INFORMATION HOLDINGS INC, S-3/A, 2000-03-10

INFORMATION HOLDINGS INC
S-3/A, 2000-03-10
BOOKS: PUBLISHING OR PUBLISHING & PRINTING

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 10, 2000

REGISTRATION NO. 333-30202

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

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

AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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INFORMATION HOLDINGS INC.
(Exact name of Registrant as Specified in Its Charter)

<TABLE>
<S> <C> <C>
DELAWARE 2731 06-1518007
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>

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2777 SUMMER STREET, SUITE 209
STAMFORD, CT 06905
(203) 961-9106
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)

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

MASON P. SLAINE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
INFORMATION HOLDINGS INC.
2777 SUMMER STREET, SUITE 209
STAMFORD, CT 06905
(203) 961-9106
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
------------------------------

Copies to:

<TABLE>
<S> <C>
STEVEN J. GARTNER, ESQ. JONATHAN A. SCHAFFZIN, ESQ.
Willkie Farr & Gallagher Cahill Gordon & Reindel
787 Seventh Avenue 80 Pine Street
New York, NY 10019 New York, NY 10005
(212) 728-8000 (212) 701-3000
</TABLE>

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement as
determined by market conditions.

If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

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, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or reinvestment plans, 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. / /

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If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, please check the following box. / /
------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE
TITLE OF SHARES AMOUNT TO BE PRICE PER OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $.01 par value................. 4,600,000 $26.57 $122,222,000 $32,267
</TABLE>

(1) Includes 600,000 shares which may be sold pursuant to the Underwriters'
over-allotment option.

(2) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(c) of the Securities Act, based on the average of the reported
last high and low sales prices on the New York Stock Exchange on
February 8, 2000.
------------------------------

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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
The information in this Prospectus is not complete and may be changed. We may
not sell these securities until the registration statement that we have filed
with the Securities and Exchange Commission is effective. This prospectus is not
an offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
<PAGE>
SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED MARCH 10, 2000

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

4,000,000 SHARES

[LOGO]

COMMON STOCK

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

We are selling 4,000,000 shares of our common stock.

Our common stock trades on the New York Stock Exchange under the symbol
"IHI." The last reported sale price of our common stock on February 17, 2000 was
$39 7/16 per share.

INVESTING IN OUR COMMON STOCK INVOLVES RISKS THAT ARE DESCRIBED IN THE "RISK
FACTORS" SECTION BEGINNING ON PAGE 9.

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

<TABLE>
<CAPTION>
PER SHARE TOTAL
--------- -----
<S> <C> <C>
Public offering price....................................... $ $

Underwriting discount....................................... $ $

Proceeds, before expenses, to Information Holdings.......... $ $
</TABLE>

The underwriters may purchase up to an additional 600,000 shares of common
stock from us at the public offering price, less the underwriting discount,
within 30 days from the date of this prospectus to cover over-allotments.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The shares will be ready for delivery on or about , 2000.

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

MERRILL LYNCH & CO. MORGAN STANLEY DEAN WITTER

THOMAS WEISEL PARTNERS LLC
-----------

The date of this prospectus is , 2000.
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Inside front cover

[Artwork for prospectus inside front cover page consists of screen photos of
Corporate Intelligence.com]
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TABLE OF CONTENTS

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PAGE
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<S> <C>
Summary..................................................... 4
Risk Factors................................................ 9
Forward-Looking Statements.................................. 14
Use of Proceeds............................................. 15
Common Stock Price Range and Dividends...................... 16
Capitalization.............................................. 17
Selected Financial Information.............................. 18
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 20
Business.................................................... 26
Management.................................................. 37
Security Ownership of Certain Beneficial Owners and
Management................................................ 39
Description of Capital Stock................................ 40
Shares Eligible for Future Sale............................. 42
Underwriting................................................ 43
Legal Matters............................................... 45
Experts..................................................... 45
Where You Can Find More Information......................... 46
Index to Financial Statements............................... F-1
</TABLE>

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

You should rely only on the information contained in this prospectus. We
have not, and the underwriters have not, authorized any person to provide you
with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not, and the
underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus is accurate as of the date on the
front cover of this prospectus only. Our business, financial condition, results
of operations and prospects may have changed since that date. None of our web
sites or other publications are a part of this prospectus.

3
<PAGE>
SUMMARY

This summary highlights important information about our business and this
offering. It does not contain all the information you should consider before
investing in the common stock. Therefore, you should read the entire prospectus,
including the "Risk Factors", the financial statements and all related notes
included in this prospectus before deciding to purchase our common stock.

INFORMATION HOLDINGS

We are a leading provider of information products and services to
professional end-users in the intellectual property and scientific and
technology markets. Since we began operations in January 1997, we have grown
rapidly through acquisitions, internal growth and we have increased profits
through improved operating efficiencies. We attribute much of our recent
internal growth to the development of our Internet-based business-to-business
intellectual property products and services. For the nine months ended
September 30, 1999, we had revenues of $39.9 million and net income of
$3.5 million. Our earnings before interest, taxes, depreciation and amortization
during the nine months ended September 30, 1999 was $10.2 million.

- INTELLECTUAL PROPERTY--Our intellectual property businesses provide a
broad array of databases, information products and complementary services
for intellectual property professionals. We entered the intellectual
property business in 1997. We have grown internally primarily through the
sale of Internet-based products, which accounted for approximately 40% of
our total intellectual property revenues for the nine months ended
September 30, 1999. We also made four strategic acquisitions in 1999 that
expanded and enhanced our product offerings and services. Our value-added
patent information service is used by many of the largest technology,
pharmaceutical, chemical and industrial companies in the world as well as
most of the major intellectual property law firms. Our customers include
over 50% of the top 100 U.S. patent filers of 1998. We intend to leverage
our existing relationships to support the development of new products and
services in our intellectual property business.

We are aggregating all of our intellectual property businesses on one web
site, CorporateIntelligence.com, which we believe will be the most
comprehensive source of intellectual property information available from a
single site on the Internet. We provide access to over 33 million patent
documents in digital format and also provide patent annuity payment
services and intellectual property management software. We are currently
developing a trademark database to permit comprehensive federal, state and
common law searches. We are also developing a patent licensing database,
which will provide a central market for the licensing of patent rights. We
expect the commercial rollout of CorporateIntelligence.com to occur over
the course of the year 2000.

- SCIENTIFIC AND TECHNOLOGY INFORMATION--Our CRC Press unit, acquired in
January 1997 from The Times Mirror Company, provides information products
to professionals in the scientific and technology markets. CRC Press, with
a 97-year history, has established leading positions in several niche
markets. We have highly regarded brand names and currently produce some of
the most recognizable titles in their respective fields. Many of these
products, including THE HANDBOOK OF CHEMISTRY AND PHYSICS (currently in
its 80(th) edition), are produced in multiple media, including books,
CD-ROMs, and electronic and web-based databases. We have significant
proprietary content, including a library of over 4,000 previously
published titles, which generate substantial recurring demand. CRC Press'
subscription products target end-users with essential information and
represent a stable source of revenues. We are currently using our
proprietary content to build electronic databases and we expect Internet
sales to be a source of future growth.

4
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OUR GROWTH STRATEGY

Our growth strategy includes the following:

- AGGRESSIVELY DEVELOP CORPORATEINTELLIGENCE.COM. We plan to develop
CorporateIntelligence.com into a professional portal for the intellectual
property community. We believe the intellectual property and related
markets are large, dynamic and growing. CorporateIntelligence.com will
include our patent information as well as a comprehensive trademark search
service, a patent licensing database and complementary services, which are
currently being developed. Moreover, we believe our web site will serve as
a central business-to-business marketplace for intellectual property
products and services and a conduit for the exchange of business and
information in the intellectual property community.

- DEVELOP NEW PRODUCTS AND LEVERAGE PROPRIETARY CONTENT. We own and continue
to acquire content that is valuable to professional end-users. We will
continue to launch electronic versions of print products, increase
distribution channels on a worldwide basis, develop web-enabled versions
of core products and encourage our paper-based customers to purchase our
Internet products. In addition, we intend to develop additional
comprehensive Internet-based databases in subject areas where we have
significant proprietary content, such as chemistry, engineering and
information technology.

- PURSUE ADDITIONAL ACQUISITIONS. Our businesses principally serve
professional end-users in markets where information is critical to
success. Since January 1997, we have completed nine acquisitions,
including four in the science and technology area and five in the
intellectual property area. We actively seek to identify and acquire
businesses with attractive market, product and customer characteristics.
We have also focused on businesses where revenues are derived from
recurring sources and which include products that we believe are generally
not sensitive to pricing pressures and adverse economic conditions. We
will continue to pursue acquisitions in our existing markets.

- EXPAND INTO NEW MARKETS. We may also pursue opportunities in new markets
with characteristics similar to our existing markets. We will focus on
attractive niche markets where we have the opportunity to internally grow
revenues and profitability and thereby achieve operating efficiencies.
Examples of additional markets we may pursue include financial, technology
and healthcare information.

- EXPLOIT ADDITIONAL NICHES IN SCIENTIFIC AND TECHNOLOGY MARKETS. We
currently produce products in over 50 niches within the scientific and
technology information markets. We believe there is an opportunity to
expand into additional niches within these markets, either through new
products or the acquisition of new product lines. We produced 282 new
titles in 1998 and our production increased to 404 titles in 1999. We
believe we can continue to increase the number of new titles produced,
with expected new titles in year 2000 of approximately 450.

Our headquarters are located at 2777 Summer Street, Suite 209, Stamford,
Connecticut 06905. Our telephone number is (203) 961-9106. Our web site is
located at www.informationholdings.com.

RECENT DEVELOPMENTS

In the fourth quarter of 1999, we had revenues of $18.9 million, compared to
revenues of $14.1 million in the fourth quarter of 1998, an increase of
$4.8 million or 34.4%. In the year ended December 31, 1999, we had revenues of
$58.8 million, compared to $46.7 million in the year ended December 31, 1998, an
increase of $12.1 million or 26.0%. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Recent Developments--Year Ended
December 31, 1999."

5
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THE OFFERING

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<S> <C>
Common stock offered......................... 4,000,000 shares

Shares outstanding after the offering........ 20,948,071 shares

Use of proceeds.............................. We expect to use a substantial portion of the
net proceeds from this offering to develop
and market our CorporateIntelligence.com web
site and to finance future acquisitions.

Risk factors................................. See "Risk Factors" and other information
included in this prospectus for a discussion
of factors you should carefully consider
before deciding to invest in shares of the
common stock.

NYSE Symbol.................................. IHI
</TABLE>

The number of shares outstanding after the offering excludes 591,854 shares
reserved for issuance under our stock option plans as of September 30, 1999.
This number assumes that the underwriters' over-allotment option is not
exercised. If the over-allotment option is exercised in full, we will issue and
sell an additional 600,000 shares.

6
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SUMMARY FINANCIAL DATA

In the table below, we provide our summary historical financial data. We
have prepared this information using our audited consolidated financial
statements for the years ended December 31, 1998 and 1997 and our unaudited
financial statements for the nine months ended September 30, 1999 and 1998.

When you read the summary historical financial data below, it is important
that you read it together with the historical financial statements and related
notes in our annual and quarterly reports filed with the SEC and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included elsewhere in this prospectus.

<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS
DECEMBER 31, ENDED SEPTEMBER 30,
------------------- -------------------
1997(1) 1998 1998 1999
-------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues................................................ $34,869 $46,651 $32,584 $39,865
Cost of sales........................................... 11,492 11,707 8,128 10,590
Operating expenses...................................... 28,040 31,234 23,177 24,631
Operating income (loss)................................. (4,663) 3,710 1,279 4,644
Income (loss) before taxes.............................. (4,908) 4,827 1,742 5,955
Net income (loss)(2).................................... (4,911) 4,785 1,607 3,506
Net income per share
Basic earnings........................................ $ 0.21
Diluted earnings...................................... $ 0.20
Pro forma basic and diluted earnings (loss) per share
(3)................................................... $ (0.29) $ 0.28 $ 0.09 --
</TABLE>

<TABLE>
<CAPTION>
AS OF SEPTEMBER 30, 1999
--------------------------
ACTUAL AS ADJUSTED(4)
--------- --------------
<S> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents................................... $ 2,890 $152,148
Total assets................................................ 134,799 284,057
Total debt.................................................. 2,759 2,759
Total stockholders' equity.................................. 88,357 237,615
</TABLE>

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED SEPTEMBER 30,
DECEMBER 31, -------------------
1998 1998 1999
------------ -------- --------
<S> <C> <C> <C>
OTHER DATA:
Depreciation and amortization............................... $7,726 $ 5,561 $ 5,562
Capital expenditures........................................ 3,717 1,924 2,266
Net cash provided by operating activities................... 5,938 2,694 2,313
Net cash used in investing activities....................... (7,917) (36,340) (55,680)
Net cash provided by (used in) financing activities......... 48,969 49,281 (1,013)
EBITDA (5).................................................. 11,436 6,840 10,188
</TABLE>

(FOOTNOTES ON FOLLOWING PAGE)

7
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(1) In conjunction with the acquisition and reorganization of CRC Press and
other businesses and certain compensation issues, we recorded significant
adjustments in 1997 and early 1998, which are not expected to continue in
the future. These adjustments reduced revenues by $4,017 and increased
expenses by $4,013, and therefore reduced net income by $8,030, for the year
ended December 31, 1997. The adjustments reduced revenue by $54 and
increased pre-tax expenses by $1,069, resulting in reduced net income of
$674 for the year ended December 31, 1998. The adjustments affecting
revenues were required by purchase accounting in connection with the
acquisitions of CRC Press and MicroPatent and reflect the revaluation of
acquired deferred subscription revenues based on the cost to fulfill
subscriptions. This revaluation is a non-cash adjustment which reduces
revenues in the twelve months following acquisition. The adjustments
affecting expenses relate to: severance and reorganization costs from the
consolidation of certain functions and reductions in the workforce; special
bonuses granted to an officer; contingent compensation paid to an officer of
a subsidiary; and certain additional purchase accounting-related
adjustments.

(2) Prior to our initial public offering in August 1998, we were a limited
liability company and, accordingly, were not subject to U.S. federal or
certain state income taxes. We had a nominal provision for income taxes in
1998 because of the full reversal of deferred tax valuation allowances
deemed as no longer required.

(3) No historical earnings per share or share data are presented, as we do not
consider such historical data meaningful. The pro forma earnings (loss) per
share for the years ended December 31, 1997 and 1998 and for the nine months
ended September 30, 1998 were computed using 16,943,189 shares outstanding,
which reflects all shares outstanding following the initial public offering,
as if such shares were outstanding since January 1, 1997.

(4) As adjusted amounts give effect to the issuance and sale of 4,000,000 shares
of common stock in this offering (based on the closing sale price on
February 17, 2000 of $39.438 per share), after deducting underwriting
discounts and estimated offering expenses.

(5) "EBITDA" is income before interest expense/income, income taxes,
depreciation and amortization. EBITDA is not a measure of performance under
generally accepted accounting principles and should not be considered in
isolation or as a substitute for net income, cash flow from operations or
other income or cash flow data prepared in accordance with generally
accepted accounting principles (GAAP). Items excluded from the calculation
of EBITDA are significant components in understanding and evaluating our
financial performance. While EBITDA should not be considered as a measure of
profitability or liquidity, we understand that EBITDA is customarily used in
evaluating the equity value of publishing companies. The EBITDA measure
presented herein may not be comparable to similarly titled measures of other
companies.

8
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RISK FACTORS

An investment in our common stock involves a high degree of risk. You should
consider carefully the following risks, together with all other information
included in this prospectus, before you decide to buy our common stock.

RISKS RELATED TO OUR BUSINESS

WE HAVE A LIMITED OPERATING HISTORY AND WE EXPECT OUR EXPENDITURES ON
CORPORATEINTELLIGENCE.COM TO RESULT IN A LOSS IN 2000.

We have completed numerous acquisitions since we began operations in
January 1997. Consequently, our financial results and the financial results for
our subsidiaries included in this prospectus are not, and will not be, directly
comparable to our future financial results. As a result of adjustments in the
aggregate amount of $8.0 million recorded in conjunction with the acquisition
and reorganization of businesses and compensation issues, we reported a pre-tax
loss of ($4.9) million for the year ended December 31, 1997. Our predecessor
also reported pre-tax losses in 1993, 1995 and 1996 of ($3.9) million, ($14.1)
million and ($11.1) million, respectively. Although we were profitable for the
year ended December 31, 1998 and for the nine months ended September 30, 1999,
we expect to report a loss for the year 2000 as a result of expenditures we
intend to incur to develop and market our CorporateIntelligence.com business. We
cannot assure you as to when we will return to profitability.

OUR GROWTH STRATEGY CENTERS ON THE SUCCESSFUL INTEGRATION OF OUR INTELLECTUAL
PROPERTY BUSINESSES AND LAUNCH OF OUR INTERNET UNIT, CORPORATEINTELLIGENCE.COM.

We expect a substantial portion of our anticipated growth to come from our
web site CorporateIntelligence.com. The site will offer intellectual property
professionals the patent information and services we currently provide and the
trademark search service, patent-licensing database and other services we are
currently developing. We intend to commercially rollout the web site over the
course of the year 2000. The launch of this site will require substantial sales
and marketing expenditures. If we are unable to integrate our current
intellectual property business, continue developing our new products and
services and commercially rollout CorporateIntelligence.com, our financial
condition and results of operations will be adversely affected.

Moreover, CorporateIntelligence.com may not be successful and we may not
achieve or sustain revenue growth or generate any profits from this business.
The success of CorporateIntelligence.com will depend on market acceptance by our
customers and users. We cannot assure you that business-to-business commerce on
the Internet generally, or our information products and services in particular,
will be able to achieve broad market acceptance.

OUR GROWTH ALSO DEPENDS ON OUR ABILITY TO MAKE ACQUISITIONS AND TO INTEGRATE
THOSE BUSINESSES.

Our ability to engage in future acquisitions depends on various factors,
including the availability of suitable acquisition candidates, the negotiation
of acceptable terms, our financial capabilities at the time of the acquisition
bid, the availability of skilled employees to manage the acquired businesses and
general economic and business conditions. We cannot guarantee that we will
identify acquisition targets that will result in successful business
combinations. We cannot assure you that we will complete these acquisitions on
acceptable terms. We compete for acquisition targets with other companies, many
of which are larger than us and have greater financial resources. In addition,
we seek to acquire businesses at attractive valuations, a policy which has
caused, and may in the future cause, us to be outbid for businesses. We cannot
assure you that we will continue to be successful in completing attractive
acquisitions, integrating acquired businesses and improving their profitability.

We intend to finance future acquisitions through cash on hand, borrowings
and issuances of capital stock. We currently have no commitments for any
acquisition financing beyond our existing credit

9
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facility, and we cannot assure you that sufficient financing will be available
or that it will be available on acceptable terms. In addition, our stockholders
may experience dilution if we issue stock to finance acquisitions.

WE OPERATE IN HIGHLY COMPETITIVE MARKETS.

We face significant competition with respect to our scientific, technical,
medical and professional and intellectual property businesses. In addition to
competing for sales on the basis of the quality of our information and
publications, we compete for the signing of noted authors. Many of our
traditional competitors in the intellectual property market are offering content
through on-line services. Moreover, several large technology-oriented companies
such as IBM and some patent offices offer low-cost or free intellectual property
services. Barriers to entry to the online commerce market are minimal and
current and new competitors can launch new web sites at a relatively low cost.
Many of our competitors are substantially larger than us and have greater
financial, technical, editorial, personnel and marketing resources, longer
operating histories and greater name recognition than we do. If we are unable to
compete effectively under these conditions, we will be adversely affected.

WE MAY NOT BE ABLE TO KEEP UP WITH THE CONTINUOUS TECHNOLOGICAL CHANGES IN OUR
MARKET, ESPECIALLY OUR INTERNET BUSINESS, WHICH COULD HARM OUR BUSINESS.

Since many of our businesses use the Internet and other electronic media,
they are subject to rapid changes in technology. The development of new or
improved technologies and products by competitors could have a material adverse
effect on our electronically-based businesses. We cannot assure you that we can
remain competitive once such technologies and products are introduced.

MUCH OF THE DATA USED IN OUR INTELLECTUAL PROPERTY BUSINESS IS PUBLICLY
AVAILABLE TO OUR USERS.

Much of the source data for our patent and trademark information services is
publicly available in raw form at little or no cost. To the extent that users of
patent and trademark data choose to get the data they need from public sources
rather than utilize our services or others seek to offer competitive means of
accessing such data, we will be adversely affected.

OUR INTERNATIONAL OPERATIONS AND EXPANSION INVOLVE FINANCIAL AND OPERATING
RISKS.

Approximately 25% of our 1998 revenues were generated from sales outside
North America. We may increase our presence internationally through internal
growth and, possibly, through acquisitions. There are risks inherent in doing
business in international markets, such as:

- the risks of divergent business expectations or difficulties in
establishing joint ventures with foreign partners,

- difficulties in staffing and managing multinational operations, currency
and interest rate fluctuations,

- reduced protection of intellectual property rights,

- political instability,

- restrictions or limitations on the repatriation of funds, and

- potentially adverse tax consequences.

We cannot assure you that these factors will not have a material adverse
effect on our future international operations and on our financial condition and
results of operations.

WE DEPEND ON OUR KEY MANAGEMENT PERSONNEL FOR OUR FUTURE SUCCESS.

We depend on our ability to retain and motivate high quality personnel,
especially our management. Our success depends primarily on the efforts and
abilities of Mason P. Slaine, our co-founder, President and Chief Executive
Officer and Vincent A. Chippari, our Executive Vice

10
<PAGE>
President and Chief Financial Officer. The success of our subsidiaries will
depend on the senior management teams of such subsidiaries who we currently
employ and those we will hire in connection with future acquisitions. If we
cannot hire and retain qualified employees in connection with future
acquisitions or replace the loss of the services of key employees, our financial
condition and the results of our operations could be adversely affected. We do
not currently maintain key person life insurance with respect to any of our
employees.

In addition, the success of our Internet-based initiatives is highly
dependent on the efforts of a small in-house technology staff. We are still
seeking additional technical staff, as well as sales and marketing personnel, to
help develop and market our CorporateIntelligence.com business. The loss of
services of these key personnel, or the inability to hire and retain additional
technical support, could have an adverse effect on our financial condition and
results of operations.

OUR FAILURE OR THE FAILURE OF THIRD PARTIES TO BE YEAR 2000 COMPLIANT COULD
NEGATIVELY IMPACT OUR BUSINESS.

Although we have not experienced any material problems with the year 2000
issue, the year 2000 issue could cause disruptions in our business. We cannot
ensure against all potential year 2000 problems that might originate with third
parties. If we or any third party with whom we do business were to have a year
2000 problem, our business, especially that of MicroPatent, could be seriously
disrupted and our financial condition and results of operations could be
materially adversely affected.

WE HAVE RECENTLY TERMINATED OUR INTERNATIONAL DISTRIBUTION AGREEMENT WITH
SPRINGER VERLAG WHICH MAY NEGATIVELY AFFECT OUR FUTURE SALES AND OPERATING
RESULTS.

In January 2000, we terminated a distribution agreement with Springer
Verlag, a European publisher that had exclusive distribution rights to many CRC
Press products outside of North America. For the nine months ended
September 30, 1999, Springer represented 6% of our consolidated revenues. We
will begin selling these products directly and through other distributors. Our
sales and operating results will be negatively affected for the first quarter of
2000 as a result of this transition. In the future, we may be unable to attain
the same sales and operating results we experienced prior to the termination of
this distribution agreement.

RISKS RELATED TO THE INTERNET INDUSTRY

OUR FUTURE RESULTS DEPEND ON CONTINUED GROWTH IN THE USE OF THE INTERNET.

The Internet market is new and rapidly evolving. The growth of our business
could suffer if Internet usage does not continue to grow. Internet usage may be
inhibited for a number of reasons, including:

- inadequate network infrastructure;

- security concerns;

- inconsistent quality of service;

- lack of availability of cost-effective and high-speed service; and

- changes in government regulation of the Internet.

If Internet usage grows, the Internet infrastructure might not be able to
support the demands placed on it by this growth or its performance and
reliability may decline. In addition, future outages and other interruptions
occurring throughout the Internet or at our web sites could lead to decreased
use of our web sites and would therefore harm our business.

WE COULD BE SUED FOR INFORMATION RETRIEVED FROM THE INTERNET.

We may face liability for negligence, copyright or trademark infringement,
personal injury, or other claims due to the nature of content on our web sites.
Such claims may also include, among others, claims that by providing hypertext
links to web sites operated by third parties, we are liable for

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wrongful actions by those third parties through such web sites. Similar claims
have been brought, and sometimes successfully asserted, against online services.
It is also possible that users could make claims against us for losses incurred
by reliance on information provided on or by our network. Although we carry
general liability insurance, and set forth our terms and conditions of use on
our web sites, our insurance might not cover potential claims of this type or
might not be adequate to fully protect us. Also, the legal effectiveness of our
terms and conditions of use is uncertain. Any liability or legal defense
expenses that are not covered by insurance would harm our business, results of
operations and financial condition.

GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES COULD ADD ADDITIONAL COSTS AND
RISKS TO DOING BUSINESS ON THE INTERNET.

There are currently few laws or regulations that specifically regulate
communications or commerce on the Internet. However, laws and regulations may be
adopted in the future that address issues such as user privacy, pricing and the
characteristics and quality of products and services. For example, although it
was held unconstitutional, the Telecommunications Act of 1996 prohibited some
information and content from being transmitted over the Internet. Several other
nations have taken actions to restrict the free flow of material deemed to be
objectionable on the Internet. In addition, it may take years to determine the
extent to which existing laws relating to issues such as property ownership,
libel and personal privacy are applicable to the Internet. Any new laws or
regulations relating to the Internet could harm our business.

REGULATION COULD REDUCE THE VALUE OF OUR DOMAIN NAMES.

We own the Internet domain names "CorporateIntelligence.com", "patent.com",
and "trademark.com" as well as numerous other domain names both in the United
States and internationally. Domain names generally are regulated by Internet
regulatory bodies. The regulation of domain names in the United States and in
foreign countries is subject to change. Regulatory bodies could establish
additional top-level domains, appoint additional domain name registrars or
modify the requirements for holding domain names. As a result, we might not
acquire or maintain our domain names or comparable domain names in all the
countries in which we conduct business, which could harm our business.
Furthermore, the relationship between regulations governing domain names and
laws protecting trademarks and similar proprietary rights is unclear and still
evolving. Therefore, we might be unable to prevent third parties from acquiring
domain names that infringe or otherwise decrease the value of our trademarks and
other proprietary rights. If this occurred, our business would suffer.

THE INTERNET INDUSTRY IS CHARACTERIZED BY RAPID TECHNOLOGICAL CHANGE.

Rapid technological developments, evolving industry standards and user
demands, and frequent new product introductions and enhancements characterize
the market for Internet products and services. These market characteristics are
exacerbated by the emerging nature of the market and the fact that many
companies are expected to introduce new Internet products and services in the
near future. Our future success will depend on our ability to continually
improve our content offerings and services. In addition, the widespread adoption
of developing multimedia-enabling technologies could require fundamental and
costly changes in our technology, which could harm our business.

RISK RELATED TO THIS OFFERING

WARBURG, PINCUS AND MANAGEMENT WILL CONTINUE TO CONTROL THE COMPANY, WHICH COULD
DELAY OR PREVENT A CHANGE IN CONTROL.

After this offering, Warburg, Pincus Ventures, L.P. and Mr. Slaine will own
an aggregate of 57.4% of the outstanding common stock. As a result, these
stockholders will have the ability to control our company, including the
election of directors, and direct our company's affairs and business. Such

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<PAGE>
concentration of ownership could delay or prevent a change in our control under
circumstances that could give holders of the common stock the opportunity to
realize a premium over the then prevailing market price of such stock. Such
provisions may also adversely affect the market price of our common stock.

OUR CERTIFICATE OF INCORPORATION CONTAINS PROVISIONS THAT COULD DELAY OR PREVENT
A CHANGE IN CONTROL.

Our certificate of incorporation permits our Board of Directors to issue
preferred stock without further action by stockholders and Section 203 of the
Delaware General Corporation Law imposes restrictions upon some acquirors of 15%
or more of our common stock. These provisions could delay or frustrate the
change of our control, even if such assumption of control would benefit the
stockholders, and could also discourage or make more difficult, a merger, tender
offer or proxy contest, even if such events could be beneficial to the
stockholders interests.

WE HAVE NOT IDENTIFIED A SPECIFIC USE FOR THE PROCEEDS OF THIS OFFERING.

Substantially all proceeds from this offering will remain uncommitted
pending the intended application of a substantial portion of such funds to
develop and market our CorporateIntelligence.com web site and to finance future
acquisitions. Accordingly, our management will have substantial discretion in
using the proceeds we receive until our web site and/or any acquisition is
completed. In the interim, our management intends to invest these proceeds in
short-term, investment grade securities, which will yield the rate of return
earned by such securities and will be subject to the risks inherent in investing
in such securities. A delay in using such proceeds may adversely affect the
market price of the common stock.

FUTURE SALES OF OUR COMMON STOCK IN THE PUBLIC MARKET COULD DEPRESS OUR STOCK
PRICE.

After this offering, we will have outstanding 20,948,071 shares of common
stock. All the shares of common stock to be sold in this offering will be
eligible for immediate sale in the public market without restriction unless
purchased by our affiliates. Sales of substantial amounts of common stock, or
the perception that such sales could occur, could adversely affect the market
price of our common stock. In addition, we may also issue common stock to fund
acquisitions, which could adversely affect the market price of the common stock
and dilute stockholders' interests.

The number of shares of common stock available for sale in the public market
will be limited by lock-up agreements under which some holders of our
outstanding shares of common stock and options to purchase common stock will
agree not to sell or otherwise dispose of any of their shares for a period of
days after the date of this prospectus without the prior written consent of
Merrill Lynch. However, Merrill Lynch may, in its sole discretion, release all
or any portion of the shares subject to lock-up agreements.

After this offering, the holders of 12,026,137 shares of common stock will
have the right to require us to register the sale of their shares, subject to
limitations and to the lock-up agreements with the underwriters. These holders
also have the right to require us to include their shares in any future public
offerings of our equity securities. The sale of these additional shares into the
public market may further adversely affect the market price or our common stock.

WE DO NOT EXPECT TO PAY DIVIDENDS ON YOUR SHARES OF COMMON STOCK.

We have never declared or paid dividends on our common stock and we do not
currently anticipate paying dividends in the future. In addition, our existing
credit facility restricts our ability to pay dividends.

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<PAGE>
FORWARD-LOOKING STATEMENTS

This prospectus contains statements that plan for or anticipate the future.
In this prospectus, forward-looking statements are generally identified by the
use of such terms as "may", "will", "should", "expect", "intend", "anticipate",
"estimate", "continue" and similar words, although some forward-looking
statements are expressed differently. You should be aware that our actual growth
and results could differ materially from those contained in the forward-looking
statements due to a number of factors, including the following:

- changes in the information products and services industry;

- uncertainties and expenses resulting from the development of new
businesses and web sites, such as CorporateIntelligence.com;

- risks inherent in acquiring new businesses;

- changes in Internet usage;

- unexpected technological developments;

- new competitors;

- changes in customer and distibutor relationships;

- dependence on key personnel; and

- changes in U.S. or foreign government regulations.

The factors that could cause our results to differ from those set forth in
forward-looking statements include those identified above as well as those
discussed in "Risk Factors", "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and elsewhere in this prospectus.

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<PAGE>
USE OF PROCEEDS

We estimate that the net proceeds to us from this offering will be
approximately $149.3 million, or $171.7 million if the underwriters exercise
their over-allotment option in full, after deducting estimated underwriting
discounts and expenses.

We expect to use a substantial portion of the net proceeds from this
offering to develop and market our CorporateIntelligence.com web site and to
finance future acquisitions. In the year 2000, we expect to incur expenditures
ranging between $20 to $25 million in connection with the rollout of
CorporateIntelligence.com. We expect to use the remaining net proceeds for
working capital and general corporate purposes. The actual amount of net
proceeds we spend on a particular use will depend on many factors, including:

- our future revenue growth, if any;

- our future capital expenditures; and

- the amount of cash generated by our operations.

Many of these factors are beyond our control. We have not allocated any
portion of the net proceeds of the offering. We retain complete discretion in
applying the proceeds of this offering.

We intend to continue to pursue our expansion plans aggressively. Consistent
with our past experience, we expect that a significant portion of our expansion
will occur through acquisitions. The consideration for any acquisition could
consist of securities, including shares of our common stock, cash or any
combination thereof. We may acquire public or private companies. We currently
have no agreement, agreement in principle, understanding or arrangement with any
person to acquire or effect any material acquisition.

Until we use the net proceeds of this offering, we intend to invest the net
proceeds in short-term investment grade securities.

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<PAGE>
COMMON STOCK PRICE RANGE AND DIVIDENDS

Since our initial public offering in August 1998, our common stock has
traded on the New York Stock Exchange under the symbol "IHI." The following
table sets forth the range of the high and low closing sales prices of our
common stock for the periods indicated.

<TABLE>
<CAPTION>
HIGH LOW
-------- --------
<S> <C> <C>
YEAR ENDED DECEMBER 31, 1998:
Third Quarter (from August 7, 1998)..................... $13.250 $ 8.500
Fourth Quarter.......................................... 15.750 9.500
YEAR ENDED DECEMBER 31, 1999:
First Quarter........................................... 18.625 13.125
Second Quarter.......................................... 22.000 17.000
Third Quarter........................................... 19.938 17.375
Fourth Quarter.......................................... 29.063 17.625
YEAR ENDED DECEMBER 31, 2000:
First Quarter (through February 17, 2000)............... 39.438 23.750
</TABLE>

On February 17, 2000, the last reported sales price of our common stock on
the New York Stock Exchange was $39.438 share. On February 4, 2000 there were 13
holders of record of our common stock.

We have never declared or paid dividends. We do not anticipate declaring or
paying cash dividends for the foreseeable future. Our existing credit facility
restricts our ability to pay dividends. Instead, for the foreseeable future, we
will retain our earnings, if any, for the future operation and expansion of our
business.

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<PAGE>
CAPITALIZATION

The following table sets forth our capitalization as of September 30, 1999
on an actual basis and as adjusted to give effect to this offering:

<TABLE>
<CAPTION>
AS OF SEPTEMBER 30, 1999
--------------------------
ACTUAL AS ADJUSTED
--------- -----------
(IN THOUSANDS)
<S> <C> <C>
Cash and cash equivalents................................... $ 2,890 $152,148
======= ========

DEBT:
Current portion of capitalized lease obligations............ $ 275 $ 275
Long-term portion of capitalized lease obligations.......... 2,484 2,484
------- --------
Total debt.............................................. 2,759 2,759
------- --------
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value; 1,000,000 shares
authorized; no shares outstanding actual and as
adjusted.................................................. -- --
Common stock, $.01 par value; 50,000,000 shares authorized;
16,948,071 shares outstanding actual and 20,948,071 shares
outstanding as adjusted (1)............................... 169 209
Additional paid-in capital.................................. 84,808 234,026
Retained earnings........................................... 3,380 3,380
------- --------
Total stockholders' equity.............................. 88,357 237,615
------- --------
Total capitalization.................................... $91,116 $240,374
======= ========
</TABLE>

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

(1) Does not include an aggregate of 591,854 shares of common stock issuable
upon the exercise of stock options outstanding as of September 30, 1999.

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<PAGE>
SELECTED FINANCIAL INFORMATION

The selected historical financial data of (i) CRC Press, Inc. (our
predecessor) as of and for the years ended December 31, 1995 and 1996 and
(ii) our company as of and for the years ended December 31, 1997 and 1998 have
been derived from their respective audited financial statements. The selected
historical financial data of our predecessor as of and for the year ended
December 31, 1994 is derived from unaudited financial statements. The unaudited
financial statements include all adjustments consisting of normal recurring
accruals, which we consider necessary for a fair presentation of the financial
position and results of operations for this period. The acquisition of our
predecessor and all other acquisitions by us were accounted for using the
purchase method of accounting. We acquired St. Lucie Press on January 14, 1997,
Auerbach on June 5, 1997, MicroPatent on July 2, 1997, Chapman & Hall on
August 19, 1998, Optipat on January 7, 1999, FaxPat on July 19, 1999, Master
Data Center on August 12, 1999 and Corporate Intelligence on September 1, 1999.
The results of operations of these businesses are included in our results from
their respective dates of acquisition and are not included at all in our
predecessor's results. Accordingly, certain of the historical financial data of
our predecessor are not comparable to those of our company.

<TABLE>
NINE MONTHS
PREDECESSOR YEAR ENDED YEAR ENDED ENDED
DECEMBER 31, DECEMBER 31,(1) SEPTEMBER 30,
(IN THOUSANDS, EXCEPT PER SHARE ------------------------------ ------------------- -------------------
DATA) 1994 1995 1996 1997 1998 1998 1999
- -------------------------------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING DATA:
Revenues(2)..................... $32,328 $32,054 $28,852 $34,869 $46,651 $32,584 $39,865
Cost of sales(3)................ 11,591 11,371 9,262 11,492 11,707 8,128 10,590
Operating expenses(3)........... 18,289 33,452 29,667 28,040 31,234 23,177 24,631
Operating income (loss)......... 2,448 (12,769) (10,077) (4,663) 3,710 1,279 4,644
Income (loss) before taxes...... 1,116 (14,136) (11,066) (4,908) 4,827 1,742 5,955
Net income (loss)(4)............ 1,556 (9,234) (11,236) (4,911) 4,785 1,607 3,506
Net income per share:
Basic earnings................ $ 0.21
Diluted earnings.............. $ 0.20
Shares used in computing basic
and diluted net income per
share:
Basic......................... 16,944
Diluted....................... 17,120
Pro forma basic and diluted
earnings (loss) per
share(5)...................... $ (0.29) $ 0.28 $ 0.09 --

BALANCE SHEET DATA (AT PERIOD
END):
Cash and cash equivalents....... $ 846 $ 664 $ 1,025 $10,280 $57,270 $25,915 $ 2,890
Total assets.................... 49,897 45,753 35,533 50,219 104,791 99,357 134,799
Total debt...................... 12,026 13,756 15,705 5,188 2,955 3,017 2,759
Total equity.................... 26,251 17,017 5,818 28,556 84,793 81,615 88,357
</TABLE>

(FOOTNOTES ON FOLLOWING PAGE)

18
<PAGE>
- ------------------------

(1) In conjunction with the acquisition and reorganization of CRC Press and
other businesses and certain compensation issues, we recorded significant
adjustments in 1997 and 1998, which are not expected to continue in the
future. These adjustments reduced revenues by $4,017 and increased expenses
by $4,013, and therefore reduced net income by $8,030, for the year ended
December 31, 1997. The adjustments reduced revenue by $54 and increased
pre-tax expenses by $1,069; resulting in reduced net income of $674 for the
year ended December 31, 1998. The adjustments affecting revenues were
required by purchase accounting in connection with the acquisitions of CRC
Press and MicroPatent and reflect the revaluation of acquired deferred
subscription revenues based on the cost to fulfill subscriptions. This
revaluation is a non-cash adjustment, which reduces revenues in the twelve
months following acquisition. The adjustments affecting expenses relate to:
severance and reorganization costs from the consolidation of certain
functions and reductions in workforce; special bonuses granted to an
officer; contingent compensation paid to an officer of a subsidiary; and
certain additional purchase accounting-related adjustments.

(2) Revenues for the year ended December 31, 1997 includes an initial stocking
order by a new international distributor aggregating $3,307.

(3) Operating expenses for the year ended December 31, 1995 include $10,727 of
restructuring and one-time charges. Operating expenses for the year ended
December 31, 1996 include an impairment in the value of goodwill and other
intangible assets of $10,666. This charge represents the amount by which the
recorded value of the assets exceeded the proceeds from the sale of the
business.

(4) Prior to our initial public offering in August 1998, we were a limited
liability company and, accordingly, were not subject to U.S. federal or
certain state income taxes. Subsequent to the initial public offering we
incurred a nominal income tax provision due to the full reversal of deferred
tax valuation allowances deemed as no longer required. Income tax (benefits)
expenses of our predecessor were ($4,902) and $170, respectively, for the
years ended December 31, 1995 and 1996.

(5) No historical earnings per share or share data are presented, as we do not
consider such historical data meaningful. The pro forma earnings (loss) per
share for the years ended December 31, 1997 and 1998 and for the nine months
ended September 30, 1998 were computed using 16,943,189 shares outstanding,
which reflects all shares outstanding following the initial public offering,
as if such shares were outstanding since January 1, 1997.

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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our
financial statements and notes thereto and the other financial information
appearing elsewhere in this prospectus.

OVERVIEW

We provide information products and services to professional end-users,
primarily in the intellectual property and scientific and technology markets.

Through our intellectual property businesses, we generate revenues from
Internet-based services, patent annuity payment services, CD-ROM subscriptions
and other products including database sales of historical and customized patent
information. In addition to our current patent and trademark information
products, we are developing significant new products in the intellectual
property area that will be included in CorporateIntelligence.com. We expect that
Internet sales will continue to grow in significance in the future and revenues
from our intellectual property business to grow as a percentage of consolidated
revenues in the year 2000.

Through CRC Press, our scientific and technology information businesses
generate revenues from the sale of books and subscription products. Revenues
from books and related costs of sales are recognized when the product is shipped
to the customer. For products sold with a right of return, revenues are
recognized net of a provision for estimated returns. CRC Press' subscription
products target end-users with essential information and represent a stable
source of revenues. We realize significant liquidity benefits from subscription
revenues as cash is generally received in advance of shipment. Revenues from
subscription products are deferred and recognized as revenues once the product
is shipped. Further, we believe that our book and subscription titles generate
significant recurring demand. We are currently using our significant proprietary
content to build electronic databases and we believe Internet sales will be a
source of future growth for this business.

Our cost of sales includes direct costs associated with product sales. These
costs include printing and binding costs, amortization of plant costs, royalty
expenses, Internet-related technology costs, costs to produce and distribute
patents sold on CD-ROM and paper form and costs associates with patent annuity
payments, primarily wages. The plant costs are amortized over a four-year life
on an accelerated basis. Cost of sales approximated 27% of revenues for the nine
months ended September 30, 1999.

Our operating expenses consist of selling, general and administrative
expenses, depreciation and amortization. Significant individual components
include wages and related benefits, direct mail marketing costs and amortization
of intangible assets. The aggregate cash consideration paid by us to acquire our
businesses since 1997 of $88.3 million was allocated primarily to intangible
assets. The amortization of these assets, as well as amortization from future
acquisitions, will impact our operating results. Operating expenses approximated
62% of revenues for the nine months ended September 30, 1999.

IMPACT OF ACQUISITIONS AND OUTLOOK

A key component of our growth strategy is to pursue acquisitions in
attractive niche markets where opportunities exist to internally grow the
acquired companies' revenues and profitability to achieve operating
efficiencies. Since beginning operations in January 1997, we have completed nine
acquisitions, including five in the intellectual property area and four in the
science and technology information markets. We continue to actively seek
acquisitions that we believe will further our growth and operating strategies.
As we acquire additional companies, our sales mix, market focus, cost structure
and operating leverage may change significantly. Consequently, our historical
and future results of

20
<PAGE>
operations reflect and will reflect the impact of acquisitions, and
period-to-period comparisons may not be meaningful in some respects. Historical
information for companies subsequent to their acquisition may include
integration and other costs that are not expected to continue in the future.

We anticipate an operating loss for the year 2000 as a result of
expenditures we expect to incur in connection with the development and
commercial rollout of our CorporateIntelligence.com web site. In addition, our
sales and operating results will be negatively affected for the first quarter of
2000, and possibly thereafter, as a result of the termination of our
international distribution agreement with Springer Verlag.

RESULTS OF OPERATIONS

COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

REVENUES. In the first nine months of 1999, we had revenues of
$39.9 million compared to revenues of $32.6 million in the first nine months of
1998, an increase of $7.3 million or 22.3%. The increase in revenues is
primarily due to an increase of $2.0 million in book sales at CRC Press; an
increase of $1.9 million in Internet sales at MicroPatent; an increase of
$1.5 million in CRC Press electronic product sales; an increase of $2.1 million
in sales of patents and file histories at Optipat and Faxpat; and revenues of
$1.3 million at Master Data Center. These increases were partly offset by a
decline of $1.2 million at CRC's Auerbach unit, due in part to a transition to a
web-based product line.

COST OF SALES. Cost of sales increased $2.5 million or 30.3% to
$10.6 million in the first nine months of 1999 compared to $8.1 million in the
corresponding period in 1998. Cost of sales expressed as a percentage of
revenues in the first nine months of 1999 increased to 26.6% from 24.9% for the
corresponding period of 1998. The increase in the costs of sales percentage over
the comparable period in 1998 is primarily attributable to the inclusion of
recently acquired businesses, which have lower gross margins than the existing
businesses.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $2.7 million or 14.8% in the first nine months
of 1999, to $20.9 million from $18.2 million for the first nine months of 1998,
principally as a result of operating expenses of businesses acquired in 1999 and
increased personnel costs at CRC Press, due to business growth. Selling, general
and administrative expenses as a percentage of revenues decreased to 52.4% in
the first nine months of 1999, compared with 55.9% in the corresponding 1998
period.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization for the first
nine months of 1999 decreased $0.2 million, or 4.7%, to $3.7 million from
$3.9 million in the corresponding period in 1998, due primarily to decreased
amortization of intangible assets.

SEVERANCE AND SPECIAL BONUSES. Included in the first nine months of 1998 is
a charge of $1.0 million related to severance and special bonuses at a
subsidiary.

INTEREST INCOME. Interest income increased to $1.5 million from
$0.7 million due primarily to interest earned on the proceeds from our initial
public offering.

INCOME TAXES. The provision for income taxes as a percentage of pre-tax
income for the nine months ended September 30, 1999 is 41.1%, which differs from
the statutory rate primarily as a result of non-deductible amortization in
excess of the purchase price over net assets acquired. This compares with an
effective tax rate of 7.7% in the prior year. We did not record a provision for
Federal income taxes in the prior year period due to the reversal of deferred
tax valuation allowances deemed as no longer required.

21
<PAGE>
COMPARISON OF FISCAL YEARS 1998 AND 1997

REVENUES. Revenues increased $11.8 million, or 33.8%, to $46.7 million from
$34.9 million. Revenues at Auerbach and MicroPatent, businesses acquired in
June 1997 and July 1997, respectively, increased by $6.5 million. Domestic book
sales increased by $3.4 million, the adjustments (described in Note 1 to
"Selected Financial Data" included in this prospectus) resulted in an increase
of $4.0 million and other revenues increased by $1.3 million, including revenues
from the Chapman & Hall product lines acquired in August 1998. These increases
were offset by a decrease in international book sales of $3.4 million, due to a
$3.3 million one-time stocking order received from a new international
distributor in early 1997.

COST OF SALES. Cost of sales increased $0.2 million, or 1.9%, to
$11.7 million from $11.5 million. As a percentage of revenues, cost of sales
decreased to 25.1% from 33.0% based on improved gross margins in CRC Press book
publishing operations and higher gross margins of acquired businesses.

OPERATING EXPENSES. Operating expenses increased $3.2 million, or 11.4%, to
$31.2 million from $28.0 million. Operating expenses related to MicroPatent and
Auerbach increased $2.2 million, amortization of intangible assets increased
$1.0 million, direct mail marketing costs increased $1.0 million and all other
operating expenses increased by $1.5 million. These increases were partially
offset by a reduction in costs of $2.5 million associated with the adjustments.

INTEREST INCOME (EXPENSE). Interest income (expense) increased
$1.2 million, to $1.1 million from $(0.1) million, due primarily to interest
earned on the proceeds from the initial public offering.

NET INCOME. Net income increased $9.7 million to $4.8 million, compared to
a loss of $4.9 million. The improvement is due primarily to increased gross
profits of $11.6 million and increased interest income. These increases were
partly offset by the increased operating expenses. We had a nominal provision
for income taxes in 1998 because of the full reversal of deferred tax valuation
allowances.

COMPARISON OF FISCAL YEAR 1997 AND PREDECESSOR FISCAL YEAR 1996

REVENUES. Revenues increased $6.0 million, or 20.9%, to $34.9 million from
$28.9 million. St. Lucie Press, Auerbach and MicroPatent, all the businesses
acquired in 1997, contributed $8.3 million of revenues in 1997. Additionally,
international book sales increased by $3.6 million, primarily due to an initial
stocking order received from a new international distributor. These increases
were partially offset by reduced revenues of $4.0 million related to the
adjustments and other decreases of $1.9 million, due primarily to lower domestic
book sales.

COST OF SALES. Cost of sales increased $2.2 million, or 24.1%, to
$11.5 million from $9.3 million. The acquisitions consummated during 1997
contributed $2.4 million to cost of sales in 1997. The adjustments caused an
increase of $0.4 million and, as a result, increased cost of sales as a
percentage of revenues. These increases were partially offset by reduced costs
of $0.6 million, primarily due to a decrease in book production costs. Excluding
the adjustments, cost of sales as a percentage of revenues decreased from 32.1%
to 28.5% due primarily to lower amortization of plant costs, as well as
reductions in printing and binding costs as a percentage of revenues.

OPERATING EXPENSES. Operating expenses decreased $1.6 million, or 5.5%, to
$28.0 million from $29.6 million due to an impairment of intangible assets of
$10.7 million recorded in 1996 and a reduction in selling, general and
administrative expenses of $2.1 million, primarily related to lower wages, rent
and fulfillment costs. These decreases were partially offset by operating
expenses of $5.7 million from the businesses acquired in 1997, expenses of
$3.6 million related to the adjustments and an increase of $1.9 million related
to amortization of intangible assets.

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<PAGE>
OPERATING INCOME(LOSS). The operating loss decreased $5.4 million or 53.7%,
to $(4.7) million from $(10.1) million due to operating income (excluding the
amortization of intangible assets) from the businesses acquired in 1997 of
$0.6 million, an improvement in operating income of $4.0 million and an increase
of $10.7 million due to the impairment of intangibles recorded in 1996. These
increases were offset in part by an $8.0 million decrease resulting from the
adjustments and a decrease of $1.9 million from higher amortization of
intangible assets.

INTEREST EXPENSE. Interest expense decreased by $0.9 million, or 87.5%, to
$0.1 million from $1.0 million due to reduced long-term obligations of CRC
Press, which had previous borrowings from its parent, The Times Mirror Company.

NET LOSS. The net loss decreased $6.3 million, or 56.3%, to $(4.9) million
from $(11.2) million due to the operating income changes described above,
decreased interest expense and a decrease in income tax expense of
$0.2 million.

RECENT DEVELOPMENTS--YEAR ENDED DECEMBER 31, 1999

In the fourth quarter of 1999, we had revenues of $18.9 million, compared to
revenues of $14.1 million in the fourth quarter of 1998, an increase of $4.8
million or 34.4%. Net income decreased to $2.5 million in the fourth quarter of
1999, or $0.15 per share, from $3.2 million, or $0.19 per share, in the fourth
quarter of 1998. We did not record a provision for federal income taxes in the
fourth quarter of 1998 due to the full reversal of deferred tax valuation
allowances.

In the year ended December 31, 1999, we had revenues of $58.8 million,
compared to $46.7 million in the year ended December 31, 1998, an increase of
$12.1 million or 26.0%. Net income increased to $6.0 million, or $0.36 per
share, from $4.8 million, or $0.28 per share (on a pro forma basis), in the year
ended December 31, 1998. We did not record a provision for federal income taxes
in the year ended December 31, 1999 due to the full reversal of deferred tax
valuation allowances.

LIQUIDITY AND CAPITAL RESOURCES

Prior to August 1998, our financing requirements were funded through cash
generated by operating activities and capital contributions from the founding
stockholders.

In August 1998, we completed an initial public offering of our common stock
to raise funds. On September 24, 1999, we entered into a seven-year revolving
credit facility in an amount not to exceed $50,000,000 initially, including a
$10,000,000 sublimit for the issuance of standby letters of credit. Total
commitments under the credit facility shall be permanently reduced to
$45,000,000 at the end of the third year, $37,500,000 at the end of the fourth
year, $25,000,000 at the end of the fifth year and $12,500,000 at the end of the
sixth year. The proceeds from the credit facility are intended to be used to
fund acquisitions, to meet short-term working capital needs and for general
corporate purposes.

Borrowings under the credit facility bear interest at either the higher of
the bank's prime rate and one-half of 1% in excess of the overnight federal
funds rate plus a margin of 0.50% to 1.25% or the Eurodollar Rate plus a margin
of 1.5% to 2.25% depending on our ratio of indebtedness to earnings before
interest, taxes, depreciation and amortization. We also pay a commitment fee of
0.375% on the unused portion of the credit facility. As of September 30, 1999,
we had no outstanding borrowings under the credit facility.

Under the terms of the credit facility, we are required to maintain
financial ratios related to fixed charge coverage, leverage and interest
coverage, in addition to other covenants. As of September 30, 1999, we were in
compliance with all covenants. The credit facility is secured by a first
priority perfected pledge of all notes and capital stock owned by our
subsidiaries and a first priority perfected security interest in all of our
other assets and the assets of our subsidiaries, subject to exceptions.
Obligations under the credit facility are guaranteed by us and our subsidiaries.
The credit facility also

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prohibits us from incurring some additional indebtedness, limits investments,
mergers or consolidations and restricts substantial asset sales, and dividends.

Cash and cash equivalents totaled $2.9 million at September 30, 1999
compared to $57.3 million at December 31, 1998. Excluding cash and cash
equivalents, we had working capital of $(0.7) million at September 30, 1999
compared to working capital of $0.2 million at December 31, 1998. Since we
receive patent annuity tax payments and subscription payments in advance, our
existing operations are expected to maintain very low or negative working
capital balances, excluding cash. Included in current liabilities at
September 30, 1999 are obligations related to annuity payments and deferred
revenue of approximately $19.7 million.

Cash generated from operating activities was $2.3 million for the nine
months ended September 30, 1999, derived from net income of $3.5 million plus
non-cash charges of $5.5 million less an increase in operating assets, net of
liabilities of $6.7 million. The increase in net operating assets is primarily
the result of increased customer receivables as a result of the businesses
acquired in fiscal 1999, offset by payment of royalties and other expenses
related to book publishing operations.

Cash used in investing activities was $55.7 million for the nine months
ended September 30, 1999 due to acquisition costs of $53.4 million and capital
expenditures, including pre-publication costs, of $2.3 million. Excluding
acquisitions of businesses and titles, our existing operations are not capital
intensive.

Cash used in financing activities was $1.0 million for the nine months ended
September 30, 1999, primarily related to payments of $0.2 million on
approximately $2.8 million of capitalized lease obligations and $0.9 of fees
associated with the new credit facility. We have no outstanding debt obligations
at September 30, 1999 related to the new credit facility.

We believe that funds generated by operations, together with cash on hand
and borrowings available under our current credit facility will be sufficient to
fund the cash requirements of our existing operations for the foreseeable
future. We currently have no commitments for material capital expenditures. For
the year 2000, we expect to incur expenditures ranging between $20 to
25 million in connection with the rollout of CorporateIntelligence.com. Our
actual expenditures may vary depending on the timing of the commercial rollout,
the development and integration of the databases, the hiring of additional
technical staff and market acceptance of this website as well as other factors.

We will use net proceeds from this offering for the development and
marketing of our CorporateIntelligence.com web site, working capital, general
corporate purposes and acquisitions. We do not have any agreements, arrangements
or understandings with respect to any prospective material acquisitions. Pending
such uses, the net proceeds will be invested in short-term, investment grade
securities.

SEASONALITY

Our business is somewhat seasonal, with revenues typically reaching slightly
higher levels during the third and fourth quarters of each calendar year, based
on historical publication schedules. In 1998, 30% of our revenues were generated
during the fourth quarter with the first, second and third quarters accounting
for 23%, 22% and 25% of revenues, respectively. In addition, we may experience
fluctuation in revenues from period to period based on the timing of
acquisitions and new product launches.

YEAR 2000 COMPLIANCE

The Year 2000 issue is the result of computer systems that use two digits
rather than four to define the applicable year, which may prevent such systems
from accurately processing dates ending in the Year 2000 and after. This could
result in system failures or in miscalculations causing a disruption of
operations, including, but not limited to, an inability to process transactions,
to send and receive

24
<PAGE>
electronic data, or to engage in routine business activities and operations. We
did not incur significant cost to address the Year 2000 issue. Although we have
not experienced any material problems with the Year 2000 issue, the Year 2000
issue could cause disruptions in our business. We do not anticipate any
problems, however, we cannot ensure against all potential Year 2000 problems
that might originate with third parties.

EFFECTS OF INFLATION

We believe that inflation has not had a material impact on the results of
operations presented herein.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

During the first quarter of fiscal 1999, we adopted the provisions of
Statement of Financial Accounting Standards No. 132, "Employer's Disclosures
about Pensions and Other Postretirement Benefits," which requires additional
disclosures relating to a company's pension and postretirement benefit plans for
fiscal years beginning after December 15, 1998. Adoption of the new standard did
not result in any change in our current disclosure requirements.

In June 1999, the Financial Accounting Standards Board issued Statement
No. 137, "Accounting for Derivative Instruments and Hedging Activities--Deferral
of the Effective Date of FASB Statement No. 133." The Statement defers for one
year the effective date of FASB Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which establishes accounting and reporting
standards for derivative instruments and for hedging activities. The rule will
now apply to all fiscal quarters of all fiscal years beginning after June 15,
2000. In our opinion, adoption of this new accounting standard will not have any
impact on our consolidated financial position or results of operations.

MARKET RISKS

We may be subject to market risks arising from changes in interest rates.
Our primary interest rate exposure results from changes in the Eurodollar or the
prime rate which are used to determine the interest rate applicable to
borrowings under our credit facility. We currently have no borrowing outstanding
under this facility.

We do not use financial instruments for trading or other speculative
purposes.

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BUSINESS

OVERVIEW

Our intellectual property businesses provide a broad array of databases,
information products and complementary services for intellectual property
professionals. We entered the intellectual property business in July 1997 by
acquiring MicroPatent, which supplies patent information via the Internet and on
CD-ROM. Since then, we have focused on the development and expansion of this
business, primarily through Internet-based products. In January and July 1999,
we acquired Optipat, Inc. and Faxpat, Inc., respectively, which provide print
and Internet-delivered patent information to the legal and corporate markets. In
August 1999, we acquired Master Data Center, Inc. which provides specialized
intellectual property services and software. In September 1999, we acquired the
Corporate Intelligence business of Innovator Corporation and formed a new
Internet-focused business unit, CorporateIntelligence.com. We have grown
internally primarily through the sale of Internet-based products, which
accounted for approximately 40% of our total intellectual property revenues for
the nine months ended September 30, 1999. Our value-added patent information
service is used by many of the largest technology, pharmaceutical, chemical and
industrial companies in the world as well as most of the major intellectual
property law firms. Our customers include over 50% of the top 100 U.S. patent
filers of 1998. We intend to leverage our existing client relationships to
support the development of our new products and services in the intellectual
property market.

Our CRC Press unit, acquired in January 1997 from The Times Mirror Company,
provides information products to professionals in the scientific and technology
markets. CRC Press, with a 97-year history, has established leading positions in
several niche markets. In the first half of 1997, we acquired and combined with
CRC Press: St. Lucie Press, Inc., a publisher of professional titles and
Auerbach Publications, a provider of technology-oriented print and electronic
subscription based products. In August 1998, CRC Press acquired the
mathematics/statistics and chemical product lines of Chapman & Hall. Many of
these products, including THE HANDBOOK OF CHEMISTRY AND PHYSICS (currently in
its 80(th) edition), are produced in multiple media, including books, CD-ROMs,
and electronic and web-based databases. We have significant proprietary content,
including a library of over 4,000 previously published titles, which generate
substantial recurring demand. CRC Press' subscription products target end-users
with essential information and represent a stable source of revenues. We are
currently using our proprietary content to build electronic databases and we are
looking at Internet sales as a future source of growth.

MARKETS

INTELLECTUAL PROPERTY INFORMATION AND SERVICES

The intellectual property markets are large, dynamic and growing. The
intellectual property market overall continues to expand rapidly. Growth will
continue to be fueled by increasing awareness of intellectual property as a
corporate asset, greater enforcement of intellectual property rights on a
worldwide basis, increasing intellectual property filings and the
ever-increasing pace of innovation. For example, the United States Patent and
Trademark Office (USPTO) issued over 160,000 patents in 1998, compared to less
than 120,000 just three years prior and more than double that of ten years ago.

26
<PAGE>
PATENT INFORMATION

We estimate that the current annual revenue for search and retrieval of
patent information approximates $250-$300 million. This market includes: primary
information, which is the actual full text and images of patent documents, and
secondary information, which consists of abstracts and indexes of patent
information. While the market for secondary information is the larger component
of the patent information market, we believe it is growing at a slower rate than
the market for primary information. The market for primary information is
growing rapidly, due primarily to advances in technology which decrease the
value of abstracting and indexing services. We believe that we are the largest
commercial provider of primary patent information on a worldwide basis.

Historically, patent information was researched using secondary information
providers, due to the complexity of finding and reviewing lengthy and
complicated patent documents from diverse sources. The primary information
market began in earnest with the advent of the CD-ROM, which enabled the viewing
of actual patent images. The subsequent development of sophisticated search
software and the Internet have created significant growth and substantial
opportunities in the primary information segment.

The ability to search millions of patent documents, including both
bibliographic and full text data, and to retrieve and download the actual
patents, has blurred the line between the primary and secondary information
markets. Today, much of the value added by the abstracting and indexing services
can be replicated by technology, generally at a much lower cost.

TRADEMARK INFORMATION

We estimate the current annual revenue for trademark information at
approximately $200 million. The vast majority of revenue in this market is
derived from "full searches" of trademark databases. Traditionally, a full
trademark search involves the use of a trademark search company, which employs
researchers to review federal, state and common law usage of names. The
researchers typically use a combination of electronic databases of information,
supplemented by manual reviews of common law sources such as business
directories. The cost of a search is generally in excess of $500, with a large
written report of the results available in one to four days.

The market for pure electronic searching has been small, due primarily to
the difficulty in establishing comprehensive databases of state and common law
data. Electronic searches have historically been used only as "screening" tools
in advance of getting a full search. To our knowledge, only two other
comprehensive state databases exist and no comprehensive common law databases
exist.

Today, we derive a small amount of revenue from the trademark information
market, primarily from the use of our U.S. federal trademark file on the
Internet. However, for the last two years, we have been constructing a
comprehensive U.S. state database, which is expected to be completed in the year
2000. We are also developing an electronic common law trademark search
capability, which we also expect to complete in the year 2000.

PATENT LICENSING MARKET

Based on industry sources, we estimate that the current market for licensing
patent rights exceeds $100 billion. We believe the potential market is much
larger since most companies fail to take advantage of their own intellectual
property assets. BTG International plc, a leading technology transfer company,
commissioned a survey in 1998 that found one-third of U.S. companies' patents
are not utilized. BTG estimated the potential commercial value of such unused
patents to be $115 billion. This implies that a more efficient, better-utilized
licensing market could grow far beyond its current size.

The market features a large and disparate group of participants,
representing buyers, sellers and agents for intellectual property rights. The
patent licensing market today operates in a series of mostly

27
<PAGE>
informal networks that result in individual licensing transactions. Typically, a
technology owner, either in a research institution or commercial organization,
will license rights to a buyer. In return, the technology owner receives either
an up-front cash payment or a royalty based on future product sales.

The most common methods of bringing buyers and sellers together include:

- Personal relationships among researchers and corporations;

- In-house knowledge of participants in a particular industry or market;

- Participation in industry conferences and meetings;

- Print and broadcast media;

- Use of commercial databases, which contain generic information about
companies in a given industry; or

- Mass mailings to companies in the relevant area.

We believe the current system has numerous inefficiencies that result in
most available technologies not being licensed. Buyers remain without a
mechanism that enables them to monitor available technologies in their
respective areas of interest. Buyers also lack the ability to monitor all
possible researchers and inventions in their industries. Technology owners have
no easy way to target all relevant buyers of a particular technology. The sheer
volume of technologies in a given field makes analysis and identification of
relevant items extremely difficult.

We believe that a substantial e-commerce opportunity exists to provide a
centralized marketplace for patent licensing activities. The market remains
largely untapped at this point, with several start-ups recently entering the
marketplace. A robust database, a sufficient number of participants and
appropriate search software can eliminate a great deal of inefficiency currently
existing in the market. We believe that CorporateIntelligence.com has a unique
opportunity in this area based on our existing relationships with major market
participants and the substantial Internet traffic accessing our existing
information services.

SCIENTIFIC AND TECHNOLOGY INFORMATION

We currently provide information products in selected niches of the
professional information market. Our products generally fall into the science,
technology and medical area, a market estimated at $6.8 billion by Veronis,
Suhler & Associates. The market is global in nature and has achieved
consistently solid growth over the past decade. We believe the market will
continue to experience increased information needs based on several factors,
including:

- Constantly increasing complexity within scientific research;

- Increasing globalization of scientific, technical and medical markets;

- Technological advancements that enable greater distribution of content;
and

- Impact of the Internet, such as e-books, downloading and site licensing.

The market has hundreds of niche information areas and individual titles are
generally unique. As a result there is often little competition for specific
titles. We target end-users, mostly professionals, with high-end specialized
information products. Our information products are focused in areas with
significant numbers of end-users, such as chemists, engineers, mathematicians,
technology professionals and environmental scientists. These end-users are
generally not price sensitive due to the critical nature of the information.

Historically, the market has been geared toward print products, including
books, journals and newsletters. We expect electronic products to significantly
increase in importance. The nature of the

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content in our markets, such as chemical and engineering information, is well
suited to database development and Internet distribution.

PRODUCTS

INTELLECTUAL PROPERTY INFORMATION

The businesses that will comprise CorporateIntelligence.com provided
approximately 26% of our consolidated revenues in the nine months ended
September 30, 1999. We expect these revenues to increase significantly as a
percentage of our consolidated revenues in year 2000.

PATENT INFORMATION SERVICES

We believe we offer the most comprehensive primary patent information
service in the world, with access to over 33 million patent documents in digital
format. To support the information assets, we have developed sophisticated
search and retrieval software and various tools that facilitate research and
management of patent information. Our patent collection includes all patents
ever issued by the USPTO and the European Patent Office (EPO), as well as patent
documents from the World Intellectual Property Organization (WIPO) and Japanese
Patent Office (JPO). We also provide access to a special collection of patents
covering over 50 additional countries. Searching patent information can be done
using bibliographic data, or, for a substantial portion of the collection, the
full text of the patent documents. We believe we have more full text content
than any other patent database, including the only searchable database of full
text WIPO documents in the world. Specific product offerings include:

- TOPS (Total Optimized Patent Solution)--TOPS is an Internet-based site
license allowing corporations unlimited access to our patent database on a
global basis. The product is sold as an annual subscription at a current
cost of $85,000 per year. We also sell a more limited version (Mini-TOPS),
which provides single site access for $35,000 per year.

- WPS (Worldwide Patent Search) and WPS Full Text--WPS is an Internet-based
search product which allows a user to search the database using
bibliographic data ($2,500 per year) or full text data ($7,500 per year).

- Downloads--We allow non-TOPS subscribers to download individual patents
over the Internet for $4.95 per patent, or $8.95 for patents in our
"special collection".

- Custom intellectual property solutions--We also offer customized in-house
patent installations, which may include specified databases, software and
update capabilities. An example would be a customized, Lotus Notes-based
searchable patent database installed on a corporate Intranet.

We also provide various tools that facilitate the research and management of
patent information. There are a number of small online providers of primary
patent information, and we believe opportunities exist for us to provide
wholesale services to these online providers. We recently signed an agreement
with a major online information provider to fulfill patent document sales
generated by its site. We are in discussions, and expect to reach similar
agreements, with other online providers.

ADDITIONAL PATENT-RELATED SERVICES

- Patent Annuity Payments--Our Master Data Center unit offers a service that
organizes and assists owners of intellectual property, including corporate
and legal clients, with the payments of patent annuities on a worldwide
basis. Due to the fact that the rules for filing and maintaining patents
are fairly complex and vary among the various patent authorities around
the world, owners of intellectual property in domestic and foreign
markets, including many major corporation and law firms, use service
providers to track filing and payment requirements and to

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make these payments on their behalf. The service is priced on a per
payment basis, with cash received from customers in advance of applicable
payment dates. The service is a full service offering, including the
purchase of foreign currencies. We currently make approximately 200,000
patent payments per year. The service is supported by a proprietary
database that includes the current rules for filing and maintenance of
patents in every major patent jurisdiction in the world.

- Patent Management Software--We sell software in the corporate and legal
markets which enables customers to manage, track and report intellectual
property.

- Patent CD-ROMs--We offer patents on CD-ROM on a subscription basis, such
as annual USPTO and EPO patent files. We also sell backfiles of historical
data and collections of specialized data on CD-ROM. Our CD-ROM customers
continue to migrate to Internet products.

- Patent Documents and File Histories--We also sell patent documents and
file histories (copies of the examiner's file on a patent) in paper
form via mail or fax. A portion of these orders are placed over the
Internet.

TRADEMARK INFORMATION AND SERVICES

Trademark.com is currently in development and, when completed, we believe it
will be the only product available that will enable a full trademark search
performed via the Internet. Today we offer the ability to search an enhanced
USPTO federal file over the Internet. Within the next several months, we expect
to release a database covering trademarks in all 50 U.S. states. We believe
there are only two other U.S. state databases in existence today. We also intend
to provide users the ability to search common law trademark databases. The
common law data will include both directory information (for example, yellow
pages, Thomas Register, Dun & Bradstreet) and a comprehensive Internet search.

We believe the ability to perform a full search over the Internet may enable
us to transform the $200 million trademark search market to a much faster and
less expensive product than the legacy-based paper services offered in the
market today.

In addition to Trademark.com, we currently sell software in the corporate
and legal markets which enables customers to manage, track and report
intellectual property.

PATENT LICENSING

We are currently developing a module that will provide a marketplace for
patent holders and qualified buyers. The site will include both Internet
licensing of patent rights and a service to facilitate more complex licensing
transactions. Building on our established base of intellectual property market
customers, we will seek to increase traffic by adding content and services
including a customized intellectual property news service, a patent notification
service, intellectual property market job postings, patent attorney listings,
patent filing information and government forms.

Revenue from patent licensing services will be derived both from listing
fees charged to patent holders and searching fees charged to qualified buyers.
Initial listings will be provided free of charge as we build a critical mass of
available patents. We intend at a later point to charge transaction fees for
licensing transactions completed via our service. We do not anticipate the sale
of advertising to any significant degree.

Many of the potential market participants in patent licensing are already
our customers. We believe CorporateIntelligence.com will be the first
professional portal for the intellectual property community.

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ADDITIONAL SITE CONTENT

In addition to information products and licensing services, we will feature
numerous services that will increase traffic and repeat visitors. These services
will include a combination of free and pay services. We will offer real time
news covering all intellectual property sectors. The news will be keyword
searchable and will also offer a service to have customized news delivered via
e-mail. A patent and trademark notification service will be available, which
will alert users to new patents and trademarks added to the database which match
keywords entered by the user during registration. We intend to maintain an
employment database of positions related to intellectual property law and
research and development. We also intend to offer audio broadcasts with industry
leaders on a regular basis and a public forum for moderated industry
discussions. A searchable database of intellectual property law firms will be
provided, as well as selected regulatory information related to the industry. In
addition, the site will serve as a vertical search engine, "spidering" content
from other web sites related to the intellectual property market.

SCIENTIFIC AND TECHNOLOGY INFORMATION

The scientific and technology information products of our CRC Press unit
provided approximately 74% of our consolidated revenues in the nine months ended
September 30, 1999. These products are expected to decrease as a percentage of
revenues in year 2000.

BOOK PUBLISHING

Currently, the majority of our revenues in the scientific and technology
market are derived from book publishing. We have an extensive backlist of over
4,000 titles, which generates substantial recurring demand. Over each of the
past three years, approximately two-thirds of our book sales have been derived
from backlist sales. In addition, we have aggressively increased our frontlist
publishing programs. We published 404 new titles in 1999 and expect to publish
approximately 450 new titles in 2000. This compares to 282 titles in 1998. CRC
Press publishes primarily in the following areas:

- Life sciences (biology, neurology, pathology, ecology, forensics, food
science, marine science);

- Hard sciences (chemistry, physics, mathematics, statistics, engineering);

- Environmental sciences; and

- Information technology and business.

Life sciences and hard sciences combined provide approximately three-fourths
of our backlist titles and a similar percentage of our annual book revenues. We
have strong market positions in chemistry, mathematics, statistics, engineering
and environmental science. We publish some of the most recognizable titles in
their respective fields, including:

- THE HANDBOOK OF CHEMISTRY AND PHYSICS

- STANDARD MATHEMATICAL TABLES AND FORMULAE

- CRC HANDBOOK OF HUMAN TOXICOLOGY

- PRACTICAL HOMICIDE INVESTIGATION

- MANAHAN'S ENVIRONMENTAL CHEMISTRY

- ENVIRONMENTAL ENGINEERING HANDBOOK

- ELECTRICAL ENGINEERING HANDBOOK

- PAIN MANAGEMENT

- TECHNICAL ANALYSIS OF STOCK TRENDS

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Our books are generally technical in nature with a practitioner-oriented
approach. By targeting professional end-users with high-end information products
we are able to achieve premium pricing for our products. The average retail
selling price for a CRC Press book is approximately $80. Over the past several
years, CRC Press has sold on average 1,100 units per title. Sales tend to be
weighted toward the first two years following release and a typical book sells
over a 4-5 year period in total. We do have titles that sell for much longer
periods, as well as titles that have annual editions.

SUBSCRIPTION SERVICES

CRC Press also offers numerous subscription-based products in the following
areas:

- Newsletters--Our Food Chemical News division serves the food and chemical
industries with six newsletters and two food science guides, available in
print and electronic formats. These products command premium pricing and
have aggregate renewal rates of approximately 70%. The flagship product,
Food Chemical News-Registered Trademark-, has been a leading source of
information to the food industry for over 38 years.

- Journals--CRC Press currently publishes 17 journals, including both
primary journals of original research and secondary journals that
summarize professional literature in selected scientific areas. The
journal program is concentrated in areas where we have strong book
publishing programs and provides synergy with respect to marketing and
editorial functions. Aggregate renewal rates for journals approximate 85%.

- Technology Services--Under our Auerbach imprint we provide high-level
information products for the information technology market. Our products
in this area are available over the Internet, both through CRC Press and
Earthweb, on CD-ROM and in printed form. Our print products include
journals, newsletters and annual handbooks. Some of our titles in this
area include Journal of Information Systems Management, Handbook of MIS
Management, Auerbach Information Management Series and IT Knowledgebase.

- Electronic Databases--We produce numerous electronic databases that are
available on a site license basis or on CD-ROM. Our database products are
focused in areas where we have significant proprietary content such as
chemistry, food chemistry and information technology and engineering. Our
existing products include chemical dictionaries covering areas such as
natural products, organic compounds and inorganic compounds. We also have
electronic versions of major print products, such as the HANDBOOK OF
CHEMISTRY AND PHYSICS, available over the Internet or on CD-ROM. We are
currently developing Internet-based electronic products in areas such as
engineering and food chemistry.

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<PAGE>
CUSTOMERS

INTELLECTUAL PROPERTY

We have long-standing relationships with the largest corporate and legal
intellectual property market participants. We have approximately 7,000 customers
for our information products, 300 users of our patent annuity payment services
and 600 users of our management software.

Our customers include major corporations in all major industries, with
particular concentration in the chemical, pharmaceutical, technology,
manufacturing and packaged goods areas. In addition to the corporate customer
base, our customers include the majority of the major intellectual property law
firms in the U.S. Major customers include:

3M
Abbott Laboratories
American Home Products
Astra AB
Bristol Meyers Squibb
Dow Chemical
Eastman Kodak
Eaton
Exxon Mobil
Ford
General Motors
Glaxo Wellcome
Goodyear
Hewlett Packard
Hitachi
Hoechst Marion Roussel
Honeywell
IBM
Johnson & Johnson
Kimberly-Clark
Matsushita
Motorola
Nokia
Pfizer
Philips NV
Procter & Gamble
Seagate
SmithKline Beecham
TRW
Unilever
United Technologies
Volvo

We have approximately 60 intellectual property customers contributing over
$50,000 in revenue per annum, although no individual customer provides a
significant percentage of our revenue.

SCIENTIFIC AND TECHNOLOGY INFORMATION

Our customers in this area are primarily professional end-users, including
chemists, mathematicians, engineers, biologists and information technology
professionals. Our customers are primarily based in corporations, with
additional sales being made to individuals in academic settings, such as
research institutions. We maintain extensive in-house lists of professionals and
academics in the fields and niches in which we publish.

In addition to individuals, we sell products to virtually all major
distributors which serve our areas of focus. We also sell products to
broad-based retailers, including Internet distributors. Significant customers
include:

<TABLE>
<S> <C> <C>
Amazon.com Blackwell Scientific Login Brothers
Baker & Taylor Ingram Taylor & Francis
Barnes & Noble J.A. Majors
</TABLE>

No individual customer provides a significant percentage our revenues. Prior
to January 2000, Springer Verlag was the exclusive distributor of some CRC Press
products outside of North America. That distribution agreement was terminated in
January 2000 and we now handle all international distribution internally.
Springer Verlag accounted for approximately 9% of our consolidated revenues for
the year ended December 31, 1998. The percentage of our revenues derived from
sales to Springer Verlag was lower in 1999 than it was in 1998.

SALES, MARKETING AND DISTRIBUTION

Our intellectual property products and services sales are made primarily
through an in-house sales force with offices in the United States and the United
Kingdom. Prospects are identified through

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referrals from existing customers, referrals from patent and trademark offices,
leads from trade shows and information requests from sources such as the
Internet. Additional international sales are made through a network of
distributors. The anticipated commercial rollout of our
CorporateIntelligence.com web site by the end of the year 2000 will entail a
comprehensive promotional and marketing campaign. Our plan includes the
marketing of our web site through a combination of an increased sales force and
trade shows and other promotional vehicles.

Our scientific and technology products are sold primarily through direct
response marketing. We have an in-house creative services and direct marketing
group which designs, manages, and produces cost-effective direct mail campaigns
and other promotional support programs. We utilize our extensive in-house lists
of book buyers, supplemented by lists from professional societies and list
management companies. In 1999, we produced in excess of 1,000 promotional
campaigns and mailed in excess of 1,000,000 direct mail pieces per month on
average.

We also have a small, well-experienced sales force for professional book
sales to academic and specialty bookstores, wholesalers, catalogers and
associations, as well as sales of site licenses to corporations and academic
institutions.

COMPETITION

PATENT INFORMATION MARKET

We believe we are the largest commercial provider of primary patent
information. Competition in this area comes primarily from patent and trademark
offices, particularly the USPTO and the EPO. Both offer useful, low-end patent
services, primarily geared toward academic users. Patent office products tend to
be most useful for those trying to obtain a specific patent, but are generally
less useful for research and high-end corporate and legal applications. In
addition, IBM offers a patent service over the Internet.

Traditional secondary information providers include Derwent Information, a
unit of the Thomson Corporation, and the Chemical Abstract Service (CAS) of the
American Chemical Society. These companies have significant revenues in
abstracting and indexing services, but are not major factors in the primary
information sector. Derwent recently discontinued its primary patent Internet
product.

TRADEMARK INFORMATION MARKET

The traditional full search trademark market is dominated by Thomson &
Thomson, a unit of the Thomson Corporation. The only other significant
participant is Trademark Research Corporation, a unit of Wolters Kluwer. These
businesses derive the vast majority of revenues from paper-based trademark
searches. Thomson & Thomson offers a limited capability electronic search
product, which is marketed as a "screening search" tool.

INTELLECTUAL PROPERTY E-COMMERCE

There have been a number of recently launched web sites attempting to
provide a market for buyers and sellers of intellectual property rights,
including yet2.com and pl-x.com. We believe these start-ups have little revenue.
These businesses do not have long-established customer relations in the
intellectual property field, significant expertise in intellectual property
products and services, or additional products and services required by users
such as our information products. It appears that yet2.com is attempting to
develop a marketplace for licensing existing technologies, with the hope of
receiving transaction fees for deals completed using their service. Pl-x.com has
an affiliation with Ernst & Young and is primarily an auction site for patent
rights. There are numerous additional start-ups in this area including Techex,
which focuses on the life science market, and IPNetwork, which hopes to develop
a "community" site including patent auction services.

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<PAGE>
PATENT ANNUITY PAYMENT SERVICES

We believe we are the largest provider of patent annuity payment services in
the United States, with over 200,000 annuity payments per annum. Computer
Packages, Inc. is the only significant competitor in the U.S. C.P.A. is the
leading provider of annuity payments in Europe, followed by Dennemeyer. We
believe we are the leading provider of intellectual property management
software. This market is relatively small and fragmented.

SCIENTIFIC AND TECHNOLOGY INFORMATION

This market is very large with numerous competitors. While there is
competition for sales in a given area or niche, products are generally unique
titles sold on an individual basis. We also compete for the signing of
significant authors. Our primary competitors in this area include John Wiley,
McGraw-Hill and Academic Press, a unit of Harcourt General. These competitors
are larger and have greater resources than we do. In addition, due to the large
number of market niches, we also compete with numerous small publishers.

INTELLECTUAL PROPERTY

We regard our trademarks, copyrights, domain names, trade secrets and
similar intellectual property as valuable assets and rely upon trademark and
copyright laws, as well as confidentiality agreements with employees and others,
to protect our rights. We pursue the registration of material trademarks and
copyrights in the United States and, depending upon use, in some other
countries. We believe we own or license all intellectual property rights
necessary to conduct our business. To the best of the our knowledge, there are
no threatened or pending legal proceedings or claims related to our intellectual
property that are likely to have, individually or in the aggregate, a material
adverse effect on our business, financial condition or results of operations.

ENVIRONMENTAL MATTERS

We believe that our operations are in compliance with all applicable
foreign, federal, state and local environmental laws, as well as all laws and
regulations relating to worker health and safety.

FACILITIES

We lease office space in East Haven, Connecticut; Washington, D.C.; Boca
Raton, Florida; New York, New York; Stamford, Connecticut; Southfield, Michigan;
and London, England under leases expiring in 2001, 2002, 2006, 2002, 2003, 2000
and 2005, respectively. We have contracts with third parties for warehousing and
distribution services in Lynn, Missouri and Letchworth, England. We do not own
any real property. We believe that our properties, taken as a whole, are in good
operating condition and are suitable and adequate for our current business
operations, and that suitable additional or alternative space will be available
at commercially reasonable terms for future expansion.

EMPLOYEES AND LABOR RELATIONS

As of December 31, 1999, we had approximately 375 employees, consisting of
360 employees in the United States and 15 employees based in England. No
employees are covered by collective bargaining agreements with labor unions. We
believe that relations with our employees are good.

LEGAL PROCEEDINGS

Mason P. Slaine, our President and Chief Executive Officer, and Michael E.
Danziger, a director of our company, are shareholders, officers and directors of
Rand Publishing Company Inc. (Rand), a private holding company that has made
investments in the publishing industry, and were defendants in

35
<PAGE>
a lawsuit alleging that Mr. Slaine breached his fiduciary duty to some other
investors and usurped corporate opportunities available to Rand by investing in
our company and by participating in the acquisition by our company of various
businesses. On December 2, 1998, Rand and Mr. Slaine filed a motion to dismiss
the Rand investors' complaint against them. The court granted the motion on
November 3, 1999 on the grounds that the plaintiffs had not alleged with
particularity the efforts, if any, they had made to compel the board of
directors of Rand to initiate these derivative claims in the first instance. The
motion was granted with leave to plaintiffs to serve an amended complaint
setting forth in detail the reasons why such demand on the Rand board would have
been futile.

In addition, we are involved in litigation that has arisen in the ordinary
course of business. We do not expect any of these matters, either individually
or in the aggregate, to cause a material adverse effect on our financial
condition or results of operations.

INSURANCE

We maintain general liability and property insurance and an umbrella and
excess liability policy in amounts we consider adequate and customary for a
business of our kind. However, we cannot guarantee that future claims will not
exceed insurance coverage.

36
<PAGE>
MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

Set forth below are the names, ages and positions of our executive officers
and directors as of February 11, 2000.

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- -------------------- --------
<S> <C> <C>
Mason P. Slaine........................... 46 President, Chief Executive Officer and
Director

Vincent A. Chippari....................... 39 Executive Vice President and Chief
Financial Officer

Mark Clinton.............................. 40 President, Master Data Center

Norman R. Snesil.......................... 56 President and Chief Executive,
CRC Press LLC

Steven Wolfson............................ 55 President, MicroPatent LLC

Michael E. Danziger....................... 41 Director

David R. Haas............................. 58 Director

Sidney Lapidus............................ 61 Director

David E. Libowitz......................... 37 Director
</TABLE>

Set forth below are the present principal occupation and employment
background of each of our executive officers and directors.

MASON P. SLAINE has been our President, Chief Executive Officer and a
director since December 1996. Since 1993, Mr. Slaine has been President of Rand
Publishing Company Inc., a small holding company that has made investments in
the publishing industry. From 1994 to 1996, Mr. Slaine served as President of
Thomson Financial, a division of the Thomson Corporation that provides financial
information, research, analysis and software products worldwide. From 1993 to
1994, he served as President of Thomson Financial Publishing, a division of
Thomson Financial.

VINCENT A. CHIPPARI has been our Executive Vice President and Chief
Financial Officer since January 1998. From 1990 to 1996, Mr. Chippari was Chief
Financial Officer of Thomson Business Information, which serves the global
scientific, medical, intellectual property, technical and general reference
markets. From 1996 to 1997, he was Executive Vice President, Operations, of
Thomson Intellectual Property/Automotive Group, as well as General Manager of
its Derwent Information North America unit, a patent and scientific information
business.

MARK CLINTON has been President of Master Data Center since December 1995.
He has held senior management positions at Master Data Center since 1991. Prior
to joining Master Data Center, he was a consultant with Andersen Consulting for
eight years, reaching the position of senior manager.

NORMAN R. SNESIL has been President and Chief Executive Officer of our CRC
Press unit since May 1999. From 1998 to 1999, he was President of Q.E.P.
Co., Inc. From 1996 to 1998, he was President of Continental Graphics Company.
From 1990 to 1996, Mr. Snesil was President and CEO of Thomson Healthcare, the
medical information unit of Thomson.

STEVEN WOLFSON has been President of our MicroPatent unit since July 1997.
From 1996 to 1997, Mr. Wolfson was Vice President and Chief Financial Officer of
MicroPatent's predecessor. From 1994 to 1996, he was Vice President and Chief
Financial Officer of American Banker, a financial information

37
<PAGE>
publishing company. From 1993 to 1994, Mr. Wolfson was an independent consultant
in the financial and administrative fields.

MICHAEL E. DANZIGER has been a director of our company since July 1998. He
is currently a consultant in the information and publishing field. From 1991 to
1999, Mr. Danziger was Chairman of Thomson Financial's Database Group, a
division of Thomson which provides financial information, products and services.
Since 1993, he has also been an executive officer of Rand.

DAVID R. HAAS has been a director of our company since July 1998. Mr. Haas
has been a financial consultant in the entertainment and communications
industries since 1995. From 1990 until 1994, he was Senior Vice President and
Controller of Time Warner, a leading media and entertainment company. He is
currently a director of TODD-AO Corporation.

SIDNEY LAPIDUS has been a director of our company since December 1996.
Mr. Lapidus has been a General Partner of Warburg, Pincus & Co. and a Member and
Managing Director of E.M. Warburg, Pincus & Co., LLC or its predecessors since
January 1982, where he has been employed since 1967. He is currently a director
of Caribiner International, Inc., Grubb and Ellis Company, Radio Unica
Communications Corp., Lennar Corporation, Four Media Company and several
privately held companies.

DAVID E. LIBOWITZ has been a director of our company since December 1996.
Mr. Libowitz is a General Partner of Warburg Pincus & Co. and a Member and
Managing Director of E.M. Warburg, Pincus & Co., LLC, where he has been employed
since July 1991. He is currently a director of Caribiner International, Inc. and
Four Media Company.

Each director serves until the expiration of his term and thereafter until
his successor is duly elected and qualified. Our executive officers are elected
by the Board of Directors and hold office until their successors are duly
elected and qualified or until their earlier resignation or removal from office.

38
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information, as of February 18, 2000
regarding the beneficial ownership of common stock by each stockholder who is
known by us to own more than 5% of the outstanding shares of common stock, each
of our directors and executive officers and all of the directors and executive
officers as a group.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED(1)
------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER PERCENT
- ------------------------------------ ---------- --------
<S> <C> <C>
Warburg, Pincus Ventures, L.P.(2)
466 Lexington Avenue
New York, New York 10017.................................. 9,802,074 57.8%
GeoCapital LLC(3)
767 Fifth Avenue, 45th Floor
New York, New York 10153-4590............................. 1,000,200 5.9
J. & W. Seligman & Co. Incorporated(4)
100 Park Avenue
New York, New York 10017.................................. 938,515 5.5
Westfield Capital Management Co., Inc.(5)
One Financial Center
Boston, Massachusetts 02111............................... 904,420 5.3
Mason P. Slaine
2777 Summer Street, Suite 209
Stamford, Connecticut 06905............................... 2,224,063 13.1
Vincent A. Chippari(6)...................................... 34,722 *
Mark Clinton................................................ 0 *
Norman R. Snesil............................................ 0 *
Steven Wolfson(7)........................................... 3,604 *
Michael E. Danziger(8)...................................... 91,934 *
David R. Haas(8)............................................ 6,808 *
Sidney Lapidus(9)........................................... 9,802,074 57.8
David E. Libowitz(9)........................................ 9,802,074 57.8
All directors and executive officers, as a group (nine
persons).................................................. 12,163,205 71.8
</TABLE>

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

* Less than 1%.

(1) Pursuant to the regulations of the SEC, shares are deemed to be
"beneficially owned" by a person if such person directly or indirectly has
or shares the power to vote or dispose of such shares, whether or not such
person has any pecuniary interest in such shares, or the right to acquire
the power to vote or dispose of such shares within 60 days, including any
right to acquire through the exercise of any option, warrant or right.

(2) The sole general partner of Warburg Pincus is Warburg, Pincus & Co., a New
York general partnership. E.M. Warburg, Pincus & Co., LLC, a New York
limited liability company, manages Warburg Pincus & Co. and may be deemed to
control both entities. Lionel I. Pincus is the Managing Partner of Warburg
Pincus & Co. and the Managing Member of E.M. Warburg, Pincus & Co., LLC.

(3) Based upon information disclosed in Schedule 13-G filed February 8, 2000.

(4) Based upon information disclosed in Schedule 13-G filed February 10, 2000.

(5) Based upon information disclosed in Schedule 13-G filed February 10, 2000.

(6) Includes 34,722 shares issuable upon exercise of options that are vested and
exercisable.

(7) Includes 2,604 shares issuable upon exercise of options that are vested and
exercisable.

(8) Includes 2,328 shares issuable upon exercise of options that are vested and
exercisable.

(9) All shares indicated as beneficially owned by Mr. Lapidus and Mr. Libowitz
are owned by Warburg Pincus and are included because of their affiliation
with Warburg Pincus. Both of them are Members and Managing Directors of E.M.
Warburg, Pincus & Co., LLC and General Partners of Warburg Pincus & Co.
Messrs. Lapidus and Libowitz disclaim beneficial ownership of the shares
owned by Warburg Pincus. Messrs. Lapidus and Libowitz have a mailing address
c/o 466 Lexington Avenue, New York, New York 10017.

39
<PAGE>
DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock consists of 50,000,000 shares of common stock
and 1,000,000 shares of preferred stock.

COMMON STOCK

Prior to this offering, there will be 16,948,071 shares of our common stock
outstanding, owned by 13 stockholders of record. Holders of common stock have no
pre-emptive, redemption, conversion or sinking fund rights. Holders of common
stock are entitled to one vote per share on all matters submitted to a vote of
stockholders and do not have any cumulative voting rights. In the event of a
liquidation, dissolution, or winding-up of our company, any assets remaining
after our creditors and the holders of our preferred stock are paid their
liquidation preferences will be shared equally and ratably by the holders of our
common stock. All outstanding shares of common stock have been validly issued,
and are fully paid and nonassessable. Holders of common stock will receive such
dividends, if any, as may be declared by the board of directors out of funds
legally available for such purposes.

PREFERRED STOCK

We are authorized to issue up to 1,000,000 shares of preferred stock. Our
board of directors has the authority to issue this preferred stock in one or
more series and to fix substantially all of the terms, rights and amounts of our
preferred stock, without further vote or action by the stockholders. The
issuance of preferred stock may have the effect of delaying, deferring or
preventing a change in our control without further action by the stockholders
and may adversely affect the voting and other rights of the holders of common
stock, including the loss of voting control to others.

CERTAIN EFFECTS OF AUTHORIZED BUT UNISSUED STOCK

After this offering, there will be 20,948,071 shares of common stock and
1,000,000 shares of preferred stock available for future issuance without
stockholder approval. These shares may be utilized for a variety of corporate
purposes, including future public offerings to raise additional capital or to
facilitate corporate acquisitions. We currently have no plans to issue
additional shares of common stock or preferred stock.

The board of directors will be able to issue this unissued stock to persons
who support current management. This may discourage or hinder any attempt to
obtain control over us, which would protect the continuity of our management and
may deprive the stockholders of opportunities to sell their shares of common
stock at prices higher than prevailing market prices. These additional shares
also could be used to dilute the stock ownership of persons seeking to obtain
control over us under a stockholders' rights plan or otherwise.

DELAWARE GENERAL CORPORATION LAW

Section 203 of the Delaware General Corporation Law prohibits a Delaware
corporation from engaging in any of a broad range of business combinations, such
as mergers, consolidations and sales of assets, with an "interested stockholder"
for a period of three years from the date that such person became an interested
stockholder unless:

- the transaction that results in the person's becoming an interest
stockholder, or the business combination, is approved by the board of
directors of the corporation before the person becomes an interested
stockholder,

- the interested stockholder acquires 85% or more of the outstanding voting
stock of the corporation in the same transaction that makes it an
interested stockholder, or

40
<PAGE>
- on or after the date the person becomes an interested stockholder, the
business combination is approved by the corporation's board of directors
and by holders of at least two-thirds of the corporation's outstanding
voting stock, excluding shares owned by the interested stockholder, at a
meeting of the stockholders.

Under Section 203, an "interested stockholder" is defined as any person that
is

- the owner of 15% or more of the outstanding voting stock of the
corporation,

- an affiliate or associate of the corporation and the owner of 15% or more
of the outstanding voting stock of the corporation at any time within the
three-year period immediately prior to the date on which it is sought to
be determined whether such person is an interested stockholder, or

- an affiliate or associate of such person.

Pursuant to an exception within Section 203, none of our stockholders
existing prior to the offering are subject to the restrictions of Section 203.

Under some circumstances, Section 203 makes it more difficult for a person
who would be an "interested stockholder" to effect various business combinations
with a corporation for a three-year period, although the stockholders may elect
to exclude a corporation from the restrictions imposed thereunder. Our
certificate of incorporation does not exclude us from the restrictions imposed
under Section 203. The provisions of Section 203 may encourage companies
interested in acquiring us to negotiate in advance with our board of directors,
since the stockholder approval requirement would be avoided if a majority of the
directors then in office approve either the business combination or the
transaction which results in the stockholder becoming an interested stockholder.
These provisions also could delay or frustrate the assumption of control by
stockholders, even if such assumption of control would be beneficial to
stockholders, and also could discourage or make more difficult a merger, tender
offer or proxy contest, even if such events could be beneficial to the interests
of stockholders.

LIMITATION OF LIABILITY OF DIRECTORS

Our certificate of incorporation provides that our directors will not be
personally liable to us or our stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability

- for any breach of the director's duty of loyalty to us or our
stockholders,

- for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law,

- under Section 174 of the Delaware General Corporation Law, which concerns
unlawful payments of dividends, stock purchases or redemptions, or

- for any transaction from which the director derived an improper personal
benefit.

While our certificate of incorporation provides directors with protection
from awards for monetary damages for breaches of their duty of care, it does not
eliminate such duty. Accordingly, the certificate of incorporation will have no
effect on the availability of equitable remedies such as an injunction or
rescission based on a director's breach of his duty of care. The provisions of
the certificate of incorporation described above apply to our officer only if he
is our director and is acting in his capacity as director, and do not apply to
our officers who are not directors.

REGISTRATION RIGHTS

Warburg, Pincus and Mason Slaine are entitled to registration rights with
respect to their respective shares of common stock.

TRANSFER AGENT

The transfer agent and registrar of the common stock is State Street Bank
and Trust Company.

41
<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE

After this offering, we will have 20,948,071 shares outstanding. We sold
4,722,356 shares of common stock in our initial public offering in August 1998.
All of the shares we sell in this offering will be, and those sold in the
initial public offering are, freely transferable without restriction under the
Securities Act unless purchased by our "affiliates" (as that term is used under
the Securities Act and the regulations promulgated thereunder). The remaining
12,225,715 shares of common stock outstanding are deemed "restricted" securities
within the meaning of Rule 144 under the Securities Act and may not be resold
without registration under the Securities Act or pursuant to an exemption from
registration, including exemptions provided by Rule 144 under the Securities
Act. All such restricted shares are presently held by our affiliates, are
subject to lock-up agreements and will become eligible for sale beginning 90
days after the date of this prospectus upon expiration of such agreements and
subject to compliance with the Securities Act.

No predictions can be made of the effect, if any, that the sale or
availability for sale of shares of additional common stock will have on the
market price of this common stock. Nevertheless, sales of substantial amounts of
common stock, or the perception that such sales could occur, could adversely
affect the market price of the common stock.

RULE 144. In general, under Rule 144, a stockholder who owns restricted
shares that have been outstanding for at least one year is entitled to sell,
within any three-month period, a number of these restricted shares that does not
exceed the greater of:

- 1% of the then outstanding shares of common stock (approximately 209,481
shares after this offering) or

- the average weekly trading volume in the common stock during the four
calendar weeks immediately preceding such sale.

Our affiliates must also comply with the restrictions and requirements of
Rule 144, other than the one-year holding period requirement, to sell shares of
common stock that are not restricted securities.

RULE 144(K). A stockholder who is not and who has not been an affiliate of
ours during the three months preceding a sale, and who has beneficially owned
the shares proposed to be sold for at least two years, is entitled to sell such
shares under Rule 144(k) without regard to the volume limitations or other
requirements described above.

LOCK-UP AGREEMENTS. We, our directors and executive officers and Warburg
Pincus have agreed, subject to some exceptions, not to offer, sell or otherwise
dispose of or transfer any shares of common stock or any securities convertible
into or exercisable or exchangeable for common stock for a period of 90 days
after the date of this prospectus.

REGISTRATION RIGHTS. Pursuant to a registration rights agreement, Warburg,
Pincus and Mr. Slaine together have the right to request two registrations of
their shares of common stock, provided that the anticipated aggregate public
offering price equals $15 million or more, and unlimited registrations on
Form S-3, provided that the anticipated aggregate offering price exceeds
$5 million. In addition, they are entitled to have their shares included in an
unlimited number of registrations initiated by us, subject to customary
conditions. In general, all fees, costs and expenses of such registration (other
than underwriting discounts and selling commissions) will be borne by us. We
have agreed to indemnify these stockholders from any liability arising out of or
relating to any untrue statement of a material fact or any omission of a
material fact in any registration statement or prospectus filed by us pursuant
to the registration rights agreement, subject to some exceptions.

42
<PAGE>
UNDERWRITING

Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co.
Incorporated and Thomas Weisel Partners LLC are acting as representatives of
each of the underwriters named below. Subject to the terms and conditions
described in a purchase agreement among us and the underwriters, we have agreed
to sell to the underwriters, and the underwriters severally have agreed to
purchase from us the number of shares listed opposite their names below.

<TABLE>
<CAPTION>
NUMBER
UNDERWRITER OF SHARES
- ----------- ---------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated......................................
Morgan Stanley & Co. Incorporated...........................
Thomas Weisel Partners LLC..................................
---------
Total............................................. 4,000,000
=========
</TABLE>

The obligations of the underwriters to purchase the shares included in this
offering are subject to approval of legal matters by their counsel, including
the validity of the shares, and other conditions contained in the purchase
agreement, such as the receipt by the underwriters of officers' certificates and
legal opinions.

The underwriters have agreed to purchase all of the shares (other than those
covered by the over-allotment option described below) if they purchase any of
the shares. If an underwriter defaults, the purchase agreement provides that the
purchase commitments may be terminated.

COMMISSIONS, DISCOUNTS AND EXPENSES

The representatives have advised us that the underwriters propose initially
to offer the shares to the public at the public offering price on the cover page
of this prospectus and to dealers at that price less a concession not in excess
of $ per share. The underwriters may allow, and the dealers may
reallow, a discount not in excess of $ per share to other dealers.
After the public offering, the public offering price, concession and discount
may be changed.

The following table shows the public offering price, underwriting discount
and commissions to be paid by us to the underwriters in connection with this
offering. This information is presented assuming both no exercise or full
exercise by the underwriters of their option to purchase additional shares of
common stock.

<TABLE>
<CAPTION>
PER SHARE WITHOUT OPTION WITH OPTION
--------- -------------- -----------
<S> <C> <C> <C>
Public offering price............................
Underwriting discount............................
Proceeds, before expenses, to Information
Holdings.......................................
</TABLE>

We estimate that our total expenses for this offering will be $604,989.

OVER-ALLOTMENT OPTION

We have granted an option to the underwriters, exercisable for 30 days after
the date of this prospectus, to purchase up to an additional 600,000 shares of
common stock at the public offering price set forth on the cover page of this
prospectus, less the underwriting discount. The underwriters may exercise this
option solely to cover over-allotments, if any, made on the sale of the common
stock offered hereby. To the extent that the underwriters exercise this option,
each underwriter will be obligated, subject to conditions, to purchase a number
of additional shares of common stock proportionate to such underwriter's initial
amount reflected in the foregoing table.

43
<PAGE>
NO SALE OF SIMILAR SECURITIES

We have agreed that, for a period of 90 days after the date of this
prospectus, we will not without the prior written consent of Merrill Lynch,
directly or indirectly (1) offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant for the sale of, or otherwise dispose of or
transfer any shares of common stock or any securities convertible into or
exchangeable or exercisable for or repayable with common stock, whether now
owned or thereafter acquired by the person executing the agreement or with
respect to which the person executing the agreement thereafter acquires the
power of disposition, or file a registration statement under the Securities Act
of 1933 with respect to the foregoing (other than shares sold in this offering)
or (2) enter into any swap or other agreement or any transaction that transfers,
in whole or in part, the economic consequence of ownership of common stock or
such other securities, in cash or otherwise.

NEW YORK STOCK EXCHANGE

Our common stock is listed on the New York Stock Exchange under the symbol
"IHI."

PRICE STABILIZATION AND SHORT SELLING

Until the distribution of the common stock is completed, rules of the SEC
may limit the ability of the underwriters and some selling group members to bid
for and purchase our common stock. As an exception to these rules, the
representatives are permitted to engage in certain transactions that stabilize
the price of our common stock. Such transactions consist of bids or purchases
for the purpose of pegging, fixing or maintaining the price of our common stock.

If the underwriters create a short position in the common stock in
connection with the offering, such as by selling more shares of the common stock
than are set forth on the cover page of this prospectus, the representatives may
reduce that short position by purchasing shares of the common stock in the open
market. The representatives may also elect to reduce any short position by
exercising all or part of the over-allotment option described above.

In general, purchases of a security for the purposes of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might have been in the absence of such purchases.

Neither our company nor any underwriters makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the common stock. In addition, neither
our company nor any of the underwriters makes any representation that the
representatives will engage in such transactions or that such transactions, once
commenced, will not be discontinued without notice.

INDEMNIFICATION

We have agreed to indemnify the underwriters against some liabilities,
including liabilities under the Securities Act, or to contribute to payments
that the underwriters may be required to make in respect of those liabilities.

NEW UNDERWRITER

Thomas Weisel Partners LLC, one of the representatives of the underwriters,
was organized and registered as a broker-dealer in December 1998. Since
December 1998, Thomas Weisel Partners has been named as a lead or co-manager on
115 filed public offerings of equity securities, of which 82 have been
completed, and has acted as a syndicate member in an additional 56 public
offerings of equity securities. Thomas Weisel Partners does not have any
material relationship with us or any of our

44
<PAGE>
officers, directors or other controlling persons, except with respect to its
contractual relationship with us pursuant to the purchase agreement entered into
in connection with this offering.

LEGAL MATTERS

The validity of the common stock offered through this prospectus will be
passed upon for us by Willkie Farr & Gallagher, New York, New York. Certain
legal matters relating to this offering will be passed upon for the underwriters
by Cahill Gordon & Reindel, New York, New York.

EXPERTS

The consolidated financial statements of Information Holdings Inc. and
subsidiaries for the years ended December 31, 1998 and 1997 and the financial
statements of CRC Press Inc. for the year ended December 31, 1996 appearing in
this Prospectus and Registration Statement have been audited by Ernst & Young
LLP, independent auditors, to the extent indicated in their reports thereon also
appearing elsewhere herein and in the Registration Statement. Such consolidated
financial statements of Information Holdings Inc. and subsidiaries and financial
statements of CRC Press Inc. have been included herein in reliance upon such
reports given on the authority of such firm as experts in accounting and
auditing.

The financial statements of Master Data Center, Inc. as of December 31, 1998
and for the periods of January 1, 1998 through November 27, 1998 and
November 28, 1998 through December 31, 1998 appearing in Information
Holdings Inc.'s Current Report on Form 8-K/A dated October 26, 1999 have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
included therein and incorporated herein by reference. Such financial statements
have been incorporated herein by reference in reliance upon such report given on
the authority of such firm as experts in accounting and auditing.

The financial statements of MicroPatent for the years ended June 30, 1996
and 1997 appearing in Information Holdings Inc.'s Registration Statement on
Form S-1 333-56665 have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report included therein and incorporated herein by
reference. Such financial statements have been incorporated herein by reference
in reliance upon such report given on the authority of such firm as experts in
accounting and auditing.

45
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any documents we file at the SEC's public reference room at Room 1024, 450 Fifth
Avenue, N.W., Washington, D.C. 20549, and at the SEC's regional office at Seven
World Trade Center, 13th Floor, New York, New York 10048. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room.

The SEC allows us to incorporate by reference the information we file with
them, which means that we can disclose important information to you by
referencing you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference into this prospectus the following documents previously filed by us
with the SEC and any future filings we make with the SEC until we sell all of
the shares of common stock:

- Registration Statement on Form S-1 (File No. 333-56665) filed on
August 6, 1998;

- Annual Report on Form 10-K for the year ended December 31, 1998;

- Proxy Statement relating to the Annual Meeting of Stockholders held on
April 27, 1999;

- Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999,
June 30, 1999 and September 30, 1999;

- Current Reports on Form 8-K filed on May 19, 1999, August 20, 1999,
October 26, 1999, February 14, 2000 and February 29, 2000.

- The description of our common stock contained in our Registration
Statement on Form 8-A (File No. 1-14371) filed with the SEC pursuant to
Section 12(g) of the Exchange Act on August 4, 1998 and any amendments or
reports filed for the purpose of updating such description.

You may request a copy of these filings at no cost by writing or telephoning
us at the following address:

Information Holdings Inc.
Attention: Secretary
2777 Summer Road, Suite 209
Stamford, CT 06905
Telephone No. (203) 961-9106.

This prospectus does not contain all the information contained in the
registration statement on Form S-3 filed by us for this offering. You should
refer to the registration statement for further information about us and the
shares we are offering. Statements in this prospectus concerning the terms of
documents are necessarily summaries of those documents, and are qualified in
their entirety by reference to the actual document filed with the SEC.

46
<PAGE>
INFORMATION HOLDINGS INC.
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Consolidated Balance Sheets as of September 30, 1999
(unaudited) and December 31, 1998......................... F-2
Consolidated Statements of Operations for the Three and Nine
Months Ended September 30, 1999 and 1998 (unaudited)...... F-3
Consolidated Statements of Cash Flows for the Nine Months
Ended September 30, 1999 and 1998 (unaudited)............. F-4
Notes to Consolidated Financial Statements (unaudited)...... F-5
Report of Independent Auditors.............................. F-9
Report of Independent Certified Public Accountants.......... F-10
Consolidated Balance Sheets as of December 31, 1998 and
1997...................................................... F-11
Consolidated Statements of Operations for the Years ended
December 31, 1998, 1997 and 1996.......................... F-12
Consolidated Statements of Stockholders'/Members' Equity for
the Years Ended December 31, 1998, 1997 and 1996.......... F-13
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1998, 1997 and 1996.......................... F-14
Notes to Consolidated Financial Statements.................. F-15
</TABLE>

F-1
<PAGE>
INFORMATION HOLDINGS INC.

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................. $ 2,890 $ 57,270
Accounts receivable (NET OF ALLOWANCE FOR DOUBTFUL
ACCOUNTS AND SALES RETURNS OF $2,824 AND $911,
RESPECTIVELY)........................................... 17,936 9,286
Inventories............................................... 5,240 4,832
Prepaid expenses and other current assets................. 2,886 1,945
Deferred income taxes..................................... 870 777
-------- --------
Total current assets.................................. 29,822 74,110
Property and equipment, net................................. 4,439 4,173
Pre-publication costs (NET OF ACCUMULATED AMORTIZATION OF
$2,650
AND $2,350, RESPECTIVELY)................................. 3,087 3,474
Publishing rights and other intangible assets, net.......... 78,818 21,265
Goodwill, net............................................... 15,688 336
Other assets................................................ 2,945 1,433
-------- --------
TOTAL....................................................... $134,799 $104,791
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of capitalized lease obligations.......... $ 275 $ 261
Accounts payable.......................................... 18,120 4,074
Accrued expenses.......................................... 1,901 1,821
Royalties payable......................................... 981 1,935
Deferred subscription revenue............................. 6,365 8,530
-------- --------
Total current liabilities............................. 27,642 16,621
Capital leases............................................ 2,484 2,694
Deferred income taxes..................................... 15,517 --
Other long-term liabilities............................... 799 683
-------- --------
Total liabilities..................................... 46,442 19,998
-------- --------
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value; 1,000,000 shares
authorized; none issued................................. $ -- $ --
Common stock, $.01 par value; 50,000,000 shares
authorized; 16,948,071 issued and outstanding........... 169 169
Additional paid-in capital................................ 84,808 84,750
Retained earnings (deficit)............................... 3,380 (126)
-------- --------
Total stockholders' equity.............................. 88,357 84,793
-------- --------
TOTAL....................................................... $134,799 $104,791
======== ========
</TABLE>

SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.

F-2
<PAGE>
INFORMATION HOLDINGS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -------------------
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues................................................ $14,833 $11,511 $39,865 $32,584
Cost of sales........................................... 3,847 2,752 10,590 8,128
------- ------- ------- -------
Gross profit............................................ 10,986 8,759 29,275 24,456
------- ------- ------- -------
Operating expenses:
Selling, general and administrative................... 7,208 5,881 20,890 18,200
Depreciation and amortization......................... 1,683 1,356 3,741 3,927
Severance and special bonuses......................... -- 1,050 -- 1,050
------- ------- ------- -------
Total operating expenses.......................... 8,891 8,287 24,631 23,177
------- ------- ------- -------
Income from operations.................................. 2,095 472 4,644 1,279
------- ------- ------- -------
Other income (expense):
Interest income....................................... 288 466 1,539 691
Interest expense...................................... (66) (71) (210) (228)
Other expense......................................... -- -- (18) --
------- ------- ------- -------
Income before income taxes.............................. 2,317 867 5,955 1,742
Provision for income taxes.............................. 1,030 43 2,449 135
------- ------- ------- -------
Net income.............................................. $ 1,287 $ 824 $ 3,506 $ 1,607
======= ======= ======= =======
Net income per common share amounts:
Basic earnings........................................ $ 0.08 $ 0.21
======= =======
Diluted earnings...................................... $ 0.08 $ 0.20
======= =======
Pro forma income data:
Income before income taxes, as reported............... $ 867 $ 1,742
Pro forma income taxes................................ 43 135
------- -------
Pro forma net income.................................. $ 824 $ 1,607
======= =======
Pro forma earnings per share.......................... $ 0.05 $ 0.09
======= =======
</TABLE>

SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.

F-3
<PAGE>
INFORMATION HOLDINGS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)
(IN THOUSANDS)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-----------------------
1999 1998
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................ $ 3,506 $ 1,607
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation............................................ 1,155 875
Amortization of goodwill and other intangibles.......... 2,586 3,052
Amortization of pre-publication costs................... 1,821 1,634
Deferred taxes.......................................... (105) --
Loss on disposal of property and equipment.............. 18 --
Changes in operating assets and liabilities:
Accounts receivable, net.............................. (4,537) (328)
Inventories........................................... (443) (464)
Prepaid expenses and other current assets............. (829) (1,290)
Accounts payable and accrued expenses................. 2,889 364
Royalties payable..................................... (954) (476)
Deferred subscription revenue......................... (2,330) (1,639)
Other, net............................................ (464) (641)
-------- --------
Net Cash Provided by Operating Activities............... 2,313 2,694
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property and equipment.............. 11 --
Purchases of property and equipment....................... (1,020) (757)
Pre-publication costs..................................... (1,246) (1,167)
Increase in short-term investments........................ -- (30,148)
Acquisitions of businesses and titles..................... (53,425) (4,268)
-------- --------
Net Cash Used in Investing Activities................... (55,680) (36,340)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net repayments under revolving credit facility............ -- (2,000)
Financing costs for new credit facility................... (875) --
Net repayments under capital leases....................... (196) (171)
Issuance of common stock.................................. 58 51,441
Capital contributions..................................... -- 11
-------- --------
Net Cash (Used in) Provided by Financing Activities..... (1,013) 49,281
-------- --------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS........ (54,380) 15,635
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.............. 57,270 10,280
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD.................... $ 2,890 $ 25,915
======== ========
</TABLE>

SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.

F-4
<PAGE>
INFORMATION HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

A. BASIS OF PRESENTATION

The consolidated balance sheet of Information Holdings Inc. (IHI, or the
Company) at December 31, 1998 has been derived from IHI's Annual Report on
Form 10-K for the year then ended. All other consolidated financial statements
contained herein have been prepared by IHI and are unaudited. The financial
statements should be read in conjunction with the financial statements for the
year ended December 31, 1998 and the notes thereto contained in IHI's Annual
Report on Form 10-K for the year then ended.

The accompanying unaudited consolidated financial statements have been
prepared in accordance with Article 10 of Regulation S-X for interim financial
statements required to be filed with the Securities and Exchange Commission and
do not include all information and footnotes required by generally accepted
accounting principles for complete financial statements. However, in the opinion
of management, the accompanying unaudited consolidated financial statements
contain all adjustments, consisting only of normal recurring adjustments,
necessary to present fairly the consolidated financial position of IHI as of
September 30, 1999, and the consolidated results of its operations and its cash
flows for the periods presented herein. Results for the three and nine months
ended September 30, 1999 are not necessarily indicative of the results to be
expected for the full fiscal year.

B. INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out method) or
market. Inventories at September 30, 1999 and December 31, 1998 consist solely
of finished goods. The vast majority of inventories are books, which are
reviewed periodically on a title-by-title basis for salability. The cost of
inventory determined to be impaired is charged to income in the period of
determination.

C. PRE-PUBLICATION COSTS

Certain expenses related to books, primarily comprised of design and other
pre-production costs, are deferred and charged to expense over the estimated
product life. These costs are primarily amortized over a four-year period
following release of the applicable book, using an accelerated amortization
method. During 1999, the Company removed from its Balance Sheet fully amortized
pre-publication costs of approximately $1,645,000.

D. RECLASSIFICATIONS

Certain amounts in the fiscal 1998 financial statements have been
reclassified to conform to the 1999 financial statement presentation.

F-5
<PAGE>
INFORMATION HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

E. EARNINGS PER SHARE DATA

The following table sets forth the computation of basic and diluted earnings
per share for the periods indicated.

<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED ENDED
------------- -------------
(IN THOUSANDS, EXCEPT PER SHARE DATA) SEPTEMBER 30, SEPTEMBER 30,
- ------------------------------------- 1999 1999
<S> <C> <C>
Basic:
Net income........................................ $1,287 $3,506
Average shares outstanding........................ 16,946 16,944
------ ------
Basic EPS......................................... $ 0.08 $ 0.21
====== ======
Diluted:
Net income........................................ $1,287 $3,506
====== ======
Average shares outstanding........................ 16,946 16,944
Net effect of dilutive stock options--based on the
treasury stock method........................... 182 176
------ ------
Total............................................. 17,128 17,120
------ ------
Diluted EPS....................................... $ 0.08 $ 0.20
====== ======
</TABLE>

During the third quarter of 1999, employees exercised stock options to
acquire 4,882 shares at an exercise price of $12 per share.

No historical earnings per share data are presented for the three months and
nine months ended September 30, 1998, as the Company does not consider such data
meaningful. The pro forma earnings per share data presented were computed using
16,943,189 shares outstanding, which reflects all shares outstanding following
the Company's initial public offering in August 1998, as if such shares were
outstanding since January 1, 1998.

F. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In June 1999, the Financial Accounting Standards Board (FASB) issued
Statement No. 137, "Accounting for Derivative Instruments and Hedging
Activities--Deferral of the Effective Date of FASB Statement No. 133. The
Statement defers for one year the effective date of FASB Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities," which
establishes accounting and reporting standards for derivative instruments and
for hedging activities. The rule will now apply to all fiscal quarters of all
fiscal years beginning after June 15, 2000. In the opinion of the Company's
management, adoption of this new accounting standard will not have any impact on
the Company's consolidated financial position or results of operations.

G. ACQUISITIONS

On September 1, 1999, the Company acquired the assets of the Corporate
Intelligence (CI) business of Innovator Corporation for cash consideration of
approximately $8,000,000. CI provides intellectual property information and
related software and searching tools, primarily through the

F-6
<PAGE>
INFORMATION HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

G. ACQUISITIONS (CONTINUED)
Internet. The purchase price was preliminarily allocated to publishing rights
and other intangible assets of $7,900,000 and non-compete agreements of
$100,000.

On August 12, 1999, the Company acquired all of the outstanding capital
stock of Master Data Center, Inc. (MDC), a Michigan corporation, for cash
consideration of approximately $33,000,000. MDC provides patent annuity tax
payment services for owners of intellectual property in domestic and foreign
markets and complementary software products for managing patent and trademark
portfolios. The purchase price was preliminarily allocated to net liabilities
assumed of $7,150,000, and publishing rights and other intangible assets of
$40,150,000. The Company also recorded goodwill and an offsetting deferred
income tax liability as a result of the gross up of acquired intangible assets
in the amount of $15,622,000. This goodwill is being amortized using the
straight-line method over 20 years. Amortization expense for the nine months
ended September 30, 1999 was $105,000.

On July 19, 1999, the Company acquired all of the assets of Faxpat, Inc.
(Faxpat) for cash consideration of approximately $9,300,000. Faxpat is a leading
provider of patent documents and file histories to the legal and corporate
markets. The purchase price was preliminarily allocated to net tangible assets
of $500,000, publishing rights and other intangible assets of $8,700,000 and
non-compete agreements of $100,000.

The above acquisitions have all been accounted for using the purchase method
of accounting and, accordingly, the results of their operations have been
included in the Company's results of operations from their respective dates of
acquisition.

The pro forma unaudited results of operations for the nine months ended
September 30, 1999 and September 30, 1998, assuming consummation of the MDC
acquisition as of January 1, 1998 are as follows:

<TABLE>
<CAPTION>
NINE MONTHS NINE MONTHS
ENDED ENDED
------------- -------------
(IN THOUSANDS, EXCEPT PER SHARE DATA) SEPTEMBER 30, SEPTEMBER 30,
- ------------------------------------- 1999 1998
<S> <C> <C>
Revenues........................................... $44,797 $38,271
Net income......................................... 2,608 1,667
Per common share amounts:
Basic earnings................................... $ 0.15 $ 0.10
======= =======
Diluted earnings................................. $ 0.15 $ 0.10
======= =======
</TABLE>

The pro forma financial information is presented for informational purposes
only and is not necessarily indicative of the operating results that would have
occurred had the acquisition been consummated as of the above date, nor are they
necessarily indicative of future operating results.

H. REVOLVING CREDIT FACILITY

On September 24, 1999, the Company entered into a seven-year revolving
credit facility in an amount not to exceed $50,000,000 initially, including a
$10,000,000 sublimit for the issuance of standby letters of credit (the Credit
Facility). Total commitments under the Credit Facility shall be permanently
reduced to $45,000,000 at the end of the third year, $37,500,000 at the end of
the fourth year, $25,000,000 at the end of the fifth year and $12,500,000 at the
end of the sixth year. The proceeds from

F-7
<PAGE>
INFORMATION HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

H. REVOLVING CREDIT FACILITY (CONTINUED)
the Credit Facility are intended to be used to fund acquisitions, to meet
short-term working capital needs and for general corporate purposes.

Borrowings under the Credit Facility bear interest at either the higher of
the bank's prime rate and one-half of 1% in excess of the overnight federal
funds rate plus a margin of 0.50% to 1.25% or the Eurodollar Rate plus a margin
of 1.5% to 2.25% depending on the Company's ratio of indebtedness to earnings
before interest, taxes, depreciation and amortization. The Company also pays a
commitment fee of 0.375% on the unused portion of the Credit Facility. As of
September 30, 1999, the Company had no outstanding borrowings under the Credit
Facility.

Under the terms of the Credit Facility, the Company is required to maintain
certain financial ratios related to fixed charge coverage, leverage and interest
coverage, in addition to certain other covenants. As of September 30, 1999, the
Company was in compliance with all covenants. The Credit Facility is secured by
a first priority perfected pledge of all notes and capital stock owned by the
Company's subsidiaries and a first priority perfected security interest in all
other assets of the Company and its subsidiaries, subject to certain exceptions.
Obligations under the Credit Facility will be guaranteed by the Company and its
subsidiaries. The Credit Facility also prohibits the Company from incurring
certain additional indebtedness, limits certain investments, mergers or
consolidations and restricts substantial asset sales, and dividends.

I. SUBSEQUENT EVENT

LEGAL PROCEEDINGS

As previously disclosed, Mason P. Slaine, the Company's President and Chief
Executive Officer, and Michael E. Danziger, a director of the Company, are
shareholders, officers and directors of Rand Publishing Company Inc. (Rand), a
private holding company that has made investments in the publishing industry,
and are defendants in a lawsuit alleging that Mr. Slaine breached his fiduciary
duty to certain other investors and usurped corporate opportunities available to
Rand by investing in the Company and by participating in the acquisition by the
Company of various businesses.

On December 2, 1998, Rand and Mr. Slaine filed a motion to dismiss the Rand
investors' complaint against them. The court granted the motion on November 3,
1999 on the grounds that the plaintiffs had not alleged with particularity the
efforts, if any, they had made to impel the board of directors of Rand to
initiate these derivative claims in the first instance. The motion was granted
with leave to plaintiffs to serve an amended complaint setting forth in detail
the reasons why such demand on the Rand board would have been futile.

F-8
<PAGE>
REPORT OF INDEPENDENT AUDITORS

Stockholders and Board of Directors
Information Holdings Inc.

We have audited the accompanying consolidated balance sheets of Information
Holdings Inc. and subsidiaries as of December 31, 1998 and 1997 and the related
consolidated statements of operations, stockholders'/members' equity, and cash
flows for each of the two years in the period ended December 31, 1998. 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 consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Information Holdings Inc. and subsidiaries at December 31, 1998 and 1997, and
the consolidated results of its operations and its cash flows for each of the
two years in the period ended December 31, 1998, in conformity with generally
accepted accounting principles.

ERNST & YOUNG LLP

New York, New York
March 3, 1999

F-9
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Stockholders and Board of Directors
CRC Press, Inc.

We have audited the accompanying statements of operations, stockholders'
equity, and cash flows of CRC Press, Inc. for the year 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 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 results of its operations and its cash flows for
the year ended December 31, 1996, in conformity with generally accepted
accounting principles.

ERNST & YOUNG LLP

West Palm Beach, Florida
May 29, 1998

F-10
<PAGE>
INFORMATION HOLDINGS INC.

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
DECEMBER 31 DECEMBER 31
1998 1997
----------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................. $ 57,270 $10,280
Accounts receivable (NET OF ALLOWANCE FOR DOUBTFUL
ACCOUNTS AND SALES RETURNS OF $911 AND $803,
RESPECTIVELY)........................................... 9,286 4,968
Inventories............................................... 4,832 3,803
Prepaid expenses and other current assets................. 1,945 1,466
Deferred income taxes..................................... 777 --
-------- -------
Total current assets.................................. 74,110 20,517
Property and equipment--net............................... 4,173 4,041
Pre-publication costs (NET OF ACCUMULATED AMORTIZATION OF
$2,350 AND $2,313, RESPECTIVELY)........................ 3,474 3,289
Publishing rights and other intangible assets, net........ 21,601 21,519
Other assets.............................................. 1,369 826
Deferred income taxes..................................... 64 27
-------- -------
TOTAL....................................................... $104,791 $50,219
======== =======
LIABILITIES AND STOCKHOLDERS'/MEMBERS' EQUITY
CURRENT LIABILITIES:
Current portion of capitalized lease obligations.......... $ 261 $ 233
Accounts payable.......................................... 4,074 2,950
Accrued expenses.......................................... 1,821 3,511
Royalties payable......................................... 1,935 1,749
Deferred subscription revenue............................. 8,530 7,582
-------- -------
Total current liabilities............................. 16,621 16,025
Capital leases............................................ 2,694 2,955
Long-term debt............................................ -- 2,000
Other long-term liabilities............................... 683 683
-------- -------
Total liabilities..................................... 19,998 21,663
-------- -------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS'/MEMBERS' EQUITY:
Members' equity........................................... $ -- $33,467
Preferred stock, $.01 par value; 1,000,000 shares
authorized; none issued................................. -- --
Common stock, $.01 par value; 50,000,000 shares
authorized; 16,943,189 issued and outstanding........... 169 --
Additional paid-in capital................................ 84,750 --
Accumulated deficit....................................... (126) (4,911)
-------- -------
Total stockholders'/members' equity................... 84,793 28,556
-------- -------
TOTAL....................................................... $104,791 $50,219
======== =======
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

F-11
<PAGE>
INFORMATION HOLDINGS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31

(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
1996
CRC PRESS
PREDECESSOR
1998 1997 COMPANY
----------- ----------- -----------
<S> <C> <C> <C>
Revenues................................................ $ 46,651 $ 34,869 $ 28,852
Cost of sales........................................... 11,707 11,492 9,262
----------- ----------- --------
Gross profit............................................ 34,944 23,377 19,590
----------- ----------- --------
Operating Expenses:
Selling, general and administrative................... 24,871 20,918 17,295
Depreciation and amortization......................... 5,313 3,909 1,706
Severance and special bonuses......................... 1,050 3,213 --
Impairment of long-lived assets....................... -- -- 10,666
----------- ----------- --------
Total operating expenses.......................... 31,234 28,040 29,667
----------- ----------- --------
Income (loss) from operations........................... 3,710 (4,663) (10,077)
----------- ----------- --------
Other income (expense):
Interest income....................................... 1,444 152 --
Interest expense...................................... (327) (282) (1,036)
Other income (expense)................................ -- (115) 47
----------- ----------- --------
Income (loss) before income taxes....................... 4,827 (4,908) (11,066)
Provision for income taxes.............................. 42 3 170
----------- ----------- --------
Net income (loss)....................................... $ 4,785 $ (4,911) $(11,236)
=========== =========== ========

Pro forma data (Unaudited):
Income (loss) before income taxes, as reported........ $ 4,827 $ (4,908)
Pro forma income taxes................................ 42 3
----------- -----------
Pro forma net income (loss)........................... $ 4,785 $ (4,911)
=========== ===========
Pro forma basic and diluted net income (loss) per
share............................................... $ 0.28 $ (0.29)
=========== ===========
Pro forma weighted average common shares
outstanding......................................... 16,943,189 16,943,189
=========== ===========
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

F-12
<PAGE>
INFORMATION HOLDINGS INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS'/MEMBERS' EQUITY

YEARS ENDED DECEMBER 31

(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
COMMON STOCK
--------------------- ADDITIONAL
NUMBER OF PAID-IN ACCUMULATED MEMBERS'
INFORMATION HOLDINGS INC. SHARES AMOUNT CAPITAL DEFICIT EQUITY TOTAL
- ------------------------- ---------- -------- ---------- ----------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1997............. -- $ -- $ -- $ -- $ -- $ --
Capital contributions.................. 33,467 33,467
Net loss............................... (4,911) (4,911)
---------- ---- ------- -------- --------- -------
Balance at December 31, 1997........... -- -- -- (4,911) 33,467 28,556
Exchange............................... 12,200,000 122 33,356 (33,478) --
Initial public offering................ 4,722,356 47 51,144 51,191
Issuance of common stock to an
employee............................. 20,833 250 250
Capital contribution................... 11 11
Net income............................. 4,785 4,785
---------- ---- ------- -------- --------- -------
Balance at December 31, 1998........... 16,943,189 $169 $84,750 $ (126) $ -- $84,793
========== ==== ======= ======== ========= =======
</TABLE>

<TABLE>
<CAPTION>
ADDITIONAL
COMMON PAID-IN ACCUMULATED
CRC PRESS PREDECESSOR COMPANY STOCK CAPITAL DEFICIT TOTAL
- ----------------------------- -------- ---------- ----------- --------
<S> <C> <C> <C> <C>
Balance at January 1, 1996.......................... $4 $29,069 $(12,056) $ 17,017
Capital contribution................................ 37 37
Net loss............................................ (11,236) (11,236)
-- ------- -------- --------
Balance at December 31, 1996........................ $4 $29,106 $(23,292) $ 5,818
== ======= ======== ========
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

F-13
<PAGE>
INFORMATION HOLDINGS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31

(IN THOUSANDS)

<TABLE>
<CAPTION>
1996
CRC PRESS
PREDECESSOR
1998 1997 COMPANY
-------- -------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)......................................... $ 4,785 $ (4,911) $(11,236)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Impairment write-down of long-lived assets.............. -- -- 10,666
Depreciation............................................ 1,192 836 541
Amortization of intangibles............................. 4,121 3,073 1,165
Amortization of pre-publication costs................... 2,413 2,313 3,064
Deferred income taxes................................... (814) (27) 170
Other................................................... 250 400 (371)
Changes in operating assets and liabilities:
Accounts receivable--net.............................. (4,318) (908) (1,879)
Inventories........................................... (1,237) 785 (1,332)
Prepaid expenses and other assets..................... (479) (807) 405
Accounts payable and accrued expenses................. (566) 2,779 (124)
Royalties payable..................................... 186 843 (73)
Deferred revenue...................................... 948 3,807 451
Other--net............................................ (543) 387 801
------- -------- --------
Net Cash Provided by Operating Activities............... 5,938 8,570 2,248
------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property, plant and equipment....... 2 11 --
Pre-publication costs..................................... (2,390) (1,654) (3,641)
Acquisitions of business titles........................... (4,202) (30,778) --
Purchases of property and equipment....................... (1,327) (1,163) (387)
------- -------- --------
Net Cash Used in Investing Activities................... (7,917) (33,584) (4,028)
------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (repayments)borrowings under revolving credit
facility................................................ (2,000) 2,000 --
Advances/contributions from Times Mirror.................. -- -- 2,307
Net repayments under capital leases....................... (233) (173) (166)
Issuance of common stock in public offering............... 51,191 -- --
Capital contributions..................................... 11 33,467 --
------- -------- --------
Net Cash Provided by Financing Activities............... 48,969 35,294 2,141
------- -------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS................... 46,990 10,280 361
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR................ 10,280 -- 664
------- -------- --------
CASH AND CASH EQUIVALENTS, END OF YEAR...................... $57,270 $ 10,280 $ 1,025
======= ======== ========
SUPPLEMENTAL DISCLOSURE:
Income taxes paid......................................... $ 187 $ 49 $ 974
======= ======== ========
Interest paid............................................. $ 340 $ 244 $ 1,035
======= ======== ========
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

F-14
<PAGE>
INFORMATION HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Information Ventures LLC (IV), a wholly owned subsidiary of Information
Holdings Inc. (IHI), was formed on December 2, 1996 to create and build an
information and publishing business. IV functions as a holding company and,
through its wholly owned subsidiaries--CRC Press LLC and MicroPatent LLC,
publishes information in print and electronic media in the fields of science,
technology, business, environmental science, intellectual property, and certain
related disciplines. Products are distributed on a worldwide basis, and IV has
operating offices in the United States and in Europe. Prior to IV's initial
acquisition, which occurred effective as of January 1, 1997, IV had no
operations or assets.

On August 12, 1998, the members of IV contributed all of their direct and
indirect equity interests to IHI, a newly formed Delaware corporation, in
exchange for 12,200,000 shares of common stock of IHI representing 100% of the
initial outstanding equity interests (the Exchange).

Effective August 12, 1998, IHI sold 4,250,000 additional shares of common
stock in an initial public offering at $12.00 per share. Subsequently, the
underwriters exercised an option and purchased an additional 472,356 shares at
$12.00 per share. Net proceeds, after deducting underwriting discounts and
expenses, of approximately $51,200,000 are available for general corporate
purposes, including acquisitions. IHI, together with IV and its subsidiaries are
referred to as (the Company).

The consolidated financial statements presented as of and for the years
ended December 31, 1998 and 1997 include the accounts of IHI and subsidiaries,
all of which are wholly owned. Because IHI had no business operations prior to
the Exchange, the balance sheet and statement of operations for IHI for periods
prior to August 12, 1998 are not included herein. The balance sheet for the year
ended December 31, 1997 and statements of operations for the period January 1,
1997 to August 12, 1998 and for the twelve months ended December 31, 1997
include the accounts of IV and its subsidiaries. All significant intercompany
accounts and transactions have been eliminated in consolidation. All
acquisitions have been accounted for using the purchase method of accounting,
and operating results have been included from the respective dates of
acquisition.

The financial statements of CRC Press, Inc. are included herein for the
twelve months ended December 31, 1996 as the predecessor company (the
Predecessor). CRC Press, Inc. a wholly owned subsidiary of The Times Mirror
Company, was subsequently purchased by IV on January 10, 1997, effectively as
January 1, 1997, for cash consideration of $13,000,000.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CASH EQUIVALENTS--The Company considers all highly liquid investments with
maturities of three months or less to be cash equivalents. The cost of these
investments is equal to fair market value.

F-15
<PAGE>
INFORMATION HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
ACCOUNTS RECEIVABLE--The changes in the allowance for doubtful accounts
receivable and sales returns consist of the following (in thousands):

<TABLE>
<CAPTION>
YEARS ENDED
DECEMBER 31
---------------------------------
1996
CRC PRESS
PREDECESSOR
1998 1997 COMPANY
-------- -------- -----------
<S> <C> <C> <C>
Allowance, beginning of year...................... $ 803 $ -- $4,281
Provision for uncollectible accounts and
returns......................................... 253 1,049 207
Write-off of uncollectible accounts and deductions
from reserves................................... (145) (246) (1,509)
----- ------ ------
Allowance, end of year............................ $ 911 $ 803 $2,979
===== ====== ======
</TABLE>

INVENTORIES--Inventories are stated at the lower of cost (first-in,
first-out method) or market. Inventories at December 31, 1998 and 1997 consist
solely of finished goods. The vast majority of inventories are books, which are
reviewed periodically on a title-by-title basis for salability. The cost of
inventory determined to be impaired is charged to income in the period of
determination.

DIRECT MAIL COSTS--Direct mail costs are expensed upon mailing. Direct mail
expense was approximately $6,460,000, $6,119,000, and $3,596,000 for the years
ended December 31, 1998, 1997 and 1996, respectively. Direct mail related costs
of approximately $529,000 and $418,000 were included in prepaid expenses and
other current assets at December 31, 1998 and 1997, respectively.

PROPERTY AND EQUIPMENT--Depreciation is provided using the straight-line
method over the following estimated useful lives:

<TABLE>
<S> <C>
Furniture and equipment.................... 5 years
Computer equipment......................... 3 years
Leasehold improvements..................... Shorter of useful life or lease term
Property under capital leases.............. Life of lease
</TABLE>

PRE-PUBLICATION COSTS--Certain expenses related to books, primarily
comprised of design and other pre-production costs, are deferred and charged to
expense over the estimated product life. These costs are primarily amortized
over a four-year period following release of the applicable book, using an
accelerated amortization method. During 1998, the Company removed from its
Balance Sheet fully amortized Pre-publication costs with a cost of approximately
$2,106,000.

PUBLISHING RIGHTS AND OTHER INTANGIBLES--Publishing rights consist primarily
of publication agreements, subscriber lists, trademarks and related assets and
are amortized using the straight-line method over their estimated useful lives
ranging from 3-20 years. Non-compete agreements arising from acquisitions are
amortized using the straight-line basis over the contractual term, currently
3 years. Goodwill consists of the excess of cost over the value of identifiable
net assets of businesses acquired and is being amortized on a straight-line
basis over their estimated useful lives of 20 years.

F-16
<PAGE>
INFORMATION HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
IMPAIRMENT OF LONG-LIVED ASSETS--The Company evaluates the recoverability of
long-lived assets not held for sale by measuring the carrying amount of the
assets against the estimated undiscounted future cash flows associated with
them. Based on these evaluations, there were no adjustments to the carrying
value on long-lived assets in fiscal 1998 and 1997. Based on the January 10,
1997 purchase of CRC Press' net assets from Times Mirror, CRC Press determined
that goodwill had been impaired and recorded an impairment charge of
approximately $10,666,000.

REVENUE RECOGNITION--Revenues from books and the related cost of sales are
recognized when the product is shipped to the customer. For products sold with
the right of return, revenue is recognized net of a provision for estimated
returns. Subscription payments received are deferred and recognized as revenue
in the period in which the product is shipped.

DEFERRED REVENUE--In connection with the acquisition of companies, it is the
Company's policy to record deferred revenue at the cost to fulfill rather than
based on the subscription payments received.

INCOME TAXES--As a result of the Exchange discussed in Note 1, the Company
became subject to Federal and state income taxes. Prior to that time the Company
was a limited liability company (LLC) and was treated as a partnership for
Federal and most state income taxes. However, in those periods the Company was
still liable for income taxes in certain states and thus a provision for those
state income taxes was reflected on the statement of operations.

Deferred tax assets and liabilities are determined based upon differences
between financial reporting and tax bases of assets and liabilities and are
measured using the enacted tax rates and laws that are expected to be in effect
when the differences are expected to reverse. Recognition of deferred tax assets
is limited to amounts considered by management to be more likely than not of
realization in future periods.

STOCK-BASED COMPENSATION--The Company accounts for its stock based
compensation arrangements under the provisions of Accounting Principles Board
(APB) Opinion No. 25, "Accounting for Stock Issued to Employees" and the
disclosure-only provisions of Statement of Financial Accounting Standards (SFAS)
No. 123, "Accounting for Stock-Based Compensations." Since stock options will be
granted by the Company with exercise prices at or greater than the fair value of
the shares at the date of grant, no compensation expense will be recognized.

RECLASSIFICATIONS--Certain amounts in the fiscal 1997 financial statements
have been reclassified to conform with the 1998 financial statement
presentation.

COMPUTATION OF EARNINGS PER COMMON SHARE--The Company adopted the provisions
of SFAS No. 128, "Earnings Per Share," in the fourth quarter of fiscal 1998. The
new standard requires dual presentation of basic and diluted earnings per share
for all periods for which an income statement is presented. Basic income per
common share is based on the weighted average outstanding common shares during
the respective period. Diluted income per share is based on the weighted average
outstanding common shares and the effect of all dilutive potential common
shares, such as stock options. For fiscal 1998 diluted shares had no impact on
the computation of earnings per common share. No historical earnings per share
data are presented, as the Company does not consider such data meaningful. The
pro forma earnings (loss) per share data presented were computed using
16,943,189

F-17
<PAGE>
INFORMATION HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
shares outstanding, which reflects all shares outstanding following the initial
public offering, as if such shares were outstanding since January 1, 1997.

ADOPTION OF NEW ACCOUNTING STANDARDS--Effective for the Company's fiscal
1998 financial statements, the Financial Accounting Standards Board (FASB)
issued SFAS No. 130, "Reporting Comprehensive Income," which requires
disclosures of comprehensive income and its components, as defined; and SFAS
No. 131, "Disclosures About Segments of an Enterprise and Related Information,"
which requires certain financial and descriptive information about a company's
reportable operating statements. The Company adopted these statements and
determined that the new standards do not have any impact on the Company's
consolidated financial statements.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS--In February of 1998, the
FASB issued SFAS No. 132, "Employer's Disclosures about Pensions and Other
Postretirement Benefits," which requires additional disclosures relating to a
company's pension and postretirement benefit plans for fiscal years beginning
after December 15, 1998. Additionally in June of 1998, SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities," which establishes accounting
and reporting standards for derivative instruments and for hedging activities
was issued for all fiscal quarters of fiscal years beginning after June 15,
1999. In the opinion of the Company's management, adoption of these new
accounting standards will not result in any change in the Company's disclosure
requirements nor will they have any impact on the Company's consolidated
financial position or results of operations.

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 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.

3. ACQUISITIONS

On August 19, 1998, the Company acquired two product lines for cash
consideration of approximately $3,700,000: the Chapman & Hall list of
mathematics and statistics books and Chapman & Hall's electronic databases and
books in the chemistry field. The purchase price was allocated to net tangible
assets of $200,000 and publishing rights and other intangible assets of
$3,500,000.

On January 10, 1997, effectively as of January 1, 1997, the Company acquired
the net assets of CRC Press for cash consideration of $13,000,000. CRC Press
publishes information in print and electronic media for the global scientific,
professional and technical communities. The purchase price was allocated to net
tangible assets of $5,800,000 and publishing rights and other intangible assets
of $7,200,000.

On January 14, 1997, effectively as of January 1, 1997, the Company acquired
the net assets of St. Lucie Press for cash consideration of $2,600,000.
St. Lucie publishes business related books. The purchase price was allocated to
net tangible assets aggregating $600,000 and publishing rights and other
intangibles of $2,000,000.

On June 5, 1997, the Company acquired the net assets of Auerbach for cash
consideration of $8,000,000. Auerbach publishes information in print and
electronic media for the information

F-18
<PAGE>
INFORMATION HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 (CONTINUED)

3. ACQUISITIONS (CONTINUED)
technology market. The purchase price was allocated to net liabilities assumed
of $300,000, publishing rights and other intangibles of $8,100,000, goodwill of
$100,000 and noncompete agreements of $100,000.

On July 2, 1997, effectively as of July 1, 1997, the Company acquired the
net assets of MicroPatent for cash consideration of $7,400,000. MicroPatent
provides information products and services for intellectual property
professionals. The purchase price was allocated to in process research and
development costs of $400,000 which were expensed in 1997, tangible net
assets/(liabilities) aggregating ($100,000) and publishing rights and other
intangibles of $7,100,000.

In connection with the purchase of the above mentioned subsidiaries, the
Company has revalued the deferred subscription revenues based on cost to
fulfill. As a result, the deferred subscription revenues were reduced by
$4,000,000 in fiscal 1997. Had the Company not made such revaluation, revenues
and gross profit for the year ended December 31, 1997 would have been higher by
$4,000,000.

All acquisitions have been accounted for using the purchase method of
accounting and, accordingly, the results of their operations have been included
in the Company's results of operations from their respective dates of
acquisition.

The pro-forma unaudited condensed consolidated result of operations for the
year ended December 31, 1997, assuming all the 1997 acquisitions were
consummated as of January 1, 1997, are as follows (in thousands except per share
data):

<TABLE>
<S> <C>
Revenues.................................................... $39,483
=======

Net loss.................................................... $(7,872)
=======

Loss per share.............................................. $ (0.46)
=======
</TABLE>

The pro-forma financial information is presented for informational purposes
only and is not necessarily indicative of the operating results that would have
occurred had the acquisitions been consummated as of the above dates, nor are
they necessarily indicative of future operating results.

4. PROPERTY AND EQUIPMENT

Property and equipment (at cost) consisted of the following (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31 DECEMBER 31
1998 1997
----------- -----------
<S> <C> <C>
Buildings............................................ $2,344 $2,344
Furniture and equipment.............................. 858 467
Computer equipment................................... 2,545 1,756
Leasehold improvements............................... 476 310
------ ------
6,223 4,877
Less accumulated depreciation........................ 2,050 836
------ ------
$4,173 $4,041
====== ======
</TABLE>

F-19
<PAGE>
INFORMATION HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 (CONTINUED)

5. PUBLISHING RIGHTS AND OTHER INTANGIBLE ASSETS

Publishing rights and other intangible assets consisted of the following (in
thousands):

<TABLE>
<CAPTION>
DECEMBER 31 DECEMBER 31
1998 1997
----------- -----------
<S> <C> <C>
Publishing rights.................................... $25,479 $22,994
Trademarks........................................... 2,850 1,350
Goodwill............................................. 348 148
Non-compete agreements............................... 117 100
------- -------
28,794 24,592
Less accumulated amortization........................ 7,193 3,073
------- -------
$21,601 $21,519
======= =======
</TABLE>

6. SEVERANCE AND SPECIAL BONUSES

In fiscal 1997, the Company recorded a pre-tax charge of approximately
$1,600,000 related primarily to the consolidation of certain functions and
reductions in the workforce. The charge was recorded in the first quarter of the
fiscal year. At December 31, 1998 and 1997, accrued expenses included $0 and
$160,000, respectively, of severance costs associated with this charge. The
majority of the cash outlays were made in the first half of fiscal 1997, with
the balance made in the first quarter of fiscal 1998.

Additionally in fiscal 1997, a subsidiary entered into an employment
agreement with an officer, which provided for contingent compensation
arrangements until January of 2000 based on the subsidiary's operating
performance. The Company also granted an officer of the Company a special bonus
(payable in cash) related to the formation of the Company and its initial
acquisitions. As a result, the amount recognized by the Company, as compensation
expense under the two arrangements was approximately $1,600,000 for fiscal 1997.
Accrued expenses at December 31, 1997 included the full amount of this charge,
which was subsequently paid out in the first quarter of fiscal 1998. In
conjunction with the initial public offering, the employment agreement noted
above was amended in August of 1998. The employee was granted $800,000 in cash
and $250,000 in stock. The Company recorded a pre-tax charge of $1,050,000 in
the third quarter of 1998 related to this amendment. Accrued expenses at
December 31, 1998 included $800,000 of costs related to this amendment, which
was subsequently paid out in January 1999.

7. DEBT

A subsidiary of the Company maintained a revolving line of credit (the
Credit Line) borrowing arrangement of $5,000,000 with State Street Bank, with
varying amounts of available credit expiring beginning in June of 2000. Interest
on the Credit Line was due quarterly in arrears at the London Interbank Offering
Rate (LIBOR) plus applicable margin ranging from 1.5% to 2.5%. In 1998 and 1997,
interest rates under this agreement ranged from 7.22% to 7.38%. At December 31,
1997, the principal amount outstanding was $2,000,000 and the unused bank line
of credit amounted to $3,000,000. In April of 1998, all outstanding balances
were repaid in full and the Credit Line was subsequently cancelled by the
Company in July of 1998.

F-20
<PAGE>
INFORMATION HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 (CONTINUED)

8. INCOME TAXES

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

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
---------------------------------
1996
CRC PRESS
PREDECESSOR
1998 1997 COMPANY
-------- -------- -----------
<S> <C> <C> <C>
Current:
Federal........................................... $ 663 $ -- $(313)
State............................................. 220 30 (33)
Deferred:
Federal........................................... (634) -- 468
State............................................. (207) (27) 48
----- ---- -----
$ 42 $ 3 $ 170
===== ==== =====
</TABLE>

The following represents a reconciliation between the actual income tax
provision and income taxes computed by applying the statutory Federal income tax
rate (35%) to loss before income taxes:

<TABLE>
<CAPTION>
DECEMBER 31
1996
CRC PRESS
PREDECESSOR
COMPANY
-----------
<S> <C>
Statutory rate.............................................. $(3,873)
State and local taxes, net of Federal tax benefits.......... (393)
Goodwill amortization not deductible for tax purposes....... 4,198
Non-deductible permanent items.............................. 26
Other, net.................................................. 212
-------
$ 170
=======
</TABLE>

9. PRO FORMA INCOME TAXES (UNAUDITED)

As discussed in Note 2, the Company was a LLC and was treated as a
partnership for Federal and most state income taxes. In connection with the
offering, the Company became subject to Federal and additional state income tax.
The pro forma provision for income taxes represents the income tax provisions
that would have been reported had the Company been subject to Federal and
additional state income taxes.

F-21
<PAGE>
INFORMATION HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 (CONTINUED)

9. PRO FORMA INCOME TAXES (UNAUDITED) (CONTINUED)
The Pro forma income tax provision consists of the following (in thousands):

<TABLE>
<CAPTION>
YEARS ENDED
DECEMBER 31
------------------------
1998 1997
-------- ---------
<S> <C> <C>
Current:
Federal................................................... $ 636 $ --
State..................................................... 247 3
Deferred.................................................... (841) --
----- ---------
$ 42 $ 3
===== =========
</TABLE>

The following represents a reconciliation between the pro forma income tax
provision and income taxes computed by applying the statutory Federal income tax
rate (35%) to pro forma income (loss) before income taxes:

<TABLE>
<CAPTION>
YEARS ENDED
DECEMBER 31
-------------------
1998 1997
-------- --------
<S> <C> <C>
Statutory rate............................................ $ 1,641 $(1,669)
State and local taxes, net of Federal tax benefits........ 342 (275)
Valuation allowance....................................... (1,960) 1,960
Other, net................................................ 19 (13)
------- -------
Total..................................................... $ 42 $ 3
======= =======
</TABLE>

F-22
<PAGE>
INFORMATION HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 (CONTINUED)

9. PRO FORMA INCOME TAXES (UNAUDITED) (CONTINUED)
Actual 1998 and pro forma 1997 deferred income taxes result from reporting
income and expenses in different periods for tax and pro forma financial
reporting purposes. Significant components of the Company's deferred tax asset
is as follows (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31 DECEMBER 31
1998 1997
----------- -----------
<S> <C> <C>
Current deferred income tax assets:
Allowance for accounts receivable.................. $ 326 $ 326
Inventory.......................................... 451 82
Other, net......................................... -- 188
------ -------
Total............................................ 777 596
Long-term deferred tax assets:
Property and equipment............................. (622) (763)
Net operating loss carryforwards................... -- 353
Amortizable assets................................. (481) 516
Non-deductible lease obligation.................... 1,194 1,258
Other.............................................. (27) 27
------ -------
Total............................................ 64 1,391
------ -------
Deferred tax asset valuation allowance............. -- (1,960)
------ -------
Total deferred tax asset............................. $ 841 $ 27
====== =======
</TABLE>

During 1998, the Company determined that it was more likely than not that
the future tax benefits arising from its deferred tax assets would be realized
in the future due to the Company's continued improvement in earnings and the
probability of future taxable income. As a result, in accordance with SFAS
No. 109, the Company recognized an income tax benefit of $1,960,000.

10. MEMBERSHIP INTEREST

Prior to the initial public offering of the Company's common stock completed
in August of 1998, the Company had two classes of voting preferred equity
interests, which shared in profits and losses. The Class A Preferred holder
contributed 95% of total capital, was allocated 95% of profits and losses and
was entitled to elect three directors. The Class B Preferred holder contributed
5% of total capital, was allocated 5% of profits and losses and was entitled to
elect one director. Voting rights were apportioned between the classes on a
basis equivalent to contributed capital.

Both classes of such preferred equity interests were required to convert to
common equity interests under certain events, including a public offering of the
Company's securities or the sale of the Company. Accordingly, the Class A and
Class B Preferred holders received common equity interests under a
pre-determined formula in connection with the Company's initial public offering.

11. EMPLOYEE BENEFIT PLANS

The Company offers a defined contribution savings plan qualifying under
Section 401(k) of the Internal Revenue Code. The plan covers substantially all
full time U.S. employees, requiring one-year

F-23
<PAGE>
INFORMATION HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 (CONTINUED)

11. EMPLOYEE BENEFIT PLANS (CONTINUED)
of service prior to eligibility (see below). Participants fully vest in Company
contributions after three years with partial vesting after one year. An employee
may contribute up to 25% of his or her earnings on a pre-tax basis subject to
IRS limitations. The Company, via the subsidiaries, matches 50% of such
contributions up to a maximum employee contribution of 6% of salary. Prior to
January 1, 1998, the Company previously offered two plans, which were merged
into a new single plan as noted above. The new plan covers all employees of a
subsidiary of the Company as of December 31, 1997 and new employees with more
than one year of service (compared to 90 days service in the prior plan). Other
plan provisions are unchanged from the prior plans.

The Company's contributions under these plans for each of the three years
ended December 31, 1998, 1997, and 1996 were approximately $198,000, $86,000 and
$119,000, respectively.

12. 1998 STOCK OPTION PLAN

The Board of Directors has adopted the Company's 1998 Stock Option Plan
(the Plan) which provides for the granting of options to purchase not more than
an aggregate of 866,866 shares of Common Stock, subject to adjustment as
provided in the Plan. All directors and full-time employees of the Company are
eligible to participate in the Plan. Each option granted pursuant to the Plan
must provide for an exercise price per share that is at least equal to the fair
market value per share of Common Stock on the date of grant. Options granted
under the Plan are exercisable no earlier than one-year and no later than ten
years from the grant date and vest in 25% increments over a four-year period
from the date of grant. The exercise price of each option, the period during
which each option may be exercised and the other terms and conditions of each
option are determined by the Board of Directors. Options that have been granted
to the Company's independent directors and certain executive officers have
accelerated vesting schedules and exercisable lives.

A summary of stock option transactions under the Company's stock option plan
for the five months ended December 31, 1998 is as follows:

<TABLE>
<CAPTION>
WEIGHTED AVERAGE
SHARES EXERCISE PRICE
-------- ----------------
<S> <C> <C>
Outstanding at January 1, 1998...................... -- $ --
Granted........................................... 541,846 12.02
Exercised......................................... -- --
Canceled or Lapsed................................ (12,513) 12.00
Outstanding at December 31, 1998.................... 529,333 $12.02

Shares exercisable at December 31, 1998............. 109,482 $12.00
</TABLE>

The following table summarizes information about stock options outstanding
at December 31, 1998:

<TABLE>
<CAPTION>
Weighted
Range of Avg. Remaining Weighted Weighted
Exercise Number Contractual Average Number Average
Prices Outstanding Life Exercise Price Exercisable Exercisable
---------- ----------- -------------- -------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
$12.00 521,533 7.3 years $12.00 109,482 $12.00
$13.13 7,800 10.0 years 13.13 -- --
529,333 7.3 years $12.02 109,482 $12.00
</TABLE>

F-24
<PAGE>
INFORMATION HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 (CONTINUED)

12. 1998 STOCK OPTION PLAN (CONTINUED)
The Company accounts for its stock-option plan under the provisions of APB
Opinion 25 and related Interpretations, "Accounting for Stock Issued to
Employees," which utilizes the intrinsic value method. No compensation cost has
been recognized related to the Company's stock option plan. Had compensation
cost for the Company's stock option plan been determined based on the fair value
of the options at the dates of grant consistent with the requirements of SFAS
No. 123, "Accounting for Stock-Based Compensation," the Company's net income and
earnings per share would have been reduced to the pro forma amounts indicated
below (in thousands, except per share data):

<TABLE>
<CAPTION>
DECEMBER 31
1998
-----------
<S> <C>
Net income applicable to common shareholders
As reported............................................... $4,785
Pro forma................................................. 4,691
Net income per basic and diluted common share
As reported............................................... $ 0.28
Pro forma................................................. $ 0.28
</TABLE>

The fair value of stock options granted in fiscal 1998 was estimated at the
dates of grant using the Black-Scholes option pricing model with the following
weighted-average assumptions used:

<TABLE>
<CAPTION>
DECEMBER
1998
--------
<S> <C>
Risk free interest rate..................................... 5.5%
Expected life of option grants.............................. 5
Expected volatility......................................... 25.0%
Expected dividend yield..................................... 0
</TABLE>

13. COMMITMENTS AND CONTINGENCIES

LEASE COMMITMENTS--The Company leases office space, office and computer
equipment. The leases generally provide for the lessee to pay taxes,
maintenance, insurance and certain other operating costs of the leased property,
and certain capital leases include escalation clauses.

F-25
<PAGE>
INFORMATION HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 (CONTINUED)

13. COMMITMENTS AND CONTINGENCIES (CONTINUED)
The future noncancelable minimum lease payments under operating leases and
under capital leases including estimated escalation amounts as of December 31,
1998 are as follows (in thousands):

<TABLE>
<CAPTION>
OPERATING CAPITAL
LEASES LEASES
--------- --------
<S> <C> <C>
Year ending December 31...................................
1999...................................................... $ 639 $ 525
2000...................................................... 668 516
2001...................................................... 646 519
2002...................................................... 512 536
2003...................................................... 293 553
Thereafter................................................ 936 1,517
------ ------
Total minimum lease payments.............................. $3,694 4,166
====== ------
Less amount representing unamortized interest............. 1,211
------
Present value of net minimum lease payments............... 2,955
Less current maturities................................... 261
------
Long-term obligation...................................... $2,694
======
</TABLE>

Assets recorded under capital leases are included in Property and equipment
as follows (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31 DECEMBER 31
1998 1997
----------- -----------
<S> <C> <C>
Buildings............................................ $2,344 $2,344
Computer equipment................................... 86 86
------ ------
2,430 2,430
Less accumulated depreciation........................ 565 266
------ ------
$1,865 $2,164
====== ======
</TABLE>

Rental expense for operating leases amounted to approximately $1,048,000,
$888,000 and $872,000 for each of the years ended December 31, 1998, 1997 and
1996 respectively.

LEGAL PROCEEDINGS--From time to time, the Company is a party to certain
lawsuits and administrative proceedings that arise in the conduct of its
business (see Item 3). While the outcome of these lawsuits and proceedings
cannot be predicted with certainty, management believes that, if adversely
determined, the lawsuits and proceedings, either singularly or in the aggregate,
would not have a material adverse effect on the financial condition, results of
operations, or net cash flows of the Company.

EMPLOYMENT AGREEMENTS--The Company has employment agreements with certain
officers and management personnel. The terms of these agreements are specific to
each employee.

F-26
<PAGE>
INFORMATION HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 (CONTINUED)

14. RELATED PARTY TRANSACTIONS

In connection with the acquisition of CRC Press in January 1997, the Initial
Stockholders loaned an aggregate of $2,500,000 to the Company. Such loans were
repaid without interest in April 1997.

The Company transacts business in the amount of approximately $250,000 per
year with a mail house owned by a brother-in-law of Dennis Buda, the President
of CRC Press. The rates charged by such mail house are at or below the rates
charged by other mail houses serving the Company.

In September 1998, a subsidiary of the Company entered into a loan agreement
with an executive officer. Under the terms of the loan agreement, the subsidiary
provided a loan of $550,000 bearing an interest rate of 5.5% per annum, payable
on demand. The loan was repaid in full in January 1999.

Times Mirror International Publishers, Inc. (TMIP), a wholly-owned
subsidiary of Times Mirror, had an arrangement with other subsidiaries of Times
Mirror, including CRC Press in fiscal 1996, to manage all international sales,
including sales of U.S. copyrighted materials, foreign language adaptations of
U.S. copyrighted materials and foreign rights income. In connection with this
arrangement, TMIP marketed, sold and distributed CRC Press' products in certain
international markets. Net sales to TMIP aggregated $3,975,000 in 1996.
CRC Press incurred direct costs including paper, printing, binding,
international royalties and incremental plant, editorial and production
associated with foreign language adaptations of $1,837,000 in 1996.

15. SEGMENT INFORMATION

The Company operates in one business segment, namely publishing, and
publishes information in print and electronic media in a variety of fields
including science, technology, business and intellectual property. Products are
distributed on a worldwide basis, and the Company has operating offices in the
United States and in Europe. The following table presents revenues (in
thousands):

<TABLE>
<CAPTION>
YEARS ENDED
DECEMBER 31
-------------------
1998 1997
-------- --------
<S> <C> <C>
United States............................................. $34,974 $24,570
Europe.................................................... 7,970 9,086
Others.................................................... 3,707 1,213
------- -------
$46,651 $34,869
======= =======
</TABLE>

Revenues from one customer represented approximately 18.7% of the Company's
consolidated revenue in fiscal year 1997. There were no customers who exceeded
10% of total revenues in fiscal 1998 and 1996, respectively.

16. FINANCIAL INSTRUMENTS AND OFF BALANCE SHEET RISK

CONCENTRATION OF CREDIT RISK--Financial instruments that potentially subject
the Company to credit risks consists principally of receivables. The Company
believes the concentration of credit risk in its accounts receivables is
substantially mitigated by the Company's ongoing credit evaluation process and
due to the large number of customers comprising the Company's customer base. The
Company does not generally require collateral from customers. A subsidiary of IV
has entered into an exclusive

F-27
<PAGE>
INFORMATION HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 (CONTINUED)

16. FINANCIAL INSTRUMENTS AND OFF BALANCE SHEET RISK (CONTINUED)
distribution agreement with a third party for sale of its products in regions
outside of North America. Accounts receivable related to this distribution
agreement approximated $2,262,000 at December 31, 1998. The Company evaluates
the need for an allowance for doubtful accounts based upon factors surrounding
the credit risk of specific customers, historical trends and other information.

The Company invests its excess cash in high quality short-term liquid money
market instruments and government agency bills. The Company has a policy of
making investments only with institutions that have at least an "A" credit
rating from a national rating agency. The investments generally mature within
six months. The Company has not incurred losses related to these investments.

The Company maintains its cash in demand deposit accounts which at times may
exceed the Federal Deposit Insurance Corporation (FDIC) insurance limits. As of
December 31, 1998, the Company had approximately $490,000 of cash in excess of
FDIC insurance limits.

FAIR VALUE OF FINANCIAL INSTRUMENTS--The carrying amount of cash and cash
equivalents, accounts receivable and accounts payable approximates fair value
because of the short-term maturity of these instruments.

The carrying value of the Company's borrowings under its capitalized lease
obligations approximates fair value based on quoted market prices for the same
or similar instruments.

17. SUBSEQUENT EVENT

On January 7, 1999, effectively as of January 1, 1999, the Company acquired
the stock of Optipat, Inc. (Optipat), for cash consideration of $3,250,000.
Optipat provides patent information in printed format and over the Internet to
the corporate and legal markets. Also in January 1999, the Company purchased the
environmental book-publishing list of Ann Arbor Press for cash consideration of
approximately $500,000.

F-28
<PAGE>
Inside back cover

[Artwork for prospectus inside back cover page shows screen photos of
Information Holdings' current web sites]
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

4,000,000 SHARES

[LOGO]

COMMON STOCK
-------------
PROSPECTUS
------------------

MERRILL LYNCH & CO.
MORGAN STANLEY DEAN WITTER
THOMAS WEISEL PARTNERS LLC

, 2000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered which we will pay. All
the amounts shown are estimates, except the SEC registration fee and the NASD
filing fee:

<TABLE>
<S> <C>
SEC Registration Fee........................................ $ 32,267
NYSE Fee.................................................... 16,100
NASD Fees................................................... 12,722
Transfer Agent and Registrar Fees and Expenses.............. 10,000
Printing and Engraving Expenses............................. 200,000
Legal Fees and Expenses..................................... 300,000
Accounting Fees and Expenses................................ 20,000
Blue Sky Fees and Expenses.................................. 5,000
Miscellaneous Expenses...................................... 8,900
--------
Total....................................................... $604,989
========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law empowers a Delaware
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 or investigative (other than an action
by or in the right of such corporation) by reason of the fact that such person
is or was a director, officer, employee or agent of such corporation, or is or
was serving at the request of such corporation as a director, officer, employee
or agent of another corporation or enterprise. A corporation may indemnify such
person against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding 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, and, with respect to any criminal action or proceeding, has no
reasonable cause to believe his conduct was unlawful. A corporation may, in
advance of the final disposition of any civil, criminal, administrative or
investigative action, suit or proceeding, pay the expenses (including attorneys'
fees) incurred by any officer or director in defending such action, provided
that the director or officer undertake to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation.

A Delaware corporation may indemnify officers and directors in an action by
or in the right of the corporation to procure a judgment in its favor under the
same conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses (including attorneys' fees) which he actually or reasonably
incurred in connection therewith. The indemnification provided is not deemed to
be exclusive of any other rights to which an officer or director may be entitled
under any corporation's bylaw, agreement, vote or otherwise.

We have adopted provisions in our certificate of incorporation and bylaws
that provide that we will indemnify our officers and directors to the maximum
extent permitted under the DGCL. In addition, the Underwriting Agreement filed
as Exhibit 1.1 to this Registration Statement provides for indemnification of
us, our officers and our directors by the underwriters under some circumstances.

Our officers and directors are also covered under our directors' and
officers' insurance policy.

II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES

(a) Exhibits

<TABLE>
<C> <S>
1.1 Form of Underwriting Agreement among Information
Holdings Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. Incorporated and Thomas
Weisel Partners LLC

4.1 Specimen of Common Stock Certificate*

4.2 Registration Rights Agreement, dated as of August 12, 1998,
among Information Holdings Inc., Warburg, Pincus Ventures,
L.P., and Mason P. Slaine**

5.1 Opinion of Willkie Farr & Gallagher+

23.1 Consent of Willkie Farr & Gallagher (included in
Exhibit 5.1)+

23.2 Consent of Ernst & Young LLP

23.3 Consent of Ernst & Young LLP

23.4 Consent of Ernst & Young LLP

23.5 Consent of Ernst & Young LLP

24 Power of Attorney+

27.1 Financial Data Schedule
</TABLE>

(b) Financial Statements Schedules**

None.

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

+ Previously filed.

* Incorporated herein by reference to the Registration Statement on Form S-1
(File No. 333-56665).

** Incorporated herein by reference to the Annual Report on Form 10-K for the
fiscal year ended December 30, 1998.

ITEM 17. UNDERTAKINGS

1. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement 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.

2. 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 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 persons 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

II-2
<PAGE>
by it is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.

3. The undersigned Registrant hereby undertakes that

(a) 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 the 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.

(b) 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-3
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused Amendment No. 1 to this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in New York, New York, on March 10, 2000.

<TABLE>
<S> <C> <C>
INFORMATION HOLDINGS INC.

BY: /S/ VINCENT A. CHIPPARI
-----------------------------------------
Name: Vincent A. Chippari
Title: Executive Vice President and Chief
Financial Officer
</TABLE>

II-4
<PAGE>

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
President, Chief Executive
* Officer and Director
------------------------------------------- (Principal Executive March 10, 2000
Mason P. Slaine Officer)

Executive Vice President and
/s/ VINCENT A. CHIPPARI Chief Financial Officer
------------------------------------------- (Principal Accounting March 10, 2000
Vincent A. Chippari Officer and Principal
Financial Officer)

* Director
------------------------------------------- March 10, 2000
Michael E. Danziger

* Director
------------------------------------------- March 10, 2000
David R. Haas

* Director
------------------------------------------- March 10, 2000
Sidney Lapidus

* Director
------------------------------------------- March 10, 2000
David E. Libowitz
</TABLE>

<TABLE>
<S> <C> <C> <C>
*By: /s/ VINCENT A. CHIPPARI
--------------------------------------
ATTORNEY-IN-FACT
</TABLE>

II-5

<PAGE>

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

INFORMATION HOLDINGS INC.
(a Delaware corporation)

4,000,000 Shares of Common Stock

PURCHASE AGREEMENT

Dated: , 2000

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

<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
PURCHASE AGREEMENT...........................................................1

SECTION 1. Representations and Warranties....................................3

(a) Representations and Warranties by the
Company.................................................................3
(i) Compliance with Registration
Requirements.....................................................3
(ii) Independent Accountants..........................................4
(iii) Financial Statements.............................................4
(iv) No Material Adverse Change in Business...........................5
(v) Good Standing of the Company.....................................5
(vi) Good Standing of Subsidiaries....................................6
(vii) Capitalization...................................................6
(viii) Authorization of Agreement.......................................7
(ix) Authorization and Description of
Securities.......................................................7
(x) Absence of Defaults and Conflicts................................7
(xi) Absence of Labor Dispute.........................................8
(xii) Absence of Proceedings...........................................8
(xiii) Accuracy of Exhibits.............................................9
(xiv) Possession of Intellectual Property..............................9
(xv) Absence of Further Requirements..................................9
(xvi) Possession of Licenses and Permits..............................10
(xvii) Title to Property...............................................10
(xviii) Compliance with Cuba Act........................................11
(xix) Investment Company Act..........................................11
(xx) Environmental Laws..............................................11
(xxi) Registration....................................................12
(b) Officer's Certificates.................................................12

SECTION 2. Sale and Delivery to the
Underwriters; Closing............................................12
(a) Initial Securities.....................................................12
(b) Option Securities......................................................13
(c) Payment................................................................13
(d) Denominations; Registration............................................14

SECTION 3. Covenants of the
Company..........................................................14
(a) Compliance with Securities Regulations and Commission Requests.........14
(b) Filing of Amendments...................................................15
(c) Delivery of Registration Statements....................................15
(d) Delivery of Prospectus.................................................16
(e) Continued Compliance with Securities Laws..............................16
(f) Blue Sky Qualifications................................................16
(g) Rule 158...............................................................17
(h) Use of Proceeds........................................................17
(i) Listing................................................................17
</TABLE>

-i-
<PAGE>

<TABLE>

PAGE
<S> <C>
(j) Restriction on Sale of Securities.......................................17
(k) Reporting Requirements..................................................18
(l) Compliance with NASD Rules..............................................18
(m) Compliance with Rule 463................................................18

SECTION 4. Payment of Expenses...............................................19
(a) Expenses................................................................19
(b) Termination of Agreement................................................19

SECTION 5. Conditions of the Underwriters' Obligations.......................20
(a) Effectiveness of Registration Statement.................................20
(b) Opinion of Counsel for the Company......................................20
(c) Opinion of Counsel for the Underwriters.................................20
(d) Officers' Certificate...................................................21
(e) Accountant's Comfort Letter.............................................21
(f) Bring-down Comfort Letter...............................................22
(g) Approval of Listing.....................................................22
(h) No Objection............................................................22
(i) Lock-up Agreements......................................................22
(j) Conditions to Purchase of Option Securities.............................22

(k) Additional Documents....................................................23
(l) Termination of Agreement................................................23

SECTION 6. Indemnification...................................................24
(a) Indemnification of the Underwriters.....................................24
(b) Indemnification of the Company, its Directors and Officers..............26
(c) Actions against Parties; Notification...................................26
(d) Settlement without Consent if Failure to Reimburse......................27

SECTION 7. Contribution......................................................27

SECTION 8. Representations, Warranties and Agreements to Survive Delivery....29

SECTION 9. Termination of Agreement..........................................29
(a) Termination; General....................................................29
(b) Liabilities.............................................................30

SECTION 10. Default by One or More of the Underwriters.......................30

SECTION 11. Notices..........................................................31

SECTION 12. Parties..........................................................31

SECTION 13. GOVERNING LAW AND TIME...........................................31
</TABLE>

-ii-
<PAGE>

<TABLE>
PAGE
<S> <C>
SECTION 14. Effect of Headings...............................................31

SCHEDULES
Schedule A - List of Underwriters..............................Sch A-1
Schedule B - Pricing Information...............................Sch B-1
Schedule C - List of Persons subject to Lock-up................Sch C-1
Schedule D - List of Subsidiaries..............................Sch D-1

EXHIBITS
Exhibit A - Form of Opinion of Company's Counsel...................A-1
Exhibit B - Form of Lock-up Letter.................................B-1
</TABLE>

-iii-
<PAGE>

INFORMATION HOLDINGS INC.

(a Delaware corporation)
4,000,000 Shares of Common Stock
(Par Value $.01 Per Share)

PURCHASE AGREEMENT

, 2000

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
MORGAN STANLEY & CO. INCORPORATED
THOMAS WEISEL PARTNERS LLC
as Representatives of the several Underwriters
c/o Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
North Tower
World Financial Center
New York, New York 10281-1209

Ladies and Gentlemen:

Information Holdings Inc., a Delaware corporation (the
"Company"), confirms its agreement with Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), Morgan Stanley & Co.
Incorporated, Thomas Weisel Partners LLC and each of the other Underwriters
named in Schedule A hereto (collectively, the "Underwriters," which term shall
also include any underwriter substituted as hereinafter provided in Section 10
hereof), for whom Merrill Lynch, Morgan Stanley & Co. Incorporated and Thomas
Weisel Partners LLC are acting as Representatives (in such capacity, the
"Representatives"), with respect to the issue and sale by the Company and the
purchase by the Underwriters, acting severally and not jointly, of the
respective numbers of shares of Common Stock, par value $.01 per share, of the
Company ("Common Stock") set forth in said Schedule A, and with respect to the
grant by the Company to the Underwriters, acting severally and not jointly, of
the option described in Section 2(b) hereof to purchase all or any part of
600,000 additional shares of Common Stock solely to cover over-allotments, if
any. The aforesaid 4,000,000 shares of Common Stock (the "Initial Securities")
to be purchased by the Underwriters and all or any part of the 600,000 shares of
Common Stock subject to the option described in Section 2(b) hereof (the "Option
Securities") are hereinafter called, collectively, the "Securities."

<PAGE>
-2-

The Company understands that the Underwriters propose to make
a public offering of the Securities as soon as the Representatives deem
advisable after this Agreement has been executed and delivered.

The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3 (No.
333-30202) covering the registration of the Securities under the Securities Act
of 1933, as amended (the "1933 Act"), including the related preliminary
prospectus. Promptly after execution and delivery of this Agreement, the Company
will either (i) prepare and file a prospectus in accordance with the provisions
of Rule 430A ("Rule 430A") of the rules and regulations of the Commission under
the 1933 Act (the "1933 Act Regulations") and paragraph (b) of Rule 424 ("Rule
424(b)") of the 1933 Act Regulations or (ii) if the Company has elected to rely
upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term
sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule
424(b). The information included in any prospectus or Term Sheet, as the case
may be, that was omitted from such registration statement at the time it became
effective but that is deemed to be part of such registration statement at the
time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred
to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is
referred to as "Rule 434 Information." Each prospectus used before such
registration statement became effective, and any prospectus that omitted, as
applicable, the Rule 430A Information or the Rule 434 Information, that was used
after such effectiveness and prior to the execution and delivery of this
Agreement, is herein called a "preliminary prospectus." Such registration
statement, including the exhibits thereto and schedules thereto, at the time it
became effective and including the Rule 430A Information or the Rule 434
Information, as applicable, is herein called the "Registration Statement." Any
registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations
is herein referred to as the "Rule 462(b) Registration Statement," and after
such filing the term "Registration Statement" shall include the Rule 462(b)
Registration Statement. The final prospectus in the form first furnished to the
Underwriters for use in connection with the offering of the Securities is herein
called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall
refer to the preliminary prospectus dated February 18, 2000, together with the
applicable Term Sheet and all references in this Agreement to the date of such
Prospectus shall mean the date of the applicable Term Sheet. For purposes of
this Agreement, all references to the Registration Statement, any preliminary

<PAGE>
-3-

prospectus, the Prospectus or any Term Sheet or any amendment or supplement to
any of the foregoing shall be deemed to include the copy filed with the
Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval
system ("EDGAR"), as well as all exhibits thereto and documents incorporated by
reference therein.

SECTION 1. REPRESENTATIONS AND WARRANTIES.

(a) REPRESENTATIONS AND WARRANTIES BY THE COMPANY. The Company
represents and warrants to each Underwriter as of the date hereof, as of the
Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery
(if any) referred to in Section 2(b), hereof and agrees with each Underwriter,
as follows:

(i) COMPLIANCE WITH REGISTRATION REQUIREMENTS. Each of the
Registration Statement and any Rule 462(b) Registration Statement has
become effective under the 1933 Act and no stop order suspending the
effectiveness of the Registration Statement or any Rule 462(b)
Registration Statement has been issued under the 1933 Act and no
proceedings for that purpose have been instituted or are pending or, to
the knowledge of the Company, are contemplated by the Commission, and
any request on the part of the Commission for additional information
has been complied with.

At the respective times the Registration Statement,
any Rule 462(b) Registration Statement and any post-effective
amendments thereto became effective and at the Closing Time (as defined
below) (and, if any Option Securities are purchased, at the Date of
Delivery), the Registration Statement, the Rule 462(b) Registration
Statement and any amendments or supplements thereto complied and will
comply in all material respects with the requirements of the 1933 Act
and the 1933 Act Regulations and did not and will not contain an untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading, and the Prospectus, any preliminary prospectus and any
supplement thereto or prospectus wrapper prepared in connection
therewith, at their respective times of issuance and at the Closing
Time, complied and will comply in all material respects with any
applicable laws or regulations of foreign jurisdictions in which the
Prospectus and such preliminary prospectus, as amended or supplemented,
if applicable, are distributed in connection with the offer and sale of
Reserved Securities. Neither

<PAGE>
-4-

the Prospectus nor any amendments or supplements thereto including any
prospectus wrapper, at the time the Prospectus or any amendment or
supplement thereto was issued and at the Closing Time (as defined
below) (and, if any Option Securities are purchased, at the Date of
Delivery), included or will include an untrue statement of a material
fact or omitted or will omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. If Rule 434 is used, the
Company will comply with the requirements of Rule 434 and the
Prospectus shall not be "materially different," as such term is used in
Rule 434, from the prospectus included in the Registration Statement at
the time it became effective. The representations and warranties in
this subsection shall not apply to statements in or omissions from the
Registration Statement or the Prospectus made in reliance upon and in
conformity with information furnished to the Company in writing by any
Underwriter through the Representatives expressly for use in the
Registration Statement or the Prospectus.

Each preliminary prospectus filed as part of the
Registration Statement as originally filed or as part of any amendment
thereto, or filed pursuant to Rule 424 under the 1933 Act, complied
when so filed in all material respects with the 1933 Act Regulations
and each preliminary prospectus and the Prospectus delivered to the
Underwriters for use in connection with this offering was identical to
the electronically transmitted copy thereof filed with the Commission
pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(ii) INDEPENDENT ACCOUNTANTS. The accountants who certified
the financial statements and supporting schedules included in the
Registration Statement are independent public accountants as required
by the 1933 Act and the 1933 Act Regulations.

(iii) FINANCIAL STATEMENTS. The financial statements included
in the Registration Statement and the Prospectus, together with the
related schedules and notes, present fairly the financial position of
the Company and its consolidated subsidiaries at the dates indicated
and the statement of operations, stockholders' equity and cash flows of
the Company and its consolidated subsidiaries for the periods
specified; said financial statements have been prepared in conformity
with generally accepted accounting

<PAGE>
-5-

principles ("GAAP") applied on a consistent basis throughout the
periods involved. The supporting schedules included in the Registration
Statement present fairly in accordance with GAAP the information
required to be stated therein. The selected financial data and the
summary financial information included in the Prospectus present fairly
the information shown therein and have been compiled on a basis
consistent with that of the audited financial statements included in
the Registration Statement. The pro forma financial statements and the
related notes thereto included in the Registration Statement and the
Prospectus present fairly the information shown therein, have been
prepared in accordance with the Commission's rules and guidelines with
respect to pro forma financial statements and have been properly
compiled on the bases described therein, and the assumptions used in
the preparation thereof are reasonable and the adjustments used therein
are appropriate to give effect to the transactions and circumstances
referred to therein.

(iv) NO MATERIAL ADVERSE CHANGE IN BUSINESS. Since the
respective dates as of which information is given in the Registration
Statement and the Prospectus, except as otherwise stated therein, (A)
there has been no material adverse change in the condition, financial
or otherwise, or in the earnings, business affairs or business
prospects of the Company and its subsidiaries considered as one
enterprise, whether or not arising in the ordinary course of business
(a "Material Adverse Effect"), (B) there have been no transactions
entered into by the Company or any of its subsidiaries, other than
those in the ordinary course of business, which are material with
respect to the Company and its subsidiaries considered as one
enterprise, and (C) there has been no dividend or distribution of any
kind declared, paid or made by the Company on any class of its capital
stock.

(v) GOOD STANDING OF THE COMPANY. The Company has been duly
organized and is validly existing as a corporation in good standing
under the laws of the State of Delaware and has corporate power and
authority to own, lease and operate its properties and to conduct its
business as described in the Prospectus and to enter into and perform
its obligations under this Agreement; and the Company is duly qualified
as a foreign corporation to transact business and is in good standing
in each other jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property or the
conduct of

<PAGE>
-6-

business, except where the failure so to qualify or to be in good
standing would not result in a Material Adverse Effect.

(vi) GOOD STANDING OF SUBSIDIARIES. Each "significant
subsidiary" of the Company (as such term is defined in Rule 1-02 of
Regulation S-X) (each a "Subsidiary" and, collectively, the
"Subsidiaries") has been duly organized and is validly existing as a
limited liability company in good standing under the laws of the
jurisdiction of its organization, has the power and authority to own,
lease and operate its properties and to conduct its business as
described in the Prospectus and is duly qualified as a foreign limited
liability company to transact business and is in good standing in each
jurisdiction in which such qualification is required, whether by reason
of the ownership or leasing of property or the conduct of business,
except where the failure so to qualify or to be in good standing would
not result in a Material Adverse Effect; except as otherwise disclosed
in the Registration Statement, all of the issued and outstanding equity
interests of each such Subsidiary have been duly authorized and validly
issued, are fully paid and non-assessable and are owned by the Company,
directly or through subsidiaries, free and clear of any security
interest, mortgage, pledge, lien, encumbrance, claim or equity; none of
the outstanding equity interests of any Subsidiary was issued in
violation of the preemptive or similar rights of any securityholder of
such Subsidiary. The only Subsidiaries of the Company are the
subsidiaries listed on Schedule D of this Agreement.

(vii) CAPITALIZATION. The authorized, issued and outstanding
capital stock of the Company is as set forth in the Prospectus in the
column entitled "Actual" under the caption "Capitalization" (except for
subsequent issuances, if any, pursuant to this Agreement, pursuant to
reservations, agreements or employee benefit plans referred to in the
Prospectus or pursuant to the exercise of convertible securities or
options referred to in the Prospectus). The shares of issued and
outstanding capital stock of the Company have been duly authorized and
validly issued and are fully paid and non-assessable; none of the
outstanding shares of capital stock of the Company was issued in
violation of the preemptive or other similar rights of any
securityholder of the Company.

<PAGE>
-7-

(viii) AUTHORIZATION OF AGREEMENT. This Agreement has been duly
authorized, executed and delivered by the Company.

(ix) AUTHORIZATION AND DESCRIPTION OF SECURITIES. The
Securities to be purchased by the Underwriters from the Company have
been duly authorized for issuance and sale to the Underwriters pursuant
to this Agreement and, when issued and delivered by the Company
pursuant to this Agreement against payment of the consideration set
forth herein, will be validly issued, fully paid and non-assessable;
the Common Stock conforms to all statements relating thereto contained
in the Prospectus and such description conforms to the rights set forth
in the instruments defining the same; no holder of the Securities will
be subject to personal liability by reason of being such a holder; and
the issuance of the Securities is not subject to the preemptive or
other similar rights of any securityholder of the Company.

(x) ABSENCE OF DEFAULTS AND CONFLICTS. Neither the Company
nor any of its subsidiaries is in violation of its charter, by-laws or
limited liability company agreement, as the case may be, or in default
in the performance or observance of any obligation, agreement, covenant
or condition contained in any contract, indenture, mortgage, deed of
trust, loan or credit agreement, note, lease or other agreement or
instrument to which the Company or any of its subsidiaries is a party
or by which it or any of them may be bound, or to which any of the
property or assets of the Company or any subsidiary is subject
(collectively, "Agreements and Instruments") except for such defaults
that would not result in a Material Adverse Effect; and the execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated in this Agreement and in the Registration
Statement (including the issuance and sale of the Securities and the
use of the proceeds from the sale of the Securities as described in the
Prospectus under the caption "Use of Proceeds") and compliance by the
Company with its obligations under this Agreement has been duly
authorized by all necessary corporate action and do not and will not,
whether with or without the giving of notice or passage of time or
both, conflict with or constitute a breach of, or default or Repayment
Event (as defined below) under, or result in the creation or imposition
of any lien, charge or encumbrance upon any property or assets of the
Company or any subsidiary pursuant to, the Agreements and Instruments

<PAGE>
-8-

(except for such conflicts, breaches or defaults or liens, charges or
encumbrances that would not result in a Material Adverse Effect), nor
will such action result in any violation of the provisions of the
charter, by-laws or limited liability company agreement, as the case
may be, of the Company or any subsidiary or any applicable law,
statute, rule, regulation, judgment, order, writ or decree of any
government, government instrumentality or court having jurisdiction
over the Company or any subsidiary or any of their assets, properties
or operations. As used herein, a "Repayment Event" means any event or
condition which gives the holder of any note, debenture or other
evidence of indebtedness (or any person acting on such holder's behalf)
the right to require the repurchase, redemption or repayment of all or
a portion of such indebtedness by the Company or any subsidiary.

(xi) ABSENCE OF LABOR DISPUTE. No labor dispute with the
employees of the Company or any subsidiary exists or, to the knowledge
of the Company, is imminent, and the Company is not aware of any
existing or imminent labor disturbance by the employees of any of its
or any subsidiary's principal suppliers, manufacturers, customers or
contractors, which, in either case, may reasonably be expected to
result in a Material Adverse Effect.

(xii) ABSENCE OF PROCEEDINGS. There is no action, suit,
proceeding, inquiry or investigation before or brought by any court or
governmental agency or body now pending, or, to the knowledge of the
Company, threatened, against or affecting the Company or any
subsidiary, which is required to be disclosed in the Registration
Statement (other than as disclosed therein), or which might reasonably
be expected to result in a Material Adverse Effect, or which might
reasonably be expected to materially and adversely affect the
properties or assets thereof or the consummation of the transactions
contemplated in this Agreement or the performance by the Company of its
obligations hereunder or thereunder; the aggregate of all pending legal
or governmental proceedings to which the Company or any subsidiary is a
party or of which any of their respective property or assets is the
subject which are not described in the Registration Statement,
including ordinary routine litigation incidental to the business, could
not reasonably be expected to result in a Material Adverse Effect.

<PAGE>
-9-

(xiii) ACCURACY OF EXHIBITS. There are no contracts or
documents which are required to be described in the Registration
Statement or the Prospectus or to be filed as exhibits thereto which
have not been so described and filed as required.

(xiv) POSSESSION OF INTELLECTUAL PROPERTY. The Company and its
subsidiaries own or possess, or can acquire on reasonable terms,
adequate patents, patent rights, licenses, inventions, copyrights,
know-how (including trade secrets and other unpatented and/or
unpatentable proprietary or confidential information, systems or
procedures), trademarks, service marks, domain names, trade names or
other intellectual property (collectively, "Intellectual Property")
necessary to carry on the business now operated by them, and neither
the Company nor any of its subsidiaries has received any notice or is
otherwise aware of any infringement of or conflict with asserted rights
of others with respect to any Intellectual Property or of any facts or
circumstances which would render any Intellectual Property invalid or
inadequate to protect the interest of the Company or any of its
subsidiaries therein, and which infringement or conflict (if the
subject of any unfavorable decision, ruling or finding) or invalidity
or inadequacy, singly or in the aggregate, would result in a Material
Adverse Effect.

(xv) ABSENCE OF FURTHER REQUIREMENTS. No filing with, or
authorization, approval, consent, license, order, registration,
qualification or decree of, any court or governmental authority or
agency is necessary or required for the performance by the Company of
its obligations hereunder, in connection with the offering, issuance or
sale of the Securities under this Agreement or the consummation of the
transactions contemplated by this Agreement, except (i) such as have
been already obtained or as may be required under the 1933 Act or the
1933 Act Regulations and state securities or blue sky laws and (ii)
such as have been obtained under the laws and regulations of
jurisdictions outside the United States in which the Reserved
Securities are offered.

(xvi) POSSESSION OF LICENSES AND PERMITS. The Company and its
subsidiaries possess such permits, licenses, approvals, consents and
other authorizations (collectively, "Governmental Licenses") issued by
the appropriate federal, state or local regulatory agencies or bodies
necessary to conduct the business now operated by them; the

<PAGE>
-10-

Company and its subsidiaries are in compliance with the terms and
conditions of all such Governmental Licenses, except where the failure
so to comply would not, singly or in the aggregate, have a Material
Adverse Effect; all of the Governmental Licenses are valid and in full
force and effect, except when the invalidity of such Governmental
Licenses or the failure of such Governmental Licenses to be in full
force and effect would not have a Material Adverse Effect; and neither
the Company nor any of its subsidiaries has received any notice of
proceedings relating to the revocation or modification of any such
Governmental Licenses which, singly or in the aggregate, if the subject
of an unfavorable decision, ruling or finding, would result in a
Material Adverse Effect.

(xvii) TITLE TO PROPERTY. The Company and its subsidiaries have
good and marketable title to all real property owned by the Company and
its subsidiaries and good title to all other properties owned by them,
in each case, free and clear of all mortgages, pledges, liens, security
interests, claims, restrictions or encumbrances of any kind except such
as (a) are described in the Prospectus or (b) do not, singly or in the
aggregate, materially affect the value of such property and do not
interfere with the use made and proposed to be made of such property by
the Company or any of its subsidiaries; and all of the leases and
subleases material to the business of the Company and its subsidiaries,
considered as one enterprise, and under which the Company or any of its
subsidiaries holds properties described in the Prospectus, are in full
force and effect, and neither the Company nor any subsidiary has any
notice of any material claim of any sort that has been asserted by
anyone adverse to the rights of the Company or any subsidiary under any
of the leases or subleases mentioned above, or affecting or questioning
the rights of the Company or such subsidiary to the continued
possession of the leased or subleased premises under any such lease or
sublease.

(xviii) COMPLIANCE WITH CUBA ACT. The Company has complied with,
and is and will be in compliance with, the provisions of that certain
Florida act relating to disclosure of doing business with Cuba,
codified as Section 517.075 of the Florida statutes, and the rules and
regulations thereunder (collectively, the "Cuba Act") or is exempt
therefrom.

<PAGE>
-11-

(xix) INVESTMENT COMPANY ACT. The Company is not, and upon the
issuance and sale of the Securities as herein contemplated and the
application of the net proceeds therefrom as described in the
Prospectus will not be, an "investment company" or an entity
"controlled" by an "investment company" as such terms are defined in
the Investment Company Act of 1940, as amended (the "1940 Act").

(xx) ENVIRONMENTAL LAWS. Except as described in the
Registration Statement and except as would not, singly or in the
aggregate, result in a Material Adverse Effect, (A) neither the Company
nor any of its subsidiaries is in violation of any federal, state or
local statute, law, rule, regulation, ordinance, code, published policy
or rule of common law or any judicial or administrative interpretation
thereof, including any judicial or administrative order, consent,
decree or judgment, relating to pollution or protection of human
health, the environment (including, without limitation, ambient air,
surface water, groundwater, land surface or subsurface strata) or
wildlife, including, without limitation, laws and regulations relating
to the release or threatened release of chemicals, pollutants,
contaminants, wastes, toxic substances, hazardous substances, petroleum
or petroleum products (collectively, "Hazardous Materials") or to the
manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of Hazardous Materials (collectively,
"Environmental Laws"), (B) the Company and its subsidiaries have all
permits, authorizations and approvals required under any applicable
Environmental Laws and are each in compliance with their requirements,
(C) there are no pending or, to the Company's knowledge, threatened
administrative, regulatory or judicial actions, suits, demands, demand
letters, claims, liens, notices of noncompliance or violation,
investigation or proceedings relating to any Environmental Law against
the Company or any of its subsidiaries and (D) to the Company's
knowledge, there are no events or circumstances that might reasonably
be expected to form the basis of an order for clean-up or remediation,
or an action, suit or proceeding by any private party or governmental
body or agency, against or affecting the Company or any of its
subsidiaries relating to Hazardous Materials or any Environmental Laws.

(xxi) REGISTRATION. There are no persons with registration
rights or other similar rights to have any securities registered
pursuant to the Registration Statement or

<PAGE>
-12-

otherwise registered by the Company under the 1933 Act, except as
disclosed in the Registration Statement.

(b) OFFICER'S CERTIFICATES. Any certificate signed by any
officer of the Company or any of its subsidiaries delivered to the Coordinator,
the Representatives or to counsel for the Underwriters shall be deemed a
representation and warranty by the Company to each Underwriter as to the matters
covered thereby.

SECTION 2. Sale and Delivery to the Underwriters; Closing.
-----------------------------------------------

(a) INITIAL SECURITIES. On the basis of the representations
and warranties herein contained and subject to the terms and conditions herein
set forth, the Company agrees to sell to each Underwriter, severally and not
jointly, and each Underwriter, severally and not jointly, agrees to purchase
from the Company, at the price per share set forth in Schedule B, the number of
Initial Securities set forth in Schedule A opposite the name of such
Underwriter, plus any additional number of Initial Securities which such
Underwriter may become obligated to purchase pursuant to the provisions of
Section 10 hereof.

(b) OPTION SECURITIES. In addition, on the basis of the
representations and warranties herein contained and subject to the terms and
conditions herein set forth, the Company hereby grants an option to the
Underwriters, severally and not jointly, to purchase up to an additional 600,000
shares of Common Stock at the price per share set forth in Schedule B hereto,
less an amount per share equal to any dividends or distributions, if any,
declared by the Company and payable on the Initial Securities but not payable on
the Option Securities. The option hereby granted will expire 30 days after the
date of the Prospectus and may be exercised in whole or in part from time to
time only for the purpose of covering over-allotments which may be made in
connection with the offering and distribution of the Initial Securities upon
notice by the Coordinator to the Company setting forth the number of Option
Securities as to which the several Underwriters are then exercising the option
and the time and date of payment and delivery for such Option Securities. Any
such time and date of delivery for the Option Securities (a "Date of Delivery")
shall be determined by the Coordinator, but shall not be later than seven full
business days after the exercise of said option, nor in any event prior to the
Closing Time (as defined below). If the option is exercised as to all or any
portion of the Option Securities,

<PAGE>
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each of the Underwriters, acting severally and not jointly, will purchase that
proportion of the total number of Option Securities then being purchased which
the number of Initial Securities set forth in Schedule A opposite the name of
such Underwriter bears to the total number of Initial Securities, subject in
each case to such adjustments as the Coordinator in its discretion shall make to
eliminate any sales or purchases of fractional shares.

(c) PAYMENT. Payment of the purchase price for, and delivery
of certificates for, the Initial Securities shall be made at the offices of
Cahill Gordon & Reindel, 80 Pine Street, New York, New York 10005 or at such
other place as shall be agreed upon by the Coordinator and the Company, at 9:00
A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M.
(Eastern time) on any given day) business day after the date hereof (unless
postponed in accordance with the provisions of Section 10), or such other time
not later than ten business days after such date as shall be agreed upon by the
Coordinator and the Company (such time and date of payment and delivery being
herein called the "Closing Time").

In addition, in the event that any or all of the Option
Securities are purchased by the Underwriters, payment of the purchase price for,
and delivery of certificates for, such Option Securities shall be made at the
above-mentioned offices, or at such other place as shall be agreed upon by the
Coordinator and, Company, on each Date of Delivery as specified in the notice
from the Coordinator to the Company.

Payment shall be made to the Company by wire transfer of
immediately available funds to a bank account designated by the Company, against
delivery to the Representatives for the respective accounts of the Underwriters
of certificates for the Securities to be purchased by them. It is understood
that each Underwriter has authorized the Representatives, for its account, to
accept delivery of, receipt for, and make payment of the purchase price for, the
Initial Securities and the Option Securities, if any, which it has agreed to
purchase. Merrill Lynch, individually and not as representative of the
Underwriters, may (but shall not be obligated to) make payment of the purchase
price for the Initial Securities or the Option Securities, if any, to be
purchased by any Underwriter whose funds have not been received by the Closing
Time or the relevant Date of Delivery, as the case may be, but such payment
shall not relieve such Underwriter from its obligations hereunder.

<PAGE>
-14-

(d) DENOMINATIONS; REGISTRATION. Certificates for the Initial
Securities and the Option Securities, if any, shall be in such denominations and
registered in such names as the Representatives may request in writing at least
one full business day before the Closing Time or the relevant Date of Delivery,
as the case may be. The certificates for the Initial Securities and the Option
Securities, if any, will be made available for examination and packaging by the
Representatives in The City of New York not later than 10:00 A.M. (Eastern time)
on the business day prior to the Closing Time or the relevant Date of Delivery,
as the case may be.

SECTION 3. COVENANTS OF THE COMPANY. The Company covenants
with each Underwriter as follows:

(a) COMPLIANCE WITH SECURITIES REGULATIONS AND COMMISSION
REQUESTS. The Company, subject to Section 3(b), will comply with the
requirements of Rule 430A or Rule 434, as applicable, and will notify the
Coordinator immediately, and confirm the notice in writing, (i) when any
post-effective amendment to the Registration Statement shall become effective,
or any supplement to the Prospectus or any amended Prospectus shall have been
filed, (ii) of the receipt of any comments from the Commission, (iii) of any
request by the Commission for any amendment to the Registration Statement or any
amendment or supplement to the Prospectus or for additional information, and
(iv) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or of any order preventing or
suspending the use of any preliminary prospectus, or of the suspension of the
qualification of the Securities for offering or sale in any jurisdiction, or of
the initiation or threatening of any proceedings for any of such purposes. The
Company will promptly effect the filings necessary pursuant to Rule 424(b) and
will take such steps as it deems necessary to ascertain promptly whether the
form of prospectus transmitted for filing under Rule 424(b) was received for
filing by the Commission and, in the event that it was not, it will promptly
file such prospectus. The Company will make every reasonable effort to prevent
the issuance of any stop order and, if any stop order is issued, to obtain the
lifting thereof at the earliest possible moment.

(b) FILING OF AMENDMENTS. The Company will give the
Coordinator notice of its intention to file or prepare any amendment to the
Registration Statement (including any filing under Rule 462(b)), any Term Sheet
or any amendment, supplement or revision to either the prospectus included in
the Registration Statement at the time it became effective or to the Prospectus,

<PAGE>
-15-

will furnish the Coordinator with copies of any such documents a reasonable
amount of time prior to such proposed filing or use, as the case may be, and
will not file or use any such document to which the Coordinator or counsel for
the Underwriters shall reasonably object.

(c) DELIVERY OF REGISTRATION STATEMENTS. The Company has
furnished or will deliver to the Representatives and counsel for the
Underwriters, without charge, signed copies of the Registration Statement as
originally filed and of each amendment thereto (including exhibits filed
therewith or incorporated by reference therein) and signed copies of all
consents and certificates of experts, and will also deliver to the
Representatives, without charge, conformed copies of the Registration Statement
as originally filed and of each amendment thereto (without exhibits) for each of
the Underwriters. The copies of the Registration Statement and each amendment
thereto furnished to the Underwriters will be identical to the electronically
transmitted copies thereof filed with the Commission pursuant to EDGAR, except
to the extent permitted by Regulation S-T.

(d) DELIVERY OF PROSPECTUS. The Company has delivered to each
Underwriter, without charge, as many copies of each preliminary prospectus as
such Underwriter reasonably requested, and the Company hereby consents to the
use of such copies for purposes permitted by the 1933 Act. The Company will
furnish to each Underwriter, without charge, during the period when the
Prospectus is required to be delivered under the 1933 Act or the Securities
Exchange Act of 1934 (the "1934 Act"), such number of copies of the Prospectus
(as amended or supplemented) as such Underwriter may reasonably request. The
Prospectus and any amendments or supplements thereto furnished to the
Underwriters will be identical to the electronically transmitted copies thereof
filed with the Commission pursuant to EDGAR, except to the extent permitted by
Regulation S-T.

(e) CONTINUED COMPLIANCE WITH SECURITIES LAWS. The Company
will comply with the 1933 Act and the 1933 Act Regulations so as to permit the
completion of the distribution of the Securities as contemplated in this
Agreement and in the Prospectus. If at any time when a prospectus is required by
the 1933 Act to be delivered in connection with sales of the Securities, any
event shall occur or condition shall exist as a result of which it is necessary,
in the opinion of counsel for the Underwriters or for the Company, to amend the
Registration Statement or amend or supplement the Prospectus in order that the
Prospectus will not include any untrue statements of a material

<PAGE>
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fact or omit to state a material fact necessary in order to make the statements
therein not misleading in the light of the circumstances existing at the time it
is delivered to a purchaser, or if it shall be necessary, in the opinion of such
counsel, at any such time to amend the Registration Statement or amend or
supplement the Prospectus in order to comply with the requirements of the 1933
Act or the 1933 Act Regulations, the Company will promptly prepare and file with
the Commission, subject to Section 3(b), such amendment or supplement as may be
necessary to correct such statement or omission or to make the Registration
Statement or the Prospectus comply with such requirements, and the Company will
furnish to the Underwriters such number of copies of such amendment or
supplement as the Underwriters may reasonably request.

(f) BLUE SKY QUALIFICATIONS. The Company will use its
reasonable best efforts, in cooperation with the Underwriters, to qualify the
Securities for offering and sale under the applicable securities laws of such
states and other jurisdictions (domestic or foreign) as the Coordinator may
designate and to maintain such qualifications in effect for a period of not less
than one year from the later of the effective date of the Registration Statement
and any Rule 462(b) Registration Statement; PROVIDED, HOWEVER, that the Company
shall not be obligated to file any general consent to service of process or to
qualify as a foreign corporation or as a dealer in securities in any
jurisdiction in which it is not so qualified or to subject itself to taxation in
respect of doing business in any jurisdiction in which it is not otherwise so
subject. In each jurisdiction in which the Securities have been so qualified,
the Company will file such statements and reports as may be required by the laws
of such jurisdiction to continue such qualification in effect for a period of
not less than one year from the effective date of the Registration Statement and
any Rule 462(b) Registration Statement.

(g) RULE 158. The Company will timely file such reports
pursuant to the 1934 Act as are necessary in order to make generally available
to its securityholders as soon as practicable an earnings statement for the
purposes of, and to provide the benefits contemplated by, the last paragraph of
Section 11(a) of the 1933 Act.

(h) USE OF PROCEEDS. The Company will use the net proceeds
received by it from the sale of the Securities in the manner specified in the
Prospectus under "Use of Proceeds."

<PAGE>
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(i) LISTING. The Company will use its reasonable best efforts
to effect the listing of the Securities on the New York Stock Exchange.

(j) RESTRICTION ON SALE OF SECURITIES. During a period of 90
days from the date of the Prospectus, the Company will not, without the prior
written consent of Merrill Lynch, (i) directly or indirectly, offer, pledge,
sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to purchase or
otherwise transfer or dispose of any share of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock or file any
registration statement under the 1933 Act with respect to any of the foregoing
or (ii) enter into any swap or any other agreement or any transaction that
transfers, in whole or in part, directly or indirectly, the economic consequence
of ownership of the Common Stock, whether any such swap or transaction described
in clause (i) or (ii) above is to be settled by delivery of Common Stock or such
other securities, in cash or otherwise. The foregoing sentence shall not apply
to (A) the Securities registered pursuant to the Registration Statement, (B) any
options to purchase Common Stock granted pursuant to the 1998 Stock Option Plan,
as such term is defined in documents incorporated by reference in the
Prospectus, (C) the exercise of the options referred to in clause (B)
immediately above, (D) the exchange of equity interests referred to in Section
5(j) below, (E) securities issued pursuant to Dennis Buda's employment agreement
or (E) any securities issued as consideration for a merger or acquisition;
PROVIDED, HOWEVER, that any recipient of securities under clauses (E) and (F)
immediately above shall be bound by the restrictions of this Section 3(j) and
shall enter into an agreement substantially in the form of Exhibit B hereto.

(k) REPORTING REQUIREMENTS. The Company, during the period
when the Prospectus is required to be delivered under the 1933 Act or the 1934
Act, will file all documents required to be filed with the Commission pursuant
to the 1934 Act within the time periods and rules and regulations of the
Commission thereunder.

(l) COMPLIANCE WITH NASD RULES. The Company hereby agrees that
it will ensure that the Reserved Securities will be restricted as required by
the National Association of Securities Dealers, Inc. (the "NASD") or the NASD
rules from sale, transfer, assignment, pledge or hypothecation for a period of
three months following the date of this Agreement. The Underwriters will notify
the Company as to which persons will need

<PAGE>
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to be so restricted. At the request of the Underwriters, the Company will direct
the transfer agent to place a stop transfer restriction upon such securities for
such period of time. Should the Company release, or seek to release, from such
restrictions any of the Reserved Securities, the Company agrees to reimburse the
Underwriters for any reasonable expenses (including, without limitation, legal
expenses) they incur in connection with such release.

(m) COMPLIANCE WITH RULE 463. The Company will report such
information as may be required pursuant to Rule 463 of the 1933 Act Regulations.

SECTION 4. PAYMENT OF EXPENSES.

(a) EXPENSES. The Company will pay all expenses incident to
the performance of its obligations under this Agreement, including (i) the
preparation, printing and filing of the Registration Statement (including
financial statements and exhibits) as originally filed and of each amendment
thereto, (ii) the preparation, printing and delivery to the Underwriters of this
Agreement, any Agreement among Underwriters and such other documents as may be
required in connection with the offering, purchase, sale, issuance or delivery
of the Securities, (iii) the preparation, issuance and delivery of the
certificates for the Securities to the Underwriters, including any stock or
other transfer taxes and any stamp or other duties payable upon the sale and the
issuance or delivery of the Securities to the Underwriters, (iv) the fees and
disbursements of the Company's counsel, accountants and other advisors, (v) the
qualification of the Securities under securities laws in accordance with the
provisions of Section 3(f) hereof, including filing fees and the reasonable fees
and disbursements of counsel for the Underwriters in connection therewith and in
connection with the preparation of the Blue Sky Survey and any supplement
thereto, (vi) the printing and delivery to the Underwriters of copies of each
preliminary prospectus, any Term Sheet and of the Prospectus and any amendment
or supplement thereto, (vii) the preparation, printing and delivery to the
Underwriters of copies of the Blue Sky Survey and any supplement thereto, (viii)
the fees and expenses of any transfer agent or registrar for the Securities,
(ix) the filing fees incident to, and the reasonable fees and disbursements
of counsel for the Underwriters in connection with, the review by the NASD of
the terms of the sale of the Securities, (x) the fees and expenses incurred in
connection with the listing of the Securities on the New York Stock Exchange and
(xi) all costs and expenses of the Underwriters, including the fees and
disbursements

<PAGE>
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of counsel for the Underwriters, in connection with matters related to the
Reserved Securities which are designated by the Company for sale to certain
eligible employees and certain persons having business relationships with the
Company.

(b) TERMINATION OF AGREEMENT. If this Agreement is terminated
by the Representatives in accordance with the provisions of Section 5 or Section
9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their
out-of-pocket expenses, including the reasonable fees and disbursements of
counsel for the Underwriters.

SECTION 5. CONDITIONS OF THE UNDERWRITERS' OBLIGATIONS. The
obligations of the several Underwriters hereunder are subject to the accuracy of
the representations and warranties of the Company contained in Section 1 hereof
or in certificates of any officer of the Company or any subsidiary of the
Company delivered pursuant to the provisions hereof, to the performance by the
Company of its covenants and other obligations hereunder, and to the following
further conditions:

(a) EFFECTIVENESS OF REGISTRATION STATEMENT. The Registration
Statement, including any Rule 462(b) Registration Statement, has become
effective and at the Closing Time no stop order suspending the
effectiveness of the Registration Statement shall have been issued
under the 1933 Act or proceedings therefor initiated or threatened by
the Commission, and any request on the part of the Commission for
additional information shall have been complied with to the reasonable
satisfaction of counsel for the Underwriters. A prospectus containing
the Rule 430A Information shall have been filed with the Commission in
accordance with Rule 424(b) (or a post-effective amendment providing
such information shall have been filed and declared effective in
accordance with the requirements of Rule 430A) or, if the Company has
elected to rely upon Rule 434, a Term Sheet shall have been filed with
the Commission in accordance with Rule 424(b).

(b) OPINION OF COUNSEL FOR THE COMPANY. At the Closing Time,
the Representatives shall have received the favorable opinion, dated as
of the Closing Time, of Willkie Farr & Gallagher, counsel for the
Company, in form and substance satisfactory to counsel for the
Underwriters, together with signed or reproduced copies of such letter
for each of the other Underwriters to the effect set forth in Exhibit A
hereto and to such further effect as counsel for the Underwriters may
reasonably request.

<PAGE>
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(c) OPINION OF COUNSEL FOR THE UNDERWRITERS. At the Closing
Time, the Representatives shall have received the favorable opinion,
dated as of the Closing Time, of Cahill Gordon & Reindel, counsel for
the Underwriters, together with signed or reproduced copies of such
letter for each of the other Underwriters, in form and substance
satisfactory to the Representatives. In giving such opinion such
counsel may rely, as to all matters governed by the laws of
jurisdictions other than the law of the State of New York and the
federal law of the United States and the General Corporation Law of the
State of Delaware, upon the opinions of counsel satisfactory to the
Representatives. Such counsel may also state that, insofar as such
opinion involves factual matters, they have relied, to the extent they
deem proper, upon certificates of officers of the Company and its
subsidiaries and certificates of public officials.

(d) OFFICERS' CERTIFICATE. At the Closing Time, there shall
not have been, since the date hereof or since the respective dates as
of which information is given in the Prospectus, any material adverse
change in the condition, financial or otherwise, or in the earnings,
business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise, whether or not arising in
the ordinary course of business, and the Representatives shall have
received a certificate of the President or a Vice President of the
Company and of the chief financial or chief accounting officer of the
Company, dated as of the Closing Time, to the effect that (i) there has
been no such material adverse change, (ii) the representations and
warranties in Section 1(a) hereof are true and correct in all material
respects with the same force and effect as though expressly made at and
as of the Closing Time, (iii) the Company has complied in all material
respects with all agreements and satisfied all conditions on its part
to be performed or satisfied at or prior to the Closing Time, and (iv)
no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
instituted or are pending or, to their knowledge, are contemplated by
the Commission.

(e) ACCOUNTANT'S COMFORT LETTER. At the time of the execution
of this Agreement, the Representatives shall have received from Ernst &
Young, LLP a letter dated such date, in form and substance satisfactory
to the Representatives, together with signed or reproduced copies of
such

<PAGE>
-21-

letter for each of the other Underwriters containing statements and
information of the type ordinarily included in accountants' "comfort
letters" to underwriters with respect to the financial statements and
certain financial information contained in the Registration Statement
and the Prospectus.

(f) BRING-DOWN COMFORT LETTER. At the Closing Time, the
Representatives shall have received from Ernst & Young, LLP a letter,
dated as of the Closing Time, to the effect that they reaffirm the
statements made in the letter furnished pursuant to subsection (e) of
this Section, except that the specified date referred to shall be a
date not more than five business days prior to the Closing Time.

(g) APPROVAL OF LISTING. At the Closing Time, the Securities
shall have been approved for listing on the New York Stock Exchange,
subject only to official notice of issuance.

(h) NO OBJECTION. The NASD shall have confirmed that it has
not raised any objection with respect to the fairness and
reasonableness of the underwriting terms and arrangements.

(i) LOCK-UP AGREEMENTS. At the date of this Agreement, the
Representatives shall have received an agreement substantially in the
form of Exhibit B hereto signed by the persons listed on Schedule C
hereto.

(j) CONDITIONS TO PURCHASE OF OPTION SECURITIES. In the event
that the Underwriters exercise their option provided in Section 2(b)
hereof to purchase all or any portion of the Option Securities, the
representations and warranties of the Company contained herein and the
statements in any certificates furnished by the Company or any
subsidiary of the Company hereunder shall be true and correct as of
each Date of Delivery and, at the relevant Date of Delivery, the
Representatives shall have received:

(i) OFFICERS' CERTIFICATE. A certificate, dated
such Date of Delivery, of the President or a Vice President of
the Company and of the chief financial or chief accounting
officer of the Company confirming that the certificate
delivered at the Closing Time pursuant to Section 5(d) hereof
remains true and correct as of such Date of Delivery.

<PAGE>
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(ii) OPINION OF COUNSEL FOR THE COMPANY. The
favorable opinion of Willkie Farr & Gallagher, counsel for the
Company, in form and substance satisfactory to counsel for the
Underwriters, dated such Date of Delivery, relating to the
Option Securities to be purchased on such Date of Delivery and
otherwise to the same effect as the opinion required by
Section 5(b) hereof.

(iii) OPINION OF COUNSEL FOR THE UNDERWRITERS. The
favorable opinion of Cahill Gordon & Reindel, counsel for the
Underwriters, dated such Date of Delivery, relating to the
Option Securities to be purchased on such Date of Delivery and
otherwise to the same effect as the opinion required by
Section 5(c) hereof.

(iv) BRING-DOWN COMFORT LETTER. A letter from Ernst
& Young, LLP in form and substance satisfactory to the
Representatives and dated such Date of Delivery, substantially
in the same form and substance as the letter furnished to the
Representatives pursuant to Section 5(f) hereof, except that
the "specified date" in the letter furnished pursuant to this
paragraph shall be a date not more than five days prior to
such Date of Delivery.

(k) ADDITIONAL DOCUMENTS. At the Closing Time and at each Date
of Delivery, counsel for the Underwriters shall have been furnished
with such documents and opinions as they may reasonably require for the
purpose of enabling them to pass upon the issuance and sale of the
Securities as herein contemplated, or in order to evidence the accuracy
of any of the representations or warranties, or the fulfillment of any
of the conditions, herein contained; and all proceedings taken by the
Company in connection with the issuance and sale of the Securities as
herein contemplated shall be reasonably satisfactory in form and
substance to the Representatives and counsel for the Underwriters.

(l) TERMINATION OF AGREEMENT. If any condition specified in
this Section shall not have been fulfilled when and as required to be
fulfilled, this Agreement, or, in the case of any condition to the
purchase of Option Securities on a Date of Delivery which is after the
Closing Time, the obligations of the several Underwriters to purchase
the Option Securities, may be terminated by the Representatives

<PAGE>
-23-

by notice to the Company at any time at or prior to the Closing Time or
such Date of Delivery, as the case may be, and such termination shall
be without liability of any party to any other party except as provided
in Section 4 and except that Sections 1, 6, 7 and 8 shall survive any
such termination and remain in full force and effect.

SECTION 6. INDEMNIFICATION.

(a) INDEMNIFICATION OF THE UNDERWRITERS. The Company agrees to
indemnify and hold harmless each Underwriter and each person, if any, who
controls any Underwriter within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act as follows:

(i) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, arising out of any untrue statement or
alleged untrue statement of a material fact contained in the
Registration Statement (or any amendment thereto), including the Rule
430A Information and the Rule 434 Information, if applicable, or the
omission or alleged omission therefrom of a material fact required to
be stated therein or necessary to make the statements therein not
misleading or arising out of any untrue statement or alleged untrue
statement of a material fact included in any preliminary prospectus or
the Prospectus (or any amendment or supplement thereto), or the
omission or alleged omission therefrom of a material fact necessary in
order to make the statements therein, in the light of the circumstances
under which they were made, not misleading;

(ii) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, arising out of (A) the violation of
any applicable laws or regulations of foreign jurisdictions where
Reserved Securities have been offered and (B) any untrue statement or
alleged untrue statement of a material fact included in the supplement
or prospectus wrapper material distributed in foreign jurisdictions in
connection with the reservation and sale of the Reserved Securities to
certain eligible employees and persons having business relationships
with the Company or the omission or alleged omission therefrom of a
material fact necessary to make the statements therein, when considered
in conjunction with the Prospectus or preliminary prospectus, not
misleading;

<PAGE>
-24-

(iii) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the aggregate amount
paid in settlement of any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened,
or of any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission or in
connection with any violation of the nature referred to in Section
6(a)(ii)(A) hereof; provided that (subject to Section 6(d) below) any
such settlement is effected with the written consent of the Company;
and

(iv) against any and all expense whatsoever, as incurred
(including the fees and disbursements of counsel chosen by Merrill
Lynch), reasonably incurred in investigating, preparing or defending
against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim
whatsoever based upon any such untrue statement or omission, or any
such alleged untrue statement or omission or in connection with any
violation of the nature referred to in Section 6(a)(ii)(A) hereof, to
the extent that any such expense is not paid under (i), (ii) or (iii)
above;

PROVIDED, HOWEVER, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
Underwriter through the Representatives expressly for use in the Registration
Statement (or any amendment thereto), including the Rule 430A Information and
the Rule 434 Information, if applicable, or any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto); and PROVIDED, FURTHER,
HOWEVER, that Company shall not be liable to any indemnified party with respect
to any preliminary prospectus (or supplement thereto) if the Prospectus
corrected any such untrue statement or omission, was delivered to such
indemnified party and such indemnified party failed to furnish a copy of the
Prospectus at or prior to the written confirmation of the sale of Securities to
the applicable purchaser.

(b) INDEMNIFICATION OF THE COMPANY, ITS DIRECTORS AND
OFFICERS. Each Underwriter severally agrees to indemnify and hold harmless the
Company, its directors, each of its officers who signed the Registration
Statement, and each person, if any, who controls the Company within the meaning
of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and

<PAGE>
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all loss, liability, claim, damage and expense described in the indemnity
contained in subsection (a) of this Section, as incurred, but only with respect
to untrue statements or omissions, or alleged untrue statements or omissions,
made in the Registration Statement (or any amendment thereto), including the
Rule 430A Information and the Rule 434 Information, if applicable, or any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with written information furnished
to the Company by such Underwriter through the Representatives expressly for use
in the Registration Statement (or any amendment thereto) or such preliminary
prospectus or the Prospectus (or any amendment or supplement thereto).

(c) ACTIONS AGAINST PARTIES; NOTIFICATION. Each indemnified
party shall give notice as promptly as reasonably practicable to each
indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve such indemnifying party from any liability hereunder to
the extent it is not materially prejudiced as a result thereof and in any event
shall not relieve it from any liability which it may have otherwise than on
account of this indemnity agreement. In the case of parties indemnified pursuant
to Section 6(a) above, counsel for the indemnified parties shall be selected by
Merrill Lynch, and, in the case of parties indemnified pursuant to Section 6(b)
above, counsel for the indemnified parties shall be selected by the Company. An
indemnifying party may participate at its own expense in the defense of any such
action; PROVIDED, HOWEVER, that counsel for the indemnifying party shall not
(except with the consent of the indemnified party) also be counsel for the
indemnified party. In no event shall the indemnifying parties be liable for fees
and expenses of more than one counsel (in addition to any local counsel)
separate from their own counsel for all indemnified parties in connection with
any one action or separate but similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances. No
indemnifying party shall, without the prior written consent of the indemnified
parties, settle or compromise or consent to the entry of any judgment with
respect to any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever in
respect of which indemnification or contribution could be sought under this
Section 6 or Section 7 hereof (whether or not the indemnified parties are actual
or potential parties thereto), unless such settlement, compromise or consent (i)
includes an unconditional release of each indemnified party from all liability

<PAGE>
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arising out of such litigation, investigation, proceeding or claim and (ii) does
not include a statement as to or an admission of fault, culpability or a failure
to act by or on behalf of any indemnified party.

(d) SETTLEMENT WITHOUT CONSENT IF FAILURE TO REIMBURSE. If at
any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel, such
indemnifying party agrees that it shall be liable for any settlement of the
nature contemplated by Section 6(a)(iii) effected without its written consent if
(i) such settlement is entered into more than 45 days after receipt by such
indemnifying party of the aforesaid request, (ii) such indemnifying party shall
have received notice of the terms of such settlement at least 30 days prior to
such settlement being entered into and (iii) such indemnifying party shall not
have reimbursed such indemnified party in accordance with such request prior to
the date of such settlement. Notwithstanding the immediately preceding sentence,
if at any time an indemnified party shall have requested an indemnifying party
to reimburse the indemnified party for fees and expenses of counsel, an
indemnifying party shall not be liable for any settlement of the nature
contemplated by Section 6(a)(iii) effected without its consent if such
indemnifying party (i) reimburses the indemnified party in accordance with such
request to the extent it consider such request to be reasonable and (ii)
provides written notice to the indemnified party which fully explains the
indemnifying party's belief that any unpaid balance of such request is
unreasonable, in each case prior to the date of such settlement.

SECTION 7. CONTRIBUTION. If the indemnification provided for
in Section 6 hereof is for any reason unavailable to or insufficient to hold
harmless an indemnified party in respect of any losses, liabilities, claims,
damages or expenses referred to therein, then each indemnifying party shall
contribute to the aggregate amount of such losses, liabilities, claims, damages
and expenses incurred by such indemnified party, as incurred, (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriters on the other hand from the offering
of the Securities pursuant to this Agreement or (ii) if the allocation provided
by clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company on the one hand and of the
Underwriters on the other hand in connection with the statements or omissions,
which resulted in such losses,

<PAGE>
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liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.

The relative benefits received by the Company on the one hand
and the Underwriters on the other hand in connection with the offering of the
Securities pursuant to this Agreement shall be deemed to be in the same
respective proportions as the total net proceeds from the offering of the
Securities pursuant to this Agreement (before deducting expenses) received by
the Company and the total underwriting discount received by the Underwriters, in
each case as set forth on the cover of the Prospectus, or, if Rule 434 is used,
the corresponding location on the Term Sheet, bear to the aggregate initial
public offering price of the Securities as set forth on such cover.

The relative fault of the Company on the one hand and the
Underwriters on the other hand shall be determined by reference to, among other
things, whether any such untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

The Company and the Underwriters agree that it would not be
just and equitable if contribution pursuant to this Section 7 were determined by
pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to above in this Section 7. The
aggregate amount of losses, liabilities, claims, damages and expenses incurred
by an indemnified party and referred to above in this Section 7 shall be deemed
to include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

Notwithstanding the provisions of this Section 7, no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
any such untrue or alleged untrue statement or omission or alleged omission.

<PAGE>
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No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 7, each person, if any, who
controls an Underwriter within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as such
Underwriter, and each director of the Company, each officer of the Company who
signed the Registration Statement, and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act or Section 20 of the
1934 Act shall have the same rights to contribution as the Company. The
Underwriters' respective obligations to contribute pursuant to this Section 7
are several in proportion to the number of Initial Securities set forth opposite
their respective names in Schedule A hereto and not joint.

SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO
SURVIVE DELIVERY. All representations, warranties and agreements contained in
this Agreement or in certificates of officers of the Company or any of its
subsidiaries submitted pursuant hereto, shall remain operative and in full force
and effect, regardless of any investigation made by or on behalf of any
Underwriter or controlling person, or by or on behalf of the Company, and shall
survive delivery of the Securities to the Underwriters.

SECTION 9. TERMINATION OF AGREEMENT.

(a) TERMINATION; GENERAL. The Representatives may terminate
this Agreement, by notice to the Company, at any time at or prior to the Closing
Time (i) if there has been, since the time of execution of this Agreement or
since the respective dates as of which information is given in the Prospectus,
any material adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business, or (ii) if there has occurred any material adverse
change in the financial markets in the United States, any outbreak of
hostilities or escalation thereof or other calamity or crisis or any change or
development involving a prospective change in national or international
political, financial or economic conditions, in each case the effect of which is
such as to make it, in the judgment of the Representatives, impracticable to
market the Securities or to enforce contracts for the sale of the Securities, or
(iii) if trading in any securities

<PAGE>
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of the Company has been suspended or materially limited by the Commission or the
New York Stock Exchange, or if trading generally on the American Stock Exchange
or the New York Stock Exchange or in the Nasdaq National Market has been
suspended or materially limited, or minimum or maximum prices for trading have
been fixed, or maximum ranges for prices have been required, by any of said
exchanges or by such system or by order of the Commission, the National
Association of Securities Dealers, Inc. or any other governmental authority, or
(iv) if a banking moratorium has been declared by either Federal or New York
authorities.

(b) LIABILITIES. If this Agreement is terminated pursuant to
this Section, such termination shall be without liability of any party to any
other party except as provided in Section 4 hereof, and provided further that
Sections 1, 6, 7 and 8 shall survive such termination and remain in full force
and effect.

SECTION 10. DEFAULT BY ONE OR MORE OF THE UNDERWRITERS. If one
or more of the Underwriters shall fail at the Closing Time or a Date of Delivery
to purchase the Securities which it or they are obligated to purchase under this
Agreement (the "Defaulted Securities"), the Representatives shall have the
right, within 24 hours thereafter, to make arrangements for one or more of the
non-defaulting Underwriters, or any other underwriters, to purchase all, but not
less than all, of the Defaulted Securities in such amounts as may be agreed upon
and upon the terms herein set forth; if, however, the Representatives shall not
have completed such arrangements within such 24-hour period, then:

(a) if the number of Defaulted Securities does not exceed 10%
of the number of Securities to be purchased on such date, each of the
non-defaulting Underwriters shall be obligated, severally and not
jointly, to purchase the full amount thereof in the proportions that
their respective underwriting obligations hereunder bear to the
underwriting obligations of all non-defaulting Underwriters, or

(b) if the number of Defaulted Securities exceeds 10% of the
number of Securities to be purchased on such date, this Agreement or,
with respect to any Date of Delivery which occurs after the Closing
Time, the obligation of the Underwriters to purchase and of the Company
to sell the Option Securities to be purchased and sold on such Date of
Delivery shall terminate without liability on the part of any
non-defaulting Underwriter.

<PAGE>
-30-

No action taken pursuant to this Section shall relieve any
defaulting Underwriter from liability in respect of its default.

In the event of any such default which does not result in a
termination of this Agreement or, in the case of a Date of Delivery which is
after the Closing Time, which does not result in a termination of the obligation
of the Underwriters to purchase and the Company to sell the relevant Option
Securities, as the case may be, either the Representatives or the Company shall
have the right to postpone the Closing Time or the relevant Date of Delivery, as
the case may be, for a period not exceeding seven days in order to effect any
required changes in the Registration Statement or Prospectus or in any other
documents or arrangements. As used herein, the term "Underwriter" includes any
person substituted for an Underwriter under this Section 10.

SECTION 11. NOTICES. All notices and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
mailed or transmitted by any standard form of telecommunication. Notices to the
Underwriters shall be directed to the Representatives at North Tower, World
Financial Center, New York, New York 10281-1201, attention of [ ]; and notices
to the Company shall be directed to it at 2777 Summer Street, Suite 209,
Stamford, Connecticut 06905, Facsimile No. (203) 961-1431, attention of Mason P.
Slaine, with a copy to Willkie Farr & Gallagher, 787 Seventh Avenue, New York
10019, facsimile no. (212) 728-8111, attention Steven J. Gartner.

SECTION 12. PARTIES. This Agreement shall each inure to the
benefit of and be binding upon the Underwriters and the Company and their
respective successors. Nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any person, firm or corporation, other
than the Underwriters and the Company and their respective successors and the
controlling persons and officers and directors referred to in Sections 6 and 7
and their heirs and legal representatives, any legal or equitable right, remedy
or claim under or in respect of this Agreement or any provision herein
contained. This Agreement and all conditions and provisions hereof are intended
to be for the sole and exclusive benefit of the Underwriters and the Company and
their respective successors, and said controlling persons and officers and
directors and their heirs and legal representatives, and for the benefit of no
other person, firm or corporation. No purchaser of Securities

<PAGE>
-31-

from any Underwriter shall be deemed to be a successor by reason merely of such
purchase.

SECTION 13. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

SECTION 14. EFFECT OF HEADINGS. The Article and Section
headings herein and the Table of Contents are for convenience only and shall not
affect the construction hereof.

<PAGE>
-32-

If the foregoing is in accordance with your understanding of
our agreement, please sign and return to the Company a counterpart hereof,
whereupon this instrument, along with all counterparts, will become a binding
agreement between the Underwriters and the Company in accordance with its terms.

Very truly yours,

INFORMATION HOLDINGS INC.

By:________________________
Title:

CONFIRMED AND ACCEPTED,
as of the date first above written:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
MORGAN STANLEY & CO. INCORPORATED
THOMAS WEISEL PARTNERS LLC

By: MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED

By:________________________________________
Authorized Signatory

For themselves and as Representatives of the other Underwriters named in
Schedule A hereto.

<PAGE>

SCHEDULE A
<TABLE>
<CAPTION>
Number of
Initial
Name of Underwriter Securities
- ------------------- ----------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated........................................................

Morgan Stanley & Co. Incorporated...............................................

Thomas Weisel Partners LLC......................................................

Total........................................................................... 4,000,000
</TABLE>

Schedule A-1

<PAGE>

SCHEDULE B

INFORMATION HOLDINGS INC.

4,000,000 Shares of Common Stock

(Par Value $.01 Per Share)

1. The initial public offering price per share for the
Securities, determined as provided in said Section 2, shall be $[ . ].

2. The purchase price per share for the Securities to be paid
by the several Underwriters shall be $[ . ], being an amount equal to
the initial public offering price set forth above less $00.[ ] per
share; PROVIDED, HOWEVER, that the purchase price per share for any
Option Securities purchased upon the exercise of the over-allotment
option described in Section 2(b) shall be reduced by an amount per
share equal to any dividends or distributions declared by the Company
and payable on the Initial Securities but not payable on the Option
Securities.

Schedule B-1

<PAGE>

SCHEDULE C

Warburg, Pincus Ventures, L.P.

Mason P. Slaine

Vincent A. Chippari

David R. Haas

Michael E. Danziger

Schedule C-1

<PAGE>

SCHEDULE D

Subsidiaries of Information Holdings Inc:

<TABLE>
<CAPTION>
NAME STATE OF
---- ORGANIZATION
OR INCORPORATION
----------------
<S> <C>
CRC Press LLC Delaware

MicroPatent LLC Delaware

Master Data Center Michigan
</TABLE>

Schedule D-1

<PAGE>

Exhibit A

FORM OF OPINION OF COUNSEL FOR THE COMPANY
TO BE DELIVERED PURSUANT TO
SECTION 5(b)

(i) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Delaware.

(ii) The Company has corporate power and authority to own,
lease and operate its properties and to conduct its business as described in the
Prospectus and to enter into and perform its obligations under the Purchase
Agreement.

(iii) The Company is duly qualified as a foreign corporation
to transact business and is in good standing in each jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of
property or the conduct of business, except where the failure so to qualify or
to be in good standing would not result in a Material Adverse Effect.

(iv) The authorized, issued and outstanding capital stock of
the Company is as set forth in the Prospectus in the column entitled "Actual"
under the caption "Capitalization" (except for subsequent issuances, if any,
pursuant to the Purchase Agreement or pursuant to reservations, agreements or
employee benefit plans referred to in the Prospectus or pursuant to the exercise
of convertible securities or options referred to in the Prospectus); the shares
of issued and outstanding capital stock have been duly authorized and validly
issued and are fully paid and non-assessable; and none of the outstanding shares
of capital stock of the Company was issued in violation of the preemptive or, to
our knowledge, other similar rights of any securityholder of the Company.

(v) The Securities to be purchased by the Underwriters from
the Company have been duly authorized for issuance and sale to the Underwriters
pursuant to the Purchase Agreement and, when issued and delivered by the Company
pursuant to the Purchase Agreement against payment of the consideration set
forth in the Purchase Agreement, will be validly issued and fully paid and
non-assessable and no holder of the Securities is or will be subject to personal
liability by reason of being such a holder.

EXHIBIT A-1

<PAGE>

(vi) The issuance of the Securities is not subject to the
preemptive or, to our knowledge, other similar rights of any securityholder of
the Company.

(vii) Each Subsidiary has been duly organized and is validly
existing as a limited liability company in good standing under the laws of the
jurisdiction of its organization, has the power and authority to own, lease and
operate its properties and to conduct its business as described in the
Prospectus and is duly qualified as a foreign limited liability company to
transact business and is in good standing in each jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of
property or the conduct of business, except where the failure so to qualify or
to be in good standing would not result in a Material Adverse Effect; except as
otherwise disclosed in the Registration Statement, all of the issued and
outstanding equity interests of each Subsidiary have been duly authorized and
validly issued, are fully paid and non-assessable and, to the best of our
knowledge, are owned by the Company, directly or through subsidiaries, free and
clear of any security interest, mortgage, pledge, lien, encumbrance, claim or
equity; none of the outstanding equity interests of any Subsidiary was issued in
violation of the preemptive or, to our knowledge, similar rights of any
securityholder of such Subsidiary.

(viii) The Purchase Agreement has been duly authorized,
executed and delivered by the Company.

(ix) To our knowledge, based solely on a telephone
conversation with a member of the staff of the Commission, the Registration
Statement, including any Rule 462(b) Registration Statement, has been declared
effective under the 1933 Act; any required filing of the Prospectus pursuant to
Rule 424(b) has been made in the manner and within the time period required by
Rule 424(b); and, to the best of our knowledge, no stop order suspending the
effectiveness of the Registration Statement or any Rule 462(b) Registration
Statement has been issued under the 1933 Act and no proceedings for that purpose
have been instituted or are pending or threatened by the Commission.

(x) The Registration Statement, including any Rule 462(b)
Registration Statement, the Rule 430A Information and the Rule 434 Information,
as applicable, the Prospectus and each amendment or supplement to the
Registration Statement and the Prospectus as of its respective effective or
issue dates (other than the financial statements and supporting schedules
included therein or omitted therefrom, as to which we need

EXHIBIT A-2

<PAGE>

express no opinion) appear on their face to be appropriately responsive in all
material respects with the requirements of the 1933 Act and the 1933 Act
Regulations.

(xi) If Rule 434 has been relied upon, the Prospectus was not
"materially different," as such term is used in Rule 434, from the prospectus
included in the Registration Statement at the time it became effective.

(xii) The form of certificate used to evidence the Common
Stock complies in all material respects with the Delaware General Corporation
Law, with any applicable requirements of the charter and by-laws of the Company
and the requirements of the New York Stock Exchange.

(xiii) To the best of our knowledge and except as disclosed in
the Registration Statement, there is not pending or threatened any action, suit,
proceeding, inquiry or investigation, to which the Company or any subsidiary is
a party, or to which the property of the Company or any subsidiary is subject,
before or brought by any court or governmental agency or body which might
reasonably be expected to result in a Material Adverse Effect, or which might
reasonably be expected to materially and adversely affect the consummation of
the transactions contemplated in the Purchase Agreement or the performance by
the Company of its obligations thereunder.

(xiv) The information in the Prospectus under "Description of
Capital Stock -- Common Stock," "Business -- Facilities," "Business --
Litigation," "Description of Capital Stock -- Preferred Stock" and in the
Registration Statement under Item 14, to the extent that it constitutes matters
of law, summaries of legal matters, the Company's charter and bylaws, legal
proceedings or legal conclusions, fairly summarize the matters described
therein.

(xv) To the best of our knowledge, there are no franchises,
contracts, indentures, mortgages, loan agreements, notes, leases or other
instruments required to be described or referred to in the Registration
Statement or to be filed as exhibits thereto other than those described or
referred to therein or filed or incorporated by reference as exhibits thereto.

(xvi) To the best of our knowledge, the Company is not in
violation of its charter or by-laws.

EXHIBIT A-3

<PAGE>

(xvii) No filing with, or authorization, approval, consent,
license, order, registration, qualification or decree of, any court or
governmental authority or agency (other than under the 1933 Act and the 1933 Act
Regulations, which have been obtained, or as may be required under the
securities or blue sky laws of the various states, as to which we need express
no opinion) is necessary or required in connection with the due authorization,
execution and delivery of the Purchase Agreement or for the offering, issuance,
sale or delivery of the Securities.

(xviii) The execution, delivery and performance of the Purchase
Agreement and the consummation of the transactions contemplated in the Purchase
Agreement (including the issuance and sale of the Securities) and compliance by
the Company with its obligations under the Purchase Agreement do not and will
not, whether with or without the giving of notice or lapse of time or both,
conflict with or constitute a breach of, or default or Repayment Event (as
defined in Section 1(a)(x) of the Purchase Agreement) under or result in the
creation or imposition of any lien, charge or encumbrance upon any property or
assets of the Company or any subsidiary pursuant to any contract, indenture,
mortgage, deed of trust, loan or credit agreement, note, lease or any other
agreement or instrument, known to us, to which the Company or any subsidiary is
a party or by which it or any of them may be bound, or to which any of the
property or assets of the Company or any subsidiary is subject (except for such
conflicts, breaches or defaults or liens, charges or encumbrances that would not
have a Material Adverse Effect), nor will such action result in any violation of
the provisions of the charter or by-laws of the Company or limited liability
company agreement of any Subsidiary, or any applicable New York, Delaware or
federal law, statute, rule, regulation, judgment, order, writ or decree, known
to us, of any government, government instrumentality or court having
jurisdiction over the Company or any subsidiary or any of their respective
properties, assets or operations.

(xix) To the best of our knowledge, there are no persons with
registration rights or other similar rights to have any securities registered
pursuant to the Registration Statement or otherwise registered by the Company
under the 1933 Act, except as disclosed in the Registration Statement.

(xx) The Company is not an "investment company" or an entity
"controlled" by an "investment company," as such terms are defined in the 1940
Act.

EXHIBIT A-4

<PAGE>

Because the primary purpose of our professional engagement was
not to establish factual matters and because of the wholly or partially
non-legal character of many of the determinations involved in the preparation of
the Registration Statement and Prospectus, we are not passing upon and do not
assume any responsibility for the accuracy, completeness or fairness of the
statements contained in the Registration Statement or the Prospectus (except to
the extent expressly set forth above) and make no representations that we have
independently verified the accuracy, completeness or fairness of such
statements. However, in the course of our acting as counsel to the Company in
connection with its preparation of the Registration Statement and Prospectus, we
participated in conferences with officers and other representatives of the
Company, Ernst & Young LLP, independent auditors of the Company, the
Representatives and counsel to the Underwriters, at which conferences the
contents of the Registration Statement and the Prospectus and related matters
were discussed. Based on our participation in the above-referenced conferences
and our review of the Registration Statement and Prospectus, we advise you that
nothing has come to our attention that caused us to believe that at the time the
Registration Statement became effective under the Act (but after giving effect
to any modifications incorporated therein pursuant to Rule 430A under the Act),
the Registration Statement contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, or that as of its date and the date
hereof, the Prospectus contained or contains, as the case may be, an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading (it being understood
that in each such case we express no belief or statement with respect to the
financial statements, related notes and schedules, the pro forma financial
information, or the other financial, numerical or statistical data found in or
derivable from the internal accounting, financial or other records of the
Company and its subsidiaries set forth or referred to in the Prospectus).

In rendering such opinion, such counsel may rely as to matters
of fact (but not as to legal conclusions), to the extent they deem proper, on
certificates of responsible officers of the Company and public officials. Such
opinion shall not state that it is to be governed or qualified by, or that it is
otherwise subject to, any treatise, written policy or other document relating to
legal opinions, including, without limitation,

EXHIBIT A-5

<PAGE>

the Legal Opinion Accord of the ABA Section of Business Law (1991).

EXHIBIT A-6

<PAGE>

Exhibit B

FORM OF LOCK-UP FROM DIRECTORS, OFFICERS
OR OTHER STOCKHOLDERS
PURSUANT TO SECTION 5(I)

[ ], 2000

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Morgan Stanley & Co. Incorporated
Thomas Weisel Partners LLC
as Representatives of the several
Underwriters to be named in the
within-mentioned Purchase Agreement
c/o Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
North Tower
World Financial Center
New York, New York 10281-1209

Re: PROPOSED PUBLIC OFFERING BY INFORMATION HOLDINGS INC.

Dear Sirs:

The undersigned, a stockholder [and an officer and/or
director] of Information Holdings Inc., a Delaware corporation (the "Company"),
understands that Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch"), Morgan Stanley & Co. Incorporated and Thomas
Weisel Partners LLC propose to enter into a Purchase Agreement (the "Purchase
Agreement") with the Company providing for the public offering of shares (the
"Securities") of the Company's common stock, par value $.01 per share (the
"Common Stock"). In recognition of the benefit that such an offering will confer
upon the undersigned as a stockholder of the Company, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned agrees with each underwriter to be named in the
Purchase Agreement that, during a period commencing from the date of the
execution of this agreement and ending 90 days after the date of the final
Prospectus relating to the offering of the Common Stock, the undersigned will
not, without the prior written consent of Merrill Lynch, directly or indirectly,
(i) offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any

Exhibit B-1

<PAGE>

option or contract to sell, grant any option, right or warrant for the sale of,
or otherwise dispose of or transfer any shares of the Common Stock or any
securities convertible into or exchangeable or exercisable for Common Stock,
whether now owned or hereafter acquired by the undersigned or with respect to
which the undersigned has or hereafter acquires the power of disposition, or
file any registration statement under the Securities Act of 1933, as amended,
with respect to any of the foregoing or (ii) enter into any swap or other
agreement or any transaction that transfers, in whole or in part, directly or
indirectly, the economic consequence of ownership of the Common Stock, whether
any such swap or transaction is to be settled by delivery of Common Stock or
other securities, in cash or otherwise, in each case, except as expressly
contemplated by the Prospectus (as defined in the Purchase Agreement).

Very truly yours,

---------------------------
Signature:

---------------------------
Print Name:

Exhibit B-2

<PAGE>

Exhibit 23.2

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the reference to our firm under the caption "Experts" and
to the use of our report dated May 29, 1998, with respect to the financial
statements of CRC Press, Inc. as of December 31, 1996 in Amendment No. 1 to
the Registration Statement (Form S-3 No. 333-30202) and related Prospectus of
Information Holdings Inc. for the registration of 4,000,000 shares of its
common stock.

We also consent to the incorporation by reference therein of our report
dated May 29, 1998 with respect to the financial statement schedule of CRC
Press, Inc. for the year ended December 31, 1996 included in the Information
Holdings Inc. Annual Report (Form 10-K) for 1998 filed with the Securities
and Exchange Commission.

/s/ Ernst & Young LLP

West Palm Beach, Florida
March 10, 2000

<PAGE>

Exhibit 23.3

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Form-3 No. 333-30202) and the
related Prospectus of Information Holdings Inc. for the registration of
4,000,000 shares of its common stock and to the incorporation by reference
therein of our report dated June 8, 1998, with respect to the financial
statements of MicroPatent for the years ended June 30, 1996 and 1997 included
in Information Holdings Inc. Registration Statement (Form S-1 No. 333-56665)
filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

New York, New York
March 10, 2000

<PAGE>

Exhibit 23.4

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and
to the use of our report dated March 3, 1999 in Amendment No. 1 to the
Registration Statement (Form S-3 No. 333-30202) and related Prospectus of
Information Holdings Inc. for the registration of 4,000,000 shares of its
common stock.

We also consent to the incorporation by reference therein of our report
dated March 3, 1999 with respect to the financial statement schedule of
Information Holdings Inc. for the years ended December 31, 1998 and 1997
included in the Annual Report (Form 10-K) for 1998 filed with the Securities
and Exchange Commission.

/s/ Ernst & Young LLP

New York, New York
March 10, 2000

<PAGE>

Exhibit 23.5

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Form S-3 No. 333-30202) and
the related Prospectus of Information Holdings Inc. for the registration of
4,000,000 shares of its common stock and to the incorporation by reference
therein of our report dated August 5, 1999, except for Note 1 which is dated
August 12, 1999, with respect to the financial statements of Master Data
Center, Inc. as of December 31, 1998 and for the periods of January 1, 1998
through November 27, 1998 and November 28, 1998 through December 31, 1998
included in Information Holdings Inc. Current Report on Form 8-K/A dated
October 26, 1999 filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Detroit, Michigan
March 10, 2000