Barnes & Noble, Inc. to Purchase Ingram Book Group.

NEW YORK--(BUSINESS WIRE)--Nov. 6, 1998--

Faster and More Cost-Effective Deliveries

To Online And Retail Customers

Barnes & Noble, Inc., today announced an agreement to purchase the Ingram Book Group, a privately held subsidiary of Ingram Industries Inc., for $600 million: $200 million in cash and $400 million in stock. The Group includes Ingram Book Company, a leading wholesaler of general trade books; Retailer Services, Inc.; Ingram Periodicals, Inc.; Spring Arbor Distributors, Inc.; Publisher Resources, Inc.; Ingram International, Inc.; Tennessee Book Company; Lightning Print, Inc.; and Ingram Library Services, Inc.

As a result of this transaction, Ingram will become a major component of the Barnes & Noble distribution network, greatly expanding the company's reach through 11 strategically located centers: It is estimated that over 80 percent of the company's online and retail store customers will be within overnight deliveries of these locations. The Ingram Book Group will continue to supply books to current customers including independent bookstores, specialty retailers, and libraries, in the U.S. and abroad.

The agreement was announced jointly by Leonard Riggio, chairman of Barnes & Noble, Inc., and John R. Ingram, chairman of Ingram Book Group. Mr. Ingram will continue to serve as chairman of Ingram and will also become a member of the Board of Directors of Barnes & Noble and serve as a vice chairman.

"I couldn't possibly spell out all of the many benefits and synergies we will realize as a result of this transaction," Mr. Riggio said today. "For starters, let me say that it will enable us to create a strategic business unit which will revolutionize book distribution in the next century. Not only will we be capable of quickly delivering every book in print, but through Lightning Print, Inc., and through our network of affiliates, we intend to facilitate rapid deliveries of millions of titles which are now out of print. This sets up to be a virtual bonanza for every book lover in the world."

"We already have the greatest in-stock inventory of books in the world," said Mr. Riggio. "This acquisition enables us to deliver books much faster and more cost-effectively."

"This is truly a coming together for two great companies, each known as the market leader in its respective segments of the industry," said Mr. Ingram. "What makes the transaction especially pleasing is the great relationship which already exists between the professional associates of both companies. We intend to continue to position our distribution network for maximum service. This new arrangement is a forward-looking step, and will definitely create more robust opportunities."

Ingram Book Group, a subsidiary of Nashville-based Ingram Industries Inc., is a major wholesaler of trade books, spoken audio, textbooks, and specialty magazines in the U.S. It has 11 distribution centers located in La Vergne and Newport, TN; Chino, CA; Petersburg, VA; East Windsor, CT; Denver, CO; Fort Wayne, IN; Roseburg, OR; and a return center in Chambersburg, PA. Ingram's operating units include Ingram Book Company, Retailer Services, Inc., Ingram Periodicals, Inc., Spring Arbor Distributors, Inc., Publisher Resources, Inc., Ingram International, Inc., Tennessee Book Company, Lightning Print, Inc., and Ingram Library Services, Inc.

Barnes & Noble, Inc. (NYSE: BKS) operates 504 Barnes & Noble bookstores and 507 B. Dalton bookstores. Barnes & Noble stores stock an authoritative selection of book titles and provide access to more than one million titles from Barnes & Noble's state-of-the-art distribution center. They offer books from more than 50,000 publisher imprints with an emphasis on small, independent publishers and university presses. Barnes & Noble is the world's largest bookseller on the World Wide Web (http://www.barnesandnoble.com), and the exclusive bookseller on America Online (Keyword: bn). The company also publishes books under the Barnes & Noble imprint for exclusive sale through its retail stores, mail-order catalogs, and Web site.

General financial information on Barnes & Noble, Inc. can be obtained via the Internet by visiting the company's investor relations Web site: http://www.shareholder.com/bks/.