142.2 FREQUENTLY ASKED QUESTIONS RE: PURCHASE OF THE CARL CORPORATION AND THE UNCOVER COMPANY BY KNIGHT-RIDDER INFORMATION, INC, The CARL Corporation.
142.1 KNIGHT-RIDDER INFORMATION TO ACQUIRE CARL CORPORATION, THE UNCOVER COMPANY
Unique Strengths in Markets, Technologies and Content Will Combine to Enhance the Total Solution to Customers PRESS CONTACTS: Sharyn Fitzpatrick Rebecca T. Lenzini Knight-Ridder Information CARL Corporation/The UnCover Co. (800) 334-2564 (303) 758-3030 x102 or (415) 254-8601 email@example.com firstname.lastname@example.org MOUNTAIN VIEW, Calif., August 9, 1995--Knight-Ridder Information, Inc. announced today that it intends to acquire 100% interest in the CARL Cor- poration, a leading provider of library automation services. In a related announcement, the company announced that it also intends to acquire total interest in the UnCover Company, a joint partnership of CARL Corporation and Blackwell Limited. CARL Corporation was incorporated in 1988 as a for-profit spinoff of the Colorado Alliance of Research Libraries, and has grown to become one of the preeminent companies in the field of advanced automated library and infor- mation services. The UnCover Company, formed in 1993 to advance CARL's UnCover project, has rapidly grown to become one of the industry's premier online information and document supply services. Management of both CARL and UnCover will continue unchanged. "Knight-Ridder brings significant resources, scope, and talent to this acquisition," said Ward Shaw, chairman and CEO of CARL. "This will pro- foundly enhance our ability to address new development and growth opportun- ities in all our market areas. We at CARL and UnCover are delighted to be joining the Knight-Ridder family." "We believe CARL Corporation and the UnCover Company will introduce a new combination of content, talent, and technology into the Knight-Ridder In- formation family that will augment our KR SourceOne(sm) document business unit and advance our strategic mission in the field of document supply," said Cathy Gordon, vice president of KR SourceOne. Begun in 1994, KR SourceOne has become one of the world's largest document suppliers. From its beginning as an express document delivery supplier specializing in patent images, KR SourceOne has grown into a comprehensive full-service document provider through its previous acquisitions of Article Express International and Information On Demand. Asked how CARL and UnCover fit into the KR SourceOne service mix, Ms. Gordon replied, "We have identified two categories of users in the market: those who require a full-service document brokerage, and those who prefer to broker this function internally. UnCover's automated document capabili- ty, combined with our other document services, will enable KR SourceOne to provide viable offerings for both audiences." Both Knight-Ridder Information and Blackwell Limited have indicated that cooperative marketing agreements already in place between the UnCover Com- pany, BH Blackwell and Readmore will continue. "The Blackwell companies fully expect that this powerful new positioning of UnCover, built on in- creased investment in technical and product support, will enhance services and allow us to expand our existing market and penetrate new ones," said Terry Collins, CEO of the Blackwell Group. Knight-Ridder Information, CARL, and the Colorado Alliance of Research Libraries have also indicated their intent to continue to work together. "The Alliance Board believes that everyone is a winner in this transaction. With the sale proceeds, the public and private colleges, universities and libraries in Colorado and Wyoming who are members of the Alliance can now more vigorously undertake the task of providing information services to their students, faculty and library patrons," said Steven Hulbert, chairman of the board of the Alliance. This transaction is subject to final negotiation of the definitive agree- ments, which are expected to be completed shortly. Knight-Ridder Information, Inc. is the acknowledged world leader in elec- tronic information access and delivery, with 200,000 customers in almost 150 countries. The company offers the DIALOG. and DataStar(sm) services, which provide access to more than 600 online databases; the KR Information OnDisc(tm) collection of nearly 70 titles on CD-ROM; and KR SourceOne, a comprehensive, worldwide document delivery service. Easy-to-use Windows- based applications for information professionals, scientists, and business professionals are under development. Knight-Ridder Information is located at 2440 El Camino Real, Mountain View, California 94040; phone: (415) 254-8800 (Mountain View) or (215) 241-0131 (Philadelphia). In the U.S. and Canada, call (800) 334-2564. In the U.K., phone +44 (0)171 930 7646. The company can also be reached by fax at (415) 254-7070 or via the Internet World Wide Web at http://www.dialog.com. Knight-Ridder Information is a subsidiary of Knight-Ridder, Inc. (NYSE: KRI). The companies of the Blackwell Group pride themselves on their preeminence as the natural intermediaries in their chosen markets between publisher and library and end-user. Still privately owned, the group of Blackwell compa- nies now includes over 70 academic bookshops in the UK as well as library supply companies in the UK, USA and Australia, providing global acquisi- tions services to libraries world-wide. Blackwell Ltd, is located at 50 Broad Street Oxford. For more information contact: Jane Beddall, BH Black- well, phone +44 (0) 1865 261362; or Judy Schott, Readmore Inc., (212) 349- 5540. For more information on CARL Corporation and its family of information products and services, contact Dodie Ownes, Marketing Coordinator, CARL Corporation, 3801 E. Florida, Suite 300, Denver, Colorado 80210; voice: (303) 758-3030 x154; fax: (303) 758-0606; e- mail: email@example.com. For information on UnCover, contact Brenda Bailey, Marketing and Client Liaison, The UnCover Company, 3801 E. Florida, Suite 200, Denver, Colorado 80210; voice: (303) 758-3030 x105; fax: (303) 758-5946; e-mail: firstname.lastname@example.org. Complete information on both CARL and UnCover is available via the Internet World Wide Web at http://www.carl.org. For UnCover information only, con- nect to http://www.carl.org/uncover/unchome.html . _________________________________________________________________ DIALOG is a service mark (registered U.S. Patent & Trademark Office), Data- Star and KR SourceOne are service marks, and KR Information OnDisc is a trademark of Knight-Ridder Information, Inc., a Knight-Ridder company. All other marks are the property of their owners.142.2 FREQUENTLY ASKED QUESTIONS RE: PURCHASE OF THE CARL CORPORATION AND THE UNCOVER COMPANY BY KNIGHT-RIDDER INFORMATION, INC.
Document from The CARL Corporation.
ACQUISITION BASICS What is Knight-Ridder Information, Inc.? Knight-Ridder Information, Inc. (KRII) is the acknowledged world leader in electronic information access and delivery, with 200,000 customers in al- most 150 countries. The company offers the DIALOG(tm) and DataStar(sm) services, which provide access to more than 600 online databases; the KR Information OnDisc(tm) collection of nearly 70 titles on CD-ROM; and KR SourceOne, a comprehensive, worldwide document delivery service. Easy-to- use Windows-based applications for information professionals, scientists, and business professionals are under development. What is Knight-Ridder Information, Inc. acquiring? Knight-Ridder Information, Inc. announced on August 9, 1995 that it will acquire 100% interest in the CARL Corporation, a leading provider of li- brary automation services. In a related announcement, the company announced that it will acquire total interest in the UnCover Company, a joint part- nership of CARL Corporation and Blackwell Limited. What exactly will be the legal status for the CARL Corporation and the UnCover Company? Both CARL and UnCover will be subsidiaries of Knight-Ridder Information, but will remain as separate legal entities. What is the CARL Corporation? The CARL Corporation, based in Denver, CO, is a nationwide leader in li- brary and information delivery systems. Its range of products include the CARL System (installed in over 420 libraries), several graphical user in- terfaces (Kid's Catalog, Everybody's Catalog, Personal UnCover Navigator), NoveList (an interactive guide to fiction), UnCover, and numerous Internet products and services. Among CARL's strengths are its expertise in net- worked systems, support for interactive transaction processing, and graphi- cal user interfaces to large databases. How large is the CARL network of library system users? The CARL System is presently used by over 420 libraries through 35 inter- connected, distributed mainframe computing sites across the U.S. CARL is used in many of the largest urban centers in the U.S., including Chicago, Houston, Los Angeles, Atlanta, Baltimore County, Denver, greater Hartford (CT), Montgomery County (metro D.C.) and Broward County (Ft.Lauderdale). Statistically speaking, over 10% of the U.S. population now uses CARL through its public library presence. What is the UnCover Company? The UnCover Company provides an online article delivery service, a table of contents database, and a keyword index for over 7 million journal and maga- zine articles in 17,000 journals worldwide. More than 4,000 citations are added each day. Also available is UnCover Reveal, a Table of Contents Alert Service, which delivers tables of contents of journal titles and topical search results directly to a subscriber's electronic mail address. Articles can be ordered via return e-mail. Why is KRII buying? Isn't this an unusual acquisition for KRII? No, this is a natural partnership. CARL Corporation has a strong presence in the library market and has developed products and capabilities that complement areas of development within KRII. UnCover, with its robust data- base, Reveal current awareness service and its document delivery service are a natural fit as well within the Knight-Ridder Information family. With respect to UnCover particularly, the acquisition represents for KRII a logical synergy with KR SourceOne, its rapidly growing document delivery business. Why is the CARL Corporation selling? The CARL Corporation recognizes that KRII will bring broadened market reach, complementary content, and additional resources to enable the compa- ny to expand in new directions and to leverage its many new products. For KR SourceOne and UnCover, it means the capability to deliver more arti- cles, from more sources, in more formats, to more users, leveraging the rapid delivery technology and broad content access that both companies have developed. Combining the strengths of each will ensure leadership in the increasingly competitive business of information delivery. Why is the Blackwell Group selling the UnCover Company? Will it con- tinue to offer UnCover Company Services? Blackwell remains committed to providing the highest level of products and services to its customers and KRII offers increased levels of content, technology, and support that will provide enhanced services to UnCover. Blackwell believes that there are further business benefits to be had once UnCover has the powerful backing of Knight-Ridder Information. BH Blackwell and Readmore Academic Services will continue to market and sell the UnCover service with emphasis on the academic market and are the only journal subscription agent to represent UnCover. When feasible, KR SourceOne will also be available for Readmore to sell into the corporate market. What will this mean for the employees of the CARL Corporation and the UnCover Company? Management of the CARL Corporation and the UnCover Company will remain unchanged. KRII believes that maintaining the CARL and UnCover infrastruc- ture is tremendously important. All parties will be working together to ensure a smooth transition, and to keep you well informed. Will there be any management changes, layoffs or geographic consolida- tion? There are no such changes planned. _________________________________________________________________ CARL IMPACT What does this purchase mean for CARL System users and libraries? KRII's strong commitment to information access and delivery guarantees that CARL System users and libraries can look forward to expanded services and capabilities from CARL. Will the CARL Corporation continue to fill its contract obligations to current System customers? Absolutely. This purchase does not affect CARL's ongoing progress in ful- filling its commitments and introducing exciting new automation services. Will the CARL Corporation still hold its annual Users and Directors meetings? CARL's annual meetings for its System Users and Directors have proven to be very productive and will continue as long as all parties find them useful and worthwhile. Will CARL Corporation staff be replaced by KRII staff? No, CARL staff will remain in place. Will the CARL Corporation be moving from Denver? No, the CARL Corporation will continue to be located in Denver. Who does the CARL or UnCover customer contact for more information on KRII products and services? They should call Knight-Ridder Information, Inc. at 800-3 DIALOG (800-334- 2564) Monday through Friday and choose option 1 for prospective customers, training registration, etc. The call will be answered by a Universal Agent (UA) who will be able to provide them with the appropriate information, including collateral or other relevant publications. If calling from out- side the U.S., Universal Agents can be reached by calling the following numbers and times: UA East phone 215-241-0131 (Hours -- 5:00AM-11:00AM and 11:30AM- 2:00PM PST UA West phone 415-254-8800 (Hours -- 8:00AM-11:30AM and 12:00PM- 5:00PM PST _________________________________________________________________ UNCOVER IMPACT What does this mean for UnCover Contributor Libraries? The vital role that the UnCover Contributor libraries play has not been overlooked. All existing agreements between UnCover and its partner librar- ies will be honored by KRII and the libraries are likely to benefit signif- icantly from the new ownership due to the additional presence provided by KRII in its worldwide markets. What does this mean for UnCover gateway and password users? KRII is committed to honoring all existing agreements made with UnCover clients. The excellent service that UnCover users have come to expect will be maintained. UnCover users will benefit from a wider choice of access options. In addition to the Internet and CARL System library catalogs, it is planned to connect users to the UnCover service through KR SourceOne. UnCover will join the impressive portfolio of Knight-Ridder Information services such as DIALOG and DataStar. This will ultimately give UnCover customers access to a wide spectrum of content and services. What does this mean for UnCover's Marketing Partners? The successful marketing arrangements already in place will be preserved and strengthened. Enhancements to UnCover will add tremendous value to the service, particularly in combination with KR SourceOne, and ensure that it remains highly competitive in the marketplace. UnCover will ultimately augment KR SourceOne, but will also remain as a separate service. What does this change of ownership mean for the publishers that have contracts with UnCover and whose titles are represented in the UnCover database? All existing copyright agreements will be honored. UnCover and Knight Rid- der have strong traditions of respect for intellectual property rights; this respect will remain unchanged. UnCover will continue to track and pay royalties to the rightsholder in the timely fashion for which it has become known in the industry. Indeed, the strong marketing presence and financial resources of Knight Ridder will allow UnCover to move into new markets. This will inevitably result in increased revenue to publishers. How does the UnCover database coverage relate to the SourceOne captive collection of scientific, engineering, and medical sources? While there is some overlap of journal titles, each service brings unique content to the customer, thus enhancing the overall journal coverage. We intend to examine how UnCover can expand its coverage to further address the important content needs of the KRII customer.
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