Advance Publications To Acquire American City Business Journals.

CHARLOTTE, N.C.--(BUSINESS WIRE)--Aug. 4, 1995--Advance Publications, Inc. will acquire by merger American City Business Journals, Inc., for $28 a common share, the two companies announced. In connection with the merger agreement signed by the parties, Advanced also has received options to buy, under certain circumstances, for $28 per share, 3,885,105 American City common shares held by Business Journal Associates Limited Partnership and 1,376,000 authorized but unissued company shares.

American City is the nation's leading publisher of local weekly business newspapers. It owns 28 such newspapers as well as three motorsports racing publications and a national advertising representation firm. American City common stock, traded on NASDAQ, closed Thursday at $21 3/4 a share. The company has 9,605,176 shares outstanding on a fully diluted basis (including shares issuable upon conversion of convertible securities and the exercise of stock options.)

Advance Publications is a long established, privately-held, diversified media company. Its principal properties include Conde' Nast Publications, the publisher of domestic and foreign magazines, including Vogue, Vanity Fair and Architectural Digest, the book publisher Random House, The New Yorker magazine, daily newspapers in 22 cities and Parade magazine. In addition, Advance companies have an interest in Time Warner Entertainment-Advance/Newhouse, a cable television partnership with Time Warner Entertainment Company.

Ray Shaw, American City Chairman and Chief Executive, said he expected the transaction to close in October. The merger is subject to customary conditions including regulatory approval. An Information Statement providing details of the transaction will be sent to stockholders in advance of the merger. Mr. Shaw also said he will remain in his current position.

Mr. Shaw, members of his family and Oklahoma Publishing Co., Oklahoma City, own Business Journal Associates Limited Partnership that owns 56.16% of American City common shares currently outstanding. The partnership acquired its American City holdings in two transactions in 1989 and 1990 following Mr. Shaw's retirement from Dow Jones & Co. He spend 29 years at Dow Jones including the last 10 years as President and Chief Operating Officer.

American City has been one of the nation's fastest growing publishing companies in recent years.

"We benefit from the attractiveness of our business newspapers to both readers and advertisers," Mr. Shaw said. "Our business journal readers typically are high-income individuals who own or operate their own businesses. We provide these readers with quality local business news and information that helps them run their companies in a well-informed way. In turn, these decision-makers form a highly attractive audience for local and national business-to-business advertisers."

Mr. Shaw noted that readers of American City's business publications have average household income of $146,000, average net worth of $1,000,000 and on average hold investments valued at more than $700,000.

"Small business is the economic engine of growth in the 90s and American City is ideally positioned to capitalize on that," Mr. Shaw said.

American City's local business newspapers have a combined paid circulation of 330,000. The company owned 21 business journals when the Shaw-Oklahoma Publishing partnership acquired control of American City in 1989; it has since acquired seven additional business newspapers and three motorsports publications. The motorsports publications -- Winston Cup Scene, a weekly, and two monthlies, Winston-Cup Illustrated and On Track magazine -- have combined circulation of 185,000.

The company's advertising representation company, The Network of City Business Journals, sells national advertising into American City's 28 owned business newspapers and 37 business journals owned by others. The Network has sales offices in seven cities.

"Advance's acquisition of American City will be extremely positive to our shareholders, to our employees and to the future of our individual properties," Mr. Shaw said. "I expect American City to flourish even more in the years ahead because our markets are strong and growing and Advance provides an atmosphere of entrepreneurship that is unique in the publishing industry."

S.I. Newhouse, Jr., Chairman of Advance, said: "We became interested in American City because of the quality of its journals and magazines; the outstanding demographics of its primary audience, and, most important, because of the great strength of Mr. Shaw and his management team. We look forward to our relationship with this fine company." -0-

Note: American City's business newspapers are located in the following cities: Albany (N.Y.), Atlanta, Austin (Texas), Baltimore, Buffalo, Charlotte, Cincinnati, Columbus, Dallas, Denver, Houston, Jacksonville, Kansas City, Louisville, Miami, Orlando, Honolulu, Phoenix, Portland, Raleigh-Durham (N.C.), St. Louis, San Antonio, San Francisco, San Jose, Seattle, Tampa, Washington D.C. and Wichita (Kansas).

CONTACT: American City Business Journals, Inc., Charlotte

Grant L. Hamrick, 704/375-7404