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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K

   FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

(Mark One)
 
 X   ANNUAL REPORT PURSUANT TO RULE 15d-2 PROMULGATED UNDER THE SECURITIES
---  EXCHANGE ACT OF 1934 CONTAINING FINANCIAL STATEMENTS AND INCORPORATING
                      CERTAIN OTHER INFORMATION THEREIN

                  For the fiscal year ended December 31, 1998

                                       OR


 ___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934

    For the transition period from __________________ to __________________

                         Commission file number 1-10263

                        THE OFFICIAL INFORMATION COMPANY

             (Exact name of registrant as specified in its charter)

DELAWARE                                                         73-1341805
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)
250 West 57th Street, Suite 2421, New York, New York                10019
(Address of principal executive offices)                          (Zip Code)

       Registrant's telephone number, including area code: (212) 247-5160

Securities registered pursuant to Section 12(b) or 12(g) of the Act:  None

         Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

         As of March 29, 1999, 112,367 shares of common stock were outstanding,
of which 72,367 were owned by VS&A T/SF, L.L.C. 34,541, 3,831 and 1,628 were
owned by Fir Tree Value Fund LP., Fir Tree Institutional Value Fund L.P. and
Fir Tree Value Partners L.D.C., respectively.

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ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

         The Official Information Company (formerly known as T/SF
Communications Corporation), a Delaware corporation formed in 1989 (together
with its subsidiaries, the "Company"), is a diversified business media,
communications and information company which principally operates two lines of
business: (i) business and professional database information services
("Information Services") and (ii) business to business communications,
publishing and related marketing services ("Business to Business
Communications"). Information Services includes: (i) Total Information
Services, Inc. ("TISI"), which, with its proprietary database, is the leading
provider of comprehensive pre-employment screening information used by the
trucking industry to facilitate compliance with U.S. Government regulations and
(ii) CORSEARCH, Inc. ("CORSEARCH"), the second largest provider in the United
States of trademark and trade name research to law firms and corporations.
Business to Business Communications is conducted through several individual
businesses, each of which is characterized by leading competitive positions
within specialized market niches. Business to Business Communications includes:
(i) Atwood Publishing, LLC (together with its subsidiary and affiliates,
"Atwood"), the largest domestic independent publisher of exposition and
association related publications and directories; (ii) Galaxy Information
Services, LLC ("Galaxy"), the largest independent provider of trade show and
convention registration, exhibitor information and "lead" management services
in the United States and (iii) GEM Communications, LLC (together with its
subsidiaries and affiliates, "GEM"), which owns and operates the World Gaming
Congress(R), the world's largest trade show catering to the legalized gaming
industry, and publishes trade magazines directed to the legalized gaming
industry, principally IGWB (formerly International Gaming and Wagering
Business), the leading publication catering to gaming industry executives. In
June 1998, GEM acquired all the assets and rights to the International Gaming
Business Exposition, a conference and trade show serving the casino gaming
industry. In September 1998, GEM acquired all the stock of UK based InterGame
Limited, the publisher of the leading series of publications for the
international coin-operated amusement and gaming machines and amusement park
businesses. This transaction was accounted for as a purchase. The Company's
consolidated revenues and adjusted EBITDA (as defined herein) for the year
ended December 31, 1998 were approximately $96 million and $22 million,
respectively. Of such consolidated revenues, approximately 38% represented
Information Services and approximately 62% represented Business to Business
Communications. Of such adjusted EBITDA, approximately 51% represented
Information Services and approximately 49% represented Business to Business
Communications.

     Pursuant to a tender offer (the "Tender Offer") completed on October 9,
1997 by the Company for its common stock, a purchase consummated on October 9,
1997 (the "Stock Purchase") by a subsidiary of VS&A-T/SF, L.L.C. ("VS&A-T-SF")
of 881,988 shares of common stock, the repurchase consummated on October 9,
1997 by the Company of certain employee stock options (the "Option
Repurchase"), a reverse stock split of the shares of common stock consummated
on February 27, 1998 that resulted in the elimination of all shares of common
stock other than those held by VS&A-T/SF and Fir Tree Value Fund, LP., Fir Tree
Institutional Value Fund L.P. and Fir Tree Value Partners L.D.C. (collectively,
"Fir Tree" and, together with VS&A-TSF, the "Equity Investors") (together with
certain related transactions, the "Second Step Transaction"), and the drop down
restructuring consummated on February 27, 1998 (the "Drop Down Restructuring"),
in each case as described below, the Company was recapitalized and VS&A-T/SF
and Fir Tree own approximately 64.4% and 35.6% of the common stock,
respectively. The Tender Offer, Stock Purchase, Option Repurchase, Second Step
Transaction and Drop Down Restructuring are collectively referred to herein as
the "Recapitalization." Unless otherwise indicated, references herein to
numbers of shares of common stock reflect the capitalization of the Company
after giving effect to the reverse stock split effected on February 27, 1998 as
part of the Second Step Transaction.

     As part of the Recapitalization, VS&A-T/SF and Fir Tree caused the
Company, directly or indirectly, to contribute to T/SF Holdings, LLC ("Holdings
LLC") substantially all of the assets and liabilities of the predecessors of
Atwood, Galaxy and GEM in exchange for a $45.0 million preferred equity
interest in Holdings LLC and VS&A-T/SF and Fir Tree contributed $4.5 million to
acquire the common equity interests in Holdings LLC in the same proportion as
their ownership of the common stock immediately following the consummation of
the Recapitalization. These common equity interests in Holdings LLC and all
earnings and losses in excess of the 


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preferred stockholders' annual distributions are reflected as minority
interests. The preferred equity interest held, directly or indirectly, by the
Company carries an 11% annual distribution rate and, together with a voting
agreement gives the Company total voting, operational and management control of
Holdings LLC. As part of the Recapitalization, Holdings LLC contributed
substantially all of the assets of the predecessors of Galaxy, Atwood and GEM
into several limited liability companies (the "Operating LLCs"). At the time of
the Recapitalization, 99% of the common equity interests of each Operating LLC
were owned by Holdings LLC and gave Holdings LLC voting, operational and
management control of such entities and a 1% common equity interest of each
Operating LLC was owned by T/SF Operating, LLC ("Operating LLC"). The preferred
equity interest in Operating LLC was owned by Holdings LLC and gave Holdings
LLC voting, operational and management control of Operating LLC and the common
equity interests of Operating LLC were held by VS&A-T/SF and Fir Tree in the
same proportion as their ownership of the common stock immediately following
the consummation of the Recapitalization. On December 31, 1998, Operating LLC
was merged into Holdings LLC, with Holdings LLC being the surviving entity. As
a result of such merger, Holdings LLC currently owns all of the common equity
interests of each Operating LLC. A chart illustrating the Company's ownership
structure set forth above is available upon request. In lieu of such chart,
which is unavailable on EDGAR, the following description is useful:

The Company conducts its business through several corporate and limited
liability company subsidiaries as follows:

1.   Corporate Subsidiaries: The Company owns, directly or indirectly, several
     active corporate subsidiaries through which it conducts certain of its
     businesses such as Corsearch and TISI.

2.   Limited Liability Company Subsidiaries: The Company, together with certain
     of its active corporate subsidiaries, owns all of the outstanding
     preferred interest in Holdings LLC, which holds all of the outstanding
     interest in the several operating limited liability companies through
     which TOIC conducts certain of its business such as GEM, Atwood and
     Galaxy. There is also common interests of Holdings LLC which are held by
     TOIC stockholders as described above.

Holdings LLC, Operating LLC and the Operating LLCs are collectively referred to
herein as the "LLC's." As a result of the control of the LLCs by the Company,
the financial results of the LLCs are included in the consolidated financial
statements of the Company as described more fully in Note 5 of the Company's
financial statements included herein.

INFORMATION SERVICES

     Information Services provides specialized information and database
management services to selected market segments through TISI, a leading
supplier of pre-employment screening and CORSEARCH, the second largest supplier
in the United States of trademark and trade name searches and information
research.


     TISI

     Pre-Employment Screening Services

     TISI, through its comprehensive databases, provides pre-employment
screening information and services to selected vertical markets that by
government regulation or business characteristic require a comprehensive
candidate background investigation prior to hiring.

     Transportation Industry

     TISI, which since 1983 has operated its transportation services business
under the trade name DAC Services ("DAC"), is the leading supplier of
comprehensive pre-employment screening information to the trucking industry and
a provider of driving record-related and other risk assessment and underwriting
information to the insurance industry. DAC, endorsed by the American Trucking
Associations since 1986 and the trucking associations of 41 states, currently
maintains a computer network providing on-line electronic access to a
proprietary employment 


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history database of over 2.9 million job records concerning over 1.6 million
truck drivers. Management believes the demand for the information in its DAC
database is driven primarily by federal government regulation, the Company's
ability to provide the information on a timely basis and the Company's success
in marketing to the "truckload" segment of the trucking industry, which
historically exhibits high driver turnover. "Truckload" carriers, such as J.B.
Hunt and Schneider, typically are differentiated from "route" carriers and
"private fleet" carriers in that "truckload" carriers are hired by third
parties and do not have the steady, predetermined routes of a "route" carrier,
nor do they operate as an individual corporation's captive "private fleet"
(e.g., a retailer's "private fleet" of delivery trucks). As a result, the
Company believes the unpredictable nature of a driver's job for a "truckload"
carrier leads to inherently high driver turnover, which can be more than 100%
per year for some trucking companies. As federal regulations require extensive
screening of new truck drivers, this high turnover rate creates demand for
DAC's services.

     DAC has virtually instantaneous computer access to Motor Vehicle Records
(MVRs) maintained by 30 states and alternative methods to access the MVRs of
the remaining 20 states. In addition, DAC maintains a database which contains
certain workers' compensation records from 36 states, which may be used by
prospective employers either to detect employers that have been omitted by a
prospective employee in his or her employment application or to determine job
suitability. In 1998, DAC began offering a manual searching capability for many
of those states which the workers' compensation records are not in DAC's
database.

     Criminal records are maintained by approximately 3,300 jurisdictions in
the U.S. and there is no single source for all such records. However, DAC can
access for its customers' criminal records from any U.S. jurisdiction requested
by a customer. Management believes that the database of criminal records being
created by DAC will become an increasingly valuable asset, and may provide DAC
access to providing criminal records and other data to industries other than
trucking and insurance.

     DAC obtains its MVRs, workers' compensation and criminal records
information from state or county archives, utilizing a nationwide network of
agents and representatives, direct computer connections and proprietary
databases. The information is resold at a mark-up over state and county fees
for such information. In 1998, the information was resold to approximately
14,000 customers.

         Employers who access DAC's services have the option to choose only
those records that meet their specific information needs. In addition, DAC
offers a "Total Applicant Screening Services" product which provides a
customized package of DAC's pre-employment screening products.

     For customers that want to perform their own background checks, the
Company publishes The Guide, a publication available to the general public. The
Guide lists thousands of telephone numbers and addresses for criminal record
jurisdictions, state motor vehicle departments and colleges and universities,
among others, which may be found helpful to those conducting their own
background searches.

     Gaming Industry

     During 1998 TISI formed World Gaming Network (WGN) to provide
pre-employment screening services to the casino gaming industry. Employment in
the casino gaming industry exceeds 400,000 people and is growing at 15%
annually. The industry spends approximately $28 million annually for employee
background screening. WGN, based on the successful DAC model, plans to provide
comprehensive employment history, criminal record, credit report, employment
verification and reference information and services to the industry.

     Healthcare Industry

     TISI also formed Healthcare Employment Screening Services (HESS) during
1998 to provide pre-employment screening services to the home healthcare and
nursing home industries. Much like the trucking industry, employers in these
industries are required by Federal and various State regulations to conduct
comprehensive background checks on prospective employees. HESS plans to offer a
comprehensive pre-employment screening service to this industry based on the
successful DAC model.



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     INSURANCE INDUSTRY SERVICES

     In addition to providing MVRs to the transportation industry, the Company
is also a leading supplier of MVRs to the insurance industry for the screening
of insurance applications. The Company, endorsed by the Professional Insurance
Agents' Association, provides over 5,000 insurance industry customers' access
to the Company's computer network to request MVRs and other information.
Approximately 85% of these customers are insurance agents, with the remaining
15% representing branch offices, managing general agents, brokers and a small
number of regional and home office locations. These customers primarily utilize
the Company's data in assessing insurance underwriting risk and also purchase
the Company's workers' compensation and credit report information. In its
effort to provide more complete information to its insurance industry
customers, May 1995 the Company became a licensed reseller of Choice Point's
CLUE(R) database, an insurance company database of previous insurance claims
which allows insurance companies to access claims data for underwriting
purposes.

     CRIMINAL RECORDS SERVICES

     CrimeSearch, Inc., a wholly owned subsidiary of TISI, is a leading
provider of criminal and civil court records and criminal record research to
the pre-employment screening and legal industries. Through it's network of 750
researchers CrimeSearch accesses criminal records in all counties in the United
States, Puerto Rico and all US territories and Canadian provinces. CrimeSearch,
acquired by TISI in 1996, has experienced strong demand for its services. 1998
revenue from external sources increased more than 100%.

     ELECTRONIC DATA INTERCHANGE SERVICES

     In 1997, DAC developed a product line called MessageXpress(R), which
provides electronic business communication services to transportation motor
carriers. DAC sold the assets associated with this product in January 1999.

     CORSEARCH(R)

         CORSEARCH, acquired by the Company in 1996, is believed to be the
second largest provider of trademark and trade name research services in the
United States. CORSEARCH provides comprehensive trademark and trade name
searches for 800 law firm and corporate clients. The number of basic trademark
and trade name searches executed by CORSEARCH was approximately 22,165 in 1998
an increase of 11% over 1997.

     CORSEARCH currently searches three major classifications of trademark
information for its customers: (i) through its proprietary database,
CORBASE(R), the Company searches all federal trademarks that have been filed
with and registered by the U.S. Patent and Trademark Office("PTO"); (ii)
through its proprietary database CORSTATE(R), the Company searches trademarks
that have been filed with the Secretary of State offices of the 50 states and
Puerto Rico and (iii) through databases licensed to the Company by third
parties, the Company searches for common law usages of company names, product
names, trade names and brand names appearing in thousands of magazines,
monographs, journals, newspapers, press releases and periodicals.

     The prices for CORSEARCH's basic search services vary depending upon the
turn-around time requested by the client for the particular search performed.
CORSEARCH provides five levels of pricing of basic searches which increase
incrementally for the five levels of timing provided, from CORSEARCH's
"standard" three to four day service to "ultrarush" (two hour same day
service). As the costs for each search remains substantially constant,
CORSEARCH's profit margins on searches increase along with the prices charged
for such services when services are ordered on a "rush" basis. A typical search
may consist of a search of the federal, state, common law and domain name usage
databases of trade names and trademarks.

     CORSEARCH's highly trained, industry-focused researchers use CORSEARCH's
proprietary software, proprietary CORBASE(R) and CORSTATE(R) databases, third
party databases and, to a lesser extent, published resources for completing
customer searches. Although the majority of the information contained in



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CORSEARCH's state databases is publicly available from governmental authorities
and others, management believes that because of the cycle of intellectual
property registration renewals, it likely would take a new competitor several
years to compile a database containing the state registration information
currently maintained by CORSEARCH and its two primary competitors. New
competitors may purchase the federal database from the PTO but significant
computer programming would be needed to make it usable. Management believes
that CORSEARCH, which competes primarily on the quality, accuracy and
timeliness of its data, provides a consistently high level of service to its
clients. CORSEARCH's customers include small to mid-size law firms and
corporations as well as major companies.

     CORSEARCH also has international search capabilities, primarily in
selected European countries, Canada and Mexico, and provides access to an
international database of pharmaceutical trademarks in use in 49 countries. In
1998 an Internet-based search service called CORSEARCH(R) OnLine was introduced
which serves as a quick and easy research tool for clients to "screen" the
availability of trademarks and trade names before undertaking more expensive
searches.


BUSINESS TO BUSINESS COMMUNICATIONS

     The Company's Business to Business Communications operations are conducted
through several individual businesses, each of which is characterized by
leading competitive positions within specialized market niches. Business to
Business Communications includes: (i) Atwood, the largest domestic independent
publisher of exposition and association related publications and directories;
(ii) Galaxy, the largest independent provider of trade show and convention
registration, exhibitor information and "lead" management services in the
United States and (iii) GEM, the world's leading owner and operator of trade
shows and publisher of trade magazines directed to the international legalized
gaming industry.


   ATWOOD

     Atwood, founded in 1982, is the leading independent publisher of daily
trade show and convention newspapers, directories, and related publishing
products that are directed to the attendees of U.S. trade shows and
conventions. Atwood competes primarily with trade magazines and the owners and
operators of expositions with in-house publishing capabilities who participate
only in their particular industry and do not have diverse markets or the
capabilities of Atwood. Atwood also publishes the trade journal EXPO, the
official publication of the International Association of Exposition Management,
and Presenting: Communications, a publication covering the audio-visual
presentation industry, and maintains an Internet website which is a database
for trade show managers and exhibitors.

     Approximately 70% of Atwood's 1998 revenues were derived from its
publication of dailies and directories. During 1998, Atwood provided
publishing, communication or promotional services to approximately 51,000
exhibitors at approximately 155 trade shows and conventions, including 30 of
the "Tradeshow 200" exhibitions. Of the 155 trade shows to which Atwood
provided services in 1998, 60% represented trade shows served by Atwood in
1997. Related products provided by Atwood include pre- and post- convention
materials, literature kiosks and LeSack, a plastic bag filled with literature,
publications, product samples and other marketing information that is
distributed to attendees. Atwood also produces advertising and marketing
products such as Internet Guides, specialty products and restaurant and city
guides distributed to show attendees. Atwood provides magazine publishing
related services to trade associations, including editorial content, layout and
design of trade publications, advertising sales and circulation services.
Atwood's digital group provides CD ROMs, Internet applications, electronic
conference planners and buyer's guides.

     Atwood has recently provided the rental of Marketing-oriented Interactive
Kiosks for Exhibitors ("MIKE"). MIKE permits exhibitors to create customized
interactive multimedia programs which are accessed by show attendees via
touchscreen technology on a kiosk that takes up minimal floor space. The
program can be customized to include survey questions that elicit information
from attendees, which allows exhibitors to qualify leads.


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   GALAXY

     Galaxy, founded in 1982, markets its comprehensive registration services,
automated "lead" management products and information services on an exclusive
basis to trade associations, promoters, exhibitors and attendees of exposition
and trade shows and conventions. Galaxy serves over 60,000 exhibitors and
nearly 3 million attendees annually. Among Galaxy's active clients are 51 of
the "Tradeshow 200" exhibitions, including four of the top five such
exhibitions. Of the 243 trade shows Galaxy provided services to in 1998, 83%
represented trade shows served by Galaxy in 1997.

     Multiple versions of Galaxy's "Expocards" (magnetic stripe or
"smartcards") are utilized in the registration process to allow convention and
trade show exhibitors to digitally capture and manipulate attendee information
for "lead" management and follow-up. Galaxy's Expocard technology encodes
attendee registration data on a magnetic stripe attached to a plastic card or
on a computer chip "smartcard" which can be read by trade show and convention
exhibitors renting Galaxy's Expocard readers. The Expocard provides lead data
to exhibitors in electronic form and allows for other product applications. For
example, attendees can leave and retrieve messages at a message center kiosk
established by the Company on site for a fee. The Expocard permits the
conference host (usually a trade association or a for-profit show manager) to
receive information including demographic data, attendance results and exhibit
visitation patterns.

         Galaxy's "Expocard Connect" is a PC-based system that reads the
Expocard's magnetic strip, allows the exhibitor to add qualifying information
to the data file, saves the data to the PC hard drive in a format compatible
with any data management program and, when networked, can transfer data
directly to a data management program.

     Galaxy introduced a series of new information products during 1998
targeted towards show managers, attendees, and exhibitors. InfoManager is a
breakthrough in the delivery of registration data to the show manager. Using
InfoManager, the show manager has 24-hour access to their show registration
data via the Internet. InfoManager provides a variety of reports accessing
current and historical data. Matchmaker is Galaxy's first information product
specifically targeted to the attendee market. Using Matchmaker, the attendee
can receive via printed form or the Internet (expected in early 1999) a
complete list of all of the exhibits that they visited. In addition, valuable
information on each exhibitor is provided by the Matchmaker product. Lead
Assistant, introduced in late 1998, converts exhibitors' leads captured through
Galaxy's EXPOCARD into standard formats that are compatible with all of the
popular database management packages.

     Galaxy Classics provides graphic design and printing services to its and
Atwood's convention and trade show and trade association customers, as well as
to select customers in the geographic areas surrounding Galaxy's headquarters
in Frederick, Maryland. Services include customized graphic design for
multimedia use and printing services, primarily for promotional and marketing
purposes.

     Several of Galaxy's customers hold trade shows on a bi-annual or
tri-annual basis. Consequently, Galaxy's revenues vary from year to year. The
following table sets forth, for the years ended December 31, 1996, 1997 and
1998, the percentage of revenues of Galaxy generated from trade shows of
varying frequencies.

                                                        Years Ended December 31,
                                                      --------------------------
                                                        1996       1997   1998
                                                       -------   -------  ------
     Annual Shows.................................       85%       95%       90%
     Bi-Annual Shows..............................       11         3         9
     Tri-Annual Shows.............................        3         1         1
     Other Shows..................................        1         1         0
                                                       -------   -------  ------
                                                        100%      100%      100%
                                                       =======   =======  ======

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     GEM

     GEM, founded in 1986 is the leading global provider of business
information and marketing resources for the legalized gaming industry. GEM owns
and operates the World Gaming Congress and EXPO, the largest legalized gaming
industry trade show in the world and the only trade show endorsed by the
American Gaming Association as the organization's official trade show. The
conference traditionally has been held annually in Las Vegas during September
or October of each year. Consequently, GEM's financial results are skewed
towards the second half. In 1998, the World Gaming Congress sold approximately
195,000 square feet of exhibition space and included approximately 23,000
attendees, an increase from 116,200 square feet and 17,500 attendees in 1994.
In June 1998, GEM acquired all the assets and rights to the International
Gaming Business Exposition, a conference and trade show serving the casino
gaming industry. In September 1998, GEM acquired all the stock of UK based
InterGame Limited, the publisher of the leading series of publications for the
international coin-operated amusement and gaming machines and amusement park
businesses.

     GEM publishes several trade magazines directed to the legalized gaming
industry, including IGWB. IGWB, with a qualified audited circulation of over
25,000, is the leading trade journal directed to the worldwide legalized gaming
industry. In addition, the Company owns Casino Executive, LLC (the successor to
Casino Publishing Company), the publisher of Casino Executive, a trade magazine
directed to casino management executives in North America.

     During 1998, GEM had a 49% interest in Gaming for Africa Expo, a gaming
trade show and conference held in South Africa, and Gaming for Africa, the
leading trade magazine for gaming in Sub-Saharan Africa. Effective as of
January 1, 1999, GEM acquired, in a series of transactions, the business of
Gaming for Africa Expo and Gaming for Africa.


COMPETITION

     Each of the Company's businesses is in competition with other suppliers
and vendors of services or products similar to those provided by the Company
and many of such competitors are significantly larger and have greater
resources than the Company. The following is a brief description of the
competitive environment in which each of the Company's businesses operates.


     TISI

     TISI has a leading market position in the trucking industry. In the
insurance industry, there are two TISI competitors which are significantly
larger and sell significantly more MVRs than TISI, as well as many regional
providers. Management believes that TISI's ability to maintain and grow its MVR
business in the insurance industry is dependent upon its ability to continue to
resell Choice Point's CLUE(R) data, as described above. Choice Point is the
largest competitor selling MVRs to the insurance industry. Competitors in the
casino gaming industry include Choice Point, Accufact and IRCS. Competition in
the home healthcare industry is fragmented along regional lines. Choice Point
and Background America, another regional firm, are believed to be the largest
competitors. Background America was recently acquired by Kroll-O'Gara Company.
Management believes that no other competitor has developed a national vertical
market strategy based on the DAC employment history record concept.


     CORSEARCH

     The trademark search business is dominated by Thomson & Thomson. Thomson &
Thomson is owned by a large international media/information conglomerate. There
is also one smaller competitor which, while doing fewer searches than
CORSEARCH, is owned by a large publishing/information company which specializes
in selling to law firms.


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     Galaxy

     Galaxy has two significant competitors, both of which provide services to
fewer shows in any given year than Galaxy and management believes that they do
not possess the resources of the Company. There are also smaller and regional
competitors as well as some large companies which provide other exposition
services which will compete in certain aspects of Galaxy's business.


     Atwood

     As a custom publisher, Atwood competes primarily on price, quality and
service and has been successful by targeting the publishing needs of the trade
show, convention and trade association market. Outside of that market there are
many custom publishers, some with significantly greater resources than the
Company. In the trade show, convention and trade association market, there are
competitors which, while concentrating on another set of services they perform
for their customers, will also provide publishing services as part of their
package of services. While several of these competitors are significantly
larger than Atwood, management believes that stronger competitors are trade
shows or associations with "in house" publishing capabilities and trade
magazine publishers with specialized knowledge in the industry that is the
subject of the trade show or convention.


     GEM

     In the gaming trade show business, there is one other significant U.S.
show (which is smaller than World Gaming Congress ), a large show held in
London each year (ATEI), and a variety of smaller niche or regional shows and
conferences throughout the world. A few of these are owned or managed by
competitors which are significantly larger than GEM. On February 4, 1999 the
Company announced that it had entered into discussions with ATE, Ltd.
for the acquisition of ATEI.

     From a publishing standpoint, there is one other significant competitive
magazine serving the U.S. casino industry and several successful magazines and
newsletters serving vertical niches of the gaming industry in the U.S. and
worldwide industry, such as lotteries and pari-mutuals. Internationally, there
are a few magazines, particularly in Europe, which successfully serve the
casino industry and compete with the Company. To management's knowledge, none
of such competitors are significantly larger than GEM. In addition, GEM must
compete with other media for advertising dollars, such as direct mail and
direct selling. The latter is particularly important for potential U.S. casino
advertisers as so much of the industry is concentrated in a few locations.

SEASONAL FACTORS

The exposition services business is affected by the timing of conventions and
trade shows, with most such shows operating in the March-May and
September-November time frames. IGWB's results are significantly impacted by
the timing of its largest affiliate owned trade show, World Gaming Congress,
which was held in October in 1996 and 1997 and in September in 1998.

EMPLOYEES

     As of January 31, 1999, the Company employed 692 persons on a full-time
basis including 283 in Information Services, 404 in Business to Business
Communications and five at the Company's corporate offices. None of the
Company's employees are subject to collective bargaining agreements. The
Company considers relations with its employees to be satisfactory. Most
employees are salaried, with sales personnel receiving commissions on sales.


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FINANCIAL INFORMATION

     For financial information regarding the Company's business segments, see
Note 10 of Notes to Consolidated Financial Statements.

GOVERNMENT REGULATION

     As a "consumer reporting agency," TISI is subject to the provisions of the
Fair Credit Reporting Act ("FCRA") and similar acts existing in the states and
is regulated by the FTC under the Federal Trade Commission Act. Under the FCRA,
a consumer reporting agency may furnish a "consumer report" to a customer only
for a permissible purpose allowed by the FCRA. Permissible purposes include
extension or review of credit, collecting an account, employment purposes,
underwriting of insurance, determining eligibility for a license or permit
granted by a governmental entity, or in connection with a business transaction
involving the consumer. All reports of TISI are treated by TISI as consumer
reports for purposes of the FCRA. In addition, TISI's Total Applicant Screening
reports are treated by TISI as "investigative consumer reports" within the
meaning of that term under the FCRA because they involve contacting third
parties. Certain additional restrictions apply to these reports.

     The FCRA requires a consumer reporting agency to maintain reasonable
procedures designed to ensure that the restrictions on the use of certain
information are not violated. In addition, a consumer reporting agency must
follow reasonable procedures to assure maximum possible accuracy of the
information concerning the consumer about whom the report relates. The FCRA
also requires a consumer reporting agency, upon request from a consumer, to
disclose all information about that consumer in its file, together with the
source and the recipients of the information. In some cases, this information
must be delivered to the consumer at no cost, and in others the agency may
charge a reasonable fee. TISI does not charge a fee to a driver or other
individual or entity about whom or which data is provided to a customer if that
individual or entity has been turned down for a job or denied insurance within
the last 30 days. Otherwise, TISI may charge a $10.00 fee.

     The Americans with Disabilities Act ("ADA") contains pre-employment
inquiry and confidentiality restrictions designed to prevent discrimination
against individuals in the hiring process. Although TISI's business is not
directly regulated by the ADA, the use by its customers of certain information
sold to them, such as workers' compensation histories or drug and alcohol test
results, is regulated, both with respect to the type of information and the
timing of its use. Similar state laws also affect TISI's business. Some states
have human rights laws that provide more protection than the ADA. A large
number of states also regulate the type of information which can be made
available to the public or to a third party or impose conditions to the release
of the information.

     While the FCRA provides for civil liability sanctions against a consumer
reporting agency by a consumer for willful or negligent noncompliance with the
FCRA, and, as a result of the 1997 amendments, criminal penalties for willful
violations, by complying in good faith with the FCRA, TISI is protected from
liability by the FCRA even if there are inadvertent errors in the information
provided. TISI has developed and implemented internal policies designed to help
ensure that background information retrieved by it concerning a consumer is
accurate and that it otherwise complies with the provisions of the FCRA and
applicable state laws. In addition, each customer of TISI is required to sign a
user agreement, in which the customer agrees to accept responsibility for using
information provided by TISI in accordance with the provisions of the FCRA, the
ADA and local laws. TISI also has internal checks in place regarding access and
release of such information. The Company currently maintains liability
insurance to cover claims by customers or the subjects of reports for alleged
inaccurate information or misuse of information.

     The FCRA was amended in 1997, effective October 1, 1997. Such amendments
required DAC's customers to significantly increase their compliance activities
and made it more difficult for them to utilize DAC's products. DAC was
successful in obtaining passage of additional amendments in November, 1998
which granted relief to the trucking industry for the most burdensome of these
requirements. While prior to the most recent amendments DAC's business was
negatively impacted by the 1997 amendments, the Company does not expect any
significant long-term impact from this legislation.

                                       9
<PAGE>

     In the 15 years it has been in business, TISI has not been found liable
for any violations of the FCRA, the ADA or similar state laws. The Company did
settle one case out of court for a nominal amount to avoid litigation expenses.
There can be no assurance, however, that the Company will not be found liable
for any such violations and that, if found so liable, the Company will not be
subject to adverse judgments in substantial amounts. In addition, there can be
no assurance that the FCRA, the ADA or similar state laws will not be amended
or subjected to different judicial or administrative interpretation in the
future. It is not possible at this time to predict the impact that any such
change might have on the Company's results of operations, financial condition
or liquidity.

     The DOT is in the process of proposing and promulgating revised
regulations which, among other things, concern the requirements for
pre-employment screening of truck drivers. It is not possible at this time to
predict the impact that such regulations, if adopted, might have on the
Company's results of operations, financial condition or liquidity. If adopted
in their current form, such regulations would likely provide a greater demand
for access to employment history, MVRs and drug and alcohol test results of
truck drivers, such as the information provided by the Company.


FOREIGN SALES

     The Company's net revenues for 1997 and 1998 to customers outside the U.S.
and Canada were $2.0 million and $5.1 million, respectively, representing 2.5%
and 5.3% of net revenues, respectively. All of such 1997 and 1998 net revenues
are attributable to Business to Business Communications.


TRADEMARKS, LICENSES AND PATENTS

     The Company has registered numerous trademarks, including DAC Services(R),
CORSEARCH(R), CORSTATE(R), CORBASE(R), EXPO(R), World Gaming Congress(R) and
IGWB(R), in the United States and, in certain cases, in foreign countries in
which the Company does business. The Company believes that it owns or licenses
all intellectual property rights necessary to conduct its business.


ITEM 2. PROPERTIES

         The Company conducts its principal operations at the facilities set
forth below:

<TABLE>
<CAPTION>

                        LOCATION                             SQUARE FOOTAGE                      LEASED/OWNED
                        --------                             --------------                      ------------
Information Services: 
<S>                                                              <C>              <C>  
     Tulsa, Oklahoma (TISI) (1)                                   40,650           Leased (Expires June 1999)
     New York, New York (CORSEARCH)                               22,000           Leased (Expires February 2009)
Business to Business Communications: 
     Frederick, Maryland (Galaxy)                                 51,000           Leased (Expires January 2003)
     Overland Park, Kansas (Atwood)                               22,715           Leased (Expires May 2000)
     New York, New York (GEM) (2)                                  2,504           Sub-leased (Expires October 2001)
     Las Vegas, Nevada                                             2,676           Leased (Expires May 2003)
Corporate: 
     New York, New York                                            1,679           Leased (Expires October 2003) 

</TABLE>

------
(1) TISI also leases office space in Chicago, Illinois.


     The Company sold its office space in Tulsa, Oklahoma in 1998.

     Management believes that its facilities are suitable and adequate for its
immediate needs and that additional or substitute space is available if needed
to accommodate expansion.


                                      10
<PAGE>

         As a result of the merger of Tribune/Swab-Fox Companies, Inc.
("Tribune/Swab-Fox") with and into the Company, the Company acquired a 49.99%
membership interest in 1995 Land Company, L.L.C., an Oklahoma limited liability
company which owns undeveloped real estate in Tulsa, Oklahoma. The majority
member of this entity has sole management responsibility for this property and
the entity's business. The entity purchased three significant parcels of raw
land from the Company on December 30, 1994 for approximately $1.4 million in
cash and notes. In 1998, the Company sold its interest in 1995 Land Company for
$1,425,000 and recognized a gain of approximately $80,000.

ITEM 3. LEGAL PROCEEDINGS

     In the ordinary course of its business, the Company and its subsidiaries
have been named as defendants in lawsuits and a party in various governmental
proceedings from time to time. While in the past, such matters have not had a
material adverse effect on the financial position, results of operation or
liquidity of the Company, and management does not anticipate that such matters
will have such an effect in the future, the outcome of suits and proceedings
cannot be predicted with certainty and, due to such inherent uncertainty of
litigation, there can be no assurance that the Company will not be subject to
adverse judgments in substantial amounts.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matter was submitted to a vote of security holders during the
fourth quarter of the fiscal year covered by this report.


                                      11
<PAGE>

                                    PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         After giving effect to the Recapitalization consummated on February
27, 1998, VS&A-T/SF and Fir Tree owned approximately 64.4% and 35.6% of the
common stock, respectively. VS&A-T/SF is controlled by VS&A Communications
Partners II, L.P. ("VS&A Fund II"), a private equity fund affiliated with
Veronis, Suhler & Associates, Inc. ("VS&A"), an investment banking and research
firm specializing in the media and communications industry. Other investors in
VS&A-T/SF include two institutional investors and an affiliate of Ian L. M.
Thomas, the President and Chief Executive Officer of the Company. There is no
established public trading market for the Company's common stock. No dividends
were declared or paid during 1998. The terms of the Company's $25,000,000
Credit Agreement and 10 3/8 % Senior Subordinated Notes Due 2007 (the "Notes")
currently restrict the ability of the Company to pay dividends or make
distributions to its shareholders. See the Consolidated Financial Statements of
the Company and the Notes thereto.

ITEM 6. SELECTED FINANCIAL DATA

     The following table presents selected financial data for each of the last
five years.

<TABLE>
<CAPTION>

                                                                             Years Ended December 31,
                                                                       ----------------------------------
                                                          1994           1995           1996         1997         1998
                                                         ------         ------         ------       ------       ------
                                                                              (dollars in thousands)
<S>                                                     <C>            <C>            <C>          <C>         <C>     
Statement of Operations Data (1):
  Revenues
    Information Services (a)...................         $15,091        $17,950        $23,925      $31,690     $ 36,102
    Business to Business Communications (b)....          39,665         53,089         42,891       49,403       59,455
    Corporate and other........................           2,163          1,039          1,826        1,366          880
                                                         ------         ------         ------       ------       ------
      Total revenues...........................          56,919         72,078         68,642       82,459       96,437
                                                         ------         ------         ------       ------       ------

  Expenses
    Operating costs............................          35,069         39,665         40,314       43,160       51,707
    General and administrative expenses........          11,862         11,841         15,207       24,041       22,640
    Recapitalization and Reorganization Expenses             --             --             --       21,774           --
    Depreciation and amortization..............           3,118          3,601          4,018        4,996       7,078
                                                         ------         ------         ------       ------       ------
      Total expenses...........................          50,049         55,107         59,539       93,971      81,425
                                                         ------         ------         ------       ------       ------
  Operating income (loss)......................           6,870         16,971          9,103      (11,512)     15,012
  Interest expense.............................             736            859            581        3,696      10,676
                                                         ------         ------         ------       ------       ------
                                                                                                      
  Income (loss) before income taxes and other
    Items......................................           6,134         16,112          8,522      (15,208)      4,336
  Income tax (provision) benefit...............          (2,589)           (58)        (3,101)       2,636      (1,329)
  Minority interest in consolidated subsidiaries           (981)          (266)            --           --      (2,491)   
  Discontinued operations, net (2).............          (2,816)            37             --           --          --
                                                         ------         ------         ------       ------       ------
    Net income (loss)..........................          $ (252)       $15,825        $ 5,421    $ (12,572)     $  516
                                                         ======        =======        =======    =========     ========


                                                                             Years Ended December 31,
                                                                       ----------------------------------
                                                          1994           1995           1996         1997         1998
                                                         ------         ------         ------       ------       ------
                                                                               (dollars in thousands)
Other Financial Data (1):
  Capital expenditures.........................         $ 4,382        $ 2,589       $ 2,641       $ 5,541     $ 6,503
  EBITDA (3)...................................           9,988         20,572        13,121        15,258      22,044
  EBITDA margin (3)............................            17.5%          28.5%         19.1%         18.5%%      22.9%
  Ratio of earnings to fixed charges (4).......             9.3x          19.8x         15.7x           --         1.4x      

</TABLE>


                                      12
<PAGE>

                                                                   As of
                                                             December 31, 1998
                                                             -----------------
Balance Sheet Data:
  Cash and equivalents......................................    $3,878
  Total assets..............................................    74,534
  Total debt................................................   100,752
  Stockholders' deficit.....................................   (54,193)


 (1) In the merger of Tribune/Swab-Fox, then the owner of 78% of the common
     stock, with and into the Company on May 25, 1995, the Company was the
     surviving entity, from a legal standpoint. However, from an accounting
     standpoint, the transaction was treated as a downstream merger. Thus, for
     financial reporting purposes, the transaction was treated as a
     recapitalization of Tribune/Swab-Fox, with Tribune/Swab-Fox as the
     survivor. Accordingly, the historical financial statements of the Company,
     as the surviving legal entity, are those historical financial statements
     of Tribune/Swab-Fox prior to the merger. In addition, the Company was a
     party to several events/transactions which affect the comparability of the
     historical information presented above. See the Notes to Consolidated
     Financial Statements for additional information on certain of these
     events/transactions.

     (a) With respect to Information Services, the Company acquired CORSEARCH
         and CrimeSearch in August 1996.

     (b) With respect to Business to Business Communications, the Company: (i)
         acquired the stock of Galaxy in March 1994; (ii) sold the assets of
         Shopper's Guide, Inc. (the "New Jersey Shopper"), a shopper-newspaper
         operation, in April 1994; (iii) sold three trade journals and related
         assets in July 1995; (iv) acquired 88% of Casino Publishing Co.
         effective February 1, 1997 and the remainder effective January 31,
         1998 (v) acquired a majority of Galaxy Expocard Europe, B.V. in May
         1997, (vi) acquired IGBE in June 1998 and (vii) acquired InterGame,
         Limited in September 1998.

(2)  Restated to reflect real estate as a discontinued operation as of November
     30, 1994.

(3)  EBITDA is included because management understands that such information is
     considered by certain investors to be an additional basis on which to
     evaluate the Company's ability to pay interest expense, repay debt and
     make capital expenditures. Excluded from EBITDA are interest expense,
     income taxes, depreciation and amortization, recapitalization and
     reorganizational expenses, unusual gain (including gains on disposition of
     real estate in 1998), minority interest in consolidated subsidiaries,
     discontinued operations, net and extraordinary loss, net of tax, each of
     which can significantly affect the Company's results of operations and
     liquidity and should be considered in evaluating the Company's financial
     performance. EBITDA is not intended to represent and should not be
     considered more meaningful than, or an alternative to, measures of
     operating performance as determined in accordance with generally accepted
     accounting principles. EBITDA margin represents EBITDA as a percentage of
     total revenues.

(4)  In computing the ratio of earnings to fixed charges: (a) earnings have
     been based on income from continuing operations before income taxes and
     fixed charges and (b) fixed charges consist of interest and amortization
     of debt discount expense. The coverage deficiency for the year ended
     December 31, 1997 was approximately $15.2 million.

FORWARD-LOOKING STATEMENTS

     This Annual Report for the year ended December 31, 1998 as well as other
public documents of the Company contains forward-looking statements which
involve risks and uncertainties. The Private Securities Litigation Reform Act
of 1995 provides a "safe harbor" for certain forward-looking statements. When
used in this Annual Report, the words "estimate," "project," "anticipate,"
"expect," "intend," "believe," "seek," "plan," as well as variations of such
words and similar expressions, are intended to identify forward-looking
statements. While management believes these statements are reasonable, actual
results could differ materially from those projected by


                                      13
<PAGE>

such forward-looking statements. See "Business," and "Management's Discussion
and Analysis of Financial Condition and Results of Operations".


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

OVERVIEW

     The Company is a diversified business media company which principally
operates two lines of business: (i) business and professional information
services and (ii) business to business communications, publishing and related
services. On May 25, 1995, Tribune/Swab-Fox, parent of the Company, merged with
and into the Company. Though the Company was the surviving legal entity in the
merger, because Tribune/Swab-Fox owned 78% of the Company's common stock prior
to the merger, the transaction is accounted for as a recapitalization of
Tribune/Swab-Fox with Tribune/Swab-Fox as the survivor (i.e., a downstream
merger). Accordingly, the historical financial statements of the Company, as
the surviving legal entity, are those historical financial statements of
Tribune/Swab-Fox.

     In February 1997, the Company increased its ownership in Casino Publishing
Company, publisher of the trade journal, Casino Executive, to 88%, which is
included in the Company's consolidated operations since that date. Effective
January 31, 1998, the Company acquired the remaining interests in Casino
Publishing Company. In June, 1998, GEM acquired all the assets and rights to
the International Gaming Business Exposition, a conference and trade show
serving the casino gaming industry. On September 1, 1998, GEM acquired all the
stock of UK based InterGame Limited, the publisher of the leading series of
publications for the international coin-operated amusement and gaming machines
and amusement park businesses. Effective May 1, 1997, the Company acquired a
majority ownership in Galaxy Expocard Europe B.V. and increased its ownership
to 73% effective July 1, 1997. On August 15, 1996, the Company acquired 100% of
the outstanding capital stock of CORSEARCH, which has been accounted for as a
purchase. CORSEARCH provides trademark and trade name research and is included
in the Company's consolidated operations since that date. On August 1, 1996 the
Company acquired all of the assets of CrimeSearch, Inc.

During 1998, GEM had a 49% interest in Gaming for Africa Expo, a gaming trade
show and conference held in South Africa, and Gaming for Africa, the leading
trade magazine for gaming in Sub-Saharan Africa. Effective as of January 1,
1999, GEM acquired, in a series of transactions, the business of Gaming for
Africa Expo and Gaming for Africa.

Consolidated Operations

     The following table summarizes the Company's historical results of
operations as a percentage of revenue for the years ended December 31, 1996,
1997 and 1998:

<TABLE>
<CAPTION>

                                                                              Years Ended December 31,
                                                                              ------------------------
                                                                           1996       1997       1998
                                                                          ------     ------     ------
<S>                                                                        <C>        <C>        <C>   
Revenues:
     Information Services.............................................     34.8%      38.4%      37.4 %
     Business to Business Communications..............................     62.5       59.9       61.7    
     Corporate and other..............................................      2.7        1.7        0.9
                                                                          ------     ------     ------
          Total revenues..............................................    100.0      100.0      100.0   
Expenses:                                                                           
     Operating costs..................................................     58.7       52.3       53.6   
     General and administrative expenses..............................     22.2       29.2       23.5   
     Recapitalization and reorganization expenses.....................       --       26.4          --
     Depreciation and amortization....................................      5.8        6.1        7.3
                                                                          ------     ------     ------
          Total expenses..............................................     86.7      114.0       84.4
                                                                          ------     ------     ------
Operating Income (Loss) before interest and income taxes..............     13.3%     (14.0)%     15.6%
                                                                          ======     ======     ======
EBITDA Margin.........................................................     19.1%      18.5%      22.9%
                                                                          ======     ======     ======

</TABLE>


                                      14
<PAGE>

RESULTS OF OPERATIONS

   Year Ended December 31, 1998 Versus Year Ended December 31, 1997

         Revenues. Revenues of $96.4 million for the twelve months period ended
December 31, 1998, were $14.0 million (17%) higher than 1997. Business to
Business Communications segment Revenue totaled $59.5 million for the twelve
months ended December 31, 1998, an increase of $10.1 million (20%), over 1997.
At GEM, increased advertising and trade show volume and inclusion of the
InterGame results since September 1, 1998 contributed $2.3 million to the
growth. At Galaxy, the return of several bi-annual trade shows, an overall
increase in the number of shows completed during 1998 and Galaxy Europe, which
was not consolidated in the first quarter of 1997, contributed $5.8 million to
1998 revenue growth. Atwood increased revenues by 10% during 1998 compared with
1997 principally as a result of the addition of Dallas and Atlanta Market
Center business and strong periodical publishing advertising sales and 37%
growth in EXPO, a trade magazine directed at the U.S. convention and exposition
industry.

         The Information Services segment produced revenue of $36.1 million for
the twelve month period ended December 31, 1998, an increase of $4.4 million
(14%) over 1997. Corsearch increased revenue 13% during 1998, compared with
1997. This return to double-digit growth from relatively flat revenue growth
during 1997, compared with 1996, resulted from increased sales and marketing
efforts. TISI's revenue increased 14% contributing $3.4 million to revenue
growth during 1998 over 1997, principally from increased demand for TISI's
pre-employment screening information and services and a 103% increase in 1998
revenue at TISI's Crimesearch affiliate reflecting growing demand for criminal
records.

         Operating Costs. Operating Costs totaled $51.7 million, an increase of
$8.5 million (20%) for the twelve months ended December 31, 1998. Operating
Costs of the Business to Business Communications operations increased by $5.5
million (21%) for 1998, compared with 1997. The increase was attributable
principally to an increase in volume at Atwood, additional trade shows at
Galaxy, inclusion of Galaxy Europe for the year, two new shows managed by GEM
and acquisition of InterGame.

         Information Services Operating Costs increased 19% during 1998,
compared with 1997. The increase was principally attributable to higher
research volume at Corsearch and higher criminal records and pre-employment
screening volume at TISI, offset partially in the first half of 1998 by lower
costs resulting from elimination of National Employment Screening Services,
Inc.("NESS"), an unprofitable business venture, closed by TISI in 1997.

         General and Administrative Expenses. General and Administrative
Expenses totaled $22.6 million for the twelve months ended December 31, 1998, a
decrease of $1.4 million compared with 1997. General and Administrative
Expenses were favorably impacted during 1998 by the elimination of NESS
($177,000), restructuring of two unprofitable magazines to consolidate overhead
and reduction of corporate overhead (down $1.7 million - 57%) resulting
principally from elimination of the Tulsa, Oklahoma corporate office and
establishment of a smaller corporate office in New York City. The favorable
impact in General and Administrative Expenses was partially offset by expenses
attributable to the consolidation of Galaxy Europe ($530,000) which was not
included until May 1, 1997, and consolidation of InterGame ($460,000) from
September 1, 1998.

         Depreciation and Amortization. Depreciation and Amortization increased
$2.1 million (42%) during the twelve months ended December 31, 1998 compared
with 1997. During the third quarter, the Company determined that its investment
in certain foreign subsidiaries had become impaired. Accordingly, during the
third quarter of 1998 the Company established an $820,000 reserve, which is
included in Depreciation and Amortization, to provide for this impairment. For
the twelve months ended December 31, 1998, capital spending totaled $6.5
million, an increase of $962,000 (17%) over 1997. Increased spending was
attributable principally to support of new online products and expansion of
capacity at Corsearch, additional reader rental boxes at Galaxy and computer
system upgrades at TISI.


                                      15
<PAGE>

         Interest Expense. Interest Expense totaled $10.7 million for the
twelve months ended December 31, 1998, compared with $3.7 million 1997. The
increase of $7.0 million over 1997 resulted from interest on the debt incurred
in connection with the 1997 Recapitalization.

         EBITDA. EBITDA totaled $22.0 million for the twelve months ended
December 31, 1998 an increase of $6.8 million (45%) compared with 1997. The
increase during 1998 was principally attributable to higher EBITDA in the
Business to Business Communications segment (up $4.1 million-54%) and the
Information Services segment (up $4.0 million-56%), partially offset by the
impact of corporate and business development expenses. Reductions in corporate
overhead express contributed $1.7 million to improved EBITDA.

                  EBITDA is included because management understands that such
information is considered by certain investors to be an additional basis on
which to evaluate the Company's ability to pay interest expense, repay debt and
make capital expenditures. Excluded from EBITDA are interest expenses, income
taxes, depreciation and amortization, recapitalization and reorganizational
expenses, unusual gains (including gains on disposition of real estate in
1998), minority interest in consolidated subsidiaries, discontinued operations,
net and extraordinary loss, net of tax, each of which can significantly affect
the Company's results of operations and liquidity and should be considered in
evaluating the Company's financial performance. EBITDA is not intended to
represent and should not be considered more meaningful than, or an alternative
to, measures of operating performance as determined in accordance with
generally accepted accounting principles.


     Year Ended December 31, 1997 Versus Year Ended December 31, 1996

     Revenues. Revenues of $82.5 million for the year ended December 31, 1997
were $13.7 million, or 20.0%, higher than the year ended December 31, 1996.
Information Services revenue increased approximately $7.3 million, or 30.0%,
for 1997 as compared with 1996, of which approximately $4.8 million was
attributable to Corsearch (full year 1997 compared with four months 1996) and
$2.5 million was attributable principally to continued growth in TISI's
criminal record volume, and higher average prices from MVRs attributable to a
continued increase in the volume of TISI's premium service, "MVR Express."
Business to Business Communications revenue increased $6.4 million, or 15.0%,
for 1997 compared with 1996, principally because of an increase in trade show
directories produced during 1997, inclusion of Casino Executive trade journal
and Galaxy Europe revenue from the dates that a majority of Casino Publishing
Company and Galaxy Europe were acquired by the Company, reduced in part by
lower registration services due to a lower number of bi-annual trade shows in
1997, fewer pages of advertising in IGWB due to the loss of several large
advertisers in the lottery segment of the gaming industry and elimination of
two trade shows in 1997.

     Operating Costs. Operating costs for the year ended December 31, 1997 were
$2.7 million, or 6.8%, higher than the year ended December 31, 1996.
Information Services costs increased $3.3 million, or 24.4%, for 1997 compared
with 1996, including approximately $2.4 million related to Corsearch with
substantially all of the remainder related to criminal records volume increases
and new product costs. Business to Business Communications costs decreased
$508,000, or 1.9%, during 1997 compared with 1996, attributable principally to
lower trade show costs due to the elimination in 1997 of two trade shows
partially offset by costs related to the increase in directories published
during 1997, additional payroll costs in 1997 related to the increases in
operating personnel throughout 1996 and early 1997, and Casino Executive costs
in 1997.

     General and Administrative Expenses. General and administrative expenses
were $8.8 million, or 58.1%, higher for 1997, compared with 1996, substantially
all of which was attributable to business growth, the acquisition of CORSEARCH
and the initial consolidation in 1997 of Casino Executive and Galaxy Europe,
partially offset by lower corporate expenses from staff and other cost
reductions related to the Recapitalization. Corsearch expenses in 1997
reflected twelve months of operations compared with four months in 1996. The
Company acquired a controlling interest in and began consolidating Casino
Executive and Galaxy Europe in 1997.


                                      16
<PAGE>


     Depreciation and Amortization. Depreciation and amortization were $1.0
million, or 24.3%, higher for 1997, compared with 1996, substantially all
applicable to Corsearch, including amortization of goodwill related to the
acquisition.

     Recapitalization and Reorganization Expenses. Non-recurring
recapitalization and reorganization expenses incurred in connection with the
Recapitalization totaled $21.8 million during 1997 and consisted principally of
stock options repurchased in connection with the Recapitalization ($9.9
million), costs associated with the Tender Offer ($3.9 million), incentive,
severance and retention bonus payments ($5.5 million) and other transition
costs ($2.5 million).

     Interest Expense. Interest expense increased $3.1 million during the year
ended December 31, 1997, compared with the year ended December 31, 1996,
principally as the result of new debt incurred in connection with the
Recapitalization.

     EBITDA. EBITDA totaled $15.2 million for the twelve months December 31, 
1997 a increase of $2.1 million (16%) compared with 1996.

     EBITDA is included because management understands that such information is
considered by certain investors to be an additional basis on which to evaluate
the Company's ability to pay interest expense, repay debt and make capital
expenditures. Excluded from EBITDA are interest expenses, income taxes,
depreciation and amortization, recapitalization and reorganizational expenses,
unusual gains, minority interest in consolidated subsidiaries, discontinued
operations, net and extraordinary loss, net of tax, each of which can
significantly affect the Company's results of operations and liquidity and
should be considered in evaluating the Company's financial performance. EBITDA
is not intended to represent and should not be considered more meaningful than,
or an alternative to, measures of operating performance as determined in
accordance with generally accepted accounting principles


LIQUIDITY AND CAPITAL RESOURCES

     Liquidity. In connection with the Recapitalization, the Company: (i)
borrowed $13 million under a $25.0 million revolving senior credit facility
(the "Senior Credit Facility") with First Union National Bank ("FUNB"); (ii)
issued $80.0 million aggregate principal amount of notes pursuant to a facility
(the "Bridge Financing Facility") provided by First Union Corporation; and
(iii) received $40.0 million of equity contributions (the "Equity
Contributions") from VS&A-T/SF and Fir Tree. On October 29, 1997, the Company
completed the private sale to First Union Capital Markets Corp. (the "Initial
Purchaser") of $100.0 million principal amount of the Old Notes at a price of
97% of the principal amount thereof. The Initial Purchaser resold the Old Notes
to a limited number of qualified institutional buyers at an initial price to
investors of 100% of the principal amount thereof, with net proceeds to the
Company of $97.0 million (the "Offering"). The Offering was a private placement
transaction exempt from the registration requirements of the Securities Act
pursuant to Rule 144A and Section 4 thereof. The net proceeds of the Notes sold
pursuant to the Offering were applied to repay indebtedness incurred in
connection with the Recapitalization under the Senior Credit Facility and the
Bridge Financing Facility. On February 10, 1998, the Company offered to
exchange up to $100.0 million aggregate principal amount of Old Notes for up to
an equal aggregate principal amount of new notes (the "New Notes" and, together
with the Old Notes, the "Notes"). The New Notes are obligations of the Company
entitled to the benefits of the Indenture (the "Indenture") relating to the Old
Notes and the form and terms of the New Notes are identical in all material
respects to the form and terms of the Old Notes except that the New Notes have
been registered under the Securities Act and do not contain terms with respect
to transfer restrictions or interest rate increases as described herein. On
September 1, 1998 the Company purchased $1.5 million of the New Notes at a
price below par. The Company recorded a $60,000 gain on this transaction.

     The Senior Credit Facility is a $25 million revolving credit facility
which is due and payable at maturity in September, 2004. The Senior Credit
Facility is secured by a first priority lien on substantially all of the
properties and assets of the Company and its subsidiaries, owned now or
acquired later. The Senior Credit Facility is 


                                      17
<PAGE>


guaranteed by all of the subsidiaries of the Company (the "Guarantors"). At the
Company's option, the interest rate per annum applicable to the Senior Credit
Facility will be a fluctuating rate of interest measured by reference either
to: (i) LIBOR plus the applicable borrowing margin or (ii) FUNB's base rate,
which is the greater of the published prime rate of FUNB or the overnight
federal funds rate plus 0.5% (the "FUNB Rate") plus the applicable borrowing
margin. The applicable borrowing margin for the Senior Credit Facility will
range from 1.75% to 2.75% for LIBOR based borrowings and 0.5% to 1.5% for FUNB
Rate based borrowings. The Company has agreed to pay certain fees with respect
to the Senior Credit Facility including (i) upfront facility fees, (ii) agent
and arrangement fees and (iii) commitment fees of 0.5% per annum on the unused
portion of the Senior Credit Facility. The entire amount of the Senior Credit
Facility was made available to the Company concurrently with the closing of the
Tender Offer. The commitments under the Senior Credit Facility are required to
be permanently reduced with: (i) 100% of the net cash proceeds of all
non-ordinary-course asset sales or other dispositions of the property by the
Company and its subsidiaries, including insurance and condemnation proceeds,
subject to limited exceptions and (ii) 100% of the net proceeds of issuance of
equity or debt obligations of the Company and its subsidiaries, subject to
limited exceptions (including the Offering). The Company may voluntarily reduce
the commitment in amounts of $1.0 million or more at any time without premium
or penalty. The Senior Credit Facility contains covenants, among others,
restricting the ability of the Company and the Guarantors to: (i) declare
dividends or redeem or repurchase capital stock; (ii) prepay, redeem or
purchase debt; (iii) incur liens and engage in sale-leaseback transactions;
(iv) make loans and investments; (v) issue more debt; (vi) amend or otherwise
alter debt and other material agreements; (vii) make capital expenditures;
(viii) engage in mergers, acquisitions and asset sales; (ix) transact with
affiliates and (x) alter its lines of business. The Company must also make
certain customary indemnification's of the lenders and their agents and will
also be required to comply with financial covenants (based on adjusted pro
forma EBITDA) with respect to: (i) a maximum leverage ratio; (ii) a maximum
senior leverage ratio; (iii) a minimum interest coverage ratio and (iv) a
minimum fixed charge coverage ratio. The Senior Credit Facility also contains
certain customary affirmative covenants. Events of default under the Senior
Credit Facility include: (i) the Company's failure to pay principal or interest
when due; (ii) the Company's material breach of any covenant, representation or
warranty contained in the loan documents; (iii) customary cross-default
provisions; (iv) events of bankruptcy, insolvency or dissolution of the Company
or the Guarantors; (v) the levy of certain judgments against the Company, any
Guarantor, or its assets; (vi) certain adverse events under ERISA plans of the
Company or the Guarantors; (vii) the actual or asserted invalidity of security
documents or guarantees of the Company or the Guarantors and (viii) a change of
control of the Company.

     The Notes are unsecured obligations of the Company, ranking subordinate in
right of payment to all Senior Debt of the Company. The Notes are guaranteed on
a subordinated basis by all of the active wholly owned subsidiaries of the
Company. The Notes are limited in aggregate principal amount to $100.0 million
and mature on November 1, 2007. Interest on the Notes accrues at the rate of
10-3/8% per annum and will be payable semiannually in cash on each May 1 and
November 1, commencing on May 1, 1998. Interest on the Notes will accrue from
the most recent date to which interest has been paid or, if no interest has
been paid, from and including the date of issuance. The Notes will not be
entitled to the benefit of any mandatory sinking fund. The Notes may be
redeemed, at the Company's option, in whole at any time or in part from time to
time, on and after November 1, 2002, upon not less than 30 nor more than 60
days' notice, at certain specified redemption prices, plus, in each case,
accrued and unpaid interest thereon, if any, to the date of redemption. At any
time, or from time to time, on or prior to November 1, 2000, the Company may,
at its option, use the net cash proceeds of one or more Public Equity Offerings
(as defined in the Indenture) to redeem the Notes at a redemption price equal
to 110.375% of the principal amount thereof plus accrued and unpaid interest
thereon, if any, to the date of redemption; provided that at least 65% of the
principal amount of Notes originally issued remains outstanding immediately
after any such redemption. In order to effect the foregoing redemption with the
proceeds of any Public Equity Offering, the Company shall make such redemption
not more than 90 days after the consummation of any such Public Equity
Offering. The Indenture provides that upon the occurrence of a Change of
Control, each Holder will have the right to require that the Company purchase
all or a portion of such Holder's Notes, at a purchase price equal to 101% of
the principal amount thereof plus accrued interest to the date of purchase. The
Indenture contains covenants, among others, restricting the ability of the
Company and the Guarantors to: (i) declare dividends or redeem or repurchase
capital stock; (ii) prepay, redeem or purchase debt; (iii) make investments,
(iv) transact with affiliates, (v) incur additional indebtedness, (vi) restrict
the ability of subsidiaries to declare dividends of make loans to the Company,
(vii) amend or otherwise alter certain interests in TOIC Holdings, LLC, (viii)
sell assets, 


                                      18
<PAGE>

(ix) permit restricted subsidiaries to issue preferred stock, (x) incur liens
or (xi) alter business. The Indenture also contains certain customary
affirmative covenants and events of default.

     The Company's principal sources of funds are anticipated to be cash flows
from operating activities and borrowings under the Senior Credit Facility.
Based upon the successful implementation of management's business and operating
strategy, the Company believes that these funds will provide the Company with
sufficient liquidity and capital resources for the Company to meet its current
and future financial obligations, including the payment of principal and
interest on the Notes, as well as to provide funds for the Company's working
capital, capital expenditures and other needs. No assurance can be given,
however, that this will be the case. As of February 28, 1999, the Company had
$23.7 million of availability under the Senior Credit Facility. The Company's
future operating performance and ability to service or refinance the Notes and
to repay, extend or refinance the Senior Credit Facility will be subject to
future economic conditions and to financial, business and other factors, many
of which are beyond the Company's control. In addition, any future acquisitions
by the Company would likely require additional financing.

     In the event of a Change of Control (as defined in the Indenture), the
Company will be required to make an offer for cash to repurchase the Notes at
101% of the principal amount thereof, plus accrued and unpaid interest and
Additional Interest (as defined in the Indenture), if any, thereon to the
repurchase date. Certain events involving a Change of Control would result in
an event of default under the Senior Credit Facility or other indebtedness of
the Company that may be incurred in the future. Moreover, the exercise by the
holders of the Notes of their right to require the Company to repurchase the
Notes may cause an event of default under the Senior Credit Facility or such
other indebtedness, even if the Change of Control does not. Finally, there can
be no assurance that the Company will have the financial resources necessary to
repurchase the Notes upon a Change of Control.

     Capital Expenditures. Management anticipates that capital expenditures in
1999 will be approximately $7.0 million. The primary capital expenditures will
be for computer equipment and software, "reader boxes" at Galaxy and database
acquisitions at TISI and Corsearch. TISI continues to offer its customers in
the trucking industry credits for providing employment information to be
utilized in its database, which credits can be used against charges for future
services from such division. All of the credits earned are considered capital
expenditures for the acquisition of such data. Management anticipates positive
cash flow from operations in 1999, even after the anticipated capital
expenditures for 1999. Thus, with the Company's available cash reserves and
cash flow, management does not anticipate a need for additional capital during
1999 except for possible future acquisitions.


INFLATION

     Management anticipates the effect of inflation on the Company's operations
during 1999 will be primarily limited to the effects which general inflation
will have on costs in most areas in which the Company operates.

YEAR 2000 COMPLIANCE


GENERAL

TOIC's company-wide Year 2000 Project is proceeding on schedule. The project
was begun in earnest during the second quarter of 1998 and is addressing the
issue of information systems being unable to distinguish between the year 1900
and the year 2000. The general project phases common to all business units are:
(1) inventorying Year 2000 items; (2) assigning priorities to identified items;
(3) assessing the Year 2000 readiness of items determined to be material to the
Company; (4) repairing or replacing material items that are determined not to
be ready for the Year 2000; (5) testing repaired or replaced items; and (6)
designing and implementing contingency and business continuation plans for all
material items. At December 31, 1998, the inventory and priority assessment
phases for each business unit had been completed and detailed remediation plans
have been developed by business units 

                                      19
<PAGE>

considered to have material Year 2000 issues. Based on the inventory, only TISI
was determined to have material Year 2000 issues.

PROJECT

A dedicated TISI project team has been working on remediating core processing
applications as well as assessing the readiness of the infrastructure portion
of the systems. The project is on schedule overall and is 75% complete, with
different phases of the schedule being between 40% and 95% complete. The
portions of the project that are behind schedule are the portions that will
require the least amount of time to complete. The most time consuming portions
are on or ahead of schedule. The second half of 1999 is being reserved for
final testing.

TISI's project is broken down by line of business and by steps in the value
chain - customer interaction, order processing/delivery, information
production/retrieval, billing, customer service, monitoring/management,
infrastructure and extended enterprise. For packaged software and hardware
components, TISI is evaluating vendors' statements about their products'
readiness and developing test plans where the components are material and
testing is possible. Several items have been identified as unready for the Year
2000 and plans are being made for remediation. All remediation in these areas
is scheduled to be complete by the second quarter of 1999.

For applications that have been developed in-house, active inventorying and
remediation has been underway since early in 1998. To date, all PC-based
applications have been found to be ready for the Year 2000 or have required
only minor changes, which have been completed. TISI has completed a general
inventory of its primary VMS-based processing applications and 95% of the
detailed inventory. Remediation of these systems has been divided into two
phases and TISI has completed nearly 75% of the first phase and nearly 40% of
the second phase. All non-critical systems (defined as cosmetically impacted or
internal-use reporting only) will be deferred until all critical systems have
been remediated, tested and put back into production. System level and
comprehensive testing is being performed throughout the remediation process.
TISI expects that all critical application remediation will be completed by the
end of the second quarter of 1999.

TISI and the Company's other business units are in the process of contacting
significant external entities, assessing their Year 2000 readiness and
developing action plans. The company expects to complete this survey by the end
of second quarter 1999 and, if necessary, will develop contingency plans based
on the survey results.

COSTS

The total cost associated with required modifications to become Year 2000
compliant is not expected to be material to the Company's financial position.
The estimated total cost of the Year 2000 Project is approximately $1.4
million. The total amount expended on the Project through December 31, 1998,
was approximately $450,000, nearly all of which related to the cost to repair
or replace software and related hardware problems. The estimated future cost of
completing the Year 2000 Project is estimated to be approximately $930,000.
Funds for the Project are included in existing operating budgets.

RISKS

The failure to correct a material Year 2000 problem could result in an
interruption in, or a failure of, certain normal business activities or
operations. Such failures could materially and adversely affect the Company's
results of operations, liquidity and financial condition. The primary business
risk associated with Year 2000 is TISI's ability to provide employment
screening information to customers without interruption. Due to the general
uncertainty inherent in the Year 2000 problem, resulting in part from the
uncertainty of the Year 2000 readiness of third-party suppliers and customers,
the Company is unable to determine at this time whether the consequences of
Year 2000 failures will have a material impact on the Company's results of
operations, liquidity or financial condition. The Year 2000 Project is expected
to reduce significantly the Company's level of uncertainty about the Year 2000
problem and, in particular, about the Year 2000 compliance and readiness of
material external entities. The Company believes that, with the implementation
of new business systems and completion of the Project as scheduled, the
possibility of significant interruptions of normal operations should be
reduced. The Company 


                                      20
<PAGE>

expects to develop contingency plans if it is determined that the Company or
its external entities will not be materially Year 2000 compliant. Readers are
cautioned that forward-looking statements contained in the Year 2000 Update
should be read in conjunction with the Company's disclosures under the heading
"Forward-Looking Statements".


NEW ACCOUNTING PRONOUNCEMENTS

         The FASB recently issued Statement of Financial Accounting Standards
No. 132, Employers' Disclosures about Pensions and Other Postretirement
Benefits (SFAS 132) and Statement of Financial Accounting Standards No. 133,
Accounting for Derivative Instruments and Hedging Activities (SFAS 133). SFAS
132 revises employer's disclosures about pension and other postretirement
benefit plans. It does not change the measurement or recognition of those
plans. SFAS 133 establishes accounting and reporting standards for derivative
instruments and hedging activities. These Statements are not expected to have a
material impact on the Company's financial reporting as the Company does not
currently sponsor pension or other postretirement benefit plans and does not
engage in the use of derivative instruments.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         See Item 14, Exhibits, Financial Statements, Schedules and Reports 
on Form 8-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
        FINANCIAL DISCLOSURE

         In January 1998, the Company replaced Arthur Andersen LLP with KPMG
LLP as the independent public accountants for the Company. KPMG LLP are the
accountants for VS&A Fund II.

         Prior to engaging KPMG LLP, the Company consulted with KPMG LLP on the
accounting treatment for the Recapitalization.

         There has not been in the last two years any adverse opinion,
disclaimer of opinion or qualified or modified opinion on the Company's audited
financial statements from Arthur Andersen LLP or any disagreement with Arthur
Andersen LLP on any matter which, if not resolved, would have caused Arthur
Andersen LLP to reference the subject matter of the disagreement in its report.

          The decision to change accountants was approved by the board of
directors of the Company.




                                      21
<PAGE>

                                    Part III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The following table sets forth information with respect to the current
Directors and executive officers of the Company and certain other key employees
of the Company and its subsidiaries. All Directors of the Company hold office
until the next Annual Meeting of Stockholders and until the election and
qualification of their successors. Each individual listed below is a citizen of
the United States, except for Ian L.M. Thomas who is a citizen of the United
Kingdom.

<TABLE>
<CAPTION>

                NAME                      AGE                                      POSITION
                -----                     ---                                      --------
<S>                                      <C>         <C>
John S. Suhler......................       55         Chairman of the Board and Director
Ian L. M. Thomas....................       61         President, Chief Executive Officer and Director
John J. Veronis.....................       71         Director
Jeffrey T. Stevenson................       38         Director
S. Gerard Benford...................       60         Director
Jeffrey Tannenbaum..................       36         Director
John Rolfe..........................       30         Director
Stefan M. Selig.....................       36         Director
Steven J. Hunt......................       54         Chief Financial Officer and Treasurer
Brian A. Meyer......................       38         General Counsel and Secretary
Richard A. Wimbish..................       55         President and Chief Operating Officer of TISI
W. Michael Goodwin..................       48         President and Chief Executive Officer of Galaxy
Richard W. Moeller                         60         President and Chief Executive Officer of GEM
William Newman                             49         President and Chief Executive Officer of Atwood

</TABLE>

     John S. Suhler co-founded VS&A in 1981, VS&A Communications Partners I,
L.P. ("VS&A Fund I") in 1987, VS&A Fund II in 1994 and VS&A Communications
Partners III, L.P. ("VS&A Fund III") in 1999 with Mr. Veronis. Mr. Suhler
currently is President and Co-Chief Executive of VS&A and is a Founding General
Partner of VS&A Fund I. Prior to forming VS&A, Mr. Suhler was a Corporate Vice
President of CBS and President of CBS Publishing Group.

     Ian L. M. Thomas was previously employed as a Managing Director at VS&A.
Until June 15, 1998, Mr. Thomas' services were provided to the Company by VS&A,
with whom Mr. Thomas had an employment arrangement, and the Company reimbursed
VS&A for such services at cost. On June 15, 1998, Mr. Thomas entered into an
employment agreement which provides for his employment as President, Chief
Executive Officer and a Director through October 2002. Prior to his employment
at VS&A, Mr. Thomas completed a 24-year career at Reed Elsevier plc, where he
served as Chairman and Chief Executive Officer of Reed Telepublishing Ltd. and
as a member of the Board of Directors of both Reed Elsevier plc and Reed
International plc.

     John J. Veronis co-founded VS&A in 1981, VS&A Fund I in 1987, VS&A Fund II
in 1994 and VS&A Fund III in 1999 with Mr. Suhler. Mr. Veronis currently is
Chairman and Co-Chief Executive of VS&A and is a Founding General Partner of
VS&A Fund I. Prior to forming VS&A, Mr. Veronis co-founded Psychology Today and
its parent company, CRM; served as President of Curtis Magazines and Publisher
of its Ladies Home Journal and was a general corporate executive at Interpublic
Group of Companies.

     Jeffrey T. Stevenson has served as President and General Partner of VS&A
Fund III since February 1999, as President and General Partner of VS&A Fund II
since November 1994 and as President of VS&A Fund I since 1989. Mr. Stevenson
joined VS&A in 1982 and prior to joining VS&A Fund I was Executive Vice
President of VS&A in charge of corporate finance.

     S. Gerard Benford has served as Executive Vice President and General
Partner of VS&A Fund III since February 1999, as Executive Vice President and
General Partner of VS&A Fund II since November 1994 and as


                                      22
<PAGE>

Executive Vice President of VS&A Fund I since 1990. Prior to 1990, Mr. Benford
was a Corporate Vice President of Warner Communications Corporation and a
principal at Arthur Young & Company.

     Jeffrey Tannenbaum founded Fir Tree Partners, a private investment firm,
in January 1994. From 1988 through 1993, Mr. Tannenbaum was an investment
professional at Kohlberg & Co., a corporate acquisition firm.

     John Rolfe joined Fir Tree in February 1997. Prior to joining Fir Tree,
Mr. Rolfe was an investment banker with Donaldson, Lufkin & Jenrette
specializing in media and communications.

     Stefan M. Selig has been a Managing Director in the Merger & Acquisition
Department of SG Cowen Securities Corp. since March 1998. Prior to joining SG
Cowen, Mr. Selig was a Managing Director in the Merger & Acquisition Department
of UBS Securities since August 1994. Prior to joining UBS, Mr. Selig was an
investment banker in the Mergers and Acquisitions Group at The First Boston
Corporation.

     Steven J. Hunt was appointed Chief Financial Officer in November 1997.
Prior to joining the Company, he was the founder of Value Growth Partners,
International, a strategic and financial consulting firm, from 1995 to October
1997. Mr. Hunt previously served as Executive Vice President Business
Development and Planning and Chief Financial Officer of Patrick Media Group,
Inc., a subsidiary of GE Capital Corp. from 1991 to 1995.

     Brian A. Meyer was appointed General Counsel in November 1997. Prior to
joining the Company, Mr. Meyer served as Senior Counsel at Revlon, Inc. from
May 1993 to October 1997. From January 1990 to April 1993, he was an attorney
at the law firm of Latham & Watkins.

     Richard A. Wimbish joined TISI, a wholly-owned subsidiary of the Company,
as Controller in 1987 and became Executive Vice President in 1990. Mr. Wimbish
was made President and Chief Operating Officer of TISI in 1991. Prior to
joining TISI, Mr. Wimbish was Controller and Chief Financial Officer of Carlson
Reserve Corporation from 1981 through 1986.

     William Newman joined the Company in June 1998 as President and Chief
Executive Officer of Atwood. Prior to joining the Company, from 1985, Mr.
Newman was President of Kansas' leading radio stations: KCFX-FM (Classic Rock);
KCIY-FM (Smooth Jazz); KXTR-FM (Classical); KQLR-FM (Rock) and the Kansas City
Chiefs Radio Network.

     W. Michael Goodwin joined the Company in December 1996 as President and
Chief Executive Officer of the predecessors of both Atwood and Galaxy and in
June 1998 resigned his positions with Atwood. Prior to joining the Company, Mr.
Goodwin was founder and President of Falcon Sports Group, Inc., a company which
focused on developing and introducing new sports media properties. Prior to
this, Mr. Goodwin was Executive Vice President and Chief Operating Officer of
Professional Sports Publications, a publisher of sporting event game day
magazines (1992-1995).

     Richard Moeller joined the Company in September 1998 as President and
Chief Executive Officer of GEM. Prior to joining the Company, from 1993 to
1995, Mr. Moeller was President of Johnson Hill Press, Inc., a magazine
publisher, and from 1996 to 1998, was President and Chief Executive Officer of
JDTV, Inc., a television programming database company.


                                      23
<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

     Set forth below is certain information with respect to the compensation of
each of the five most highly compensated executive officers of the Company and
its subsidiaries, based on salary and bonus earned during 1998, for services in
all capacities to the Company and its subsidiaries during each of the Company's
last three fiscal years.

                                            SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                                                    Long Term
                                                                                  Compensation
                                                           Annual            -----------------------------
                                                       Compensation(1)        Awards           Payouts
                                                       ---------------       ---------  ------------------
                                                                                        Number of
                                                                            Restricted   Shares
Name and Principal Position                                                   Stock     Underlying    LTIP     All Other
---------------------------              Year        Salary       Bonus(2)    Award(s)  Options(3)  Payouts  Compensation(4)
                                         ----        ------       --------    --------  ----------  -------  ---------------
<S>                                     <C>         <C>          <C>            <C>         <C>      <C>        <C>
Ian L.M. Thomas(5)                       1998        $175,000     $168,998        --         --        --            --
President and Chief Executive Officer    1997          38,836           --        --         --        --            --
                                         1996              --           --        --         --        --            --

Steven J. Hunt                           1998        $175,000      $35,000        --         --        --       $39,000
Chief Financial Officer                  1997          29,167           --        --         --        --            --
                                         1996              --           --        --         --        --            --

Brian A. Meyer                           1998        $160,000      $32,000        --         --        --            --
General Counsel                          1997          26,667           --        --         --        --            --
                                         1996              --           --        --         --        --            --

Richard Wimbish                          1998        $175,000      $49,000        --         --        --         6,542
President, TISI                          1997         165,000       25,000        --         --        --       539,935
                                         1996         155,000       41,491        --     10,000        --         5,429

Mike Goodwin                             1998        $165,000      $52,800        --         --        --            --
President, Galaxy                        1997         165,000       33,333        --     20,000        --        24,088
                                         1996              --           --        --         --        --            --

</TABLE>

---------------
(1)  No cash compensation other than the annual amounts described was paid to
     any of the named executives attributable to the periods shown.
(2)  Includes bonuses earned for the year, even if paid in another year. 
(3)  Consists solely of options to acquire shares of common stock.
(4)  These amounts include the total value of the Company's contributions made
     or accrued to the Company's 401(k) plan. All such persons are 100 percent
     vested in their accounts under the Company's plan. In the case of Mr.
     Hunt, this includes relocation expenses paid in 1998. In the case of Mr.
     Goodwin with respect to 1997, this includes relocation expenses paid in
     1997. In the case of Mr. Wimbish with respect to 1997, this also includes
     a bonus of $535,000 in connection with the change of control.
(5)  Mr. Thomas served as President and Chief Executive Officer from October 9,
     1997. Until Mr. Thomas' U.S. Visa was transferred from VS&A to the
     Company, Mr. Thomas' services were provided to the Company by VS&A, with
     whom Mr. Thomas had an employment arrangement, and the Company reimbursed
     VS&A for such services at cost. On June 15, 1998, Mr. Thomas entered into
     an employment agreement with the Company that provides for his employment
     through October 2002.


     OPTIONS. The Company did not grant any options or stock appreciation
rights during 1998. The Company never granted any stock appreciation rights. In
1997, the Company terminated all stock option plans, except for the Company's
1994 Incentive Stock Plan, under which Mr. Wimbish was granted options
exerciseable into 16,750 shares of common stock (1,675 shares after giving
effect to a 10-for-1 reverse stock split effected in 1998). The

                                      24
<PAGE>

plan will survive solely with respect to such options and no further options
are outstanding, or will be granted, under such plan.

     COMPENSATION OF DIRECTORS. Directors receive no additional compensation
for service on the Board of Directors or any committee thereof. Directors are
reimbursed by the Company for out-of-pocket expenses incurred by them in
connection with their service on the Board of Directors and any committee
thereof.

     EMPLOYMENT AGREEMENTS. The Company is subject to employment agreements
with certain directors, officers or key employees, as follows:

     Ian L.M. Thomas is President and Chief Executive Officer and a Director of
the Company. Until Mr. Thomas' U.S. Visa was transferred from VS&A to the
Company, Mr. Thomas' services were provided to the Company by VS&A, with whom
Mr. Thomas had an employment arrangement, and the Company reimbursed VS&A for
such services at cost. On June 15, 1998, Mr. Thomas entered into an employment
agreement with the Company that provides for his employment through October
2002 at a base salary of $175,000 per year, with annual increases based upon
the Consumer Price Index, plus a bonus (of up to 100% of his base salary) based
upon certain performance targets. Mr. Thomas also participates in the Company's
Chief Executive Officer Equity Appreciation Plan and Supplemental Chief
Executive Officer Equity Appreciation Plan. See "--Phantom Stock Plans."

     Steven J. Hunt, hired by the Company in November 1997, is the Chief
Financial Officer of the Company. Mr. Hunt is party to an employment agreement
with the Company that provides for a five-year term at a base salary of
$175,000 per year, with annual increases based upon the Consumer Price Index,
plus a bonus (of up to 50% of his base salary) based upon certain performance
targets. Mr. Hunt also participates in the Company's Chief Financial
Officer/General Counsel Equity Appreciation Plan. See "--Phantom Stock Plans."

     Brian A. Meyer, hired by the Company in November 1997, is the General
Counsel of the Company. Mr. Meyer is party to an employment agreement with the
Company that provides for a five-year term at a base salary of $160,000 per
year, with annual increases based upon the Consumer Price Index, plus a bonus
(of up to 50% of his base salary) based upon certain performance targets. Mr.
Meyer also participates in the Company's Chief Financial Officer/General
Counsel Equity Appreciation Plan. See "--Phantom Stock Plans."

     W. Michael Goodwin was hired by the Company in December 1996, to serve as
President and Chief Executive Officer of the predecessors of both Atwood and
Galaxy. After a full-time Chief Executive Officer was hired for Atwood, Mr.
Goodwin relinquished his position with Atwood and became the full-time Chief
Executive Officer of Galaxy. Mr. Goodwin entered into a new employment
agreement as of January 1, 1998 which provides for his employment through
December 31, 2000 as President and Chief Executive Officer of Galaxy
Registration, LLC at a base salary of $165,000 annually, with annual increases
based upon the Consumer Price Index, and various incentives and bonus
opportunities, including participation in the Company's Key Executive Equity
Appreciation Plan.

     Richard A. Wimbish entered into a new employment agreement with TISI as of
January 1, 1998 which provides for his employment through December 31, 2000 as
President and Chief Operating Officer of TISI at a base salary of $175,000
annually, with annual increases based upon the Consumer Price Index, and
various incentives and bonus opportunities, including participation in the
Company's Key Executive Equity Appreciation Plan. Mr. Wimbish continues to hold
options granted under the Company's 1994 Incentive Stock Plan, 1,675 shares of
common stock are issuable upon exercise of such options, 1,000 of which have an
exercise price of $13.874 per share and 675 of which have an exercise price of
$4.25 per share. The Company's 1994 Incentive Stock Plan, under which such
options were granted, therefore will survive (solely with respect to such
options).

     William Newman was hired by the Company in June 1998 to serve as President
and Chief Executive Officer of Atwood. Mr. Newman entered into an employment
agreement as of June 22, 1998 which provides for his employment through
December 31, 2000 as President and Chief Executive Officer of Atwood
Publishing, LLC at a base salary of $165,000 annually, with annual increases
based upon the Consumer Price Index, and various incentives and bonus
opportunities, including participation in the Company's Key Executive Equity
Appreciation Plan.


                                      25
<PAGE>


     Richard Moeller was hired by the Company in September 1998 to serve as
President and Chief Executive Officer of GEM. Mr. Moeller entered into an
employment agreement as of September 1, 1998 which provides for his employment
through August 31, 2001 as President and Chief Executive Officer of GEM
Communications, LLC at a base salary of $160,000 annually, with annual
increases based upon the Consumer Price Index, and various incentives and bonus
opportunities, including participation in the Company's Key Executive Equity
Appreciation Plan.

PHANTOM STOCK PLANS

     The Company has established a Key Executive Equity Appreciation Plan (the
"Key Executive Phantom Stock Plan") for executives of the Company. Pursuant to
the Key Executive Phantom Stock Plan, executives can be awarded Equity
Appreciation Units ("Units") which constitute a "phantom" equity interest in
any appreciation in the value of the equity of the Company above the $59.6
million originally invested by VS&A-T/SF and Fir Tree in the Company and
Holdings LLC (the "Equity Appreciation") payable only in the event of a change
in control of the Company, as defined, or termination event, as defined. The
Units vest 20% per year over five years, provided that the executive remains an
employee of the Company and the annual EBITDA budget for the Company is
achieved (or, if not achieved, that 110% of the annual EBITDA budget for the
next year is achieved). Messrs. Wimbish, Goodwin, Newman and Moeller were
awarded Units equal to .3%, .2%, .25% and .175%, respectively, of the Equity
Appreciation under the Key Executive Phantom Stock Plan.

     Ian L.M. Thomas, President and Chief Executive Officer of the Company, was
awarded Units equal to 2.5% of the Equity Appreciation under the Chief
Executive Officer Equity Appreciation Plan, which Units vest 20% per year over
five years, provided that Mr. Thomas remains an employee of the Company. Mr.
Thomas was awarded Units equal to an additional 2.5% of the Equity Appreciation
under the Supplemental Chief Executive Officer Equity Appreciation Plan, which
Units vest 100% upon a Change of Control (as defined in the Supplemental Chief
Executive Officer Equity Appreciation Plan), in the event that VS&A-T/SF has
received an internal rate of return on its investment in the common stock of
greater than 20% per annum.

     Mr. Hunt, Chief Financial Officer of the Company, and Mr. Meyer, General
Counsel of the Company, were awarded Units equal to 1.5% and 1%, respectively,
of the Equity Appreciation under the Chief Financial Officer/General Counsel
Equity Appreciation Plan (together with the Key Executive Phantom Stock Plan,
the Chief Executive Officer Equity Appreciation Plan and the Supplemental Chief
Executive Officer Equity Appreciation Plan, the "Phantom Stock Plans"), which
Units vest 20% per year over five years, provided, in each case, that such
individual remains an employee of the Company.

     Upon termination of an executive's employment by the Company for any
reason (other than Cause (as defined in the Key Executive Phantom Stock Plan)
or voluntary termination by the executive), the executive is entitled to
receive an amount equal to the value of his or her vested Units, payment of
which can be deferred until a Change in Control (as defined in the Key
Executive Phantom Stock Plan) of the Company. All Units awarded under the Chief
Executive Officer Equity Appreciation Plan and the Chief Financial
Officer/General Counsel Equity Appreciation Plan vest on a Change in Control
(as defined in each plan), and the executive is entitled to receive an amount
equal to the value of his or her Units (unless his or her employment terminated
prior to the Change in Control).

     The maximum number of Units issuable under the Phantom Stock Plans would
constitute approximately 10% of the common equity interests of the Company.


                                      26
<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      On March 31, 1998, following the consummation of the Recapitalization on
February 27, 1998 and a 10-for-1 reverse stock split effected on March 30,
1998, VS&A-T/SF held 72,367 shares (or approximately 64.4%) and Fir Tree held
40,000 shares (or approximately 35.6%) of the common stock, constituting all of
the outstanding common stock. Upon consummation of the Tender Offer, Stock
Purchase and Option Repurchase, pending the Second Step Transaction on February
27, 1998, public shareholders held 101,969 shares of the common stock (or
approximately 7%), and VS&A-T/SF's shares constituted approximately 60% and Fir
Tree's shares constituted approximately 33% of the outstanding shares of the
common stock. No directors or executive officers of the Company own any shares
of the common stock. An affiliate of Ian L. M. Thomas, President and Chief
Executive Officer of the Company, has invested $750,000 to purchase 1.95% of
VS&A-T/SF.

<TABLE>
<CAPTION>

NAME AND ADDRESS                             AMOUNT AND NATURE OF
OF BENEFICIAL OWNER                          BENEFICIAL OWNERSHIP                    PERCENT OF CLASS
-------------------                          --------------------                    ----------------
<S>                                          <C>                                     <C>   
VS&A-T/SF, LLC                               72,367                                  64.40%
350 PARK AVENUE
NEW YORK, NEW YORK

FIR TREE VALUE FUND LP.                      34,541                                  30.74%
1211 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK  10036

FIR TREE INSTITUTIONAL VALUE FUND L.P.       3,831                                   3.41%
1211 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK  10036

FIR TREE VALUE PARTNERS L.D.C.               1,628                                   1.45%
1211 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK  10036

</TABLE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

STOCKHOLDERS AGREEMENT

     VS&A-T/SF, Fir Tree (each, a "Stockholder") and the Company are parties to
a Stockholders Agreement (the "Stockholders Agreement"), dated as of October 9,
1997, with respect to the management of the Company and their ownership of
shares of the common stock.

     The Stockholders Agreement provides each Stockholder the right to "tag"
along on any sale of shares by the other Stockholder, provides to VS&A-T/SF the
right to "drag" along Fir Tree on any sale of all of the common stock and
provides preemptive rights to each Stockholder.

     The Stockholders Agreement provides that VS&A-T/SF and Fir Tree will vote
for a board consisting of a majority of members designated by VS&A-T/SF and a
number of Fir Tree designees in proportion to Fir Tree's ownership of common
stock. Accordingly, the board of directors of the Company consists of eight
members, five designated by VS&A-T/SF and three designated by Fir Tree. See
"Management."

     The Stockholders Agreement provides that certain actions require approval
by a majority of the Fir Tree designees on the board, including an amendment of
the Certificate of Incorporation or By-Laws, a transaction with 

                                      27
<PAGE>

VS&A-T/SF or an affiliate, certain borrowings or management equity plans
pursuant to which management receives more than 10% of the common equity
interests of the Company.

     At any time after October 9, 2002, Fir Tree has the right to force a sale
of the Company or its assets and the Stockholders are required to sell their
shares or vote in favor of a sale. If a definitive agreement for the sale of
the Company is not executed within 18 months after the notice from Fir Tree,
the Stockholders will vote their shares to elect a board consisting of a
majority of members designated by Fir Tree.

     The Stockholders Agreement terminates in 10 years or upon an earlier
underwritten initial public offering of common stock.

     Following the Recapitalization, VS&A was paid an investment banking fee of
$1.5 million by the Company, which was shared with Fir Tree pro rata (based on
the ratio in which VS&A-T/SF and Fir Tree own shares of the common stock).

         In 1998, VS&A was paid a fee of $20,000 in connection with advisory
services provided to the Company with respect to the acquisition of
International Gaming Business Exposition and a monitoring fee of $90,000;
approximately 18% of both such fees were shared with Fir Tree pursuant to the
Stockholders Agreement.









                                      28
<PAGE>

                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) List of documents filed as part of this Report:

         (1)  Consolidated Financial Statements and Independent Auditors' 
              Reports included herein:
                See Index on page F-1
         (2)  Financial Statement Schedule:
                  The Financial Statement Schedules are omitted as they are
                  inapplicable or the required information is furnished in the
                  Consolidated Financial Statements of the Company or the Notes
                  thereto.
         (3) List of Exhibits:


Exhibit
-------
Number                                 Description
------                                 -----------
    2.1        Stock Purchase Agreement, dated as of August 15, 1997, among
               VS&A Communications Partners II, L.P., VS&A-T/SF Inc. and T/SF
               Communications Corporation (incorporated herein by reference to
               Exhibit 2.1 to the Company's Registration Statement on Form S-4
               dated February 10, 1998 (the "Registration Statement"))
    2.2        Stock Purchase Agreement dated as of September 1, 1998 by and
               among GEM Communications, LLC and the shareholders of InterGame
               Limited (incorporated herein by reference to Exhibit 2.1 to the
               Company's Current Report on Form 8-K dated September 1, 1998).
  2.3*         Asset Purchase Agreement dated as of March 25, 1999 among TOIC
               Acquisition, LLC, The Official Information Company,
               International Travel Service, Inc. and William A. Patterson Jr.,
               Stephen T. Martin and Edward A. Harris
    3.1        Amended and Restated Certificate of Incorporation of the Company
               (incorporated herein by reference to Exhibit 3.1 to the
               Company's Annual Report on Form 10-K for the period ended
               December 31, 1997 (the "1997 Form 10-K"))
    3.2        Amended and Restated By-laws of the Company (incorporated herein
               by reference to Exhibit 3.2 to the Registration Statement)
    4.1        Indenture, dated as of October 29, 1997, by and among T/SF
               Communications Corporation, the Guarantors named therein and IBJ
               Schroder Bank & Trust Company, as Trustee (incorporated herein
               by reference to Exhibit 4.1 to the Registration Statement)
    4.1(a)     Form of Supplemental Indenture, by and among T/SF Communications
               Corporation, the Guarantors named therein and IBJ Schroder Bank
               & Trust Company, as Trustee (incorporated herein by reference to
               Exhibit 4.1(a) to the Registration Statement)
    4.2        Registration Rights Agreement, dated as of October 29, 1997, by
               and among T/SF Communications Corporation, the Guarantors named
               therein and First Union Capital Markets Corp. (incorporated
               herein by reference to Exhibit 4.1(a) to the Registration
               Statement)
    4.3        Form of Old Note (included in Indenture filed as Exhibit 4.1)
    4.4        Form of New Note (included in Indenture filed as Exhibit 4.1)
   10.1        Credit Agreement, dated as of October 9, 1997, among T/SF
               Communications Corporation and First Union Corporation (as
               Lender and Agent) (incorporated herein by reference to Exhibit
               10.2 to the Registration Statement)
   10.2        Security Agreement, dated as of October 9, 1997, among T/SF
               Communications Corporation, the Guarantors (as defined therein)
               and First Union National Bank (incorporated herein by reference
               to Exhibit 10.3 to the Registration Statement)
   10.3        Stock Pledge Agreement, dated as of October 9, 1997, made by
               VS&A-T/SF, Inc. and Fir Tree Value Fund, L.P., Fir Tree
               Institutional Value Fund, L.P., and Fir Tree Value Partners,
               LDC, in favor of First Union National Bank (incorporated herein
               by reference to Exhibit 10.4 to the Registration Statement)

                                      29
<PAGE>


  10.4         Stock Pledge Agreement, dated as of October 9, 1997, made by
               T/SF Communications Corporation in favor of First Union National
               Bank (incorporated herein by reference to Exhibit 10.5 to the
               Registration Statement)
  10.5         Stock Pledge Agreement, dated as of October 9, 1997, made by
               T/SF Holdings, LLC, in favor of First Union National Bank
               (incorporated herein by reference to Exhibit 10.6 to the
               Registration Statement)
  10.6         Stock Pledge Agreement, dated as of October 9, 1997, made by
               Atwood Convention Publishing, Inc., Galaxy Registration, Inc.,
               G.E.M. Communications, Inc., Transportation Information
               Services, Inc., T/SF Investment Co. and T/SF of Nevada, Inc., in
               favor of First Union National Bank (incorporated herein by
               reference to Exhibit 10.7 to the Registration Statement)
  10.7*        Employment Agreement by and between Richard Moeller and GEM
               Communications, LLC, dated as of September 1, 1998.
  10.8*        Employment Agreement by and between William Newman and Atwood
               Publishing, LLC, dated as of June 22, 1998.
  10.9         Employment Agreement by and between Richard A. Wimbish and
               Transportation Information Services, Inc., dated as of January
               1, 1998 (incorporated herein by reference to Exhibit 10.8 to the
               Registration Statement)
  10.10        Form of Employment Agreement by and between Ian L.M. Thomas and
               T/SF Communications Corporation (incorporated herein by
               reference to Exhibit 10.9 to the Registration Statement)
  10.10(a)     Letter Agreement, dated October 9, 1997, by and between VS&A
               Communications Partners, II, L.P., Veronis, Suhler & Associates,
               Inc. and Ian L.M. Thomas (incorporated herein by reference to
               Exhibit 10.9(a) to the Registration Statement)
  10.11        Employment Agreement by and between Steven J. Hunt and T/SF
               Communications Corporation, dated as of November 10, 1997
               (incorporated herein by reference to Exhibit 10.10 to the
               Registration Statement)
  10.12        Employment Agreement by and between Brian A. Meyer and T/SF
               Communications Corporation, dated as of November 10, 1997
               (incorporated herein by reference to Exhibit 10.11 to the
               Registration Statement)
  10.13        Employment Agreement by and between Michael Goodwin and Galaxy
               Registration, LLC, dated as of January 1, 1998 (incorporated
               herein by reference to Exhibit 10.12 to the Registration
               Statement)
  10.14        T/SF Communications Corporation Chief Executive Officer Equity
               Appreciation Plan (incorporated herein by reference to Exhibit
               10.14 to the Registration Statement)
  10.15        T/SF Communications Corporation Supplemental Chief Executive
               Officer Equity Appreciation Plan (incorporated herein by
               reference to Exhibit 10.15 to the Registration Statement)
  10.16        T/SF Communications Corporation Chief Financial Officer/General
               Counsel Equity Appreciation Plan (incorporated herein by
               reference to Exhibit 10.16 to the Registration Statement)
  10.17        T/SF Communications Corporation Key Executive Equity
               Appreciation Plan (incorporated herein by reference to Exhibit
               10.17 to the Registration Statement)
  10.18        Stockholders' Agreement, dated as of October 9, 1997, among T/SF
               Communications Corporation, VS&A-T/SF, L.L.C. and Fir Tree Value
               Fund, L.P., Fir Tree Institutional Value Fund, L.P. and Fir Tree
               Value Partners, LDC (incorporated herein by reference to Exhibit
               10.18 to the Registration Statement)
  10.19        Consulting Agreement by and between Howard G. Barnett, Jr. and
               T/SF Communications Corporation, dated October 9, 1997
               (incorporated herein by reference to Exhibit 10.19 to the
               Registration Statement)
  10.20        Consulting Agreement by and between Robert F. Craine, Jr. and
               T/SF Communications Corporation, dated October 9, 1997
               (incorporated herein by reference to Exhibit 10.20 to the
               Registration Statement)
  10.21        Consulting Agreement by and between J. Gary Mourton and T/SF
               Communications Corporation, dated October 9, 1997 (incorporated
               herein by reference to Exhibit 10.21 to the Registration
               Statement)
  10.22        T/SF Communications Corporation 1994 Incentive Stock Plan
               (incorporated herein by reference to Exhibit A to the
               Registrant's Proxy Statement for Annual Meeting of Stockholders
               dated May 23, 1994)

                                      30
<PAGE>

  10.23        Settlement Agreement, dated and effective as of December 12,
               1995, by and between T/SF Communications Corporation and Robert
               J. Swab (incorporated herein by reference to Exhibit 10.18 to
               the Registrant's Annual Report on Form 10-K for the year ended
               December 31, 1995)
  10.24        Operating Agreement for 1995 Land Company, L.L.C., dated
               December 20, 1994, by and between John C. Bumgarner, Jr. and
               Tribune/Swab-Fox (incorporated herein by reference to Exhibit
               10.20 of Tribune/Swab-Fox's Annual Report on Form 10-K for the
               year ended December 31, 1994)
  10.25        Stock Purchase Agreement, dated as of August 15, 1996, by and
               among T/SF Investment Co. and the shareholders of CORSEARCH,
               Inc. (incorporated herein by reference to Exhibit 2.1 to the
               Form 8-K)
  10.26        T/SF Communications Corporation and T/SF Holdings, LLC Key
               Employee Bonus Plan (incorporated herein by reference to Exhibit
               10.29 to the Registration Statement)
  10.27        Voting Agreement dated as of February 6, 1998 among the Company
               and certain subsidiaries (incorporated by reference to Exhibit
               10.27 of the 1997 Form 10-K)
  12*          Statement re: computation of ratios
  21*          Subsidiaries of the Company
  23.1*        Consent of Arthur Andersen, LLP
  27*          Financial Data Schedule




  * Filed herewith.


(b)      Reports on Form 8-K

         THE REGISTRANT FILED NO REPORTS ON FORM 8-K DURING THE LAST QUARTER OF
THE FISCAL YEAR ENDED DECEMBER 31, 1998.

                                      31
<PAGE>


                         INDEX TO FINANCIAL STATEMENTS
                        THE OFFICIAL INFORMATION COMPANY



                                                                           PAGE
                                                                           ----

Reports of independent auditors and public accountants                      F-2

Consolidated balance sheets as of December 31, 1998 and 1997                F-4

Consolidated statements of operations for the years ended
     December 31, 1998, 1997 and 1996                                       F-6

Consolidated statements of changes in stockholders' equity (deficit) for
     the years ended December 31, 1998, 1997 and 1996                       F-7

Consolidated statements of cash flows for the years ended
     December 31, 1998, 1997 and 1996                                       F-8

Notes to consolidated financial statements                                  F-10





                                      F-1




<PAGE>



                          INDEPENDENT AUDITORS' REPORT



The Board of Directors and Stockholders
The Official Information Company:


We have audited the accompanying consolidated balance sheet of The Official
Information Company, its subsidiaries and controlled affiliates as of December
31, 1998 and 1997, and the related consolidated statements of operations,
changes in stockholders' equity (deficit) and cash flows for the years then
ended. 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 financial position of The Official
Information Company, its subsidiaries and controlled affiliates as of December
31, 1998 and 1997, and the results of their operations and their cash flows for
the years then ended, in conformity with generally accepted accounting
principles.


/s/ KPMG LLP

New York, New York
February 9, 1999


                                      F-2
<PAGE>





         REPORT OF ARTHUR ANDERSEN LLP, INDEPENDENT PUBLIC ACCOUNTANTS



To the Board of Directors and Stockholders 
  of The Official Information Company
  (formerly T/SF Communications Corporation):


We have audited the accompanying consolidated statements of operations, changes
in stockholders' equity and cash flows of The Official Information Company
(formerly T/SF Communications Corporation) (a Delaware corporation) and
subsidiaries 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 consolidated statements of operations,
changes in stockholders' equity and cash flows are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the consolidated statements of operations,
changes in stockholders' equity and cash flows. 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 operations and cash flows of The Official
Information Company (formerly T/SF Communications Corporation) and subsidiaries
for the year ended December 31, 1996, in conformity with generally accepted
accounting principles.



/s/ Arthur Andersen LLP


Tulsa, Oklahoma
February 21, 1997




<PAGE>


                        THE OFFICIAL INFORMATION COMPANY

                          CONSOLIDATED BALANCE SHEETS
                       ((IN THOUSANDS, EXCEPT SHARE DATA)

                           DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>

                   Assets                                                           1998                1997
                   ------                                                           ----                ----
<S>                                                                             <C>                     <C>   
Current assets:
    Cash and cash equivalents                                                   $   3,878               10,564
    Accounts receivable, less reserve for doubtful accounts
        of $856 in 1998 and $595 in 1997                                           17,555               11,018
    Due from related entity                                                            20                    -
    Inventories                                                                       231                  329
    Deferred tax assets                                                               260                1,520
    Notes receivable and other current assets                                       1,706                1,345
    Refundable income taxes                                                        -                     3,166
                                                                               ----------              -------

          Total current assets                                                     23,650               27,942
                                                                                   ------               ------

Notes receivable and investments                                                      411                1,769
                                                                                    -----              -------

Property, plant and equipment, at cost:
    Exposition equipment                                                            7,301                4,083
    Data processing and office furniture and equipment                             14,308               12,880
                                                                                   ------               ------
                                                                                   21,609               16,963

    Less accumulated depreciation                                                  12,584                9,910
                                                                                   ------              -------
          Property, plant and equipment, net                                        9,025                7,053
                                                                                   --------            -------

Deferred tax assets                                                                 1,185                1,150
Intangibles and other assets, net                                                  40,263               33,052
                                                                                   ------               ------

                                                                                $  74,534               70,966
                                                                                   ======               ======


</TABLE>


See accompanying notes to consolidated financial statements.

                                      F-4
<PAGE>

<TABLE>
<CAPTION>

     LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                  1998                 1997
     ----------------------------------------------                                  ----                 ----
<S>                                                                               <C>                     <C>  
Current liabilities:
    Accounts payable                                                              $  2,967                4,505
    Accrued liabilities                                                              9,984                9,261
    Deferred revenue                                                                 6,680                2,843
    Current portion of long-term debt                                                1,367                1,232
                                                                                     -----            ---------

         Total current liabilities                                                  20,998               17,841
                                                                                    ------             --------

Long-term debt                                                                      99,385              102,302
Other liabilities                                                                    1,353                1,425
Minority interest                                                                    6,991                   -

Stockholders' equity (deficit):
    Common stock, $.10 par value, 150,000 and 10,000,000 shares authorized at
    December 31, 1998 and 1997,
    respectively                                                                        42                  419
    Additional paid-in capital                                                      48,197               47,820
    Retained earnings                                                               12,044               11,528
                                                                                    ------             --------
                                                                                    60,283               59,767
    Treasury stock                                                                (114,476)            (110,369)
                                                                                  ---------             -------

         Total stockholders' equity (deficit)                                      (54,193)             (50,602)
                                                                                  --------             --------

                                                                               $    74,534               70,966
                                                                                  ========             ========

</TABLE>

                                      F-5
<PAGE>

                                       THE OFFICIAL INFORMATION COMPANY

                                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                                (IN THOUSANDS)

                                 YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<TABLE>
<CAPTION>

                                                                       1998               1997              1996
                                                                       ----               ----              ----
<S>                                                                <C>                   <C>               <C>   
Revenues:
    Operating revenues                                             $  95,557             81,092            66,816
    Interest and other income                                            834              1,577             1,478
    Gain (loss) on sale of assets, net                                    46               (210)              348
                                                                    ----------         --------          --------
         Total revenues                                               96,437             82,459            68,642
                                                                      ------             ------            ------

Costs and expenses:
    Operating costs                                                   51,707             43,160            40,314
    General and administrative                                        22,640             24,041            15,207
    Recapitalization and reorganizational expenses                         -             21,774            -    
    Interest                                                          10,676              3,696               581
    Depreciation and amortization                                      7,078              4,996             4,018
                                                                       -----            -------           -------
                                                                      92,101             97,667            60,120
                                                                      ------             ------            ------

Income (loss) before income taxes                                      4,336            (15,208)            8,522
Income tax (expense) benefit                                          (1,329)             2,636            (3,101)
Minority interest in consolidated subsidiaries                        (2,491)            -                  -
                                                                      -------            ------           -------

         Net income (loss)                                          $    516            (12,572)            5,421
                                                                      ========           ======           =======



</TABLE>

See accompanying notes to consolidated financial statements.


                                      F-6
<PAGE>

<TABLE>
<CAPTION>

                                       THE OFFICIAL INFORMATION COMPANY

                     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                                (IN THOUSANDS)

                                 YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996



                                                                            1998               1997         1996 
                                                                            ----               ----         ----
<S>                                                                        <C>               <C>            <C>
Common stock:
    Balance at beginning of year                                      $     419                332            332
    Issuance of common stock                                                  -                 92              1
    Retirement of common stock                                                -                 (5)            (1)
    Reverse stock split                                                    (377)             -                  -
                                                                           -----           -------            ---
    Balance at end of year                                                   42                419            332
                                                                             --                ---            ---

Additional paid-in capital:
    Balance at beginning of year                                         47,820             13,754         13,475
    Issuance of common stock                                                  -             35,350            111
    Retirement of common stock                                                -             (1,372)          (196)
    Reverse stock split                                                     377                  -              -
    Compensation recognized on stock options,
        net of tax benefit                                                  -                   88            364
                                                                       --------          ---------            ---
    Balance at end of year                                               48,197             47,820         13,754
                                                                         ------             ------         ------

Retained earnings:
    Balance at beginning of year                                         11,528             24,100         18,679
    Net income (loss)                                                       516            (12,572)         5,421
                                                                            ---            --------         -----
    Balance at end of year                                               12,044             11,528         24,100
                                                                         ------             ------         ------

Treasury stock: (284 shares)

    Balance at beginning of year                                       (110,369)                 -              -
    Repurchase of shares                                                 (3,600)          (110,369)             -
    Minority shareholder conversion                                        (507)           -                    -
                                                                     -----------    ---------------        ------
    Balance at end of year                                             (114,476)          (110,369)             -
                                                                       ---------          ---------        ------
                                                                                                       
Total stockholders equity (deficit)                                  $  (54,193)           (50,602)        38,186
                                                                       ========            =======         ======

Common shares outstanding:
    Beginning balance                                                     4,191              3,318          3,318
    Retirement of common stock                                                -                (50)            (1)
    Reverse stock split                                                  (3,770)                 -              -
    Issuance of common stock                                             -                     923              1
                                                                       --------                ---         ------

    Balance at end of year                                                  421              4,191          3,318
                                                                         ========            =====          =====

</TABLE>

See accompanying notes to consolidated financial statements.


                                      F-7
<PAGE>

<TABLE>
<CAPTION>


                                       THE OFFICIAL INFORMATION COMPANY

                                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                (IN THOUSANDS)

                                 YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996


                                                                                1998             1997              1996
                                                                                ----             ----              ----
<S>                                                                      <C>                 <C>                  <C>  
Cash flows from operating activities:
    Net income (loss)                                                    $     516           (12,572)             5,421
                                                                               -----          ------            -------

    Adjustments to reconcile net income (loss) to net cash provided by
        operating activities:
         Depreciation and amortization                                       7,078             4,996              4,018
         Undistributed earnings of
             unconsolidated subsidiary                                           -              (156)                 -    
         Accretion of interest expense                                           -                 -                282
         (Gain) loss on sale of assets                                         (46)              201               (348)
         Reserves provided on investments                                        -               444                425
         Compensation recognized on stock options,
             net of tax benefit                                                  -                88                364
         Gain on debt repurchase                                               (60)                -                  -
         Deferred income taxes                                               1,225            (1,196)               309
         Changes in assets and liabilities:
           Accounts receivable and refundable
               income taxes                                                 (2,639)           (1,663)              (483)
           Inventories                                                          98               (34)               (12)
           Current contract receivable and other
              current assets                                                  (360)            1,208                390
           Intangibles and other assets                                        308              (993)              (160)
           Accounts payable and accrued liabilities                         (1,646)            4,839             (1,389)
           Deferred revenue                                                  3,837               394               (912)
           Minority interests                                                2,491              -                  -
                                                                        -------------     ----------            -------

                Total adjustments                                           10,286             8,128              2,484
                                                                          --------             -----            -------

        Net cash provided by (used in) operating activities                 10,802            (4,444)             7,905
                                                                           -------            -------           -------

Cash flows from investing activities:
    Net sales of short-term investments                                       -                    -              1,000
    Collections on contract and notes receivable                                41               345              1,372
    Investments, net of distributions                                            -               100               (212)
    Capital expenditures                                                    (6,503)           (5,541)            (2,641)
    Proceeds from the sale of assets                                         1,625                35                772
    Payments for acquisition, net of cash acquired                         (10,246)             (813)           (15,691)
    Payments on deferred contract liabilities                                 (290)             (638)              (685)
                                                                          --------              -----          --------

        Net cash used in investing activities                              (15,373)           (6,512)           (16,085)
                                                                          --------            -------            ------
</TABLE>

See accompanying notes to consolidated financial statements.

                                      F-8
<PAGE>

                                       THE OFFICIAL INFORMATION COMPANY

                               CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
                                                (IN THOUSANDS)

                                 YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>


                                                                              1998            1997              1996
                                                                              ----            ----              ----
<S>                                                                         <C>               <C>                <C>    
Cash flows from financing activities:
    Borrowing under long-term debt                                         $     -           100,000                  -    
    Principal payments of long-term debt                                    (1,281)           (1,493)            (3,361)
    Borrowings under bank lines-of-credit                                        -            93,618              3,500
    Payments under bank lines-of-credit                                          -           (93,000)            (3,000)
    Debt financing costs                                                      (294)           (3,558)                 -    
    Issuance of common stock                                                     -            35,442                111
    Retirement of bonds                                                                            -                  -
                                                                            (1,440)                -                  -
    Minority interest                                                        4,500                 -                  -
    Repurchase of common stock                                              (3,600)         (111,746)              (196)
                                                                            ----------      ---------              -----
        Net cash (used in) provided by financing activities                 (2,115)           19,263             (2,946)
                                                                          ---------         --------            -------

Net (decrease) increase in cash and cash equivalents                        (6,686)            8,307            (11,126)

Cash and cash equivalents at beginning of year                              10,564             2,257             13,383
                                                                        ----------         ---------             ------

Cash and cash equivalents at end of year                                $    3,878            10,564              2,257
                                                                           =======          ========            =======

Supplemental disclosures of cash flow information: 
        Cash paid (received) for:
        Interest                                                          $ 10,778             1,693                294
        Income taxes                                                        (3,410)           (1,209)             3,845
    Cash paid for acquisitions:
        Accounts receivable                                                   (753)             (225)           -    
        Investments                                                              -              (102)           -    
        Prepaid and other assets                                            (9,817)           (1,272)           -    
        Property, plant and equipment                                         (218)             (239)           -    
        Accounts payable and accrued liabilities                               542               548            -    
        Deferred revenue                                                         -               106            -    
        Long-term debt                                                       -                   371            -
                                                                         ---------        ----------       ------
                                                                         $ (10,246)             (813)           -
                                                                           ========        =========       ======
    Non-cash transaction
        Reduction of minimum contingent consideration
            (included in deferred contract liabilities) against
            goodwill due to partial termination of agreement              $                      972            -
                                                                            ======        ==========       ======

</TABLE>


See accompanying notes to consolidated financial statements.



                                      F-9
<PAGE>

                        THE OFFICIAL INFORMATION COMPANY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997 AND 1996



1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       BUSINESS
       
       The Official Information Company, its subsidiaries and controlled
       affiliates (collectively, the "Company", unless the context indicates
       otherwise) is a diversified business media company which principally
       operates two lines of business: 1) business and professional information
       services ("Information Services") and 2) business to business
       communications, publishing and related services ("Business to Business
       Communications"). Business to Business Communications is conducted
       through several subsidiaries whose specialized services include: 1)
       providing media services to the gaming industry with trade magazines,
       newsletters, conferences and a trade show; 2) providing exposition
       services, primarily registration and lead management and 3) publication
       services, primarily convention/trade show newspapers and directories.
       Information Services includes: 1) pre-employment screening information,
       primarily for the insurance and trucking industries, and 2)
       trademark/tradename research to law firms and corporations.

       PRINCIPLES OF CONSOLIDATION

       The consolidated financial statements include the accounts of the
       Company, its majority-owned subsidiaries and controlled affiliates. All
       significant intercompany accounts and transactions have been eliminated
       in consolidation. Minority interest consists of the equity interests in
       Holdings LLC owned by VSA-T/SF, Fir Tree Value Fund LP., Fir Tree
       Institutional Value Fund L. P. and Fir Tree Value Partners L.D.C.

       INVENTORIES

       Inventories are recorded at the lower of cost or market determined on a
       first-in, first-out and average cost methods.

       DEPRECIATION

       Depreciation of property, plant and equipment is provided using the
       straight-line method based on estimated useful lives of 3 years for
       exposition equipment and ranging from 3 to 25 years for data processing
       and office furniture and equipment.

       INTANGIBLES AND OTHER ASSETS

       Intangibles and other assets include mainly goodwill related to
       acquisitions and credits granted for truck driver employment information
       files. These assets consist of the following:


                                     F-10
<PAGE>


<TABLE>
<CAPTION>

                                               Amortization               December 31,
                                                  Period               1998           1997
                                                  ------               ----           ----
                                                                         (In thousands)
<S>                                             <C>                 <C>               <C>   
        Goodwill                                15-30 years         $ 41,494          31,224
        Employment information costs              4 years              3,471           3,435
        Debt financing costs and other            Various              5,149           5,899
                                                                     -------         -------
                                                                      50,114          40,558

        Accumulated amortization                                      (9,851)         (7,506)
                                                                     -------         -------
                                                                    $ 40,263          33,052
                                                                      ======          ======

</TABLE>

       The Company's policy is to recognize an impairment of the carrying value
       of goodwill when management's best estimate of undiscounted future cash
       flows over the remaining amortization period is less than the carrying
       amount. Under this method, the Company has determined that its
       investment in certain foreign subsidiaries has become impaired.
       Accordingly, during the third quarter of 1998 the Company recorded a
       $820,000 reserve, which is included in Depreciation and Amortization.

       TRANSLATION OF FOREIGN CURRENCY

       The financial position and results of operations of the Company's
       foreign subsidiaries are measured using local currency as the functional
       currency. Revenues and expenses of such subsidiaries have been
       translated into U.S. dollars at average exchange rates prevailing during
       the period. Assets and liabilities have been translated at the rates of
       exchange at the balance sheet date. Translation gains and losses are
       deferred as a separate component of stockholders' equity. Aggregate
       foreign currency transaction gain and losses are included in determining
       net income.

       REVENUE RECOGNITION

       Information Services revenues are recognized when the research is
       completed and reports are transmitted to the client. The cost of charges
       from state motor vehicle record departments or other agencies which are
       incurred by the Company as an agent for its customers are netted against
       revenue. As provided in the agreements with customers, the Company
       charges a fee for its service and is also reimbursed for direct charges.

       Exposition services revenues are recognized when the services are
       provided.

       Advertising revenues from publishing are recognized when each
       publication is published and distributed. Subscription revenue is
       recognized ratably over the subscription period.

       Income Taxes

       Income taxes are accounted for under the asset and liability method.
       Deferred tax assets and liabilities are recognized for the future tax
       consequences attributable to differences between the financial statement
       carrying amounts of existing assets and liabilities and their respective
       tax bases and operating loss and tax credit carryforwards. Deferred tax
       assets and liabilities are measured using enacted tax rates expected to
       apply to taxable income in the years in which those temporary
       differences are expected to be recovered or settled. The effect on
       deferred tax assets and liabilities of a change in tax rates is
       recognized in income in the period that includes the enactment date.

                                     F-11
<PAGE>

       CASH AND CASH EQUIVALENTS

       The Company considers all highly liquid debt instruments purchased with
       a maturity of three months or less are considered to be cash
       equivalents.

       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.

       INVESTMENTS

       Investments in the common stock of an affiliate in which the Company
       owns a 49% interest is accounted for by the equity method. The excess of
       cost of the investment over the Company's share of its net assets at the
       acquisition date is being amortized straight line over 20 years. See
       Note 3.

       COMPUTER SOFTWARE

       Included in property, plant and equipment are net deferred product
       enhancement cost aggregating approximately $790,000 and $436,000 as of
       December 31, 1998 and 1997, respectively. Included in depreciation and
       amortization is amortization for product enhancement cost of
       approximately $188,000 and $0 for 1998 and 1997, respectively.

       FAIR VALUE OF FINANCIAL INSTRUMENTS

       The Company defines the fair value of a financial instrument as the
       amount at which the instrument could be exchanged in a current
       transaction between willing parties. The carrying value of cash and cash
       equivalents, trade accounts receivable and trade accounts payable
       approximates the fair value because of the short maturity of those
       instruments. The carrying amounts of notes payable (see Note 4)
       approximates the fair value due to these debt instruments having
       variable interest rates similar to those that are currently available to
       the Company. The fair value of the Senior Subordinated Notes (see Note
       4) at December 31, 1998, based on the current offered market price,
       approximates its carrying value.

       NEW ACCOUNTING PRONOUNCEMENTS

       In 1998, the Company adopted AICPA Statement of Position ("SOP")
       No.98-1, "Accounting for the Cost of Computer Software Developed or
       Obtained for Internal Use." SOP No.98-1 requires certain cost in
       connection with the developing or obtaining internally used software to
       be capitalized that previousely would have been expensed as incurred.
       The adoption of SOP No. 98-1 resulted in the capitalization of
       approximately $300,000 related to software development cost.

       In June 1997, the FASB issued Statement of Financial Accounting
       Standards No. 130, Reporting Comprehensive Income (SFAS 130). SFAS 130
       establishes standards for reporting and display of comprehensive income
       and its components in a full set of general purpose financial
       statements. It

                                     F-12
<PAGE>

       does not, however, specify when to recognize or how to measure items
       that make up comprehensive income. SFAS 130 was issued to address the
       concerns over the practice of reporting elements of comprehensive income
       directly in equity. The Company adopted SFAS 130 in 1998. There were no
       differences between the Company's comprehensive income and its net
       income as reported.

       The FASB also recently issued Statement of Financial Accounting
       Standards No. 132, Employers' Disclosures about Pensions and Other
       Postretirement Benefits (SFAS 132) and Statement of Financial Accounting
       Standards No. 133, Accounting for Derivative Instruments and Hedging
       Activities (SFAS 133). SFAS 132 revises employer's disclosures about
       pension and other postretirement benefit plans. It does not change the
       measurement or recognition of those plans. SFAS 133 establishes
       accounting and reporting standards for derivative instruments and
       hedging activities. These Statements are not expected to have a material
       impact on the Company's financial reporting as the Company does not
       currently sponsor pension or other postretirement benefit plans and does
       not engage in the use of derivative instruments.

       RECLASSIFICATIONS

       Certain 1997 and 1996 account balances have been reclassified to conform
       to the 1998 consolidated financial statement presentation.

2.     RECAPITALIZATION

       During 1997, the Company adopted a two phased leverage recapitalization
       plan of the Company's ownership and capital structure. Phase I included
       a tender offer for substantially all of the Company's outstanding common
       stock (the "Tender Offer"); selling newly-issued common stock to a new
       investor, VS&A-T/SF, L.L.C. (the "Stock Purchase"); and repurchasing
       substantially all of the outstanding stock options under the Incentive
       Stock Option Plan and the 1994 Incentive Stock Plan (the "Option
       Repurchase").

       Phase II of the leveraged recapitalization plan of the Company was
       completed on February 27, 1998 which included a reverse stock split and
       a drop down restructuring. The reverse stock split provides that each
       then outstanding share of common stock other than treasury stock and
       stock owned by the Equity Investors (as defined below) is converted into
       the right to receive $40.25 for each pre-split share resulting in the
       elimination of all shares of common stock other than those held by
       Equity Investors.. Under the drop down restructuring plan, the Company
       contributed substantially all of the assets and liabilities of the
       Business to Business Communication Segment into T/SF Holdings LLC
       (Holdings LLC) and related operating LLC's in exchange for a $45 million
       preferred equity interest. The preferred equity interest will carry an
       11% annual distribution and the Company will have total voting,
       operational and management control of Holdings LLC. The Equity Investors
       purchased common equity interests in Holdings LLC for approximately $4.5
       million in the same proportion as their ownership of the common stock
       immediately following the consummation of the Recapitalization. These
       common equity interests in Holdings LLC and all earnings or losses in
       excess of the preferred stockholders' annual distributions are reflected
       as minority interest. Following the consummation of the
       Recapitalization, VS&A-T/SF and Fir Tree Partners, an existing
       stockholder, (together referred to as the Equity Investors) own 64.4%
       and 35.6% of the Company's common stock, respectively.

       The Tender Offer was consummated on October 9, 1997 for 2,742,092 shares
       of common stock at $40.25 per share in cash or approximately $110.4
       million. These shares are held in treasury at

                                     F-13
<PAGE>

       December 31, 1997. Excluding shares owned by the Equity Investors, an
       aggregate of 10,197 shares remained outstanding. The Stock Purchase
       between the Company and VS&A-T/SF, was consummated simultaneously with
       the Tender Offer whereby the Company sold 881,988 shares of newly-issued
       common stock at $40.25 per share or approximately $35.5 million.

       In connection with the Tender Offer and Stock Purchase, holders of stock
       options under the Company's two incentive stock option plans became
       fully vested in all previously issued options and received an amount
       equal to 1) the product of the number of shares of common stock issued
       upon exercise of such options, multiplied by $40.25, less 2) the
       exercise price of such options. The total cost of repurchasing these
       options was approximately $10.0 million and has been included in
       Recapitalization expense in the accompanying consolidated statement of
       operations. The Incentive Stock Plan was terminated upon repurchase of
       all of the outstanding options. The 1994 Incentive Stock Plan survives
       solely with respect to options held by one individual currently employed
       by the Company to purchase 1,675 shares. All of which are exercisable
       and have an exercise price of $4.25 per share. No further options are
       outstanding, or will be granted under this plan.

       The Company borrowed $13 million and $80 million under a Senior Credit
       Facility and a Bridge Facility, respectively, to finance the Tender
       Offer and Option Repurchase. In October 1997, the Company issued $100
       million in 10 3/8% Senior Subordinated Notes (the "Subordinated Notes")
       the proceeds from which were used to repay amounts owed under the Senior
       Credit Facility and the Bridge Facility. On September 1, 1998, the
       Company purchased $1.5 million of the Subordinated Notes at a price
       below par. The Company recorded a $60,000 gain on this transaction.


       Total Recapitalization and Reorganization costs incurred in connection
       with Phase I are summarized below. There were no significant costs
       associated with Phase II.

                                                                (Thousands)
                                                                -----------
         Cost associated with stock option repurchase            $    9,947
         Tender offer - advisory and consulting fees                  3,941
         Severance, incentive and retention bonuses                   5,540
         Legal, accounting and other professional fees                1,612
         Other                                                          734
                                                                   --------
                                                                  $  21,774
                                                                  =========


3.     ACQUISITIONS AND DISPOSITIONS OF ASSETS

       On August 15, 1996, the Company acquired all of the issued and
       outstanding capital stock of Corsearch, a leading provider of trademark
       and tradename research and information services, using both proprietary
       and public databases. The Company paid $14,400,000 in cash, $900,000 in
       notes and assumed approximately $1,300,000 in additional non-operating
       liabilities. In addition, the Company agreed to pay additional
       consideration in 2000 and 2001 to the two senior managers/stockholders
       of Corsearch predicated upon Corsearch achieving certain pre-tax income
       levels in the years 1997, 1998 and 1999. At the date of acquisition, the
       additional consideration expected to be paid in 2000 and 2001 was
       $1,500,000 and was discounted at a rate of 8 1/2% and recorded in other
       liabilities. Subsequent to 1997, one of the senior managers of CORSEARCH
       terminated his service with the Company and thus waived his rights to
       any additional consideration under the purchase agreement. Accordingly,
       a portion of the contingent consideration discussed


                                     F-14
<PAGE>

       above was eliminated against goodwill. Costs in excess of assets
       acquired were approximately $16,750,000 and are recorded in "Intangible
       and other assets".

       In June 1998, GEM acquired all the assets and rights to the
       International Gaming Business Exposition, a conference and trade show
       serving the casino gaming industry. In September 1998, GEM acquired all
       the stock of UK based InterGame Limited, the publisher of the leading
       series of publications for the international coin-operated amusement and
       gaming machines and amusement park industries. The Company paid
       approximately $8.1 million in cash. Cost in excess of net assets
       acquired was approximately $7.8 million and is recorded in "Intangible
       and other assets". Pro forma results for 1998 assuming the acquisition
       has been made at the beginning of the year would not be materially
       different from reported results.

       During 1998, GEM had a 49% interest in Gaming for Africa Expo, a gaming
       trade show and conference held in South Africa, and Gaming for Africa,
       the leading trade magazine for gaming in Sub-Saharan Africa. Effective
       as of January 1, 1999, GEM acquired, in a series of transactions, the
       business of Gaming for Africa Expo and Gaming for Africa for
       approximately $640,000.


4.     LONG-TERM DEBT AND NOTE PAYABLE

       Long-term debt outstanding consists of the following:

<TABLE>
<CAPTION>

                                                                                               December 31,
                                                                                          1998              1997
                                                                                          ----              ----
                                                                                            (In thousands)
        <S>                                                                           <C>                <C>    
         10 3/8% Senior  Subordinated  Notes,  interest payable  semi-annually
         with principal due at maturity in 2007 (A).                                   $ 98,500           100,000

         Note payable under a purchase agreement, discounted at 8.5% annual
         payments per agreement with final payment in April, 2000.
                                                                                            920             1,219

         Promissory notes, unsecured, payable semi-annually, plus interest,
         through August 15, 1999, interest rate adjusts one percent below the
         base rate of Citibank, N.A. (7.5% at December 31, 1998).
                                                                                            300               600

         Promissory notes, unsecured, payable quarterly, plus interest, through
         December 2000, interest rate adjusts semi-annually to the base rate of
         Chase Manhattan Bank (7.5% at December 31, 1998).
                                                                                            166               249

         7.5% promissory  notes,  unsecured,  annual payment of $54,700,  plus
         interest, with final payment in February, 1999.                                     55               175

         Capital  lease  obligation,  monthly  payments  of $38,000  including
         interest through June, 2000.                                                       653             1,091

         Other                                                                              158               200
                                                                                     ----------        ----------

                                                                                        100,752           103,534
         Less portion due within one year                                                (1,367)           (1,232)
                                                                                      ---------         ---------
                                                                                       $ 99,385           102,302
                                                                                         ======           =======

</TABLE>

                                     F-15
<PAGE>

         Installments due on long-term debt during each of the five years
         subsequent to December 31, 1998, are as follows:

                                                            (In thousands)

                  1999                                      $     1,367
                  2000                                              885
                  2001                                                -
                  2002                                                -
                  2003                                                -
                  Thereafter                                     98,500
                                                              ---------
                                                              $ 100,752
                                                              =========

     (A) On October 24, 1997, the Company issued $100 million of 10-3/8% senior
     subordinated notes due 2007. The notes are general unsecured obligations
     of the Company subordinated in right of payment to all existing and future
     senior debt. The proceeds of the offering were used to repay borrowing
     under the Senior Credit Facility and Bridge Financing Facility incurred in
     connection with the Recapitalization transaction. On October 29, 1997, the
     Company completed the private sale to First Union Capital Markets Corp.
     (the "Initial Purchaser") of $100.0 million principal amount of Senior
     Subordinated Notes due 2007 (the "Old Notes") at a price of 97% of the
     principal amount thereof. The Initial Purchaser resold the Old Notes to a
     limited number of qualified institutional buyers at an initial price to
     investors of 100% of the principal amount thereof, with net proceeds to
     the Company of $97.0 million (the "Offering"). The Offering was a private
     placement transaction exempt from the registration requirements of the
     Securities Act pursuant to Rule 144A and Section 4 thereof. The net
     proceeds of the Notes sold pursuant to the Offering were applied to repay
     indebtedness incurred in connection with the Recapitalization under the
     Senior Credit Facility and the Bridge Financing Facility. On February 10,
     1998, the Company offered to exchange up to $100,000,000 aggregate
     principal amount of Old Notes for up to an equal aggregate principal
     amount of new notes (the "New Notes" and, together with the Old Notes, the
     "Notes"). The New Notes are obligations of the Company entitled to the
     benefits of the Indenture (the "Indenture") relating to the Old Notes and
     the form and terms of the New Notes are identical in all material respects
     to the form and terms of the Old Notes except that the New Notes have been
     registered under the Securities Act and do not contain terms with respect
     to transfer restrictions.

     The Notes contain restricted covenants which include, but are not limited
     to: 1) incurring additional indebtedness; (2) paying dividends; (3)
     selling assets; and (4) making certain investments. The Notes may be
     redeemed in whole or in part by the Company on or after November 1, 2002.
     Prior to that time, only $35 million can be redeemed at 110.375% of the
     principal amount. On September 1, 1998, the Company purchased $1.5 million
     of the New Notes at a price below par.

     NOTES PAYABLE

     The Company has a Senior Credit Facility ("the Senior Facility") with a
     bank which provides for maximum borrowings of $25 million. Borrowings are
     secured by a first priority lien on substantially all assets and
     properties of the Company and its subsidiaries owned now or acquired in
     the future. Interest is computed upon either the LIBOR plus the applicable
     borrowing margin (based on the achievement of total leverage ratio) from
     1.75% to 2.75% or a base rate indexed to the prime rate plus the
     applicable borrowing margin of 0.5% to 1.5%. An annual commitment fee of
     0.5% is charged on the unused portion of the Senior Facility. The Senior
     Facility contains covenants similar to the Subordinated Notes as well as
     financial covenants with respect to: 1) a maximum leverage ratio; 2) a



                                     F-16
<PAGE>

     maximum senior leverage ratio; 3) a minimum interest coverage ratio; and
     4) a minimum fixed charge coverage ratio. The Senior Credit Facility
     continues through September 2004.

5.    DEBT GUARANTORS

      Atwood Publishing LLC, Galaxy Information Services LLC, GEM
      Communications LLC, Holdings LLC (collectively the "LLC Guarantors"),
      TISI and Corsearch, (collectively, the "Subsidiary Guarantors" and,
      together with the LLC Guarantors, the "Guarantors") are included in the
      consolidated results of the Company. Because the Company, directly or
      indirectly, owns all of the voting interests in the LLC Guarantors, the
      LLC Guarantors are considered wholly owned subsidiaries of the Company as
      defined by Regulation S-X. The Company indirectly owns all of the voting
      shares of the Subsidiary Guarantors.

      Each of the Guarantors jointly and severally guarantee all of the
      Company's debt, on a full and unconditional basis. For accounting
      purposes, all Guarantors are consolidated. Separate financial statements
      and other disclosures concerning the Guarantors are not presented because
      the Company's management has determined that they are not material to
      investors.

      The Senior Credit Facility contains covenants, among others, restricting
      the ability of the Company and the Guarantors to: (i) declare dividends
      or redeem or purchase capital stock; (ii) prepay, redeem or purchase
      debt; (iii) incur liens and engage in sale-leaseback transactions; (iv)
      make loans and investments; (v) issue more debt; (vi) amend or otherwise
      alter debt and other material agreements; (vii) make capital
      expenditures; (viii) engage in mergers, acquisitions and asset sales;
      (ix) transact with affiliates and (x) alter its lines of business. The
      net assets of the Guarantors approximated $54,300,000 as of December 31,
      1998.

      Included in the 1998 financial results of the LLC Guarantors are the ten
      months activity of Atwood Publishing LLC, Galaxy Information Services
      LLC, GEM Communications LLC and Holdings LLC. Included in the 1998
      financial results of the Subsidiary Guarantors are the two months of
      operations of Atwood Publishing, Inc., Galaxy Information Services, Inc.,
      GEM Communications, Inc. and the full year results of TISI and Corsearch.
      The 1997 and 1996 financial results are prior to the Recapitalization
      (See Note 2).


                                     F-17
<PAGE>

      The following are condensed consolidating financial statements of The
      Official Information Company and the Guarantors for each period
      presented:

<TABLE>
<CAPTION>

                                                                1998
                                                                ----
                                                            BALANCE SHEET
                                                            -------------


ASSETS
------

                                 TOIC             LLC          SUBSIDIARY        SUBTOTAL                             TOIC 
                                 ----             ---          ----------        --------                             ----
                               CORPORATE    GUARANTORS          GUARANTORS       GUARANTORS     ELIMINATIONS       CONSOLIDATED
                               ---------    ----------          ----------       ----------     ------------       ------------
<S>                              <C>           <C>                <C>             <C>              <C>                <C>    
Current assets                   $9,973        $4,337             $9,340          $13,677          $    -             $23,650
Notes receivable and
investments                      (4,727)        5,138                  -            5,138               -                 411
Investment in subsidiaries
& affil.                         46,694           517              7,096            7,613         (54,307)                  -
PPE-Net                             193         4,462              4,370            8,832                               9,025
Deferred tax assets               1,185             -                  -                -               -               1,185
                                                                                                        -
Intangibles and other             3,417        15,646             21,200           36,846                              40,263
assets-net
                              ------------- ----------------- --------------- ----------------- ---------------- ------------------
Total assets                    $56,735       $30,100            $42,006          $72,106        $(54,307)            $74,534
                                =======       =======            =======          =======        =========            =======

LIABILITIES AND
STOCKHOLDERS' EQUITY

Current liabilities              $4,529       $10,673             $5,796          $16,469             $ -             $20,998
Long term debt                   99,043             -                342              342               -              99,385
Other liabilities                   882           107                364              471               -               1,353
Minority interest                 6,474           517                  -              517               -               6,991
Total shareholders' equity
(deficit)                       (54,193)       18,803             35,504           54,307         (54,307)            (54,193)
                              ------------- ----------------- --------------- ----------------- ---------------- ------------------
Total  liabilities and
Shareholders' equity            $56,735       $30,100            $42,006          $72,106        $(54,307)            $74,534
                                =======       =======           =======           =======        =========            =======
</TABLE>


<TABLE>
<CAPTION>

                                                                1998
                                                                ----
                                                CONSOLIDATED STATEMENT OF OPERATIONS
                                                ------------------------------------

                                  TOIC            LLC          SUBSIDIARY        SUBTOTAL                                TOIC
                                  ----            ---          ----------        --------                                ----
                               CORPORATE       GUARANTORS       GUARANTORS       GUARANTORS      ELIMINATIONS        CONSOLIDATED
                               ---------       ----------       ----------       ----------      ------------        ------------
<S>                               <C>           <C>              <C>              <C>                 <C>              <C>    
Total revenue                     $880          $52,663          $43,230          $95,893            $(336)            $96,437
Costs and expenses:
     Operating costs                 -           27,013           24,694           51,707                -              51,707
     General &admin.              (205)          15,472            7,373           22,845                -              22,640
     Interest                   10,676              338               97              435             (435)             10,676
     Deprec.& amort.               467            3,075            3,536            6,611                -               7,078
                              ------------- ----------------- --------------- ----------------- ---------------- ------------------
Total costs                     10,938           45,898           35,700           81,598             (435)             92,101
Income (loss) before income
taxes                          (10,058)           6,765            7,530           14,295               99               4,336
Minority interest                    -              (67)               -              (67)          (2,424)             (2,491)

Income tax (expense) benefit         -             (119)          (1,210)          (1,329)               -              (1,329)
Earnings (losses) of
subsidiaries                     4,191               67                -               67           (4,258)                  -
                              ------------- ----------------- --------------- ----------------- ---------------- ------------------
Net Income (loss)             $ (5,867)          $6,646           $6,320          $12,966          $(6,583)              $ 516
                              =========          ======           ======          =======          ========              =====

</TABLE>

                                                                F-18
<PAGE>

<TABLE>
<CAPTION>

                                                                1998
                                                                ----
                                                CONSOLIDATED STATEMENT OF CASH FLOWS
                                                ------------------------------------



                                 TOIC           LLC       SUBSIDIARY      SUBTOTAL                     TOIC 
                                 ----           ---       ----------      --------                     ---- 
                               CORPORATE    GUARANTORS    GUARANTORS     GUARANTORS  ELIMINATIONS  CONSOLIDATED
                               ---------    ----------    ----------     ----------  ------------  ------------
<S>                            <C>             <C>          <C>           <C>           <C>           <C>  
Net income (loss)              $ (5,867)       $6,646       $6,320        $12,966       $(6,583)      $ 516

Adjustments to reconcile
net income (loss) to net
cash provided by operating
activities, net                   1,501         3,160        3,536          6,696             -       8,197
Changes in assets and
liabilities, net                 (1,148)        3,532       (6,878)        (3,346)        6,583       2,089
                              ------------- ----------- --------------- ------------ ------------ -------------

Net cash (used in) provided
by operating activity            (5,514)       13,338        2,978         16,316             -      10,802
Cash flows from investing
activities:
    Collections on
       Contract & notes
       Receivable                    41             -            -              -             -          41
    Capital expenditures           (210)       (2,923)      (3,370)        (6,293)            -      (6,503)
    Proceed from the
       Sale of assets             1,625             -            -              -             -       1,625
    Payments for
    Acquisitions, net of
       Cash acquired                  -       (10,246)           -        (10,246)            -     (10,246)
    Payments on
       Deferred contract
       Liabilities                 (290)            -            -              -             -        (290)
                              ------------- ----------- --------------- ------------ ------------ -------------

Net cash provided by (used
in) by investing activity         1,166       (13,169)      (3,370)       (16,539)            -     (15,373)
Cash flows from financing
activities:
    Principal payments
       of long-term debt         (1,281)            -            -              -             -      (1,281)
    Debt  financing cost           (294)            -            -              -             -        (294)
    Retirement of bonds          (1,440)            -            -              -             -      (1,440)
    Minority interest             4,500                                                                4,500
    Repurchase of                                   -            -              -             -
       Common stock              (3,600)                                                             (3,600)
                              ------------- ----------- --------------- ------------ ------------ -------------

Net cash provided by (used
in) by financing activities      (2,115)            -            -              -             -      (2,115)
                              ------------- ----------- --------------- ------------ ------------ -------------

Net increase (decrease) in 
cash and cash equivalents        (6,463)          169         (392)          (223)            -      (6,686)
Cash equivalents at
beginning of year                 7,541         2,170          854          3,024             -      10,564
                              ------------- ----------- --------------- ------------ ------------ -------------

Cash equivalents at end of year  $1,078        $2,339         $461         $2,800         $   -      $3,878
                                 ======        ======         ====         ======         =====      ======
</TABLE>

                                                                F-19
<PAGE>

                                                   1997
                                                   ----
                                               BALANCE SHEET
                                               -------------

<TABLE>
<CAPTION>

                                         TOIC       SUBSIDIARY                          TOIC
                                         ----       ----------                          ----
      ASSETS                          CORPORATE      GUARANTORS      ELIMINATIONS    CONSOLIDATED
      ------                          ---------      ----------      ------------    ------------
<S>                                    <C>            <C>               <C>             <C>    
      Current assets                   $12,923        $15,019           $   -           $27,942
      Notes receivable and
      investments                        1,579            190               -             1,769
      Investment in subsidiaries &      33,437            624         (34,061)                -
      affil.
      PPE-Net                              318          6,735               -             7,053
      Deferred tax assets                1,150              -               -             1,150
      Intangibles and other              8,327         24,725               -            33,052
      assets-net
                                     ------------- --------------- ----------------- ------------
      Total assets                      57,734         47,293         (34,061)           70,966
                                        ======         ======         ========           ======

      LIABILITIES AND
      STOCKHOLDERS' EQUITY

      Current liabilities                5,564         12,277               -           17,841
      Long term debt                   101,440            862               -          102,302
      Other liabilities                  1,332             93               -            1,425
      Total shareholders' equity
      (deficit)                        (50,602)        34,061         (34,061)         (50,602)
                                     ------------- --------------- ----------------- ------------
      Total  liabilities and
      Shareholders'  equity            $57,734        $47,293        $(34,061)         $70,966
                                       =======        =======        =========         =======

<CAPTION>


                                                                1997
                                                                ----
                                                CONSOLIDATED STATEMENT OF OPERATIONS
                                                ------------------------------------

                                                                 SUBSIDIARY                            TOIC 
                                                                 ----------                            ---- 
                                         TOIC CORPORATE          GUARANTORS       ELIMINATIONS     CONSOLIDATED
                                         --------------          ----------       ------------     ------------
<S>                                          <C>                   <C>                <C>              <C>    
      Total revenue                          $1,366                $81,093            $ -              $82,459
      Costs and expenses:
           Operating costs                        -                 43,160              -               43,160
           General & admin.                     903                 23,138              -               24,041
           Recapitalization &
            Reorganizational                 21,774                      -              -               21,774
            expenses                          
           Interest                           3,360                    336              -                3,696                
           Deprec.  & amort.                    156                  4,840              -                4,996
                                   --------------------------- ---------------- ----------------- ------------------
      Total costs                            26,193                 71,474              -               97,667
      Income (loss) before
      income taxes                          (24,827)                 9,619              -              (15,208)

      Income tax (expense)                    6,652                 (4,016)             -                2,636
      benefit
                                   --------------------------- ---------------- ----------------- ------------------
      Net Income (loss)                    $(18,175)                $5,603            $ -            $ (12,572)
                                           ==========               ======            ====            ==========


</TABLE>

                                                                F-20
<PAGE>


                                                          1997
                                                          ----
                                          CONSOLIDATED STATEMENT OF CASH FLOWS
                                          ------------------------------------
<TABLE>
<CAPTION>

                                        TOIC         SUBSIDIARY
                                        ----         ----------
                                    CORPORATE        GUARANTORS            ELIMINATIONS       TOIC CONSOLIDATED
                                    ---------        ----------            ------------       -----------------
<S>                                  <C>                 <C>                   <C>                <C>       
      Net income (loss)              $(18,175)           $5,603                $ -                $ (12,572)

      Adjustments to reconcile
      net income (loss) to net
      cash provided by
      operating activities, net          (184)            4,561                  -                    4,377
      Changes in assets and
      liabilities, net                  5,153            (1,402)                 -                    3,751
                                  ---------------- -------------------- ------------------- -----------------------
      Net cash (used in)
      provided by operating           (13,206)            8,762                  -                   (4,444)
      activity

      Cash flows from investing
      activities:
          Collections on
             contract & notes
             receivable                   345                 -                  -                      345
       Investments, net of
             Distributions                  -               100                  -                      100
      Capital expenditures                (23)           (5,518)                 -                   (5,541)
      Proceed from the
             sale of assets                35                 -                  -                       35
          Payments for
             acquisitions, net of
          cash acquired                     -              (813)                 -                     (813)
      
          Payments on
             deferred contract           (638)                -                  -                     (638)
             liabilities
                                  ---------------- -------------------- ------------------- -----------------------
      Net cash provided by
      (used in) by investing       
      activity                           (281)           (6,231)                 -                   (6,512)     
      Cash flows from financing    
      activities:
          Borrowing under
            long- term Debt           100,000                 -                  -                  100,000
          Principal payments  
             of long-term debt           (230)           (1,263)                 -                   (1,493) 
          Borrowings under           
          bank lines-of-credit         93,618                 -                  -                   93,618 
          Payments under             
          bank lines-of-credit        (93,000)                -                  -                  (93,000)
          Debt financing costs         (3,558)                -                  -                   (3,558)
          Issuance of common stock     35,442                 -                  -                   35,442 
          Repurchase of              
             Common stock            (111,746)                -                  -                 (111,746)
                                  ---------------- -------------------- ------------------- -----------------------
      Net cash provided by
      (used in) by financing    
      activities                       20,526            (1,263)                 -                   19,263   
                                  ---------------- -------------------- ------------------- -----------------------

      Net increase (decrease)
      in cash and cash      
      equivalents                       7,039             1,268                  -                    8,307  
      Cash equivalents at   
      beginning of year                   826             1,431                  -                    2,257
                                  ---------------- -------------------- ------------------- -----------------------
      Cash equivalents at end
      of year                          $7,865            $2,699                $ -                  $10,564
                                       ======            ======                ====                 =======


</TABLE>

                                      F-21
<PAGE>

                                                          1996
                                                          ----
                                          CONSOLIDATED STATEMENT OF OPERATIONS
                                          ------------------------------------

<TABLE>
<CAPTION>

                                                                 SUBSIDIARY                              TOIC
                                                                 ----------                              ----
                                         TOIC CORPORATE          GUARANTORS       ELIMINATIONS        CONSOLIDATED
                                         --------------          ----------       ------------        ------------

<S>                                          <C>                   <C>                <C>              <C>    
      Total revenue                          $1,397                $67,245            $ -              $68,642
      Costs and expenses:
           Operating costs                        -                 40,314              -               40,314
           General & admin.                   4,018                 11,189              -               15,207
           Interest                             323                    258              -                  581
           Deprec.  & amort.                    367                  3,651              -                4,018
                                   --------------------------- ---------------- ----------------- ------------------
      Total costs                             4,708                 55,412              -               60,120
      Income (loss) before
      income taxes                           (3,311)                11,833              -                8,522

      Income tax (expense)   
      benefit                                 1,343                 (4,444)             -               (3,101)    
                                   --------------------------- ---------------- ----------------- ------------------
      Net Income (loss)                    $ (1,968)                $7,389             $ -              $ 5,421
                                           =========                ======             ===              =======

<CAPTION>

                                                          1996
                                                          ----
                                          CONSOLIDATED STATEMENT OF CASH FLOWS
                                          ------------------------------------

                                        
                                       TOIC           SUBSIDIARY
                                       ----           ----------
                                     CORPORATE        GUARANTORS            ELIMINATIONS       TOIC CONSOLIDATED
                                     ---------        ----------            ------------       -----------------
<S>                                  <C>                 <C>                   <C>                 <C>    
      Net income (loss)              $(1,968)            $7,389                $ -                 $ 5,421
      Adjustments to reconcile
      net income (loss) to net
      cash provided by
      operating activities, net        1,122              3,619                  -                   5,050
      Changes in assets and
      liabilities, net                 5,021             (7,278)                 -                  (2,566)
                                  ---------------- -------------------- ------------------- -----------------------
      Net cash (used in)
      provided by operating        
      activity                         4,175              3,730                  -                   7,905
    
      Cash flows from investing
      activities:
          Net sales of investments     1,000                                                         1,000
          Collections on
             Contract & notes     
             Receivable                1,372                  -                  -                   1,372  
          Capital expenditures            (9)            (2,632)                                    (2,641) 
          Investments, net of                                 -                  -                          
             Distributions              (212)                                                         (212) 
          Proceed from the                                                       -                          
             Sale of assets              652                120                                        772  
          Payments for                                                                                      
             Acquisitions, net                                -                  -                          
             of cash acquired        (15,691)                                                      (15,691) 
          Payments on                        
             deferred contract  
             liabilities                (327)              (358)                                       (685)  
                                  ---------------- -------------------- ------------------- -----------------------
      Net cash provided by
      (used in) by investing    
      activity                       (13,215)            (2,870)                 -                 (16,085)  
                                


                                                                F-22
<PAGE>


      Cash flows from financing
      activities:
      Borrowing under
      long-term Debt                       -                  -                  -                      -
      Principal payments              
          of long-term debt           (3,156)              (205)                 -                 (3,361)
      Borrowings under                
      bank lines-of-credit             3,500                  -                  -                  3,500
      Payments under                       
      bank lines-of-credit            (3,000)                 -                  -                 (3,000)
      Debt financing costs                 -                  -                  -                      -
      Issuance of common stock           112                 (1)                 -                    111
      Repurchase of
             Common stock               (197)                 1                  -                   (196)
                                  ---------------- -------------------- ------------------- -----------------------

      Net cash provided by                                                      
      (used in) by financing          (2,741)              (205)                 -                  (2,946)
      activities
                                  ---------------- -------------------- ------------------- -----------------------

      Net increase (decrease)
      in cash and cash               (11,780)               654                  -                 (11,126)
      equivalents
      Cash equivalents at
      beginning of year               12,608                775                  -                  13,383
                                  ---------------- -------------------- ------------------- -----------------------
      Cash equivalents at end
      of year                           $828             $1,429                $ -                  $2,257
                                        ====             ======                ====                 ======


</TABLE>


6.     INCOME TAXES

         The provision for income tax expense (benefit) is comprised of the
following:

<TABLE>
<CAPTION>

                                                                     Year Ended December 31,
                                                                1998               1997             1996
                                                                ----               ----             ----
                                                                              (In thousands)
<S>                                                          <C>                   <C>               <C>  
                  Current:
                     Federal                                 $     (119)           (1,824)           2,487
                     State                                          104               384              305
                     Foreign                                        119            -                 -
                                                                    ---         ---------         ----
                                                                    104            (1,440)           2,792
                                                                    ---             -----            -----

                  Deferred:
                     Federal                                      1,118            (1,178)             266
                     State                                          107               (18)              43
                                                                   ----           -------          -------
                                                                  1,225            (1,196)             309
                                                                  -----             -----           ------

                                                               $  1,329            (2,636)           3,101
                                                                  =====             =====            =====
</TABLE>


       The reconciliation of income tax computed at the federal statutory rate
       (34%) to income tax expense is as follows:
<TABLE>

                                                                                  Year Ended December 31,
                                                                           1998           1997            1996
                                                                           ----           ----            ----
                                                                                     (In thousands)

<S>                                                                      <C>             <C>              <C>  
      Income tax provision at statutory rates                            $  1,474        (5,171)          2,897

      Minority share of LLC earnings                                         (847)            -               -


                                                                F-23
<PAGE>


      Amortization of acquired assets not deductible for
          income tax purposes                                                 362           395             262
      State income taxes                                                      141           253             232
      Increase (reduction) in previously provided taxes
          related to settlement of tax examinations                          -              344            (300)
      Non-deductible recapitalization expenses                               -            1,680            -   
      Foreign taxes                                                           119             -            -   
      Other                                                                    80          (137)             10
                                                                             ----        ------         -------

                                                                         $  1,329        (2,636)          3,101
                                                                            =====        =======          =====

</TABLE>



                                                                F-24
<PAGE>


       Significant components of deferred tax assets and liabilities are as
follows:

<TABLE>

                                                                                               December 31,
                                                                                            1998           1997
                                                                                            ----           ----
                                                                                              (In thousands)
<S>                                                                                      <C>                  <C>

       Deferred tax assets:
          Income recognized in different accounting period for
              income tax purposes                                                        $     91             182
          Deferred severance benefits payable                                                 491             517
          Reserves on assets                                                                  497             497
          Accrued expenses deductible when paid                                               607             776
          Net operating loss carryforwards                                                  2,185           2,806
          Fixed asset basis differences                                                       175             175
          AMT credit carryforwards                                                             24               -
                                                                                            -----            ----

                                                                                            4,070           4,953

          Less valuation allowance                                                         (1,786)         (1,786)
                                                                                            -----           -----
                                                                                            2,284           3,167

       Deferred tax liabilities:
          Other asset basis difference                                                       (471)           (497)
          Deductions recognized in different accounting periods                              (368)              -
                                                                                           -------         ------

       Net deferred tax assets                                                           $  1,445           2,670
                                                                                            =====           =====
</TABLE>

       At December 31, 1998, the Company had available net operating loss (NOL)
       carryforwards for regular federal tax purposes of approximately $1.3
       million which, will expire in 2012. The Company also has state NOL's
       available of approximately $22 million which, expire at various dates
       beginning in 2009 through 2012. The state NOL's were generated in prior
       years, however, due to the nature of these losses their existence was
       substantially in doubt pending the resolution of a revenue agents
       examination. The examination was resolved in the Company's favor during
       1997.

       A valuation allowance is required when it is more likely than not that
       all or a portion of the deferred tax assets will not be realized. The
       ultimate realization of the deferred tax assets is dependent upon future
       profitability. The Company has historically been profitable not
       withstanding 1997 in which the Company incurred recapitalization
       expenses. Management believes that such expenses are non-recurring. The
       ability to utilize the state NOL's is further dependent on tax planning
       strategies surrounding the drop down restructuring described in note 2.
       Management believes that the elimination of non-recurring expenses will
       result in future taxable income, however, there is no assurance of that
       fact. Accordingly, a valuation allowance has been established, to reduce
       the deferred tax assets to a level which, more likely than not, will be
       realized. Based upon historical taxable income trends and projections
       for future taxable income over the periods which the items giving rise
       to deferred tax assets are deductible, management believes it is more
       likely than not that the Company will realize the benefits of the net
       deferred assets, net of the existing valuation allowance, at December
       31, 1998.


                                                                F-25
<PAGE>

7.       CAPITAL STOCK

       RECAPITALIZATION AND STOCK OPTIONS

       The Company completed a tender offer for substantially all of its
       outstanding common stock during 1997 as part of a recapitalization plan
       (see footnote 2 - Recapitalization). In 1997 and 1996, the Company
       purchased and retired 50,000 shares ($27.50 per share) and 7,900 shares
       ($24.94 per share), respectively, of its Common Stock owned by certain
       officers, directors and other related parties.

       All outstanding options under the Company's Incentive Stock Option Plan
       were repurchased in connection with the Recapitalization Plan described
       in footnote 2 and the option plan was terminated following the
       repurchase. Prior to December 31, 1996, there were options for 118,000
       shares outstanding at option prices ranging from $5.50 to $15.00 per
       share. During 1996, options for 103,000 shares were granted; no options
       were exercised and options for 5,000 shares were canceled. Prior to
       termination of the Plan in 1997, options had been granted at the
       discretion of the Board of Directors' Compensation Committee at a
       minimum exercise price of 100 percent of the market value of the
       Company's Common Stock at the date of grant.

       In connection with the Recapitalization, substantially all of the
       outstanding options under the 1994 Incentive Stock Plan were
       repurchased. A total of 1,675 remain outstanding to an individual at
       December 31, 1998, all of which are exercisable and have an exercise
       price of $4.25 per share. This plan will survive solely with respect to
       such options; no further options will be granted. Options for 50,000
       shares were granted in 1996 at option prices ranging from $13.88 to
       $24.00 per share, and options for 15,000 shares were granted in 1995 at
       an option price of $6.00 per share. The options were granted at the
       market price of the Company's Common Stock at the effective date of the
       grant. Options for 33,881 shares were exercised in 1997 for a total
       price of $153,000 prior to the recapitalization transaction.

       An Employee Stock Purchase Plan was terminated in 1997; no shares had
       been issued under this plan. The Company matched 20 percent of each
       employee's contributions with common stock (limited to 5 percent maximum
       employee contribution) to the qualified 401(k) defined contribution
       plan. During 1997 and 1996, 2,772 shares and 6,247 shares, respectively,
       were issued to the 401(k) plan as matching contributions.

       The Company has adopted the disclosure-only provision of Statement of
       Financial Accounting Standards No. 123, "Accounting for Stock - Based
       Compensation" (SFAS No. 123). SFAS No. 123 established financial
       accounting and reporting standards for stock-based compensation plans
       and to transactions in which an entity issues its equity instruments to
       acquire goods and services from non-employees.

       STOCK APPRECIATION PLAN

       The Company has established a Key Executive Equity Appreciation Plan
       ("Stock Appreciation Plan") for certain executives of the Company.
       Pursuant to the Stock Appreciation Plan, executives can be awarded
       Equity Appreciation Units ("Units") which constitute a "phantom" equity
       interest in any appreciation in the value of the equity of the Company
       above the $59.6 million originally invested by VS&A-T/SF and Fir Tree in
       the Company and Holdings LLC payable only in the event 


                                     F-26
<PAGE>

       of a change in control, as defined, or termination event, as defined.
       The Units vest ratably over five years, provided the executive remains
       an employee of the Company and annual EBITDA budget, as defined, for the
       Company is achieved (or, if not achieved, that 110% of the annual EBITDA
       budget for the next year is achieved). The maximum number of Units
       issuable under the Stock Appreciation Plan constitutes approximately 10%
       of the common equity interests of the Company.

       Certain executives were issued Units in 1998, under the Stock
       Appreciation Plan, which constitute approximately 9.2% of the common
       equity interest of the Company. Compensation expense associated with
       these Units, as well as future Units, will be recorded once a change in
       control or termination event, as defined, are deemed to be probable in
       accordance with SFAS No. 5 Accounting for Contingencies.

       STOCKHOLDERS AGREEMENT

       VS&A-T/SF and Fir Tree (each a "Stockholder") and the Company are
       parties to a Stockholders agreement (the "Agreement"), dated October 9,
       1997, with respect to the management of the Company and their ownership
       of shares of the common stock. The Agreement terminates at the earlier
       of an underwritten initial public offering of common stock or ten years.

       The Agreement provides that the Board of Directors be determined based
       on the ownership percentages of VS&A-T/SF and Fir Tree which is 64.4%
       and 35.6%, respectively. The Agreement provides that certain actions
       require approval by a majority of the Fir Tree designees on the board
       and that at any time after October 9, 2002, Fir Tree has the right to
       force the sale of the Company or its assets and the Stockholders are
       required to sell their shares or vote in favor of a sale.


8.     COMMITMENTS AND CONTINGENCIES

       Operating lease agreements of the Company are principally for office
       facilities and equipment and expire at various dates through 2009. Rent
       expense in 1998, 1997, and 1996 under operating leases was approximately
       $2,020,000, $1,460,000, and $1,190,000 respectively.

       As of December 31, 1998, future minimum lease payments are as follows:

                          Year Ending                              Minimum Lease
                         December 31,                                Payments
                         ------------                                --------
                                                                  (In thousands)

                           1999                                     $  1,663
                           2000                                        1,359
                           2001                                        1,179
                           2002                                        1,057
                           2003                                          580
                        Thereafter                                     2,204
                                                                    --------
                                                                    $  8,042
                                                                    ========

       The Company is a defendant in certain litigation arising out of
       operations in the normal course of business. However, it is the opinion
       of management that the ultimate liabilities relating thereto, if 

                                     F-27
<PAGE>

       any, will not have a material adverse effect on the financial
       position or results of operations of the Company.

9.     RELATED PARTY TRANSACTIONS

       In 1998, a stockholder was paid a fee of $20,000 in connection with
       advisory services provided to the Company with respect to the
       acquisition of International Gaming Business Exposition. In addition,
       the Company paid its stockholders $90,000 and $20,000 in management fees
       in 1998 and 1997, respectively. These costs are included in the
       accompanying consolidated statement of operations. No such fees were
       paid to any stockholder in 1996. In connection with the recapitalization
       transactions completed in 1997, the Company paid the Equity Investors a
       total of $1.6 million in fees for services related to the structure and
       implementation of the recapitalization plan.

10.    BUSINESS SEGMENT INFORMATION

       The FASB issued Statement of Financial Accounting Standards No. 131,
       Disclosures about Segments of an Enterprise and Related Information
       (SFAS No. 131) in June 1997. SFAS 131 supersedes FASB Statement No. 14,
       Financial Reporting for Segments of a Business Enterprise, but retains
       the requirement to report information about major customers. SFAS 131
       replaces the "industry segment" concept of Statement 14 with a
       "management approach" concept as the basis for identifying reportable
       segments. The management approach is based on the way that management
       organizes the segments within the enterprise for making operating
       decisions and assessing performance. Consequently, the segments are
       evident from the structure of the enterprise's internal organization. It
       focuses on financial information that an enterprise's decision makers
       use to make decisions about the enterprise's operating matters. The
       Company adopted SFAS 131 in 1998.

       Operations of the Company are conducted primarily through two business
       segments primarily within the continental United States. These segments
       and the primary operations of each are as follows:

       BUSINESS TO BUSINESS COMMUNICATIONS

       Publisher (Atwood) of various convention/trade show publications and a
       trade journal, provider (Galaxy) of registration services, exhibitor
       marketing and information services all to the exposition industry and
       owner (GEM) of the World Gaming Congress, a trade show catering to the
       legalized gaming industry, and the publisher of several trade magazines
       and newsletters.

       INFORMATION SERVICES

       Provider (TISI) of pre-employment screening information including motor
       vehicle reports, truck driver employment information, worker's
       compensation information, credit reports, criminal record reports and
       other pre-employment screening information and services to the trucking
       and other industries and motor vehicle reports to the insurance
       industry. Provider (Corsearch) of trademark research and information
       services, using both proprietary and public databases.

       Corporate revenues consist principally of revenues from interest,
       covenants-not-to-compete and miscellaneous non-operating income.
       Operating profit is net revenues less applicable operating expenses and
       segment general and administrative expenses. Corporate general and
       administrative expenses are generally not allocated to each segment.



                                     F-28
<PAGE>

       Identifiable assets by segment are those assets that are used in the
       operations of each segment. Corporate assets consist principally of cash
       and cash equivalents, notes receivable, prepaid expenses and corporate
       furniture, fixtures and equipment. Capital expenditures include
       additions to property, plant and equipment, goodwill and truck driver
       employment information files.

       During 1998, 1997 and 1996, no customer represented ten percent or more
       of the Company's revenue or operating profit.









                                     F-29


<PAGE>

       Summarized financial information by industry segment is as follows:
<TABLE>
<CAPTION>

                                                                                    Year Ended December 31,
                                                                               1998            1997           1996
                                                                               ----            ----           ----
                                                                                          (In thousands)
<S>                                                                       <C>               <C>            <C>   
       NET REVENUES FROM SALES TO UNAFFILIATED CUSTOMERS:
           Business to Business Communications                            $  59,455         49,403         42,891
           Information Services                                              36,102         31,690         23,925
           Corporate and other                                                  880          1,366          1,826
                                                                              -----          -----        -------
                                                                          $  96,437         82,459         68,642
                                                                             ======         ======         ======

       OPERATING INCOME ( LOSS):
           Business to Business Communications                           $    8,233          5,393          6,018
           Information Services                                               8,061          4,562          5,612
                                                                            -------        -------        -------
           Operating profit from segments                                    16,294          9,955         11,630
           Corporate expenses, net                                           (1,282)       (21,467)        (2,527)
           Interest expense                                                 (10,676)        (3,696)          (581)
                                                                           --------        -------       --------

           Income (loss) before income taxes                                $ 4,336        (15,208)         8,522
                                                                            =======         ======        =======

       IDENTIFIABLE ASSETS AT DECEMBER 31:
           Business to Business Communications                            $  34,206         16,748         14,629
           Information Services                                              33,804         32,307         32,035
           Corporate                                                          6,524         21,911          9,318
                                                                              -----         ------        -------
                                                                          $  74,534         70,966         55,982
                                                                             ======         ======         ======

       DEPRECIATION AND AMORTIZATION:
           Business to Business Communications                           $    3,407          2,168          2,192
           Information Services                                               3,204          2,672          1,723
           Corporate                                                            467            156            103
                                                                           --------     ----------       --------
                                                                         $    7,078          4,996          4,018
                                                                            =======        =======        =======

       CAPITAL EXPENDITURES:
           Business to Business Communications                           $    2,924          2,947          1,097
           Information Services                                               3,370          2,571          1,533
           Corporate                                                            209             23             11
                                                                         ----------      ---------      ---------
                                                                         $    6,503          5,541          2,641
                                                                            =======        =======        =======
</TABLE>


11.      SUBSEQUENT EVENT

On March 25, 1999, the Company executed an asset purchase agreement to acquire,
through a subsidiary, substantially all of the assets and liabilities of
International Travel Service, Inc., for approximately $22.7 million. The
consummation of the transaction is subject to certain conditions, including
approval under antitrust regulations. This transaction will be accounted for as
a purchase.


                                     F-30
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

Date:      March 29, 1999

                                      THE OFFICIAL INFORMATION COMPANY

                                          /s/  Ian L.M. Thomas
                                   By ________________________________________
                                          IAN L. M. THOMAS
                                          PRESIDENT AND CHIEF EXECUTIVE OFFICER




Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant on
March 29, 1999 and in the capacities indicated.

SIGNATURE                                     TITLE



/s/ John S. Suhler                            Chairman of the Board and Director
__________________________________
         (John S. Suhler)


/s/  Ian L.M. Thomas
___________________________________           President, Chief Executive 
         (Ian L.M. Thomas)                    Officer and Director 


/s/ Steven J. Hunt
___________________________________           Chief Financial Officer and 
         (Steven J. Hunt)                     Treasurer

                                              Director
___________________________________
         (John J. Veronis)

                                              Director  
/s/ Jeffrey T. Stevenson
___________________________________
         (Jeffrey T. Stevenson)


<PAGE>


                                              Director
/s/  Gerard Benford
-----------------------------------
         (S. Gerard Benford)

                                              Director
/s/  Jeffrey Tannenbaum
-----------------------------------
         (Jeffrey Tannenbaum)

                                              Director
/s/ John Rolfe
-----------------------------------
         (John Rolfe)

                                              Director

-----------------------------------
         (Stephan Selig)