Press Releases

T/SF, a diversified business media company, was acquired in early October by VS&A Communications Partners II, L.P., a merchant banking affiliate of the New York investment banking firm Veronis, Suhler & Associates, Inc. and Fir Tree Partners. T/SF's headquarters will be moving to New York from Tulsa, Okla.

"We are very pleased with the results of this transaction and First Union's quality execution and service, especially considering recent market conditions," said John Suhler, chairman of T/SF Communications and a founding partner of Veronis, Suhler & Associates. "This offering provides us with long-term capital to facilitate our platform strategy and continue making accretive acquisitions to grow and diversify our business."

First Union has provided financing to VS&A Communications Partners II since the fund was founded two years ago to make strategic acquisitions of media and communication firms. The T/SF transaction represents VS&A's eighth platform acquisition. Its other holdings include Canon Communications, Broadcasting Partners Holdings, Chemical Week Associates, Rifkin Acquisition Partners, Triax Midwest Associates, Yellow Book USA and SNL Securities.

"VS&A is a very smart, forward-thinking group which has been extremely successful," said George Cole, a managing director in First Union's Communications & Media Finance Group. "We are honored to help VS&A meet its financing needs and continue its b growth. We have a long-standing relationship with the firm and look forward to continuing to work together in the future."

Jay Braden, managing director of High Yield within First Union Capital Markets Corp., said, "This transaction represents another milestone for our high yield business, which we have been rapidly expanding over the last two years. The high yield business has been a very successful one for us and we look forward to continuing to meet the financial needs of our clients."

First Union Capital Markets Corp. has underwritten $2.3 billion in high yield offerings so far this year, compared to $1 billion in all of 1996. It recently served as lead manager on a $125 million high yield offering for Emergent Group, Inc., a Greenville, S.C.-based financial services company.

T/SF Communications is a diversified business media company which provides pre-employment screening services, conducts trademark and tradename research, publishes trade magazines and specialty publications, and provides registration and lead management information services to conferences, trade shows and exhibitors.

First Union Capital Markets Corp., the investment banking subsidiary of First Union Corporation, provides a full range of investment banking products and services, including high-yield and investment grade debt finance, asset-backed finance, public finance, syndicated loans, merger and acquisition advisory, private finance and equity underwriting.

First Union has grown its capital markets business substantially over the last three years. First Union's Capital Markets Group reported 1997 fee income through Sept. 30 of $531 million, up from $464 million for the full year of 1996 and $265 million in 1995.

Charlotte-based First Union Corporation is the nation's sixth-largest bank holding company with assets of $144 billion as of Sept. 30, 1997. The company serves approximately 12 million customers throughout the East Coast and nation.

The T/SF bonds have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to U.S. persons absent registration under the Securities Act or an application exemption from the registration requirements thereof. All of the T/SF bonds have been previously sold. This news release does not constitute an offer to sell or the solicitation of an offer to buy any of the T/SF bonds.

-- FTU --