEMBER 31, 1995 (UNAUDITED) AND 1996

<TABLE>
<CAPTION>
YEAR ENDED FIVE MONTHS ENDED
JULY 31 DECEMBER 31
----------------------- -----------------------
1995 1996 1996
---------- ---------- 1995 ----------
----------
(UNAUDITED)
<S> <C> <C> <C> <C>
REVENUES........................................ $3,914,089 $4,987,369 $2,058,250 $1,973,842
COST OF REVENUES................................ 2,657,407 3,220,847 1,370,548 1,331,274
---------- ---------- ---------- ----------
Gross profit.......................... 1,256,682 1,766,522 687,702 642,568
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.... 1,088,835 1,325,318 534,769 536,019
---------- ---------- ---------- ----------
Income from operations................ 167,847 441,204 152,933 106,549
OTHER EXPENSES:
Interest expense.............................. 47,496 27,516 13,444 4,126
Loss on sale of asset......................... -- -- -- 26,693
---------- ---------- ---------- ----------
Income before provision for income
taxes............................... 120,351 413,688 139,489 75,730
PROVISION FOR INCOME TAXES...................... 22,710 76,966 28,985 25,494
---------- ---------- ---------- ----------
Net income............................ $ 97,641 $ 336,722 $ 110,504 $ 50,236
========== ========== ========== ==========
</TABLE>

The accompanying notes to consolidated financial statements
are an integral part of these statements.

F-43
<PAGE> 96

LIRPACO INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED JULY 31, 1995 AND 1996
AND THE FIVE MONTHS ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
(ACCUMULATED
PREFERRED STOCK COMMON STOCK DEFICIT) CUMULATIVE
------------------ ---------------- RETAINED TRANSLATION
SHARES AMOUNT SHARES AMOUNT EARNINGS ADJUSTMENTS TOTAL
------- -------- ------- ------ ------------ ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, August 1, 1994............. 583,648 $170,206 100 $102 $ (9,656) $12,276 $172,928
Net income........................ -- -- -- -- 97,641 -- 97,641
Translation adjustment............ -- -- -- -- -- 2,247 2,247
------- -------- --- ---- -------- ------- --------
BALANCE, July 31, 1995.............. 583,648 170,206 100 102 87,985 14,523 272,816
------- -------- --- ---- -------- ------- --------
Net income........................ -- -- -- -- 336,722 -- 336,722
Translation adjustment............ -- -- -- -- -- 7,744 7,744
------- -------- --- ---- -------- ------- --------
BALANCE, July 31, 1996.............. 583,648 170,206 100 102 424,707 22,267 617,282
Net income........................ -- -- -- 50,236 -- 50,236
Translation adjustment............ -- -- -- -- -- 12,985 12,985
------- -------- --- ---- -------- ------- --------
BALANCE, December 31, 1996.......... 583,648 $170,206 100 $102 $474,943 $35,252 $680,503
======= ======== === ==== ======== ======= ========
</TABLE>

The accompanying notes to consolidated financial statements
are an integral part of these statements.

F-44
<PAGE> 97

LIRPACO INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JULY 31, 1995 AND 1996
AND THE FIVE MONTHS ENDED DECEMBER 31, 1995 (UNAUDITED) AND 1996

<TABLE>
<CAPTION>
YEAR ENDED FIVE MONTHS ENDED
JULY 31 DECEMBER 31
--------------------- -----------------------
1995 1996 1996
--------- --------- 1995 ---------
-----------
(UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income............................................... $ 97,641 $ 336,722 $ 110,504 $ 50,236
Adjustments to reconcile net income to net cash provided
by operating activities --
Depreciation and amortization......................... 118,767 113,074 49,796 59,516
Provision for doubtful accounts....................... -- 35,382 -- --
(Gain) loss on disposal of fixed assets............... (2,429) -- -- 26,693
Deferred income tax provision......................... 11,570 59,449 20,158 (12,146)
Changes in operating assets (increase) decrease in --
Accounts receivable................................. (340,924) 267,580 76,839 (13,875)
Supplies inventory.................................. (29,640) 11,524 (34,284) 973
Prepaid expenses and other current assets........... (49,959) (4,540) (135,332) (6,021)
Deferred charges.................................... 7,332 7,349 3,050 3,030
Changes in operating liabilities increase (decrease)
in --
Accounts payable and accrued liabilities............ 293,247 (519,568) (121,426) (149,122)
Income taxes payable................................ 40,562 (30,487) 81,754 26,224
--------- --------- --------- ---------
Net cash provided by (used in) operating
activities..................................... 146,167 276,485 51,059 (14,492)
--------- --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment.................... (114,528) (118,320) (35,740) (304,166)
Proceeds from disposal of fixed assets................... 4,396 -- -- 7,349
--------- --------- --------- ---------
Net cash used in investing activities............ (110,132) (118,320) (35,740) (296,817)
--------- --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term borrowings....................... -- -- -- 291,864
Principal payments on long-term debt..................... (13,616) (28,607) (11,656) (2,072)
Loan to related party.................................... -- (42,963) -- --
Collection of loan to related party...................... -- -- -- 23,489
Payment on loan from related party....................... (22,419) (369) (3,663) --
--------- --------- --------- ---------
Net cash provided by (used in) financing
activities..................................... (36,035) (71,939) (15,319) 313,281
--------- --------- --------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS.................. -- 86,226 -- 1,972
CASH AND CASH EQUIVALENTS, beginning of period............. -- -- -- 86,226
--------- --------- --------- ---------
CASH AND CASH EQUIVALENTS, end of period................... $ -- $ 86,226 $ -- $ 88,198
========= ========= ========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for --
Interest.............................................. $ 47,496 $ 27,231 $ 13,309 $ 4,097
Income taxes.......................................... -- 32,878 -- --
========= ========= ========= =========
</TABLE>

The accompanying notes to consolidated financial statements
are an integral part of these statements.

F-45
<PAGE> 98

LIRPACO INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) NATURE OF BUSINESS

Lirpaco Inc. (the "Company"), a Canadian corporation, is a holding company
with one subsidiary, COS INFORMATION INC., a Quebec Corporation. The Company's
primary businesses are (i) the production and distribution of computer-generated
labels, (ii) the production and distribution of documents on paper, microfiche,
microfilm and compact disc, (iii) demand publishing, (iv) mailing services and
(v) forms management. Its customer base is mainly comprised of businesses in and
around Montreal, Canada.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements have been prepared from records maintained in
Canada. The Company's financial statements are presented in accordance with the
generally accepted accounting principles of the United States of America. All
significant intercompany transactions have been eliminated in consolidation.

Foreign Currency

In accordance with Statement of Financial Accounting Standards ("SFAS") No.
52, "Foreign Currency Translation," income statement accounts are translated at
the average exchange rates in effect during the period, while assets and
liabilities are translated at the rates of exchange at the balance sheet date.
The resulting balance sheet translation adjustments are $2,247, $7,744 and
$12,985 for the years ended July 31, 1995 and 1996 and the five months ended
December 31, 1996, respectively.

Use of Estimates

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 at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting periods. Actual results could differ from those
estimates.

Revenue Recognition

Cash and Cash Equivalents

Cash and cash equivalents include money market accounts and all highly
liquid debt instruments purchased with original maturities of three months or
less.

Supplies Inventory

F-46
<PAGE> 99

LIRPACO INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Property and Equipment

Property and equipment are recorded at cost. Depreciation is computed
principally using an accelerated method over the estimated useful lives of the
assets. Leasehold improvements are capitalized and amortized over the shorter of
the estimated useful lives of the assets or the terms of the related leases.

Income Taxes

Income taxes are provided based on earnings reported for financial
statement purposes. The provision for income taxes differs from the amounts
currently payable because of timing differences in the recognition of certain
income and expense items for financial reporting and tax purposes. In accordance
with SFAS No. 109, the Company accounts for income taxes using an asset and
liability method. The asset and liability method requires the recognition of
deferred tax liabilities and assets for the expected future tax consequences of
temporary differences between tax bases and financial reporting bases of assets
and liabilities, measured using the enacted tax rates and laws that will be in
effect when the differences are expected to reverse.

New Accounting Pronouncement

Effective January 1, 1995, the Company adopted SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of." Accordingly, in the event that facts and circumstances indicate that
property and equipment, and intangible or other assets, may be impaired, an
evaluation of recoverability would be performed. If an evaluation is required,
the estimated future undiscounted cash flows associated with the assets is
compared to the asset's carrying amount to determine if a write-down to market
value or discounted cash flow value was necessary. Adoption of this standard did
not have a material effect on the financial position or results of operations of
the Company.

Concentration of Credit Risk

Financial instruments that potentially expose the Company to concentration
of credit risk, as defined by SFAS No. 105, "Disclosure of Information about
Financial Instruments with Off-Balance-Sheet Risk and Financial Instruments with
Concentrations of Credit Risks" consist primarily of trade accounts receivable.
The Company's customers are concentrated in eastern Canada. The Company
establishes an allowance for doubtful accounts based upon factors surrounding
the credit risk of specific customers, historical trends, and other information.

F-47
<PAGE> 100

LIRPACO INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(3) PROPERTY AND EQUIPMENT

Property and equipment consist of the following at July 31, 1995 and 1996
and December 31, 1996:

<TABLE>
<CAPTION>
JULY 31 ESTIMATED
--------------------------- DECEMBER 31, USEFUL
1995 1996 1996 LIVES (YEARS)
----------- ----------- ------------ -------------
<S> <C> <C> <C> <C>
Machinery and equipment....... $ 1,926,410 $ 1,905,968 $ 1,522,185 10
Furniture and fixtures........ 117,499 130,074 148,566 10
Leasehold improvements........ 124,305 126,269 258,794 7
Computer hardware............. 221,281 284,840 300,282 6
Computer software............. 15,008 26,955 27,292 5
----------- ----------- -----------
2,404,503 2,474,106 2,257,119
Less -- Accumulated
depreciation and
amortization................ (1,965,805) (2,030,162) (1,595,218)
----------- ----------- -----------
Property and equipment, net... $ 438,698 $ 443,944 $ 661,901
=========== =========== ===========
</TABLE>

Leased equipment under capital leases (included above) consists of the
following at July 31, 1995 and 1996 and December 31, 1996.

<TABLE>
<CAPTION>
JULY 31
-------------------- DECEMBER 31,
1995 1996 1996
------- -------- ------------
<S> <C> <C> <C>
Equipment......................................... $32,199 $ 47,430 $ 47,430
Less -- Accumulated amortization.................. (8,413) (13,795) (17,574)
------- -------- --------
$23,786 $ 33,635 $ 29,856
======= ======== ========
</TABLE>

Depreciation and amortization expense on property and equipment charged to
operations for the years ended July 31, 1995 and 1996 and the five-month periods
ended December 31, 1995 (unaudited) and 1996 was $118,767, $113,074, $49,796 and
$59,516, respectively.

(4) ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consists of the following at July 31,
1995 and 1996 and December 31, 1996:

<TABLE>
<CAPTION>
JULY 31
----------------------- DECEMBER 31,
1995 1996 1996
---------- -------- ------------
<S> <C> <C> <C>
Accounts payable................................ $ 860,995 $372,399 $420,115
Wages payable................................... 217,247 314,209 156,881
Sales taxes payable............................. 52,908 108,967 91,435
Customer advances............................... 118,443 600 6,843
Other........................................... 94,371 28,221 --
---------- -------- --------
$1,343,964 $824,396 $675,274
========== ======== ========
</TABLE>

F-48
<PAGE> 101

LIRPACO INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(5) LONG-TERM DEBT

Long-term debt consists of the following at July 31, 1995 and 1996 and
December 31, 1996:

<TABLE>
<CAPTION>
JULY 31
------------------- DECEMBER 31,
1995 1996 1996
------- ------- ------------
<S> <C> <C> <C>
Various noninterest bearing equipment loans payable to
various companies for capital leases. Principal amounts
are payable in aggregate monthly installments of $2,225;
collateralized by specific equipment, maturing November
1996 through June 1997. ................................. $19,059 $19,423 $ 5,054
Equipment loan payable to a financial institution. Final
payment was made in September 1996. ..................... 30,679 2,072 --
Leasehold improvement loan payable to a financial
institution, bearing interest at 1/2% over the Daily
Floating Base interest rate (8 1/2% at December 31,
1996). The principal is payable in escalating monthly
installments of $2,554 to $5,472; collateralized by the
assets of the Company. The final payment is due in
December 2001. .......................................... -- -- 291,864
------- ------- --------
49,738 21,495 296,918
Less -- Current maturities................................. 42,045 21,495 51,752
------- ------- --------
$ 7,693 $ -- $245,166
======= ======= ========
</TABLE>

At December 31, 1996 the aggregate amounts of annual principal maturities
of long-term debt (including capital leases) are as follows:

F-49
<PAGE> 102

LIRPACO INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(6) INCOME TAXES

The provision (benefit) for income taxes consists of the following:

<TABLE>
<CAPTION>
YEAR ENDED FIVE MONTHS ENDED
JULY 31 DECEMBER 31
------------------- ------------------------
1995 1996 1996
------- ------- 1995 --------
-----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Current tax expense
Federal................................ $ 67 $ 3,847 $ -- $ 27,077
Provincial............................. 11,073 13,670 8,827 10,563
------- ------- ------- -------
Total current.................. 11,140 17,517 8,827 37,640
------- ------- ------- -------
Deferred tax expense
Federal................................ 15,273 57,931 19,570 (8,533)
Provincial............................. (3,703) 1,518 588 (3,613)
------- ------- ------- -------
Total deferred................. 11,570 59,449 20,158 (12,146)
------- ------- ------- -------
Total provision................ $22,710 $76,966 $28,985 $ 25,494
======= ======= ======= =======
</TABLE>

The Canadian statutory tax rate is 18.87% on the first $147,000 of taxable
revenue. The Company pays taxes on its taxable income at this rate except as
modified for certain permanent differences.

(7) COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company leases office premises, warehouse space and a portion of its
machinery and equipment under operating leases expiring at varying dates through
2001.

At December 31, 1996 the minimum annual rental commitment of the Company
under existing agreements are as follows:

<TABLE>
<S> <C>
1997.............................................. $405,260
1998.............................................. 298,559
1999.............................................. 138,079
2000.............................................. 65,597
2001.............................................. 50,267
--------
Total minimum payments.................. $957,762
========
</TABLE>

Rent expense including lease escalations charged to operations for the
years ended July 31, 1995 and 1996 and the five months ended December 31, 1995
(unaudited) and 1996 was $41,827, $41,135, $22,637 and $17,267, respectively.

Litigation

F-50
<PAGE> 103

LIRPACO INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(8) RELATED PARTY TRANSACTIONS

A stockholder had noninterest bearing loans outstanding to the Company in
the amounts of $0, $42,963 and $19,474 at July 31, 1995 and 1996, and December
31, 1996, respectively, included in due from related party in the accompanying
balance sheets. The loans were repaid in January 1997.

(9) EMPLOYEE BENEFIT PLAN

The Company maintains a profit sharing plan for all employees. The Plan
provides for the Company to contribute 30% of pretax income, net of certain
adjustments. Contributions to this plan for the years ended July 31, 1995 and
1996 and the five months ended December 31, 1995 (unaudited) and 1996 were
$88,605, $179,777, $62,349 and $38,365, respectively.

(10) MAJOR CUSTOMERS

The Company has one customer which accounted for 15.1% and 12.9% of sales
for the year ended July 31, 1996 and the five months ended December 31, 1996,
respectively, and another customer which represented 10.9% and 10.6% of sales
for the year ended July 31, 1996 and the five months ended December 31, 1996,
respectively.

(11) EVENTS SUBSEQUENT TO DATE OF REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
(UNAUDITED)

In March 1997, the Company and its stockholders entered into a definitive
agreement with Vestcom providing for the Acquisition of the Company by Vestcom.

F-51
<PAGE> 104

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of
Computer Output Systems, Inc.:

We have audited the accompanying balance sheets of Computer Output Systems,
Inc. (a Connecticut corporation) as of December 31, 1995 and 1996, and the
related statements of income, stockholders' equity, and cash flows for the years
ended December 31, 1994, 1995 and 1996. 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.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Computer Output Systems,
Inc. as of December 31, 1995 and 1996 and the results of its operations and its
cash flows for the years ended December 31, 1994, 1995 and 1996 in conformity
with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Roseland, New Jersey
January 24, 1997

F-52
<PAGE> 105

COMPUTER OUTPUT SYSTEMS, INC.

BALANCE SHEETS
AS OF DECEMBER 31, 1995 AND 1996

<TABLE>
<CAPTION>
1995 1996
---------- ----------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents.......................................... $ 95,468 $ --
Accounts receivable, net of allowance for doubtful accounts of
$7,500 and $5,000 in 1995 and 1996, respectively................ 721,721 964,035
Supplies inventory................................................. 35,191 176,211
Prepaid postage.................................................... 90,757 139,458
Prepaid expenses and other current assets.......................... 9,019 25,642
---------- ----------
Total current assets....................................... 952,156 1,305,346
PROPERTY AND EQUIPMENT, net of accumulated depreciation and
amortization....................................................... 459,723 472,003
OTHER ASSETS......................................................... 23,906 36,240
---------- ----------
Total assets............................................... $1,435,785 $1,813,589
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt.................................. $ 60,000 $ 150,000
Current portion of capital lease obligations....................... 108,235 94,584
Accounts payable................................................... 354,215 566,064
Accrued expenses................................................... 63,870 88,720
Advanced postage................................................... 273,710 249,605
---------- ----------
Total current liabilities.................................. 860,030 1,148,973
LONG-TERM DEBT....................................................... 207,358 --
CAPITAL LEASE OBLIGATIONS............................................ 227,249 130,072
---------- ----------
Total liabilities.......................................... 1,294,637 1,279,045
---------- ----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $.10 par value; 10,000 shares authorized, 100 shares
issued and outstanding.......................................... 10 10
Additional paid-in capital......................................... 732,470 732,470
Retained earnings.................................................. (591,332) (197,936)
---------- ----------
Total stockholders' equity................................. 141,148 534,544
---------- ----------
Total liabilities and stockholders' equity................. $1,435,785 $1,813,589
========== ==========
</TABLE>

The accompanying notes to financial statements
are an integral part of these balance sheets.

F-53
<PAGE> 106

COMPUTER OUTPUT SYSTEMS, INC.

STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996

<TABLE>
<CAPTION>
1994 1995 1996
---------- ---------- ----------
<S> <C> <C> <C>
REVENUES............................................... $2,192,400 $3,542,048 $4,854,633
COST OF REVENUES....................................... 1,459,472 2,446,078 3,131,997
---------- ---------- ----------
Gross profit................................. 732,928 1,095,970 1,722,636
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES............................................. 681,638 979,211 1,195,057
---------- ---------- ----------
Income from operations....................... 51,290 116,759 527,579
---------- ---------- ----------
OTHER EXPENSE:
Interest expense..................................... 34,883 49,482 38,794
Other expense........................................ 15,540 -- --
---------- ---------- ----------
50,423 49,482 38,794
---------- ---------- ----------
Income before provision for income taxes..... 867 67,277 488,785
---------- ---------- ----------
PROVISION FOR INCOME TAXES............................. 250 7,365 51,353
---------- ---------- ----------
Net income................................... $ 617 $ 59,912 $ 437,432
========== ========== ==========
</TABLE>

The accompanying notes to financial statements
are an integral part of these statements.

F-54
<PAGE> 107

COMPUTER OUTPUT SYSTEMS, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL TOTAL
--------------- PAID-IN RETAINED STOCKHOLDERS'
SHARES AMOUNT CAPITAL EARNINGS EQUITY
------ ------ ---------- --------- -------------
<S> <C> <C> <C> <C> <C>
BALANCE AT JANUARY 1, 1994 (Note 1)........... 100 $ 10 $ 732,470 $(635,719) $ 96,761
Net income.................................. -- -- -- 617 617
--- --- ------- -------- --------
BALANCE AT DECEMBER 31, 1994.................. 100 10 732,470 (635,102) 97,378
Net income.................................. -- -- -- 59,912 59,912
Distributions to stockholders............... -- -- -- (16,142) (16,142)
--- --- ------- -------- --------
BALANCE AT DECEMBER 31, 1995.................. 100 10 732,470 (591,332) 141,148
Net income.................................. -- -- -- 437,432 437,432
Distributions to stockholders............... -- -- -- (44,036) (44,036)
--- --- ------- -------- --------
BALANCE AT DECEMBER 31, 1996.................. 100 $ 10 $ 732,470 $(197,936) $ 534,544
=== === ======= ======== ========
</TABLE>

The accompanying notes to financial statements
are an integral part of these statements.

F-55
<PAGE> 108

COMPUTER OUTPUT SYSTEMS, INC.

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996

<TABLE>
<CAPTION>
1994 1995 1996
--------- --------- ---------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income............................................ $ 617 $ 59,912 $ 437,783
Adjustments to reconcile net income to net cash
provided by (used in) operating activities --
Depreciation and amortization...................... 86,342 105,145 132,812
Provision for doubtful accounts.................... 5,000 14,373 --
Loss on abandonment of leasehold improvements...... 9,358 -- --
Changes in operating assets (increase) decrease
in --
Accounts receivable.............................. (105,123) (333,798) (242,314)
Supplies inventory............................... (27,350) (7,841) (141,020)
Prepaid postage.................................. (34,549) (49,588) (48,701)
Prepaid expenses and other assets................ 740 (9,075) (28,956)
Changes in operating liabilities increase
(decrease) in --
Accounts payable................................. (23,017) 153,470 211,849
Accrued expenses................................. 12,345 38,851 24,850
Advanced postage................................. (66,212) 166,245 (24,105)
--------- --------- ---------
Net cash provided by (used in) operating
activities.................................. (141,849) 137,694 322,198
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES --
Acquisition of property and equipment................. (59,220) (33,927) (145,444)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net short-term borrowings............................. -- 200,000 (50,000)
Principal payments on capital lease obligations....... (63,555) (99,040) (110,828)
Proceeds from loans from affiliated company........... 430,029 -- --
Repayment of loans from affiliated company............ (185,080) (73,442) (67,358)
Proceeds from (payments on) stockholder loans......... 30,000 (30,000) --
Distributions to stockholders......................... -- (16,142) (44,036)
--------- --------- ---------
Net cash provided by (used in) financing
activities.................................. 211,394 (18,624) (272,222)
--------- --------- ---------
Net (decrease) increase in cash and cash
equivalents................................. 10,325 85,143 (95,468)
CASH AND CASH EQUIVALENTS, beginning of year............ -- 10,325 95,468
--------- --------- ---------
CASH AND CASH EQUIVALENTS, end of year.................. $ 10,325 $ 95,468 $ --
========= ========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for --
Interest........................................... $ 38,871 $ 44,797 $ 38,329
State income tax................................... 250 250 19,004
========= ========= =========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES:
Capital lease obligations incurred.................... $(330,089) $(143,700) $ --
========= ========= =========
</TABLE>

The accompanying notes to financial statements
are an integral part of these statements.

F-56
<PAGE> 109

COMPUTER OUTPUT SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS

(1) NATURE OF BUSINESS

The Company was formed pursuant to a "Corporate Reorganization Agreement"
dated December 28, 1994, whereby Computer Output Systems, Inc. (an existing
Connecticut S Corporation) transferred and assigned the assets and liabilities
of its computer printing business to Hall-Cicchese Acquisition Corporation
(hereinafter referred to as "Acquisition Corp."). Computer Output Systems, Inc.
simultaneously surrendered its use of the corporate name "Computer Output
Systems, Inc.," thereby permitting Acquisition Corp. to adopt the use of the
corporate name "Computer Output Systems, Inc." (hereinafter referred to as the
"Company"). The effective date of this agreement, as agreed upon by the parties,
was January 1, 1994. The corporate reorganization essentially represented an
exchange of shares between entities under common control. Accordingly, the
assets and liabilities so transferred were accounted for at historical cost.

The Company's primary businesses are (i) the production and distribution of
documents on paper, (ii) computer center document outsourcing services, (iii)
marketing materials fulfillment, (iv) mailing services and (v) forms management.

The Company and its shareholders intend to enter into a definitive
agreement with Vestcom International, Inc. ("Vestcom"), pursuant to which all
outstanding shares of the Company's common stock will be exchanged for cash and
shares of Vestcom's common stock (the "Acquisition") concurrent with the
consummation of the initial public offering (the "Offering") of the common stock
of Vestcom.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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 at the
date of the financial statements and reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments purchased with
original maturities of three months or less.

Supplies Inventory

Supplies inventory consists primarily of paper and toner. Supplies are
valued at cost, which approximates market, with cost determined using the
first-in, first-out method.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is computed using
straight-line and accelerated methods over the estimated useful lives of the
assets. Leasehold improvements and assets subject to capital lease are
capitalized and amortized over the lesser of the estimated useful life or the
remaining life of the building lease agreement. The Company accounts for fixed
asset additions under the half-year convention guidelines.

F-57
<PAGE> 110

COMPUTER OUTPUT SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Expenditures for repairs and maintenance are charged to expense when
incurred. Expenditures for major renewals and betterments, which extend the
useful lives of existing equipment, are capitalized and depreciated. Upon
retirement or disposition of equipment and leaseholds, the cost and related
accumulated depreciation are removed from the accounts and any resulting gain or
loss is recognized in the statements of operations.

Income Taxes

The Company has elected to be taxed under the provisions of Subchapter S of
the Internal Revenue Code. Under those provisions, the Company does not pay
Federal corporation income taxes on its taxable income. Instead, the
stockholders are liable for individual federal income taxes on their respective
shares of the Company's taxable income. Accordingly, no provision for Federal
corporate income taxes has been made in the accompanying financial statements.

New Accounting Pronouncement

Effective January 1, 1995, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." Accordingly, in
the event that facts and circumstances indicate that property and equipment, and
intangible or other assets, may be impaired, an evaluation of recoverability
would be performed. If an evaluation is required, the estimated future
undiscounted cash flows associated with the assets is compared to the asset's
carrying amount to determine if a write-down to market value or discounted cash
flow value is necessary. Adoption of this standard did not have a material
effect on the financial position or results of operations of the Company.

Concentration of Credit Risk

Financial instruments that potentially expose the Company to concentration
of credit risk, as defined by SFAS No. 105, "Disclosure of Information about
Financial Instruments with Off-Balance Sheet Risk and Financial Instruments with
Concentrations of Credit Risk," consist primarily of trade accounts receivable.
The Company's customers are concentrated in the northeast United States. The
Company establishes an allowance for doubtful accounts based upon factors
surrounding the credit risk of specific customers, historical trends, and other
information.

(3) PROPERTY AND EQUIPMENT

The following is a summary of property and equipment at December 31:

<TABLE>
<CAPTION>
ESTIMATED
USEFUL
LIVES
1995 1996 (YEARS)
--------- --------- ---------
<S> <C> <C> <C>
Furniture and fixtures............................ $ 37,622 $ 37,622 7
Computers and equipment........................... 680,805 641,132 5
Leasehold improvements............................ 25,492 96,045 10
--------- ---------
743,919 774,799
Less -- Accumulated depreciation and
amortization.................................... (284,196) (302,796)
--------- ---------
Property and equipment, net............. $ 459,723 $ 472,003
========= =========
</TABLE>

F-58
<PAGE> 111

COMPUTER OUTPUT SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Leased equipment under capital leases (included above) consists of the
following at December 31:

<TABLE>
<CAPTION>
1995 1996
--------- ---------
<S> <C> <C>
Computers and equipment...................................... $ 500,289 $ 428,789
Less -- Accumulated depreciation............................. (130,835) (185,656)
--------- ---------
$ 369,454 $ 243,133
========= =========
</TABLE>

Depreciation and amortization expense was $86,342, $105,145 and $132,812
for the years ended December 31, 1994, 1995 and 1996, respectively.

At December 31, 1996 minimum annual payments under capital leases including
interest are as follows:

<TABLE>
<S> <C>
1997.............................................................. $105,473
1998.............................................................. 97,728
1999.............................................................. 47,747
--------
Total minimum payments.................................. 250,948
Less -- Amounts representing interest............................. (26,292)
--------
Net minimum lease payments.............................. 224,656
Less -- Current portion of capital lease obligations.............. 94,584
--------
Long-term portion of capital lease obligations.......... $130,072
========
</TABLE>

The interest rates on capitalized leases vary from 8% to 13% and are
imputed based on the fair market value of the equipment at the inception of the
lease.

(4) LONG-TERM DEBT

<TABLE>
<CAPTION>
1995 1996
-------- --------
<S> <C> <C>
Long-term debt consists of the following at December 31:
$300,000 line of credit with a financial institution. Secured by
substantially all of the assets of the Company. Interest is
payable monthly at prime (8 1/4% at December 31, 1996) plus 1%.
All outstanding balances due on December 19, 1997................. $200,000 $150,000
Unsecured loan from an affiliated company bearing interest at 10.25%,
payable in monthly principal installments of approximately $7,000.
Loan is subordinated to the line of credit........................ 67,358 --
-------- --------
267,358 150,000
Less -- Current maturities............................................. 60,000 150,000
-------- --------
$207,358 $ --
======== ========
</TABLE>

The line of credit agreement requires the maintenance of certain ratios
related to net worth and working capital. The Company was in compliance with
these covenants at December 31, 1996.

(5) COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company and its affiliate, Halls Magazine Reports, Inc. ("Halls"), a
company of which Daniel Hall, president and stockholder of the Company is the
owner (see Note 6), share their leased office space. The lease expires on July
31, 2004. The Company has the option to extend the term of the lease for a
period of five years

F-59
<PAGE> 112

COMPUTER OUTPUT SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

from the date upon which it would otherwise expire. The rent is fixed for the
term of the lease with scheduled increases on August 1, 1997 and August 1, 2000.
The Company is responsible for its proportionate share of all related occupancy
costs. The Company allocates 13% of this rental obligation to Halls.

The Company also leases equipment and vehicles under noncancellable
operating leases expiring through 1999.

At December 31, 1996 the minimum annual rental commitment of the Company
under existing agreements are as follows:

<TABLE>
<S> <C>
1997..................................................................... $ 409,473
1998..................................................................... 347,536
1999..................................................................... 323,274
2000..................................................................... 223,593
2001..................................................................... 228,843
Thereafter............................................................... 338,400
----------
Total minimum payments......................................... $1,871,119
==========
</TABLE>

Rental expense charged to operations amounted to $136,352, $172,080 and
$280,337 for the years ended December 31, 1994, 1995 and 1996, respectively.

Litigation

Restrictions on Sale of Common Stock

The common stock of the Company is subject to restrictions on sale,
assignment, pledge, transfer or other disposition pursuant to the stockholders'
agreement dated December 28, 1994.

Employment Contracts

The Company entered into ten year employment contracts dated December 28,
1994 with Daniel Hall and Timothy Cicchese. In addition to providing for base
compensation and bonuses based on profitability, the contracts provide for 24
months continuation of base salary and benefits if termination occurs prior to
the end of the contract. See Note 9 for discussion of termination of such
agreements.

(6) RELATED PARTY TRANSACTIONS

Loan from Affiliated Company

At December 31, 1995, the Company owed $67,358 to Halls. The loan was
repaid by the Company by December 31, 1996 through payments of a portion of
Halls' monthly business expenses such as office space, medical and dental
insurance, general insurance and long distance telephone. In addition, the
Company produced Halls' monthly reports to reduce the outstanding loan balance.
Services billed to Halls were $21,516, $19,253 and $21,433 for the years ended
December 31, 1994, 1995 and 1996, respectively. Interest on this loan amounted
to $14,484, $11,225 and $2,102 for the years ended December 31, 1994, 1995 and
1996, respectively.

At December 31, 1996, Halls owed the Company $26,509, which is included in
accounts receivable.

F-60
<PAGE> 113

COMPUTER OUTPUT SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Loans from Stockholders

During the month of December 1994, Daniel Hall, president and stockholder,
and Timothy Cicchese, vice president and stockholder, each loaned the Company
$15,000. These loans were repaid in May 1995 with no interest.

(7) EMPLOYEE BENEFIT PLAN

The Company maintains a 401(k) deferred compensation plan. The plan
provides for the Company to contribute amounts equal to 33% of the contributions
made by employees up to 5% of their total annual salary. Company contributions
to this plan for the years ended December 31, 1994, 1995 and 1996 were $12,876,
$14,773 and $15,238, respectively.

(8) SIGNIFICANT CUSTOMER

During the years ended December 31, 1994, 1995 and 1996 one customer
accounted for $415,000, $1,077,000 and $1,412,000 of the Company's revenues,
respectively. This customer is a service bureau servicing many different
business accounts. The Company provides subcontracting services for over 70
different accounts for this customer. Accounts receivable from this customer as
of December 31, 1995 and 1996 were approximately $172,000 and $166,000,
respectively. Effective October 1, 1996, the Company and this customer entered
into a one year service agreement whereby the Company will provide document
generation and mailing services at prices specified in the agreement. The
Company intends to renew the contract without significant modification of the
original agreement.

(9) EVENTS SUBSEQUENT TO DATE OF REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
(UNAUDITED)

In February 1997, the Company and its stockholders entered into a
definitive agreement with Vestcom providing for the Acquisition of the Company
by Vestcom.

Prior to the closing of the Acquisition, the Company will make
distributions in respect of the Company's estimated S Corporation accumulated
adjustment account at the time of closing.

The employment contracts with Mr. Hall and Mr. Cicchese will be terminated
as part of the Acquisition.

F-61
<PAGE> 114

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------------------------------

To the Shareholders of
Electronic Imaging Services, Inc.:

We have audited the accompanying balance sheet of Electronic Imaging
Services, Inc. (a Delaware Corporation) as of December 31, 1996 and the related
statements of operations, stockholders' deficit and cash flows for the year then
ended. 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 audit.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Electronic Imaging Services,
Inc. as of December 31, 1996, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered recurring losses from operations,
has a working capital deficiency and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

ARTHUR ANDERSEN LLP

Roseland, New Jersey
February 17, 1997

F-62
<PAGE> 115

ELECTRONIC IMAGING SERVICES, INC.

BALANCE SHEET
AS OF DECEMBER 31, 1996

<TABLE>
<S> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents..................................................... $ 45,089
Accounts receivable, net of allowance for doubtful accounts of $37,017........ 826,655
Supplies inventory............................................................ 413,210
Other current assets.......................................................... 112,696
----------
Total current assets.................................................. 1,397,650

PROPERTY AND EQUIPMENT, net of accumulated depreciation and amortization........ 1,526,992

OTHER ASSETS.................................................................... 54,944
----------
Total assets.......................................................... $ 2,979,586
==========

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Short-term borrowings......................................................... $ 662,575
Current portion of long-term debt............................................. 394,393
Current portion of capital lease obligations.................................. 232,863
Accounts payable.............................................................. 1,119,316
Accrued expenses.............................................................. 321,200
----------
Total current liabilities............................................. 2,730,347

LONG-TERM DEBT.................................................................. 198,644

CAPITAL LEASE OBLIGATIONS....................................................... 768,504

DEFERRED INCOME TAXES........................................................... 86,740
PLEDGED STOCK................................................................... 375,000
----------
Total liabilities..................................................... 4,159,235
----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT:
Common stock, $.01 par value; 2,000 shares authorized; 1,261 shares issued;
961 shares outstanding..................................................... 11
Accumulated deficit........................................................... (804,660)
----------
(804,649)
Less -- Treasury stock, 150 shares at cost...................................... (375,000)
----------
Total stockholders' deficit........................................... (1,179,649)
----------
Total liabilities and stockholders' deficit........................... $ 2,979,586
==========
</TABLE>

The accompanying notes to financial statements
are an integral part of this balance sheet.

F-63
<PAGE> 116

ELECTRONIC IMAGING SERVICES, INC.

STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1996

<TABLE>
<S> <C>
REVENUES......................................................................... $7,623,870
COST OF REVENUES................................................................. 6,272,144
----------
Gross profit........................................................... 1,351,726
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES..................................... 1,840,958
----------
Loss from operations................................................... (489,232)
OTHER INCOME (EXPENSE):
Interest expense............................................................... (157,762)
Other income................................................................... 11,789
----------
(145,973)
----------
Net loss............................................................... $ (635,205)
==========
</TABLE>

The accompanying notes to financial statements
are an integral part of this statement.

F-64
<PAGE> 117

ELECTRONIC IMAGING SERVICES, INC.

STATEMENT OF STOCKHOLDERS' DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
RETAINED
COMMON STOCK ADDITIONAL EARNINGS TREASURY STOCK
--------------- PAID-IN (ACCUMULATED ------------------
SHARES AMOUNT CAPITAL DEFICIT) SHARES AMOUNT TOTAL
------ ------ ---------- ------------ ------ --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, January 1, 1996............. 1,261 $ 13 $ 101,987 $ 103,556 -- $ -- $ 205,556
Purchase of treasury stock......... (240) (2) -- -- 240 (600,000) (600,000)
Reissuance of treasury stock....... 90 1 -- -- (90) 225,000 225,000
Pledge of common stock............. (150) (1) (101,987) (273,011) -- -- (375,000)
Net loss........................... -- -- -- (635,205) -- -- (635,205)
----- --- -------- ---------- --- ---------- ----------
BALANCE, December 31, 1996........... 961 $ 11 $ -- $ (804,660) 150 $(375,000) $(1,179,649)
===== === ======== ========== === ========== ==========
</TABLE>

The accompanying notes to financial statements
are an integral part of this statement.

F-65
<PAGE> 118

ELECTRONIC IMAGING SERVICES, INC.

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996

<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss..................................................................... $(635,205)
Adjustments to reconcile net income to net cash provided by operating
activities --
Depreciation and amortization............................................. 297,192
Provision for doubtful accounts........................................... 33,923
Loss on write-down of property and equipment.............................. 21,968
Gain on sale of property.................................................. (15,629)
Changes in operating assets (increase) decrease in --
Accounts receivable..................................................... (132,397)
Supplies inventory...................................................... (137,494)
Other current assets.................................................... 61,755
Changes in operating liabilities increase (decrease) in --
Accounts payable........................................................ 530,454
Accrued expenses........................................................ 217,821
--------
Net cash provided by operating activities............................ 242,388
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment........................................ (194,500)
Proceeds from sale of property and equipment................................. 70,296
--------
Net cash used by investing activities................................ (124,204)
--------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net short-term borrowings.................................................... 469,000
Payments on long-term debt and capital lease obligations..................... (339,993)
Purchase of treasury stock................................................... (225,000)
--------
Net cash used by financing activities................................ (95,993)
--------
Net increase in cash and cash equivalents............................ 22,191
CASH AND CASH EQUIVALENTS, at beginning of year................................ 22,898
--------
CASH AND CASH EQUIVALENTS, at end of year...................................... $ 45,089
========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for --
Interest.................................................................. $ 167,051
Income taxes.............................................................. 30,893
========
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITY:
Capital lease obligations incurred........................................... $ 971,975
Purchase of treasury stock through issuance of notes payable................. 375,000
========
</TABLE>

The accompanying notes to financial statements
are an integral part of these statements.

F-66
<PAGE> 119

ELECTRONIC IMAGING SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS

(1) NATURE OF BUSINESS

Electronic Imaging Services, Inc. ("EIS" or the "Company"), is a Delaware
corporation. The Company's primary businesses are (i) the production and
distribution of computer-generated labels, (ii) the production and distribution
of documents on paper, microfiche, microfilm and compact disc and (iii) forms
management.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has suffered a loss from
operations, has a working capital deficit and has a net capital deficiency that
raises substantial doubt about its ability to continue as a going concern. As
discussed above, the Company intends to enter into the Acquisition with Vestcom.
However, no assurance can be given that the Acquisition will occur. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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 at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting periods. Actual results could differ from those
estimates.

Revenue Recognition

Revenues are recognized when the services are rendered.

Cash and Cash Equivalents

Cash and cash equivalents include money market accounts and all highly
liquid debt instruments purchased with original maturities of three months or
less.

Supplies Inventory

Inventories consist of paper, film and micrographic chemicals. Supplies are
valued at the lower of cost or market. Cost is determined by the first-in,
first-out method.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is calculated by
using the straight-line method over the estimated useful lives of the related
assets.

F-67
<PAGE> 120

ELECTRONIC IMAGING SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Income Taxes

New Accounting Pronouncement

Concentration of Credit Risk

Financial instruments that potentially expose the Company to concentration
of credit risk, as defined by SFAS No. 105, "Disclosure of Information about
Financial Instruments with Off-Balance-Sheet-Risk and Financial Instruments with
Concentrations of Credit Risk," consist primarily of trade accounts receivable.
The Company's customers are concentrated in the southern and eastern United
States. The Company establishes an allowance for doubtful accounts based upon
factors surrounding the credit risk of specific customers, historical trends,
and other information.

(3) PROPERTY AND EQUIPMENT

Property and equipment consists of the following at December 31, 1996:

<TABLE>
<CAPTION>
ESTIMATED
USEFUL
LIVES
(YEARS)
---------
<S> <C> <C>
Furniture and fixtures.......................................... $ 146,458 10
Production equipment............................................ 2,365,483 5-7
Delivery equipment.............................................. 65,998 5
Leasehold improvements.......................................... 39,105 7
----------
2,617,044
Less -- Accumulated depreciation and amortization............... 1,090,052
----------
Property and equipment................................ $1,526,992
==========
</TABLE>

Leased equipment under capital leases (included above) consists of the
following at December 31, 1996:

<TABLE>
<S> <C>
Equipment................................................................ $1,381,584
Less -- Accumulated depreciation......................................... 314,672
----------
$1,066,912
==========
</TABLE>

F-68
<PAGE> 121

ELECTRONIC IMAGING SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Depreciation and amortization expense was $297,192 for the year ended
December 31, 1996. At December 31, 1996 minimum annual payments under capital
leases including interest are as follows:

<TABLE>
<S> <C>
1997..................................................................... $ 317,733
1998..................................................................... 317,733
1999..................................................................... 306,874
2000..................................................................... 192,781
2001..................................................................... 62,708
----------
Total minimum payments......................................... 1,197,829
Less -- Amount representing interest..................................... 196,462
----------
Net minimum lease payments..................................... 1,001,367
Less -- Current portion of capital lease obligation...................... 232,863
----------
Long-term portion of capital lease obligations................. $ 768,504
==========
</TABLE>

The interest rates on capitalized leases vary from 8.6% to 13.3% and are
imputed based on the fair market value of the equipment at the inception of the
lease.

(4) SHORT-TERM BORROWINGS

The Company has a line of credit with a bank that provides for maximum
borrowings of $750,000. Borrowings bear interest at 9.25% per annum, adjusted
periodically with interest payments only required monthly. The borrowings are
secured by accounts receivable, inventory and the personal guarantee of two
stockholders and are due April 30, 1997.

(5) LONG-TERM DEBT

Long-term debt consists of the following at December 31, 1996:

<TABLE>
<S> <C>
Note payable to bank; 80% guaranteed by the U.S. Small Business
Administration; interest at 8%; payable in monthly installments of
$6,083, including interest; secured by fixed assets and the personal
guarantee of two stockholders; due September 1997 or immediately if the
Company is to merge with another company................................ $ 58,695
Notes payable of $375,000 to two stockholders, interest at 7.00% per
annum, due in semiannual installments on January 15 and July 15 of
$112,500 on each note through 1998, secured by Stock Pledge
Agreements.............................................................. 375,000
Notes payable to stockholders, interest at a rate of 10% per annum,
interest only payable monthly, due February 28, 1997.................... 66,000
Notes payable of $113,594 original principal to bank and finance company,
interest ranging from 4.8% to 9.75%, due in monthly installments of
$3,600, including interest; secured by accounts receivable, auto,
inventory and personal guarantees of two stockholders; due January, 1997
to December, 1999....................................................... 64,946
Note payable to supplier, interest at 7.99%, due in monthly installments
of $1,115, including interest, unsecured, due April, 1999............... 28,396
--------
593,037
Less -- Current maturities................................................ 394,393
--------
$198,644
========
</TABLE>

F-69
<PAGE> 122

ELECTRONIC IMAGING SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

At December 31, 1996, the aggregate amounts of annual principal maturities
of long-term obligations (excluding capitals lease obligations) are as follows:

<TABLE>
<S> <C>
1997...................................................................... $394,393
1998...................................................................... 190,753
1999...................................................................... 7,891
2000...................................................................... --
2001...................................................................... --
--------
Total........................................................... $593,037
========
</TABLE>

(6) COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company conducts its operations from facilities that are leased under
noncancellable operating leases expiring through March, 2002. The Company
maintains production equipment, office furniture, equipment and two automobiles
under long-term operating leases expiring through 2001.

Net future minimum rental payments required under operating leases for
facilities and equipment as of December 31, 1996, are as follows:

<TABLE>
<S> <C>
1997..................................................................... $ 874,885
1998..................................................................... 791,802
1999..................................................................... 412,556
2000..................................................................... 276,702
2001 and thereafter...................................................... 311,246
----------
Total minimum payments......................................... $2,667,191
==========
</TABLE>

Rent expense for all leases was $534,555 for the year ended December 31,
1996.

Litigation

(7) EMPLOYEE BENEFIT PLAN

The Company maintains a 401(k) deferred compensation plan. The plan
provides for the Company to make a discretionary matching contribution not to
exceed $1,500 per participant. Contributions to this plan for the year ended
December 31, 1996 were $4,749.

(8) MAJOR CUSTOMERS

The Company had sales to two customers which exceeded 10% of total sales,
one which accounted for 15.7% of total sales and another which accounted for
29.5%. Accounts receivable from these two customers at December 31, 1996 were
$171,213 and $181,881, respectively.

(9) STOCK REPURCHASE AGREEMENTS

The Company repurchased 240 shares of stock from two of the Company's four
stockholders in April 1996. The Company has the option to purchase up to an
additional 334 shares at $2,500 per share. After

F-70
<PAGE> 123

ELECTRONIC IMAGING SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

December 31, 1996, the purchase price increases at a rate of 7% per year through
December 31, 2001. By way of another agreement, an additional 140 shares at
$2,500 per share may be purchased through December 31, 1996 with an increase of
7% per year thereafter through December 31, 2002. In connection with the stock
repurchase and the option to repurchase shares of stock, the Company recorded
compensation expense of $90,000 in 1996.

(10) STOCK PLEDGE AGREEMENTS

The Company entered into two stock pledge agreements with stockholders on
April 24, 1996. One agreement requires the Company to repurchase 30 shares on
January 15 and July 15, 1997 and 1998. The other requires the Company to buy
back 15 shares on January 15 and July 15, 1997. As a result of the potential
Acquisition of the Company, the Stockholders agreed not to require the Company
to repurchase any shares on January 15, 1997. In connection therewith, such
pledged stock has been reclassified outside of stockholders' equity.

See Note 13 for discussion of termination of these agreements.

(11) STOCK BONUS COMPENSATION AGREEMENT

The Company has executed a Stock Bonus Compensation Agreement dated April
24, 1996, for a maximum issuance of 151 shares of the Company's common stock. As
of December 31, 1996, 90 shares had been issued under this agreement. In
connection with this transaction, the Company recorded compensation expense of
$333,200 in 1996.

(12) RELATED PARTY TRANSACTION

During 1996, the Company forgave a $100,000 note receivable from a
stockholder. This resulted in a charge to compensation expense which is included
in selling, general, and administrative expenses.

(13) EVENTS SUBSEQUENT TO DATE OF REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
(UNAUDITED)

In February 1997, the Company and its stockholders entered into a
definitive agreement with Vestcom providing for the Acquisition of the Company
by Vestcom.

The stock repurchase agreements and stock pledge agreements described in
Notes 9 and 10 will be terminated as part of the Acquisition.

F-71
<PAGE> 124

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders of
Image Printing Systems, Inc.:

We have audited the accompanying balance sheets of Image Printing Systems,
Inc. (a Wisconsin corporation) as of December 31, 1995 and 1996, and the related
statements of operations, stockholders' equity and cash flows for the years
ended December 31, 1994, 1995, and 1996. 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.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Image Printing Systems, Inc.
as of December 31, 1995 and 1996, and the results of its operations and its cash
flows for the years ended December 31, 1994, 1995 and 1996 in conformity with
generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Roseland, New Jersey
February 7, 1997

F-72
<PAGE> 125

IMAGE PRINTING SYSTEMS, INC.

BALANCE SHEETS
AS OF DECEMBER 31, 1995 AND 1996

<TABLE>
<CAPTION>
1995 1996
---------- ----------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents......................................... $ 61,835 $ 61,137
Accounts receivable, net of allowance for doubtful accounts of $0
and $63,868 in 1995 and 1996, respectively..................... 1,002,680 1,422,234
Supplies inventory................................................ 149,072 256,729
Prepaid postage................................................... 199,205 324,922
Prepaid expenses and other current assets......................... 163,028 77,738
---------- ----------
Total current assets...................................... 1,575,820 2,142,760
---------- ----------
PROPERTY AND EQUIPMENT, net of accumulated depreciation and
amortization...................................................... 2,368,263 2,725,129
---------- ----------
Total assets.............................................. $3,944,083 $4,867,889
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term borrowings............................................. $ 320,494 $ 795,494
Current portion of long-term debt................................. 597,290 311,812
Current portion of capital lease obligations...................... 29,159 156,282
Accounts payable.................................................. 780,237 1,022,927
Accrued expenses and other current liabilities.................... 730,309 841,956
---------- ----------
Total current liabilities................................. 2,457,489 3,128,471
---------- ----------
LONG-TERM DEBT...................................................... 592,702 331,271
CAPITAL LEASE OBLIGATIONS........................................... 686,201 1,102,539
---------- ----------
Total liabilities......................................... 3,736,392 4,562,281
---------- ----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $10 par value; 4,400 shares authorized; 1,559.25
shares issued; 1,386 shares outstanding........................ 15,593 15,593
Subscriptions receivable.......................................... (10,855) --
Retained earnings................................................. 204,686 291,748
---------- ----------
209,424 307,341
Less-Treasury stock, 173.25 shares, at par........................ (1,733) (1,733)
Total stockholders' equity................................ 207,691 305,608
---------- ----------
Total liabilities and stockholders' equity................ $3,944,083 $4,867,889
========== ==========
</TABLE>

The accompanying notes to financial statements
are an integral part of these balance sheets.

F-73
<PAGE> 126

IMAGE PRINTING SYSTEMS, INC.

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996

<TABLE>
<CAPTION>
1994 1995 1996
---------- ---------- ----------
<S> <C> <C> <C>
REVENUES................................................. $8,628,330 $8,061,927 $9,033,680
COST OF REVENUES......................................... 6,311,170 5,994,010 6,389,208
---------- ---------- ----------
Gross profit................................... 2,317,160 2,067,917 2,644,472
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES............. 2,130,987 2,119,588 2,305,378
---------- ---------- ----------
Income (loss) from operations.................. 186,173 (51,671) 339,094
---------- ---------- ----------
OTHER INCOME (EXPENSE):
Interest expense....................................... (311,977) (306,304) (259,784)
Other income, net...................................... 37,323 9,816 7,752
---------- ---------- ----------
(274,654) (296,488) (252,032)
---------- ---------- ----------
Net income (loss).............................. $ (88,481) $ (348,159) $ 87,062
========== ========== ==========
</TABLE>

The accompanying notes to financial statements
are an integral part of these statements.

F-74
<PAGE> 127

IMAGE PRINTING SYSTEMS, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996

<TABLE>
<CAPTION>
COMMON STOCK TREASURY STOCK TOTAL
------------------ SUBSCRIPTIONS RETAINED ---------------- STOCKHOLDERS'
SHARES AMOUNT RECEIVABLE EARNINGS SHARES AMOUNT EQUITY
-------- ------- ------------- --------- ------ ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT JANUARY 1, 1994.................. 1,599.25 $15,593 $ (11,155) $ 990,793 173.25 $(1,733) $ 993,448
Net loss.................................. -- -- -- (88,481) -- -- (88,481)
Distributions to Stockholders............. -- -- -- (105,881) -- -- (105,881)
-------- ------- -------- -------- ------ ------- --------
BALANCE AT DECEMBER 31, 1994................ 1,599.25 15,593 (11,155) 796,381 173.25 (1,733) 799,086
Collection of subscriptions receivable.... -- -- 300 -- -- -- 300
Net loss.................................. -- -- -- (348,159) -- -- (348,159)
Distributions to stockholders............. -- -- -- (243,536) -- -- (243,536)
-------- ------- -------- -------- ------ ------- --------
BALANCE AT DECEMBER 31, 1995................ 1,559.25 15,593 (10,855) 204,686 173.25 (1,733) 207,691
Write-off of subscriptions receivable..... -- -- 10,855 -- -- -- 10,855
Net income................................ -- -- -- 87,062 -- -- 87,062
-------- ------- -------- -------- ------ ------- --------
BALANCE AT DECEMBER 31, 1996................ 1,559.25 $15,593 $ -- $ 291,748 173.25 $(1,733) $ 305,608
======== ======= ======== ======== ====== ======= ========
</TABLE>

The accompanying notes to financial statements
are an integral part of these statements.

F-75
<PAGE> 128

IMAGE PRINTING SYSTEMS, INC.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996

<TABLE>
<CAPTION>
1994 1995 1996
--------- ----------- ---------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss).................................... $ (88,481) $ (348,159) $ 87,062
Adjustments to reconcile net income (loss) to net
cash provided by operating activities --
Depreciation and amortization..................... 796,062 715,497 636,035
Provision for doubtful accounts................... -- -- 63,868
(Gain) loss on sale of assets..................... -- 52,365 (762)
Loss on write-off of subscriptions receivable..... -- -- 10,855
Changes in operating assets (increase) decrease
in --
Accounts receivable............................. 186,772 (2,623) (483,422)
Supplies inventory.............................. (42,085) 42,776 (107,657)
Prepaid expenses and other current assets....... 36,264 18,514 (40,427)
Changes in operating liabilities increase
(decrease) in --
Accounts payable................................ (20,338) 226,918 242,690
Accrued expenses and other current
liabilities.................................. 174,529 2,933 111,647
----------- -------- ---------
Net cash provided by operating activities.... 1,042,723 708,221 519,889
----------- -------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment................ (830,522) (397,256) (374,027)
Proceeds from sale of assets......................... -- 470,000 8,500
----------- -------- ---------
Net cash provided by (used in) investing
activities................................. (830,522) 72,744 (365,527)
----------- -------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net short-term borrowings............................ 10,000 (29,506) 475,000
Proceeds from long-term borrowings................... 611,684 638,741 --
Principal payments on long-term debt and capital
lease obligations................................. (741,184) (1,119,674) (630,060)
Collection of subscriptions receivable............... -- 300 --
Distributions to stockholders........................ (105,881) (243,536) --
----------- -------- ---------
Net cash used in financing activities........ (225,381) (753,675) (155,060)
----------- -------- ---------
Net increase (decrease) in cash and cash
equivalents................................ (13,180) 27,290 (698)
CASH AND CASH EQUIVALENTS, beginning of year........... 47,725 34,545 61,835
----------- -------- ---------
CASH AND CASH EQUIVALENTS, end of year................. $ 34,545 $ 61,835 $ 61,137
=========== ======== =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for --
Interest.......................................... $ 307,745 $ 306,304 $ 261,812
=========== ======== =========
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITY:
Capital lease obligations incurred................... -- -- $ 626,612
=========== ======== =========
</TABLE>

The accompanying notes to financial statements
are an integral part of these statements.

F-76
<PAGE> 129

IMAGE PRINTING SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS

(1) NATURE OF BUSINESS

Image Printing Systems, Inc. (the "Company") is a Wisconsin corporation.
The Company's primary businesses are (i) the production and distribution of
documents on paper, microfiche, microfilm and compact disc, (ii) marketing
materials fulfillment, (iii) demand publishing, (iv) mailing services and (v)
forms management.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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 at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from these
estimates.

Revenue Recognition

Cash and Cash Equivalents

Cash and cash equivalents include money market accounts and all highly
liquid debt instruments purchased with original maturities of three months or
less.

Supplies Inventory

Inventories consist of paper and other supplies and work in process and are
valued at the lower of cost or market. Cost is determined by the first-in,
first-out method.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is computed
utilizing the straight-line method. The assets are depreciated over their
estimated useful lives.

Income Taxes

The Company has elected to be taxed under the provisions of Subchapter S of
the Internal Revenue Code. Under those provisions, the Company does not pay
Federal or state corporation income taxes on its income. Instead, the
stockholders are liable for individual Federal and state income taxes on their
respective shares of the Company's taxable income. Accordingly, no provision for
Federal or state corporate income taxes has been made in the accompanying
financial statements.

F-77
<PAGE> 130

IMAGE PRINTING SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

New Accounting Pronouncement

Concentration of Credit Risk

Financial instruments that potentially expose the Company to concentration
of credit risk, as defined by SFAS No. 105, "Disclosure of Information about
Financial Instruments with Off-Balance-Sheet Risk and Financial Instruments with
Concentrations of Credit Risk," consist primarily of trade accounts receivable.
The Company's customers are concentrated in the Midwestern United States and its
primary customers are financial institutions and local governments and agencies.
The Company establishes an allowance for doubtful accounts based upon factors
surrounding the credit risk of specific customers, historical trends, and other
information.

(3) PROPERTY AND EQUIPMENT

Property and equipment consist of the following at December 31:

<TABLE>
<CAPTION>
ESTIMATED
USEFUL
LIVES
1995 1996 (YEARS)
----------- ----------- ---------
<S> <C> <C> <C>
Land and building.............................. $ 756,749 $ 756,749 19
Machinery and equipment........................ 6,001,691 6,968,637 7
Office equipment, furniture and fixtures....... 597,761 604,465 7
Leasehold improvements......................... 339,213 353,702 7-19
----------- -----------
7,695,414 8,683,553
Less -- Accumulated depreciation and
amortization.............................. (5,327,151) (5,958,424)
----------- -----------
Property and equipment, net.......... $ 2,368,263 $ 2,725,129
=========== ===========
</TABLE>

The Company leases its principal location under a capitalized lease
expiring July 31, 2008. The property is leased from stockholders of the Company
("related party lease") (see Note 7). The annual rent is $120,000, and the
lessor has the option to increase the rent by the lesser of 4% per year or the
percentage increase in the Consumer Price Index. The lease also requires
contingent rental payments based on the current year real estate taxes levied on
the property. The real estate tax expense totaled $24,918, $22,290 and $22,633
for the years ended December 31, 1994, 1995 and 1996, respectively. The Company
is also obligated to pay all

F-78
<PAGE> 131

IMAGE PRINTING SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

repairs, maintenance and utilities on the property. In addition, the Company
leases certain equipment under capitalized leases. Capital leases (included
above) consist of the following at December 31:

<TABLE>
<CAPTION>
1995 1996
--------- ----------
<S> <C> <C>
Land and building........................................... $ 756,749 $ 756,749
Machinery and equipment..................................... 90,000 626,612
-------- ----------
846,749 1,383,361
Less -- Accumulated depreciation and amortization........... (309,062) (372,202)
-------- ----------
$ 537,687 $1,011,159
======== ==========
</TABLE>

Depreciation and amortization expense charged to operations totaled
$796,062, $715,497 and $636,035 for the years ended December 31, 1994, 1995 and
1996, respectively.

At December 31, 1996 minimum annual payments under capital leases including
interest are as follows:

<TABLE>
<S> <C>
1997..................................................................... $ 306,238
1998..................................................................... 306,238
1999..................................................................... 248,672
2000..................................................................... 236,964
2001..................................................................... 207,723
After 2001............................................................... 790,000
----------
Total minimum payments......................................... 2,095,835
Less -- Amounts representing interest.................................... 837,014
----------
Net minimum payments........................................... 1,258,821
Less -- Current portion of capital lease obligations..................... 156,282
----------
Long-term portion of capital leases obligations.......................... $1,102,539
==========
</TABLE>

The interest rates on capitalized leases vary from 7.9% to 17.6% and are
imputed based on the fair market value of the equipment at the inception of the
lease.

(4) ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following at
December 31:

<TABLE>
<CAPTION>
1995 1996
-------- --------
<S> <C> <C>
Accrued salary and bonus....................................... $158,277 $180,861
Postage deposit................................................ 531,979 599,929
Other current liabilities...................................... 40,053 61,166
-------- --------
$730,309 $841,956
======== ========
</TABLE>

(5) SHORT-TERM BORROWINGS

The Company has an $850,000 secured line of credit with a bank which
expires September 30, 1997. The line is secured by a general security agreement
and personal guarantees of the stockholders of the Company totaling $700,000.
The line bears interest at a rate of prime (8 1/4% at December 31, 1996) plus
3/4%.

F-79
<PAGE> 132

IMAGE PRINTING SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(6) LONG-TERM DEBT

Long-term debt consists of the following at December 31:

<TABLE>
<CAPTION>
1995 1996
---------- ---------
<S> <C> <C>
Various equipment loans payable to a financial institution, bearing
interest at 1% above the prime rate (8 1/4% at December 31, 1996).
Principal amounts are payable in aggregate monthly installments of
$33,076 maturing February 1997 through August 1999; collateralized
by specific equipment and secured by personal guarantees of
stockholders...................................................... $ 725,024 $ 391,043
Various equipment loans payable to vendors bearing interest at rates
between 9.5% and 14%. Principal amounts are payable in aggregate
monthly installments of $18,802 maturing January 1997 through
October 1998; collateralized by specific equipment................ 395,028 198,360
Equipment loan payable to a financial institution bearing interest
at 6%. Principal is payable in monthly installments of $1,939
beginning November 1993 through October 1996 and $2,403
thereafter; collateralized by specific equipment. Final payment is
due on December 31, 1998.......................................... 69,940 53,680
---------- ---------
1,189,922 643,083
Less -- Current maturities.......................................... (597,290) (311,812)
---------- ---------
$ 592,702 $ 331,271
========== =========
</TABLE>

At December 31, 1996, the aggregate amounts of annual principal maturities
of long-term obligations (excluding capital leases) are as follows:

(7) COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company leases warehouse and operating facilities under a month to
month lease, which currently requires monthly payments of $9,545. The Company is
also committed under various operating leases for equipment and automobiles.
These leases run for periods of one to five years and have monthly payments
ranging from $90 to $871.

At December 31 the minimum annual rental commitment of the Company under
existing agreements are as follows:

<TABLE>
<S> <C>
1997....................................................................... $34,980
1998....................................................................... 31,408
1999....................................................................... 18,899
2000....................................................................... 6,751
-------
Total minimum payments........................................... $92,038
=======
</TABLE>

The above building leases also require the lessee to pay for taxes and/or
maintenance, insurance and utilities on the properties.

F-80
<PAGE> 133

IMAGE PRINTING SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Rent expense for the years ended December 31, 1994, 1995 and 1996 was
$302,903, $302,999 and $267,509, respectively.

Buy Sell Agreements

The Company has the option to purchase all of the shares owned by certain
stockholder employees should the individuals leave the employ of the Company or
cease to be actively involved in the business.

Litigation

(8) RELATED PARTY TRANSACTIONS

The Company has a capitalized real estate lease with the stockholders of
the Company for its principal location. The annual rental is $120,000 and the
expiration date is July 31, 2008 (Note 3). The lessor has the option to increase
the rent by the lesser of 4% per year or the percentage increase in the Consumer
Price Index.

The stockholders were indebted to Image Printing Systems, Inc. on
unsecured, noninterest bearing demand notes originally dated September 10, 1984
in the amount of $10,855, which were included in subscriptions receivable as of
December 31, 1995 and written off in 1996.

(9) EMPLOYEE BENEFIT PLAN

The Company has a profit sharing plan (401(k)) covering all employees who
are at least 19 years of age and have completed at least one year of service.
Contributions are accrued and paid at the discretion of management. Currently,
the Company has elected to match employee contributions at the rate of 50% for
the first 4% of compensation deferred. The Company contributed $12,059, $44,006
and $36,613 to the plan for the years ended December 31, 1994, 1995 and 1996,
respectively.

(10) EVENTS SUBSEQUENT TO DATE OF REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
(UNAUDITED)

In February 1997, the Company and its stockholders entered into a
definitive agreement with Vestcom providing for the Acquisition of the Company
by Vestcom.

Prior to the closing of the Acquisition, the Company will make
distributions in respect of the Company's estimated S Corporation accumulated
adjustment account at the time of closing.

F-81
<PAGE> 134

======================================================

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR THE UNDERWRITERS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT
RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 3
Risk Factors.......................... 8
The Company........................... 14
Use of Proceeds....................... 15
Capitalization........................ 16
Dividend Policy....................... 17
Dilution.............................. 18
Selected Combined Financial Data...... 19
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 21
Business.............................. 27
Management............................ 35
Principal Stockholders................ 40
Certain Transactions.................. 41
Description of Capital Stock.......... 45
Shares Eligible for Future Sale....... 47
Underwriting.......................... 48
Legal Matters......................... 50
Experts............................... 50
Additional Information................ 50
Index to Financial Statements......... F-1
</TABLE>

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

UNTIL , 1997 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT PARTICIPATING
IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN
ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

======================================================

3,850,000 SHARES

VESTCOM
INTERNATIONAL, INC.

COMMON STOCK
--------------------

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

OPPENHEIMER & CO., INC.
PRUDENTIAL SECURITIES INCORPORATED
, 1997

======================================================
<PAGE> 135

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the expenses to be paid by the Company
(other than underwriting compensation expected to be incurred) in connection
with the offering described in this Registration Statement. All of such amounts
(except the SEC Registration Fee, the NASD Filing fee and the Nasdaq National
Market Application and Listing fee) are estimated.

<TABLE>
<S> <C>
SEC Registration Fee............................................. $17,442
NASD Filing Fee.................................................. 6,256
Nasdaq National Market Application and Listing Fee............... 37,494
Blue Sky Fees and Expenses....................................... *
Printing and Engraving Costs..................................... *
Legal Fees and Expenses.......................................... *
Accounting Fees and Expenses..................................... *
Transfer Agent and Registrar Fees and Expenses................... *
Miscellaneous.................................................... *
----------
Total....................................................... $2,000,000
==========
</TABLE>

- ---------------
* To be completed

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Subsection (2) of Section 3-5, Title 14A of the New Jersey Business
Corporation Act empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
arbitrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a corporate agent (i.e., a
director, officer, employee or agent of the corporation or a director, officer,
trustee, employee or agent of another related corporation or enterprise),
against reasonable costs (including attorneys' fees), judgments, fines,
penalties and amounts paid in settlement incurred by such person in connection
with such action, suit or proceeding if such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal proceedings, had no
reasonable cause to believe that such conduct was unlawful.

Subsection (3) of the Section 3-5 empowers a corporation to indemnify a
corporate agent against reasonable costs (including attorneys' fees) incurred by
him in connection with any proceeding by or in the right of the corporation to
procure a judgment in its favor which involves such corporate agent by reason of
the fact that he is or was a corporate agent if he acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect to any claim,
issue or matter as to which such person shall have been adjudged to be liable
for negligence or misconduct unless and only to the extent that the Superior
Court of New Jersey or the court in which such action or suit was brought shall
determine that despite the adjudication of liability, such person is fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper.

Subsection (4) of Section 3-5 provides that to the extent that a corporate
agent has been successful in the defense of any action, suit or proceeding
referred to in subsections (2) and (3) or in the defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including fees
attorneys') incurred by him in connection therewith; subsection (8) of Section
3-5 provides that indemnification provided for by Section 3-5 shall not be
deemed exclusive of any rights to which the indemnified party may be entitled;
and subsection (9) of Section 3-5 empowers a corporation to purchase and
maintain insurance on behalf of a director or officer of the corporation against
any liability asserted against him or expenses incurred by him in any such
capacity or

II-1
<PAGE> 136

arising out of his status as such whether or not the corporation would have the
power to indemnify him against such liabilities and expenses under Section 3-5.

The Registrant's Certificate of Incorporation contains the following
provision regarding indemnification:

"Every person who is or was a director or officer of the corporation
shall be indemnified by the corporation to the fullest extent allowed by
law, including the indemnification permitted by N.J.S. 14A:3-5(8), against
all liabilities and expenses imposed upon or incurred by that person in
connection with any proceeding in which that person may be made, or
threatened to be made, a party, or in which that person may become involved
by reason of that person being or having been a director or officer or of
serving or having served in any capacity with any other enterprise at the
request of the corporation, whether or not that person is a director or
officer or continues to serve the other enterprise at the time the
liabilities or expenses are imposed or incurred. During the pendency of any
such proceeding, the corporation shall, to fullest extent permitted by law,
promptly advance expenses that are incurred from time to time, by a
director or officer in connection with the proceeding, subject to the
receipt by the corporation of an undertaking as required by law."

The Registrant's Certificate of Incorporation contains the following
provision regarding certain limitations on the liability of directors and
officers:

"A director or an officer of the corporation shall not be personally
liable to the corporation or its shareholders for the breach of any duty
owed to the corporation or its shareholders except to the extent that an
exemption from personal liability is not permitted by the New Jersey
Business Corporation Act."

The Registrant is in the process of obtaining directors' and officers'
liability insurance providing coverage of up to $10.0 million.

The Underwriting Agreement filed as Exhibit 1.1 hereto provides that the
Underwriters named therein will indemnify and hold harmless the Company and each
director, officer or controlling person of the Company from and against certain
liabilities, including liabilities under the Securities Act. The Underwriting
Agreement also provides that such Underwriters will contribute to certain
liabilities of such persons under the Securities Act.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Since the Registrant's incorporation in September 1996, the Registrant has
issued and sold the following unregistered securities.

1. In September 1996, the Registrant issued and sold 791,346 shares of
Common Stock to investors at an aggregate price of $39,965.

2. In December 1996, the Registrant issued and sold 503,846 shares of
Common Stock to investors at an aggregate price of $367,303.

The sales of the above securities were deemed to be exempt from
registration under the Securities Act in reliance on Section 4(2) of the
Securities Act. The recipients of securities in each such transaction have
acknowledged their intention to hold the securities for investment only and not
with a view to sell them in connection with any distribution thereof and
appropriate legends were affixed to the share certificates and instruments
issued in such transactions. All recipients had adequate access, through their
relationships with the Company, to information about the Registrant.

Concurrently with the completion of this Offering, the Company will issue
2,852,111 shares of Common Stock in connection with the acquisition of seven
businesses. This transaction will be effected without registration of the shares
of Common Stock under the Securities Act in reliance upon the exemptions
provided by Section 4(2) of the Securities Act. There were no underwriters for
this issuance or for any issuance referred to above.

II-2
<PAGE> 137

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------------------------------------------------------------------------------
<C> <C> <S>
1.1 -- Form of Underwriting Agreement.
2.1 -- Agreement and Plan of Reorganization, dated as of February 28, 1997, by and among
Vestcom International, Inc., Computer Output Acquisition Corp., Computer Output
Systems, Inc. and the Stockholders named therein.
2.2 -- Agreement and Plan of Reorganization, dated as of February 28, 1997, by and among
Vestcom International, Inc., Comvestrix Acquisition Corp., Comvestrix Corp. and the
Stockholders named therein.
2.3 -- Agreement and Plan of Reorganization, dated as of February 28, 1997, by and among
Vestcom International, Inc., Electronic Imaging Acquisition Corp., Electronic
Imaging Services, Inc. and the Stockholders named therein.
2.4 -- Agreement and Plan of Reorganization, dated as of February 28, 1997, by and among
Vestcom International, Inc., Imaging Printing Acquisition Corp., Image Printing
Systems, Inc. and the Stockholders named therein.
2.5 -- Agreement and Plan of Reorganization, dated as of February 28, 1997, by and among
Vestcom International, Inc., Direct Mail Services Acquisition Corp., Quality
Control Printing Acquisition Corp., First Class Presort Acquisition Corp., Morris
County Direct Mail Services, Inc., Quality Control Printing, Inc., First Class
Presort, Inc. and the Stockholders named therein.
2.6 -- Agreement and Plan of Reorganization, dated as of February 28, 1997, by and among
Vestcom International, Inc., Mystic Graphic Acquisition Corp., Mystic Graphic
Systems, Inc. and the Stockholders named therein.
2.7 -- Share Purchase Agreement dated March 10, 1997 by and among Vestcom International,
Inc., LIRPACO Acquisition Corp., LIRPACO Inc. and the Stockholders named therein.
3.1 -- Restated Certificate of Incorporation of Vestcom International, Inc.
3.2 -- By-laws of Vestcom International, Inc.
3.3 -- Form of Certificate of Amendment creating classes of preferred stock.
4.1 -- Form of certificate evidencing ownership of Common Stock of Vestcom International,
Inc.*
5.1 -- Opinion of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.A.*
10.1 -- Vestcom International, Inc. 1997 Equity Compensation Program.
10.2 -- Employment Agreement, dated as of March 10, 1997, by and between Vestcom
International, Inc. and Joel Cartun.
10.3 -- Employment Agreement, dated March 1, 1997, by and between Vestcom International,
Inc. and Peter J. McLaughlin.
10.4 -- Employment Agreement. dated as of March 10, 1997, between DMS and Gary J. Marcello.
10.5 -- Employment Agreement, dated as of March 10, 1997, between COS Information and
Howard April.
10.6 -- Employment Agreement, dated as of March 10, 1997, between Comvestrix and Leslie M.
Abcug.
10.7 -- Note and Stock Purchase Agreement, dated December 31, 1996, between Vestcom
International, Inc. and certain investors.
21.1 -- List of subsidiaries of Vestcom International, Inc.
23.1 -- Consent of Arthur Andersen LLP.*
</TABLE>

II-3
<PAGE> 138

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------------------------------------------------------------------------------
<C> <C> <S>
23.2 -- Consent of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.A. (contained in Exhibit
5.1)*.
23.3 -- Consent of Richard D. White.
23.4 -- Consent of Gary J. Marcello.
23.5 -- Consent of Howard April.
23.6 -- Consent of Fred S. Lafer.
23.7 -- Consent of Leonard J. Fassler.
23.8 -- Consent of Stephen R. Bova.
23.9 -- Consent of Gartner Group.
24.1 -- Power of Attorney (included on the signature page hereof).
27.1 -- Financial Data Schedule.
</TABLE>

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

* Filed with Amendment No. 1. All other exhibits were previously filed.

(b) Financial Statement Schedules

The following financial statement schedules were previously filed with
respect to Comvestrix, the deemed acquiror for accounting purposes.

<TABLE>
<CAPTION>
SCHEDULE DESCRIPTION
- -------- ----------------------------------------------
<C> <S>
II. Valuation and Qualifying Accounts
</TABLE>

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

The undersigned Registrant hereby further undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of Prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in
a form of Prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
Prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-4
<PAGE> 139

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to its registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the Township of
Lyndhurst, State of New Jersey, on May 7, 1997.

VESTCOM INTERNATIONAL, INC.

By: /s/ JOEL CARTUN
------------------------------------------
Joel Cartun
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registrant's registration statement has been signed by the
following persons in the capacities indicated on May 7, 1997.

<TABLE>
<CAPTION>
SIGNATURE CAPACITY
- ------------------------------------------ -----------------------------------------------

<S> <C>
/s/ JOEL CARTUN President, Chief Executive Officer (Principal
- ------------------------------------------ Executive Officer) and Director
Joel Cartun

/s/ PETER J. MCLAUGHLIN Executive Vice President, Chief Financial
- ------------------------------------------ Officer and Treasurer (Principal Financial and
Peter J. McLaughlin Accounting Officer) and Director
</TABLE>

II-5
<PAGE> 140

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------ ----------------------------------------------------------------------------- ----
<C> <C> <S> <C>
1.1 -- Form of Underwriting Agreement...............................................
2.1 -- Agreement and Plan of Reorganization, dated as of February 28, 1997, by and
among Vestcom International, Inc., Computer Output Acquisition Corp.,
Computer Output Systems, Inc. and the Stockholders named therein.............
2.2 -- Agreement and Plan of Reorganization, dated as of February 28, 1997, by and
among Vestcom International, Inc., Comvestrix Acquisition Corp., Comvestrix
Corp. and the Stockholders named therein.....................................
2.3 -- Agreement and Plan of Reorganization, dated as of February 28, 1997, by and
among Vestcom International, Inc., Electronic Imaging Acquisition Corp.,
Electronic Imaging Services, Inc. and the Stockholders named therein.........
2.4 -- Agreement and Plan of Reorganization, dated as of February 28, 1997, by and
among Vestcom International, Inc., Imaging Printing Acquisition Corp., Image
Printing Systems, Inc. and the Stockholders named therein....................
2.5 -- Agreement and Plan of Reorganization, dated as of February 28, 1997, by and
among Vestcom International, Inc., Direct Mail Services Acquisition Corp.,
Quality Control Printing Acquisition Corp., First Class Presort Acquisition
Corp., Morris County Direct Mail Services, Inc., Quality Control Printing,
Inc., First Class Presort, Inc. and the Stockholders named therein...........
2.6 -- Agreement and Plan of Reorganization, dated as of February 28, 1997, by and
among Vestcom International, Inc., Mystic Graphic Acquisition Corp., Mystic
Graphic Systems, Inc. and the Stockholders named therein.....................
2.7 -- Share Purchase Agreement dated March 10, 1997 by and among Vestcom
International, Inc., LIRPACO Acquisition Corp., LIRPACO Inc. and the
Stockholders named therein...................................................
3.1 -- Restated Certificate of Incorporation of Vestcom International, Inc..........
3.2 -- By-laws of Vestcom International, Inc........................................
3.3 -- Form of Certificate of Amendment creating classes of preferred stock.........
4.1 -- Form of certificate evidencing ownership of Common Stock of Vestcom
International, Inc.*.........................................................
5.1 -- Opinion of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.A.*.................
10.1 -- Vestcom International, Inc. 1997 Equity Compensation Program.................
10.2 -- Employment Agreement, dated as of March 10, 1997, by and between Vestcom
International, Inc. and Joel Cartun..........................................
10.3 -- Employment Agreement, dated March 1, 1997, by and between Vestcom
International, Inc. and Peter J. McLaughlin..................................
10.4 -- Employment Agreement. dated as of March 10, 1997, between DMS and Gary J.
Marcello.....................................................................
10.5 -- Employment Agreement, dated as of March 10, 1997, between COS Information and
Howard April.................................................................
10.6 -- Employment Agreement, dated as of March 10, 1997, between Comvestrix and
Leslie M. Abcug..............................................................
10.7 -- Note and Stock Purchase Agreement, dated December 31, 1996, between Vestcom
International, Inc. and certain investors....................................
21.1 -- List of subsidiaries of Vestcom International, Inc...........................
</TABLE>
<PAGE> 141

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------ ----------------------------------------------------------------------------- ----
<C> <C> <S> <C>
23.1 -- Consent of Arthur Andersen LLP.*.............................................
23.2 -- Consent of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.A. (contained in Ex-
hibit 5.1)*..................................................................
23.3 -- Consent of Richard D. White..................................................
23.4 -- Consent of Gary J. Marcello..................................................
23.5 -- Consent of Howard April......................................................
23.6 -- Consent of Fred S. Lafer.....................................................
23.7 -- Consent of Leonard J. Fassler................................................
23.8 -- Consent of Stephen R. Bova...................................................
23.9 -- Consent of Gartner Group.....................................................
24.1 -- Power of Attorney (included on the signature page hereof)....................
27.1 -- Financial Data Schedule......................................................
</TABLE>

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

* Filed with Amendment No. 1.

<PAGE> 1
COMMON STOCK COMMON STOCK
- ------------ ------------
NUMBER SHARES

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

[VESTCOM LOGO]

VESTCOM INTERNATIONAL, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF NEW JERSEY

THIS CERTIFICATE IS TRANSFERABLE
IN BOSTON, MA OR IN NEW YORK, NY CUSIP 924904 10 5
WITHOUT PAR VALUE

THIS CERTIFIES THAT

IS THE OWNER OF

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
VESTCOM INTERNATIONAL, INC.

transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this certificate properly
endorsed. This certificate is not valid unless countersigned and registered by
the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.

Dated:

/s/ Peter J. McLaughlin /s/ Joel Cartun

SECRETARY AND TREASURER PRESIDENT AND CHIEF EXECUTIVE OFFICER

[VESTCOM INTERNATIONAL, INC. SEAL]

COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
TRANSFER AGENT AND REGISTRAR

BY
AUTHORIZED SIGNATURE

- --------------------------- -------------------------------------------------
AMERICAN BANK NOTE COMPANY PRODUCTION COORDINATOR: TRICIA LUNA: 215-830-2197
680 BLAIR MILL ROAD PROOF OF APRIL 16, 1997
HORSHAM, PA 19044 VESTCOM INTERNATIONAL, INC.
(215) 657-3480 H 49935fc
- -------------------------- -------------------------------------------------
SALES: LETICIA TOGLIA: OPERATOR: KOSHY/eg
212-557-9100
- -------------------------- -------------------------------------------------
/NET/BANKNOTE/HOME52/V2%/ REV. 1
Vestcominter49935%0/fc
- -------------------------- -------------------------------------------------

<PAGE> 2
The Company will furnish to any shareholder, upon request and without
charge, a full statement of the designations, relative rights, preferences and
limitations of the shares of each class and series of the shares of capital
stock of the Company authorized to be issued, so far as the same have been
determined, and of the authority of the Board to divide the shares into classes
or series and to determine and change the relative rights, preferences and
limitations of any class or series. Such request may be made to the office of
the Secretary of the Company or to the Transfer Agent named on the face of this
Certificate.

The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- Custodian
TEN ENT -- as tenants by the entireties -------------------------- ---------------------
JT TEN -- as joint tenants with right of (Cust) (Minor)
survivorship and not as tenants under Uniform Gifts to Minors
in common Act
-----------------------------------------------------
(State)
UNIF TRF MIN ACT -- Custodian (until age )
--------------------- ---------
(Cust)
under Uniform Transfers
-----------------------------
(Minor)
to Minors Act
--------------------------------------
(State)
</TABLE>

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, hereby sell, assign and transfer unto
---------------------

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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

- --------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

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

- ------------------------------------------------------------------------ Shares
of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint

- ---------------------------------------------------------------------- Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.

Dated
--------------------------

X
----------------------------------------------

X
----------------------------------------------
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed

By
---------------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15.

<TABLE>

<S> <C>
- ------------------------------------------------------------ -----------------------------------------------------------
AMERICAN BANK NOTE COMPANY PRODUCTION COORDINATOR: TRICIA LUNA: 215-830-2197
680 BLAIR MILL ROAD PROOF OF APRIL 16, 1997
HORSHAM, PA 19044 VESTCOM INTERNATIONAL, INC.
(215) 657-3480 H 49935bk
- ------------------------------------------------------------ -----------------------------------------------------------
SALES: LETICIA TOGLIA: 212-557-9100 OPERATOR: KOSHY/eg
- ------------------------------------------------------------ -----------------------------------------------------------
/NET/BANKNOTE/HOME52/V2%/Vestcominter49935%0/lc REV. 1
- ------------------------------------------------------------ -----------------------------------------------------------
</TABLE>

<PAGE> 1
[LOWENSTEIN, SANDLER, KOHL, FISHER & BOYLAN LETTERHEAD]

May 7, 1997

Vestcom International, Inc.
1100 Valley Brook Avenue
Lyndhurst, NJ 07071

Ladies and Gentlemen:

In connection with the registration under the Securities Act
of 1933, as amended (the "Act") of 4,427,500 shares of the common stock, no par
value (the "Shares") of Vestcom International, Inc., a New Jersey corporation
(the "Company"), we have examined such corporate records, certificates and other
documents and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion.

Based upon such examinations, we advise you that, in our
opinion, when the Company's Registration Statement on Form S-1 (No. 333-23519)
has become effective under the Act, the terms of the Shares and of their
issuance and sale have been duly established in conformity with the Company's
Restated Certificate of Incorporation so as not to violate any applicable law or
agreement or instrument then binding on the Company, and the Shares have been
duly issued and sold as contemplated in the Registration Statement and the
Underwriting Agreement, the Shares will be legally issued, fully paid and
non-assessable.

We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the references to us under the heading
"Legal Matters" in the Prospectus included in such Registration Statement.

Very truly yours,

LOWENSTEIN, SANDLER,
KOHL, FISHER & BOYLAN, P.A.

By: /s/ Laura R. Kuntz
------------------------------
Laura R. Kuntz
LK:fv

<PAGE> 1
Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

To Vestcom International, Inc.:

As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in or made a part of Registration
Statement File No. 333-23519.

/s/ ARTHUR ANDERSEN L.L.P.

Roseland, New Jersey
May 7, 1997