Brill Media and Powerful Media Announce Merger and Expanded Relationship With Primedia's Media Central Unit.

Business Editors

NEW YORK--(BUSINESS WIRE)--April 2, 2001

Will Strengthen and Expand Media Central's 170 Trade Publications

and Conferences

Brill Media Holdings, the parent company of Brill's Content magazine, and Powerful Media, which publishes the website Inside.com and the magazine Inside, announced today that they are merging in a deal that involves an exchange of Powerful Media's assets for a stake in Brill Media Holdings. The merged company in turn announced an expanded partnership with Primedia under which Media Central, a unit of Primedia, will get a variety of additional editorial services from the new Brill-Powerful combination. The result will be a dramatic expansion of the reach and impact of the Media Central print properties, which cover entertainment and media industry sectors from cable television to book publishing to streaming media to European broadband. Primedia will have no funding obligations to Brill Media Holdings and will continue to have a 49% stake in it.

"The trailblazing editorial work that Inside.com does will now also be channeled into targeted, subscription print products," explained Brill Media Holdings CEO Steven Brill. "These print products will be marketed on the Inside.com website and in some cases delivered online if our customers prefer that," Brill added. "But what makes what we are doing the beginning of a new era in the Internet content business is that we will be using the Internet and information technology to supercharge what is really a traditional print business model, in which quality information and journalism is sold at a price commensurate with its value."

At the same time, Brill's Content magazine, the flagship publication of Brill Media Holdings, will be merged with Inside magazine, now published by Powerful Media, resulting in a new monthly title to be called Inside Content, covering the business and culture of news, entertainment, and other media.

Under the terms of the agreement, Powerful Media's partners - who include Flatiron Partners, J.P. Morgan Partners, Lehman Brothers Venture Partners, James Cramer, and Rho Management Ventures - will become partners in Brill Media Holdings, whose partners include Steven Brill, Barry Diller, George Soros, Lester Pollack and Howard Milstein. Steven Brill will continue to be the managing general partner and CEO of Brill Media Holdings. Powerful Media co-founder and chairman Kurt Andersen will become vice-chairman of Brill Media Holdings and share responsibility with Brill for the general oversight of the venture while also working on a television project for the new company, the details of which were not announced. Michael Hirschorn will also be a vice-chairman and continue as editor in chief of Inside.com and become editorial director of Inside Content magazine. Brill's Content editor in chief David Kuhn remains in that position at Inside Content, but in addition, becomes editorial director of Inside.com. Powerful Media's third co-founder and CEO, Deanna Brown, will remain with the merged company for a 3-month transitional period, and then by her request will leave to pursue other interests.

In January, Brill Media Holdings and Primedia announced that Media Central, a subsidiary of Primedia, would be placed under Brill's management and would consist of 170 media-related publications and conferences. The highly-regarded Inside.com website, with its million monthly readers and thousands of paid subscribers will be continued under the new Brill Media Holdings partnership, and its paid subscription model will now be pursued much more aggressively by making its news, analysis, and data available immediately to subscribers to the various Media Central newsletters and trade magazines and to subscribers to Inside Content. Most of the material will be available only to password-enabled subscribers to the various current and soon-to-be-launched Media Central newsletters and trade magazines or to subscribers to Inside Content or Inside.com.

"This will be a traditional print business selling quality content at premium prices, which is, in fact, what Media Central already does and will now be able to do much more of because of the quality of the work produced by the Inside team," Brill explained. "We will use the high-traffic Inside.com website to showcase this material to potential subscribers and in some cases deliver it to people who want to buy it online. In short, we're expanding our large paying customer base for these print subscription products by using the Internet as an alternative sales and delivery medium. At the same time there will be enough of Inside.com's trademark breaking news in headline and, in some cases, full text form available at no charge so that those who are not yet subscribers to these publications will be able to sample the best news and information available anywhere about the media world."

"We're delighted to be expanding this partnership with Steve Brill to include the talent, resources and brand that Powerful Media has built so quickly," said Primedia Chairman and CEO Tom Rogers. "What this merger really means is that the gold standard editorial offerings that Inside.com and its start-up magazine have developed in the past year will now be paired with the large paid circulation base of our newsletters, magazines, data books and conferences, and with the resources of Brill's Content. It adds up to a combination that promises enormous growth, and a whole new kind of targeted, multi-faceted subscription-based publishing enterprise whose underpinning is the highest possible quality of information and journalism."

"From the beginning," Andersen explained, "our goal has been to create, at this remarkable moment of radical change in the culture industry, a world-class journalistic entity that deeply and smartly covers all the adjacent and morphing sectors of entertainment and media -- television, film, publishing, and all the rest -- in a way that conventional trade publications seldom do. This new partnership will let us mesh what we have achieved at Inside, both online and in print, with a big base of paying customers and a stable of successful titles and veteran journalists that Primedia, Kagan and Brill's Content have assembled over the years."

The new Brill Media Holdings-Primedia partnership will have three principal activities, all strengthened dramatically by the addition of Powerful Media:

1. A Magazine About The Business and Culture of The Media and

Entertainment Age:

The newly-constituted Inside Content, said Brill, "will become

the bible for anyone who cares about the business and

culture of the media in this Media Age."

"There are basically two ingredients to understanding media today," explained Brill's Content editor in chief David Kuhn, who will have the same title at Inside Content. "First there are the business dynamics behind what we see, read or log on to. And then there are what I call the cultural dynamics - the creative impulses at work in Hollywood or at a recording studio, or the journalistic impulses or lapses that play out in control rooms and newsrooms across the country. Brill's Content has been strong on the cultural dynamics side when it comes to journalism," Kuhn continued, "but we have not covered much on the entertainment side of content and we have not been as strong on the business side, whereas Inside has been extremely strong right out of the box on covering the business of media, entertainment and technology."

"The result of this combination," added Hirschorn, "will be a magazine that anyone will have to read who needs or wants to understand how content happens. That means people in the entertainment and media businesses and people who care about, and are active in the culture at large. In short, it becomes the magazine of the new leadership class of the Media Age."

2. A One-Stop Mission-Critical Portal For People In The Media

Businesses:

Inside.com's successful website will now be fused with material from Media Central's 170 trade publications, data books and conferences to become an even more powerful portal for people involved in any aspect of these various businesses - from TV and movie production, to cable television investing, to video on demand, to book publishing, to newspapers, to online content, to magazines. For example, Inside.com's current offerings will be supplemented by the financial information now offered at Kagan.com, the website created by Paul Kagan Associates -- the media business newsletter publisher that is part of Media Central.

Readers who come to Inside.com will be offered a limited selection of full texts of articles as well as headlines and synopses of dozens of daily reports and excerpts from Media Central newsletters for free. If they subscribe to Inside Content they will be able to access more material at no charge. And if they subscribe to the highly specialized Media Central trade publications they will be able to access the full text of all articles, including daily updates, related to the sector their subscriptions cover, although all of these products will also be mailed or faxed to them in hard copy.

For instance, Inside.com's highly-regarded coverage of the book industry will now be supplemented by material from the Book Publishing Report, a newsletter published by Simba, another Media Central company and vice-versa. "People in the book business will be offered a limited amount of material, including headlines and synopses, for free," explained Hirschorn. "And if they are customers or choose to become customers of our book industry service, which will include the Book Publishing Report plus a daily update service, they will also receive full texts of all of our products related to the book industry and a discount on all other Media Central and Inside.com products, which they will be able to buy on a subscription basis by mail, fax or email, or digitally on a pay per view basis."

3. Media Central's "Narrowcast" Products:

Under the new venture, many of the reporters and editors involved in creating content for Inside.com and Inside Content magazine will also contribute to one or more of Media Central's more targeted products.

For example, some of the key journalists involved in Inside.com's coverage of the magazine industry will now also write regularly for Folio, the Media Central monthly magazine for the magazine industry, as well as contribute features for Inside Content.

Similar arrangements will be implemented involving those journalists covering areas such as book publishing, television, movies, streaming media, and the Internet.

"Ultimately," said Brill, "we'll be able to produce a variety of monthly, weekly, and daily print publications and even customized headline e-mail alerts across all areas of media for customers who will be introduced to these products via the new portal and who will be offered the long view of how all these areas interact via the monthly Inside Content."