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TNC MEDIA TO ACQUIRE MEDICAL DEVELOPMENT RESOURCES, INC.

 NEW YORK, Dec. 11 /PRNewswire/ -- TNC Media, Inc. (NASDAQ: TNCI) announced today that it has reached an agreement in principle to acquire Medical Development Resources, Inc. ("MDRI"), Huntington, N.Y., a private company.
 MDRI, through KMI, Inc. ("KMI"), West Chester, Pa., an affiliated company which it controls, produces and markets precision surgical instruments targeted initially for use in ophthalmology. In addition, MDRI has applied for a 501K approval with the FDA for its new glass scalpel under the Safe Medical Services Act of 1990. The new glass based design incorporates a patented technology to produce a disposable scalpel. KMI's revenue for the year ending Dec. 31, 1992, is estimated to be approximately $2 million.
 As an initial step toward the consummation of the agreement in principle, TNC has agreed to exchange 25 percent of its common shares for 25 percent of MDRI's common shares and to lend MDRI up to $400,000. In a separate transaction, a private financing for between $750,000 and $1,250,000 is currently being effected by an affiliate of MDRI for the benefit of the combined companies. The combination of the two companies will be completed with TNC issuing approximately 2,800,000 of its common shares, after a 1-for-2 reverse split of its stock, to acquire the balance of MDRI. Part of this transaction will also include the issuance to each TNC shareholder, excluding the former MDRI shareholders, of a three-year warrant to purchase one post-split share at $3 per share. There will be approximately 3,500,000 TNC common shares outstanding upon the closing of this fully completed transaction. The currently outstanding 800,000 TNC common stock purchase warrants will not be subject to the reverse split and will continue to be exercisable at $5.50 per share through Nov. 1, 1994, subject to certain early call features.
 The transaction, except for the 25-percent exchange of shares and loan noted above, will be subject to the execution of a definitive agreement and shareholder approvals.
 TNC, which publishes a weekly newspaper in Pike County, Pa., is located at 105 W. Catharine Street, Milford, Pa.
 -0- 12/11/92
 /CONTACT: Thomas Swartwood of Dickinson & Co., 212-742-8900, for TNC Media/
 (TNCI)


CO: TNC Media, Inc.; Medical Development Resources, Inc. ST: New York, Pennsylvania IN: SU: TNM

DH -- NY046 -- 6323 12/11/92 14:47 EST
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Publication:PR Newswire
Date:Nov 13, 1992
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