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JOSTENS AND WICAT REVISE MERGER TERMS

 JOSTENS AND WICAT REVISE MERGER TERMS
 MINNEAPOLIS, July 23 /PRNewswire/ -- Jostens, Inc. (NYSE: JOS) and


Wicat Systems Inc. announced today that they have amended the agreement under which Wicat will be merged into Jostens Inc. and combined with Jostens Learning Corporation, a Jostens subsidiary. Under the new terms, Jostens will issue approximately 4.1 million common shares (subject to adjustment) for the approximately 22 million outstanding shares of Wicat in a tax-free exchange.
 Jostens intends to file a registration statement with the Securities and Exchange Commission on Thursday, July 23, 1992. Wicat expects to mail proxy materials to its stockholders on Monday, July 27, 1992 in anticipation of its stockholders meeting to be held on Monday, Aug. 24, 1992 at which the merger will be considered. The transaction is expected to close promptly thereafter.
 Wicat is a leading provider of computer-based educational courseware for grades K-12, and computer-based training courseware for the aviation industry. The company reported sales of $48 million for the year ended March 31, 1992. On July 15, 1992 Wicat announced sales and net income for the quarter ended June 28, 1992 of $13.1 million and $833,000. Wicat's net income for the quarter was reduced by approximately $500,000 in expenses related to the transaction with Jostens.
 Jostens, headquartered in Minneapolis, is a leading provider of products and services for the youth, education, sports award and recognition markets. The Fortune 500 company reported sales of $876 million for the year ended June 30, 1992.
 Amended Terms.
 Under the amended transaction terms:
 1. The exchange ratio is dependent of the average closing sales price of Jostens common shares for the 10 business day period ending the third business day before the closing.
 2. If the average price of Jostens stock during the pricing period is $23 or more and less than $25, the exchange ratio will be calculated by dividing $4.63 by such average price.
 3. If such average price is less than $23, each Wicat share will be exchanged for .2013 of Jostens share, but Wicat may elect to terminate the agreement.
 Other provisions of the agreement remain unchanged. Namely:
 -- Wicat will be merged into Jostens in a tax-free exchange of Jostens common stock for Wicat common stock.
 -- If the average price of Jostens stock during the pricing period is $25 or more and less than $27, each Wicat share will be converted into .1852 of a Jostens share.
 -- If the average price is $27 or more and less than $29.74, the exchange ratio will be calculated by dividing $5 by such average price. If such average price is $29.74 or more and not greater than $38.06, each Wicat share will be converted into .1681 of a Jostens share. If the average price exceeds $38.06, the exchange ratio will be calculated by dividing $6.40 by such average price.
 If the 10-day average was $25 (the NYSE closing price of Jostens common stock on July 22, 1992), Wicat shareholders would receive Jostens shares having a value of $4.63 per Wicat share.
 -0- 7/23/92
 /CONTACT: Bob Mendenhall, Dick Byrne, 801-224-6400, of WICAT; or Robb Prince of Jostens, 612-830-3262/
 (JOS) CO: Jostens Inc.; Wicat Systems Inc. ST: Minnesota, Utah IN: SU: TNM


TQ-SH -- NY013 -- 2357 07/23/92 09:57 EDT
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Publication:PR Newswire
Date:Jul 23, 1992
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