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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ------------------

                                    FORM 10-K
                                   (Mark One)

[X]            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   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

                           Commission file No. 1-14371

                            INFORMATION HOLDINGS INC.
             (Exact name of registrant as specified in its charter)

                  DELAWARE                          06-1518007
          (State of incorporation)       (IRS Employer Identification No.)

       2777 SUMMER STREET, SUITE 209
           STAMFORD, CONNECTICUT                      06905
  (Address of principal executive offices)          (Zip Code)

                                 (203) 961-9106
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:

             TITLE OF EACH CLASS            NAME OF EXCHANGE ON WHICH REGISTERED
             -------------------            ------------------------------------
   COMMON STOCK, PAR VALUE $0.01 PER SHARE        NEW YORK STOCK EXCHANGE

        Securities registered pursuant to Section 12(g) of the Act: NONE

         Indicate by check mark whether the registrant (1) has filed 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 the Form 10-K. |X|

         The aggregate market value of the voting stock held by non-affiliates
of the registrant on March 23, 1999 was approximately $84,429,000, based upon
the March 23, 1999 closing sale price of the common stock of $18.25 as reported
by the New York Stock Exchange.

         The number of outstanding shares of Common stock, par value $0.01 of
the registrant outstanding as of March 23, 1999 was 16,943,189 shares.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Items 10, 11, 12 and 13 of Part III are incorporated by reference to
the definitive proxy statement relating to the registrant's Annual Meeting of
Stockholders for fiscal 1998, which definitive proxy statement will be filed
within 120 days of the end of the registrant's fiscal year.
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                                TABLE OF CONTENTS

                                     PART I
                                                                            Page
                                                                            ----

Item 1     Business...........................................................1

Item 2.    Properties.........................................................9

Item 3.    Legal Proceedings..................................................9

Item 4.    Submission of Matters to a Vote of Security Holders...............10

                                     PART II

Item 5.    Market for the Registrant's Common Equity
           and Related Stockholder Matters...................................10

Item 6.    Selected Financial Data...........................................11

Item 7.    Management's Discussion and Analysis of
           Financial Condition and Results of Operations.....................12

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk........17

Item 8.    Financial Statements and Supplementary Data.......................17

Item 9.    Changes in and Disagreements with Accountants
           on Accounting and Financial Disclosure............................18

                                    PART III

Item 10.   Directors and Executive Officers of the Registrant................19

Item 11.   Executive Compensation............................................19

Item 12.   Security Ownership of Certain
           Beneficial Owners and Management..................................19

Item 13.   Certain Relationships and Related Transactions....................19

                                     PART IV

Item 14.   Exhibits, Financial Statement
           Schedules, and Reports on Form 8-K................................20

Important Factors Relating to Forward Looking Statements.....................22

Signatures...................................................................23
<PAGE>

                                     PART I

ITEM 1. BUSINESS

OVERVIEW

         Information Holdings Inc. (IHI or the Company) is an information
publishing business focused on providing essential information to professional
and academic end-users in attractive niche markets. The Company was formed to
capitalize on management's experience in acquiring information publishing
businesses and then increasing profitability through a combination of organic
revenue growth and improved operating efficiencies. To date, the Company has
acquired information publishing businesses in the following niche markets:
scientific, technical and medical (STM) and professional through CRC Press LLC
(CRC Press); and intellectual property through MicroPatent LLC (MicroPatent).
For the year ended December 31, 1998, the Company had revenues and net income of
$46.7 million and $4.8 million, or $0.28 per share on a pro-forma basis,
respectively.

         CRC Press, acquired in January 1997 from The Times Mirror Company, is a
mid-sized STM and professional publisher with leading positions in several
attractive niche markets. CRC Press, with a 95-year history, has highly regarded
brand names and publishes some of the most recognizable STM titles in their
respective fields, including THE HANDBOOK OF CHEMISTRY AND PHYSICS (currently in
its 79th edition) and STANDARD MATHEMATICAL TABLES AND FORMULAE. In the first
half of 1997, two fold-in acquisitions were completed and combined with CRC
Press: St. Lucie Press, Inc. a publisher of professional titles; and Auerbach
Publications (Auerbach), a provider of technology-oriented print and electronic
subscription-based products, which was acquired from the Thomson Corporation
(Thomson). In August 1998, CRC Press acquired the mathematics/statistics and
chemical product lines of Chapman & Hall from Wolters Kluwer N.V. For the year
ended December 31, 1998, CRC Press contributed approximately 83% of the
Company's revenues.

         MicroPatent, acquired in July 1997, is a leading source of intellectual
property information products and services. Its high-quality patent and
trademark databases are used extensively by legal and research professionals and
corporations. The Internet, MicroPatent's fastest-growing distribution channel,
accounted for 39% of its total revenue in fiscal year ended December 31, 1998,
as compared to 18% in the prior year. The Company believes that its profitable
PATENTWEB(TM) service is among the most comprehensive intellectual property
information services on the Internet. In January 1999, MicroPatent acquired
Optipat, Inc., which provides print and Internet-delivered patent information to
the legal and corporate markets. For year ended December 31, 1998, MicroPatent
contributed approximately 17% of the Company's revenues.

GROWTH AND OPERATING STRATEGY

         The principal elements of the Company's growth strategy are to (i)
acquire businesses in attractive niche markets, (ii) organically grow revenues
and profit, (iii) improve operating efficiencies and (iv) attract and retain
superior management.

    ACQUIRE BUSINESSES IN ATTRACTIVE NICHE MARKETS. The Company actively seeks
to identify and acquire information publishing businesses with attractive
market, product and customer characteristics. The Company targets professional
and academic end-users who have a critical need to keep abreast of current
developments in their particular fields. While the Company continually develops
and introduces new products, the majority of the Company's revenues are
generated from recurring sources, such as subscriptions and backlist sales
(sales of books published in prior years). The Company believes that markets in
which information is critical to success, such as the STM market served by the
Company, have supported consistent price increases over the past decade. The


                                      -1-
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Company's products and services are generally not sensitive to pricing pressures
or adverse economic conditions. Examples of additional niche markets that the
Company may target include business information, healthcare information,
regulatory information and technology-related information.

    ORGANICALLY GROW REVENUES AND PROFIT. The Company seeks to acquire
information publishing businesses with significant short- and long-term growth
prospects. The Company's strategy is to acquire valuable content and leverage
such content across new distribution platforms and through expansion of product
lines. For example, the Company has launched new electronic versions of
successful print products, increased sales of core products based on new
distribution agreements, began Internet delivery of products and launched new
products targeting segments of its existing customer base.

    IMPROVE OPERATING EFFICIENCIES. The Company seeks to improve operating
efficiencies by combining administrative functions, eliminating redundant
facilities, negotiating more favorable contract terms with suppliers,
implementing systems improvements, and upgrading management. In addition, the
Company seeks to leverage its infrastructure by acquiring companies or product
lines that can be supported by its existing operations. To date, CRC Press has
acquired two such companies, St. Lucie Press and Auerbach, as well as the
Chapman & Hall product lines, a line of engineering titles from Krause
Communications, the McGee line of business titles and a line of advanced
mathematics books from Addison Wesley Longman.

    ATTRACT AND RETAIN SUPERIOR MANAGEMENT. The Company seeks to employ
professional management with substantial information publishing expertise, both
in entrepreneurial and corporate settings. The Company's philosophy is to
provide operating units with significant decision-making authority, so that key
operating policies are made close to the Company's customers and operations.
This enables the Company to attract superior entrepreneurial talent who can grow
the business by capitalizing on market opportunities.

STRATEGY IMPLEMENTATION

         Since the acquisitions of CRC Press and MicroPatent, the Company has
successfully executed its growth and operating strategy and significantly
improved the financial performance of these businesses. In 1996, prior to its
acquisition by the Company, CRC Press had an operating profit margin of
approximately 6%, excluding the impairment and amortization of intangibles. In
1998, CRC Press increased its operating profit margin to approximately 17%,
excluding the amortization of intangibles. Similarly, MicroPatent's operating
profit margin was approximately 2%, excluding the amortization of intangibles,
in the year prior to acquisition. In 1998, operating profit was increased to
33%, excluding the amortization of intangibles.

    ORGANIC GROWTH. At CRC Press, the list of new publications or new editions
of prior publications (frontlist) was approximately 280 titles in 1998. The
Company approximates the frontlist for 1999 to be between 350 and 400 titles.
The Company has also taken steps to increase its international sales through a
global distribution agreement (excluding North America, Australia and New
Zealand) with Springer-Verlag GmbH & Co. KG (Springer-Verlag), a significant
Europe-based scientific and technical publisher. In addition, the Company has
leveraged well-established titles such as THE HANDBOOK OF CHEMISTRY AND PHYSICS
and STANDARD MATHEMATICAL TABLES AND FORMULAE by publishing them in electronic
format, which is expected to expand their reach and application. In total, the
Company expects to produce approximately 30 new electronic products in 1999.

         MicroPatent's revenue growth has also accelerated significantly since
its acquisition by the Company, with revenues increasing 24% in 1998 over the
comparable prior year period. Such growth has been driven largely by Internet
product offerings. Revenues from Internet-based patent information grew more
than 170% in 1998 compared to 1997. In addition, revenues generated by all
Internet products rose to 39% of MicroPatent's total revenues in 1998, as
compared to 18% in 1997.


                                      -2-
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    OPERATING IMPROVEMENTS. The overall operating efficiency of CRC Press has
been improved through revisions in operating procedures. For example, plant
costs per page, which include design and other pre-production costs for books
published, decreased by approximately 16% in 1998, following a decrease of
approximately 45% in 1997, the Company's first year of ownership of CRC Press.
The Company has improved other direct costs, resulting in an overall improvement
in gross margins at CRC Press to 74% in 1998 from 65% in 1997.

         At MicroPatent, significant investments were made in its website to
expand web-based content and to enhance existing technology. This investment has
led to increased Internet reliability and speed which has helped spur customer
demand. In addition, since the Company acquired MicroPatent, overall cost levels
have decreased. In particular, gross profit margins at MicroPatent improved to
80% in 1998 compared to 69% in 1997.

    FOLD-IN ACQUISITIONS. Since the acquisition of CRC Press, the Company has
successfully completed several fold-in acquisitions: St. Lucie Press, a
publisher of professional titles; Auerbach, a provider of technology-oriented
print and electronic subscription-based products; and the mathematics/statistics
and chemical product lines of Chapman & Hall. The Company also acquired a line
of engineering titles from Krause Communications, the McGee line of business
titles and a line of advanced mathematics titles from Addison Wesley Longman.
These acquisitions expanded the Company's product offerings and increased
profitability by leveraging its existing infrastructure.

    MANAGEMENT. The Company installed a new senior management team at CRC Press
within three months after its acquisition, which substantially altered the
editorial, production and marketing processes at the Company. These executives
have an average of over 16 years of publishing industry experience.

         At MicroPatent, through internal promotion and recruitment, the Company
installed a new CEO, hired management to build a trademark database and hired
senior sales and marketing executives.

STM AND PROFESSIONAL PUBLISHING

MARKET

         The Company provides information in selected niches of the broad STM
and professional market. The STM and professional market is global in nature and
has experienced consistently solid growth. Total market revenues exceeded $4
billion in 1997 with per annum growth in excess of 6% over the past decade.
Management believes this market will continue to expand as the need for
information continues to increase based on factors such as: constantly
increasing complexity within STM and professional research; globalization of the
STM and professional market; and technological advances which enable greater
distribution of content.

         The Company targets end-users, such as professionals and academics,
with high-end specialized reference information. The Company products are
targeted towards areas with a significant number of end-users including
chemists, engineers, mathematicians, technology practitioners and environmental
scientists. These end-users are generally not price sensitive due to the
critical nature of the content.

 PRODUCTS

         CRC Press is a medium-sized publisher with strong market positions in
chemistry, mathematics, engineering, food science, environmental sciences and
key areas of technology. CRC Press's products are divided into two broad
categories: book publishing (including electronic versions 


                                      -3-
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of print book titles); and subscription services. In the fiscal year ended
December 31, 1998, book publishing and subscription services generated 72% and
28%, respectively, of CRC Press's revenues.

BOOK PUBLISHING. CRC Press publishes some of the most recognizable science
titles in their respective fields, including THE HANDBOOK OF CHEMISTRY AND
PHYSICS (currently in its 79th edition) and STANDARD MATHEMATICAL TABLES AND
FORMULAE. CRC Press has an extensive backlist of over 3,500 titles, which
generates substantial recurring demand. In both 1997 and 1998, the backlist
contributed 68% of total book publishing revenues. In addition, CRC Press has a
strong and active frontlist publishing program. In 1998, CRC Press published
approximately 280 frontlist titles. Publishing levels have increased since the
Company acquired CRC Press with 350-400 titles scheduled for publication in
1999. CRC Press's book publishing focuses on the following areas:

         LIFE SCIENCES. CRC Press(R) is a well-recognized brand in life sciences
         and publishes with a technical focus in areas including neurology,
         biology, pathology, ecology, food technology, marine science and
         forensics. CRC Press published 88 titles in life sciences in 1998 and
         has an active life sciences backlist of over 1500 titles. In 1998,
         total life sciences sales represented 35% of Company's book publishing
         revenues. Some of CRC Press's leading titles in life sciences include
         CRC HANDBOOK OF HUMAN TOXICOLOGY, PRACTICAL HOMICIDE INVESTIGATION and
         PAIN MANAGEMENT.

         ENGINEERING, MATHEMATICS AND PHYSICAL SCIENCES. CRC Press has a strong
         franchise in engineering, mathematics and physical sciences based on
         leading titles, strong co-publishing relationships and a practitioner
         oriented approach. CRC Press published 109 titles in engineering,
         mathematics and physical sciences in 1998 and has a backlist of over
         1000 titles. In 1998, total engineering, mathematics and physical
         sciences revenues represented 39% of Company's book publishing sales.
         CRC Press's strong titles include THE HANDBOOK OF CHEMISTRY AND PHYSICS
         (79th edition) and STANDARD MATHEMATICAL TABLES AND FORMULAE. In
         addition, the Company has a co-publishing arrangement with the
         Institute of Electrical and Electronic Engineers, a leading engineering
         society with over 120,000 members. This relationship gives the Company
         wide distribution for engineering titles and a competitive advantage in
         attracting engineering authors. The Company has recently increased its
         presence in mathematics publishing through the acquisitions of the
         math/statistics line of Chapman & Hall and the Pittman line of advanced
         mathematics titles.

         ENVIRONMENTAL SCIENCES. The Company's Lewis Publishers(TM) imprint is
         one of the top publishers of environmental science books with titles in
         all areas including environmental chemistry, environmental engineering,
         wetland development, ecology and remediation. The Company published 52
         environmental science titles in 1998 and has a backlist that includes
         over 700 titles. In 1998, total environmental science sales represented
         20% of the Company's book publishing revenues. Well-known environmental
         sciences titles include Manahan's ENVIRONMENTAL CHEMISTRY, REMEDIATION
         ENGINEERING: A DESIGN HANDBOOK, ENVIRONMENTAL ENGINEERING HANDBOOK and
         the United States Golf Association's (USGA) LANDSCAPE RESTORATION
         HANDBOOK (a joint publication among CRC Press, the Audubon Society of
         New York State and the USGA).

         BUSINESS PUBLICATIONS. The Company's St. Lucie Press(TM) imprint
         publishes books focusing on all areas of business, including
         management, human resources, manufacturing processes, finance and
         investment. St. Lucie Press's publications are targeted at high-level
         management, technical and analytic end-users through titles such as
         PRINCIPLES OF TOTAL QUALITY and CHIEF EXECUTIVE OFFICER PAY AND
         SHAREHOLDER VALUE. Additionally, the Company completed the
         complementary acquisition of the McGee line of titles, including
         TECHNICAL ANALYSIS OF STOCK TRENDS, which was integrated into CRC
         Press. CRC Press published 34 business publications in 1998 and has a
         backlist that includes over 100 titles. In 1998, total business
         publications sales represented 6% of the Company's book publishing
         revenues.

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SUBSCRIPTION PRODUCTS. The Company's subscription products focus on the
following areas:

         TECHNOLOGY SERVICES. The Company provides high-level information
         systems and information technology management products under its
         Auerbach imprint. Auerbach offers journals, newsletters, annual
         handbooks and several information management guides available in print
         and CD-ROM. Auerbach is a technology publisher with over 20,000 users
         of its various products. Significant Auerbach titles include the
         JOURNAL OF INFORMATION SYSTEMS MANAGEMENT, EDP AUDIT CONTROLS, BUSINESS
         RESUMPTION PLANNING, HANDBOOK OF LOCAL AREA NETWORKS, HANDBOOK OF MIS
         MANAGEMENT and the AUERBACH INFORMATION MANAGEMENT SERIES (AIMS).
         Auerbach recently launched a successful newsletter, YEAR 2000
         PRACTITIONER, and it has several newsletters and handbooks in
         development. Auerbach contributed approximately 41% of CRC Press's 1998
         subscription revenues.

         NEWSLETTERS. The Company's Food Chemical News (FCN) division serves the
         food and chemical industries with six newsletters and two comprehensive
         food chemical science guides, available in print and CD-ROM. FCN
         products command premium pricing and have aggregate renewal rates
         approximating 75%. Content is also available in electronic format, and
         the Company is actively pursuing site licensing and Internet
         opportunities. FCN's flagship product, FOOD CHEMICAL NEWS(R), is a
         weekly newsletter tracking food policy and regulatory changes. It has
         been a leading source of information to the food industry for over 37
         years. Additional products offered by FCN include PESTICIDE AND TOXIC
         CHEMICAL NEWS, WORLD FOOD NEWS and FOOD LABELING AND NUTRITION NEWS.
         FCN contributed approximately 35% of CRC Press's 1998 subscription
         revenues.

         JOURNALS. The Company currently publishes 17 subscription-based
         journals. Journals include both primary journals, such as the JOURNAL
         OF SOIL CONTAMINATION and OZONE SCIENCE AND ENGINEERING, which are
         vehicles for the publication of original research; and secondary
         journals in the Critical Review series. The journal program is
         concentrated in areas where the Company has strong book publishing
         programs and provides synergy with respect to marketing and editorial
         functions. In CRITICAL REVIEW journals, including titles such as
         CRITICAL REVIEWS IN ANALYTICAL CHEMISTRY and CRITICAL REVIEWS IN
         TOXICOLOGY, acknowledged experts summarize recent professional
         literature in important areas of science and technology. The Company
         recently launched a new primary journal, STRATEGIES IN ENVIRONMENTAL
         MANAGEMENT, and is actively developing journal content for Internet
         delivery. Aggregate renewal rates for the Company's journals
         approximated 85%. Journals contributed approximately 21% of CRC Press's
         1998 subscription revenues.

         ELECTRONIC DATABASES. The Company produces several proprietary chemical
         databases under the Chapman & Hall/CRC Press imprint. The primary
         products are chemical dictionaries covering areas such as natural
         products, organic compounds and inorganic compounds. The Company also
         distributes several licensed products and has exclusive rights to the
         electronic version of the Merck Index. This product line was acquired
         in August 1998 and contributed 3% of CRC Press's 1998 subscription
         revenue.

SALES, MARKETING AND DISTRIBUTION

         Direct response marketing is the primary method for selling the
Company's products. The Company has an in-house creative services and direct
marketing group which designs, manages, and produces cost-effective direct mail
campaigns and other promotional support programs. The Company utilizes its
extensive in-house lists of book buyers, supplemented by lists from professional
societies and list management companies. In 1998, the Company produced in excess
of 1,000 promotional campaigns and mailed in excess of 1 million direct mail
pieces per month on average. Direct response (including textbook adoptions)
generated 35% of CRC Press's 1998 book revenues and the majority of its
subscription-based revenues, as well as generating sales that are fulfilled


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through bookstores and distributors.

         The Company uses a small, well-experienced sales force for professional
book sales to the Company's academic and specialty bookstores, wholesalers,
catalogers and associations, as well as sales of site licenses to corporations
and academic institutions. In the aggregate, these channels provided 47% of the
Company's 1997 book revenues. There is also an outbound telesales group used
primarily for new sales of Auerbach technology products.

         The Company uses several well-respected distributors for sales outside
of North America. The primary distributor for books is Springer-Verlag, a
significant Europe-based scientific and technical publisher with extensive
international marketing capabilities. International sales contributed 18% of the
Company's 1998 book revenues. In 1998, sales to Springer-Verlag accounted for
approximately 9% of the Company's consolidated revenues.

OPERATIONS

         The Company operates its business in an entrepreneurial manner that
serves to increase employee responsibility and accountability. The Company has
leveraged its long-standing relationships with acknowledged experts in its
existing markets and developed close relationships with acclaimed industry
leaders in new markets. These relationships provide the Company with experienced
authors and editors who are given increased responsibility for product
development and profitability. Currently, CRC Press employs approximately 20
editors who are responsible for proposing new publications, contacting and
signing new authors, managing each publication on a return-on-investment basis,
and managing product line growth and quality enhancement. The compensation of
editors is partially linked to the success of their respective product lines.
Similarly, authors are typically signed to royalty-based contracts that
compensate them based on the revenues of the applicable publications.

         The Company's strategy of increasing individual responsibility and
accountability has been applied to the in-house production process, as well.
Currently, CRC Press employs approximately 30 professionals to manage pre-press
production, which includes copy-editing, type-setting, illustration, interior
and cover design, and the preparation of final output for the printer. Driven by
systems upgrades and several incentive-based bonus plans, CRC Press performed
approximately 50% of pre-press production in-house in 1998, with external
production having negotiated rates comparable to its internal rate. In addition,
the production personnel oversee the printing and binding activities performed
by third-party printers. The Company conducts business with several different
printers and is not dependent on the services of any one printer in particular.

INTELLECTUAL PROPERTY INFORMATION SERVICES

MARKETS

         The Company is a leading provider of intellectual property information
products and services. The Company estimates that the core components of the
intellectual property information market, patents and trademarks, currently
exceed $500 million on a worldwide basis. These markets continue to grow as
usage of intellectual property information has expanded significantly in the
past decade fueled by factors such as: increased awareness of the value of
intellectual property as a corporate asset; greater enforcement of intellectual
property rights on a worldwide basis; more intellectual property filings, such
as European Community trademarks; and technological advances which enable
greater storage, searching and access to large databases. Management believes
these positive trends will continue.


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PRODUCTS

         The Company is a leader in selected niches of intellectual property
markets, specifically in the provision of patent information through the
Internet, corporate intranets and other electronic media, such as CD-ROM. The
Company collects primary source data from the world's major patent and trademark
offices and adds significant value through the development of vast integrated
databases, innovative product delivery and sophisticated software for data
searching and access. In addition, the Company has recently launched its
trademark information business and is currently a growing provider in this
market.

         The Internet is an important distribution mechanism for intellectual
property information and is MicroPatent's fastest growing channel. The Company
believes that its profitable PATENTWEB(TM) service is the most comprehensive
commercial intellectual property information service on the Internet. Internet
services range from individual payment for access to a single patent to
unlimited annual use plans for searching and downloading throughout a corporate
customer's site. Revenues from Internet-based patent information grew more than
170% in 1998 compared to the comparable prior year period. In addition, revenues
generated by all Internet products rose to 39% of MicroPatent's total 1998
revenues, compared to 18% in the prior year.

         MicroPatent was also among the first providers of patent information on
CD-ROM. It offers both text and image products covering U.S., European and
Japanese information. The Company believes that its PATENTIMAGES(R) products
remain leading CD-ROM products in the North American market. Patent CD-ROM
subscriptions generated 37% of MicroPatent's revenues in 1998. In addition to
subscriptions to databases of worldwide patent information, MicroPatent offers
databases of historical (backfile) and current patent information, in standard
and custom formats, in multiple media. Backfile and custom product sales
generated 24% of MicroPatent's revenues in 1998.

         While the Company continues to expand both the content and
functionality of its patent products, it is also expanding into trademark
information. The Company launched a U.S. federal trademark database, MARKSEARCH
PRO(TM), and now has trademark products available in CD-ROM and on the Internet
througH TRADEMARKWEB(TM). Trademark products, which are included above in CD-ROM
subscription and Internet revenues, generated 7% of MicroPatent's 1998 revenues.

         The Company continues to develop its content and recently launched its
worldwide patent search service, full text searching capabilities, a special
collection of international patents and MARKSEARCH PRO. The Company is also
expanding into new markets through development of value-added trademark
information products, including a state trademark database, which will be
available on the Internet.

         In January 1999 the Company expanded its intellectual product offerings
through the acquisition of Optipat, Inc. which provides print and Internet-based
patent documents in the legal and corporate markets.

SALES, MARKETING AND DISTRIBUTION

         The majority of MicroPatent's sales are made through an in-house sales
force with offices in the United States and the United Kingdom. Prospects are
identified through referrals from existing customers, referrals from patent and
trademark offices, leads from trade shows and information requests from sources
such as the Internet. Additional international sales are made through a network
of distributors. Renewals are generally made by mail with telephone follow-up.

 OPERATIONS

         The Company employs 12 people to produce and fulfill its patent and
trademark CD-ROM and customized information products. Source data is received
weekly from the U.S. Patent and 


                                      -7-
<PAGE>

Trademark Office and certain foreign patent and trademark offices. The Company
receives the data in various formats and media and, through internal procedures
using both proprietary and third-party software, produces a master CD-ROM for
each subscription product. An outside vendor is used for CD-ROM replication and
shipments to customers.

         Source data is continually added to the Company's numerous in-house
databases, which support its Internet-based products and services. A programming
and research and development staff of four maintains these databases, together
with various support systems and product interfaces. These software development
professionals, together with several technical support staff, create and
maintain the Company's various Internet products.

         Since its acquisition of MicroPatent, the Company has taken several
initiatives to improve operations. Significant investments made in MicroPatent's
website to expand web-based content and enhance existing technology have led to
increased reliability and speed. In addition, since the Company acquired
MicroPatent, overall cost levels have decreased.

FOREIGN OPERATIONS AND EXPORT SALES

         The Company maintains an office in London, England, which includes
sales staff for both CRC Press and MicroPatent and editorial employees
responsible for CRC Press's electronic chemical databases. Export sales, based
on customer location, represented approximately 25% of the Company's
consolidated revenues for the fiscal year ended December 31, 1998, which
includes an estimate of patent information delivered over the Internet to
recipients outside the United States.

COMPETITION

         The Company competes with a broad range of companies for the products
and services it offers. Although it provides information in competitive markets
and such competition is unlikely to diminish, the Company believes it can
compete successfully based on its well-established positions in niche markets,
the quality of its products, the breadth and depth of its content, continued
product innovation and efficient operations.

         STM information publishing is a large market with numerous competitors.
While there is competition for sales in a given area, products are generally
unique titles sold on an individual basis. The Company must also compete for the
signing of noted authors. The Company's primary STM competitors include John
Wiley, McGraw-Hill and Academic Press, a unit of Harcourt General. These
competitors are larger and have greater financial resources than the Company. In
addition there are numerous small publishers that compete with the Company.

         The Company also competes with other sellers of intellectual property
information. Thomson owns Derwent and Thomson & Thomson, large competitors in
patents and trademarks, respectively. In addition to direct sales, these
companies offer content through on-line services such as Dialog, which combines
this information with other business information. Lastly, there are several
low-cost or free intellectual property services offered by large
technology-oriented companies such as IBM, and certain national and
international patent and trademark offices. These services have not had a
significant negative impact on the Company to date, due to the Company's ability
to differentiate itself through adding value by making data easily accessible
and customizing products for specific client needs.


                                      -8-
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INTELLECTUAL PROPERTY

         The Company regards its trademarks, copyrights, trade secrets and
similar intellectual property as valuable assets and relies upon trademark and
copyright laws, as well as confidentiality agreements with its employees and
others, to protect its rights. The Company pursues the registration of its
material trademarks and copyrights in the United States and, depending upon use,
in certain other countries. The Company believes it owns or licenses all
intellectual property rights necessary to conduct its business. To the best of
the Company's knowledge, there are no threatened or pending legal proceedings or
claims related to the Company's intellectual property that are likely to have,
individually or in the aggregate, a material adverse effect on the Company's
business, financial condition or results of operations.

ENVIRONMENTAL MATTERS

         The Company believes that its operations are in compliance with all
applicable foreign, federal, state and local environmental laws, as well as all
laws and regulations relating to worker health and safety.

EMPLOYEES AND LABOR RELATIONS

         As of December 31, 1998, the Company had approximately 265 employees,
consisting of 251 employees in the United States and 14 employees based in
England. No employees are covered by collective bargaining agreements with labor
unions. The Company believes that relations with its employees are good.

ITEM 2. PROPERTIES

         The Company leases office space in East Haven, Connecticut; Washington,
D.C.; Boca Raton, Florida; New York, New York; Stamford, Connecticut and London,
England under leases expiring in 2001; 2002; 2006; 2002; 2003 and 2005,
respectively. The Company contracts with third parties for warehousing and
distribution services including facilities in Lynn, Missouri and Letchworth,
England. The Company does not own any real property. The Company's facilities
and equipment, are in good operating condition, are suitable for their
respective uses and are adequate for the Company's current business operations.

ITEM 3. LEGAL PROCEEDINGS

         Mason P. Slaine, the Company's President and Chief Executive Officer,
and Michael E. Danziger, a director of the Company, are shareholders, officers
and directors of Rand Publishing Company Inc. (Rand), a private holding company
that has made investments in the publishing industry. Certain of the other
investors in Rand have alleged that Mr. Slaine breached his fiduciary duty to
them and usurped corporate opportunities available to Rand by investing in the
Company and by participating in the acquisition by the Company of various
businesses. These investors have asserted claims for damages and have requested
that a constructive trust be established for their benefit consisting of Messrs.
Slaine and Danziger's interest in the Company and other relief. Both Mr. Slaine
and Mr. Danziger deny such allegations and have indicated to the Company that
they intend to vigorously defend themselves.

         In addition, the Company is involved in litigation that has arisen in
the ordinary course of business. None of these matters, either individually or
in the aggregate, is expected to have a material adverse effect on the Company's
financial condition or results of operations.


                                      -9-
<PAGE>

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

         No matters were submitted to a vote of security holders during the
fourth quarter of 1998.

                                     PART II

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

         The Company's Common Stock is listed on the New York Stock Exchange 
(NYSE) under the symbol "IHI." The initial public offering price of the 
Company's Common Stock was $12.00 per share. As of March 22, 1999, there were 
approximately 1,817 holders of the Company's Common Stock comprised of 17 
record holders and approximately 1,800 beneficial holders. The following 
table reflects the high and low sales prices of the Company's common stock as 
reported by the NYSE, for the period indicated.

<TABLE>
<CAPTION>
                                                                 HIGH       LOW
                                                                 ----       ---
<S>                                                             <C>        <C>  
         1998
         August 7- September 30 *                               13.375     8.500
         Fourth Quarter                                         16.750     9.375
</TABLE>

* Represents the period from which the Company's Common Stock began trading on
the NYSE after its initial public offering.

DIVIDEND POLICY

         The Company has never paid a dividend on its Common Stock and does not
anticipate paying any dividends on its Common stock in the foreseeable future.
The current policy of the Company's Board of Directors is to retain earnings to
finance the operations and expansion of the Company's business.

USE OF PROCEEDS

         The following report relates to the Company's initial public offering:

Commission file number of registration statement:              333-56665
Effective Date:                                                August 6, 1998
Expenses incurred through December 31, 1998:
         Underwriting discounts                                $  3,887,747
         Other expenses                                        $  1,589,413
         Total expenses                                        $  5,477,160

Application of proceeds through December 31, 1998:
         Acquisition of product lines                          $  3,644,325
         Temporary investments (US Treasury Bills)             $ 47,546,787


                                      -10-
<PAGE>

ITEM 6. SELECTED FINANCIAL DATA

         The selected historical financial data of (i) CRC Press, Inc. (the
Predecessor) as of and for the years ended December 31, 1995 and 1996 and (ii)
the Company as of and for the year ended December 31, 1997 and 1998 have been
derived from their respective audited financial statements. The selected
historical financial data of the Predecessor as of and for the year ended
December 31, 1994 is derived from its accounting records and has not been
audited. The acquisition of the Predecessor and all other acquisitions by the
Company were accounted for using the purchase method of accounting. The Company
acquired St. Lucie Press on January 13, 1997, Auerbach on June 5, 1997 and
MicroPatent on July 2, 1997. The results of operations of these businesses are
included in the Company's results from their respective dates of acquisition and
are not included at all in the Predecessor's results. Accordingly, certain of
the historical financial data of the Predecessor are not comparable to those of
the Company. The selected historical financial data should be read in
conjunction with, and are qualified by reference to, "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and the financial
statements and notes thereto included elsewhere in this Form 10-K.

<TABLE>
<CAPTION>
                                                 THE PREDECESSOR             THE COMPANY(1)
                                             YEAR ENDED DECEMBER 31,     YEAR ENDED DECEMBER 31,
                                             -----------------------     -----------------------

(IN THOUSANDS, EXCEPT PER SHARE DATA)      1994       1995       1996       1997       1998
                                         --------   --------   --------   --------   --------
<S>                                      <C>        <C>        <C>        <C>        <C>     
OPERATING DATA:
Revenues (2) ..........................  $ 32,328   $ 32,054   $ 28,852   $ 34,869   $ 46,651
Cost of sales (3) .....................    11,591     11,371      9,262     11,492     11,707
Operating expenses (3) ................    18,289     33,452     29,667     28,040     31,234

Operating income (loss) ...............     2,448    (12,769)   (10,077)    (4,663)     3,710
Interest (expense) income .............    (1,237)    (1,272)    (1,036)      (130)     1,117
Other (expense) income ................       (95)       (95)        47       (115)        --

Income (loss) before taxes ............     1,116    (14,136)   (11,066)    (4,908)     4,827
Net income (loss) (4) .................     1,556     (9,234)   (11,236)    (4,911)     4,785
Pro forma earnings (loss) per share (5)                                   $  (0.29)  $   0.28
BALANCE SHEET DATA (AT PERIOD END):
Cash and cash equivalents .............  $    846   $    664   $  1,025   $ 10,280   $ 57,270
Total assets ..........................    49,897     45,753     35,533     50,219    104,791
Total debt ............................    12,026     13,756     15,705      5,188      2,955
Total equity ..........................    26,251     17,017      5,818     28,556     84,793
</TABLE>

                          (FOOTNOTES ON FOLLOWING PAGE)


                                      -11-
<PAGE>

                         (FOOTNOTES FROM PRECEDING PAGE)

                                   -----------

(1)      In conjunction with the acquisition and reorganization of CRC Press and
         other businesses and certain compensation issues, the Company recorded
         significant adjustments in 1997 and 1998, which are not expected to
         continue in the future. These adjustments (the Adjustments) reduced
         revenues by $4,017 and increased expenses by $4,013, and therefore
         reduced net income by $8,030, for the year ended December 31, 1997. The
         Adjustments reduced revenue by $54 and increased pre-tax expenses by
         $1,069; resulting in reduced net income of $674 for the year ended
         December 31, 1998. The Adjustments affecting revenues were required by
         purchase accounting in connection with the acquisitions of CRC Press
         and MicroPatent and reflect the revaluation of acquired deferred
         subscription revenues based on the cost to fulfill subscriptions. This
         revaluation is a non-cash adjustment, which reduces revenues in the
         twelve months following acquisition. The Adjustments affecting expenses
         relate to: severance and reorganization costs from the consolidation of
         certain functions and reductions in workforce; special bonuses granted
         to an officer; contingent compensation paid to an officer of a
         subsidiary; and certain additional purchase accounting-related
         adjustments.

(2)      Revenues for the year ended December 31, 1997 includes an initial
         stocking order by a new international distributor aggregating $3,307,
         which is not expected to continue in the future.

(3)      Operating expenses for the year ended December 31, 1995 include $10,727
         of restructuring and one-time charges. Operating expenses for the year
         ended December 31, 1996 include an impairment in the value of goodwill
         and other intangible assets of $10,666. This charge represents the
         amount by which the recorded value of the assets exceeded the proceeds
         from the sale of the business.

(4)      Income taxes of the Company have not been significant to date. Prior to
         the Company's initial public offering, the Company was a limited
         liability company and, accordingly, was not subject to U.S. federal or
         certain state income taxes. Subsequent to the initial public offering
         the company incurred a nominal income tax provision due to the full
         reversal of deferred tax valuation allowances deemed as no longer
         required. Income tax (benefits) expenses of the Predecessor were
         ($4,902) and $170, respectively, for the years ended December 31, 1995
         and 1996.

(5)      No historical earnings per share or share data are presented, as the
         Company does not consider such historical data meaningful. The pro
         forma earnings (loss) per share for the years ended December 31, 1997
         and 1998 were computed using 16,943,189 shares outstanding, which
         reflects all shares outstanding following the initial public offering,
         as if such shares were outstanding since January 1, 1997.

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

THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH THE
FINANCIAL STATEMENTS AND NOTES THERETO AND THE OTHER FINANCIAL INFORMATION
APPEARING ELSEWHERE IN THIS FORM 10-K. UNLESS OTHERWISE STATED IN THIS FORM 10-K
REFERENCES TO THE FISCAL YEARS 1998, 1997, AND 1996 RELATE TO THE FISCAL YEARS
ENDED DECEMBER 31, 1998, 1997, AND 1996, RESPECTIVELY.

OVERVIEW

     The Company is an information publisher that provides print and electronic
information to end-users in the STM and professional markets and electronic
access to intellectual property databases for end-users in the patent and
trademark markets. The Company currently sells over 3,500 individual book titles
and publishes approximately 300 new books each year. The Company also offers
multiple subscription products and services, including journals, newsletters,
annual handbooks and comprehensive information guides that are available in
print and electronic formats. The Company offers its intellectual property
databases on CD-ROM and through the Internet.


                                      -12-
<PAGE>

     The Company's principal sources of revenues are book publishing sales,
subscription service sales and sales of patent and trademark information.
Through CRC Press, the Company generates revenues from the sale of books and
subscription products (72% and 28%, respectively, of total CRC Press revenues in
1998). The Company believes that its book and subscription titles generate
significant recurring demand. For example, while the Company published
approximately 280 frontlist titles in 1998, it had a backlist of over 3,500
titles, which accounted for approximately 68% of the Company's total book
publishing revenues in 1998. Through MicroPatent, the Company generates revenues
from Internet-based services, CD-ROM subscriptions and other products including
database sales of historical and customized patent information (39%, 37% and
24%, respectively, of total MicroPatent revenues in 1998). The Company expects
that new publishing media, such as the Internet, will grow in significance in
the future. Of the Company's total revenues of $46.7 million in 1998, 83% and
17% were derived from CRC Press and MicroPatent, respectively.

INITIAL PUBLIC OFFERING

     On August 12, 1998, the members of Information Ventures LLC (IV)
contributed all of their direct and indirect equity interests to IHI, then a
newly formed Delaware corporation, in exchange for 12,200,000 shares of IHI,
representing 100% of the initial outstanding equity interests.

     Effective August 12, 1998, IHI sold 4,250,000 additional shares of common
stock in an initial public offering at $12.00 per share. Subsequently, the
underwriters exercised an option and purchased an additional 472,356 shares at
$12.00 per share. Total net proceeds, after deducting underwriting discounts and
expenses, approximated $51.2 million. Since the initial public offering the
Company has used approximately $7.5 million for acquisitions of businesses and
product lines. The balance of the proceeds remains available for general
corporate purposes including acquisitions.

IMPACT OF ACQUISITIONS AND OUTLOOK

     IV was organized in December 1996 by Mason Slaine and Warburg, Pincus
Ventures, L.P. (the Initial Stockholders) and, since its inception, has grown
principally through acquisitions. As the Company acquires additional companies,
its sales mix, market focus, cost structure and operating leverage may change
significantly. Consequently, the Company's historical and future results of
operations reflect and will reflect the impact of acquisitions, and
period-to-period comparisons may not be meaningful in certain respects.
Historical information for companies subsequent to their acquisition may include
integration and other costs that are not expected to continue in the future.

RESULTS OF OPERATIONS

FISCAL YEAR 1998 VS. 1997

         REVENUES. Revenues increased $11.8 million, or 33.8%, to $46.7 million
from $34.9 million. Revenues at Auerbach and MicroPatent, businesses acquired in
June 1997 and July 1997, respectively, increased by $6.5 million. Domestic book
sales increased by $3.4 million, the Adjustments resulted in an increase of $4.0
million and other revenues increased by $1.3 million, including revenues from
product lines acquired in August 1998. These increases were offset by a decrease
in international book sales of $3.4 million, due to a $3.3 million one-time
stocking order received from a new international distributor in early 1997.


                                      -13-
<PAGE>

         COST OF SALES. Cost of sales increased $.2 million, or 1.9%, to $11.7
million from $11.5 million. As a percentage of revenues, cost of sales decreased
to 25.1% from 33.0% based on improved gross margins in CRC Press book publishing
operations and higher gross margins of acquired businesses.

         OPERATING EXPENSES. Operating expenses increased $3.2 million, or
11.4%, to $31.2 million from $28.0 million. Operating expenses related to
MicroPatent and Auerbach increased $2.2 million, amortization of intangible
assets increased $1.0 million, direct mail marketing costs increased $1.0
million and all other operating expenses increased by $1.5 million. These
increases were partially offset by a reduction in costs of $2.5 million
associated with the Adjustments.

         INTEREST (EXPENSE) INCOME. Interest (expense) income increased $1.2
million, to $1.1 million from $(0.1) million, due primarily to interest earned
on the proceeds from the initial public offering.

         NET INCOME. Net income increased $9.7 million to $4.8 million, compared
to a loss of $4.9 million. The improvement is due primarily to increased gross
profits of $11.6 million and the increased interest income. These increases were
partly offset by the increased operating expenses. The Company had a nominal
provision for income taxes in 1998 because of the full reversal of deferred tax
valuation allowances.

COMPANY FISCAL YEAR ENDED DECEMBER 31, 1997 COMPARED TO PREDECESSOR FISCAL YEAR
ENDED DECEMBER 31,1996

         REVENUES. Revenues increased $6.0 million, or 20.9%, to $34.9 million
from $28.9 million. St. Lucie Press, acquired in January 1997, Auerbach and
MicroPatent (the 1997 Acquisitions) contributed $8.3 million of revenues in
1997. Additionally, international book sales increased by $3.6 million,
primarily due to an initial stocking order received from a new international
distributor. These increases were partially offset by reduced revenues of $4.0
million related to the Adjustments and other decreases of $1.9 million, due
primarily to lower domestic book sales.

         COST OF SALES. Cost of sales increased $2.2 million, or 24.1%, to $11.5
million from $9.3 million. The 1997 Acquisitions contributed $2.4 million to
cost of sales in 1997. The Adjustments caused an increase of $0.4 million and,
as a result, increased cost of sales as a percentage of revenues. These
increases were partially offset by reduced costs of $0.6 million, primarily due
to a decrease in book production costs. Excluding the Adjustments, cost of sales
as a percentage of revenues decreased from 32.1% to 28.5% due primarily to lower
amortization of plant costs, as well as reductions in printing and binding costs
as a percentage of revenues.

         OPERATING EXPENSES. Operating expenses decreased $1.6 million, or 5.5%,
to $28.0 million from $29.6 million due to an impairment of intangible assets of
$10.7 million recorded in 1996 and a reduction in selling, general and
administrative expenses of $2.1 million, primarily related to lower wages, rent
and fulfillment costs. These decreases were partially offset by expenses of $5.7
million from the 1997 Acquisitions, expenses of $3.6 million related to the
Adjustments and an increase of $1.9 million related to amortization of
intangible assets.

         OPERATING INCOME/LOSS. The operating loss decreased $5.4 million or
53.7%, to ($4.7) million from ($10.1) million due to operating income (excluding
the amortization of intangible assets) from the 1997 Acquisitions of $0.6
million, an improvement in operating income of $4.0 million and an increase of
$10.7 million due to the impairment of intangibles recorded in 1996. These
increases were offset in part by an $8.0 million decrease resulting from the
Adjustments and a decrease of $1.9 million from higher amortization of
intangible assets.


                                      -14-
<PAGE>

         INTEREST EXPENSE. Interest expense decreased by $0.9 million, or 87.5%,
to $0.1 million from $1.0 million due to reduced long-term obligations of CRC
Press, which had previous borrowings from its parent, The Times Mirror Company.

         NET LOSS. The net loss decreased $6.3 million, or 56.3%, to ($4.9)
million from ($11.2) million due to the operating income changes described
above, decreased interest expense and a decrease in income tax expense of $0.2
million.

FINANCIAL CONDITION

     Prior to August 1998, the financing requirements of the Company have been
funded through cash generated by operating activities and capital contributions
from the Initial Stockholders. In August 1998, the Company completed an initial
public offering of its common stock to raise funds.

     Cash and cash equivalents totaled $57.3 million at December 31, 1998
compared to $10.3 million at December 31, 1997. Excluding cash and cash
equivalents, the Company had working capital of $.2 million at December 31, 1998
compared to a working capital deficit of $(5.8) million at December 31, 1997.
Since the Company receives subscription payments in advance, the Company's
existing operations are expected to maintain very low or negative working
capital balances, excluding cash. Deferred subscription revenues, a non-cash
obligation included in current liabilities, totaled $8.5 million at December 31,
1998.

     Cash generated by operating activities was $5.9 million for fiscal year
ended December 31, 1998, derived from net income of $4.8 million plus non-cash
charges of $7.1 million less an increase in operating assets, net of liabilities
of $6.0 million. This increase in operating assets and liabilities includes
payments of $2.4 million associated with the Adjustments.

     Cash used by investing activities was $7.9 million for the fiscal year 
ended December 31, 1998 due to capital expenditures, including pre-publication
costs of $3.7 million and acquisition costs of $4.2 million. Excluding
acquisitions of businesses and titles, the Company's existing operations are not
capital intensive.

     Cash provided by financing activities was $49.0 million for the fiscal year
ended December 31, 1998, including net proceeds from the initial public offering
of $51.2 million and repayments of debt obligations of $2.2 million. The Company
has no debt obligations as of December 31, 1998, other than approximately $3.0
million in capitalized lease obligations. The Company currently does not
maintain a working capital credit facility but believes that, if needed, one
would be available at market rates.

     The Company believes that net cash provided by operations, together with
cash on hand and other available sources of funds, will be sufficient to fund
the cash requirements of its existing operations. Excluding acquisition
activity, the Company does not expect to use the proceeds of the initial public
offering to fund operations. The Company currently has no commitments for
material capital expenditures. However, future operating requirements and
capital needs will be subject to economic conditions and other factors, many of
which are beyond the Company's control.

     The Company will continue to use the remaining net proceeds from the
initial public offering for general corporate purposes including acquisitions.
Pending such uses, the remaining net proceeds will be invested in short-term,
investment grade securities. The Company does not have any agreements,
arrangements or understandings with respect to any prospective material
acquisitions.


                                      -15-
<PAGE>

SEASONALITY

         The Company's business is somewhat seasonal, with revenues typically
reaching slightly higher levels during the third and fourth quarters of each
calendar year, based on historical publication schedules. In 1998, 30% of the
Company's revenues were generated during the fourth quarter with the first,
second and third quarters accounting for 23%, 22% and 25% of revenues,
respectively. Excluding a large one time order received in the first quarter of
1997, pro forma revenues in 1997 for the first through fourth quarters were 22%,
25%, 27% and 26%, respectively. In addition, the Company may experience
fluctuations in revenues from period to period based on the timing of
acquisitions and new product launches.

IMPACT OF NEW ACCOUNTING PRONOUNCEMENTS

         In February of 1998, the FASB issued SFAS No. 132; "Employer's
Disclosures about Pensions and Other Postretirement Benefits," which requires
additional disclosures relating to a company's pension and postretirement
benefit plans for fiscal years beginning after December 15, 1998. Additionally
in June of 1998, SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," which establishes accounting and reporting standards for
derivative instruments and for hedging activities was issued for all fiscal
quarters of fiscal years beginning after June 15,1999. In the opinion of the
Company's management, adoption of these new accounting standards will not result
in any change in the Company's disclosure requirements nor will they have any
impact on the Company's consolidated financial position or results of
operations.

YEAR 2000 COMPLIANCE

       The Year 2000 issue is the result of computer systems that use two digits
rather than four to define the applicable year, which may prevent such systems
from accurately processing dates ending in the year 2000 and after. This could
result in system failures or in miscalculations causing disruption of
operations, including, but not limited to, an inability to process transactions,
to send and receive electronic data, or to engage in routine business activities
and operations.

       The Company has completed its assessment of all currently used computer
systems and has begun a plan of action to correct those areas that will be
affected by the Year 2000 issue. As of December 31, 1998, conversion of all
critical data processing systems has been completed. Upon completion, the
Company expects the cost for all upgrades to be between $100,000 and $200,000.
The Company anticipates the conversions of non-critical systems to be completed
by mid-1999. The estimate includes internal costs, but excludes the costs to
upgrade and replace systems in the normal course of business.

       In fiscal 1998, the Company began an evaluation of the environmental
equipment, telephones, personal computer hardware and software outside of the
Company's information systems. The Company's goal is to complete any upgrade
requirements by the end of fiscal 1999, but does not expect that the cost for
subsequent upgrades will be material to the Company's consolidated financial
statements.

       In addition to reviewing its internal systems, the Company has contacted
its significant vendors to initiate communications concerning Year 2000
compliance. There can be no assurance that the systems of other companies that
interact with the Company will be sufficiently Year 2000 compliant so as to
avoid an adverse impact on the Company's operations, financial condition and
results of operations.


                                      -16-
<PAGE>

       The Company presently anticipates that it will complete its Year 2000
remediation by the end of fiscal 1999. However, there can be no assurance that
the Company will be successful in implementing its Year 2000 remediation plan
according to the anticipated schedule. If the Company does not complete
implementation of its remediation plan prior to January 1, 2000, the Company's
operations and financial condition could be negatively impacted, perhaps
significantly, by the failure of its information systems. In addition, the
Company may be adversely affected by the inability of other companies whose
systems interact with the Company to become Year 2000 compliant, including the
potential interruptions of utility, communication or transportation systems as
result of Year 2000 issues.

       Although the Company expects its internal systems to be Year 2000
compliant as described above, the Company intends to prepare a contingency plan
that will specify what it plans to do if it or important external companies are
not Year 2000 compliant in a timely manner. The Company expects to prepare its
contingency plan during the first half of fiscal year 1999.

         The Year 2000 disclosure set forth above is a "year 2000 statement" as
defined in the Year 2000 Information and Readiness Disclosure Act of 1998 (the
"Year 2000 Act") and, to the extent the disclosure related to year 2000
processing of the Company or to products or services offered by the Company, is
also a "year 2000 readiness disclosure" as defined in the Year 2000 Act.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

         None.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Reference is made to the financial statements, the report thereon, the
notes thereto, and supplementary data commencing at page F-1 of this Annual
Report on Form 10-K which financial statements, report, notes, and data are
incorporated herein by reference.

                   QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The following is a summary of the quarterly results of operations for the years
ended December 31, 1998 and 1997, respectively (in thousands, except per share
data):

<TABLE>
<CAPTION>
                                                 QUARTER ENDED      
                               -----------------------------------------------
1998 (1)                       MARCH 31     JUNE 30  SEPTEMBER 30  DECEMBER 31         YEAR
<S>                             <C>        <C>           <C>          <C>          <C>     
Revenues ...................    $10,728    $ 10,345      $ 11,511     $ 14,067     $ 46,651
Gross profit ...............      7,870       7,827         8,759       10,488       34,944
Net income .................        601         182           824        3,178        4,785
Per common share amounts:                            
(basic and diluted)                                  
Net income .................    $    --    $     --      $     --     $   0.19     $     --
                                                     
Pro-forma income data:                               
Pro-forma net income .......        601         182           824                     4,785
Pro-forma earnings per share    $  0.04    $   0.01      $   0.05                  $   0.28
</TABLE>


                                      -17-
<PAGE>

<TABLE>
<CAPTION>
                                                 QUARTER ENDED      
                               -----------------------------------------------
1997 (1)                       MARCH 31     JUNE 30  SEPTEMBER 30  DECEMBER 31         YEAR
<S>                             <C>        <C>           <C>          <C>          <C>     
Revenues ...................    $ 8,698    $  7,145      $  9,623     $  9,403     $ 34,869
Gross profit ...............      6,030       4,950         6,280        6,117       23,377
Net income .................         39        (728)       (2,324)      (1,898)      (4,911)
                                                     
Pro-forma income data:                               
Pro-forma net income(loss) .         39        (728)       (2,324)      (1,898)      (4,911)
Pro-forma loss per share ...    $    --    $  (0.04)     $  (0.14)    $  (0.11)    $  (0.29)
</TABLE>

(1) The Adjustments as described in note (1) Item 6. SELECTED HISTORICAL
FINANCIAL DATA reduced revenues in the quarters ended March 31, 1997 through
March 31, 1998 by $693, $694, $1,315, $1,315 and $54, respectively. The
Adjustments increased expenses in the quarters ended March 31, 1997 through
September 30, 1998 by $1,968, $415, $1,015, $615, $151, $107 and $814,
respectively.

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

         None.


                                      -18-
<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

       The information relating to the identification, business experience and
directorships of each director and nominee for director of IHI and the
information relating to the identification and business experience of IHI's
executive officers, required by Item 401 of Regulation S-K, will be presented in
the sections entitled "Election of Directors - Nominees for Director" and
"Executive Officers" of IHI's definitive proxy statement for the Annual Meeting
of Stockholders for fiscal 1998, and is hereby incorporated by reference. If the
definitive proxy statement for the 1998 annual meeting is not filed with the
Securities and Exchange Commission within 120 days of the end of IHI's 1998
fiscal year, IHI will amend this Annual Report and include such information in
the amendment.

ITEM 11. EXECUTIVE COMPENSATION

       The information relating to the cash compensation of directors and
officers required by Item 402 of Regulation S-K will be presented in the
sections entitled "The Board of Directors and Its Committees-Compensation of
Directors" and "Executive Officers - Compensation" of IHI's definitive proxy
statement for the Annual Meeting of Stockholders for fiscal 1998 and is hereby
incorporated by reference. If the definitive proxy statement for the 1998 annual
meeting is not filed with the Securities and Exchange Commission within 120 days
of the end of IHI's 1998 fiscal year, IHI will amend this Annual Report and
include such information in the amendment.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

       The information relating to security ownership required by Item 403 of
Regulation S-K will be presented in the section entitled "Security Ownership of
Certain Beneficial Owners and Management" of IHI's definitive proxy statement
for the Annual Meeting of Stockholders for fiscal 1998 and is hereby
incorporated by reference. If the definitive proxy statement for the 1998 annual
meeting is not filed with the Securities and Exchange Commission within 120 days
of the end of IHI's 1998 fiscal year, IHI will amend this Annual Report and
include such information in the amendment.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

       The information relating to certain relationships and transactions
required by Item 404 of Regulation S-K will be presented in the section "Certain
Relationships and Related Transactions" of IHI's definitive proxy statement for
the Annual Meeting of Stockholders for fiscal 1998 and is hereby incorporated by
reference. If the definitive proxy statement for the 1998 annual meeting is not
filed with the Securities and Exchange Commission within 120 days of the end of
IHI's 1998 fiscal year, IHI will amend this Annual Report and include such
information in the amendment.


                                      -19-
<PAGE>

                                     PART IV

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

       (a)   Financial Statements
                                                                     Page

       Independent Auditors' Reports                                  F-1

       Consolidated Balance Sheets,
         December 31, 1998 and 1997                                   F-3

       Consolidated Statements of Operations,
         Years Ended December 31, 1998, 1997 and 1996                 F-4

       Consolidated Statements of Stockholders'/Member' Equity,
         Years Ended December 31, 1998, 1997 and 1996                 F-5

       Consolidated Statements of Cash Flows,
         Years Ended December 31, 1998, 1997 and 1996                 F-6

       Notes to Consolidated Financial Statements                 F-7 to F-19

All schedules of the Registrant for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions, are inapplicable, or have been
disclosed in the Notes to Consolidated Financial Statements and, therefore, have
been omitted.

         (b)    Reports on Form 8-K.
                NONE.

         (c)    Exhibits

EXHIBITS

NO.             DESCRIPTION

3.1             Certificate of Incorporation*

3.2             Bylaws*

4.1             Specimen Common Stock Certificate*

4.2             Registration Rights Agreement among the Company, Warburg, Pincus
                Ventures, L.P., and Mason P. Slaine

10.1            Employment Agreement, dated as of December 31, 1996, between
                Information Ventures LLC and Mason P. Slaine*

10.2            Employment Agreement, dated as of January 19, 1998, between
                Information Ventures LLC and Vincent A. Chippari*

10.3            Employment Agreement, dated as of June 10, 1998, between CRC
                Press LLC and Dennis Buda*

10.4            1998 Stock Option Plan of the Company

10.5            Asset Purchase Agreement, dated as of December 4, 1996, among
                The Times Mirror Company, CRC Press, Inc. and Information
                Ventures LLC*


                                      -20-
<PAGE>

10.6            Asset Purchase Agreement, dated as of January 8, 1997, among St.
                Lucie Press, Inc., St. Lucie Press (U.K.) Ltd. and CRC Press
                LLC*

10.7            Asset Purchase Agreement, dated as of June 5, 1997, among
                Thomson Information Services Inc., Thomson Licensing Corporation
                and CRC Press LLC*

10.8            Asset Purchase Agreement, dated as of July 2, 1997, among
                MicroPatent, Opus Publications, Inc., Dorinda Developments,
                Inc., Susan Severtson, Robert Aselson and MicroPatent LLC*

10.9            Lease Agreement, dated December 1, 1980, between CRC Press, Inc.
                and Starkoff Associates*

10.10           Modification and Extension of Leases, dated January 1, 1994,
                between CRC Press, Inc. and Starkoff Associates*

10.11           Lease Agreement, dated March 1, 1998, between R.P. Realty
                Company and MicroPatent LLC*

21.1            List of subsidiaries of the Company*

23.1            Consent of Ernst & Young LLP

23.2            Consent of Ernst & Young LLP

27.1            Financial Data Schedule


----------
*        Incorporated herein by reference to the Company's Registration
         Statement on Form S-1, Registration No. 333-56665.


                                      -21-
<PAGE>

            IMPORTANT FACTORS RELATING TO FORWARD-LOOKING STATEMENTS

         The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements so long as those statements are
identified as forward-looking and are accompanied by meaningful cautionary
statements identifying important factors that could cause actual results to
differ materially from those projected in such statements. In connection with
certain forward-looking statements contained in this Form 10-K and those that
may be made in the future by or on behalf of the Company, the Company notes that
there are various factors that could cause actual results to differ materially
from those set forth in any such forward-looking statements. The forward-looking
statements contained in this Form 10-K were prepared by management and are
qualified by, and subject to, significant business, economic, competitive,
regulatory and other uncertainties and contingencies, all of which are difficult
or impossible to predict and many of which are beyond the control of the
Company. Factors which could cause or contribute to such differences include,
but are not limited to: (1) the ability of the Company to consummate
acquisitions, integrate such acquisitions into existing operations, manage
expansion, achieve operating efficiencies and control costs in its operations;
(2) the Company's success in retaining key employees, including its CEO and CFO
and the senior management teams of its primary operating units; (3) delays in
the use of the remaining proceeds from the Company's initial public offering;
(4) pressures from competitors with greater resources than those of the Company,
as well as competitive pressures arising from changes in technology and customer
requirements; (5) the availability of raw intellectual property information from
alternative sources for little or no cost; (6) disruptions to operations
resulting from year 2000 issues that might originate with third parties and (7)
the concentration of ownership among the Initial Stockholders, who have the
ability to control the Company, including the election of directors and the
direction of the affairs and operations of the business. Accordingly, there can
be no assurance that the forward-looking statements contained in this Form 10-K
will be realized or that actual results will not be significantly higher or
lower. The statements have not been audited by, examined by, compiled by or
subjected to agreed-upon procedures by independent accountants, and no
third-party has independently verified or reviewed such statements. Readers of
this Form 10-K should consider these facts in evaluating the information
contained herein. In addition, the business and operations of the Company are
subject to substantial risks which increase the uncertainty inherent in the
forward-looking statements contained in this Form 10-K. The inclusion of the
forward-looking statements contained in this Form 10-K should not be regarded as
a representation by the Company or any other person that the forward-looking
statements contained in this Form 10-K will be achieved. In light of the
foregoing, readers of this Form 10-K are cautioned not to place undue reliance
on the forward-looking statements contained herein. These risks and others that
are detailed in this Form 10-K and other documents that the Company files from
time to time with the Securities and Exchange Commission, including quarterly
reports on Form 10-Q and any current reports on Form 8-K must be considered by
any investor or potential investor of the Company.


                                      -22-
<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.

                           INFORMATION HOLDINGS INC.


         By:               /s/ VINCENT A. CHIPPARI     
                           -----------------------------
                           Vincent A. Chippari, Executive Vice President
                             and Chief Financial Officer

         Date:      March 29, 1999

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:


     /s/ MASON P. SLAINE                       /s/ VINCENT A. CHIPPARI          
     ---------------------------------         ---------------------------------
     Mason P. Slaine                           Vincent A. Chippari
     President, Chief Executive Officer and    Executive Vice President and
     Director                                  Chief Financial Officer
     (Principal Executive Officer)             (Principal Financial and
     March 29, 1999                            Accounting Officer)
                                               March 29, 1999


     /s/ MICHAEL E. DANZIGER                   /s/ DAVID R. HAAS                
     ---------------------------------         ---------------------------------
     Michael E. Danziger                       David R. Haas
     Director                                  Director
     March 29, 1999                            March 29, 1999


     /s/ SIDNEY LAPIDUS                        /s/ DAVID E. LIBOWITZ            
     ---------------------------------         ---------------------------------
     Sidney Lapidus                            David E. Libowitz
     Director                                  Director
     March 29, 1999                            March 29, 1999


                                      -23-
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS

Stockholders and Board of Directors
Information Holdings Inc.

We have audited the accompanying consolidated balance sheets of Information
Holdings Inc. and subsidiaries as of December 31, 1998 and 1997 and the related
consolidated statements of operations, stockholders'/members' equity, and cash
flows for each of the two years in the period ended December 31, 1998. 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 consolidated financial position of
Information Holdings Inc. and subsidiaries at December 31, 1998 and 1997, and
the consolidated results of its operations and its cash flows for each of the
two years in the period ended December 31, 1998, in conformity with generally
accepted accounting principles.


New York, New York
March 3, 1999                                           ERNST & YOUNG LLP


                                      F-1
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Stockholders and Board of Directors
CRC Press, Inc.

We have audited the accompanying statements of operations, stockholders' 
equity, and cash flows of CRC Press, Inc. 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 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 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 its operations and its cash flows for the
year ended December 31, 1996, in conformity with generally accepted accounting
principles.


West Palm Beach, Florida
May 29, 1998                                               ERNST & YOUNG LLP


                                      F-2
<PAGE>

                            INFORMATION HOLDINGS INC.

                           CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                       DECEMBER 31  DECEMBER 31
                                                                              1998         1997
<S>                                                                      <C>           <C>     
ASSETS

CURRENT ASSETS:
     Cash and cash equivalents                                           $  57,270     $ 10,280
     Accounts receivable  (NET OF ALLOWANCE FOR DOUBTFUL ACCOUNTS AND
         SALES RETURNS OF $911 AND $803, RESPECTIVELY)                       9,286        4,968
     Inventories                                                             4,832        3,803
     Prepaid expenses and other current assets                               1,945        1,466
     Deferred income taxes                                                     777           --
                                                                         ---------     --------
         Total current assets                                               74,110       20,517
Property and equipment - net                                                 4,173        4,041
Pre-publication costs (NET OF ACCUMULATED AMORTIZATION OF $2,350 AND
     $2,313, RESPECTIVELY)                                                   3,474        3,289
Publishing rights and other intangible assets, net                          21,601       21,519
Other assets                                                                 1,369          826
Deferred income taxes                                                           64           27
                                                                         ---------     --------
TOTAL                                                                    $ 104,791     $ 50,219
                                                                         =========     ========

LIABILITIES AND STOCKHOLDERS'/MEMBERS' EQUITY

CURRENT LIABILITIES:
     Current portion of capitalized lease obligations                    $     261     $    233
     Accounts payable                                                        4,074        2,950
     Accrued expenses                                                        1,821        3,511
     Royalties payable                                                       1,935        1,749
     Deferred subscription revenue                                           8,530        7,582
                                                                         ---------     --------
         Total current liabilities                                          16,621       16,025

Capital leases                                                               2,694        2,955
Long-term debt                                                                  --        2,000
Other long-term liabilities                                                    683          683
                                                                         ---------     --------
         Total liabilities                                                  19,998       21,663
                                                                         ---------     --------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS'/MEMBERS' EQUITY:
     Members' equity                                                     $      --     $ 33,467
     Preferred stock, $.01 par value; 1,000,000 shares
     authorized; none issued                                                    --           --
     Common stock, $.01 par value; 50,000,000 shares
     authorized; 16,943,189 issued and outstanding                             169           --
     Additional paid-in capital                                             84,750           --
     Accumulated deficit                                                      (126)      (4,911)
                                                                         ---------     --------
         Total stockholders'/members' equity                                84,793       28,556
                                                                         ---------     --------

TOTAL                                                                    $ 104,791     $ 50,219
                                                                         =========     ========
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                      F-3
<PAGE>

                            INFORMATION HOLDINGS INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                             YEARS ENDED DECEMBER 31
                        (IN THOUSANDS EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                  1998             1997           1996
                                                                                               CRC PRESS
                                                                                             PREDECESSOR
                                                                                                 COMPANY
<S>                                                           <C>              <C>              <C>     
Revenues                                                      $     46,651     $     34,869     $ 28,852

Cost of sales                                                       11,707           11,492        9,262
                                                              ------------     ------------     --------

Gross profit                                                        34,944           23,377       19,590
                                                              ------------     ------------     --------

Operating Expenses:

   Selling, general and administrative                              24,871           20,918       17,295

   Depreciation and amortization                                     5,313            3,909        1,706

   Severance and special bonuses                                     1,050            3,213           --

   Impairment of long-lived assets                                      --               --       10,666
                                                              ------------     ------------     --------

     Total operating expenses                                       31,234           28,040       29,667
                                                              ------------     ------------     --------

Income (loss) from operations                                        3,710           (4,663)     (10,077)
                                                              ------------     ------------     --------

Other income (expense):

   Interest income                                                   1,444              152           --

   Interest expense                                                   (327)            (282)      (1,036)

   Other income (expense)                                               --             (115)          47
                                                              ------------     ------------     --------

Income (loss) before income taxes                                    4,827           (4,908)     (11,066)

Provision for income taxes                                              42                3          170
                                                              ------------     ------------     --------

Net income (loss)                                             $      4,785     $     (4,911)    $(11,236)
                                                              ============     ============     ========

Pro forma data (Unaudited):

   Income (loss) before income taxes, as reported             $      4,827     $     (4,908)

   Pro forma income taxes                                               42                3
                                                              ------------     ------------

   Pro forma net income (loss)                                $      4,785     $     (4,911)
                                                              ============     ============

   Pro forma basic and diluted net income (loss) per share    $       0.28     $      (0.29)
                                                              ============     ============

   Pro forma weighted average common shares outstanding         16,943,189       16,943,189
                                                              ============     ============
</TABLE>

   SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                      F-4
<PAGE>

                            INFORMATION HOLDINGS INC.

            CONSOLIDATED STATEMENTS OF STOCKHOLDERS'/MEMBERS' EQUITY
                             YEARS ENDED DECEMBER 31
                        (IN THOUSANDS EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                            COMMON STOCK
                                       ----------------------     ADDITIONAL
                                       NUMBER OF                   PAID-IN     ACCUMULATED   MEMBERS'
INFORMATION HOLDINGS INC.               SHARES         AMOUNT      CAPITAL       DEFICIT      EQUITY        TOTAL
<S>                                     <C>          <C>          <C>           <C>          <C>          <C>      

Balance at January 1, 1997                       -   $       -    $       -     $      -     $     -      $       -

Capital contributions                                                                          33,467        33,467
Net loss                                                                          (4,911)                    (4,911)
                                        ----------   ---------    ---------     ---------    --------     ----------

Balance at December 31,1997                      -           -            -       (4,911)      33,467        28,556

Exchange                                12,200,000         122       33,356                   (33,478)            -
Initial public offering                  4,722,356          47       51,144                                  51,191
Issuance of common stock -
  to an employee                            20,833                      250                                     250
Capital contribution                                                                               11            11
Net income                                                                         4,785                      4,785
                                        ----------   ---------    ---------     ---------    --------     ---------
Balance at December 31,1998             16,943,189   $     169    $  84,750     $   (126)    $      -     $  84,793
                                        ==========   =========    =========     =========    ========     =========
</TABLE>

================================================================================

<TABLE>
<CAPTION>
CRC                                            ADDITIONAL
PRESS                               COMMON        PAID-IN     ACCUMULATED
PREDECESSOR COMPANY                  STOCK        CAPITAL         DEFICIT         TOTAL
<S>                                <C>          <C>           <C>            <C>       
Balance at January 1, 1996         $     4      $  29,069     $  (12,056)    $   17,017

Capital contribution                                   37                            37
Net loss                                                         (11,236)      (11,236)
                                   -------       --------     ----------      ---------

Balance at December 31, 1996       $     4       $ 29,106     $  (23,292)     $   5,818
                                   =======       ========     ===========     =========
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                      F-5
<PAGE>

                            INFORMATION HOLDINGS INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             YEARS ENDED DECEMBER 31
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                            1998             1997              1996
                                                                                                          CRC PRESS
                                                                                                        PREDECESSOR
                                                                                                            COMPANY
<S>                                                                   <C>              <C>               <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                                $    4,785       $   (4,911)       $  (11,236)
     Adjustments to reconcile net income (loss) to
     net cash provided by operating activities:
         Impairment write-down of long-lived assets                            -                -            10,666
         Depreciation                                                      1,192              836               541
         Amortization of intangibles                                       4,121            3,073             1,165
         Amortization of pre-publication costs                             2,413            2,313             3,064
         Deferred income taxes                                              (814)             (27)              170
         Other                                                               250              400              (371)
         Changes in operating assets and liabilities:
              Accounts receivable - net                                   (4,318)            (908)           (1,879)
              Inventories                                                 (1,237)             785            (1,332)
              Prepaid expenses and other assets                             (479)            (807)              405
              Accounts payable and accrued expenses                         (566)           2,779              (124)
              Royalties payable                                              186              843               (73)
              Deferred revenue                                               948            3,807               451
              Other - net                                                   (543)             387               801
                                                                      -----------      ----------        ----------
     Net Cash Provided by Operating Activities                             5,938            8,570             2,248 
                                                                      ----------       ----------        -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Proceeds from sale of property, plant and equipment                       2               11                 -
     Pre-publication costs                                                (2,390)          (1,654)           (3,641)
     Acquisitions of business titles                                      (4,202)         (30,778)                -
     Purchases of property and equipment                                  (1,327)          (1,163)             (387)
                                                                      -----------      -----------       -----------
         Net Cash Used in Investing Activities                            (7,917)         (33,584)           (4,028)
                                                                      -----------      -----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net (repayments)borrowings under revolving credit facility           (2,000)           2,000                 -
     Advances/contributions from Times Mirror                                  -                -             2,307
     Net repayments under capital leases                                    (233)            (173)             (166)
     Issuance of common stock in public offering                          51,191                -                 -
     Capital contributions                                                    11           33,467                 -
                                                                      ----------       ----------        ----------
         Net Cash Provided by Financing Activities                        48,969           35,294             2,141
                                                                      ----------       ----------        ----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                 46,990           10,280               361

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                              10,280                -               664
                                                                      ----------       ----------        ----------
CASH AND CASH EQUIVALENTS, END OF YEAR                                $   57,270       $   10,280        $    1,025
                                                                      ==========       ==========        ==========

SUPPLEMENTAL DISCLOSURE:
     Income taxes paid                                                $      187       $       49        $      974
                                                                      ==========       ==========        ==========
     Interest paid                                                    $      340       $      244        $    1,035
                                                                      ==========       ==========        ==========
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                      F-6
<PAGE>

                            INFORMATION HOLDINGS INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Information Ventures LLC (IV), a wholly owned subsidiary of Information Holdings
Inc. (IHI), was formed on December 2, 1996 to create and build an information
and publishing business. IV functions as a holding company and, through its
wholly owned subsidiaries - CRC Press LLC and MicroPatent LLC, publishes
information in print and electronic media in the fields of science, technology,
business, environmental science, intellectual property, and certain related
disciplines. Products are distributed on a worldwide basis, and IV has operating
offices in the United States and in Europe. Prior to IV's initial acquisition,
which occurred effective as of January 1, 1997, IV had no operations or assets.

On August 12, 1998, the members of IV contributed all of their direct and
indirect equity interests to IHI, a newly formed Delaware corporation, in
exchange for 12,200,000 shares of common stock of IHI representing 100% of the
initial outstanding equity interests (the Exchange).

Effective August 12, 1998, IHI sold 4,250,000 additional shares of common 
stock in an initial public offering at $12.00 per share. Subsequently, the 
underwriters exercised an option and purchased an additional 472,356 shares 
at $12.00 per share. Net proceeds, after deducting underwriting discounts and 
expenses, of approximately $51,200,000 are available for general corporate 
purposes, including acquisitions. IHI, together with IV and its subsidiaries 
are referred to as (the Company).

The consolidated financial statements presented as of and for the years ended
December 31, 1998 and 1997 include the accounts of IHI and subsidiaries, all of
which are wholly owned. Because IHI had no business operations prior to the
Exchange, the balance sheet and statement of operations for IHI for periods
prior to August 12, 1998 are not included herein. The balance sheet for the year
ended December 31,1997 and statements of operations for the period January 1,
1997 to August 12, 1998 and for the twelve months ended December 31,1997 include
the accounts of IV and its subsidiaries. All significant intercompany accounts
and transactions have been eliminated in consolidation. All acquisitions have
been accounted for using the purchase method of accounting, and operating
results have been included from the respective dates of acquisition.

The financial statements of CRC Press, Inc. are included herein for the 
twelve months ended December 31,1996 as the predecessor company (the 
Predecessor). CRC Press, Inc. a wholly owned subsidiary of The Times Mirror 
Company, was subsequently purchased by IV on January 10, 1997, effectively as 
January 1,1997, for cash consideration of $13,000,000.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CASH EQUIVALENTS - The Company considers all highly liquid investments with
maturities of three months or less to be cash equivalents. The cost of these
investments is equal to fair market value.


                                      F-7
<PAGE>

ACCOUNTS RECEIVABLE - The changes in the allowance for doubtful accounts
receivable and sales returns consist of the following (in thousands):

<TABLE>
<CAPTION>
                                                                YEARS ENDED DECEMBER 31    
                                                   ----------------------------------------------
                                                         1998              1997             1996
                                                                                       CRC PRESS
                                                                                     PREDECESSOR
                                                                                         COMPANY
<S>                                                <C>               <C>              <C>       
     Allowance, beginning of year                  $      803        $        -       $    4,281

     Provision for uncollectible accounts                 253             1,049              207
      and returns

     Write-off of uncollectible accounts
       and deductions from reserves                      (145)             (246)          (1,509)
                                                   ----------        ----------       -----------

     Allowance, end of year                        $      911        $      803       $    2,979
                                                   ==========        ==========       ==========
</TABLE>

INVENTORIES - Inventories are stated at the lower of cost (first-in, first-out
method) or market. Inventories at December 31, 1998 and 1997 consist solely of
finished goods. The vast majority of inventories are books, which are reviewed
periodically on a title-by-title basis for salability. The cost of inventory
determined to be impaired is charged to income in the period of determination.

DIRECT MAIL COSTS - Direct mail costs are expensed upon mailing. Direct mail
expense was approximately $6,460,000, $6,119,000, and $3,596,000 for the years
ended December 31, 1998, 1997 and 1996, respectively. Direct mail related costs
of approximately $529,000 and $418,000 were included in prepaid expenses and
other current assets at December 31, 1998 and 1997, respectively.

PROPERTY AND EQUIPMENT - Depreciation is provided using the straight-line method
over the following estimated useful lives:

     Furniture and equipment                                             5 years
     Computer equipment                                                  3 years
     Leasehold improvements                 Shorter of useful life or lease term
     Property under capital leases                                 Life of lease

PRE-PUBLICATION COSTS - Certain expenses related to books, primarily comprised
of design and other pre-production costs, are deferred and charged to expense
over the estimated product life. These costs are primarily amortized over a
four-year period following release of the applicable book, using an accelerated
amortization method. During 1998, the Company removed from its Balance Sheet
fully amortized Pre-publication costs with a cost of approximately $2,106,000.

PUBLISHING RIGHTS AND OTHER INTANGIBLES - Publishing rights consist primarily of
publication agreements, subscriber lists, trademarks and related assets and are
amortized using the straight-line method over their estimated useful lives
ranging from 3-20 years. Non-compete agreements arising from acquisitions are
amortized using the straight-line basis over the contractual term, currently 3
years. Goodwill consists of the excess of cost over the value of identifiable
net assets of businesses acquired and is being amortized on a straight-line
basis over their estimated useful lives of 20 years.


                                      F-8
<PAGE>

IMPAIRMENT OF LONG-LIVED ASSETS - The Company evaluates the recoverability of
long-lived assets not held for sale by measuring the carrying amount of the
assets against the estimated undiscounted future cash flows associated with
them. Based on these evaluations, there were no adjustments to the carrying
value on long-lived assets in fiscal 1998 and 1997. Based on the January 10,
1997 purchase of CRC Press' net assets from Times Mirror, CRC Press determined
that goodwill had been impaired and recorded an impairment charge of
approximately $10,666,000.

REVENUE RECOGNITION - Revenues from books and the related cost of sales are
recognized when the product is shipped to the customer. For products sold with
the right of return, revenue is recognized net of a provision for estimated
returns. Subscription payments received are deferred and recognized as revenue
in the period in which the product is shipped.

DEFERRED REVENUE - In connection with the acquisition of companies, it is the
Company's policy to record deferred revenue at the cost to fulfill rather than
based on the subscription payments received.

INCOME TAXES - As a result of the Exchange discussed in Note 1, the Company
became subject to Federal and state income taxes. Prior to that time the Company
was a limited liability company (LLC) and was treated as a partnership for
Federal and most state income taxes. However, in those periods the Company was
still liable for income taxes in certain states and thus a provision for those
state income taxes was reflected on the statement of operations.

Deferred tax assets and liabilities are determined based upon differences
between financial reporting and tax bases of assets and liabilities and are
measured using the enacted tax rates and laws that are expected to be in effect
when the differences are expected to reverse. Recognition of deferred tax assets
is limited to amounts considered by management to be more likely than not of
realization in future periods.

STOCK-BASED COMPENSATION - The Company accounts for its stock based compensation
arrangements under the provisions of Accounting Principles Board (APB) Opinion
No. 25, "Accounting for Stock Issued to Employees" and the disclosure-only
provisions of Statement of Financial Accounting Standards (SFAS) No. 123,
"Accounting for Stock-Based Compensations." Since stock options will be granted
by the Company with exercise prices at or greater than the fair value of the
shares at the date of grant, no compensation expense will be recognized.

RECLASSIFICATIONS - Certain amounts in the fiscal 1997 financial statements have
been reclassified to conform with the 1998 financial statement presentation.

COMPUTATION OF EARNINGS PER COMMON SHARE - The Company adopted the provisions of
SFAS No. 128, "Earnings Per Share," in the fourth quarter of fiscal 1998. The
new standard requires dual presentation of basic and diluted earnings per share
for all periods for which an income statement is presented. Basic income per
common share is based on the weighted average outstanding common shares during
the respective period. Diluted income per share is based on the weighted average
outstanding common shares and the effect of all dilutive potential common
shares, such as stock options. For fiscal 1998 diluted shares had no impact on
the computation of earnings per common share. No historical earnings per share
data are presented, as the Company does not consider such data meaningful. The
pro forma earnings (loss) per share data presented were computed using
16,943,189 shares outstanding, which reflects all shares outstanding following
the initial public offering, as if such shares were outstanding since January 1,
1997.


                                      F-9
<PAGE>

ADOPTION OF NEW ACCOUNTING STANDARDS - Effective for the Company's fiscal 1998
financial statements, the Financial Accounting Standards Board (FASB) issued
SFAS No. 130, "Reporting Comprehensive Income," which requires disclosures of
comprehensive income and its components, as defined; and SFAS No. 131,
"Disclosures About Segments of an Enterprise and Related Information," which
requires certain financial and descriptive information about a company's
reportable operating statements. The Company adopted these statements and
determined that the new standards do not have any impact on the Company's
consolidated financial statements.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS - In February of 1998, the FASB
issued SFAS No. 132, "Employer's Disclosures about Pensions and Other
Postretirement Benefits," which requires additional disclosures relating to a
company's pension and postretirement benefit plans for fiscal years beginning
after December 15, 1998. Additionally in June of 1998, SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities," which establishes accounting
and reporting standards for derivative instruments and for hedging activities
was issued for all fiscal quarters of fiscal years beginning after June 15,1999.
In the opinion of the Company's management, adoption of these new accounting
standards will not result in any change in the Company's disclosure requirements
nor will they have any impact on the Company's consolidated financial position
or results of operations.

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.

3. ACQUISITIONS

On August 19, 1998, the Company acquired two product lines for cash
consideration of approximately $3,700,000: the Chapman & Hall list of
mathematics and statistics books and Chapman & Hall's electronic databases and
books in the chemistry field. The purchase price was allocated to net tangible
assets of $200,000 and publishing rights and other intangible assets of
$3,500,000.

On January 10, 1997, effectively as of January 1, 1997, the Company acquired the
net assets of CRC Press for cash consideration of $13,000,000. CRC Press
publishes information in print and electronic media for the global scientific,
professional and technical communities. The purchase price was allocated to net
tangible assets of $5,800,000 and publishing rights and other intangible assets
of $7,200,000.

On January 14, 1997, effectively as of January 1, 1997, the Company acquired the
net assets of St. Lucie Press for cash consideration of $2,600,000. St. Lucie
publishes business related books. The purchase price was allocated to net
tangible assets aggregating $600,000 and publishing rights and other intangibles
of $2,000,000.

On June 5, 1997, the Company acquired the net assets of Auerbach for cash
consideration of $8,000,000. Auerbach publishes information in print and
electronic media for the information technology market. The purchase price was
allocated to net liabilities assumed of $300,000, publishing rights and other
intangibles of $8,100,000, goodwill of $100,000 and noncompete agreements of
$100,000.

On July 2, 1997, effectively as of July 1, 1997, the Company acquired the net
assets of MicroPatent for cash consideration of $7,400,000. MicroPatent provides
information products and services for intellectual property professionals. The
purchase price was allocated to in process research and development costs of
$400,000 which were expensed in 1997, tangible net assets/(liabilities)
aggregating ($100,000) and publishing rights and other intangibles of
$7,100,000. 


                                      F-10
<PAGE>

In connection with the purchase of the above mentioned subsidiaries, the Company
has revalued the deferred subscription revenues based on cost to fulfill. As a
result, the deferred subscription revenues were reduced by $4,000,000 in fiscal
1997. Had the Company not made such revaluation, revenues and gross profit for
the year ended December 31, 1997 would have been higher by $4,000,000.

All acquisitions have been accounted for using the purchase method of accounting
and, accordingly, the results of their operations have been included in the
Company's results of operations from their respective dates of acquisition.

The pro-forma unaudited condensed consolidated result of operations for the year
ended December 31, 1997, assuming all the 1997 acquisitions were consummated as
of January 1, 1997, are as follows (in thousands except per share data):

<TABLE>
<CAPTION>
<S>                                                                    <C>     
Revenues                                                               $ 39,483
                                                                       ========

Net loss                                                               $ (7,872)
                                                                       ========

Loss per share                                                         $  (0.46)
                                                                       ========
</TABLE>

The pro-forma financial information is presented for informational purposes only
and is not necessarily indicative of the operating results that would have
occurred had the acquisitions been consummated as of the above dates, nor are
they necessarily indicative of future operating results.

4. PROPERTY AND EQUIPMENT

Property and equipment (at cost) consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                                     DECEMBER 31     DECEMBER 31
                                                            1998            1997
<S>                                                       <C>             <C>   
Buildings                                                 $2,344          $2,344
Furniture and equipment                                      858             467
Computer equipment                                         2,545           1,756
Leasehold improvements                                       476             310
                                                          ------          ------
                                                           6,223           4,877
Less accumulated depreciation                              2,050             836
                                                          ------          ------
                                                          $4,173          $4,041
                                                          ======          ======
</TABLE>

5. PUBLISHING RIGHTS AND OTHER INTANGIBLE ASSETS

Publishing rights and other intangible assets consisted of the following (in
thousands):

<TABLE>
<CAPTION>
                                                    DECEMBER 31      DECEMBER 31
                                                           1998             1997
<S>                                                     <C>              <C>    
Publishing rights                                       $25,479          $22,994
Trademarks                                                2,850            1,350
Goodwill                                                    348              148
Non-compete agreements                                      117              100
                                                        -------          -------
                                                         28,794           24,592
Less accumulated amortization                             7,193            3,073
                                                        -------          -------
                                                        $21,601          $21,519
                                                        =======          =======
</TABLE>

                                      F-11
<PAGE>

6. SEVERANCE AND SPECIAL BONUSES

In fiscal 1997, the Company recorded a pre-tax charge of approximately
$1,600,000 related primarily to the consolidation of certain functions and
reductions in the workforce. The charge was recorded in the first quarter of the
fiscal year. At December 31,1998 and 1997, accrued expenses included $0 and
$160,000, respectively, of severance costs associated this charge. The majority
of the cash outlays were made in the first half of fiscal 1997,with the balance
made in the first quarter of fiscal 1998.

Additionally in fiscal 1997, a subsidiary entered into an employment agreement
with an officer, which provided for contingent compensation arrangements until
January of 2000 based on the subsidiary's operating performance. The Company
also granted an officer of the Company a special bonus (payable in cash) related
to the formation of the Company and its initial acquisitions. As a result, the
amount recognized by the Company, as compensation expense under the two
arrangements was approximately $1,600,000 for fiscal 1997. Accrued expenses at
December 31,1997 included the full amount of this charge, which was subsequently
paid out in the first quarter of fiscal 1998. In conjunction with the initial
public offering, the employment agreement noted above was amended in August of
1998. The employee was granted $800,000 in cash and $250,000 in stock. The
Company recorded a pre-tax charge of $1,050,000 in the third quarter of 1998
related to this amendment. Accrued expenses at December 31,1998 included
$800,000 of costs related to this amendment, which was subsequently paid out in
January 1999.

7. DEBT

A subsidiary of the Company maintained a revolving line of credit (the Credit
Line) borrowing arrangement of $5,000,000 with State Street Bank, with varying
amounts of available credit expiring beginning in June of 2000. Interest on the
Credit Line was due quarterly in arrears at the London Interbank Offering Rate
(LIBOR) plus applicable margin ranging from 1.5% to 2.5%. In 1998 and 1997,
interest rates under this agreement ranged from 7.22% to 7.38%. At December
31,1997, the principal amount outstanding was $2,000,000 and the unused bank
line of credit amounted to $3,000,000. In April of 1998, all outstanding
balances were repaid in full and the Credit Line was subsequently cancelled by
the Company in July of 1998.

8. INCOME TAXES

The provision for income taxes consists of the following (in thousands):

<TABLE>
<CAPTION>
                                                  YEARS ENDED DECEMBER 31
                                          --------------------------------------
                                           1998            1997            1996
                                                                       CRC PRESS
                                                                     PREDECESSOR
                                                                         COMPANY
<S>                                       <C>             <C>             <C>   
Current:
  Federal                                 $ 663           $  --           $(313)
  State                                     220              30             (33)
Deferred:
  Federal                                  (634)             --             468
  State                                    (207)            (27)             48
                                          -----           -----           -----
                                          $  42           $   3           $ 170
                                          =====           =====           =====
</TABLE>


                                      F-12
<PAGE>

The following represents a reconciliation between the actual income tax
provision and income taxes computed by applying the statutory Federal income tax
rate (35%) to loss before income taxes:

<TABLE>
<CAPTION>
                                                                     DECEMBER 31
                                                                           1996
                                                                       CRC PRESS
                                                                     PREDECESSOR
                                                                         COMPANY
<S>                                                                     <C>     
Statutory rate                                                          $(3,873)
State and local taxes, net of Federal tax benefits                         (393)
Goodwill amortization not deductible for tax purposes                     4,198
Non-deductible permanent items                                               26
Other, net                                                                  212
                                                                        -------
                                                                        $   170
                                                                        =======
</TABLE>

9. PRO FORMA INCOME TAXES (UNAUDITED)

As discussed in Note 2, the Company was a LLC and was treated as a partnership
for Federal and most state income taxes. In connection with the offering, the
Company became subject to Federal and additional state income tax. The pro forma
provision for income taxes represents the income tax provisions that would have
been reported had the Company been subject to Federal and additional state
income taxes.

The Pro forma income tax provision consists of the following (in thousands):

<TABLE>
<CAPTION>
                                                        YEARS ENDED DECEMBER 31 
                                                        ----------------------- 
                                                         1998               1997
<S>                                                     <C>                  <C>
Current:
  Federal                                               $ 636                $--
  State                                                   247                  3
Deferred                                                 (841)                --
                                                        -----                 --
                                                        $  42                $ 3
                                                        =====                ===
</TABLE>

The following represents a reconciliation between the pro forma income tax
provision and income taxes computed by applying the statutory Federal income tax
rate (35%) to pro forma income (loss) before income taxes:

<TABLE>
<CAPTION>
                                                      YEARS ENDED DECEMBER 31
                                                      -----------------------
                                                             1998        1997
<S>                                                       <C>         <C>     
Statutory rate                                            $ 1,641     $(1,669)
State and local taxes, net of Federal tax benefits            342        (275)
Valuation allowance                                        (1,960)      1,960
Other, net                                                     19         (13)
                                                          -------     -------
Total                                                     $    42     $     3
                                                          =======     =======
</TABLE>

Actual 1998 and pro forma 1997 deferred income taxes result from reporting
income and expenses in different periods for tax and pro forma financial
reporting purposes. Significant components of the Company's deferred tax asset
is as follows (in thousands):

                                      F-13
<PAGE>

<TABLE>
<CAPTION>
                                                       DECEMBER 31  DECEMBER 31
                                                              1998         1997
<S>                                                        <C>          <C>    
Current deferred income tax assets:
  Allowance for accounts receivable                        $   326      $   326
  Inventory                                                    451           82
  Other, net                                                    --          188
                                                           -------      -------
    Total                                                      777          596
Long-term deferred tax assets:
  Property and equipment                                      (622)        (763)
  Net operating loss carryforwards                              --          353
  Amortizable assets                                          (481)         516
  Non-deductible lease obligation                            1,194        1,258
  Other                                                        (27)          27
                                                           -------      -------
    Total                                                       64        1,391
                                                           -------      -------
  Deferred tax asset valuation allowance                        --       (1,960)
                                                           -------      -------
Total deferred tax asset                                   $   841      $    27
                                                           =======      =======
</TABLE>

During 1998, the Company determined that it was more likely than not that the
future tax benefits arising from its deferred tax assets would be realized in
the future due to the Company's continued improvement in earnings and the
probability of future taxable income. As a result, in accordance with SFAS No.
109, the Company recognized an income tax benefit of $1,960,000.

10. MEMBERSHIP INTEREST

Prior to the initial public offering of the Company's common stock completed 
in August of 1998, the Company had two classes of voting preferred equity 
interests, which shared in profits and losses. The Class A Preferred holder 
contributed 95% of total capital, was allocated 95% of profits and losses and 
was entitled to elect three directors. The Class B Preferred holder 
contributed 5% of total capital, was allocated 5% of profits and losses and 
was entitled to elect one director. Voting rights were apportioned between 
the classes on a basis equivalent to contributed capital.

Both classes of such preferred equity interests were required to convert to
common equity interests under certain events, including a public offering of the
Company's securities or the sale of the Company. Accordingly, the Class A and
Class B Preferred holders received common equity interests under a
pre-determined formula in connection with the Company's initial public offering.

11. EMPLOYEE BENEFIT PLANS

The Company offers a defined contribution savings plan qualifying under Section
401(k) of the Internal Revenue Code. The plan covers substantially all full time
U.S. employees, requiring one-year of service prior to eligibility (see below).
Participants fully vest in Company contributions after three years with partial
vesting after one year. An employee may contribute up to 25% of his or her
earnings on a pre-tax basis subject to IRS limitations. The Company, via the
subsidiaries, matches 50% of such contributions up to a maximum employee
contribution of 6% of salary. Prior to January 1, 1998, the Company previously
offered two plans, which were merged into a new single plan as noted above. The
new plan covers all employees of a subsidiary of the Company as of December 31,
1997 and new employees with more than one year of service (compared to 90 days
service in the prior plan). Other plan provisions are unchanged from the prior
plans.

The Company's contributions under these plans for each of the three years ended
December 31, 1998, 1997, and 1996 were approximately $198,000, $86,000 and
$119,000, respectively.

                                      F-14
<PAGE>

12. 1998 STOCK OPTION PLAN

The Board of Directors has adopted the Company's 1998 Stock Option Plan (the
Plan) which provides for the granting of options to purchase not more than an
aggregate of 866,866 shares of Common Stock, subject to adjustment as provided
in the Plan. All directors and full-time employees of the Company are eligible
to participate in the Plan. Each option granted pursuant to the Plan must
provide for an exercise price per share that is at least equal to the fair
market value per share of Common Stock on the date of grant. Options granted
under the Plan are exercisable no earlier than one-year and no later than ten
years from the grant date and vest in 25% increments over a four-year period
from the date of grant. The exercise price of each option, the period during
which each option may be exercised and the other terms and conditions of each
option are determined by the Board of Directors. Options that have been granted
to the Company's independent directors and certain executive officers have
accelerated vesting schedules and exercisable lives.

A summary of stock option transactions under the Company's stock option plan
for the five months ended December 31,1998 is as follows:

<TABLE>
<CAPTION>
                                                               WEIGHTED AVERAGE
                                               SHARES           EXERCISE PRICE  
-----------------------------------------------------------------------------
<S>                                             <C>                  <C>     
Outstanding at January 1, 1998                        -              $      -
                                           ----------------------------------
     Granted                                    541,846                 12.02
     Exercised                                        -                     -
     Canceled or Lapsed                         (12,513)                12.00
                                           ----------------------------------
Outstanding at December 31, 1998                529,333              $  12.02
-----------------------------------------------------------------------------

Shares exercisable at December 31, 1998         109,482              $  12.00
-----------------------------------------------------------------------------
</TABLE>

The following table summarizes information about stock options outstanding at
December 31,1998:

<TABLE>
<CAPTION>
                                             Weighted
         Range of                          Avg. Remaining      Weighted                           Weighted
          Exercise          Number          Contractual        Average            Number          Average
          Prices         Outstanding           Life         Exercise Price      Exercisable     Exercisable 
------------------------------------------------------------------------------------------------------------
<S>                        <C>                <C>              <C>                <C>            <C>     
          $12.00           521,533            7.3 years        $ 12.00            109,482        $  12.00
          $13.13             7,800           10.0 years          13.13                  -               -
                        ------------------------------------------------------------------------------------
                           529,333            7.3 Years        $ 12.02            109,482        $  12.00    
------------------------------------------------------------------------------------------------------------
</TABLE>


                                      F-15
<PAGE>

The Company accounts for its stock-option plan under the provisions of APB
Opinion 25 and related Interpretations, "Accounting for Stock Issued to
Employees," which utilizes the intrinsic value method. No compensation cost has
been recognized related to the Company's stock option plan. Had compensation
cost for the Company's stock option plan been determined based on the fair value
of the options at the dates of grant consistent with the requirements of SFAS
No.123, "Accounting for Stock-Based Compensation," the Company's net income and
earnings per share would have been reduced to the pro forma amounts indicated
below (in thousands, except per share data):

<TABLE>
<CAPTION>
                                                                     DECEMBER 31
                                                                            1998
<S>                                                                   <C>       
     Net income applicable to common shareholders
                                      As reported                     $    4,785
                                      Pro forma                            4,691

     Net income per basic and diluted common share
                                      As reported                     $     0.28
                                      Pro forma                       $     0.28
</TABLE>

The fair value of stock options granted in fiscal 1998 was estimated at the
dates of grant using the Black-Scholes option pricing model with the following
weighted-average assumptions used:

<TABLE>
<CAPTION>
                                                                        DECEMBER
                                                                            1998
<S>                                                                        <C> 
     Risk free interest rate                                                5.5%
     Expected life of option grants                                           5
     Expected volatility                                                   25.0%
     Expected dividend yield                                                  0
</TABLE>

13. COMMITMENTS AND CONTINGENCIES

LEASE COMMITMENTS - The Company leases office space, office and computer
equipment. The leases generally provide for the lessee to pay taxes,
maintenance, insurance and certain other operating costs of the leased property,
and certain capital leases include escalation clauses.

The future noncancelable minimum lease payments under operating leases and under
capital leases including estimated escalation amounts as of December 31, 1998
are as follows (in thousands):

<TABLE>
<CAPTION>
                                                 OPERATING         CAPITAL
                                                    LEASES          LEASES
<S>                                              <C>            <C>        
Year ending December 31,
            1999                                 $       639    $       525
            2000                                         668            516
            2001                                         646            519
            2002                                         512            536
            2003                                         293            553
            Thereafter                                   936          1,517
                                                 -----------    -----------
     Total minimum lease payments                $     3,694          4,166
                                                 ===========    -----------

Less amount representing unamortized interest                         1,211
                                                                -----------
Present value of net minimum lease payments                           2,955
Less current maturities                                                 261
                                                                -----------

Long-term obligation                                            $     2,694
                                                                ===========
</TABLE>

                                      F-16
<PAGE>

Assets recorded under capital leases are included in Property and equipment as
follows (in thousands):

<TABLE>
<CAPTION>
                                                     DECEMBER 31     DECEMBER 31
                                                            1998            1997
<S>                                                       <C>             <C>   
Buildings                                                 $2,344          $2,344
Computer equipment                                            86              86
                                                          ------          ------
                                                           2,430           2,430
Less accumulated depreciation                                565             266
                                                          ------          ------
                                                          $1,865          $2,164
                                                          ======          ======
</TABLE>

Rental expense for operating leases amounted to approximately $1,048,000,
$888,000 and $872,000 for each of the years ended December 31, 1998, 1997 and
1996 respectively.

LEGAL PROCEEDINGS - From time to time, the Company is a party to certain
lawsuits and administrative proceedings that arise in the conduct of its
business (see Item 3). While the outcome of these lawsuits and proceedings
cannot be predicted with certainty, management believes that, if adversely
determined, the lawsuits and proceedings, either singularly or in the aggregate,
would not have a material adverse effect on the financial condition, results of
operations, or net cash flows of the Company.

EMPLOYMENT AGREEMENTS - The Company has employment agreements with certain
officers and management personnel. The terms of these agreements are specific to
each employee.

14. RELATED PARTY TRANSACTIONS

In connection with the acquisition of CRC Press in January 1997, the Initial
Stockholders loaned an aggregate of $2,500,000 to the Company. Such loans were
repaid without interest in April 1997.

The Company transacts business in the amount of approximately $250,000 per year
with a mail house owned by a brother-in-law of Dennis Buda, the President of CRC
Press. The rates charged by such mail house are at or below the rates charged by
other mail houses serving the Company.

In September 1998, a subsidiary of the Company entered into a loan agreement
with an executive officer. Under the terms of the loan agreement, the subsidiary
provided a loan of $550,000 bearing an interest rate of 5.5% per annum, payable
on demand. The loan was repaid in full in January 1999.

Times Mirror International Publishers, Inc. (TMIP), a wholly-owned subsidiary 
of Times Mirror, had an arrangement with other subsidiaries of Times Mirror, 
including CRC Press in fiscal 1996, to manage all international sales, 
including sales of U.S. copyrighted materials, foreign language adaptations 
of U.S. copyrighted materials and foreign rights income. In connection with 
this arrangement, TMIP marketed, sold and distributed CRC Press' products in 
certain international markets. Net sales to TMIP aggregated $3,975,000 in 
1996. CRC Press incurred direct costs including paper, printing, binding, 
international royalties and incremental plant, editorial and production 
associated with foreign language adaptations of $1,837,000 in 1996.

                                      F-17
<PAGE>

15. SEGMENT INFORMATION

The Company operates in one business segment, namely publishing, and publishes
information in print and electronic media in a variety of fields including
science, technology, business and intellectual property. Products are
distributed on a worldwide basis, and the Company has operating offices in the
United States and in Europe. The following table presents revenues (in
thousands):

<TABLE>
<CAPTION>
                                                  YEARS ENDED DECEMBER 31
                                               ----------------------------
                                                      1998             1997
<S>                                            <C>              <C>        
         United States                         $    34,974      $    24,570
         Europe                                      7,970            9,086
         Others                                      3,707            1,213
                                               -----------      -----------
                                               $    46,651      $    34,869
                                               ===========      ===========
</TABLE>

Revenues from one customer represented approximately 18.7% of the Company's
consolidated revenue in fiscal year 1997. There were no customers who exceeded
10% of total revenues in fiscal 1998 and 1996, respectively.

16. FINANCIAL INSTRUMENTS AND OFF BALANCE SHEET RISK

CONCENTRATION OF CREDIT RISK - Financial instruments that potentially subject
the Company to credit risks consists principally of receivables. The Company
believes the concentration of credit risk in its accounts receivables is
substantially mitigated by the Company's ongoing credit evaluation process and
due to the large number of customers comprising the Company's customer base. The
Company does not generally require collateral from customers. A subsidiary of IV
has entered into an exclusive distribution agreement with a third party for sale
of its products in regions outside of North America. Accounts receivable related
to this distribution agreement approximated $2,262,000 at December 31,1998. The
Company evaluates the need for an allowance for doubtful accounts based upon
factors surrounding the credit risk of specific customers, historical trends and
other information.

The Company invests its excess cash in high quality short-term liquid money
market instruments and government agency bills. The Company has a policy of
making investments only with institutions that have at least an "A" credit
rating from a national rating agency. The investments generally mature within
six months. The Company has not incurred losses related to these investments.

The Company maintains its cash in demand deposit accounts which at times may
exceed the Federal Deposit Insurance Corporation (FDIC) insurance limits. As of
December 31,1998, the Company had approximately $490,000 of cash in excess of
FDIC insurance limits.

FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying amount of cash and cash
equivalents, accounts receivable and accounts payable approximates fair value
because of the short-term maturity of these instruments.

The carrying value of the Company's borrowings under its capitalized lease
obligations approximates fair value based on quoted market prices for the same
or similar instruments.


                                      F-18
<PAGE>

17. SUBSEQUENT EVENT

On January 7, 1999, effectively as of January 1, 1999, the Company acquired the
stock of Optipat, Inc. (Optipat), for cash consideration of $3,250,000. Optipat
provides patent information in printed format and over the Internet to the
corporate and legal markets. Also in January 1999, the Company purchased the
environmental book-publishing list of Ann Arbor Press for cash consideration of
approximately $500,000.


                                      F-19