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                                                                    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 educational supply 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. Approximately $254.9 million, or 50.3%, of our
total assets as of April 28, 2001 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 and to amortize it over a period of years.  We have
amortized goodwill on a straight-line basis over 40 years.  Even though it
reduces our net income for accounting purposes, amortization of goodwill may not
be deductible for tax purposes.  In addition, we are required to periodically
evaluate whether we can recover our remaining goodwill from the undiscounted
future cash flows that we expect to receive from the operations of the acquired
companies.  If these undiscounted future cash flows are less than the carrying
value of the associated goodwill, the goodwill is impaired and we must reduce
the carrying value of the goodwill to equal the discounted future cash flows and
take the amount of the reduction as a charge against our income.  Reductions in
our net income caused by the amortization or write-down of goodwill could
materially adversely affect our results of operations.

     Ability to Identify and Integrate Acquisitions. Our business has grown
significantly through acquisitions in recent years. Since May 1996, we have
acquired 28 companies. 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
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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.

     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, including Daniel P. Spalding, our Chairman and Chief Executive
Officer.  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.

     Dependence on Our Information Systems.  We believe that one of our
competitive advantages is our information systems, including our proprietary PC-
based customer order management system, JuneBox Off-Line.  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 28, 2001, we had $179.0 million of bank 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
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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.

     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.