<PAGE>


                                                                    EXHIBIT 99.2

                           FORWARD-LOOKING STATEMENTS

         You should consider the following factors in evaluating us and our
business. If any of the following or other risks actually occurs, our business,
financial condition and results of operations could be adversely affected. In
such case, the trading price of our common stock could decline.

         Dependence on Growth of Student Population and School Expenditures. Our
growth strategy and profitability depend in part on growth in the student
population and expenditures per student in preK-12 schools. The level of student
enrollment is largely a function of demographics, while expenditures per student
are also affected by government budgets and the prevailing political and social
attitudes towards education. Any significant and sustained decline in student
enrollment and/or expenditures per student could have a material adverse effect
on our business, financial condition, and results of operations.

         Seasonality of Our Business. Our businesses are highly seasonal.
Because most of our customers want their school supplies delivered before or
shortly after the commencement of the school year, we record most of our
revenues from June to October. As a result, we usually earn more than 100% of
our annual net income in the first two quarters of our fiscal year and operate
at a net loss in our third and fourth fiscal quarters. This seasonality causes
our operating results to vary considerably from quarter to quarter.

         Material Amount of Goodwill and Intangible Assets. Approximately $426.4
million, or 63 percent, of our total assets as of April 27, 2002 represented
intangible assets, the significant majority of which is goodwill. Goodwill is
the amount by which the costs of an acquisition accounted for using the purchase
method exceeds the fair value of the net assets we acquire. We are required to
record goodwill as an intangible asset on our balance sheet. In addition, we are
required to evaluate whether our goodwill and other intangible assets have been
impaired. Reductions in our net income caused by the write-down of goodwill or
intangible assets could materially adversely affect our results of operations.

         Ability to Identify and Integrate Acquisitions. Our business has grown
significantly through acquisitions in recent years. Future growth in our
revenues and earnings are enhanced by our ability to continue to acquire and
successfully integrate and operate school supply companies. We cannot guarantee
that we will be able to identify and acquire businesses at all or on reasonable
terms. In addition, we cannot be sure that we will be able to operate the
businesses that we acquire profitably or that our management and financial
controls, personnel, computer systems and other corporate support systems will
be adequate to manage the increased size and scope of our operations as a result
of acquisitions. Managing and integrating acquired businesses may result in
substantial costs, delays, or other operating or financial problems that could
materially and adversely affect our financial condition and results of
operations.

         Dependence on Key Suppliers and Service Providers. We depend upon a
limited number of suppliers for some of our products, especially furniture and
proprietary products. We also depend upon a limited number of service providers
for the delivery of our products. If these suppliers or service providers are
unable to provide the products or services that we require or materially
increase their costs (especially during our peak season of June through
October), this could impair our ability to deliver our products on a timely and
profitable basis and could have a material adverse effect on our business,
financial condition and results of operations. As we seek to reduce the number
of our suppliers and to minimize duplicative lines as part of our business
strategy, we are likely to increase our dependence on remaining suppliers.

<PAGE>

         Competition. The market for school supplies is highly competitive and
fragmented. We estimate that over 3,400 companies market educational materials
to schools with preK-12 as a primary focus of their business. We also face
increasing competition from alternate channel marketers, including office supply
superstores and office product contract stationers, that have not traditionally
focused on marketing school supplies. These competitors are likely to continue
to expand their product lines and interest in school supplies. Some of these
competitors have greater financial resources and buying power than we do. We
believe that the supplemental educational supply market will consolidate over
the next several years, which is likely to increase competition in our markets
and in our search for attractive acquisition candidates.

         Reliance on Key Personnel. Our business depends to a large extent on
the abilities and continued efforts of current executive officers and senior
management. We are also likely to depend heavily on the executive officers and
senior management of businesses that we acquire in the future. If any of these
people become unable or unwilling to continue in his or her role, or if we are
unable to attract and retain other qualified employees, our business could be
adversely affected. Although we have employment contracts with our executive
officers, we do not have employment agreements with other members of our
management. We do not have and do not intend to obtain key man life insurance
covering any of our executive officers or other members of our management.

         Vacant CEO Position. We have a vacancy in the position of chief
executive officer (CEO) resulting from the unexpected death of our former CEO,
Daniel P. Spalding, in March 2002. We are in the process of recruiting a chief
executive officer and have hired a search firm to assist us. Our future success
depends, in part, on finding and hiring a qualified candidate for this position.

         Dependence on Our Information Systems. We believe that one of our
competitive advantages is our information systems. We have integrated the
operations of almost all of our divisions and subsidiaries and their information
systems are linked to host systems located at our headquarters in Greenville,
Wisconsin and at three other locations. If any of these links becomes disrupted
or unavailable, this could materially and adversely affect our business, results
of operations and financial condition.

         Several of our recently-acquired divisions and/or subsidiaries use
predecessor information systems. We intend to convert the information systems of
these businesses to one of our host systems as soon as practicable. However,
none of these businesses has a backup computer system or backup communication
lines. Even though we have taken precautions to protect ourselves from events
that could interrupt the operations of these businesses and intend to do so for
other businesses we acquire in the future, we cannot be sure that a fire, flood
or other natural disaster affecting their systems would not disable the system
or prevent the system from communicating with our other businesses. The
occurrence of any of these events could have a material adverse effect on our
results of operations and financial condition.

         Leverage. As of April 27, 2002, we had $290.1 million of debt
outstanding. Our leverage could increase over time. Our credit facility permits
us to incur additional debt under certain circumstances, and we expect to borrow
under our credit facility for general corporate purposes, including working
capital and for acquisitions. Our ability to meet our debt service obligations
depends on our future performance. Our future performance is influenced by
general economic conditions and by financial, business, and other factors
affecting our operations, many of which are beyond our control. If we are unable
to service our debt, we may have to delay our acquisition program, sell our
equity securities, sell our assets, or restructure and refinance our debt, and
our business may suffer as a result.

<PAGE>

         Absence of Dividends. We do not expect to pay cash dividends on our
common stock in the foreseeable future. In addition, our ability to pay
dividends may be restricted from time to time by the financial covenants
contained in our credit agreements and debt instruments. Our current credit
facility contains restrictions on, and in some circumstances may prevent, our
payment of dividends.