SC 14D9

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
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                                 SCHEDULE 14D-9
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                     SOLICITATION/RECOMMENDATION STATEMENT
                      PURSUANT TO SECTION 14(D)(4) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
 
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                         WESTCOTT COMMUNICATIONS, INC.
                           (Name of Subject Company)
 
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                         WESTCOTT COMMUNICATIONS, INC.
                       (Name of Person Filing Statement)
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                     COMMON STOCK, $.01 PAR VALUE PER SHARE
                         (Title of Class of Securities)
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                                   95752F106
                     (CUSIP Number of Class of Securities)
 
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                            ROBERT J. JOHNSTON, ESQ.
                                GENERAL COUNSEL
                         WESTCOTT COMMUNICATIONS, INC.
                                1303 MARSH LANE
                            CARROLLTON, TEXAS 75006
                           TELEPHONE: (214) 417-4100
            (Name, address and telephone number of person authorized
 to receive notice and communications on behalf of the person filing statement)
 
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                                    COPY TO:
                             DANIEL W. RABUN, ESQ.
                              ALAN G. HARVEY, ESQ.
                                BAKER & MCKENZIE
                                   SUITE 4500
                                2001 ROSS AVENUE
                              DALLAS, TEXAS 75201
                           TELEPHONE: (214) 978-3000
 
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ITEM 1. SECURITY AND SUBJECT COMPANY.
 
    The name of the subject company is Westcott Communications, Inc., a Texas
corporation (the "Company"), and the address of the principal executive offices
of the Company is 1303 Marsh Lane, Carrollton, Texas 75006. The title of the
class of equity securities to which this statement relates is the Company's
Common Stock, $.01 par value per share (the "Common Stock" or the "Shares").
 
ITEM 2. TENDER OFFER OF THE BIDDER.
 
    This statement relates to the tender offer (the "Offer"), described in the
Tender Offer Statement on Schedule 14D-1, dated April 26, 1996 (the "Schedule
14D-1"), by K-III Acquisition Corp., a Texas corporation (the "Purchaser") and a
direct, wholly owned subsidiary of K-III Prime Corporation, a Delaware
corporation ("K-III Prime") and a direct, wholly owned subsidiary of K-III
Communications Corporation, a Delaware corporation (the "Parent"), filed with
the Securities and Exchange Commission (the "Commission"), relating to an offer
by the Purchaser to purchase all of the outstanding Shares at a purchase price
of $21.50 per Share (the "Per Share Amount"), net to the seller in cash without
interest thereon, upon the terms and subject to the conditions set forth in the
Purchaser's Offer to Purchase, dated April 26, 1996, and the related Letter of
Transmittal (which together constitute the "Offer Documents"). The Offer
Documents indicate that the address of the principal executive offices of the
Parent, K-III Prime and the Purchaser are located at 745 Fifth Avenue, New York,
New York 10151.
 
    The Offer is being made pursuant to the Agreement and Plan of Merger, dated
as of April 22, 1996 (the "Merger Agreement"), among the Company, the Parent,
K-III Prime and the Purchaser. A copy of the Merger Agreement is filed as
Exhibit 1 to this Solicitation/Recommendation Statement on Schedule 14D-9 (the
"Schedule 14D-9") and is incorporated herein by reference in its entirety.
 
ITEM 3. IDENTITY AND BACKGROUND.
 
    (a) The name and address of the Company, which is the person filing this
statement, are set forth in Item 1 above.
 
    (b) Certain contracts, agreements, arrangements or understandings between
the Company or its affiliates and certain of its executive officers, directors
or affiliates are described in the Company's Information Statement set forth on
Annex A hereto, the information in which is incorporated herein by reference in
its entirety.
 
INDEMNIFICATION UNDER TEXAS LAW AND THE COMPANY'S BYLAWS
 
    The Articles of Incorporation of the Company provide that to the fullest
extent permitted by the Texas Business Corporation Act ("Texas Law"), as the
same may be amended from time to time, a director of the Company shall not be
liable to the Company or its shareholders for monetary damages for an act or
omission in the director's capacity as a director. Such limitation of liability
does not affect a director's liability for a breach of a director's duty of
loyalty to the Company, an act or omission not in good faith or that involves
intentional misconduct or a knowing violation of the law, a transaction from
which a director received an improper benefit, whether or not the benefit
resulted from an action taken within the scope of the director's office, an act
or omission for which the liability of a director is expressly provided by
statute, or an act related to an unlawful stock repurchase or dividend payment.
Such limitation of liability also does not affect the availability of equitable
remedies such as injunctive relief or recission.
 
    The Bylaws of the Company provide that the Company shall indemnify any
person who was, is or is threatened to be made a named defendant or respondent
in a proceeding because the person (i) is or was a director or officer of the
Company or (ii) while a director or officer of the Company, is or was serving at
the request of the Company as a director, officer, partner, venturer,
proprietor, trustee, employee, agent or similar functionary of another foreign
or domestic corporation, partnership, joint venture, sole proprietorship, trust,
employee benefit plan or other enterprise, to the fullest extent that a
corporation
 
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may grant indemnification to directors and officers under Texas Law. The Bylaws
of the Company provide that such right shall include the right to be paid or
reimbursed by the Company for expenses incurred in defending any such proceeding
in advance of its final disposition to the maximum extent permitted under Texas
Law and that, to the extent permitted by applicable law, the grant of mandatory
indemnification to any person pursuant to such provision shall extend to
proceedings involving the negligence of such person. Texas Law permits, and in
some cases requires, corporations to indemnify officers, directors, agents and
employees who are or have been a party to or threatened to be made a party to
litigation against judgments, penalties (including excise and similar taxes),
fines, settlements and reasonable expenses under certain circumstances.
 
SEVERANCE AGREEMENTS
 
    In connection with the Offer, the Company has entered into severance
compensation agreements ("Severance Agreements") with each of its officers
(each, an "Officer") other than Messrs. Carl Westcott, the Company's Chairman
and Chief Executive Officer, and Jack T. Smith, the Company's President and
Chief Operating Officer. The Severance Agreements provide that if, within one
year of a change in control of the Company, an Officer is terminated without
Cause (as defined in the Severance Agreements) or resigns for Good Reason (as
defined in the Severance Agreements), the Officer will, subject to the execution
by the Officer of a release agreement, receive from the Company a lump sum
payment equal to six times the employee's monthly base salary determined at the
higher of the rate in effect (i) immediately prior to the date of termination or
(ii) on the date 60 days prior to the date of termination. The form of Severance
Agreement is filed as Exhibit 2 to this Schedule 14D-9 and is incorporated
herein by reference in its entirety.
 
MERGER AGREEMENT
 
    The following is a summary of the Merger Agreement, which summary is
qualified in its entirety by reference to the Merger Agreement.
 
  The Offer.
 
    The Merger Agreement provides for the commencement of the Offer as promptly
as reasonably practicable, but in no event later than five business days after
the public announcement of the Purchaser's intention to commence the Offer. The
obligation of the Purchaser to accept for payment and pay for Shares tendered
pursuant to the Offer is subject only to (i) the condition (the "Minimum
Condition") that at least the number of Shares that, when combined with the
Shares already owned by the Parent and its direct or indirect subsidiaries,
constitute a majority of the then Outstanding Shares on a Fully Diluted Basis
(as hereinafter defined) shall have been validly tendered and not withdrawn
prior to the expiration of the Offer, and (ii) the satisfaction or waiver of the
other conditions described below under "Conditions of the Offer." The Merger
Agreement provides that "Outstanding Shares on a Fully Diluted Basis" means all
outstanding Shares plus all Shares available for issuance under the Company's
Employee Stock Purchase Plan plus all Shares issuable upon the conversion of any
convertible securities or upon the exercise of any options, warrants or rights
(other than the preferred share purchase rights associated with the Shares (the
"Rights") and issued pursuant to a Rights Agreement (herein so called) dated
January 9, 1996 between the Company and KeyCorp. Shareholder Services, Inc.).
Under the Merger Agreement, the Purchaser expressly reserves the right, in its
sole discretion, to waive any condition to the Offer (other than the Minimum
Condition), to increase the price per share payable in the Offer, and to make
any other changes in the terms and conditions of the Offer; provided, however,
that, without the prior written consent of the Company, no change may be made
which (a) decreases the price per share payable in the Offer, (b) reduces the
maximum number of Shares to be purchased in the Offer, (c) imposes conditions to
the Offer in addition to those set forth under "Conditions of the Offer" below,
(d) amends or changes the terms and conditions of the Offer in any manner
materially adverse to the holders of Shares (other than K-III Prime and its
subsidiaries) or (e) changes or waives the Minimum Condition. The Merger
Agreement provides that, subject to the
 
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terms and conditions of the Merger Agreement and the Offer (including, without
limitation, the Minimum Condition), the Purchaser shall accept for payment and
pay, as promptly as practicable after expiration of the Offer, for all Shares
validly tendered and not withdrawn; provided, that the Purchaser shall have the
right, in its sole discretion, to extend the Offer from time to time for up to a
maximum of 10 additional business days for all such extensions, notwithstanding
the prior satisfaction of the conditions set forth under "Conditions of the
Offer" below. Under the Merger Agreement, the Purchaser agrees that, in the
event that it is unable to consummate the Offer at any scheduled expiration
thereof due solely to the failure of the Purchaser to obtain the unconditional
consents of the Federal Communications Commission to the transfer of the
Company's licenses to the Purchaser (the "FCC Approvals"), it shall, unless the
Company is in willful breach of any obligation set forth in the Merger
Agreement, extend the Offer (unless the condition requiring such FCC Approvals
is not reasonably capable of being satisfied prior to the expiration of 90 days
from the commencement of the Offer) until the earlier of (i) the expiration of
90 days from the commencement of the Offer or (ii) such time as the Purchaser
shall have received the FCC Approvals.
 
  The Merger.
 
    The Merger Agreement provides that, upon the terms and subject to the
conditions thereof (including those described below under "Conditions of the
Merger"), and in accordance with Texas Law, at the effective time of the merger
(the "Effective Time"), the Purchaser shall be merged with and into the Company
(the "Merger"). As a result of the Merger, the separate corporate existence of
the Purchaser will cease and the Company will continue as the surviving
corporation of the Merger (the "Surviving Corporation"). At the Effective Time,
each Share issued and outstanding immediately prior to the Effective Time (other
than any Shares held in the treasury of the Company, and each Share owned by the
Purchaser, K-III Prime, the Parent or any direct or indirect wholly owned
subsidiary of the Parent or of the Company, which shall be cancelled, and any
Shares that are held by shareholders who have not voted in favor of the Merger
or consented thereto in writing and who shall have timely filed with the Company
a written objection to the action contemplated by the Merger Agreement in
accordance with Texas Law) shall by virtue of the Merger and without any action
on the part of the Purchaser, the Company or the holder thereof, be cancelled,
extinguished and converted automatically into the right to receive an amount
equal to the Per Share Amount in cash (the "Merger Consideration") payable,
without interest, to the holder of such Share, upon surrender of the certificate
that formerly evidenced such Share, less any required withholding taxes.
 
    The Merger Agreement provides that immediately after the date on which the
Purchaser shall have accepted for payment all Shares validly tendered and not
withdrawn pursuant to the Offer, each outstanding option to purchase Shares (in
each case, an "Option") granted under (a) the Company's Amended and Restated
1989 Stock Option Plan, as amended, and (b) the Company's Nonemployee Stock
Option Plan, as amended, whether or not then exercisable, shall, subject to the
Company's receipt of any required consent of the holders of such Options, be
cancelled by the Company, and each holder of a cancelled Option shall be
entitled to receive from the Purchaser (or, at the option of the Purchaser, from
the Company, which will be reimbursed by the Purchaser) at the same time as
payment for Shares is made by the Purchaser in connection with the Offer (or,
with respect to any person subject to Section 16 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), as soon as practicable after the first
date payment can be made without liability to such person under Section 16(b) of
the Exchange Act), in consideration for the cancellation of such Option, an
amount in cash equal to the product of (i) the number of Shares previously
subject to such Option and (ii) the excess, if any, of the Per Share Amount over
the exercise price per Share previously subject to such Option, less any
required withholding taxes. In addition to the Options reflected in the
Information Statement attached hereto as Annex A, on February 26, 1996, the
Company's Compensation Committee granted Ms. Phyllis Farragut, Executive Vice
President and Chief Financial Officer of the Company, and Mr. Joshua D. Klarin,
Executive Vice President of the Company, Options to purchase 25,000 and 10,000
shares of
 
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Common Stock, respectively, at an exercise price of $13.125 per share, the
average of the high and low sale prices of the Common Stock on the date of
grant.
 
    Pursuant to the Merger Agreement, each share of common stock, $.01 par value
per share, of the Purchaser issued and outstanding immediately prior to the
Effective Time shall be converted into and exchanged for one validly issued,
fully paid and nonassessable share of common stock, $.01 par value per share, of
the Surviving Corporation.
 
    The Merger Agreement provides that the directors of the Purchaser
immediately prior to the Effective Time will be the initial directors of the
Surviving Corporation and that the officers of the Company immediately prior to
the Effective Time will be the initial officers of the Surviving Corporation.
The Merger Agreement provides that, at the Effective Time, the Articles of
Incorporation of the Company, as in effect immediately prior to the Effective
Time, shall be amended as of the Effective Time by operation of the Merger
Agreement and by virtue of the Merger without any further action by the
shareholders or directors of the Surviving Corporation to read in their entirety
as set forth on Annex B attached to the Merger Agreement. The Merger Agreement
also provides that the Bylaws of the Purchaser, as in effect immediately prior
to the Effective Time, will be the Bylaws of the Surviving Corporation until
thereafter amended as provided by law, the Articles of Incorporation of the
Surviving Corporation and such Bylaws.
 
  Agreements of the Parent, K-III Prime, the Purchaser and the Company.
 
    Shareholders' Meeting. Pursuant to the Merger Agreement, the Company shall,
in accordance with applicable law and the Company's Articles of Incorporation
and Bylaws, (i) duly call, give notice of, convene and hold an annual or special
meeting of its shareholders as soon as practicable following consummation of the
Offer for the purpose of considering and taking action on the Merger Agreement
and the transactions contemplated thereby and (ii) subject to the fiduciary
obligations of the Board of Directors of the Company (the "Board") as advised by
independent legal counsel, include in the Proxy Statement (as defined below) the
recommendation of the Board that the shareholders of the Company approve and
adopt the Merger Agreement and the transactions contemplated thereby, including,
without limitation, the Merger, and the written opinion of Goldman, Sachs & Co.
("Goldman Sachs"), and use its reasonable best efforts to obtain such approval
and adoption. To the extent permitted by law, the Parent, K-III Prime and the
Purchaser each agree to vote all Shares beneficially owned by them in favor of
the Merger.
 
    The Merger Agreement provides that, notwithstanding the foregoing, if and to
the extent permitted by law, the Company agrees, at the request of the
Purchaser, to take all necessary and appropriate action to cause the Merger to
become effective as soon as reasonably practicable after the date on which the
Purchaser shall have accepted for payment all shares validly tendered and not
withdrawn pursuant to the Offer, without a meeting of the Company's
shareholders, in accordance with Texas Law.
 
    Proxy Statement. The Merger Agreement provides that as promptly as
practicable after the purchase of all Shares validly tendered and not withdrawn
pursuant to the Offer, the Company shall file a proxy statement (the "Proxy
Statement") to be sent to the shareholders of the Company with the Commission
under the Exchange Act, and use its reasonable best efforts to have the Proxy
Statement cleared by the Commission.
 
    Designation of Directors. The Merger Agreement provides that promptly upon
the purchase by the Purchaser of Shares pursuant to the Offer, and from time to
time thereafter, the Purchaser shall be entitled to designate up to such number
of directors, rounded up to the next whole number, on the Board as shall give
the Purchaser representation on the Board equal to the product of the total
number of directors on the Board (giving effect to the directors elected
pursuant to this sentence) multiplied by the percentage that the aggregate
number of Shares beneficially owned by the Purchaser or any affiliate of the
Purchaser at such time bears to the total number of Shares then outstanding, and
the Company shall, at such time, promptly take all actions necessary to cause
the Purchaser's designees to be elected
 
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as directors of the Company, including increasing the size of the Board, or
securing the resignations of incumbent directors, or both. At such times, the
Company shall use its best efforts to cause persons designated by the Purchaser
to constitute the same percentage as persons designated by the Purchaser shall
constitute of the Board of (i) each committee of the Board (some of whom may be
required to be independent as required by applicable law), (ii) each board of
directors of each domestic subsidiary and (iii) each committee of each such
board, in each case only to the extent permitted by applicable law.
 
    Access to Information; Confidentiality. Pursuant to the Merger Agreement,
from the date of the Merger Agreement until the purchase by the Purchaser of any
Shares pursuant to the Offer, the Company shall, and shall cause its
subsidiaries, officers, directors, employees, auditors and other agents to,
afford the officers, employees, auditors and other agents of K-III Prime, and
financing sources who shall agree to be bound by the provisions of the
Confidentiality Agreement (as hereinafter defined) as though a party thereto,
complete access at all reasonable times to its officers, employees, agents,
properties, offices, plants and other facilities and to all books and records,
and shall furnish K-III Prime and such financing sources with all financial,
operating and other data and information as K-III Prime, through its officers,
employees or agents, or such financing sources may from time to time reasonably
request. The Parent and K-III Prime have agreed to keep such information
confidential in accordance with the terms of a Confidentiality Agreement dated
as of January 31, 1996 (the "Confidentiality Agreement") entered into between
the Company and the Parent.
 
    No Solicitation of Transactions. The Merger Agreement provides that the
Company and its affiliates shall not, directly or indirectly, through any
officer, director, agent or otherwise, solicit, initiate or encourage the
submission of any proposal or offer from any person relating to any acquisition
or purchase of all or any material portion of the assets of, or any equity
interest in, the Company (or any subsidiary or division thereof) or any merger,
consolidation, share exchange, business combination or other similar transaction
with the Company (or any subsidiary or division thereof) or solicit, participate
in or initiate any negotiations regarding, or furnish to any other person any
information with respect to, or otherwise cooperate in any way with, or assist
or participate in, facilitate or encourage, any effort or attempt by any other
person to do or seek any of the foregoing; provided, however, that nothing
contained in such section of the Merger Agreement shall prohibit the Company
from furnishing information to, or entering into discussions or negotiations
with, any person in connection with an unsolicited written proposal to the
Company by such person to acquire the Company pursuant to a merger,
consolidation, share exchange, business combination or other similar transaction
or to acquire all or substantially all of the assets of the Company received by
the Company after the date of the Merger Agreement, if, and only to the extent
that, (a) the Board, as advised by independent legal counsel of Company and
Goldman Sachs, determines in good faith that such action is required in order
for the Board not to breach its fiduciary duties to shareholders imposed by law
and (b) prior to furnishing such information to, or entering into discussions or
negotiations with, such person, the Company (i) gives K-III Prime as promptly as
practicable prior written notice (which shall include a copy of such written
proposal except to the extent such disclosure would cause the Board to determine
that such disclosure would be a breach of its fiduciary duties to shareholders
imposed by law, as advised by independent legal counsel of the Company) of the
Company's intention to furnish such information or begin such discussions and
(ii) receives from such person an executed confidentiality agreement on terms no
less favorable to the Company than those contained in the Confidentiality
Agreement. Pursuant to the Merger Agreement, the Company also agreed not to
release any third party from, or waive any provision of, any confidentiality or
standstill agreement to which the Company is a party and that the Company and
its affiliates immediately shall cease and cause to be terminated all existing
discussions or negotiations with any parties conducted heretofore with respect
to any of the foregoing.
 
    Indemnification and Insurance. The Merger Agreement provides that the
Articles of Incorporation and Bylaws of the Surviving Corporation shall contain
provisions no less favorable with respect to indemnification than are set forth
in the Articles of Incorporation and Bylaws of the Company, which provisions
shall not be amended, repealed or otherwise modified for a period of six (6)
years from the
 
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Effective Time in any manner that would affect adversely the rights thereunder
of individuals who at any time prior to the Effective Time were directors,
officers or employees of the Company or any of its subsidiaries, unless such
modification shall be required by law.
 
    The Merger Agreement provides that from and after the Effective Time, K-III
Prime and the Surviving Corporation shall indemnify, defend and hold harmless
each person who is now, or has been at any time prior to the date of the Merger
Agreement or who becomes prior to the Effective Time, an officer, director or
employee of the Company or any of its subsidiaries (collectively, the
"Indemnified Parties") against all losses, reasonable expenses (including
reasonable attorneys' fees), claims, damages, liabilities or amounts that are
paid in settlement of, with the approval of the Surviving Corporation (which
approval shall not unreasonably be withheld), or otherwise in connection with,
any threatened or actual claim, action, suit, proceeding or investigation (a
"Claim"), based in whole or in part on or arising in whole or in part out of the
fact that the Indemnified Party (or the person controlled by the Indemnified
Party) is or was a director, officer or employee of the Company or any of its
subsidiaries and pertaining to any matter existing or arising out of actions or
omissions occurring at or prior to the Effective Time (including, without
limitation, any Claim arising out of the Merger Agreement or any of the
transactions contemplated thereby), whether asserted or claimed prior to, at or
after the Effective Time, in each case to the fullest extent permitted under
Texas Law, and shall pay any expenses, as incurred, in advance of the final
disposition of any such action or proceeding to each Indemnified Party to the
fullest extent permitted under Texas Law. In the event any such claim is brought
against any of the Indemnified Parties, (a) such Indemnified Parties may retain
counsel (including local counsel) satisfactory to them and which shall be
reasonably satisfactory to K-III Prime and the Surviving Corporation and they
shall pay all reasonable fees and expenses of such counsel for such Indemnified
Parties; and (b) K-III Prime and the Surviving Corporation shall use all
reasonable efforts to assist in the defense of any such Claim, provided that
K-III Prime and the Surviving Corporation shall not be liable for any settlement
effected without their written consent, which consent, however, shall not be
unreasonably withheld.
 
    Further Action. The Merger Agreement provides that, upon its terms and
subject to its conditions, each of the parties thereto shall use its reasonable
best efforts to take, or cause to be taken, all appropriate action, and to do or
cause to be done, all things necessary, proper or advisable under applicable
laws and regulations to consummate and make effective the transactions
contemplated by the Merger Agreement, including but not limited to (i)
cooperation in the preparation and filing of the Offer Documents, this Schedule
14D-9, the Proxy Statement, any required filings under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and other laws
and (ii) using its reasonable best efforts to make all required regulatory
filings and applications and to obtain all licenses, permits, consents,
approvals, authorizations, qualifications and orders of governmental authorities
and parties to contracts with the Company and its subsidiaries as are necessary
for the consummation of the transactions contemplated by the Merger Agreement
and to fulfill the conditions to the Offer and the Merger, including but not
limited to the FCC Approvals.
 
    Postponement of Annual Meeting. The Merger Agreement provides that the
Company shall as soon as possible after the date of the Merger Agreement
indefinitely postpone its annual meeting of shareholders currently scheduled for
May 22, 1996, and shall take no action unless compelled by legal process to
reschedule such annual meeting or to call a special meeting of shareholders of
the Company, except in accordance with the Merger Agreement, unless and until
the Merger Agreement has been terminated in accordance with its terms.
 
    Conduct of Business. Pursuant to the Merger Agreement, the Company has
covenanted and agreed that, between the date of the Merger Agreement and the
election or appointment of the Purchaser's designees to the Board (as described
in "Agreements of the Parent, K-III Prime, the Purchaser and the
Company--Designation of Directors" above) upon the purchase by the Purchaser of
any Shares pursuant to the Offer (the "Purchaser's Election Date"), unless K-III
Prime shall otherwise agree in writing (which agreement shall not be
unreasonably withheld), (1) the business of the
 
                                       6

Company and its subsidiaries shall be conducted only in, and the Company and its
subsidiaries shall not take any action except in, the ordinary course of
business and in a manner substantially consistent with past practice, (2) the
Company shall use all reasonable efforts to preserve substantially intact its
business organization, to keep available the services of the current officers,
employees and consultants of the Company and its subsidiaries and to preserve
the current relationships of the Company and its subsidiaries with customers,
suppliers and other persons with which the Company or any of its subsidiaries
has significant business relations and (3) the Company shall not, and shall not
permit any of its subsidiaries to: (a) amend or otherwise change its Articles of
Incorporation or Bylaws; (b) issue, sell, pledge, dispose of, grant, encumber or
authorize the issuance, sale, pledge, disposition, grant or encumbrance of, (i)
any shares of capital stock of the Company or any of its subsidiaries of any
class, or any options, warrants, convertible securities or other rights of any
kind to acquire any shares of such capital stock, or any other ownership
interest (including, without limitation, any phantom interest), of the Company
(except for Shares, if any, issuable under agreements currently in effect on the
date of the Merger Agreement, the issuance of Rights pursuant to the Rights
Agreement and shares of capital stock pursuant to Options or the Company's
Employee Stock Purchase Plan), or (ii) any of the Company's or any of its
subsidiaries' assets, except for sales in the ordinary course of business and in
a manner consistent with past practice; (c) declare, set aside, make or pay any
dividend or other distribution, payable in cash, stock, property or otherwise,
with respect to any of its capital stock; (d) reclassify, combine, split, divide
or redeem, purchase or otherwise acquire, directly or indirectly, any of its
capital stock; (e) (i) acquire (including, without limitation, by merger,
consolidation, or acquisition of stock or assets) any interest in any
corporation, partnership, other business organization or any division thereof or
any assets (other than inventory, equipment and similar assets acquired in the
ordinary course of business), (ii) incur any indebtedness for borrowed money or
issue any debt securities or assume, guarantee or endorse, or otherwise as an
accommodation become responsible for, the obligations of any person, or make any
loans or advances, except for indebtedness in a principal amount not, in the
aggregate, in excess of $500,000 and repayable without premium or penalty, (iii)
enter into any contract or agreement material to the business, results of
operations or financial condition of the Company other than in the ordinary
course of business, consistent with past practice or enter into or amend any
material contract, (iv) authorize any capital expenditure, other than certain
permitted capital expenditures or (v) enter into or amend any contract,
agreement, commitment or arrangement with respect to any matter set forth in
this subsection (e); (f) (i) except for annual increases in compensation payable
or to become payable to any officer or other employee of the Company or its
subsidiaries consistent with past practices of the Company, increase the
compensation payable or to become payable to any officer or other employee, or
grant any bonus to, any officer or other employee, or (ii) except in certain
circumstances, grant any severance or termination pay to, or enter into any
employment or severance agreement with, any director, officer or other employee
of the Company or any of its subsidiaries or enter into or amend any collective
bargaining agreement, or (iii) establish, adopt, enter into or amend any bonus,
profit sharing, thrift, compensation, stock option, restricted stock, pension,
retirement, deferred compensation or other plan, trust or fund for the benefit
of any director, officer or class of employees; (g) settle or compromise any
pending or threatened litigation which is material or which relates to the
transactions contemplated by the Merger Agreement; or (h) take any action that
would result in (i) any event or events (whether or not covered by insurance),
individually or in the aggregate, having a Material Adverse Effect (defined to
mean any change or effect that is or is reasonably likely to be materially
adverse to the financial condition, business or results of operations of any
person and its subsidiaries, taken as a whole, or on the transactions
contemplated by the Merger Agreement), (ii) any material change by the Company
in its accounting methods, principles or practices, (iii) any entry by the
Company or any of its subsidiaries into any commitment or transaction material
to the Company, except in the ordinary course of business and consistent with
past practice, (iv) any declaration, setting aside or payment of any dividend or
distribution in respect of any capital stock of the Company or any redemption,
purchase or other acquisition of any of the Company's or its subsidiaries'
securities, (v) other than pursuant to certain employee benefit plans, any
increase in or amendment to, or establishment of any bonus, insurance,
severance, deferred compensation, pension,
 
                                       7

retirement, profit sharing, stock option, stock purchase or other employee
benefit plan, (vi) any general increase in compensation, bonus or other benefits
payable to the employees of the Company or any of its subsidiaries or, except
for increases in connection with periodic reviews and in amounts consistent with
past practice, any specific increase in the compensation, bonus or other
benefits payable to such employees, (vii) the payment of any bonus to the
employees of the Company or its subsidiaries except for bonuses accrued on the
Company's balance sheet for the year ended December 31, 1995 or pursuant to
certain bonus plans in effect as of the date of the Merger Agreement, (viii) the
operation of the business of the Company and its subsidiaries other than in the
ordinary course, consistent with past practice; (ix) any incurrence of
indebtedness for borrowed money or assumption or guarantee of indebtedness for
borrowed money by the Company or any of its subsidiaries (other than loans from
the Company to any wholly owned subsidiary of the Company or from any wholly
owned subsidiary to the Company or any other wholly owned subsidiary of the
Company), or the granting of any lien on the assets of the Company or any of its
subsidiaries to secure indebtedness for borrowed money, (x) any sale or transfer
of any assets of the Company or any of its subsidiaries other than in the
ordinary course of business and consistent with past practice or (xi) any loan,
advance or capital contribution to or investment in any person in an aggregate
amount in excess of $100,000 by the Company or any of its subsidiaries
(excluding any loan, advance or capital contribution to, or investment in, the
Company or any wholly owned subsidiary of the Company).
 
    Employee Benefits. Pursuant to the Merger Agreement, K-III Prime agrees that
for a period of one year after the Purchaser's Election Date, the employees of
the Company (and, after the Merger, the Surviving Corporation) and its
subsidiaries will continue to be provided with benefits under employee benefit
plans that are no less favorable in the aggregate than those currently provided
by the Company and its subsidiaries to such employees; provided that it is
understood and agreed that the failure to provide the benefits (other than
benefits accrued prior to the termination of the applicable plan) of the
Company's Amended and Restated 1989 Stock Option Plan, as amended, and the
Company's Nonemployee Stock Option Plan, as amended, and the Company's Employee
Stock Purchase Plan shall not be a breach of the Merger Agreement.
 
    Pursuant to the Merger Agreement, K-III Prime has agreed to cause the
Company (and, after the Merger, the Surviving Corporation) to honor all employee
benefit obligations to current and former employees and directors under the
Company's employee benefit plans in existence on the date of the Merger
Agreement and all employment or severance agreements entered into by the Company
or adopted by the Board prior to the date of the Merger Agreement; provided,
however, that nothing shall prevent K-III Prime or the Company (and, after the
Merger, the Surviving Corporation) from taking any action with respect to such
plans, obligations or agreements or refraining from taking any such action which
is permitted or provided for under the terms thereof or under applicable law.
K-III Prime has agreed that the employees of the Company (and, after the Merger,
the Surviving Corporation) shall be given credit for all actual service with the
Company and its subsidiaries under all employee benefit plans, programs and
policies of the Surviving Corporation or K-III Prime in which they become
participants for all purposes thereunder, except to the extent that such
crediting would produce duplication of benefits.
 
    Guarantee by the Parent. Pursuant to the Merger Agreement, the Parent agreed
to take all action necessary to cause K-III Prime and the Purchaser to perform
all of their respective agreements, covenants and obligations under the Merger
Agreement. The Parent shall be liable for any breach of any representation,
warranty, agreement or covenant or obligation of K-III Prime or the Purchaser
under the Merger Agreement to the extent K-III Prime or the Purchaser would be
liable under the Merger Agreement.
 
  Representations and Warranties.
 
    The Merger Agreement contains various customary representations and
warranties of the parties thereto including representations and warranties by
the Company as to the absence of certain changes or events concerning the
Company's business, compliance with law, litigation, employee benefit plans,
labor matters, real property and leases, trademarks, patents and copyrights,
environmental matters, brokers and taxes.
 
                                       8

    The Company also represented in the Merger Agreement that the Board and the
Company have taken all necessary action to amend the terms of the Rights
Agreement so that, as long as the Merger Agreement has not been terminated in
accordance with its terms, (a) none of the execution or delivery of the Merger
Agreement, the making of the Offer, the acquisition of Shares pursuant to the
Offer or the consummation of the Merger will cause (i) the occurrence of a
"Distribution Date" (as defined in the Rights Agreement), (ii) the Rights to
become exercisable under the Rights Agreement, (iii) the Parent, K-III Prime or
the Purchaser or any of their affiliates or associates to be deemed an
"Acquiring Person" (as defined in the Rights Agreement) or (iv) the "Stock
Acquisition Date" (as defined in the Rights Agreement) to occur upon any such
event, (b) none of the acceptance for payment or payment for Shares by the
Purchaser pursuant to the Offer will cause (i) the occurrence of a Distribution
Date, (ii) the Rights to become exercisable under the Rights Agreement, (iii)
the Parent, K-III Prime or the Purchaser or any of their affiliates or
associates to be deemed an Acquiring Person or (iv) the Stock Acquisition Date
to occur upon any such event and (c) the Rights shall expire no later than
immediately prior to the purchase of Shares pursuant to the Offer.
 
  Conditions of the Offer.
 
    Under the terms of the Merger Agreement, the Purchaser shall not be required
to accept for payment or pay for any Shares tendered pursuant to the Offer, and
may terminate or amend the Offer (whether or not any Shares have theretofore
been purchased or paid for) and may postpone the acceptance for payment of and
payment for Shares tendered, if, immediately prior to the expiration of the
Offer, (i) the Minimum Condition shall not have been satisfied, (ii) any
applicable waiting period under the HSR Act shall not have expired or been
terminated, or any material approval, permit, authorization, consent or waiting
period of any domestic, foreign or supranational governmental, administrative or
regulatory agency (federal, state, local, provincial or otherwise) located or
having jurisdiction within the United States or any country or economic region
in which either the Company or K-III Prime, directly or indirectly, has material
assets or operations (it being understood that such material approvals shall
include the FCC Approvals), shall not have been obtained or satisfied on terms
satisfactory to K-III Prime in its reasonable discretion or (iii) at any time on
or after the date of the Merger Agreement, and prior to the acceptance for
payment of Shares, any of the following conditions shall exist:
 
    (a) there shall have been any action or proceeding brought by any
governmental authority before any federal or state court, or any order or
preliminary or permanent injunction entered in any action or proceeding before
any federal or state court or governmental, administrative or regulatory
authority or agency, located or having jurisdiction within the United States or
any country or economic region in which either the Company or K-III Prime,
directly or indirectly, has material assets or operations, or any other action
taken, proposed or threatened, or statute, rule, regulation, legislation,
interpretation, judgment or order proposed, sought, enacted, entered, enforced,
promulgated, amended, issued or deemed applicable to K-III Prime, the Company or
any subsidiary or affiliate of K-III Prime or the Company or the Offer or the
Merger, by any legislative body, court, government or governmental,
administrative or regulatory authority or agency located or having jurisdiction
within the United States or any country or economic region in which either the
Company or K-III Prime, directly or indirectly, has material assets or
operations, which could reasonably be expected to have the effect of : (i)
making illegal, or otherwise directly or indirectly restraining or prohibiting
or making materially more costly, the making of the Offer, the acceptance for
payment of, payment for, or ownership, directly or indirectly, of some of or all
the Shares by K-III Prime or the Purchaser, the consummation of any of the
transactions contemplated by the Merger Agreement or materially delaying the
Merger; (ii) prohibiting or materially limiting the ownership or operation by
the Company or any of its subsidiaries, or by K-III Prime, the Purchaser or any
of K-III Prime's subsidiaries of all or any material portion of the business or
assets of the Company or any of its material subsidiaries or K-III Prime or any
of its subsidiaries, or compelling the Purchaser, K-III Prime or any of K-III
Prime's subsidiaries to dispose of or hold separate all or any material portion
of the business or assets of the Company or any of its material
 
                                       9

subsidiaries or K-III Prime or any of its subsidiaries, as a result of the
transactions contemplated by the Offer or the Merger Agreement; (iii) imposing
or confirming limitations on the ability of the Purchaser, K-III Prime or any of
K-III Prime's subsidiaries effectively to acquire or hold or to exercise full
rights of ownership of Shares, including, without limitation, the right to vote
any Shares acquired or owned by K-III Prime or the Purchaser or any of K-III
Prime's subsidiaries on all matters properly presented to the shareholders of
the Company, including, without limitation, the adoption and approval of the
Merger Agreement and the Merger or the right to vote any shares of capital stock
of any subsidiary (other than immaterial subsidiaries) directly or indirectly
owned by the Company; (iv) requiring divestiture by K-III Prime or the
Purchaser, directly or indirectly, of any Shares; or (v) which would reasonably
be expected to materially adversely affect the business, financial condition or
results of operations of the Company and its subsidiaries taken as a whole or
the value of the Shares or of the Offer to the Purchaser or K-III Prime;
 
    (b) (i) it shall have been publicly disclosed or the Purchaser shall have
otherwise learned that beneficial ownership (determined for the purposes of this
paragraph as set forth in Rule 13d-3 promulgated under the Exchange Act) of 20%
or more of the then outstanding Shares has been acquired by any person or entity
or any "group" (as such term is defined under Section 13(d) of the Exchange
Act), other than K-III Prime or any of its affiliates or (ii) (A) the Board
shall have withdrawn or modified in a manner adverse to the Parent, K-III Prime
or the Purchaser the approval or recommendation of the Offer, the Merger or the
Merger Agreement or approved or recommended any takeover proposal or any other
acquisition of Shares other than the Offer and the Merger, (B) any such person
or other entity or group shall have entered into a definitive agreement or an
agreement in principle with the Company with respect to a tender offer or
exchange offer for any Shares or a merger, consolidation or other business
combination with or involving the Company or any of its subsidiaries or (C) the
Board shall have resolved to do any of the foregoing;
 
    (c) the Company shall have failed to perform in any material respect with
any material obligation of the Company to be performed or complied with by it
prior to the date the Purchaser purchases any Shares pursuant to the Offer or
any representation or warranty of the Company in the Merger Agreement shall not
be true and correct and the failure to be true and correct shall have a Material
Adverse Effect on the Company; provided, however, in determining whether a
Material Adverse Effect has occurred, any qualifications as to materiality
contained in any such representation and warranty shall be deemed not to apply;
 
    (d) the Merger Agreement shall have been terminated in accordance with its
terms;
 
    (e) the Purchaser and the Company shall have agreed that the Purchaser shall
terminate or amend the Offer;
 
    (f) there shall have occurred, or the Purchaser shall have become aware of
any fact that would be reasonably expected to have, a Material Adverse Effect on
the Company;
 
    (g) there shall have occurred (i) any general suspension of, or limitation
on prices for, or trading in securities on any national securities exchange;
(ii) a declaration of a banking moratorium or any suspension of payments in
respect of banks in the United States; (iii) any limitation (whether or not
mandatory) by any United States federal or state government or governmental,
administrative or regulatory authority or agency, on, or any other event that
could reasonably be expected to materially adverse effect, the extension of
credit by banks or other lending institutions; (iv) a commencement of a war or
armed hostilities or other national or international calamity directly or
indirectly involving the United States that could reasonably be expected to have
a Material Adverse Effect on the Company or materially adverse effect (or
materially delay) the consummation of the Offer; (v) any extraordinary or
material adverse change in the United States securities or financial markets
generally from the date of the Merger Agreement, including, without limitation,
a decline as of any day and as of ten trading days after such day, of at least
35% in either the Dow Jones Average of Industrial Stocks or the Standard &
 
                                       10

Poor's 400 index from the date hereof; or (vi) in the case of any of the
foregoing existing at the time of commencement of the Offer, a material
acceleration or worsening thereof;
 
    (h) the Board shall not have been increased from six to eight members; three
of the existing Company directors shall not have resigned effective as of the
date the Purchaser purchases any Shares pursuant to the Offer; and three
designees of K-III Prime (to the extent designated by K-III Prime) shall not
have been validly designated by the existing directors as of the date the
Purchaser purchases any Shares pursuant to the Offer to fill such vacancies; or
 
    (i) the Company shall have, after the date of the Merger Agreement, issued,
sold or granted or authorized the issuance, sale or grant of any shares of the
capital stock of the Company or any of its subsidiaries of any class, or any
options, warrants, convertible securities or other rights of any kind to acquire
any shares of such capital stock, or any other ownership interest (including,
without limitation, any phantom interest), of the Company (except for shares of
the Common Stock issuable upon the exercise of Options or pursuant to Company's
Employee Stock Purchase Plan); which, in the reasonably judgment of the
Purchaser with respect to each and every matter referred to above and regardless
of the circumstances (including any action or inaction by the Purchaser or any
of its affiliates not inconsistent with the terms hereof) giving rise to any
such condition, makes it inadvisable to proceed with the Offer or with such
acceptance for payment of or payment for Shares or to proceed with the Merger.
 
  Conditions of the Merger.
 
    Under the Merger Agreement, the respective obligations of the Company, K-III
Prime and the Purchaser to consummate the Merger are subject to the satisfaction
of the following conditions and only the following conditions: (a) the Merger
shall have been approved and adopted by the affirmative vote of the shareholders
of the Company to the extent required by Texas Law and the Articles of
Incorporation and Bylaws of the Company; (b) no governmental authority shall
have enacted, issued, promulgated, enforced or entered any law, order, executive
order, stay, decree, judgment, injunction or other order or statute, rule or
regulation which is in effect and which has the effect of making the acquisition
of Shares by the Parent, K-III Prime or the Purchaser or any affiliate of any of
them illegal or otherwise preventing or prohibiting consummation of the
transactions contemplated by the Merger Agreement; (c) any waiting period (and
any extension thereof) applicable to the consummation of the Merger under the
HSR Act shall have expired or been terminated; and (d) the Purchaser or its
permitted assignee shall have purchased all Shares validly tendered and not
withdrawn pursuant to the Offer; provided, however, that neither K-III Prime nor
the Purchaser shall be entitled to assert the failure of this condition if, in
breach of the Merger Agreement or the terms of the Offer, the Purchaser fails to
purchase any Shares validly tendered and not withdrawn pursuant to the Offer.
 
  Termination; Fees and Expenses.
 
    The Merger Agreement may be terminated and the Merger may be abandoned at
any time prior to the Effective Time, notwithstanding any requisite approval and
adoption of the Merger Agreement and the transactions contemplated thereby as
follows:
 
    (a) by mutual written consent duly authorized by the Boards of Directors of
each of the Parent, K-III Prime, the Purchaser and the Company;
 
    (b) by K-III Prime if (i) due to an occurrence or circumstance that results
in a failure to satisfy any condition set forth under the "Conditions of the
Offer" above, the Purchaser shall have (A) failed to commence the Offer within
10 days following the date of the Merger Agreement, (B) terminated the Offer
without having accepted any Shares for payment thereunder or (C) failed to pay
for Shares pursuant to the Offer within 120 days following the commencement of
the Offer, unless any such failure listed above shall have been caused by or
resulted from the failure of the Parent, K-III Prime or the Purchaser to perform
in any material respect any material covenant or agreement of either of them
 
                                       11

contained in the Merger Agreement or the material breach by the Parent, K-III
Prime or the Purchaser of any material representation or warranty of any of them
contained in the Merger Agreement, (ii) prior to the purchase of Shares pursuant
to the Offer, (A) the Board withdraws or modifies (including by amendment of
this Schedule 14D-9) in a manner adverse to the Purchaser its approval or
recommendation of the Merger Agreement, the Offer or the Merger or shall have
resolved to do so, (B) the Board shall have recommended to the shareholders of
the Company any Business Combination Transaction (as hereinafter defined) or
resolved to do so, (C) the Minimum Condition shall not have been satisfied by
the expiration date of the Offer and on or prior to such date any person
(including the Company or any of its subsidiaries or affiliates), other than the
Parent, K-III Prime or the Purchaser or any of their affiliates, shall have
become the beneficial owner of 20% or more of the Shares, (D) there shall have
been a breach of any representation or warranty on the part of the Company which
would reasonably be expected to either have a Material Adverse Effect on the
Company or prevent the consummation of the Offer or (E) there shall have been a
breach of any covenant or agreement on the part of the Company which would
reasonably be expected to either have a Material Adverse Effect on the Company
or prevent the consummation of the Offer, which shall not have been cured prior
to the earlier of (x) 10 days following notice of such breach and (y) two
business days prior to the date on which the Offer expires or (iii) the Offer
shall have remained open for at least 20 business days, the Minimum Condition
shall not have been satisfied by the expiration date of the Offer and on or
prior to such date any person (other than the Parent, K-III Prime or the
Purchaser or any of their affiliates) shall have made (A) a public announcement
or communication with respect to a Business Combination Transaction (as defined
below) or (B) a bona fide proposal to consummate a Business Combination
Transaction and the terms thereof shall have become public information;
 
    (c) by the Company if (i) the Purchaser shall have (A) failed to commence
the Offer within 10 days following the date of the Merger Agreement, (B)
terminated the Offer without having accepted any Shares for payment thereunder
or (C) failed to pay for Shares pursuant to the Offer within 120 days following
the commencement of the Offer, unless in the case of (A), (B), or (C)
immediately above, such failure to pay for Shares shall have been caused by or
resulted from the failure of the Company to satisfy the conditions set forth in
paragraph (c) under "Conditions of the Offer" above; provided that any
termination of the Merger Agreement by the Company pursuant to this provision
shall not be effective until the Company has made payment of the Alternative
Proposal Fee (as hereinafter defined) to the extent required by the Merger
Agreement or (ii) prior to the purchase of Shares pursuant to the Offer, any
person shall have made a bona fide offer to acquire the Company (A) that the
Board has determined in its good faith judgment is more favorable to the
Company's shareholders than the Offer and the Merger and (B) as a result of
which the Board is obligated by its fiduciary duty under applicable law, as
advised by independent legal counsel, to terminate the Merger Agreement,
provided that any termination of the Merger Agreement by the Company pursuant to
this provision shall not be effective until the Company has made payment of the
Alternative Proposal Fee; or
 
    (d) by K-III Prime or the Company if any court of competent jurisdiction or
other governmental body located or having jurisdiction within the United States
or any country or economic region in which either K-III Prime or the Company,
directly or indirectly, has material assets or operations, shall have issued a
final order, decree or ruling or taken any other final action restraining,
enjoining or otherwise prohibiting the Offer or the Merger and such order,
decree, ruling or other action is or shall have become final and nonappealable.
 
    The Merger Agreement provides that the Company shall pay the Purchaser a fee
(an "Alternative Proposal Fee") of $15,000,000, which amount is inclusive of all
K-III Prime Expenses (as hereinafter defined): (i) within one business day
following notice of termination of the Merger Agreement, if the Merger Agreement
is terminated pursuant to paragraph (b)(ii)(A), (B) or (C) above, or paragraph
(c)(ii) above, or if the Merger Agreement is terminated pursuant to paragraph
(b)(ii)(D) or (E) above, as a result of Company's willful breach of the
representation, warranty, covenant or agreement permitting such termination;
(ii) within one business day following notice of termination of the Merger
 
                                       12

Agreement if the Merger Agreement is terminated pursuant to paragraph (c)(i)
above in the event that at the time of such termination K-III Prime could have
terminated the Merger Agreement under paragraph (b)(ii)(A), (B) or (C) above; or
(iii) within one business day following the execution of any agreement or any
occurrence, as the case may be, referred to in this clause (iii) if the Merger
Agreement is terminated and (A) the Offer shall have remained open for at least
20 business days, (B) the Minimum Condition shall not have been satisfied, (C) a
Business Combination Transaction proposal shall have been made prior to
termination of the Offer and (D) any Business Combination Transaction is
thereafter consummated (or an agreement with respect thereto is entered into)
within 12 months of such termination. As used herein, the term "Business
Combination Transaction" shall mean any of the following involving the Company:
(1) any merger, consolidation, share exchange, business combination or other
similar transaction (other than the transactions contemplated by the Merger
Agreement); (2) any sale, lease, exchange, transfer or other disposition (other
than a pledge or mortgage) of 20% or more of the assets of the Company in a
single transaction or series of related transactions; (3) the acquisition by a
person or entity or any "group" (as such term is defined under Section 13(d) of
the Exchange Act and the rules and regulations thereunder) of beneficial
ownership of 20% or more of the Shares whether by tender offer, exchange offer
or otherwise; (4) the adoption by the Company of a plan of liquidation or the
declaration or payment of an extraordinary dividend; or (5) the repurchase by
the Company or any of its subsidiaries of 20% or more of the outstanding Shares,
other than a repurchase which was not approved by the Company or publicly
announced prior to the termination of the Merger Agreement and which is not part
of a series of transactions resulting in a change of control.
 
    (b) The Merger Agreement provides that K-III Prime shall be entitled to
receive the K-III Prime Expenses (but not the Alternative Proposal Fee) in
immediately available funds (not later than one business day after submission of
statements therefor) in the event that the Merger Agreement is terminated by
K-III Prime pursuant to paragraph (b)(i) above.
 
    "K-III Prime Expenses" means all out-of-pocket expenses and fees up to
$5,000,000 actually incurred by K-III Prime or the Purchaser or on their
respective behalf in connection with the transactions contemplated by the Merger
Agreement prior to the termination of the Merger Agreement (including, without
limitation, all fees and expenses of counsel, financial advisors, accountants,
banks or other entities providing financing to the Purchaser (including
financing, commitment and other fees payable thereto), accountants,
environmental and other experts and consultants to the Purchaser and its
affiliates, and all printing and advertising expenses) and in connection with
the negotiation, preparation, execution, performance and termination of the
Merger Agreement, the structuring of the transactions contemplated thereby, any
agreements relating thereto and any filings to be made in connection therewith.
 
    Except as set forth above, all costs and expenses incurred in connection
with the Merger Agreement shall be paid by the party incurring such expenses,
whether or not any of the transactions contemplated by the Merger Agreement are
consummated.
 
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
 
    (a) Recommendation of the Company's Board of Directors.
 
    The Board has determined that the Offer and the Merger are fair to and in
the best interests of the shareholders of the Company and recommends that all
shareholders of the Company accept the Offer and tender all of their Shares
pursuant to the Offer. See "--Reasons for the Offer; Factors Considered by the
Board" for a discussion of the factors considered by the Board in making its
recommendation.
 
    As set forth in the Offer Documents upon the terms and subject to the
conditions of the Offer (including the satisfaction of the Minimum Condition),
the Purchaser will accept for payment and pay for all Shares validly tendered on
or prior to the Expiration Date and not properly withdrawn. The term "Expiration
Date" means 12:00 Midnight, New York City time, on Thursday, May 23, 1996,
unless
 
                                       13

and until the Purchaser, in its sole discretion (but, subject to the terms and
conditions of the Merger Agreement), shall have extended the period during which
the Offer is open, in which event the term "Expiration Date" shall mean the
latest time and date at which the Offer, as so extended by the Purchaser, shall
expire. Shareholders considering not tendering their Shares in order to wait for
the Merger should note that the Purchaser is not obligated to purchase any
Shares, and can terminate the Offer and the Merger Agreement and not proceed
with the Merger, if the Minimum Condition is not satisfied or any of the other
conditions to the Offer are not satisfied. Under the Company's Articles of
Incorporation, the approval of the Board and the affirmative vote of the holders
of a majority of the outstanding Shares are all that would be required to
approve and adopt the Merger.
 
    A copy of the press release issued jointly by the Parent and the Company
announcing the Offer and the Merger is filed as Exhibit 3 to this Schedule 14D-9
and is incorporated herein by reference in its entirety.
 
    (b) Background of the Offer; Reasons for the Recommendation.
 
  Background.
 
    On September 26, 1995, Mr. Westcott, the Chairman of the Board and Chief
Executive Officer of the Company, met with representatives of Goldman Sachs to
discuss the possible engagement of Goldman Sachs for the purpose of providing
the Company with financial advice and assistance in evaluating alternatives in
order to maximize shareholder value, including the possible sale of the Company.
On October 19, 1995, the Company retained Goldman Sachs on an exclusive basis
for these purposes.
 
    On November 2, 1995, Mr. Westcott and Mr. Smith, the President and Chief
Operating Officer of the Company, met with representatives of Goldman Sachs to
discuss the business and operations of the Company. As a result of these
discussions, on November 9, 1995 the Company authorized Goldman Sachs to contact
12 companies in the media and communications industry in order to ascertain
their level of interest in a possible business combination with or acquisition
of the Company.
 
    At the November 14, 1995 quarterly Board meeting of the Company, a
discussion was held among the directors regarding the appropriateness of
adopting a shareholder rights plan as a means to assist in having an orderly
process to consider a possible sale of the Company. At a special meeting of the
Board held on December 15, 1995, further discussions were held with the
Company's financial advisor and legal counsel regarding the advisability of
implementing a shareholder rights plan, particularly in light of the
instructions which the Company had provided to Goldman Sachs.
 
    Following the December 15, 1995 Board meeting, the Company authorized
Goldman Sachs to contact an additional six companies in order to ascertain their
level of interest in a business combination with or acquisition of the Company.
The Parent was one of the six additional companies contacted by Goldman Sachs.
 
    On January 9, 1996, the Board held a special meeting to further discuss the
advisability of implementing a shareholder rights plan and ultimately approved
and adopted such a plan at the meeting.
 
    During December 1995 and January 1996, seven of the 18 companies contacted
by Goldman Sachs indicated that they were interested in continuing their
investigation of the Company, signed confidentiality agreements and received an
information memorandum relating to the Company.
 
    In February 1996, three of the companies which had received the information
memorandum indicated a continued interest in the Company, met with senior
management of the Company and were given access to a data room which included
strategic, operating and financial data regarding the Company.
 
                                       14

    On February 7, 1996, senior management of the Company met with management of
the Parent and the Parent was given access to the Company's data room. On
February 21, 1996, Goldman Sachs, on behalf of the Company, informed the Parent
that it would be asked to submit on March 5, 1996 a preliminary, non-binding
indication of interest with respect to the acquisition of the Company. Three
other companies, including one that had been admitted into the process in
mid-February, were invited by Goldman Sachs, on behalf of the Company, to submit
such indications of interest.
 
    Representatives of the Parent returned to the data room on February 22,
1996. On February 27, Mr. Westcott and Mr. Smith and a representative of Goldman
Sachs met with senior officers of the Parent, including Mr. William Reilly, Mr.
Charles McCurdy and Mr. Jack Farnsworth, to discuss a possible acquisition of
the Company.
 
    On March 5, 1996, non-binding indications of interest were received with
respect to an acquisition of the Company from three of the seven companies which
received the information memorandum, including the Parent.
 
    On March 7, 1996, Goldman Sachs, on behalf of the Company, informed the
three companies that they would be invited to conduct a further review of the
Company in order to be in a position to make a final, binding proposal for the
acquisition of the Company.
 
    On March 18, 1996, in response to a variety of inquiries by unrelated
persons, the Company made a public announcement that it had engaged Goldman
Sachs and was reviewing strategic alternatives, including a possible sale of the
Company. In response to this announcement, four additional parties indicated
their interest in obtaining information regarding the Company. Two of these
companies executed confidentiality agreements and were given access to
information on the Company and the Company's senior management. Neither of these
companies made a proposal to acquire the Company.
 
    On March 21 and 22, 1996, the Company provided representatives of the Parent
additional information regarding the Company.
 
    On March 26 and 27, 1996, representatives of the Parent conducted additional
financial and tax analyses with respect to the Company, including an analysis of
the Company's accountant's work papers. Between April 3 and April 16, 1996, the
Parent requested and received additional information regarding the Company.
 
    The Parent submitted a binding proposal for the acquisition of the Company
on April 17, 1996, in the amount of $20.00 per Share. In response to its
inquiries, Parent was informed that its proposal was not the highest received
from the three parties which submitted proposals.
 
    On April 19, 1996, the Parent's senior management requested a meeting with
representatives of the Company and informed those representatives that it would
raise its bid to $21.00 per Share. During that day, representatives of the
Company and the Parent had preliminary discussions of the terms of the
definitive acquisition agreement. Later that day, the Company's management
indicated that it would not solicit additional bids and wanted to negotiate a
mutually satisfactory, definitive agreement for presentation to its Board.
 
    On April 20 and 21, 1996, representatives of the Company met with
representatives of the Parent to negotiate the terms of a definitive acquisition
agreement.
 
    On April 21, 1996, the Company received a revised proposal from one of the
other parties which submitted proposals.
 
    Later on April 21, 1996, the Board held a special meeting to consider the
various acquisition proposals submitted to the Company. All of the Company's
directors, other than Messrs. Heller and Fernandes, participated in the meeting.
Messrs. Heller and Fernandes recused themselves from the
 
                                       15

meeting because of a financial interest that their employer had in one of the
parties submitting a proposal. At such meeting, the Board reviewed with certain
of its executive officers, legal counsel and financial advisors the three
acquisition proposals submitted to the Company. Based on such discussions, the
Board directed management to request an increase in the amount to be paid per
Share by the Parent. In response to this request, the Parent increased its offer
to $21.50 per Share. Thereafter, the Board approved the Merger Agreement and the
transactions contemplated thereby, including the Offer and the Merger.
 
    On April 22, 1996, the Parent, the Purchaser, K-III Prime and the Company
signed the Merger Agreement.
 
  Reasons for the Offer; Factors Considered by the Board.
 
    In approving the Offer and the Merger Agreement and recommending that all
shareholders tender their Shares pursuant to the Offer, the Board considered a
number of factors including:
 
        (a) the financial and other terms and conditions of the Offer and Merger
    Agreement;
 
        (b) the presentation of Goldman Sachs at the April 21, 1996 Board
    meeting and the oral opinion of Goldman Sachs to the effect that, as of the
    date of such opinion and based upon certain matters considered relevant by
    Goldman Sachs, the $21.50 per Share in cash to be received by the holders of
    Shares in the Offer and the Merger was fair to such holders. The full text
    of the written opinion of Goldman Sachs dated April 22, 1996, which sets
    forth assumptions made, matters considered and limitations on the review
    undertaken in connection with the opinion, is attached hereto as Annex B.
    Shareholders are urged to, and should, read such opinion carefully in its
    entirety;
 
        (c) the possible alternatives to the Offer and the Merger, including,
    without limitation, continuing to operate the Company as an independent
    entity, and the risks associated therewith;
 
        (d) the familiarity of the Board with the business, results of
    operations and prospects of the Company and the nature of the industry in
    which it operates;
 
        (e) the fact that the terms of the Merger Agreement should not unduly
    discourage other third parties from making bona fide proposals to acquire
    the Company subsequent to the execution of the Merger Agreement and, if any
    such proposals were made, the Board, in the exercise of its fiduciary
    duties, could determine to provide information to and engage in negotiations
    with any such third party subject to the terms and conditions of the Merger
    Agreement; and
 
        (f) the regulatory approvals required to consummate the Merger,
    including, among others, antitrust approvals and the FCC Approvals, and the
    prospects for receiving such approvals.
 
    The Board did not assign relative weights to the factors or determine that
any factor was of particular importance. Rather, the Board viewed its position
and recommendation as being on the totality of the information presented to and
considered by it.
 
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
 
    Pursuant to a letter agreement dated October 19, 1995 (the "Engagement
Letter"), the Company engaged Goldman Sachs as its financial advisor. Pursuant
to the terms of the Engagement Letter, the Company agreed to pay Goldman Sachs,
upon the sale of 50% or more of the outstanding Shares or assets in one or a
series of transactions, 1.0% of the aggregate consideration to be paid in such
transaction. Under the Engagement Letter, the aggregate consideration, in the
case of the sale, exchange or purchase of the Company's equity securities, is
defined as the total consideration paid for the Shares (including amounts paid
to holders of options, warrants and convertible securities), plus the
 
                                       16

principal amount of all indebtedness for borrowed money as set forth on the most
recent consolidated balance sheet of the Company prior to the consummation of
the sale, exchange or purchase. The Company has agreed to reimburse Goldman
Sachs for its reasonable out-of-pocket expenses, including attorney's fees, and
to indemnify Goldman Sachs against certain liabilities, including certain
liabilities under the federal securities laws.
 
    Neither the Company nor any person acting on its behalf has or currently
intends to employ, retain or compensate any person to make solicitations or
recommendations to the shareholders of the Company on its behalf with respect to
the Offer.
 
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
 
    (a) To the best of the Company's knowledge, no transactions in the Shares
have been effected during the past 60 days by the Company or by any executive
officer, director, affiliate or subsidiary of the Company, other than the grant
of options to Ms. Farragut and Mr. Klarin to purchase an aggregate of 35,000
shares of Common Stock on February 26, 1996. See "Item 3. Identity and
Background-- Merger Agreement--The Merger."
 
    (b) To the best of the Company's knowledge, all of the Company's executive
officers and directors who own Shares currently intend to tender all of their
Shares pursuant to the Offer.
 
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
 
    (a) Except as set forth herein, no negotiation is being undertaken or is
underway by the Company in response to the Offer which relates to or would
result in (i) an extraordinary transaction such as a merger or reorganization,
involving the Company or any subsidiary of the Company; (ii) a purchase, sale or
transfer of a material amount of assets by the Company or any subsidiary of the
Company; (iii) a tender offer for or other acquisition of securities by or of
the Company; or (iv) any material change in the present capitalization or
dividend policy of the Company.
 
    (b) Except as set forth herein, there is no transaction, board resolution,
agreement in principle or signed contract in response to the Offer that relates
to or would result in one or more of the events referred to in Item 7(a) above.
 
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
 
    None.
 
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
 


EXHIBIT
NUMBER    DESCRIPTION
- -------   ------------------------------------------------------------------------------------
       
 
  1       Merger Agreement
 
  2       Form of Severance Agreement
 
  3       Press Release of the Company and the Parent, issued April 22, 1996
 
  4       Letter, dated April 26, 1996, from the Chairman of the Board and Chief Executive
            Officer to the Shareholders of the Company
 
  5       Opinion of Goldman, Sachs & Co., dated April 22, 1996 (included as Annex B to the
            Schedule 14D-9)

 
                                       17

                                   SIGNATURE
 
    After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
 
                                          WESTCOTT COMMUNICATIONS, INC.
 
                                          By /s/ PHYLLIS
                                             FARRAGUT
                                             ...................................
 
                                             Name: Phyllis Farragut
                                            Title: Executive Vice President and
                                             Chief Financial Officer
 
April 26, 1996
 
                                       18

                                    ANNEX A
 
       INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF THE SECURITIES
                 EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER
 
           NO VOTE OR OTHER ACTION OF THE SHAREHOLDERS IS REQUIRED IN
        CONNECTION WITH THIS INFORMATION STATEMENT. NO PROXIES ARE BEING
        SOLICITED AND YOU ARE REQUESTED NOT TO SEND THE COMPANY A PROXY.
 
    This Information Statement, which is being mailed on or about April 26, 1996
to the holders of shares of the Common Stock, $.01 par value per share (the
"Common Stock"), of Westcott Communications, Inc., a Texas corporation (the
"Company"), and is being furnished in connection with the designation by K-III
Acquisition Corp., a Texas corporation (the "Purchaser") and a direct, wholly
owned subsidiary of K-III Prime Corporation, a Delaware corporation ("K-III
Prime") and a direct, wholly owned subsidiary of K-III Communications
Corporation, a Delaware corporation (the "Parent"), of persons (the "Purchaser
Designees") to the Board of Directors of the Company (the "Board"). Such
designation is made pursuant to an Agreement and Plan of Merger dated as of
April 22, 1996 (the "Merger Agreement") among the Company, the Parent, K-III
Prime and the Purchaser.
 
    The Merger Agreement provides, among other things, that the Purchaser is to
commence a cash tender offer no later than April 26, 1996 to purchase all of the
issued and outstanding shares of the Common Stock (the "Shares") at a price of
$21.50 per Share, net to the seller in cash without interest thereon, upon the
terms and subject to the conditions set forth in the Purchaser's Offer to
Purchase dated April 26, 1996 and the related Letter of Transmittal (which Offer
to Purchase and related Letter of Transmittal together constitute the "Offer").
The Offer and withdrawal rights will expire at 12:00 midnight, New York City
time, on Thursday, May 23, 1996, unless the Offer is extended. The obligation of
the Purchaser to accept for payment and pay for Shares tendered pursuant to the
Offer is subject to, among other things, the condition (the "Minimum Condition")
that at least the number of Shares that, when combined with the Shares already
owned by the Parent and its direct or indirect subsidiaries, constitute a
majority of the then Outstanding Shares on a Fully Diluted Basis (as hereinafter
defined) shall have been validly tendered and not withdrawn prior to the
expiration of the Offer. The Merger Agreement provides that "Outstanding Shares
on a Fully Diluted Basis" means all outstanding shares plus all shares available
for issuance under the Company's Employee Stock Purchase Plan plus all Shares
issuable upon the conversion of any convertible securities or upon the exercise
of any options, warrants or rights (other than the preferred share purchase
rights associated with the Common Stock). The Merger Agreement also provides for
the merger (the "Merger") of the Purchaser with and into the Company as soon as
practicable after consummation of the Offer. Following the consummation of the
Merger (the "Effective Time"), the Company will be the surviving corporation
(the "Surviving Corporation") and a wholly owned subsidiary of K-III Prime. In
the Merger, each Share issued and outstanding immediately prior to the Effective
Time (other than Shares held in the treasury of the Company or by the Parent,
the Purchaser or any direct or indirect wholly owned subsidiary of the Parent or
the Company, all of which will be canceled and retired, and other than Shares,
if any, held by shareholders who have perfected rights as dissenting
shareholders under the Texas Business Corporation Act ("Texas Law")) will be
converted into the right to receive cash in an amount of $21.50, net to the
seller in cash, without interest.
 
    The Merger Agreement provides that promptly upon the purchase by the
Purchaser of a majority of the outstanding Shares pursuant to the Offer, and
from time to time thereafter, the Purchaser shall be entitled to designate the
number of directors (the "Purchaser's Designees"), rounded up to the next whole
number, on the Board as shall give the Purchaser representation on the Board
equal to the product of the total number of directors on the Board (giving
effect to the election of any additional directors pursuant to the Merger
Agreement) multiplied by the percentage that the aggregate number

of Shares beneficially owned by the Purchaser or any affiliate thereof bears to
the total number of Shares then outstanding, and the Company shall, at such
time, promptly take all actions necessary to cause the Purchaser's Designees to
be elected as directors of the Company, including increasing the size of the
Board or securing the resignations of incumbent directors or both. At such
times, the Company shall use its best efforts to cause the Purchaser's Designees
to constitute the same percentage as the Purchaser's Designees shall constitute
of the Board of (i) each committee of the Board, (ii) each board of directors of
each domestic subsidiary of the Company and (iii) each committee of each such
board, in each case only to the extent permitted by applicable law. The
Company's obligations to cause to be elected the Purchaser's Designees to the
Board shall be subject to Section 14(f) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and Rule 14f-1 promulgated thereunder.
 
    Following the election or appointment of the Purchaser's Designees and prior
to the Effective Time, any amendment of the Merger Agreement or the Articles of
Incorporation or Bylaws of the Company, any termination of the Merger Agreement
by the Company, any extension by the Company of the time for the performance of
any of the obligations or the acts of the Parent, K-III Prime or the Purchaser
or waiver of any of the Company's rights under the Merger Agreement shall
require the concurrence of a majority of the directors of the Company then in
office who are neither the Purchaser's Designees or employees of the Company or
if no such directors are then in office, no such amendment, termination,
extension or waiver shall be effected which is materially adverse to the holders
of Shares (other than K-III Prime and its subsidiaries).
 
    The terms of the Merger Agreement, a summary of the events leading up to the
Offer and the execution of the Merger Agreement and certain other information
concerning the Offer and the Merger are contained in the Offer to Purchase and
in the Solicitation/Recommendation Statement on Schedule 14D-9 of the Company
(the "Schedule 14D-9") with respect to the Offer, copies of which are being
delivered to shareholders of the Company contemporaneously herewith. Certain
other documents (including the Merger Agreement) were filed with the Securities
and Exchange Commission (the "Commission") as exhibits to the Schedule 14D-9 and
as exhibits to the Tender Offer Statement on Schedule 14D-1 of the Purchaser,
K-III Prime and the Parent (the "Schedule 14D-1"). The exhibits to the Schedule
14D-9 and the Schedule 14D-1 may be examined at, and copies thereof may be
obtained from, the regional offices of and public reference facilities
maintained by the Commission (except that the exhibits thereto cannot be
obtained from the regional offices of the Commission) in the manner set forth in
Section 7 of the Offer to Purchase. In the Merger Agreement, the Parent
represented that it has and will make available to the Purchaser the funds to
purchase all shares of Common Stock tendered pursuant to the Offer and to
consummate the Merger.
 
    No action is required by the shareholders of the Company in connection with
the election or appointment of the Purchaser's Designees to the Board. However,
Section 14(f) of the Exchange Act requires the mailing to the Company's
shareholders of the information set forth in this Information Statement prior to
a change in a majority of the Company's directors otherwise than at a meeting of
the Company's shareholders.
 
    The information contained in this Information Statement concerning the
Parent, K-III Prime, the Purchaser and the Purchaser's Designees has been
furnished to the Company by such persons, and the Company assumes no
responsibility for the accuracy or completeness of such information. The
Schedule 14D-1 indicates that the principal executive offices of the Parent,
K-III Prime and the Purchaser are located at 745 Fifth Avenue, New York, New
York 10151.
 
                                      A-2

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
GENERAL.
 
    The outstanding voting securities of the Company as of March 28, 1996
consisted of 19,816,435 shares of Common Stock, and each share of Common Stock
is entitled to one vote.
 
PRINCIPAL SHAREHOLDERS.
 
    The following table sets forth as of March 28, 1996 information known to the
management of the Company concerning the beneficial ownership of Common Stock by
(a) each person who is known by the Company to be the beneficial owner of more
than five percent of the shares of Common Stock outstanding, (b) each director
of the Company, (c) the Company's Chief Executive Officer, (d) each of the
Company's other most highly compensated executive officers and (e) all directors
and executive officers of the Company as a group.
 


                                                                         SHARES BENEFICIALLY
                                                                               OWNED(2)
                         NAME AND ADDRESS                             --------------------------
                    OF THE BENEFICIAL OWNER(1)                         NUMBER            PERCENT
- -------------------------------------------------------------------   ---------          -------
                                                                                   
  Carl Westcott....................................................   2,225,556(3)         10.9%
  1303 Marsh Lane
  Carrollton, Texas 75006
 
  Gardner Lewis Asset Management. L.P..............................   1,592,800(4)          7.8%
  285 Wilmington--West Chester Pike
  Chadds Ford, PA 19317
 
  The Capital Group Companies, Inc.................................   1,508,000(5)          7.4%
  333 South Hope Street
  Los Angeles, CA 9007
 
  Wellington Management Company....................................   1,143,000(6)          5.6%
  75 State Street
  Boston, Mass 02109
 
  Thomas W. Smith..................................................   1,013,540(7)          5.0%
  323 Railroad Avenue
  Greenwich, CO 06830
 
  Jack T. Smith....................................................     314,792(8)          1.5%
 
  Gary J. Fernandes................................................     193,850(9)          1.0%
 
  Jeffrey M. Heller................................................      20,750(10)        *
 
  Stansfield Turner................................................      12,750(11)        *
 
  Kern Wildenthal..................................................      15,750(12)        *
 
  Phyllis Farragut.................................................      89,970(13)        *
 
  Joshua D. Klarin.................................................      27,500(14)        *
 
  All directors and executive officers as a group (8 persons)......   2,900,918(15)        14.2%

 
- ------------
 
  * Represents less than 1% of outstanding Common Stock.
 
 (1) Except as indicated in the footnotes to this table, the persons named in
     the table have sole voting and investment power with respect to all shares
     of Common Stock shown as beneficially owned by them, subject to community
     property laws where applicable.
 
                                         (Footnotes continued on following page)
 
                                      A-3

(Footnotes continued from preceding page)
 (2) Includes 618,000 shares of Common Stock which are issuable pursuant to the
     exercise of stock options which were fully vested and exercisable on March
     28, 1996 or within 60 days of that date.
 
 (3) Includes 250,000 shares of Common Stock which are issuable pursuant to the
     exercise of stock options which were fully vested and exercisable on March
     28, 1996 or within 60 days of that date.
 
 (4) Based on Schedule 13G dated February 9, 1996 filed by Gardner Lewis Asset
     Management, L.P. According to the Schedule 13G, Gardner Lewis Asset
     Management, L.P. has sole voting control with respect to 1,362,800 shares
     of Common Stock and shares voting control with respect to an additional
     44,700 shares of Common Stock. Gardner Lewis Asset Management, L.P. has
     sole dispositive power with respect to all 1,592,800 shares.
 
 (5) Based on Schedule 13G dated February 9, 1996 filed by The Capital Group
     Companies, Inc., on behalf of itself, Capital Research and Management
     Company, and Capital Guardian Trust Company, operating subsidiaries.
     According to the Schedule 13G, Capital Research and Management Company
     exercises investment discretion with respect to 1,000,000 shares of Common
     Stock but has no power to direct the vote of such shares, and Capital
     Guardian Trust Company exercises investment discretion with respect to
     508,000 shares of Common Stock and has sole voting control with respect to
     473,000 of such shares.
 
 (6) Based on Schedule 13G dated February 2, 1996 filed by Wellington Management
     Company on behalf of Wellington Trust Company, N.A. According to the
     Schedule 13G, Wellington Trust Company, N.A. has shared dispositive power
     with respect to 1,143,000 shares of Common Stock and shares voting control
     with respect to 237,000 of such shares.
 
 (7) Based on Schedule 13D dated February 22, 1996 filed by Thomas W. Smith and
     Thomas N. Tryforos. According to the Schedule 13D, Mr. Smith has sole
     voting and dispositive power with respect to 173,540 shares of Common Stock
     and shares voting and dispositive power with respect to an additional
     840,000 shares, and Mr. Tryforos has sole voting and dispositive power with
     respect to 9,450 shares of Common Stock and shares voting and dispositive
     power with respect to an additional 840,000 shares.
 
 (8) Includes 227,500 shares of Common Stock which are issuable pursuant to the
     exercise of stock options which were fully vested and exercisable on March
     28, 1996 or within 60 days of that date.
 
 (9) Includes 15,750 shares of Common Stock which are issuable pursuant to the
     exercise of stock options which were fully vested and exercisable on March
     28, 1996 or within 60 days of that date.
 
(10) Includes 15,750 shares of Common Stock which are issuable pursuant to the
     exercise of stock options which were fully vested and exercisable on March
     28, 1996 or within 60 days of that date.
 
(11) Includes 750 shares of Common Stock which are issuable pursuant to the
     exercise of stock options which were fully vested and exercisable on March
     28, 1996 or within 60 days of that date.
 
(12) Includes 15,750 shares of Common Stock which are issuable pursuant to the
     exercise of stock options which were fully vested and exercisable on March
     28, 1996 or within 60 days of that date.
 
(13) Includes 65,000 shares of Common Stock which are issuable pursuant to the
     exercise of stock options which were fully vested and exercisable on March
     28, 1996 or within 60 days of that date.
 
(14) Includes 27,500 shares of Common Stock which are issuable pursuant to the
     exercise of stock options which were fully vested and exercisable on March
     28, 1996 or within 60 days of that date.
 
(15) Includes 618,000 shares of Common Stock which are issuable pursuant to the
     exercise of stock options which were fully vested and exercisable on March
     28, 1996 or within 60 days of that date.
 
                                      A-4

DIRECTORS AND EXECUTIVE OFFICERS
PURCHASER'S DESIGNEES.
 
    The Company has been informed by the Purchaser that, as of the date of this
Information Statement, the following individuals have been selected as the
Purchaser's Designees.
 
    Mr. William F. Reilly, age 57, is Chairman of the Board, Chief Executive
Officer and a director of the Parent (and served in such capacities with its
predecessors). Prior to March 1990 he was a President and Chief Operating
Officer of Macmillan, Inc. ("Macmillan"). Mr. Reilly is also a director of FMC
Corporation.
 
    Mr. Charles G. McCurdy, age 40, is President and a director of the Parent.
Mr. McCurdy was elected to this position in November 1991 and was Treasurer from
1991 to August 1993 (and served in such capacity with its predecessors). Prior
to February 1989 he was Vice-President--Corporate Finance at Macmillan.
 
    Ms. Beverly C. Chell, age 53, is Vice Chairman, General Counsel and
Secretary of the Parent. Ms. Chell was elected to this position in November 1991
(and served in such capacity with its predecessors) and a director in March
1992. Prior thereto she was Vice President, General Counsel and Secretary of
Macmillan.
 
    Mr. Michael T. Tokarz, age 46, is a member of the limited liability company
which serves as the general partner of Kohlberg Kravis Roberts & Co. ("KKR").
From January 1, 1993 to January 1, 1996, he was a General Partner of KKR. Prior
to January 1993 he was an executive at KKR. Mr. Tokarz is also a director of
IDEX Corporation, Safeway, Inc., Flagstar Companies Inc., Flagstar Corporation
and Walters Industries Inc.
 
    Mr. Perry Golkin, age 42, is a member of the limited liability company which
serves as the general partner of KKR. From January 1, 1995 to January 1, 1996 he
was a General Partner of KKR. Prior to 1995 he was an executive at KKR. Mr.
Golkin is also a director of American Re Corporation and Walters Industries Inc.
 
    None of the persons from among whom the Purchaser's Designees will be
selected or their associates is a director of, or holds any position with, the
Company. To the best knowledge of the Company, none of the Purchaser's Designees
or their associates beneficially owns any equity securities, or rights to
acquire any equity securities, of the Company or has been involved in any
transactions with the Company or any of its directors or executive officers that
are required to be disclosed pursuant to the rules and regulations of the
Commission.
 
CURRENT DIRECTORS.
 
    The individuals set forth below are presently directors of the Company and
have served continuously since first becoming directors.
 


    NAME                                     AGE      POSITION
- ------------------------------------------   ---   ------------------------------------------
                                             
Carl Westcott.............................   56    Director, Chairman of the Board of
                                                   Directors and Chief Executive Officer
Jack T. Smith.............................   43    Director, President and Chief Operating
                                                     Officer
Gary J. Fernandes.........................   52    Director(1)
Jeffrey M. Heller.........................   56    Director(1)
Stansfield Turner.........................   72    Director(1)
Kern Wildenthal...........................   54    Director(1)

 
- ------------
 
(1) Member of the Audit Committee, Compensation Committee, Stock Option
    Committee and Employee Stock Purchase Plan Committee.
 
                                      A-5

    Mr. Westcott has been a director, Chairman of the Board of Directors and
Chief Executive Officer of the Company since its inception in May 1986. Prior
thereto, Mr. Westcott was the sole or majority owner of a number of corporations
in the automobile sales, automobile dealership support and communications
industries. Mr. Westcott is also a director of First USA, Inc., and Jayhawk
Acceptance Corporation. Mr. Westcott is the brother of Ms. Farragut, Executive
Vice President, Chief Financial Officer and Secretary of the Company.
 
    Mr. Smith serves as the President and Chief Operating Officer of the
Company. In such capacity, Mr. Smith is primarily responsible for overseeing
operations of the Company and the formulation and implementation of its
strategic plans. He has been a director of the Company since October 1987,
served as Vice President and Chief Financial Officer of the Company from July
1987 to March 1988 and served as Executive Vice President from March 1988 to
October 1989 when he began serving as President and Chief Operating Officer. Mr.
Smith is also a director of Jayhawk Acceptance Corporation.
 
    Mr. Fernandes has been a director of the Company since May 1989. Mr.
Fernandes has been employed by Electronic Data Systems Corporation ("EDS") for
the last 27 years in various capacities and is currently a Senior Vice President
of EDS. Mr. Fernandes is also a director of EDS, The Southland Corporation, John
Wiley & Sons, Inc., and AmTech Corp.
 
    Mr. Heller has been a director of the Company since October 1987. Mr. Heller
has been employed by EDS for the last 28 years in various capacities and is
currently a Senior Vice President of EDS. Mr. Heller is also a director of EDS.
 
    Admiral Turner has been a director of the Company since January 1990.
Admiral Turner is presently a professor, lecturer and writer. Admiral Turner
served in various positions in the military and government including 36th
President of the Naval War College at Newport, Rhode Island; Commander, United
States Second Fleet and NATO Striking Fleet Atlantic; Commander in Chief of
NATO's Southern Flank; Director of Central Intelligence, heading both the
Intelligence Community and the Central Intelligence Agency. Admiral Turner
served as the John M. Olin Distinguished Professor of National Security at the
U. S. Military Academy at West Point, New York during 1989 and 1990, and, since
1991, has been a professor at the University of Maryland. Admiral Turner is also
a director of the Chase Investment Counsel Corporation.
 
    Dr. Wildenthal has been a director of the Company since November 1992. Dr.
Wildenthal has been the President of the University of Texas Southwestern
Medical Center at Dallas since 1986. Prior to that he had served as medical
school dean and professor of internal medicine and physiology at the Center, and
as a Guggenheim Fellow and visiting scientist at the University of Cambridge,
England. He has held a variety of national offices in a number of health
organizations, including the American Heart Association, the Association of
Academic Health Centers, the American Federation for Clinical Research, and the
American Section of the International Society for Heart Research.
 
OTHER EXECUTIVE OFFICERS.
 
    The other executive officers of the Company are as follows:
 


    NAME                                     AGE      POSITION
- ------------------------------------------   ---   ------------------------------------------
                                             
Phyllis Farragut..........................   49    Executive Vice President, Chief Financial
                                                     Officer and Secretary
Joshua D. Klarin..........................   38    Executive Vice President

 
    Ms. Farragut has been a Vice President of the Company since February 1988.
She became Controller in November 1990, was elected Secretary on December 19,
1990 and was elected Chief
 
                                      A-6

Financial Officer August 6, 1991. Ms. Farragut is a Certified Public Accountant
who maintained her own practice for 12 years before joining the Company. Ms.
Farragut is the sister of Mr. Westcott.
 
    Mr. Klarin joined the Company in June 1993 as Vice President and General
Manager of the Company's then developing Interactive Distance Training Network.
Mr. Klarin was made Executive Vice President in May 1995. Prior to his election,
Mr. Klarin had served for 14 years in various capacities at Mead Data
Corporation and for the three years immediately preceding his joining the
Company was Director of New Product Development for Mead's Lexis/Nexis division.
 
CERTAIN TRANSACTIONS.
 
    The Company periodically leases a jet aircraft from a corporation which is
wholly-owned by Mr. Westcott. Under this leasing arrangement, the Company pays a
rate of approximately $3,000 per hour of use, plus crew fees and applicable
taxes. The Company believes that these terms are no less favorable to the
Company than can be obtained for similar services from unaffiliated parties. The
Company paid $149,783 in 1995 for its use of the jet aircraft.
 
MEETINGS AND COMMITTEES OF THE BOARD.
 
    During 1995 six meetings of the Board of Directors were held. Each of
Messrs. Carl Westcott, Jack T. Smith, Jeffrey M. Heller, Gary Fernandes and Dr.
Kern Wildenthal and Admiral Stansfield Turner attended in excess of 80% of the
Board meetings and committee meetings, except Dr. Wildenthal, who attended 66%
of the Stock Option Committee meetings, and Mr. Fernandes, who was unable to
attend the one meeting of the Compensation Committee, one of the two meetings of
the Audit Committee and one of the three meetings of the Stock Option Committee
held during 1995. The Company has no nominating committee, but it does have the
following standing committees:
 
         Audit Committee. The Audit Committee was formed in August 1989. This
    committee, which met twice during 1995, meets with the Company's principal
    financial officer and independent auditors to review the scope of auditing
    procedures and to review the Company's public financial statements. The
    current members of the committee are Gary J. Fernandes, Jeffrey M. Heller,
    Stansfield Turner and Kern Wildenthal.
 
         Compensation Committee. The Compensation Committee is responsible for
    determining appropriate incentive compensation for the Company's executive
    officers. The committee is composed of Gary J. Fernandes, Jeffrey M. Heller,
    Stansfield Turner and Kern Wildenthal. This committee met once during 1995.
 
         Stock Option Committee. The Stock Option Committee, which is composed
    of Gary J. Fernandes, Jeffrey M. Heller, Stansfield Turner and Kern
    Wildenthal, administers the 1989 Stock Option Plan and the Nonemployee Stock
    Option Plan. The committee met three times during 1995.
 
         Employee Stock Purchase Plan Committee. The Employee Stock Purchase
    Plan Committee, which is composed of Gary J. Fernandes, Jeffrey M. Heller,
    Stansfield Turner and Kern Wildenthal, administers the Employee Stock
    Purchase Plan. This committee did not meet during 1995.
 
COMPENSATION OF DIRECTORS.
 
    The Company pays each of Messrs. Fernandes and Heller, Admiral Turner and
Dr. Wildenthal $12,000 per year for their services as directors, plus $2,000 for
each Board meeting attended and
 
                                      A-7

reimbursement for expenses associated with attending Board meetings. Admiral
Turner, as chairman of the Company's Audit Committee, also receives $1,000 for
each Audit Committee meeting attended.
 
    In addition to the cash compensation, each of Messrs. Fernandes and Heller
holds an option for 20,000 shares of Common Stock at $12.63 per share, and Dr.
Wildenthal holds an option for 20,000 shares of Common Stock at $9.69 per share.
These options were granted pursuant to the Company's Nonemployee Stock Option
Plan (the "Plan"), which provides for the automatic grant of stock options to
nonemployee directors. Under the Plan, nonemployee directors are granted options
to purchase 10,000 shares of Common Stock upon their initial election to the
Board of Directors at a price per share equal to the fair market value of such
shares on the date of such election. Thereafter, upon re-election, nonemployee
directors are granted options to purchase 1,000 shares of Common Stock at a
price per share equal to the fair market value of such shares on the date of
such re-election. Each of Messrs. Fernandes and Heller and Admiral Turner and
Dr. Wildenthal were granted an option for 1,000 shares of Common Stock at $14.88
and for 1,000 shares of Common Stock at $15.00 upon their re-election to the
Board of Directors in 1994 and 1995, respectively, pursuant to the automatic
grant provisions of the Plan. Options granted under the Plan vest in 20%
increments over five years and expire after ten years from the date of grant.
 
EXECUTIVE COMPENSATION TABLE.
CASH COMPENSATION
 
    The following table sets forth the cash compensation paid by the Company to
its Chief Executive Officer and to each of its most highly compensated executive
officers, during each of the last three years.
 


                                                                                      SECURITIES
                                                                          OTHER       UNDERLYING       ALL
               NAME AND                 FISCAL                            ANNUAL       OPTIONS/       OTHER
          PRINCIPAL POSITION             YEAR    SALARY(2)    BONUS    COMPENSATION   SARS(#)(3)   COMPENSATION
- --------------------------------------  ------   ---------   -------   ------------   ----------   ------------
                                                                                 
Carl Westcott.........................   1995    $ 240,000     -0-       -0-             -0-         -0-
  Chairman and Chief Executive Officer   1994      240,000     -0-       -0-            500,000      -0-
                                         1993      240,000     -0-       -0-             -0-         -0-
Jack T. Smith.........................   1995    $ 222,000     -0-       -0-             -0-         -0-
  President and Chief Operating          1994      222,000     -0-       -0-            200,000      -0-
  Officer                                1993      222,000     -0-       -0-             50,000      -0-
Phyllis Farragut......................   1995    $ 135,000     -0-       -0-             -0-         -0-
  Executive Vice President and Chief     1994      133,125     -0-       -0-            100,000      -0-
  Financial Officer                      1993      108,440     -0-       -0-             20,000      -0-
Joshua D. Klarin......................   1995    $ 135,000   $50,000     -0-             10,000      -0-
  Executive Vice President(1)            1994      135,000     -0-       -0-             -0-         -0-
                                         1993       78,317     -0-       -0-             50,000      -0-

 
- ------------
 
(1) Mr. Joshua D. Klarin joined the Company in June 1993.
 
(2) In April 1995 the Company established a savings plan under Section 401(k) of
    the Internal Revenue Code (the "Savings Plan"). Eligible employees of the
    Company may elect to contribute up to 15% of their compensation to any of
    several investment vehicles established under the Savings Plan. The Company
    does not make any contribution on behalf of eligible employees to the
    Savings Plan. All amounts contributed by the officers named above is
    included in amounts stated for salary and bonus.
 
(3) See "Option Grants and Exercises."
 
                                      A-8

OPTION GRANTS AND EXERCISES.
 
    The following table sets forth as to the Company's Chief Executive Officer
and its other most highly compensated executive officers certain information
with respect to option grants during the year ended December 31, 1995.
 


                                                                                               POTENTIAL
                                                                                           REALIZABLE VALUE
                                                   INDIVIDUAL GRANTS                       AT ASSUMED ANNUAL
                                 ------------------------------------------------------     RATES OF STOCK
                                  NUMBER OF       % OF TOTAL                                     PRICE
                                  SECURITIES     OPTIONS/SARS    EXERCISE                    APPRECIATION
                                  UNDERLYING      GRANTED TO     OR BASE                    FOR OPTION TERM
                                 OPTIONS/SARS    EMPLOYEES IN     PRICE      EXPIRATION    -----------------
    NAME                           GRANTED       FISCAL YEAR      ($/SH)        DATE       5%($)     10%($)
- -------------------------------  ------------    ------------    --------    ----------    ------    -------
                                                                                   
Carl Westcott..................     -0-            N/A             N/A         N/A          N/A        N/A
Jack T. Smith..................     -0-            N/A             N/A         N/A          N/A        N/A
Phyllis Farragut...............     -0-            N/A             N/A         N/A          N/A        N/A
Joshua D. Klarin...............  10,000(1)         8.7           14.88       2/6/02      62,025    142,860

 
- ------------
 
(1) This option is a nonincentive stock option granted pursuant to the Company's
    1989 Stock Option Plan. The option vests in 25% increments over the first
    four years of the option, and expires on February 6, 2002. In the event of a
    merger of the Company with or into another corporation or a sale of all or
    substantially all of the Company's assets, the option shall be assumed or an
    equivalent option substituted by the successor corporation; if not so
    assumed or substituted, the Board of Directors of the Company must
    accelerate the exercisability of the options.
 
AGGREGATE OPTION EXERCISES AND YEAR-END OPTION VALUES.
 
    The following table sets forth the aggregate exercises of options for the
Company's Chief Executive Officer and its other most highly compensated
executive officers during the year ended December 31, 1995, and the value of
unexercised options at year-end.
 


                                                                                               VALUE OF
                                                                                              UNEXERCISED
                                                                                             IN-THE-MONEY
                                                         NUMBER OF SECURITIES              OPTIONS AT FISCAL
                            SHARES                      UNDERLYING UNEXERCISED                 YEAR-END
                           ACQUIRED       VALUE      ----------------------------    -----------------------------
    NAME                  ON EXERCISE    REALIZED    EXERCISABLE    UNEXERCISABLE    EXERCISABLE     UNEXERCISABLE
- ------------------------  -----------    --------    -----------    -------------    -----------     -------------
                                                                                   
Carl Westcott...........          0      $      0      125,000         375,000        $       0(1)      $     0(1)
Jack T. Smith...........     10,000       106,875      165,000         175,000          900,000(2)            0(1)
Phyllis Farragut........          0             0       35,000          85,000                0(1)            0(1)
Joshua D. Klarin........          0             0       25,000          25,000           10,750(3)       10,750(3)

 
- ------------
 
(1) No options in-the-money.
 
(2) Exercise price of $3.75.
 
(3) Exercise price of $13.32.
 
OTHER COMPENSATION
 
    The Company has no pension, retirement, annuity, savings or similar benefit
plan other than as described above. Other than cash compensation, no officer
received compensation in excess of the lesser of 10% of such officer's cash
compensation or $50,000, nor did all executive officers as a group receive
additional compensation in excess of the lesser of 10% of such officers'
aggregate cash compensation or $50,000 times the number of such officers.
 
                                      A-9

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.
 
    The Company's Compensation Committee is composed of Gary J. Fernandes,
Jeffrey M. Heller, Stansfield Turner and Kern Wildenthal, none of which are
officers or employees of the Company.
 
SECTION 16(A) REPORTING.
 
    Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than 10% of a registered class of
equity securities, to file with the Commission initial reports of ownership and
reports of changes in ownership of Common Stock and other equity securities of
the Company. Directors, executive officers and greater than 10% shareholders are
required by Commission regulations to furnish the Company with copies of all
Section 16(a) forms they file.
 
    Based solely on its review of the copies of such forms received by it with
respect to fiscal 1995 and written representations from certain reporting
persons, the Company believes that all filing requirements applicable to its
directors, executive officers and persons who own more than 10% of a registered
class of the Company's equity securities have been complied with by such
persons, except for one late filing made by Mr. Fernandes, which corrected a
previous filing reporting one transaction by Mr. Fernandes.
 
                                      A-10







                                   ANNEX B



[Letterhead of Goldman, Sachs & Co.]



PERSONAL AND CONFIDENTIAL
- -------------------------


April 22, 1996



Board of Directors
Westcott Communications, Inc.
Galleria Tower
13th Floor
13455 Noel Road
Dallas, Texas  75240

Gentlemen:

          You have requested our opinion as to the fairness to the holders of
the outstanding shares of Common Stock, par value $.01 per share (the "Shares"),
of Westcott Communications, Inc. (the "Company") of the $21.50 per Share in cash
proposed to be paid in the Tender Offer (as defined below) and the Merger (as
defined below) pursuant to the Agreement and Plan of Merger dated as of April
22, 1996 among K-III Communications Corporation ("Buyer"), K-III Prime
Corporation ("Acquiror"), a wholly owned subsidiary of Buyer, K-III Acquisition
Corp. ("Acquiror Sub"), a direct, wholly owned subsidiary of Acquiror, and the
Company (the "Agreement").  The Agreement provides for a tender offer by
Acquiror Sub for all of the Shares (the "Tender Offer") pursuant to which
Acquiror Sub will pay $21.50 in cash for each Share accepted.  The Agreement
further provides that following the completion of the Tender Offer, Acquiror Sub
will be merged with and into the Company (the "Merger") and each outstanding
Share (other than Shares held in treasury of the Company and each Share owned by
Buyer, Acquiror, Acquiror Sub or any direct or indirect wholly owned subsidiary
of Buyer or the Company and any Dissenting Shares (as defined in the Agreement))
will be cancelled, extinguished and converted automatically into the right to
receive $21.50 in cash.

          Goldman, Sachs & Co., as part of its investment banking business, is
continually engaged in the valuation of businesses and their securities in
connection with mergers and acquisitions, negotiated underwritings, competitive
biddings, secondary distributions of listed and unlisted securities, private
placements and valuations for estate, corporate and other purposes.  We are
familiar with the Company, having acted as its financial advisor in connection
with, and having participated in certain of the negotiations leading to, the
Agreement

          In connection with this opinion, we have reviewed, among other things,
the Agreement; Annual Reports to Stockholders







Westcott Communications, Inc.
April 22, 1996
Page Two




and Annual Reports on Form 10-K of the Company for the five years ended December
31, 1995; certain interim reports to stockholders and Quarterly Reports on Form
10-Q; certain other communications from the Company to its stockholders; and
certain internal financial analyses and forecasts for the Company prepared by
its management.  We also have held discussions with members of the senior
management of the Company regarding its past and current business operations,
financial condition and future prospects.  In addition, we have reviewed the
reported price and trading activity for the Shares, compared certain financial
and stock market information for the Company with similar information for
certain other companies the securities of which are publicly traded, reviewed
the financial terms of certain recent business combinations in the
communications and entertainment industries specifically and in other industries
generally and performed such other studies and analyses as we considered
appropriate.

          We have relied without independent verification upon the accuracy and
completeness of all of the financial and other information reviewed by us for
purposes of this opinion.  In addition, we have not made an independent
evaluation or appraisal of the assets and liabilities of the Company or any of
its subsidiaries and, we have not been furnished with any such evaluation or
appraisal.

          Based upon the foregoing and such other matters as we consider
relevant, it is our opinion that as of the date hereof the $21.50 per Share in
cash to be received by the holders of Shares in the Tender Offer and the Merger
is fair to such holders.

                                   Very truly yours,





                                  /s/ Goldman, Sachs & Co.
                                  ----------------------------------
                                      (Goldman, Sachs & Co.)



                                   Exhibit Index
 


EXHIBIT
NUMBER    DESCRIPTION                                                                                   Page No.            
- -------   ------------------------------------------------------------------------------------          --------
       
 
  1       Merger Agreement
 
  2       Form of Severance Agreement
 
  3       Press Release of the Company and the Parent, issued April 22, 1996
 
  4       Letter, dated April 26, 1996, from the Chairman of the Board and Chief Executive
            Officer to the Shareholders of the Company
 
  5       Opinion of Goldman, Sachs & Co., dated April 22, 1996 (included as Annex B to the
            Schedule 14D-9)

EX-1

                                                                       Exhibit 1






                          AGREEMENT AND PLAN OF MERGER


                                      Among


                        K-III COMMUNICATIONS CORPORATION,

                            K-III PRIME CORPORATION,

                             K-III ACQUISITION CORP.

                                       and

                          WESTCOTT COMMUNICATIONS, INC.



                              Dated April 22, 1996





                                                                                
================================================================================









                                TABLE OF CONTENTS
 

                               ARTICLE I THE OFFER
     1.01.  The Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
     1.02.  Target Action . . . . . . . . . . . . . . . . . . . . . . . . . .  3

                             ARTICLE II THE MERGER 
     2.01.  The Merger  . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
     2.02.  Effective Time; Closing . . . . . . . . . . . . . . . . . . . . .  5
     2.05.  Directors and Officers  . . . . . . . . . . . . . . . . . . . . .  6
     2.06.  Conversion of Securities  . . . . . . . . . . . . . . . . . . . .  6
     2.07.  Employee Stock Options  . . . . . . . . . . . . . . . . . . . . .  6
     2.08.  Dissenting Shares . . . . . . . . . . . . . . . . . . . . . . . .  7
     2.09.  Surrender of Shares; Stock Transfer Books . . . . . . . . . . . .  7

            ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE TARGET
     3.01.  Organization and Qualification; Subsidiaries  . . . . . . . . . .  9
     3.02.  Articles of Incorporation and Bylaws  . . . . . . . . . . . . . .  9
     3.03.  Capitalization  . . . . . . . . . . . . . . . . . . . . . . . . .  9
     3.04.  Authority Relative to This Agreement  . . . . . . . . . . . . . . 10
     3.05.  No Conflict; Required Filings and Consents  . . . . . . . . . . . 10
     3.06.  Permits; Compliance . . . . . . . . . . . . . . . . . . . . . . . 11
     3.07.  SEC Filings; Financial Statements . . . . . . . . . . . . . . . . 12
     3.08.  Absence of Certain Changes or Events  . . . . . . . . . . . . . . 13
     3.09.  Absence of Litigation . . . . . . . . . . . . . . . . . . . . . . 13
     3.10.  Employee Benefit Plans  . . . . . . . . . . . . . . . . . . . . . 14
     3.11.  Labor Matters . . . . . . . . . . . . . . . . . . . . . . . . . . 14
     3.12.  Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
     3.13.  Environmental Matters . . . . . . . . . . . . . . . . . . . . . . 15
     3.14.  Opinion of Financial Advisor  . . . . . . . . . . . . . . . . . . 16
     3.15.  Brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
     3.16.  Tangible Property . . . . . . . . . . . . . . . . . . . . . . . . 17
     3.17.  Material Contracts  . . . . . . . . . . . . . . . . . . . . . . . 17
     3.18.  Offer Documents; Schedule 14D-9 . . . . . . . . . . . . . . . . . 17
     3.19.  Amendment to Rights Agreement.  . . . . . . . . . . . . . . . . . 18
     3.20.  Intellectual Property . . . . . . . . . . . . . . . . . . . . . . 18
     3.21.  Fees and Expenses of Transactions . . . . . . . . . . . . . . . . 18
     3.22.  Capital Expenditures  . . . . . . . . . . . . . . . . . . . . . . 18
     3.23.  Accreditation . . . . . . . . . . . . . . . . . . . . . . . . . . 19
     3.24.  Interactive Distance Training Network ("IDTN")  . . . . . . . . . 19
     3.25.  Executive Education Network ("EXEN")  . . . . . . . . . . . . . . 19
     3.26.  Renewal Rate  . . . . . . . . . . . . . . . . . . . . . . . . . . 19












































  ARTICLE IVREPRESENTATIONS AND WARRANTIES OF PARENT,ACQUIROR AND ACQUIROR SUB 

     4.01.  Corporate Organization  . . . . . . . . . . . . . . . . . . . . . 20
     4.02.  Authority Relative to This Agreement  . . . . . . . . . . . . . . 20
     4.03.  No Conflict; Required Filings and Consents  . . . . . . . . . . . 20
     4.04.  Offer Documents; Proxy Statement  . . . . . . . . . . . . . . . . 21
     4.05.  Brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
     4.06.  Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

                ARTICLE V CONDUCT OF BUSINESS PENDING THE MERGER
     5.01.  Conduct of Business by the Target Pending the Acquiror Sub's
          Election Date . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

                        ARTICLE VI ADDITIONAL AGREEMENTS
     6.01.  Shareholder's Meeting . . . . . . . . . . . . . . . . . . . . . . 23
     6.02.  Proxy Statement . . . . . . . . . . . . . . . . . . . . . . . . . 24
     6.03.  Target Board Representation; Section 14(f)  . . . . . . . . . . . 24
     6.04.  Access to Information; Confidentiality  . . . . . . . . . . . . . 25
     6.06.  Directors' and Officers' Indemnification  . . . . . . . . . . . . 26
     6.07.  Obligations of Acquiror Sub . . . . . . . . . . . . . . . . . . . 27
     6.08.  Public Announcements  . . . . . . . . . . . . . . . . . . . . . . 27
     6.09.  Delivery of SEC Documents . . . . . . . . . . . . . . . . . . . . 27
     6.10.  Notification of Certain Matters . . . . . . . . . . . . . . . . . 27
     6.11.  Further Action  . . . . . . . . . . . . . . . . . . . . . . . . . 28

                      ARTICLE VII CONDITIONS TO THE MERGER
     7.01.  Conditions to the Merger  . . . . . . . . . . . . . . . . . . . . 29

                 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER
     8.01.  Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
     8.02.  Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . 31
     8.03.  Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
     8.04.  Waiver  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

                          ARTICLE IXGENERAL PROVISIONS
     9.01.  Non-Survival of Representations, Warranties and Agreements  . . . 33
     9.02.  Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
     9.03.  Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . 34
     9.04.  Severability  . . . . . . . . . . . . . . . . . . . . . . . . . . 35
     9.05.  Assignment; Binding Effect; Benefit . . . . . . . . . . . . . . . 35
     9.06.  Incorporation of Schedules  . . . . . . . . . . . . . . . . . . . 35
     9.07.  Specific Performance  . . . . . . . . . . . . . . . . . . . . . . 36
     9.08.  Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . 36
     9.09.  Headings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
     9.10.  Counterparts  . . . . . . . . . . . . . . . . . . . . . . . . . . 36
     9.11.  Waiver of Jury Trial  . . . . . . . . . . . . . . . . . . . . . . 36







































     9.12.  Entire Agreement  . . . . . . . . . . . . . . . . . . . . . . . . 36
 
ANNEX A   Conditions to the Offer

ANNEX B   Articles of Incorporation of The Surviving Corporation

















































































                            Glossary of Defined Terms
                            -------------------------

                Definition                Location of Defined Term
                ----------                ------------------------

 Acquiring Person                         Sec. 3.19 

 Acquiror Sub's Election Date             Sec. 5.01

 Acquiror                                 Preamble

 Acquiror Expenses                        Sec. 8.02(c)

 affiliate                                Sec. 9.03(a)

 Agreement                                Preamble

 Alternative Proposal Fee                 Sec. 8.02(a)

 Articles of Merger                       Sec. 2.02

 beneficial owner                         Sec. 9.03(b)

 Blue Sky Laws                            Sec. 3.05(b)

 Board                                    Recitals

 business day                             Sec. 9.03(c)

 Business Combination Transaction         Sec. 8.02(a)

 Certificates                             Sec. 2.09(b)

 Claim                                    Sec. 6.06

 Code                                     Sec. 3.10 

 Confidentiality Agreement                Sec. 9.12

 control                                  Sec. 9.03(d)

 Dissenting Shares                        Sec. 2.08

 Distribution Date                        Sec. 3.19

 Effective Time                           Sec. 2.02

 Environmental Permits                    Sec. 3.13(b)

 Environmental Laws                       Sec. 3.13(a)

 ERISA                                    Sec. 3.10

 Exchange Act                             Sec. 1.02(b)


























                                        i












                Definition                Location of Defined Term
                ----------                ------------------------

 Expiration Date                          Sec. 3.19

 Governmental Authority                   Sec. 3.06

 group                                    Sec. 8.02(a)

 Hazardous Substances                     Sec. 3.13(a)

 HSR Act                                  Sec. 3.05(b)

 Indemnified Parties                      Sec. 6.06

 Material Adverse Effect                  Sec. 3.01

 Material Contract                        Sec. 3.17

 Merger                                   Recitals

 Merger Consideration                     Sec. 2.06(a)

 Minimum Condition                        Sec. 1.01(a)

 Offer Documents                          Sec. 1.01(b)

 Offer                                    Recitals

 Offer to Purchase                        Sec. 1.01(b)

 Option                                   Sec. 2.07

 Paying Agent                             Sec. 2.09(a)

 Per Share Amount                         Recitals

 person                                   Sec. 9.03(e)

 Plans                                    Sec. 3.10

 Proxy Statement                          Sec. 4.04

 Rights Agreement                         Recitals

 Schedule 14D-9                           Sec. 1.02(b)

 Schedule 14D-1                           Sec. 1.01(b)

 SEC                                      Sec. 1.01(b)

 Secretary                                Sec. 2.02

 Shares                                   Recitals



























                                       ii












                Definition                Location of Defined Term
                ----------                ------------------------

 Stock Acquisition Date                   Sec. 3.19(a)

 subsidiary                               Sec. 9.03(f)

 Subsidiary                               Sec. 3.01

 Surviving Corporation                    Sec. 2.01

 Target Disclosure Schedule               Article III

 Target Shareholder's Meeting             Sec. 6.01(a)

 Target SEC Reports                       Sec. 3.07(a)

 Target Permits                           Sec. 3.06

 Target Preferred Stock                   Sec. 3.03

 Target Common Stock                      Recitals

 Target Banker                            Sec. 3.14

 Target                                   Preamble

 Tender Offer Acceptance Date             Sec. 2.07

 Texas Law                                Recitals

 Transactions                             Sec. 1.02(a)

 U.S. GAAP                                Sec. 3.07(b)

 
 









































                                       iii












                          AGREEMENT AND PLAN OF MERGER


          AGREEMENT AND PLAN OF MERGER, dated as of April 22, 1996 (this
"Agreement"), by and among K-III COMMUNICATIONS CORPORATION, a Delaware
 ---------
corporation ("Parent"), K-III PRIME CORPORATION, a Delaware corporation, a
direct, wholly owned subsidiary of Parent ("Acquiror"), K-III ACQUISITION CORP,
                                            --------
a Texas corporation and a direct, wholly owned subsidiary of Acquiror ("Acquiror
                                                                        --------
Sub"), and WESTCOTT COMMUNICATIONS, INC., a Texas corporation (the "Target").
- ---                                                                 ------

                              W I T N E S S E T H:
 
          WHEREAS, the Boards of Directors of Acquiror, Acquiror Sub and the
Target have each determined that it is in the best interests of their respective
shareholders for Acquiror, through Acquiror Sub, to acquire the Target upon the
terms and subject to the conditions set forth herein; and
 
          WHEREAS, in furtherance of such acquisition, it is proposed that
Acquiror Sub shall make a cash tender offer (the "Offer") to acquire all the
                                                  -----
issued and outstanding shares of Common Stock, par value $.01 per share, of the
Target ("Target Common Stock"; shares of Target Common Stock being hereinafter
         -------------------
collectively referred to as the "Shares") and the associated Rights (as defined
                                 ------
in Section 1.01) issued pursuant to the Rights Agreement (as defined below) for
$21.50 per Share (and associated Right) (such amount, or any greater amount per
Share (and associated Right) paid pursuant to the Offer, being hereinafter
referred to as the "Per Share Amount") net to the seller in cash, without
                    ----------------
interest thereon, upon the terms and subject to the conditions of this Agreement
and the Offer; and
 
          WHEREAS, the Board of Directors of Acquiror and Acquiror Sub have
approved the making of the Offer and the transactions related thereto; and
 
          WHEREAS, the Board of Directors of the Target (the "Board") has (i)
                                                              -----
determined that the consideration to be paid for each Share in the Offer and in
the Merger (as defined below) is fair to and in the best interests of the
shareholders of the Target, (ii) approved this Agreement and the Offer and the
other transactions contemplated hereby and (iii) resolved and agreed to
recommend acceptance of the Offer and the Merger and approval of this Agreement
by such shareholders; and
 
          WHEREAS, pursuant to and in accordance with the terms of the Rights
Agreement, dated as of January 9, 1996 between the Target and KeyCorp
Shareholder Services, Inc. (as amended, the "Rights Agreement"), the Board has
                                             ----------------
amended the Rights Agreement in the manner contemplated by Section 3.19; and
 
          WHEREAS, also in furtherance of such acquisition, the Boards of
Directors of Acquiror, Acquiror Sub and the Target have each approved this
Agreement and the merger (the "Merger") of Acquiror Sub with and into the Target
                               ------
in accordance with the Texas Business Corporation Act ("Texas Law") following
                                                        ---------
the consummation of the Offer and upon the terms and subject to the conditions
set forth herein;




































          NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, Acquiror, Acquiror Sub and the Target hereby agree as follows:

                                    ARTICLE I
 
                                    THE OFFER
 
          SECTION 1.01.  The Offer.  (a) Provided that this Agreement shall not
                         ---------
have been terminated in accordance with Section 8.01 and none of the events set
forth in Annex A hereto shall have occurred or be existing (unless such event
         -------
shall have been waived by Acquiror Sub), Acquiror shall cause Acquiror Sub to
commence, and Acquiror Sub shall commence, the Offer at the Per Share Amount as
promptly as reasonably practicable after the date hereof, but in no event later
than five business days after the public announcement of Acquiror Sub's
intention to commence the Offer.  The obligation of Acquiror Sub to accept for
payment and pay for Shares tendered pursuant to the Offer shall be subject only
to (i) the condition (the "Minimum Condition") that at least the number of
                           -----------------
Shares that, when combined with the Shares already owned by Parent and its
direct and indirect subsidiaries, constitute a majority of the then Outstanding
Shares on a Fully Diluted Basis shall have been validly tendered and not
withdrawn prior to the expiration of the Offer and (ii) the satisfaction or
waiver of the other conditions set forth in Annex A hereto.  "Outstanding Shares
                                            -------
on a Fully Diluted Basis" shall mean all outstanding shares plus all shares
available for issuance under the Target's Employee Stock Purchase Plan plus all
Shares issuable upon the conversion of any convertible securities or upon the
exercise of any options, warrants or rights (other than the Rights (as defined
in the Rights Agreement)).  Acquiror Sub expressly reserves the right, in its
sole discretion, to waive any such condition (other than the Minimum Condition),
to increase the price per Share payable in the Offer, and to make any other
changes in the terms and conditions of the Offer; provided, however, that
(notwithstanding Section 8.03), without the prior written consent of the Target,
no change may be made which (A) decreases the price per Share payable in the
Offer, (B) reduces the maximum number of Shares to be purchased in the Offer,
(C) imposes conditions to the Offer in addition to those set forth in Annex A
                                                                      -------
hereto, (D) amends or changes the terms and conditions of the Offer in any
manner materially adverse to the holders of Shares (other than Acquiror and its
subsidiaries) or (E) changes or waives the Minimum Condition.  The Per Share
Amount shall, subject to applicable withholding of taxes, be net to the seller
in cash, without interest thereon, upon the terms and subject to the conditions
of the Offer.  Subject to the terms and conditions of this Agreement and the
Offer (including, without limitation, the Minimum Condition), Acquiror Sub shall
accept for payment and pay, as promptly as practicable after expiration of the
Offer, for all Shares validly tendered and not withdrawn; provided, that
                                                          --------
Acquiror Sub shall have the right, in its sole discretion, to extend the Offer
from time to time for up to a maximum of 10 additional business days for all
such extensions, notwithstanding the prior satisfaction of the conditions set
forth in Annex A hereto.  Acquiror Sub agrees that, in the event that it is
         -------
unable to consummate the Offer at any scheduled expiration thereof due solely to
the failure of the Acquiror Sub to obtain the unconditional consents of the
Federal Communications Commission to the transfer of the Target's licenses to
Acquiror Sub (the "FCC Approvals"), it shall unless the Target is in willful 




















                                        2












breach of any obligation set forth in this Agreement, extend the Offer (unless
such FCC Approvals are not reasonably capable of being satisfied prior to the
expiration of 90 days from the commencement of the Offer) until the earlier of
(i) the expiration of 90 days from the commencement of the Offer or (ii) such
time as Acquiror Sub shall have received the FCC Approvals.  It is agreed that
the conditions set forth in Annex A hereto are for the sole benefit of Acquiror
                            -------
Sub and Acquiror and may be asserted by Acquiror Sub or Acquiror regardless of
the circumstances giving rise to any such condition (including any action or
inaction by Acquiror or Acquiror Sub not inconsistent with the terms hereof) or,
except with respect to the Minimum Condition as set forth above, may be waived
by Acquiror Sub or Acquiror in whole or in part at any time and from time to
time in their sole discretion.
 
          (b)  As soon as reasonably practicable on the date of commencement of
the Offer, Acquiror Sub shall file with the Securities and Exchange Commission
(the "SEC") and disseminate to holders of Shares to the extent required by law a
      ---
Tender Offer Statement on Schedule 14D-1 (together with all amendments and
supplements thereto, the "Schedule 14D-1") with respect to the Offer and the
                          --------------
other Transactions (as hereinafter defined).  The Schedule 14D-1 shall contain
or shall incorporate by reference an offer to purchase (the "Offer to Purchase")
                                                             -----------------
and forms of the related letter of transmittal and any related summary
advertisement (the Schedule 14D-1, the Offer to Purchase and such other
documents, together with all supplements and amendments thereto, being referred
to herein collectively as the "Offer Documents").  Acquiror, Acquiror Sub and
                               ---------------
the Target agree to correct promptly any information provided by any of them for
use in the Offer Documents which shall have become false or misleading in any
material respect, and Acquiror and Acquiror Sub further agree to take all steps
necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC
and the other Offer Documents as so corrected to be disseminated to holders of
Shares, in each case as and to the extent required by applicable federal
securities laws.  The Target and its counsel shall be given an opportunity to
review and comment on the Offer Documents and any amendments thereto prior to
the filing thereof with the SEC.  Acquiror and Acquiror Sub will provide the
Target and its counsel with a copy of any written comments or telephonic
notification of any verbal comments Acquiror or Acquiror Sub may receive from
the SEC or its staff with respect to the Offer Documents promptly after the
receipt thereof and will provide the Target and its counsel with a copy of any
written responses and telephonic notification of any verbal response of
Acquiror, Acquiror Sub or their counsel.  In the event that the Offer is
terminated or withdrawn by Acquiror Sub, Acquiror and Acquiror Sub shall cause
all tendered Shares to be returned to the registered holders of the Shares
represented by the certificate or certificates surrendered to the Paying Agent
(as defined herein).
 
          SECTION 1.02.  Target Action.  (a) The Target hereby approves of and
                         -------------
consents to the Offer and represents that (i) the Board, at a meeting duly
called and held on April 21, 1996, has (A) determined that this Agreement and
the transactions contemplated hereby, including, without limitation, each of the
Offer and the Merger (the "Transactions"), are fair to and in the best interests
                           ------------
of the holders of Shares (other than Acquiror and its subsidiaries), (B)
approved and adopted this Agreement and the Transactions and (C) resolved to
recommend, subject to the conditions set forth herein, that the shareholders of
the Target accept the Offer and approve and adopt this Agreement and the
Transactions; and (ii) Goldman, Sachs & Co. has delivered to the Board a written
opinion 


















                                        3












that the consideration to be received by the holders of Shares pursuant to each
of the Offer and the Merger is fair to such holders from a financial point of
view.  The Target has been authorized by Goldman, Sachs & Co., subject to prior
review by Goldman, Sachs & Co., to include such fairness opinion (or references
thereto) in the Offer Documents and in the Schedule 14D-9 (as defined in
paragraph (b) of this Section 1.02) and the Proxy Statement referred to in
Section 6.02.  Subject to the fiduciary duties of the Board under applicable law
as advised by independent legal counsel, the Target hereby consents to the
inclusion in the Offer Documents of the recommendation of the Board described
above.
 
          (b)  As soon as reasonably practicable on the date of commencement of
the Offer, the Target shall file with the SEC a Solicitation/Recommendation
Statement on Schedule 14D-9 (together with all amendments and supplements
thereto, the "Schedule 14D-9") containing, subject only to the fiduciary duties
              --------------
of the Board under applicable law as advised by independent legal counsel, the
recommendation of the Board described in Section 1.02(a) and shall disseminate
the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any other
                                                  ------------
applicable federal securities laws.  The Target, Acquiror and Acquiror Sub agree
to correct promptly any information provided by any of them for use in the
Schedule 14D-9 which shall have become false or misleading in any material
respect, and the Target further agrees to take all steps necessary to cause the
Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to
holders of Shares, in each case as and to the extent required by applicable
federal securities laws.  Acquiror, Acquiror Sub and their counsel shall be
given an opportunity to review and comment on the Schedule 14D-9 and any
amendments thereto prior to the filing thereof with the SEC.  The Target will
provide Acquiror and Acquiror Sub and their counsel with a copy of any written
comments or telephonic notification of any verbal comments the Target may
receive from the SEC or its staff with respect to the Offer Documents promptly
after the receipt thereof and will provide Acquiror and Acquiror Sub and their
counsel with a copy of any written responses and telephonic notification of any
verbal response of the Target or its counsel.
 
          (c)  The Target shall promptly furnish Acquiror Sub with mailing
labels containing the names and addresses of all record holders of Shares and
with security position listings of Shares held in stock depositories, each as of
the most recent date reasonably practicable.  The Target shall furnish Acquiror
Sub with such additional information, including, without limitation, updated
listings and computer files of shareholders, mailing labels, non-objecting
beneficial owner lists and security position listings, and such other assistance
as Acquiror, Acquiror Sub or their agents may reasonably request.  Subject to
the requirements of applicable law, and except for such steps as are necessary
to disseminate the Offer Documents and any other documents necessary to
consummate the Offer or the Merger, Acquiror and Acquiror Sub shall hold in
confidence the information contained in such labels, listings and files, shall
use such information only in connection with the Offer and the Merger, and, if
this Agreement shall be terminated in accordance with Section 8.01, shall
deliver promptly to the Target all copies of such information then in their
possession and shall certify in writing to the Target its compliance with this
Section 1.02(c).





















                                        4













                                   ARTICLE II
 
                                   THE MERGER 
 
          SECTION 2.01.  The Merger.  Upon the terms and subject to the
                         ----------
conditions set forth in Article VII, and in accordance with Texas Law, at the
Effective Time (as hereinafter defined), Acquiror Sub shall be merged with and
into the Target.  As a result of the Merger, the separate corporate existence of
Acquiror Sub shall cease and the Target shall continue as the surviving
corporation of the Merger (the "Surviving Corporation").  The name of the
                                ---------------------
Surviving Corporation shall be WESTCOTT COMMUNICATIONS, INC.  At Acquiror's
election, the Merger may alternatively be structured so that (i) the Target is
merged with and into Acquiror, Acquiror Sub or any other direct or indirect
wholly owned subsidiary of Acquiror or (ii) any direct or indirect wholly owned
subsidiary of Acquiror other than Acquiror Sub is merged with and into the
Target.  In the event of such an election, the parties agree to execute an
appropriate amendment to this Agreement in order to reflect such election and
submit this Agreement, as so amended, to a vote of the Target's shareholders in
accordance with applicable laws.
 
          SECTION 2.02.  Effective Time; Closing.  As promptly as practicable
                         -----------------------
and in no event later than the fifth business day following the satisfaction or
waiver of the conditions set forth in Article VII, the parties hereto shall
cause the Merger to be consummated by filing articles of merger (the "Articles
                                                                      --------
of Merger") with the Secretary of State of the State of Texas (the "Secretary")
- ---------                                                           ---------
in such form as is required by, and executed in accordance with the relevant
provisions of, Texas Law.  The term "Effective Time" means the date and time of
                                     --------------
the filing of the Articles of Merger with the Secretary (or such later time as
is specified in the Articles of Merger).  Immediately prior to the filing of the
Articles of Merger, a closing will be held at the offices of Baker & McKenzie,
2001 Ross Avenue, Suite 4500, Dallas, Texas (or such other place and time as the
parties may agree).
 
          SECTION 2.03.  Effect of the Merger.  The effect of the Merger shall
                         --------------------
be as provided in the applicable provisions of Texas Law.
 
          SECTION 2.04.   Articles of Incorporation; Bylaws.  (a) At the
                          ---------------------------------
Effective Time, the Articles of Incorporation of the Target, as in effect
immediately prior to the Effective Time, shall be amended as of the Effective
Time by operation of this Agreement and by virtue of the Merger without any
further action by the shareholders or directors of the Surviving Corporation  to
read in its entirety as set forth on Annex B hereto.
                                     -------

          (b)  At the Effective Time, the Bylaws of Acquiror Sub, as in effect
immediately prior to the Effective Time, shall be the Bylaws of the Surviving
Corporation until thereafter amended as provided by law, the Articles of
Incorporation of the Surviving Corporation and such Bylaws.

          SECTION 2.05.  Directors and Officers.  The directors of Acquiror Sub
                         ----------------------
immediately prior to the Effective Time shall be the initial directors of the
Surviving Corporation, each to hold office in accordance with the Articles of
Incorporation and Bylaws of the Surviving Corporation 




















                                        5












until a successor is elected or appointed and has qualified or until the
earliest of such director's death, resignation, removal or disqualification, and
the officers of the Target immediately prior to the Effective Time shall be the
initial officers of the Surviving Corporation, in each case until their
respective successors are duly elected or appointed and qualified, or as
otherwise provided in the Bylaws of the Surviving Corporation.
 
          SECTION 2.06.  Conversion of Securities.  At the Effective Time, by
                         ------------------------
virtue of the Merger and without any action on the part of Acquiror Sub, the
Target or the holders of any of the following shares of capital stock:
 
          (a)  Each Share issued and outstanding immediately prior to the
Effective Time (other than any Shares to be cancelled pursuant to Section
2.06(b) and any Dissenting Shares (as hereinafter defined)) shall be cancelled,
extinguished and converted automatically into the right to receive an amount
equal to the Per Share Amount in cash (the "Merger Consideration") payable,
                                            --------------------
without interest, to the holder of such Share, upon surrender, in the manner
provided in Section 2.09, of the certificate that formerly evidenced such Share,
less any required withholding taxes;
 
          (b)  Each Share held in the treasury of the Target and each Share
owned by Acquiror Sub, Acquiror, Parent or any direct or indirect wholly owned
subsidiary of Parent or of the Target immediately prior to the Effective Time
shall be cancelled and retired without any conversion thereof and no payment or
distribution shall be made with respect thereto; and
 
          (c)  Each share of Common Stock, par value $.01 per share, of Acquiror
Sub issued and outstanding immediately prior to the Effective Time shall be
converted into and exchanged for one validly issued, fully paid and
nonassessable share of Common Stock, par value $.01 per share, of the Surviving
Corporation.
 
          SECTION 2.07.  Employee Stock Options. Immediately after the Tender
                         ----------------------
Offer Acceptance Date, each outstanding option to purchase Shares (in each case,
an "Option") granted under (a) the Target's Amended and Restated 1989 Stock
    ------
Option Plan, as amended, and (b) the Target's Nonemployee Stock Option Plan, as
amended, whether or not then exercisable, shall, subject to the Target's receipt
of any required consent of the holders of such Options, be cancelled by the
Target, and each holder of a cancelled Option shall be entitled to receive from
Acquiror Sub (or, at the option of Acquiror Sub, from the Target, which will be
reimbursed by the Acquiror Sub) at the same time as payment for Shares is made
by Acquiror Sub in connection with the Offer (or, with respect to any person
subject to Section 16 of the Exchange Act, as soon as practicable after the
first date payment can be made without liability to such person under Section
16(b) of the Exchange Act), in consideration for the cancellation of such
Option, an amount in cash equal to the product of (i) the number of Shares
previously subject to such Option and (ii) the excess, if any, of the Per Share
Amount over the exercise price per Share previously subject to such Option, less
any required withholding taxes.  The term "Tender Offer Acceptance Date" means
                                           ----------------------------
the date on which the Acquiror Sub shall have accepted for payment all Shares
validly tendered and not withdrawn pursuant to the Offer.






















                                        6













          SECTION 2.08.  Dissenting Shares.  Notwithstanding any provision of
                         -----------------
this Agreement to the contrary, Shares that are outstanding immediately prior to
the Effective Time and which are held by shareholders who shall not have voted
in favor of this Agreement or consented thereto in writing and who shall have
timely filed with the Target a written objection to the action contemplated by
this Agreement in accordance with Section 5.12 of Texas Law (collectively, the
"Dissenting Shares") shall not be converted into or represent the right to
 -----------------
receive the Merger Consideration.  Such shareholders shall be entitled to
receive payment of the fair value of such Shares held by them in accordance with
the provisions of Texas Law, except that all Dissenting Shares held by
shareholders who effectively shall have withdrawn or lost their rights to demand
payment of the fair value of such Shares under Texas Law shall thereupon be
deemed to have been converted into and to have become exchangeable for, as of
the Effective Time, the right to receive the Merger Consideration, without any
interest thereon, upon surrender, in the manner provided in Section 2.09, of the
certificate or certificates that formerly evidenced such Shares, less any
required withholding taxes.
 
          SECTION 2.09.  Surrender of Shares; Stock Transfer Books.  (a) Prior
                         -----------------------------------------
to the Effective Time, Acquiror Sub shall designate a bank or trust company
reasonably satisfactory to the Target to act as agent (the "Paying Agent") for
                                                            ------------
the holders of Shares in connection with the Merger to receive the funds to
which holders of Shares shall become entitled pursuant to Section 2.06(a).  At
the Effective Time, Acquiror shall cause the Surviving Corporation to have
sufficient funds to deposit, and shall cause the Surviving Corporation to
deposit in trust with the Paying Agent, sufficient funds to make all payments
pursuant to Section 2.09(b).  Such funds shall be invested by the Paying Agent
as directed by the Surviving Corporation, provided that such investments shall
be in obligations of or guaranteed by the United States of America or of any
agency thereof and backed by the full faith and credit of the United States of
America, in commercial paper obligations rated A-1 or P-1 or better by Moody's
Investors Services, Inc.  or Standard & Poor's Corporation, respectively, or in
deposit accounts, certificates of deposit or banker's acceptances of, repurchase
or reverse repurchase agreements with, or Eurodollar time deposits purchased
from, commercial banks with capital, surplus and undivided profits aggregating
in excess of $100 million (based on the most recent financial statements of such
bank which are then publicly available at the SEC or otherwise); provided,
                                                                 --------
however, that no loss on any investment made pursuant to this Section 2.09 shall
- -------
relieve Acquiror or the Surviving Corporation of its obligation to pay the Per
Share Amount for each Share outstanding immediately prior to the Effective Time.
Any gain on any investment made pursuant to this Section 2.09 shall be the
property of the Surviving Corporation.

          (b)  Promptly after the Effective Time, Acquiror shall cause the
Surviving Corporation to mail to each person who was, at the Effective Time, a
holder of record of Shares entitled to receive the Merger Consideration pursuant
to Section 2.06(a) a form of letter of transmittal (which shall specify that
delivery shall be effected, and risk of loss and title to the certificates
evidencing such Shares (the "Certificates") shall pass, only upon proper
                             ------------
delivery of the Certificates to the Paying Agent) and instructions for use in
effecting the surrender of the Certificates pursuant to such letter of
transmittal.  Upon surrender to the Paying Agent of a Certificate, together with
such letter of transmittal, duly completed and validly executed in accordance
with the instructions thereto, and such other documents as may be required
pursuant to such instructions, the 

















                                        7












holder of such Certificate shall be entitled to receive in exchange therefor the
Merger Consideration for each Share formerly evidenced by such Certificate, and
such Certificate shall then be cancelled.  No interest shall accrue or be paid
on the Merger Consideration payable upon the surrender of any Certificate for
the benefit of the holder of such Certificate.  If payment of the Merger
Consideration is to be made to a person other than the person in whose name the
surrendered Certificate is registered on the stock transfer books of the Target,
it shall be a condition of payment that the Certificate so surrendered shall be
endorsed properly or otherwise be in proper form for transfer and that the
person requesting such payment shall have paid all transfer and other taxes
required by reason of the payment of the Merger Consideration to a person other
than the registered holder of the Certificate surrendered or shall have
established to the satisfaction of the Surviving Corporation that such taxes
either have been paid or are not applicable.  The Surviving Corporation shall
pay all charges and expenses, including those of the Paying Agent, in connection
with the distribution of the Merger Consideration.
 
          (c)  At any time following the sixth month after the Effective Time,
the Surviving Corporation shall be entitled to require the Paying Agent to
deliver to it any funds which had been made available to the Paying Agent and
not disbursed to holders of Shares (including, without limitation, all interest
and other income received by the Paying Agent in respect of all funds made
available to it) and, thereafter, such holders shall be entitled to look to the
Surviving Corporation (subject to abandoned property, escheat and other similar
laws) only as general creditors thereof with respect to any Merger Consideration
that may be payable upon due surrender of the Certificates held by them. 
Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying
Agent shall be liable to any holder of a Share for any Merger Consideration
delivered in respect of such Share to a public official pursuant to any
abandoned property, escheat or other similar law.
 
          (d)  At the Effective Time, the stock transfer books of the Target
shall be closed and, thereafter, there shall be no further registration of
transfers of Shares on the records of the Target.  From and after the Effective
Time, the holders of Shares outstanding immediately prior to the Effective Time
shall cease to have any rights with respect to such Shares except as otherwise
provided herein or by applicable law.
 
                                   ARTICLE III
 
                  REPRESENTATIONS AND WARRANTIES OF THE TARGET

          Except as set forth in the Disclosure Schedule delivered by the Target
and signed by the Target and Acquiror for identification prior to the execution
and delivery of this Agreement (the "Target Disclosure Schedule"), which shall
                                     --------------------------
be numbered in such a way as to correspond with the section references below and
the disclosure made shall relate only to the representations and warranties made
within the relevant section, the Target hereby represents and warrants to
Parent, Acquiror and Acquiror Sub that:

          SECTION 3.01.  Organization and Qualification; Subsidiaries.  The
                         --------------------------------------------
Target is a corporation, and each subsidiary of the Target (a "Subsidiary") is a
                                                               ----------
corporation or partnership, in 




















                                        8












each case duly organized, validly existing and in good standing under the laws
of the jurisdiction of its organization and has the requisite corporate or
partnership power and authority to own, lease and operate its properties and to
carry on its business as it is now being conducted. The Target and each
Subsidiary are duly qualified or licensed as a foreign corporation or
partnership to do business, and are in good standing, in each jurisdiction where
the character of the properties owned, leased or operated by them or the nature
of their business makes such qualification or licensing necessary, except for
such failures to be so qualified or licensed and in good standing that would
not, individually or in the aggregate, have a Material Adverse Effect on the
Target.  As used in this Agreement, the term "Material Adverse Effect" means
                                              -----------------------
with respect to any person, any change or effect that is or is reasonably likely
to be materially adverse to the financial condition, business or results of
operations of such person and its subsidiaries, taken as a whole, or on the
transactions contemplated by this Agreement.  As of the date hereof, a true and
correct list of all Subsidiaries, together with the jurisdiction of organization
of each Subsidiary and the percentage of the outstanding capital stock or other
equity interests of each Subsidiary owned by the Target and each other
Subsidiary, is set forth in Section 3.01 of the Target Disclosure Schedule. 
Except as disclosed in Section 3.01 of the Target Disclosure Schedule, the
Target does not directly or indirectly own any equity or similar interest in, or
any interest convertible into or exchangeable or exercisable for any equity or
similar interest in, any corporation, partnership, joint venture or other
business association or entity.

          SECTION 3.02.  Articles of Incorporation and Bylaws.  The Target has
                         ------------------------------------
heretofore furnished or made available to Acquiror a complete and correct copy
of the Articles of Incorporation and Bylaws or equivalent organizational
documents, each as amended to date, of the Target and each Subsidiary.  Neither
the Target nor any Subsidiary is in violation of any provision of its Articles
of Incorporation, Bylaws or equivalent organizational documents.

          SECTION 3.03.  Capitalization.  The authorized capital stock of the
                         --------------
Target consists of 29,000,000 shares of Target Common Stock and 1,000,000 shares
of preferred stock, $.01 par value ("Target Preferred Stock").  As of March 31,
                                     ----------------------
1996 (a) 19,816,435 shares of Target Common Stock were issued and outstanding,
all of which are validly issued, fully paid and nonassessable and not subject to
preemptive rights, and (b) 1,688,000 shares of Target Common Stock were issuable
pursuant to outstanding Options.  The number of Options, by exercise price,
outstanding on March 31, 1996 are set forth in Section 3.03 of the Target
Disclosure Schedule.  As of the date of this Agreement, no shares of Target
Preferred Stock are issued and outstanding.  The authorized capital stock and
issued and outstanding stock of each subsidiary is set forth in Section 3.03 of
the Target Disclosure Schedule.  Except as set forth in this Section 3.03,
Section 3.03 of the Target Disclosure Schedule or in the Target SEC Reports (as
herein defined) filed prior to the date of this Agreement, as of the date of
this Agreement, there are no options, warrants or other rights, agreements,
arrangements or commitments of any character relating to the issued or unissued
capital stock of, or other equity interests in, the Target or any Subsidiary
obligating the Target or any Subsidiary to issue or sell any shares of capital
stock of, or other equity interests in, the Target or any Subsidiary.  Between
March 31, 1996 and the date of this Agreement, no shares of Target Common Stock
have been issued by the Target, except upon the exercise of stock options
described above and no shares of Target Common Stock pursuant to the Target's
Employee Stock Purchase Plan, in each case in 


















                                        9












accordance with their respective terms, and no Options have been granted. 
Except as set forth in Section 3.03 of the Target Disclosure Schedule, there are
no outstanding contractual obligations of the Target or any Subsidiary to
repurchase, redeem or otherwise acquire any shares of Target Common Stock or any
capital stock of, or any equity interest in, any Subsidiary.  Except as
described in the Target SEC Reports filed prior to the date of this Agreement or
Section 3.03 of the Target Disclosure Schedule, each outstanding share of
capital stock of, or other equity interest in, each Subsidiary is duly
authorized, validly issued, fully paid and nonassessable.  As of the date
hereof, no more than 90,390 shares of Target Common Stock were available for
issuance under Target's Employee Stock Purchase Plan.

          SECTION 3.04.  Authority Relative to This Agreement.  The Target has
                         ------------------------------------
all necessary corporate power and authority to execute and deliver this
Agreement and, with respect to the Merger, upon the approval and adoption of
this Agreement and the Merger by the Target's shareholders in accordance with
this Agreement and Texas Law, to perform its obligations hereunder and to
consummate the Transactions.  The execution and delivery of this Agreement by
the Target and the consummation by the Target of the Transactions have been duly
and validly authorized by all necessary corporate action and no other corporate
proceedings on the part of the Target are necessary to authorize this Agreement
or to consummate the Transactions (other than, with respect to the Merger, the
approval and adoption of this Agreement and the Merger by the Target's
shareholders in accordance with Texas Law and the filing and recordation of
appropriate Articles of Merger with the Secretary in accordance with this
Agreement and Texas Law).  This Agreement has been duly and validly executed and
delivered by the Target and, assuming the due authorization, execution and
delivery of this Agreement by Acquiror and Acquiror Sub, constitutes a legal,
valid and binding obligation of the Target, enforceable against the Target in
accordance with its terms.

          SECTION 3.05.  No Conflict; Required Filings and Consents.  (a)  The
                         ------------------------------------------
execution and delivery of this Agreement by the Target do not, and the
performance of this Agreement by the Target will not, subject to (x) with
respect to the Merger, obtaining the requisite approval and adoption of this
Agreement and the Merger by the Target's shareholders in accordance with this
Agreement and Texas Law, and (y) obtaining the consents, approvals,
authorizations and permits and making the filings described in Section 3.05(b)
and Section 3.05(b) of the Target Disclosure Schedule, (i) conflict with or
violate the Articles of Incorporation, Bylaws or equivalent organizational
documents of the Target or any Subsidiary, (ii) conflict with or violate any
domestic (federal, state or local) or foreign law, rule, regulation, order,
judgment or decree ("Law") applicable to the Target or any Subsidiary or by
which any property or asset of the Target or any Subsidiary is bound or
affected, or (iii) except as specified in Section 3.05(a)(iii) of the Target
Disclosure Schedule, result in any breach of or constitute a default (or an
event which with notice or lapse of time or both would become a default) under,
or give to others any right of termination,  unilateral amendment, acceleration
or cancellation of, or result in the creation of a lien or other encumbrance on
any property or asset of the Target or any Subsidiary, or require the consent of
any third party pursuant to, any note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other instrument or obligation
to which the Target or any Subsidiary is a party or by which the Target or any
Subsidiary or any property or asset of the Target or any Subsidiary is bound or
affected, except for such conflicts, violations, breaches, defaults, rights,
liens and consents which 

















                                       10












individually or in the aggregate would not reasonably be expected to have a
Material Adverse Effect on the Target.

          (b)  The execution and delivery of this Agreement by the Target do
not, and the performance of this Agreement by the Target will not, require any
consent, approval, authorization or permit of, or filing with or notification
to, any governmental or regulatory authority, domestic or foreign, except (i)
pursuant to the Exchange Act, state securities or "blue sky" laws ("Blue Sky
                                                                    --------
Laws"), the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
- ----
(the "HSR Act") and the rules and regulations promulgated thereunder, and filing
      -------
and recordation of appropriate Articles of Merger with the Secretary as required
by Texas Law, (ii) as specified in Section 3.05(b) of the Target Disclosure
Schedule and (iii) where failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or notifications, would not
prevent or delay consummation of the Merger, or otherwise prevent the Target
from performing its obligations under this Agreement.

          SECTION 3.06.  Permits; Compliance.  Except as disclosed in Section
                         -------------------
3.06 of the Target Disclosure Schedule, each of the Target and the Subsidiaries
is in possession of all franchises, grants, authorizations, licenses, permits,
easements, variances, exceptions, consents, certificates, approvals and orders
of any United States (federal, state or local) or foreign government, or
governmental, regulatory or administrative authority, agency or commission or
court of competent jurisdiction ("Governmental Authority") necessary for the
                                  ----------------------
Target or any Subsidiary to own, lease and operate its properties or to carry on
its business as it is now being conducted, except for those which the failure to
possess would not individually or in the aggregate reasonably be expected to
have a Material Adverse Effect on the Target (the "Target Permits") and, as of
                                                   --------------
the date hereof, no suspension or cancellation of any of the Target Permits is
pending or, to the knowledge of the Target, threatened.  Except as disclosed in
Section 3.06 of the Target Disclosure Schedule or as would not reasonably be
expected to have a Material Adverse Effect on the Target, neither the Target nor
any Subsidiary is in conflict with, or in default or violation of, or, with the
giving of notice or the passage of time, would be in conflict with, or in
default or violation of, (a) any Law applicable to the Target or any Subsidiary
or by which any property or asset of the Target or any Subsidiary is bound or
affected, (b) any of the Target Permits or (c) the terms and provisions of the
Affirmative Action Plan of the Target and the Subsidiaries.  Except as disclosed
in Section 3.06 of the Target Disclosure Schedule, neither the Target nor any of
the Subsidiaries is subject to regulation by the Federal Communications
Commission, to the licensing requirements of the Communications Act of 1934, as
amended, or the Communications Satellite Act of 1962, as amended.

          SECTION 3.07.  SEC Filings; Financial Statements.  (a)  The Target has
                         ---------------------------------
timely filed all forms, reports and documents required to be filed by it with
the Securities and Exchange Commission since December 31, 1992 (collectively,
the "Target SEC Reports").  The Target SEC Reports (i) were prepared in all
     ------------------
material respects in accordance with the requirements of the Securities Act of
1933, as amended, and the Exchange Act, as the case may be, and the rules and
regulations thereunder and (ii) did not, at the time they were filed (or at the
effective date thereof in the case of registration statements), contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements made 




















                                       11












therein, in the light of the circumstances under which they were made, not
misleading.  No Subsidiary is currently required to file any form, report or
other document with the Securities and Exchange Commission.

          (b)  Each of the financial statements (including, in each case, any
notes thereto) contained in the Target SEC Reports was prepared in accordance
with United States generally accepted accounting principles applied on a
consistent basis ("U.S. GAAP") throughout the periods indicated (except as may
                   ---------
be indicated in the notes thereto and except that financial statements included
with interim reports do not contain all U.S. GAAP notes to such financial
statements) and each fairly presented in all material respects the financial
position, results of operations and changes in shareholders' equity and cash
flows of the Target as at the respective dates thereof and for the respective
periods indicated therein (subject, in the case of unaudited statements, to
normal and recurring year-end adjustments which were not and are not expected,
individually or in the aggregate, to have a Material Adverse Effect on the
Target).

          (c)  Except (i) to the extent set forth on the balance sheet of the
Target and the consolidated Subsidiaries as at December 31, 1995, including the
notes thereto, (ii) as set forth in Section 3.07(c) of the Target Disclosure
Schedule or (iii) as disclosed in any SEC Report filed by the Target after
December 31, 1995 and prior to the date of this Agreement, neither the Target
nor any Subsidiary has any liability or obligation of any nature (whether
accrued, absolute, contingent or otherwise) which would be required to be
reflected on a balance sheet, or in the notes thereto, prepared in accordance
with U.S. GAAP, except for liabilities and obligations incurred in the ordinary
course of business consistent with past practice since December 31, 1995, which
would not, individually or in the aggregate, be material in amount.

          (d)  The Target has heretofore furnished or made available to Acquiror
complete and correct copies of all amendments and modifications (if any) that
have not been filed by the Target with the SEC to all agreements, documents and
other instruments that previously had been filed by the Target as exhibits to
the Target SEC Reports and are currently in effect.

          (e)  The receivables of the Target and the Subsidiaries, either
reflected on the balance sheet of the Target and the consolidated Subsidiaries
as at December 31, 1995 (the "December Balance Sheet") or created subsequent to
the December Balance Sheet are, to the extent not previously collected in full,
true and valid receivables, created in the ordinary course of the business of
the Target and its Subsidiaries.  Since December 31, 1995, neither the Target
nor the Subsidiaries have (i) permitted or agreed to any extension in the time
for payment of receivables other than in the ordinary course of business and
consistent with past practice or (ii) changed their collection practices with
respect to the receivables including, without limitation, granted discounts in
return for the early collection thereof other than in the ordinary course of
business and consistent with past practice.

          SECTION 3.08.  Absence of Certain Changes or Events. Since December
                         ------------------------------------
31, 1995, except as set forth in this Agreement or disclosed pursuant to Section
3.08 of the Target Disclosure Schedule, or disclosed in any Target SEC Report
filed since December 31, 1995 and prior to the date 




















                                       12












of this Agreement, the Target and the Subsidiaries have conducted their business
only in the ordinary course and in a manner consistent with past practice and,
since December 31, 1995, there has not been (a) any event or events (whether or
not covered by insurance), individually or in the aggregate, having a Material
Adverse Effect on the Target, (b) any material change by the Target in its
accounting methods, principles or practices, (c) any entry by the Target or any
Subsidiary into any commitment or transaction material to the Target, except in
the ordinary course of business and consistent with past practice, (d) any
declaration, setting aside or payment of any dividend or distribution in respect
of any capital stock of the Target or any redemption, purchase or other
acquisition of any of the Target's or the Subsidiaries' securities, (e) other
than pursuant to the Plans (as defined in Section 3.10), any increase in or
amendment to, or establishment of any bonus, insurance, severance, deferred
compensation, pension, retirement, profit sharing, stock option, stock purchase
or other employee benefit plan, (f) granted any general increase in
compensation, bonus or other benefits payable to the employees of the Target or
the Subsidiaries or, except for increases in connection with periodic reviews
and in amounts consistent with past practice, any specific increase in the
compensation, bonus or other benefits payable to such employees, (g) paid any
bonus to the employees of the Target or the Subsidiaries except for bonuses
accrued on the December Balance Sheet, (h) any operation of the business of the
Target and the Subsidiaries other than in the ordinary course, consistent with
past practice; (i) any incurrence of indebtedness for borrowed money or
assumption or guarantee of indebtedness for borrowed money by the Target or any
of the Subsidiaries (other than loans from the Target to any wholly owned
Subsidiary or from any wholly owned Subsidiary to the Target or any other wholly
owned Subsidiary), or the grant of any lien on the assets of the Target or the
Subsidiaries to secure indebtedness for borrowed money, (j) any sale or transfer
of any assets of the Target or the Subsidiaries other than in the ordinary
course of business and consistent with past practice, or (k) any loan, advance
or capital contribution to or investment in any person in an aggregate amount in
excess of $100,000 by the Target or any Subsidiary (excluding any loan, advance
or capital contribution to, or investment in, the Target or any wholly owned
Subsidiary).

          SECTION 3.09.  Absence of Litigation.  Except as disclosed in Section
                         ---------------------
3.09 of the Target Disclosure Schedule or the Target SEC Reports filed prior to
the date of this Agreement, there is no claim, action, proceeding or
investigation pending or, to the best knowledge of the Target, threatened
against the Target or any Subsidiary, by, on behalf of or before any arbitrator
or Governmental Authority which (a) individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect on the Target or (b)
seeks to and is reasonably likely to significantly delay or prevent the
consummation of the Offer or the Merger.  Neither the Target or any Subsidiary
nor any property or asset of the Target or any Subsidiary is in violation of any
order, writ, judgment, injunction, decree, determination or award having,
individually or in the aggregate, a Material Adverse Effect on the Target. 
Neither the Target nor any Subsidiary is subject to any judgment, order or
decree that could reasonably be expected to have a Material Adverse Effect on
the Target.

          SECTION 3.10.  Employee Benefit Plans.  Section 3.10 of the Target
                         ----------------------
Disclosure Schedule lists (a) all employee benefit plans, programs and
arrangements maintained for the benefit of any current or former employee,
officer or director of the Target or any Subsidiary (the "Plans") 
                                                          -----


















                                       13












and (b) all written contracts and agreements relating to employment and all
severance agreements with any of the directors, officers or employees of the
Target or any Subsidiaries (other than, in each case, any such contract or
agreement that is terminable by the Target or any Subsidiary at will without
penalty or other adverse consequence).  Section 3.10 of the Target Disclosure
Schedule sets forth the name of each officer or employee of the Target or any
Subsidiary with an annual base compensation greater than $75,000 and the annual
base compensation applicable to each such officer or employee.  The Target has
made available to Acquiror a copy of each Plan, each material document prepared
in connection with each Plan and each Target Employment Contract.  None of the
Plans is a multiemployer plan within the meaning of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA").  Except as set forth in
                                          -----
Section 3.10 of the Target Disclosure Schedule, none of the Plans promises or
provides retiree medical or life insurance benefits to any person.  Each Plan
intended to be qualified under Section 401(a) of the Internal Revenue Code, as
amended (the "Code") is so qualified.  Each Plan has been operated in all
              ----
material respects in accordance with its terms and the requirements of
applicable Law.  The Target has not incurred any direct or indirect material
liability under, arising out of or by operation of Title IV of ERISA in
connection with the termination of, or withdrawal from, any Plan or other
retirement plan or arrangement and, as of the date hereof, no fact exists or
event has occurred that would reasonably be expected to give rise to any such
liability.  Except as set forth in Section 3.10 of the Target Disclosure
Schedule, no Plan is or has been covered by Title IV of ERISA or Section 412 of
the Code.  Except as set forth in Section 3.10 of the Target Disclosure
Schedule, the Target and the Subsidiaries have complied in all respects with all
laws, rules and regulations pertaining to employment practices including,
without limitation, the Worker Adjustment Retraining Notification Act, the wage
hour laws, the Americans with Disabilities Act, and the discrimination laws, and
no fact or event exists that could give rise to liability under such acts, laws,
rules or regulations, except for such occurrences, noncompliances and
liabilities as would not, individually or in the aggregate, have a Material
Adverse Effect on the Target.

          SECTION 3.11.  Labor Matters.  Neither the Target nor any Subsidiary
                         -------------
is a party to any collective bargaining agreement or other labor union contract
applicable to persons employed by the Target or any Subsidiary.

          SECTION 3.12.  Taxes.  (a) Except as set forth in Section 3.12(a) of
                         -----
the Target Disclosure Schedule, the Target and each of the Subsidiaries have (i)
filed all federal, state, local and foreign tax returns required to be filed by
them prior to the date of this Agreement (taking into account extensions), (ii)
paid or accrued all taxes shown to be due on such returns and paid all
applicable ad valorem and value added taxes as are due and (iii) paid or accrued
all taxes for which a notice of assessment or collection has been received
(other than amounts being contested in good faith by appropriate proceedings),
except in the case of clause (i), (ii) or (iii) for any such filings, payments
or accruals which would not, individually or in the aggregate, have a Material
Adverse Effect on the Target.  Except as set forth in Section 3.12(a) of the
Target Disclosure Schedule, neither the Internal Revenue Service nor any other
federal, state, local or foreign taxing authority has asserted any claim for
taxes, or to the best knowledge of the Target, is threatening to assert any
claims for taxes, which claims, individually or in the aggregate, could have a
Material Adverse Effect on the Target.  The Target has open years for federal,
state and foreign income tax returns 


















                                       14












only as set forth in Section 3.12(a) of the Target Disclosure Schedule.  The
Target and each Subsidiary have withheld or collected and paid over to the
appropriate governmental authorities (or are properly holding for such payment)
all taxes required by law to be withheld or collected, except for amounts which
would not, individually or in the aggregate, have a Material Adverse Effect on
the Target.  There are no liens for taxes upon the assets of the Target or any
Subsidiary (other than liens for taxes that are not yet due or that are being
contested in good faith by appropriate proceedings), except for liens which
would not, individually or in the aggregate, have a Material Adverse Effect on
the Target.

          (b)  Neither the Target nor any Subsidiary has taken or agreed to take
any action that would prevent the Merger from constituting a reorganization
qualifying under the provisions of Section 368(a) of the Code.

          SECTION 3.13.  Environmental Matters.  (a)  For purposes of this
                         ---------------------
Agreement, the following terms shall have the following meanings:  (i)
"Hazardous Substances" means (A) those substances defined in or regulated under
 --------------------
the following federal statutes and their state counterparts, as each may be
amended from time to time, and all regulations thereunder:  the Hazardous
Materials Transportation Act, the Resource Conservation and Recovery Act, the
Comprehensive Environmental Response, Compensation and Liability Act, the Clean
Water Act, the Safe Drinking Water Act, the Atomic Energy Act, the Federal
Insecticide, Fungicide, and Rodenticide Act, the Toxic Substances Control Act
and the Clean Air Act; (B) petroleum and petroleum products, byproducts and
breakdown products including crude oil and any fractions thereof; (C) natural
gas, synthetic gas, and any mixtures thereof; (D) polychlorinated biphenyls; (E)
any other chemicals, materials or substances defined or regulated as toxic or
hazardous or as a pollutant or contaminant or as a waste under any applicable
Environmental Law; and (F) any substance with respect to which a federal, state
or local agency requires environmental investigation, monitoring, reporting or
remediation; and (ii) "Environmental Laws" means any federal, state, foreign, or
                       ------------------
local law, rule or regulation, now or hereafter in effect and as amended, and
any judicial or administrative interpretation thereof, including any judicial or
administrative order, consent decree or judgment, relating to pollution or
protection of the environment, health, safety or natural resources, including
without limitation, those relating to (A) releases or threatened releases of
Hazardous Substances or materials containing Hazardous Substances or (B) the
manufacture, handling, transport, use, treatment, storage or disposal of
Hazardous Substances or materials containing Hazardous Substances.

          (b)  Except as described in Section 3.13 of the Target Disclosure
Schedule or as would not individually or in the aggregate result in or be likely
to result in any fine, tax, assessment, penalty, loss, cost, damage, liability,
expense or other payment related thereto in excess of $200,000:  (i) the Target
and each Subsidiary are and have been in compliance with all applicable
Environmental Laws; (ii) the Target and each Subsidiary have obtained all
permits, approvals, identification numbers, licenses or other authorizations
required under any applicable Environmental Laws ("Environmental Permits") and
                                                   ---------------------
are and have been in compliance with their requirements; (iii) such
Environmental Permits are transferable to the Surviving Corporation pursuant to
the Merger without the consent of any Governmental Authority; (iv) there are no
underground or aboveground 




















                                       15












storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons
in which Hazardous Substances are being or have been treated, stored or disposed
of on any owned or leased real property or on any real property formerly owned,
leased or occupied by the Target or any Subsidiary; (v) there is, to the best
knowledge of the Target, no asbestos or asbestos-containing material on any
owned or leased real property in violation of applicable Environmental Laws;
(vi) the Target and the Subsidiaries have not released, discharged or disposed
of Hazardous Substances on any real property owned or leased or on any real
property formerly owned or leased by the Target or any Subsidiary and none of
such property is contaminated with any Hazardous Substances; (vii) neither the
Target nor any of the Subsidiaries is undertaking, and neither the Target nor
any of the Subsidiaries has completed, any investigation or assessment or
remedial or response action relating to any such release, discharge or disposal
of or contamination with Hazardous Substances at any site, location or
operation, either voluntarily or pursuant to the order of any Governmental
Authority or the requirements of any Environmental Law; and (viii) there are no
pending or, to the knowledge of the Target, past or threatened actions, suits,
demands, demand letters, claims, liens, notices of non-compliance or violation,
notices of liability or potential liability, investigations, proceedings,
consent orders or consent agreements relating in any way to Environmental Laws,
any Environmental Permits or any Hazardous Substances against the Target or any
Subsidiary or any of their property, and there are no circumstances that can
reasonably be expected to form the basis of any such Environmental Claim,
including without limitation with respect to any off-site disposal location
presently or formerly used by the Target or any of the Subsidiaries or any of
their predecessors.

          (c)  The Target and the Subsidiaries have made available to Acquiror
copies of any environmental reports, studies or analyses in its possession or
under its control relating to owned or leased real property or the operations of
the Target or the Subsidiaries.

          (d)  Section 3.13 of the Target Disclosure Schedule sets forth a list
of all real property currently owned or owned within the last three years by the
Target or any of the Subsidiaries.

          SECTION 3.14.  Opinion of Financial Advisor.  The Target has received
                         ----------------------------
the opinion of Goldman, Sachs & Co. ("Target Banker") on the date of this
                                      -------------
Agreement to the effect that the consideration to be paid by Acquiror Sub in the
Offer and the Merger is fair from a financial point of view to the Target's
shareholders as of the date thereof. 

          SECTION 3.15.  Brokers.  No broker, finder or investment banker (other
                         -------
than Target Banker) is entitled to any brokerage, finder's or other fee or
commission in connection with the Transactions based upon arrangements made by
or on behalf of the Target or any Subsidiary.  The Target has heretofore
furnished to Acquiror a correct copy of all agreements between the Target and
Target Banker pursuant to which such firm would be entitled to any payment
relating to the Transactions. 

          SECTION 3.16.  Tangible Property.  The Target and the Subsidiaries
                         -----------------
have good and marketable title to all their tangible properties and assets, with
only such exceptions as, individually or in the aggregate, would not have a
Material Adverse Effect on the Target.  All of the assets of the 



















                                       16












Target and the Subsidiaries have been maintained and repaired for their
continued operation and are in good operating condition, reasonable wear and
tear excepted, and usable in the ordinary course of business, except where the
failure to be in such repair or condition or so usable would not individually or
in the aggregate have a Material Adverse Effect on the Target.

          SECTION 3.17.  Material Contracts.  Section 3.17 of the Target
                         ------------------
Disclosure Schedule lists (a) each contract which is required by its terms or is
currently expected to result in the payment or receipt by the Target or any
Subsidiary of more than $500,000 and which is not terminable by the Target or
any Subsidiary without the payment of any penalty or fine on not more than three
months' notice (a "Material Contract"), (b) all material agreements relating to
                   -----------------
joint ventures, partnerships and equity or debt investments, (c) all noncompete
agreements with the Target or the Subsidiaries (whether as beneficiary or
obligor), (d) all agreements, notes, bonds, indentures or other instruments
governing indebtedness for borrowed money, and any guarantee thereof or the
pledge of any assets or other security therefor and (e) all agreements with any
affiliate (other than the Target or a wholly owned subsidiary) of the Target or
the Subsidiaries  to which the Target or any Subsidiary is a party, in each case
other than contracts which have been filed as an exhibit to or have been
incorporated by reference in any Target SEC Report.  Each Material Contract is
in full force and effect and is enforceable against the parties thereto (other
than the Target) in accordance with its terms and no condition or state of facts
exists that, with notice or the passage of time, or both, would constitute a
material default by the Target or, to the knowledge of the Target, any third
party under such Material Contracts.  The Target has duly complied in all
material respects with the provisions of each Material Contract to which it is a
party.

          SECTION 3.18.  Offer Documents; Schedule 14D-9.  Neither the Schedule
                         -------------------------------
14D-9 nor any information supplied by the Target for inclusion in the Offer
Documents shall, at the respective times the Schedule 14D-9, the Offer
Documents, or any amendments or supplements thereto are filed with the SEC or
are first published, sent or given to shareholders of the Target, as the case
may be, contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements made therein, in the light of the circumstances under which they are
made, not misleading, except that no representation or warranty is made by the
Target with respect to information supplied by Acquiror Sub or Acquiror for
inclusion in the Schedule 14D-9.  The Schedule 14D-9 shall comply in all
material respects as to form with the requirements of the Exchange Act and the
rules and regulations thereunder.
 
          SECTION 3.19.  Amendment to Rights Agreement.  (a) The Target has
                         ------------------------------
heretofore provided Acquiror with a complete and correct copy of the Rights
Agreement, including all amendments (including the amendments contemplated by
this Section 3.19) and exhibits thereto. The Board and the Target have taken all
necessary action to amend the Rights Agreement so that, as long as this
Agreement has not been terminated in accordance with Section 8.01, (A) none of
the execution or delivery of this Agreement, the making of the Offer, the
acquisition of Shares pursuant to the Offer or the consummation of the Merger
will cause (i) the occurrence of a "Distribution Date" (as defined in the Rights
                                    -----------------
Agreement), (ii) the Rights (as defined in the Rights Agreement) to become
exercisable under the Rights Agreement, (iii) Parent, Acquiror or Acquiror Sub
or any of their affiliates or associates to be deemed an "Acquiring Person" (as
                                                          ----------------
defined in the Rights Agreement) or 

















                                       17












(iv) the "Stock Acquisition Date" (as defined in the Rights Agreement) to occur
          ----------------------
upon any such event, (B) none of the acceptance for payment or payment for
Shares by Acquiror Sub pursuant to the Offer will cause (i) the occurrence of a
Distribution Date, (ii) the Rights to become exercisable under the Rights
Agreement, (iii) Parent, Acquiror or Acquiror Sub or any of their affiliates or
associates to be deemed an Acquiring Person or (iv) the Stock Acquisition Date
to occur upon any such event, and (C) the "Expiration Date" (as defined in the
                                           ---------------
Rights Agreement) shall occur no later than immediately prior to the purchase of
shares pursuant to the Offer.
 
          (b)  The "Distribution Date" has not occurred as of the date of this
Agreement.

          SECTION 3.20.  Intellectual Property.  Section 3.20 of the Target
                         ---------------------
Disclosure Schedule sets forth a list of the trademarks and service marks owned
or used in the business of the Target or any of the Subsidiaries (the
"Trademarks").  Except as set forth in Section 3.20 of the Target Disclosure
Schedule, the Target and the Subsidiaries (a) own the copyright to, or (b) have
a license to use, all of the programming that has been employed in the operation
of the business (the "Programming").  To the best knowledge of the Target and
the Subsidiaries, the use by the Target and the Subsidiaries of the Trademarks
or the Programming does not infringe on any trademarks, copyrights or any other
rights of any other person and there are no existing or threatened claims
therefor.

          SECTION 3.21.  Fees and Expenses of Transactions.  The fees and
                         ---------------------------------
expenses of the attorneys, accountants, brokers, investment bankers and advisors
retained by the Target or any of the Subsidiaries in connection with the
transactions contemplated by this Agreement do not exceed the amount set forth
in Section 3.21 of the Target Disclosure Schedule.

          SECTION 3.22.  Capital Expenditures.  The capital expenditures for the
                         --------------------
Target and the Subsidiaries for the calendar years ended December 31, 1994 and
1995 did not exceed $7 million in any such calendar year by a material amount,
excluding in each case the expenditures related to the one-time conversion of
the satellite transmission equipment from an analog to a digital signal and
investments made in program inventory.

          SECTION 3.23.  Accreditation.  Section 3.23 of the Target Disclosure
                         -------------
Schedule sets forth a true and correct list of the networks that provide course
work eligible for applicable continuing education credit and the organizations
that accredit such course work.  As of the date of this Agreement, to the best
knowledge of the Target and the Subsidiaries, none of the organizations listed
in Section 3.23 of the Target Disclosure Schedule has notified the Target or any
of the Subsidiaries of such organization's intent to withdraw accreditation.

          SECTION 3.24.  Interactive Distance Training Network ("IDTN").  (a) As
                         ----------------------------------------------
of December 31, 1995, the Target and the Subsidiaries had contracts with
customers to provide IDTN services at a cost to such customers of not less than
$7.8 million for the calendar year 1996.

          (b)  Section 3.24(b) of the Target Disclosure Schedule lists the top
twenty customers for IDTN (based on revenues invoiced) for the year ending
December 31, 1995.  As of 



















                                       18












the date of this Agreement, to the best knowledge of the Target and
Subsidiaries, except as set forth on Schedule 3.24(b) of the Target Disclosure
Schedule, none of such customers has given written notice of its intent to
cancel or not renew its contract with the Target or the Subsidiaries for IDTN
services.

          SECTION 3.25.  Executive Education Network ("EXEN").  (a) Section
                         ------------------------------------
3.25(a) of the Target Disclosure Schedule lists the colleges, universities and
other educational institutions that provide course work to EXEN as of the date
of the Agreement.  As of the date of this Agreement, to the best knowledge of
the Target and the Subsidiaries, except as set forth on Schedule 3.25(a) of the
Target Disclosure Schedule, none of such colleges, universities or other
educational institutions has given written notice of its intent to cancel or not
renew its relationship with the Target or the Subsidiaries in connection with
EXEN.

          (b)  As of the date of this Agreement, except as set forth in Section
3.25(b) of the Target Disclosure Schedule, all customers that have completed
"proof of concept" contracts with the Target or the Subsidiaries for EXEN
services have entered into contracts with the Target or the Subsidiaries, as
applicable, for further EXEN services.

          SECTION 3.26.  Renewal Rate.  Section 3.26 to the Target Disclosure
                         ------------
Schedule sets forth, for each subscription based satellite and video programming
network, by network, (a) the total number of subscribers as of January 1, 1995,
December 31, 1995 and March 31, 1996 and (b) the number of new subscribers
enrolled during the twelve months ended December 31, 1995 and the three months
ended March 31, 1996, respectively.

                                   ARTICLE IV

                    REPRESENTATIONS AND WARRANTIES OF PARENT,
                           ACQUIROR AND ACQUIROR SUB 
 
          Parent, Acquiror and Acquiror Sub hereby, jointly and severally,
represent and warrant to the Target that:
 
          SECTION 4.01.  Corporate Organization.  Each of Parent, Acquiror and
                         ----------------------
Acquiror Sub is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation and has the
requisite corporate power and authority and all necessary governmental approvals
to own, lease and operate its properties and to carry on its business as it is
now being conducted, except where the failure to have such power, authority and
governmental approvals would not, individually or in the aggregate, have a
material adverse effect on the ability of Parent, Acquiror and Acquiror Sub to
perform their obligations hereunder and to consummate the Transactions.
 
          SECTION 4.02.  Authority Relative to This Agreement.  Each of Parent,
                         ------------------------------------
Acquiror and Acquiror Sub has all necessary corporate power and authority to
execute and deliver this Agreement, to perform its obligations hereunder and to
consummate the Transactions.  The 






















                                       19












execution and delivery of this Agreement by Parent, Acquiror and Acquiror Sub
and the consummation by Parent, Acquiror and Acquiror Sub of the Transactions
have been duly and validly authorized by all necessary corporate action and no
other corporate proceedings on the part of Parent, Acquiror or Acquiror Sub are
necessary to authorize this Agreement or to consummate the Transactions (other
than with respect to the Merger, the filing and recordation of appropriate
Articles of Merger with the Secretary, as required by Texas Law).  This
Agreement has been duly and validly executed and delivered by Parent, Acquiror
and Acquiror Sub and, assuming the due authorization, execution and delivery of
this Agreement by the Target, constitutes a legal, valid and binding obligation
of each of Parent, Acquiror and Acquiror Sub enforceable against each of Parent,
Acquiror and Acquiror Sub in accordance with its terms.
 
          SECTION 4.03.  No Conflict; Required Filings and Consents.  (a) The
                         ------------------------------------------
execution and delivery of this Agreement by Parent, Acquiror and Acquiror Sub do
not, and the performance of this Agreement by Parent, Acquiror and Acquiror Sub
will not, (i) conflict with or violate the Articles of Incorporation or Bylaws
of Parent, Acquiror or Acquiror Sub, (ii) conflict with or violate any Law
applicable to Parent, Acquiror or Acquiror Sub or by which any property or asset
of any of them is bound or affected, or (iii) result in any breach of or
constitute a default (or an event which with notice or lapse of time or both
would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, or result in the creation of a lien
or other encumbrance on any property or asset of Parent, Acquiror or Acquiror
Sub or require the consent of any third party pursuant to, any note, bond,
mortgage, indenture, contract, agreement, lease, license, permit, franchise or
other instrument or obligation to which Parent, Acquiror or Acquiror Sub is a
party or by which Parent, Acquiror or Acquiror Sub or any property or asset of
any of them is bound or affected, except for any such conflicts, violations,
breaches, defaults or other occurrences which would not, individually or in the
aggregate, prevent Parent, Acquiror and Acquiror Sub from performing their
respective obligations under this Agreement and consummating the Transactions.
 
          (b)  The execution and delivery of this Agreement by Parent, Acquiror
and Acquiror Sub do not, and the performance of this Agreement by Parent,
Acquiror and Acquiror Sub will not require any consent, approval, authorization
or permit of, or filing with or notification to, any governmental or regulatory
authority, domestic or foreign, except (i) pursuant to the Exchange Act, Blue
Sky Laws, the HSR Act, the rules and regulations of the New York Stock Exchange,
and filing and recordation of appropriate Articles of Merger with the Secretary
as required by Texas Law and (ii) where failure to obtain such consents,
approvals, authorizations or permits, or to make such filings or notifications,
would not have a Material Adverse Effect on Acquiror and would not prevent or
delay consummation of the Transactions, or otherwise prevent Parent, Acquiror or
Acquiror Sub from performing their respective obligations under this Agreement.
 
          SECTION 4.04.  Offer Documents; Proxy Statement.  The Offer Documents
                         --------------------------------
will not, at the time the Offer Documents are filed with the SEC or are first
published, sent or given to shareholders of the Target, as the case may be,
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements
made therein, in the light of the circumstances under which they are made, not
misleading.  The information supplied by Parent, Acquiror or Acquiror Sub for
inclusion in the 



















                                       20












proxy statement to be sent to the shareholders of the Target in connection with
the Target Shareholders Meeting (such proxy statement, as amended and
supplemented, being referred to herein as the "Proxy Statement") and Schedule
                                               ---------------
14D-9 will not, on the date the Proxy Statement or Schedule 14D-9 (or any
amendment or supplement thereto) is first mailed to shareholders of the Target,
at the time of the Shareholders Meeting and at the Effective Time, contain any
statement which, at such time and in light of the circumstances under which it
is made, is false or misleading with respect to any material fact, or omits to
state any material fact required to be stated therein or necessary in order to
make the statements therein not false or misleading or necessary to correct any
statement in any earlier communication with respect to the solicitation of
proxies for the Shareholders Meeting which shall have become false or
misleading; provided, however, that Parent, Acquiror or Acquiror Sub makes no
            --------  -------
representation or warranty with respect to information supplied by the Target
for inclusion in the Offer Documents.  The Offer Documents shall comply in all
material respects as to form with the requirements of the Exchange Act and the
rules and regulations thereunder.

          SECTION 4.05.  Brokers.  No broker, finder or investment banker is
                         -------
entitled to any brokerage, finder's or other fee or commission in connection
with the Transactions based upon arrangements made by or on behalf of Parent,
Acquiror or Acquiror Sub other than fees payable by the Parent, the Acquiror and
the Acquiror Sub.
 
          SECTION 4.06.  Financing.  Parent, has and will make available to
                         ---------
Acquiror Sub the funds to purchase all Shares tendered pursuant to the Offer and
to consummate the Merger.

                                    ARTICLE V
 
                     CONDUCT OF BUSINESS PENDING THE MERGER
 
          SECTION 5.01.  Conduct of Business by the Target Pending the Acquiror
                         ------------------------------------------------------
Sub's Election Date.  The Target covenants and agrees that, between the date of
- -------------------
this Agreement and the election or appointment of Acquiror Sub's designees to
the Board pursuant to Section 6.03 upon the purchase by Acquiror Sub of any
Shares pursuant to the Offer (the "Acquiror Sub's Election Date"), unless
                                   ----------------------------
Acquiror shall otherwise agree in writing (which agreement shall not be
unreasonably withheld), (1) the business of the Target and the Subsidiaries
shall be conducted only in, and the Target and the Subsidiaries shall not take
any action except in, the ordinary course of business and in a manner
substantially consistent with past practice, (2) the Target shall use all
reasonable efforts to preserve substantially intact its business organization,
to keep available the services of the current officers, employees and
consultants of the Target and the Subsidiaries and to preserve the current
relationships of the Target and the Subsidiaries with customers, suppliers and
other persons with which the Target or any Subsidiary has significant business
relations and (3) the Target shall not, and shall not permit any Subsidiary to: 
 
          (a)  amend or otherwise change its Articles of Incorporation or
Bylaws;

          (b)  issue, sell, pledge, dispose of, grant, encumber, or authorize
the issuance, sale, pledge, disposition, grant or encumbrance of, (i) any shares
of capital stock of the Target or any 


















                                       21












Subsidiary of any class, or any options, warrants, convertible securities or
other rights of any kind to acquire any shares of such capital stock, or any
other ownership interest (including, without limitation, any phantom interest),
of the Target (except for shares of the Target Common Stock, if any, issuable
under agreements currently in effect on the date hereof and described in Section
3.03 of the Target Disclosure Schedule, the issuance of rights pursuant to the
Rights Agreement and shares of capital stock pursuant to Options described in
Section 3.03 of the Target Disclosure Schedule or Plans currently in effect on
the date hereof and described in Section 3.10 of the Target Disclosure
Schedule), or (ii) any of the Target's or any Subsidiaries' assets, except for
sales in the ordinary course of business and in a manner consistent with past
practice;

          (c)  declare, set aside, make or pay any dividend or other
distribution, payable in cash, stock, property or otherwise, with respect to any
of its capital stock;

          (d)  reclassify, combine, split, divide or redeem, purchase or
otherwise acquire, directly or indirectly, any of its capital stock;

          (e)  (i) acquire (including, without limitation, by merger,
consolidation, or acquisition of stock or assets) any interest in any
corporation, partnership, other business organization or any division thereof or
any assets (other than inventory, equipment and similar assets acquired in the
ordinary course of business); (ii) incur any indebtedness for borrowed money or
issue any debt securities or assume, guarantee or endorse, or otherwise as an
accommodation become responsible for, the obligations of any person, or make any
loans or advances, except for indebtedness in a principal amount not, in the
aggregate, in excess of $500,000 and repayable without premium or penalty; (iii)
enter into any contract or agreement material to the business, results of
operations or financial condition of the Target other than in the ordinary
course of business, consistent with past practice or enter into or amend any
Material Contract; (iv) authorize any capital expenditure, other than capital
expenditures set forth in Section 5.01(e)(iv) of the Target Disclosure Schedule;
or (v) enter into or amend any contract, agreement, commitment or arrangement
with respect to any matter set forth in this subsection (e);

          (f) (i)   except for annual increases in compensation payable or to
become payable to any officer or other employee of the Target or the
Subsidiaries consistent with past practices of the Target and the Subsidiaries,
increase the compensation payable or to become payable to any officer or other
employee, or grant any bonus to, any officer or other employee, or (ii) except
as contemplated by Schedule 3.10 of the Target Disclosure Schedule or in
accordance with the Company's current policies, grant any severance or
termination pay to, or enter into any employment or severance agreement with,
any director, officer or other employee of the Target or any Subsidiary or enter
into or amend any collective bargaining agreement, or (iii) establish, adopt,
enter into or amend any bonus, profit sharing, thrift, compensation, stock
option, restricted stock, pension, retirement, deferred compensation or other
plan, trust or fund for the benefit of any director, officer or class of
employees; or

          (g)  settle or compromise any pending or threatened litigation which
is material or which relates to the transactions contemplated hereby, provided
                                                                      --------
that nothing in this Section 


















                                       22












5.01(g) will prohibit the Target from settling or compromising any such
litigation if, after consultation with counsel, the Target's Board believes that
such action is necessary to comply with its fiduciary duties; or

          (h)  take any action that would result in a breach of the
representations and warranties made in Section 3.08.

                                   ARTICLE VI
 
                              ADDITIONAL AGREEMENTS
 
          SECTION 6.01.  Shareholder's Meeting.  (a) The Target shall, in
                         ---------------------
accordance with applicable law and the Target's Articles of Incorporation and
Bylaws, (i) duly call, give notice of, convene and hold an annual or special
meeting of its shareholders as soon as practicable following consummation of the
Offer for the purpose of considering and taking action on this Agreement and the
transactions contemplated hereby (the "Target Shareholders Meeting") and (ii)
                                       ---------------------------
subject to the fiduciary obligations of the Board as advised by independent
legal counsel, include in the Proxy Statement the recommendation of the Board
that the shareholders of the Target approve and adopt this Agreement and the
Transactions, including, without limitation, the Merger and the written opinion
of Goldman, Sachs & Co. referred to in Section 1.2(a), and use its reasonable
best efforts to obtain such approval and adoption.  To the extent permitted by
law, Parent, Acquiror and Acquiror Sub each agree to vote all Shares
beneficially owned by them in favor of the Merger.

          (b)  Notwithstanding the foregoing, if and to the extent permitted by
Law, the Target agrees, at the request of Acquiror Sub, subject to Article VII,
to take all necessary and appropriate action to cause the Merger to become
effective as soon as reasonably practicable after the Tender Offer Acceptance
Date, without a meeting of the Target's shareholders, in accordance with Section
5.16 of Texas Law.

          SECTION 6.02.  Proxy Statement.  As promptly as practicable after the
                         ---------------
purchase of all Shares validly tendered and not withdrawn pursuant to the Offer,
the Target shall file the Proxy Statement with the SEC under the Exchange Act,
and shall use its reasonable best efforts to have the Proxy Statement cleared by
the SEC.  Acquiror, Acquiror Sub and the Target shall cooperate with each other
in the preparation of the Proxy Statement, and the Target shall notify Acquiror
of the receipt of any comments of the SEC with respect to the Proxy Statement
and of any requests by the SEC for any amendment or supplement thereto or for
additional information and shall provide to Acquiror promptly copies of all
correspondence between the Target or any representative of the Target and the
SEC.  The Target shall give Acquiror and its counsel the opportunity to review
the Proxy Statement prior to its being filed with the SEC and shall give
Acquiror and its counsel the opportunity to review all amendments and
supplements to the Proxy Statement and all responses to requests for additional
information and replies to comments prior to their being filed with, or sent to,
the SEC.  Each of the Target, Parent, Acquiror and Acquiror Sub agrees to use
its reasonable best efforts, after consultation with the other parties hereto,
to respond promptly to all such comments of and requests by the SEC and to cause
the Proxy Statement and all required amendments and 





















                                       23












supplements thereto to be mailed to the holders of Shares entitled to vote at
the Target Shareholders Meeting at the earliest practicable time.
 
          SECTION 6.03.  Target Board Representation; Section 14(f).  (a)
                         ------------------------------------------
Promptly upon the purchase by Acquiror Sub of Shares pursuant to the Offer, and
from time to time thereafter, Acquiror Sub shall be entitled to designate up to
such number of directors, rounded up to the next whole number, on the Board as
shall give Acquiror Sub representation on the Board equal to the product of the
total number of directors on the Board (giving effect to the directors elected
pursuant to this sentence) multiplied by the percentage that the aggregate
number of Shares beneficially owned by Acquiror Sub or any affiliate of Acquiror
Sub at such time bears to the total number of Shares then outstanding, and the
Target shall, at such time, promptly take all actions necessary to cause
Acquiror Sub's designees to be elected as directors of the Target, including
increasing the size of the Board or securing the resignations of incumbent
directors or both.  At such times, the Target shall use its best efforts to
cause persons designated by Acquiror Sub to constitute the same percentage as
persons designated by Acquiror Sub shall constitute of the Board of (i) each
committee of the Board (some of whom may be required to be independent as
required by applicable law), (ii) each board of directors of each domestic
Subsidiary and (iii) each committee of each such board, in each case only to the
extent permitted by applicable law.  Notwithstanding the foregoing, until the
time Acquiror Sub acquires a majority of the then Outstanding Shares on a Fully
Diluted Basis, the Target shall use its best efforts to ensure that all the
members of the Board and each committee of the Board and such boards and
committees of the domestic Subsidiaries as of the date hereof who are not
employees of the Target shall remain members of the Board and of such boards and
committees.
 
          (b)  The Target shall promptly take all actions required pursuant to
Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order
to fulfill its obligations under this Section 6.03 and shall include in the
Schedule 14D-9 such information with respect to the Target and its officers and
directors as is required under Section 14(f) and Rule 14f-1 to fulfill such
obligations.  Parent, Acquiror or Acquiror Sub shall supply to the Target and be
solely responsible for any information with respect to either of them and their
nominees, officers, directors and affiliates required by such Section 14(f) and
Rule 14f-1.
 
          (c)  Following the election or appointment of designees of Acquiror
Sub pursuant to this Section 6.03 and prior to the Effective Time, any amendment
of this Agreement or the Articles of Incorporation or Bylaws of the Target, any
termination of this Agreement by the Target, any extension by the Target of the
time for the performance of any of the obligations or other acts of Parent,
Acquiror or Acquiror Sub or waiver of any of the Target's rights hereunder shall
require the concurrence of a majority of the directors of the Target then in
office who neither were designated by Acquiror Sub nor are employees of the
Target or if no such directors are then in office, no such amendment,
termination, extension or waiver shall be effected which is materially adverse
to the holders of Shares (other than Acquiror and its subsidiaries).
 
          SECTION 6.04.  Access to Information; Confidentiality.  (a) Subject to
                         --------------------------------------
the Confidentiality Agreement (as hereinafter defined), from the date hereof to
Acquiror Sub's Election Date, the Target shall, and shall cause its
subsidiaries, officers, directors, employees, auditors and 


















                                       24












other agents to, afford the officers, employees, auditors and other agents of
Acquiror, and financing sources who shall agree to be bound by the provisions of
the Confidentiality Agreement as though a party thereto, complete access at all
reasonable times to its officers, employees, agents, properties, offices, plants
and other facilities and to all books and records, and shall furnish Acquiror
and such financing sources with all financial, operating and other data and
information as Acquiror, through its officers, employees or agents, or such
financing sources may from time to time reasonably request.  Notwithstanding
anything to the contrary contained in the Confidentiality Agreement, none of the
actions required to be taken by Acquiror or Acquiror Sub under this Agreement
shall be deemed to violate the Confidentiality Agreement.

          (b)  No investigation pursuant to this Section 6.04 shall affect any
representations or warranties of the parties herein or the condition of the
obligations of the parties hereto.

          SECTION 6.05.  No Solicitation of Transactions.  The Target and its
                         -------------------------------
affiliates shall not, directly or indirectly, through any officer, director,
agent or otherwise, solicit, initiate or encourage the submission of any
proposal or offer from any person relating to any acquisition or purchase of all
or any material portion of the assets of, or any equity interest in, the Target
(or any subsidiary or division thereof) or any merger, consolidation, share
exchange, business combination or other similar transaction with the Target (or
any subsidiary or division thereof) or solicit, participate in or initiate any
negotiations regarding, or furnish to any other person any information with
respect to, or otherwise cooperate in any way with, or assist or participate in,
facilitate or encourage, any effort or attempt by any other person to do or seek
any of the foregoing; provided, however, that nothing contained in this Section
                      --------  -------
6.05 shall prohibit the Target from furnishing information to, or entering into
discussions or negotiations with, any person in connection with an unsolicited
written proposal to the Target by such person to acquire the Target pursuant to
a merger, consolidation, share exchange, business combination or other similar
transaction or to acquire all or substantially all of the assets of the Target
received by the Target after the date of the Agreement, if, and only to the
extent that, (a) the Target's Board, as advised by independent legal counsel of
Target and Target Banker, determines in good faith that such action is required
in order for the Board not to breach its fiduciary duties to shareholders
imposed by law and (b) prior to furnishing such information to, or entering into
discussions or negotiations with, such person, the Target (i) gives Acquiror as
promptly as practicable prior written notice (which shall include a copy of such
written proposal except to the extent such disclosure would cause the Board of
Directors of Target to determine that such disclosure would be a breach of its
fiduciary duties to shareholders imposed by Law, as advised by independent legal
counsel of Target) of the Target's intention to furnish such information or
begin such discussions and (ii) receives from such person an executed
confidentiality agreement on terms no less favorable to the Target than those
contained in the Confidentiality Agreement.  The Target agrees not to release
any third party from, or waive any provision of, any confidentiality or
standstill agreement to which the Target is a party.  The Target and its
affiliates immediately shall cease and cause to be terminated all existing
discussions or negotiations with any parties conducted heretofore with respect
to any of the foregoing. 

          SECTION 6.06.  Directors' and Officers' Indemnification.  The Articles
                         ----------------------------------------
of Incorporation and Bylaws of the Surviving Corporation shall contain
provisions no less favorable 

















                                       25












with respect to indemnification than are set forth in the Articles of
Incorporation and Bylaws of the Target, which provisions shall not be amended,
repealed or otherwise modified for a period of six (6) years from the Effective
Time in any manner that would affect adversely the rights thereunder of
individuals who at any time prior to the Effective Time were directors, officers
or employees of the Target or any of its Subsidiaries, unless such modification
shall be required by Law.  

          From and after the Effective Time, Acquiror and the Surviving
Corporation shall indemnify, defend and hold harmless each person who is now, or
has been at any time prior to the date of this Agreement or who becomes prior to
the Effective Time, an officer, director or employee of the Target or any of the
Subsidiaries (collectively, the "Indemnified Parties") against all losses,
                                 -------------------
reasonable expenses (including reasonable attorneys' fees), claims, damages,
liabilities or amounts that are paid in settlement of, with the approval of the
Surviving Corporation (which approval shall not unreasonably be withheld), or
otherwise in connection with, any threatened or actual claim, action, suit,
proceeding or investigation (a "Claim"), based in whole or in part on or arising
                                -----
in whole or in part out of the fact that the Indemnified Party (or the person
controlled by the Indemnified Party) is or was a director, officer or employee
of the Target or any of the Subsidiaries and pertaining to any matter existing
or arising out of actions or omissions occurring at or prior to the Effective
Time (including, without limitation, any Claim arising out of this Agreement or
any of the transactions contemplated hereby), whether asserted or claimed prior
to, at or after the Effective Time, in each case to the fullest extent permitted
under Texas Law, and shall pay any expenses, as incurred, in advance of the
final disposition of any such action or proceeding to each Indemnified Party to
the fullest extent permitted under Texas Law.  Without limiting the foregoing,
in the event any such claim is brought against any of the Indemnified Parties,
(a) such Indemnified Parties may retain counsel (including local counsel)
satisfactory to them and which shall be reasonably satisfactory to Acquiror and
the Surviving Corporation and they shall pay all reasonable fees and expenses of
such counsel for such Indemnified Parties; and (b) the Acquiror and the
Surviving Corporation shall use all reasonable efforts to assist in the defense
of any such Claim, provided that the Acquiror and the Surviving Corporation
shall not be liable for any settlement effected without their written consent,
which consent, however, shall not be unreasonably withheld.  The Indemnified
Parties as a group shall retain only one law firm (plus appropriate local
counsel) to represent them with respect to each such Claim unless there is, as
determined by counsel to the Indemnified Parties, under applicable standards of
professional conduct, a conflict or a reasonable likelihood of a conflict on any
significant issue between the positions of any two or more Indemnified Parties
at the expense of the Acquiror and the Surviving Corporation.  Notwithstanding
the foregoing, nothing contained in this Section 6.06 shall be deemed to grant
any right to any Indemnified Party which is not permitted to be granted to such
person under Texas Law.

          SECTION 6.07.  Obligations of Acquiror Sub.  Acquiror shall take all
                         ---------------------------
action necessary to cause Acquiror Sub to perform its obligations under this
Agreement and to consummate the Merger on the terms and subject to the
conditions set forth in this Agreement.

          SECTION 6.08.  Public Announcements.  (a) Parent, Acquiror, Acquiror
                         --------------------
Sub and the Target shall consult with each other before issuing any press
release or otherwise making any public statements with respect to this Agreement
or the Transactions and shall not issue any such press 

















                                       26












release or make any such public statement prior to such consultation, except as
may be required by Law or any listing agreement with its securities exchange,
and (b) prior to the Effective Time, the Target will not issue any other press
release or otherwise make any public statements regarding its business, except
as may be required by Law or any listing agreement with the National Association
of Securities Dealers, Inc. to which the Target is a party.

          SECTION 6.09.  Delivery of SEC Documents.  The Target shall promptly
                         -------------------------
provide the Acquiror with any report, statement or schedule filed by the Target
with the SEC subsequent to the date of this Agreement and, to the extent
practicable, will provide Acquiror the opportunity to review and provide
comments to any such report, statement or schedule prior to its filing with the
SEC.

          SECTION 6.10.  Notification of Certain Matters.  The Target shall give
                         -------------------------------
prompt notice to Acquiror, and Acquiror shall give prompt notice to the Target,
of (a) the occurrence, or non-occurrence, of any event the occurrence, or
non-occurrence, of which would be likely to cause any representation or warranty
contained in this Agreement to be untrue or inaccurate and (b) any failure of
the Target, Parent, Acquiror or Acquiror Sub, as the case may be, to comply with
or satisfy any covenant, condition or agreement to be complied with or satisfied
by it hereunder; provided, however, that the delivery of any notice pursuant to
                 --------  -------
this Section 6.10 shall not limit or otherwise affect the remedies available
hereunder to the party receiving such notice.

          SECTION 6.11.  Further Action.  Upon the terms and subject to the
                         --------------
conditions hereof, each of the parties hereto shall use its reasonable best
efforts to take, or cause to be taken, all appropriate action, and to do or
cause to be done, all things necessary, proper or advisable under applicable
laws and regulations to consummate and make effective the transactions
contemplated by this Agreement, including but not limited to (i) cooperation in
the preparation and filing of the Offer Documents, the Schedule 14D-9, the Proxy
Statement, any required filings under the HSR Act and other laws described in
clause (i) of the exception in Section 3.05(b), and any amendments to any
thereof and (ii) using its reasonable best efforts to make all required
regulatory filings and applications and to obtain all licenses, permits,
consents, approvals, authorizations, qualifications and orders of governmental
authorities and parties to contracts with the Target and its Subsidiaries as are
necessary for the consummation of the transactions contemplated by this
Agreement and to fulfill the conditions to the Offer and the Merger, including
but not limited to the FCC Approvals.  In case at any time after the Effective
Time any further action is necessary or desirable to carry out the purposes of
this Agreement, the proper officers and directors of each party to this
Agreement shall use their reasonable best efforts to take all such necessary
action.

          SECTION 6.12  Employee Benefits. 
                        -----------------

          (a)  Acquiror agrees that, during the period commencing at the
Acquiror Sub's Election Date and ending on the first anniversary thereof, the
employees of the Target and the Subsidiaries will continue to be provided with
benefits under employee benefit plans that are no less favorable in the
aggregate than those currently provided by the Target and the Subsidiaries to
such employees; provided that it is understood and agreed that the failure to
provide the benefits (other 


















                                       27












than benefits accrued prior to the termination of the applicable plan) of the
Target's Amended and Restated 1989 Stock Option Plan, as amended, the Target's
Nonemployee Stock Option Plan, as amended, and the Target's Employee Stock
Purchase Plan shall not be a breach of this Section 6.12.

          (b)  Acquiror will cause the Target (and, after the Merger, the
Surviving Corporation) to honor all employee benefit obligations to current and
former employees and directors under the Target's employee benefit plans in
existence on the date hereof and disclosed in Section 3.10 of the Target
Disclosure Schedule and all employment or severance agreements entered into by
the Target or adopted by the Board of Directors of the Target prior to the date
hereof and disclosed in Section 3.10 or 6.12(b) of the Target Disclosure
Schedule; provided, however, that nothing shall prevent Acquiror or the Target
          --------  -------
(and, after the Merger, the Surviving Corporation) from taking any action with
respect to such plans, obligations or agreements or refraining from taking any
such action which is permitted or provided for under the terms thereof or under
applicable Law. 

          (c)  Employees of the Target (and, after the Merger, the Surviving
Corporation) shall be given credit for all actual service with the Target and
the Subsidiaries under all employee benefit plans, programs and policies of the
Surviving Corporation or Acquiror in which they become participants for all
purposes thereunder, except to the extent that such crediting would produce
duplication of benefits.

          SECTION 6.13  Amendments to the Rights Agreement.  The Target
                        ----------------------------------
covenants and agrees that it will amend the Rights Agreement in the manner set
forth in Section 3.19, no later than the close of business on the date of this
Agreement, and, except as expressly contemplated by Section 3.19 of this
Agreement, the Target covenants and agrees that it will not amend the Rights
Agreement.

          SECTION 6.14.  Postponement of Annual Meeting.  The Target shall as
                         ------------------------------
soon as possible after the date of this Agreement indefinitely postpone its
annual meeting of shareholders currently scheduled for May 22, 1996, and shall
take no action unless compelled by legal process to reschedule such annual
meeting or to call a special meeting of shareholders of the Target, except in
accordance with this Agreement, unless and until this Agreement has been
terminated in accordance with its terms.

                                   ARTICLE VII
 
                            CONDITIONS TO THE MERGER

          SECTION 7.01.  Conditions to the Merger.  The obligations of the
                         ------------------------
Target, Acquiror, and Acquiror Sub to consummate the Merger shall be subject to
the satisfaction of the following conditions and only the following conditions:
 
          (a)  the Merger shall have been approved and adopted by the
affirmative vote of the shareholders of the Target to the extent required by
Texas Law and the Articles of Incorporation and Bylaws of the Target;






















                                       28












 
          (b)  no Governmental Authority shall have enacted, issued,
promulgated, enforced or entered any law, order, executive order, stay, decree,
judgment, injunction or other order or statute, rule or regulation which is in
effect and which has the effect of making the acquisition of Shares by Parent,
Acquiror or Acquiror Sub or any affiliate of either of them illegal or otherwise
preventing or prohibiting consummation of the Transactions; 

          (c)  any waiting period (and any extension thereof) applicable to the
consummation of the Merger under the HSR Act shall have expired or been
terminated; and
 
          (d)  Acquiror Sub or its permitted assignee shall have purchased all
Shares validly tendered and not withdrawn pursuant to the Offer; provided,
                                                                 --------
however, that neither Acquiror nor Acquiror Sub shall be entitled to assert the
- -------
failure of this condition if, in breach of this Agreement or the terms of the
Offer, Acquiror Sub fails to purchase any Shares validly tendered and not
withdrawn pursuant to the Offer. 

                                  ARTICLE VIII
 
                        TERMINATION, AMENDMENT AND WAIVER
 
          SECTION 8.01.  Termination.  This Agreement may be terminated and the
                         -----------
Merger and the other Transactions may be abandoned at any time prior to the
Effective Time, notwithstanding any requisite approval and adoption of this
Agreement and the transactions contemplated hereby as follows:
 
          (a)  By mutual written consent duly authorized by the Boards of
Directors of each of Parent, Acquiror, Acquiror Sub and the Target; or
 
          (b)  By Acquiror if (i) due to an occurrence or circumstance that
results in a failure to satisfy any condition set forth in Annex A hereto,
                                                           -------
Acquiror Sub shall have (A) failed to commence the Offer within 10 days
following the date of this Agreement, (B) terminated the Offer without having
accepted any Shares for payment thereunder or (C) failed to pay for Shares
pursuant to the Offer within 120 days following the commencement of the Offer,
unless any such failure listed above shall have been caused by or resulted from
the failure of Parent, Acquiror or Acquiror Sub to perform in any material
respect any material covenant or agreement of either of them contained in this
Agreement or the material breach by Parent, Acquiror or Acquiror Sub of any
material representation or warranty of either of them contained in this
Agreement, (ii) prior to the purchase of Shares pursuant to the Offer, (A) the
Board of the Target withdraws or modifies (including by amendment of the
Schedule 14D-9) in a manner adverse to Acquiror its approval or recommendation
of this Agreement, the Offer or the Merger or shall have resolved to do so, (B)
the Board shall have recommended to the shareholders of the Target any Business
Combination Transaction (as hereinafter defined) other than the Transactions or
resolved to do so, (C) the Minimum Condition shall not have been satisfied by
the expiration date of the Offer and on or prior to such date any person
(including the Target or any of its Subsidiaries or affiliates), other than
Parent, Acquiror or 





















                                       29












Acquiror Sub or any of their affiliates, shall have become the beneficial owner
of 20% or more of the Shares, (D) there shall have been a breach of any
representation or warranty on the part of the Target which would reasonably be
expected to either have a Material Adverse Effect on the Target or prevent the
consummation of the Offer or (E) there shall have been a breach of any covenant
or agreement on the part of the Target which would reasonably be expected to
either have a Material Adverse Effect on the Target or prevent the consummation
of the Offer, which shall not have been cured prior to the earlier of (x) 10
days following notice of such breach and (y) two business days prior to the date
on which the Offer expires or (iii) the Offer shall have remained open for at
least twenty (20) business days, the Minimum Condition shall not have been
satisfied by the expiration date of the Offer and on or prior to such date any
person (other than Parent, Acquiror or Acquiror Sub or any of their affiliates)
shall have made (A) a public announcement or communication with respect to a
Business Combination Transaction (as defined below) or (B) a bona fide proposal
to consummate a Business Combination Transaction and the terms thereof shall
have become public information; or
 
          (c)  By the Target if Acquiror Sub shall have (A) failed to commence
the Offer within 10 days following the date of this Agreement, (B) terminated
the Offer without having accepted any Shares for payment thereunder or (C)
failed to pay for Shares pursuant to the Offer within 120 days following the
commencement of the Offer, unless in the case of (A), (B), or (C) immediately
above, such failure to pay for Shares shall have been caused by or resulted from
the failure of the Target to satisfy the conditions set forth in paragraph (c)
of Annex A; provided that any termination of this Agreement by the Target
   -------  --------
pursuant to this Section 8.01(c)(i) shall not be effective until the Target has
made payment of the full fee to the extent required by Section 8.02(a) hereof,
or (ii) prior to the purchase of Shares pursuant to the Offer, any person shall
have made a bona fide offer to acquire the Target (A) that the Board has
determined in its good faith judgment is more favorable to the Target's
shareholders than the Offer and the Merger and (B) as a result of which the
Board is obligated by its fiduciary duty under applicable law, as advised by
independent legal counsel, to terminate this Agreement, provided that any
termination of this Agreement by the Target pursuant to this Section 8.01(c)(ii)
shall not be effective until the Target has made payment of the full fee
required by Section 8.02(a) hereof; or

          (d)  By Acquiror or the Target if any court of competent jurisdiction
or other governmental body located or having jurisdiction within the United
States or any country or economic region in which either Acquiror or the Target,
directly or indirectly, has material assets or operations, shall have issued a
final order, decree or ruling or taken any other final action restraining,
enjoining or otherwise prohibiting the Offer or the Merger and such order,
decree, ruling or other action is or shall have become final and nonappealable.

          SECTION 8.02.  Fees and Expenses. (a)  The Target shall pay Acquiror a
                         -----------------
fee (an "Alternative Proposal Fee") of $15,000,000, which amount is inclusive of
         ------------------------
all of Acquiror Expenses (as hereinafter defined):  (i) within one business day
following notice of termination of this Agreement, if this Agreement is
terminated pursuant to Section 8.01(b)(ii)(A), (B) or (C) or Section 8.01
(c)(ii) or if this Agreement is terminated pursuant to Section 8.01(b)(ii)(D) or
(E) as a result of Target's willful breach of the representation, warranty,
covenant or agreement permitting such 



















                                       30












termination; (ii) within one business day following notice of termination of
this Agreement if this Agreement is terminated pursuant to Section 8.01(c)(i) in
the event that at the time of such termination Acquiror could have terminated
this Agreement under Section 8.01(b)(ii)(A), (B) or (C) or (iii) within one
business day following the execution of any agreement or any occurrence, as the
case may be, referred to in this clause (iii) if this Agreement is terminated
pursuant to Section 8.01 and (A) the Offer shall have remained open for at least
twenty (20) business days, (B) the Minimum Condition shall not have been
satisfied, (C) a Business Combination Transaction proposal shall have been made
prior to termination of the Offer, and (D) any Business Combination Transaction
is thereafter consummated (or an agreement with respect thereto is entered into)
within 12 months of such termination.  As used herein, the term "Business
                                                                 --------
Combination Transaction" shall mean any of the following involving the Target: 
- -----------------------
(1) any merger, consolidation, share exchange, business combination or other
similar transaction (other than the Transactions); (2) any sale, lease,
exchange, transfer or other disposition (other than a pledge or mortgage) of 20%
or more of the assets of the Target in a single transaction or series of related
transactions; (3) the acquisition by a person or entity or any "group" (as such
                                                                -----
term is defined under Section 13(d) of the Exchange Act and the rules and
regulations thereunder) of beneficial ownership of 20% or more of the shares of
Target Common Stock, whether by tender offer, exchange offer or otherwise; (4) 
the adoption by the Target of a plan of liquidation or the declaration or
payment of an extraordinary dividend; or (5) the repurchase by the Target or any
of its Subsidiaries of 20% or more of the outstanding Shares, other than a
repurchase which was not approved by the Target or publicly announced prior to
the termination of this Agreement and which is not part of a series of
transactions resulting in a change of control.

          (b)  Acquiror shall be entitled to receive the Acquiror Expenses (but
not the Alternative Proposal Fee) in immediately available funds (not later than
one business day after submission of statements therefor) in the event that this
Agreement is terminated by Acquiror pursuant to Section 8.01(b)(i).

          (c)  As used herein, "Acquiror Expenses" means all out-of-pocket
                                -----------------
expenses and fees up to $5,000,000 actually incurred by Acquiror or Acquiror Sub
or on their respective behalf in connection with the Transactions prior to the
termination of this Agreement (including, without limitation, all fees and
expenses of counsel, financial advisors, accountants, banks or other entities
providing financing to Acquiror (including financing, commitment and other fees
payable thereto), accountants, environmental and other experts and consultants
to Acquiror and its affiliates, and all printing and advertising expenses) and
in connection with the negotiation, preparation, execution, performance and
termination of this Agreement, the structuring of the Transactions, any
agreements relating thereto and any filings to be made in connection therewith.

          (d)  Except as set forth in this Section, all costs and expenses
incurred in connection with this Agreement and the Transactions shall be paid by
the party incurring such expenses, whether or not any Transaction is
consummated.  

          SECTION 8.03.  Amendment.  This Agreement may be amended by the
                         ---------
parties hereto by action taken by or on behalf of their respective Boards of
Directors at any time prior to the Effective Time; provided, however, that,
                                                   --------  -------
after the approval and adoption of this Agreement and the 



















                                       31












Transactions by the shareholders of the Target, no amendment may be made which
would violate Texas Law.  This Agreement may not be amended except by an
instrument in writing signed by the parties hereto.

          SECTION 8.04.  Waiver.  At any time prior to the Effective Time, any
                         ------
party hereto may (a) extend the time for the performance of any obligation or
other act of any other party hereto, (b) waive any inaccuracy in the
representations and warranties contained herein or in any document delivered
pursuant hereto and (c) waive compliance with any agreement or condition
contained herein.  Any such extension or waiver shall be valid only if set forth
in an instrument in writing signed by the party or parties to be bound thereby.

          SECTION 8.05  Effect of Termination.  In the event of the termination
                        ---------------------
of this Agreement pursuant to Section 8.01, this Agreement shall forthwith
become void and there shall be no liability on the part of any party hereto
except as set forth in Section 8.02 and Section 9.01; provided, however, that
                                                      --------  -------
nothing herein shall relieve any party from liability for any breach hereof.

                                   ARTICLE IX

                               GENERAL PROVISIONS
 
          SECTION 9.01.  Non-Survival of Representations, Warranties and
                         -----------------------------------------------
Agreements.  The representations, warranties and agreements in this Agreement
- ----------
shall terminate at the Effective Time or upon termination of this Agreement
pursuant to Section 8.01, as the case may be, except that (a) the
representations and warranties of the Target set forth in Article III shall
terminate on the Acquiror Sub's Election Date, and (b) the agreement set forth
in Articles II and IX and Sections 6.04(b), 6.06, 6.07, 6.12 and 8.02 and
Article IX shall survive termination indefinitely.

          SECTION 9.02.  Notices.  All notices, requests, claims, demands and
                         -------
other communications hereunder shall be in writing and shall be given (and shall
be deemed to have been duly given upon receipt) by delivery in person, by cable,
facsimile, telegram or telex or by registered or certified mail (postage
prepaid, return receipt requested) to the respective parties at the following
addresses (or at such other address for a party as shall be specified in a
notice given in accordance with this Section 9.02):

          if to Parent, Acquiror or Acquiror Sub:

          c/o K-III Communications Corporation
          745 Fifth Avenue
          New York, New York 10151
          Attention:   Beverly C. Chell, Esq.
          Facsimile:   (212) 745-0199



























                                       32













          with a copy to:

          Simpson Thacher & Bartlett
          426 Lexington Avenue
          New York, New York 10017
          Attention:   Gary I. Horowitz, Esq.
          Facsimile:   (212) 455-2502

          if to the Target:

          Westcott Communications, Inc.
          1303 Marsh Lane
          Carrollton, Texas  75006
          Attention:  President
          Facsimile:  (214) 716-5105

          with a copy to:

          Baker & McKenzie
          2001 Ross Avenue, Suite 4500
          Dallas, Texas 75201
          Attention:  Daniel W. Rabun and Alan G. Harvey
          Facsimile:  (214) 978-3099

          SECTION 9.03.  Certain Definitions.  For purposes of this Agreement,
                         -------------------
the term:

          (a)  "affiliate" of a specified person means a person who, directly or
                ---------
indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with, such specified person;

          (b)  "beneficial owner" with respect to any shares means a person who
                ----------------
shall be deemed to be the beneficial owner of such shares (i) which such person
or any of its affiliates or associates (as such term is defined in Rule 12b-2
promulgated under the Exchange Act) beneficially owns, directly or indirectly,
(ii) which such person or any of its affiliates or associates has, directly or
indirectly, (A) the right to acquire (whether such right is exercisable
immediately or subject only to the passage of time), pursuant to any agreement,
arrangement or understanding or upon the exercise of consideration rights,
exchange rights, warrants or options, or otherwise, or (B) the right to vote
pursuant to any agreement, arrangement or understanding, (iii) which are
beneficially owned, directly or indirectly, by any other persons with whom such
person or any of its affiliates or associates or any person with whom such
person or any of its affiliates or associates has any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting or disposing of any
such shares, or (iv) pursuant to Section 13(d) of the Exchange Act and any rules
or regulations promulgated thereunder;

























                                       33













          (c)  "business day" means any day on which the principal offices of
                ------------
the SEC in Washington, D.C. are open to accept filings, or, in the case of
determining a date when any payment is due, any day on which banks are not
required or authorized to close in New York, New York;

          (d)  "control" (including the terms "controlled by" and "under common
                -------                        -------------       ------------
control with") means the possession, directly or indirectly or as trustee or
- ------------
executor, of the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting securities, as
trustee or executor, by contract or credit arrangement or otherwise; 

          (e)  "person" means an individual, corporation, partnership, limited
                ------
partnership, syndicate, person (including, without limitation, a "person" as
defined in Section 13(d)(3) of the Exchange Act), trust, association or entity
or government, political subdivision, agency or instrumentality of a government;
and

          (f)  "subsidiary" or "subsidiaries" of any person means any
                ----------      ------------
corporation, partnership, joint venture or other legal entity of which such
person (either alone or through or together with any other subsidiary), owns or
has rights to acquire, directly or indirectly, more than 50% of the stock or
other equity interests the holders of which are generally entitled to vote for
the election of the board of directors or other governing body of such
corporation or other legal entity.

          SECTION 9.04.  Severability.  If any term or other provision of this
                         ------------
Agreement is invalid, illegal or incapable of being enforced by any rule of Law,
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the Transactions is not affected in any manner materially adverse
to any party.  Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in a mutually acceptable manner in
order that the Transactions be consummated as originally contemplated to the
fullest extent possible.

          SECTION 9.05.  Assignment; Binding Effect; Benefit.  Neither this
                         -----------------------------------
Agreement nor any of the rights, interests or obligations hereunder shall be
assigned by any of the parties hereto (whether by operation of law or otherwise)
without the prior written consent of the other parties, except that Acquiror and
Acquiror Sub may assign all or any of their respective rights and obligations
hereunder to any direct or indirect wholly owned subsidiary or subsidiaries of
Acquiror, provided that no such assignment shall relieve the assigning party of
          --------
its obligations hereunder if such assignee does not perform such obligations. 
Subject to the preceding sentence, this Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns.  Notwithstanding anything contained in this Agreement to the
contrary, except for the provisions of Section 6.06, nothing in this Agreement,
expressed or implied, is intended to confer on any person other than the parties
hereto or their respective successors and assigns any rights, remedies,
obligations or liabilities under or by reason of this Agreement.  




















                                       34













          SECTION 9.06.  Incorporation of Schedules.  The Target Disclosure
                         --------------------------
Schedule and the Acquiror Disclosure Schedule referred to herein and signed for
identification by the parties hereto are hereby incorporated herein and made a
part hereof for all purposes as if fully set forth herein.

          SECTION 9.07.  Specific Performance.  The parties hereto agree that
                         --------------------
irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or equity.

          SECTION 9.08.  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY,
                         -------------
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD
TO THE RULES OF CONFLICTS OF LAW THEREOF.  ALL ACTIONS AND PROCEEDINGS ARISING
OUT OF OR RELATING TO THIS AGREEMENT SHALL BE HEARD AND DETERMINED IN ANY COURT
SITTING IN THE CITY OF DALLAS, TEXAS.

          SECTION 9.09.  Headings.  The descriptive headings contained in this
                         --------
Agreement are included for convenience of reference only and shall not affect in
any way the meaning or interpretation of this Agreement.

          SECTION 9.10.  Counterparts.  This Agreement may be executed and
                         ------------
delivered (including by facsimile transmission) in one or more counterparts, and
by the different parties hereto in separate counterparts, each of which when
executed and delivered shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.

          SECTION 9.11.  Waiver of Jury Trial.  Each of Acquiror, the Target and
                         --------------------
Acquiror Sub hereby irrevocably waives all right to trial by jury in any action,
proceeding or counterclaim (whether based on contract, tort or otherwise)
arising out of or relating to this Agreement or the actions of Acquiror, the
Target or Acquiror Sub in the negotiation, administration, performance and
enforcement thereof.

          SECTION 9.12.  Entire Agreement.  This Agreement, the Target
                         ----------------
Disclosure Schedule, the Acquiror Disclosure Schedule, the confidentiality
agreement, dated January 31, 1996 (the "Confidentiality Agreement"), between the
                                        -------------------------
Target and Acquiror, and any documents delivered by the parties in connection
herewith constitute the entire agreement among the parties with respect to the
subject matter hereof and supersede all prior agreements and understandings
among the parties with respect thereto.  No addition to or modification of any
provision of this Agreement shall be binding upon any party hereto unless made
in writing and signed by all parties hereto.

          SECTION 9.13.  Parent Guarantee.  Parent agrees to take all action
                         ----------------
necessary to cause Acquiror and Acquiror Sub to perform all of their respective
agreements, covenants and obligations under this Agreement.  Parent shall be
liable for any breach of any representation, warranty, agreement, covenant or
obligation of Acquiror or Acquiror Sub under this Agreement to the extent
Acquiror or Acquiror Sub would be liable under this Agreement.






















                                       35












          IN WITNESS WHEREOF, Acquiror, Acquiror Sub and the Target have caused
this Agreement to be executed as of the date first written above by their
respective officers thereunto duly authorized.


                              K-III COMMUNICATIONS CORPORATION


                              By   /s/ Beverly C. Chell
                                -----------------------------------------------
                                Name:  Beverly C. Chell
                                Title: Vice Chairman


                              K-III PRIME CORPORATION


                              By   /s/ Beverly C. Chell
                                -----------------------------------------------
                                Name:  Beverly C. Chell
                                Title: Vice Chairman


                              K-III ACQUISITION CORP.


                              By   /s/ Beverly C. Chell
                                -----------------------------------------------
                                Name:  Beverly C. Chell
                                Title: Vice Chairman


                              WESTCOTT COMMUNICATIONS, INC.

                              By   /s/ Carl Westcott
                                -----------------------------------------------
                                Name:  Carl H. Westcott
                                Title: Chief Executive Officer
























































                                     ANNEX A

                            Conditions to the Offer 
  
          Capitalized terms used herein shall have the meanings ascribed thereto
in the Agreement to which this Annex A is appended.

          Notwithstanding any other provision of the Offer, Acquiror Sub shall
not be required to accept for payment or pay for any Shares tendered pursuant to
the Offer, and may terminate or amend the Offer (whether or not any Shares have
theretofore been purchased or paid for) and may postpone the acceptance for
payment of and payment for Shares tendered, if, immediately prior to the
expiration of the Offer, (i) the Minimum Condition shall not have been
satisfied, (ii) any applicable waiting period under the HSR Act shall not have
expired or been terminated, or any material approval, permit, authorization,
consent or waiting period of any domestic, foreign or supranational
governmental, administrative or regulatory agency (federal, state, local,
provincial or otherwise) located or having jurisdiction within the United States
or any country or economic region in which either the Target or Acquiror,
directly or indirectly, has material assets or operations (it being understood
that such material approvals shall include the FCC Approvals), shall not have
been obtained or satisfied on terms satisfactory to Acquiror in its reasonable
discretion or (iii) at any time on or after the date of this Agreement, and
prior to the acceptance for payment of Shares, any of the following conditions
shall exist:
 
          (a)  there shall have been any action or proceeding brought by any
Governmental Authority before any federal or state court, or any order or
preliminary or permanent injunction entered in any action or proceeding before
any federal or state court or governmental, administrative or regulatory
authority or agency, located or having jurisdiction within the United States or
any country or economic region in which either the Target or Acquiror, directly
or indirectly, has material assets or operations, or any other action taken,
proposed or threatened, or statute, rule, regulation, legislation,
interpretation, judgment or order proposed, sought, enacted, entered, enforced,
promulgated, amended, issued or deemed applicable to Acquiror, the Target or any
subsidiary or affiliate of Acquiror or the Target or the Offer or the Merger, by
an legislative body, court, government or governmental, administrative or
regulatory authority or agency located or having jurisdiction within the United
States or any country or economic region in which either the Target or Acquiror,
directly or indirectly, has material assets or operations, which could
reasonably be expected to have the effect of : (i) making illegal, or otherwise
directly or indirectly restraining or prohibiting or making materially more
costly, the making of the Offer, the acceptance for payment of, payment for, or
ownership, directly or indirectly, of some of or all the Shares by Acquiror or
Acquiror Sub, the consummation of any of the transactions contemplated by the
Agreement or materially delaying the Merger; (ii) prohibiting or materially
limiting the ownership or operation by the Target or any of its Subsidiaries, or
by Acquiror, Acquiror Sub or any of Acquiror's subsidiaries of all or any
material portion of the business or assets of the Target or any of its material
subsidiaries or Acquiror or any of its subsidiaries, or compelling Acquiror Sub,
Acquiror or any of Acquiror's subsidiaries to dispose of or hold separate all or
any material portion of the business or assets of the Target or any of its
material subsidiaries or Acquiror or any of its subsidiaries, as a result of the



















                                       A-1












transactions contemplated by the Offer or the Agreement; (iii) imposing or
confirming limitations on the ability of Acquiror Sub, Acquiror or any of
Acquiror's subsidiaries effectively to acquire or hold or to exercise full
rights of ownership of Shares, including, without limitation, the right to vote
any Shares acquired or owned by Acquiror or Acquiror Sub or any of Acquiror's
subsidiaries on all matters properly presented to the shareholders of the
Target, including, without limitation, the adoption and approval of the
Agreement and the Merger or the right to vote any shares of capital stock of any
Subsidiary (other than immaterial Subsidiaries) directly or indirectly owned by
the Target; (iv) requiring divestiture by Acquiror or Acquiror Sub, directly or
indirectly, of any Shares; or (v) which would reasonably be expected to
materially adversely affect the business, financial condition or results of
operations of the Target and its Subsidiaries taken as a whole or the value of
the Shares or of the Offer to Acquiror Sub or Acquiror;
 
          (b)  (i) it shall have been publicly disclosed or Acquiror Sub shall
have otherwise learned that beneficial ownership (determined for the purposes of
this paragraph as set forth in Rule 13d-3 promulgated under the Exchange Act) of
20% or more of the then outstanding Shares has been acquired by any person or
entity or any "group" (as such term is defined under Section 13(d) of the
Exchange Act), other than Acquiror or any of its affiliates or (ii) (A) the
Board shall have withdrawn or modified in a manner adverse to Parent, Acquiror
or Acquiror Sub the approval or recommendation of the Offer, the Merger or this
Agreement or approved or recommended any takeover proposal or any other
acquisition of Shares other than the Offer and the Merger, (B) any such person
or other entity or group shall have entered into a definitive agreement or an
agreement in principle with the Target with respect to a tender offer or
exchange offer for any Shares or a merger, consolidation or other business
combination with or involving the Target or any of its Subsidiaries or (C) the
Board shall have resolved to do any of the foregoing;
 
          (c)  the Target shall have failed to perform in any material respect
any material obligation of the Target to be performed or complied with by it
prior to the Tender Offer Acceptance Date or any representation or warranty of
the Target in this Agreement shall not be true and correct and the failure to be
true and correct shall have a Material Adverse Effect on the Target; provided,
                                                                     --------
however, in determining whether a Material Adverse Effect has occurred, any
- -------
qualifications as to materiality contained in any such representation and
warranty shall be deemed not to apply.

          (d)  this Agreement shall have been terminated in accordance with its
terms; 
 
          (e)  Acquiror Sub and the Target shall have agreed that Acquiror Sub
shall terminate or amend the Offer; or 
 
          (f)  there shall have occurred, or Acquiror Sub shall have become
aware of any fact that would be reasonably expected to have a Material Adverse
Effect on the Target;

          (g)  shall have occurred (i) any general suspension of, or limitation
on prices for, or trading in securities on any national securities exchange;
(ii) a declaration of a banking moratorium or any suspension of payments in
respect of banks in the United States; (iii) any limitation (whether or not
mandatory) by any United States federal or state government or 


















                                       A-2












governmental, administrative or regulatory authority or agency, on, or any other
event that could reasonably be expected to materially adverse effect, the
extension of credit by banks or other lending institutions; (iv) a commencement
of a war or armed hostilities or other national or international calamity
directly or indirectly involving the United States that could reasonably be
expected to have a Material Adverse Effect on the Target or materially adverse
effect (or materially delay) the consummation of the Offer; (v) any
extraordinary or material adverse change in the United States securities or
financial markets generally from the date hereof, including, without limitation,
a decline as of any day and as of ten trading days after such day, of at least
35% in either the Dow Jones Average of Industrial Stocks or the Standard &
Poor's 400 index from the date hereof; or (vi) in the case of any of the
foregoing existing at the time of commencement of the Offer, a material
acceleration or worsening thereof;

          (h)  the Board of Directors of the Target shall not have been
increased from six to eight members; three of the existing Target directors
shall not have resigned effective as of the Tender Offer Acceptance Date; and
three designees of Acquiror (to the extent designated by Acquiror) shall not
have been validly designated by the existing directors as of the Tender Offer
Acceptance Date to fill such vacancies;

          (i)  the Target shall have, after the date of the Agreement, issued,
sold or granted or authorized the issuance, sale or grant of any shares of the
capital stock of the Target or any Subsidiary of any class, or any options,
warrants, convertible securities or other rights of any kind to acquire any
shares of such capital stock, or any other ownership interest (including,
without limitation, any phantom interest), of the Target (except for shares of
the Target Common Stock issuable upon the exercise of Options described in
clauses (a) and (b) of Section 2.07 of the Agreement which were outstanding on
the date of the Agreement or pursuant to the Target's Employee Stock Purchase
Plan);

     which, in the reasonably judgment of Acquiror Sub with respect to each and
every matter referred to above and regardless of the circumstances (including
any action or inaction by Acquiror Sub or any of its affiliates not inconsistent
with the terms hereof) giving rise to any such condition, makes it inadvisable
to proceed with the Offer or with such acceptance for payment of or payment for
Shares or to proceed with the Merger.

          The foregoing conditions are for the sole benefit of Acquiror Sub and
Acquiror and may be asserted by Acquiror Sub or Acquiror regardless of the
circumstances giving rise to any such condition (including any action or
inaction by Acquiror or Acquiror Sub not inconsistent with the terms hereof) or
may be waived by Acquiror Sub or Acquiror in whole or in part at any time and
from time to time in their sole discretion.  The failure by Parent, Acquiror or
Acquiror Sub at any time to exercise any of the foregoing rights shall not be
deemed a waiver of any such right; the waiver of any such right with respect to
particular facts and other circumstances shall not be deemed a waiver with
respect to any other facts and circumstances; and each such right shall be
deemed an ongoing right that may be asserted at any time and from time to time.

























                                       A-3









                                     ANNEX B

                            ARTICLES OF INCORPORATION
                                       OF
                          WESTCOTT COMMUNICATIONS, INC.

                                   ARTICLE ONE

          The name of the Corporation is Westcott Communications, Inc.

                                   ARTICLE TWO

          The period of duration of the Corporation is perpetual. 

                                  ARTICLE THREE

          The purpose for which the Corporation is organized is to engage in the
transaction of any and all lawful business for which corporations may be
incorporated under the Texas Business Corporation Act.

                                  ARTICLE FOUR

          The aggregate number of shares of capital stock which the Corporation
shall have authority to issue is 1,000, par value $.01 per share, designated
Common Stock.  Each share of such Common Stock shall have identical rights and
privileges in every respect.

                                  ARTICLE FIVE

          No holder of any shares of capital stock of the Corporation, whether
now or hereafter authorized, shall, as such holder, have any preemptive or
preferential right to receive, purchase, or subscribe to (a) any unissued or
treasury shares of any class of stock (whether now or hereafter authorized) of
the Corporation, (b) any obligations, evidences of indebtedness, or other
securities of the Corporation convertible into or exchangeable for, or carrying
or accompanied by any rights to receive, purchase, or subscribe to, any such
unissued or treasury shares, (c) any right of subscription to, any right to
receive, or any warrant or option for the purchase of, any of the foregoing
securities, or (d) any other securities that may be issued or sold by the
Corporation.

                                   ARTICLE SIX

          The Corporation will not commence business until it has received for
the issuance of its shares consideration of the value of $1,000.00, consisting
of money, labor done, or property actually received.









































                                  ARTICLE SEVEN

          Cumulative voting for the election of directors is expressly denied
and prohibited.


                                  ARTICLE EIGHT

          Any action of the Corporation which, under the provisions of the Texas
Business Corporation Act or any other applicable law, is required to be
authorized or approved by the holders of any specified fraction which is in
excess of one-half or any specified percentage which is in excess of fifty
percent of the outstanding shares (or of any class or series thereof) of the
Corporation shall, notwithstanding any law, be deemed effectively and properly
authorized or approved if authorized or approved by the vote of the holders of
more than fifty percent of the outstanding shares entitled to vote thereon (or,
if the holders of any class or series of the Corporation's shares shall be
entitled by the Texas Business Corporation Act or any other applicable law to
vote thereon separately as a class, by the vote of the holders of more than
fifty percent of the outstanding shares of each such class or series).  Without
limiting the generality of the foregoing, the foregoing provisions of this
Article Eight shall be applicable to any required shareholder authorization or
approval of:  (a) any amendment to these articles of incorporation; (b) any plan
of merger, share exchange, or reorganization involving the Corporation; (c) any
sale, lease, exchange, or  other disposition of all, or substantially  all, the
property and assets of the Corporation; and (d) any voluntary dissolution of the
Corporation.

          Directors of the Corporation shall be elected by a plurality of the
votes cast by the holders of shares entitled to vote in the election of
directors of the Corporation at a meeting of shareholders at which a quorum is
present.

          Except as otherwise provided in this Article Eight or as otherwise
required by the Texas Business Corporation Act or other applicable law, with
respect to any matter, the affirmative vote of the holders of a majority of the
Corporation's shares entitled to vote on that matter and represented in person
or by proxy at a meeting of shareholders at which a quorum is present shall be
the act of the shareholders.

          Nothing contained in this Article Eight is intended to require
shareholder authorization or approval of any action of the Corporation 
whatsoever unless such  approval is specifically required by the other
provisions of these articles of incorporation, the bylaws of the Corporation, or
by the Texas Business Corporation Act or other applicable law.

























                                        2















                                  ARTICLE NINE

          The street address of the registered office of the Corporation is 1212
Guadalupe, Suite 102, Austin, Texas 78701, and the name of its registered
agent at such address is Capitol Services, Inc.

                                   ARTICLE TEN

          To the fullest extent permitted by applicable law, a director of the
Corporation shall not be liable to the Corporation or its shareholders for
monetary damages for an act or omission in the director's capacity as a
director, except that this Article Ten does not eliminate or limit the liability
of a director of the Corporation to the extent the director is found liable for:

        (i)    a breach of the director's duty of loyalty to the Corporation or
               its shareholders;

        (ii)   an act or omission not in good faith that constitutes a breach of
               duty of the director to the Corporation or an act or omission
               that involves intentional misconduct or a knowing violation of
               the law;

        (iii)  a transaction from which the director received an improper
               benefit, whether or not the benefit resulted from an action
               taken within the scope of the director's office; or

        (iv)   an act or omission for which the liability of a director is
               expressly provided by an applicable statute.

          Any repeal or amendment of this Article Ten by the shareholders of the
Corporation shall be prospective only and shall not adversely affect any
limitation on the personal liability of a director of the Corporation arising
from an act or omission occurring prior to the time of such repeal or amendment.
In addition to the circumstances in which a director of the Corporation is not
personally liable as set forth in the foregoing provisions of this Article Ten,
a director shall not be liable to the Corporation or its shareholders to such
further extent as permitted by any law hereafter enacted, including without
limitation any subsequent amendment to the Texas Miscellaneous Corporation Laws
Act or the Texas Business Corporation Act.

                                 ARTICLE ELEVEN

     Any action which may be taken, or which is required by law or the Articles
of Incorporation or bylaws of the Corporation to be taken, at any annual or
special meeting of shareholders may be taken without a meeting, without prior
notice, and without a vote, if a consent or consents in writing, setting forth
the action so taken, shall have been signed by the holder or holders of shares
having not 






















                                        3














less than the minimum number of votes that would be necessary to take such
action at a meeting at which the holders of all shares entitled to vote on the
action were present and voted.

                                 ARTICLE TWELVE

     The Corporation shall indemnify any person who was, is, or is threatened to
be made a named defendant or respondent in a proceeding (as hereinafter
defined) because the person (i) is or was a director or officer of the
Corporation or (ii) while a director or officer of the Corporation, is or was
serving at the request of the Corporation as a director, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar functionary of
another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, to the
fullest extent that a corporation may grant indemnification to a director under
the Texas Business Corporation Act, as the same exists or may hereafter be
amended.






















































                                        4

EX-2

                                                                       Exhibit 2





                        SEVERANCE COMPENSATION AGREEMENT


     THIS SEVERANCE COMPENSATION AGREEMENT dated as of ______ ___1996, between
Westcott Communications, Inc., a Texas corporation (the "Company") and the
undersigned employee (the "Employee").

     WHEREAS, the Board of Directors of the Company has determined that it is
appropriate to reinforce and encourage the continued attention and dedication of
members of the Company's management, including the Employee, to their assigned
duties without distraction in potentially disturbing circumstances arising from
the possibility of a change in control of the Company.

     NOW, THEREFORE, this Agreement sets forth the severance compensation which
the Company agrees it will pay to the Employee if the Employee's employment with
the Company terminates under certain circumstances described herein following a
Change in Control of the Company (as defined herein).

1.   TERM.
     -----

     This Agreement shall terminate, except to the extent that any obligation of
the Company hereunder remains unpaid as of such time, upon the earliest to occur
of (i) the termination of Employee's employment for any reason prior to a Change
in Control; (ii) one year after the date of a Change in Control of the Company;
and (iii) December 31, 1999.

2.   CHANGE IN CONTROL.
     ------------------

     For purposes of this Agreement, a "Change of Control" shall mean:

       (i) the acquisition by any individual, entity or group (within the
     meaning Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934
     (the "Exchange Act") (a "Person"), of beneficial ownership (within the
     meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of
     either (a) the then outstanding shares of common stock of the Company (the
     "Outstanding Company Common Stock") or (b) the combined voting power of the
     then outstanding voting securities of the Company entitled to vote
     generally in the election of directors (the "Outstanding Company Voting
     Securities"); provided, however, that the following acquisitions shall not
     constitute a Change in Control: (a) any acquisition directly from the
     Company (excluding an acquisition by virtue of the exercise of a conversion
     provision), (b) any acquisition by the Company (excluding any acquisition
     by any successor of the Company), (c) any acquisition by an employee
     benefit plan (or related trust) sponsored by or maintained by the Company
     or any corporation controlled by the Company, or (d) any acquisition by any
     corporation pursuant to a reorganization, merger or 































     consolidation, if, following such reorganization, merger or consolidation,
     the condition described in clauses (a),(b), and (c) of subsection (iii) of
     this Section 2 are satisfied; 

       (ii)  individuals who, as of the date hereof, constitute the Board of
     Directors of the Company (the "Incumbent Board") cease for any reason to
     constitute at least a majority of the Board of Directors; provided,
     however, that any individual becoming a director subsequent to the date
     hereof whose election, or nomination for election by the Company's
     stockholders, was approved by a vote of at least two-thirds (2/3) of the
     directors then constituting the Incumbent Board shall be considered as
     though such individual were a member of the Incumbent Board, but excluding,
     for this purpose, any such individual whose initial assumption of office
     occurs as a result of either an actual or threatened election contest
     subject to Rule 14a-11 of Regulation 14A promulgated under the Exchange Act
     or other actual or threatened solicitation of proxies or consents by or on
     behalf of a Person other than the Board of Directors;

       (iii)  approval by the stockholders of the Company of a reorganization,
     merger or consolidation, in each case, unless, following such event, (a)
     more than sixty percent (60%) of, respectively, the then outstanding shares
     of common stock of the corporation resulting from such event and the
     combined voting power of the then outstanding voting securities of such
     corporation entitled to vote generally in the election of directors is then
     beneficially owned, directly or indirectly, by all or substantially all of
     the individuals and entities who were the beneficial owners, respectively,
     of the Outstanding Company Common Stock and Outstanding Company Voting
     Securities immediately prior to such reorganization, merger, or
     consolidation in substantially the same proportions as their ownership of
     the Outstanding Company Common Stock and Outstanding Company Voting
     Securities, as the case may be, immediately prior to such event (for
     purposes of determining whether such percentage test is satisfied, any
     shares or voting securities received by any Company stockholder in respect
     of any consideration other than shares or voting securities of the Company
     shall be excluded from the number of shares and voting securities of the
     resulting corporation owned by such stockholders, but not from the total
     number of outstanding shares and voting securities of the resulting
     corporation,), (b) no Person (excluding the Company, any employee benefit
     plan (or related trust) of the Company, any qualified employee benefit plan
     of such corporation resulting from such reorganization, merger or
     consolidation and any Person beneficially owning, immediately prior to such
     reorganization, merger or consolidation, directly or indirectly, twenty
     percent (20%) or more of the Outstanding Company Common Stock or
     Outstanding Company Voting Securities, as the case may be) beneficially
     owns, directly or indirectly, twenty percent (20%) or more of,
     respectively, the then outstanding shares of common stock of the
     corporation resulting from such reorganization, merger or consolidation or
     the combined voting power of the then outstanding voting securities of such
     corporation entitled to vote generally in the election of directors, and
     (c) at least a majority of the members of the board of directors of the
     corporation resulting from such reorganization, merger or consolidation
     were members of the Incumbent Board at the time of the execution of the
     initial agreement providing for such reorganization, merger or
     consolidation; or

















                                        2















       (iv)  (a)  approval by the stockholders of the Company of a complete
     liquidation or dissolution of the Company or (b) the first to occur of (1)
     the sale or other disposition (in one transaction or a series of related
     transactions) of all or substantially all of the assets of the Company, or
     (2) the approval by the stockholders of the Company of any such sale or
     disposition, other than, in each case, any such sale or disposition to a
     corporation, with respect to which immediately thereafter, (A) more than
     sixty percent (60%) of, respectively, the then outstanding shares of common
     stock of such corporation and the combined voting power of the then
     outstanding voting securities of such corporation entitled to vote
     generally in the election of directors is then beneficially owned, directly
     or indirectly, by all or substantially all of the individuals and entities
     who were the beneficial owners, respectively, of the Outstanding Company
     Common Stock and Outstanding Company Voting Securities immediately prior to
     such sale or other disposition in substantially the same proportion as
     their ownership of the Outstanding Company Common Stock and Outstanding
     Company Voting Securities, as the case may be, immediately prior to such
     sale or other disposition (for purposes of determining whether such
     percentage test is satisfied, any shares or voting securities received by
     any Company stockholder in respect of any consideration other than shares
     or voting securities of the Company shall be excluded from the number of
     shares and voting securities of the transferee corporation owned by the
     Company's stockholders, but not from the total number of outstanding shares
     and voting securities of the transferee corporation,), (B) No Person
     (excluding the Company and any employee benefit plan (or related trust) of
     the Company, any qualified employee benefit plan of such transferee
     corporation and any Person beneficially owning, immediately prior to such
     sale or other disposition, directly or indirectly, twenty percent (20%) or
     more of the Outstanding Company Common Stock or Outstanding Company Voting
     Securities, as the case may be) beneficially owns, directly or indirectly,
     twenty percent (20%) or more of, respectively, the then outstanding shares
     of common stock of such transferee corporation and the combined voting
     power of the then outstanding voting securities of such transferee
     corporation entitled to vote generally in the election of directors and (C)
     at least a majority of the members of the board of directors of such
     transferee corporation were members of the Incumbent Board at the time of
     the execution of the initial agreement or action of the board providing for
     such sale or other disposition of assets of the Company.

3.   TERMINATION FOLLOWING A CHANGE IN CONTROL.
     ------------------------------------------

     (a) At any time following a Change in Control of the Company, the Employee
shall be entitled to the compensation provided in Section 5 upon the occurrence
of either of the following:

       (i) the termination by the Company of the Employee's employment with the
     Company unless such termination is as a result of (w) the Employee's
     Retirement (as defined in Section 3(c) below); (x) the Employee's death;
     (y) the Employee's Disability (as defined in Section 3(b) below); or (z)
     the Employee's termination by the Company for Cause (as defined in Section
     3(d) below); or



















                                        3















       (ii)  the termination by the Employee of the Employee's employment with
     the Company for Good Reason (as defined in Section 3(e) below).

     (b) The term "Disability" as used in this Agreement shall mean the
Employee's absence from his duties with the Company for a period of three
months, as a result of the Employee's incapacity due to physical or mental
illness.

     (c)  The term "Retirement" as used in this Agreement shall mean termination
by the Company or the Employee of the Employee's employment based on the
Employee's having reached age 65 or such other age as shall have been fixed in
any arrangement established pursuant to this Agreement with the Employee's
consent with respect to the Employee.

     (d)  For purposes of this Agreement, the Company's termination of the
Employee's employment with the Company shall be considered for "Cause" if it
results from and of the following:

       (i) the continuing and material failure by the Employee to fulfill his
     employment obligations or willful misconduct or gross neglect in the
     performance of such duties,

       (ii) the Employee's committing fraud, embezzlement or misappropriation
     in the performance of his duties as an employee of the Company, or

       (iii) the Employee's committing any felony for which he is convicted and
     which, as determined in good faith by the Board of Directors of the
     Company, constitutes a crime involving moral turpitude.

     (e)  For purposes of this Agreement, "Good Reason" shall mean any of the
following (without the Employee's express written consent):

       (i) the assignment to the Employee by the Company of duties
     substantially inconsistent with the Employee's position, duties,
     responsibilities or status with the Company immediately prior to a Change
     in Control of the Company, or a change in the Employee's titles or offices
     as in effect immediately prior to a Change in Control of the Company, or
     any removal of the Employee from or any failure to re-elect the Employee to
     any of such positions, (in each case except with respect to any
     directorship held by Employee in the Company or any of the Company's
     subsidiaries) except in connection with the termination of his employment
     for Disability, Retirement or Cause or as a result of the Employee's death;

       (ii) a reduction by the Company in the Employee's base salary as in
     effect on the date hereof or as the same may be increased from time to time
     during the term of this Agreement; provided that any increase made in
     salary in violation of the terms of any agreement entered into by the
     Company in connection with the Person effecting the Change in Control shall
     be disregarded;





















                                        4















       (iii) any failure by the Company to provide benefits to Employee that
     are no less favorable in the aggregate than those benefit plans or
     arrangements (excluding benefits arising under the Company's 1989 Employee
     Stock Option Plan and the Company's Employee Stock Purchase Plan) in which
     the Employee is participating at the time of a Change in Control of the
     Company (hereinafter referred to as "Benefit Plans"); provided that any
     increase in any benefit plans or arrangements made in violation of the
     terms of any agreement entered into by the Company in connection with the
     Person effecting the Change in Control shall be disregarded;

       (iv) any failure by the Company to provide bonus or commission plans or
     arrangements to Employee that would provide payments to Employee at least
     equal to ninety percent (90%) of the payments that the bonus or commission
     plans or arrangements in which the Employee is participating at the time of
     a Change in Control of the Company (hereinafter referred to as "Incentive
     Plans"); provided that any increase in any bonus or commission plan in
     violation of the terms of any agreement entered into by the Company in
     connection with the Person effecting the Change in Control shall be
     disregarded;

       (v) a relocation of the Company's office in which the Employee is
     employed to a location more than fifty (50) miles from the location of such
     office prior to a Change in Control of the Company, or the Employee's
     relocation by the Company to any place more than fifty (50) miles from the
     location at which the Employee performed the Employee's duties prior to a
     Change in Control of the Company, except for required travel by the
     Employee on the Company's business to an extent substantially consistent
     with the Employee's business travel obligations at the time of a Change in
     Control of the Company, taking into consideration additional travel as may
     be required to and from the offices of the Person effecting the Change in
     Control;

       (vi) any failure by the Company to provide the Employee with at least
     fifty percent (50%) of the number of annual paid vacation days to which the
     Employee is entitled at the time a Change in Control of the Company occurs;
     or

       (vii)  any failure by the Company to obtain the assumption of this
     Agreement by any successor or assignee of the Company.

     For purposes of this subsection (e), an action not taken in bad faith by
the Company in violation of paragraph (ii), (iii), (iv), (vi) or (vii) of this
subsection that is remedied by the Company promptly after receipt of notice
thereof given by the Employee shall not be considered Good Reason for the
Employee's termination of employment with the Company.  In the event the
Employee terminates his employment for Good Reason hereunder, then
notwithstanding that the Employee may also retire for purposes of the Benefit
Plans or Incentive Plans, the Employee shall be deemed to have terminated his
employment for Good Reason for purposes of this Agreement.  

     (f)  Notice of Termination.  Any termination of the Employee by the Company
          ----------------------
pursuant to Section 3(b), 3(c) or 3(d) must be communicated by a Notice of
Termination.  For purposes of this Agreement, a "Notice of Termination" shall
mean a written notice which shall indicate those specific 
















                                        5














termination provisions in this Agreement relied upon and which sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Employee's employment under the provision so indicated. For
purposes of this Agreement, no such purported termination by the Company shall
be effective without such Notice of Termination.

     (g)  Date of Termination.  "Date of Termination" shall mean (i) if this
          --------------------
Agreement is terminated by the Company for Disability, 10 days after Notice of
Termination is given to the Employee (provided that the Employee shall not have
returned to the performance of the Employee's duties on a full-time basis during
such 10-day period) or (ii) if the Employee's employment is terminated by the
Company for any other reason, the date on which a Notice of Termination is
given.

4.   SEVERANCE COMPENSATION
     UPON TERMINATION OF EMPLOYMENT.
     -------------------------------

     Subject to the provisions of the next succeeding sentence, if the Company
shall terminate the Employee's employment other than as a result of (i) the
Employee's Retirement; (ii) the Employee's death; (iii) the Employee's
Disability; or (iv) the Employee's termination by the Company for Cause, or if
the Employee shall terminate his employment for Good Reason, then the Company
shall pay to the Employee as severance pay in a lump sum, in cash, on the third
business day following the Date of Termination, an amount equal to six times the
Employee's monthly base salary determined at the higher of the rate in effect
(i) immediately prior to the Date of Termination or (ii) on the date sixty days
prior to the Date of Termination.  As a condition to receiving the severance
referred to in the immediately preceding sentence, Employee shall execute an
agreement, in the form customarily being used by the Company at such time, which
agreement releases the Company, its subsidiaries and affiliates from any claims
arising out of, or in connection with, Employee's employment and termination. 

5.   EXCISE TAXES.
     -------------

     If the payments made pursuant to paragraph 4 of this Agreement, when
aggregated with any other payments made to Employee, would result in the
imposition of an excise tax under Section 4999 of the Code, the Company shall
pay to the Employee, in addition to amounts otherwise payable under this
Agreement, an amount sufficient, after federal and state income taxes, to pay
the excise tax so payable and all directly related interest and penalties such
that the net amount to the Employee would be the same as if no excise tax had
been imposed.  Upon such time as Employee determines that the Company shall owe
Employee money for the payment of excise taxes pursuant to this Section 5,
Employee shall delivery to the Company a completed form of Employee's federal or
state tax return, as applicable, in the form in which it will be filed.  The
Company shall within five days of receiving such tax return, pay to Employee the
amount of any excise tax to be paid by Employee as shown on such Employee's tax
return.























                                        6















6.   NO OBLIGATION TO MITIGATE DAMAGES;
     NO EFFECT ON OTHER CONTRACTUAL RIGHTS.
     --------------------------------------

     (a) The Employee shall not be required to mitigate damages or the amount of
any payment provided for under this Agreement by seeking other employment or
otherwise, nor shall the amount of any payment provided for under this Agreement
be reduced by any compensation earned by the Employee as the result of
employment by another employer after the Date of Termination, or otherwise.

     The provisions of this Agreement, and any payment provided for hereunder,
shall not reduce any amounts otherwise payable, or in any way diminish the
Employee's existing rights, or rights which would accrue solely as a result of
the passage of time, under any Benefit Plan, Incentive Plan or Securities Plan,
employment agreement or other contract, plan or agreement with or of the
Company.

7.   SUCCESSORS.
     -----------

     (a) The Company will require any successor or assign (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, by agreement in
form and substance satisfactory to the Employee, expressly, absolutely and
unconditionally to assume and agree to perform this Agreement in the same manner
and to the same extent that the Company would be required to perform it if no
such succession or assignment had taken place.  Any failure of the Company to
obtain such agreement prior to the effectiveness of any such succession or
assignment shall be a material breach of this Agreement and shall entitle the
Employee to terminate the Employee's employment for Good Reason and receive the
compensation provided for in Section 4 hereof.  As used in this Agreement,
"Company" shall mean the Company as hereinbefore defined and any successor or
assign to its business and/or assets as aforesaid which executes and delivers
the agreement provided for in this Section 7 or which otherwise becomes bound by
all the terms and provisions of this Agreement by operation of law.

     This Agreement shall inure to the benefit of and be enforceable by the
Employee's personal and legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.  If the Employee should
die while any amounts are still payable to him hereunder, all such amounts,
unless otherwise provided herein, shall be paid in accordance with the terms of
this Agreement to the Employee's devisee, legatee or other designee or, if there
be no such designee, to the Employee's estate.





























                                        7














8.   NOTICE.
     -------

     For purposes of this Agreement, notices and all other communications
provided for in this Agreement shall be in writing and shall be deemed to have
been duly given when delivered or mailed by United States registered mail,
return receipt requested, postage prepaid, to the address set forth opposite the
party's signature to this Agreement, or to such other address as either party
may have furnished to the other in writing in accordance herewith, except that
notices of change of address shall be effective only upon receipt.

9.    MISCELLANEOUS.
      --------------

     No provisions of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing signed by
the Employee and the Company.  No waiver by either party hereto at any time of
any breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same time or
at any prior or subsequent time.  No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not set forth expressly in this Agreement. 
This Agreement shall be governed by and construed in accordance with the laws of
the State of Texas, without giving effect to any principles of conflicts of law.

10.  VALIDITY.
     ---------

     The invalidity or unenforceability of any provisions of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.

11.  LEGAL FEES AND EXPENSES.
     ------------------------

     The Company shall pay all legal fees and expenses which the Employee may
incur as a result of the Company's contesting the validity, enforceability or
the Employee's interpretation of, or determinations under, this Agreement;
provided that the Employee is the prevailing party in any judicial,
administrative, or other proceeding in which the validity, enforceability,
interpretation or determination is contested.

12.  EFFECTIVE DATE.
     ---------------

     This Agreement shall become effective upon execution.

13.  COUNTERPARTS.
     -------------

     This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original but all of which together will constitute one
and the same instrument.























                                        8















14.  NO GUARANTEE OF EMPLOYMENT.
     ---------------------------

     Neither this Agreement or any action taken hereunder shall be construed as
giving the Employee the right to be retained in employment with the Company, nor
shall it interfere with either the Company's right to terminate the employment
of the Employee at any time or the Employee's right to terminate his employment
at any time.

15.  NO ASSIGNMENT BY PARTICIPANT.
     -----------------------------

     The Employee's rights and interest under this Agreement shall not be
assignable (in law or in equity) or subject to any manner of alienation, sale,
transfer, claims or creditors, pledge, attachment, garnishment, levy, execution
or encumbrances of any kind, and any attempt by the Employee or other person to
do so shall be void.

16.  WAIVER.
     -------

     The Employee's or the Company's failure to insist upon strict compliance
with any provision of this Agreement shall not be deemed a waiver of such
provision or any other provision of this Agreement.  Any waiver of any provision
of this Agreement shall not be deemed to be a waiver of any other provision, and
any waiver of default in any provision of this Agreement shall not be deemed to
be a waiver of any later default thereof or of any other provision.

17.  WITHHOLDING.
     ------------

     All amounts paid pursuant to this Agreement shall be subject to withholding
for taxes (federal, state, or local or otherwise) to the extent required by
applicable law.

18.  HEADINGS.
     ---------

     The headings of this Agreement have been inserted for convenience of
reference only and are to be ignored in the construction of the provisions
hereof.

19.  NUMBER AND GENDER.
     ------------------

     The use of the singular shall be interpreted to include the plural and
plural the singular, as the context requires.  The use of the masculine,
feminine or neuter shall be interpreted to include the masculine, feminine or
neuter as the context shall require.



























                                        9














     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.


WESTCOTT COMMUNICATIONS, INC.   Address:     1303 Marsh Lane
                                             Carrollton, TX 75006
                                             Attention:  President

By:_________________________



EMPLOYEE:                       Address:     _____________________
                                             _____________________
                                             _____________________

____________________________











                                       10

EX-3

                                                                       Exhibit 3



For Immediate Release    Contacts:
                         ---------
                           K-III:
                                 Doug Smith (212) 745-0123
                           Westcott:
                                 Phyllis Farragut (214) 417-4115


                    K-III TO ACQUIRE WESTCOTT COMMUNICATIONS
                   FOR $21.50 PER SHARE, IN CASH, FOR A TOTAL
                        TRANSACTION VALUE OF $422 MILLION

New York and Dallas, April 22, 1996 - K-III Communications Corporation

[NYSE:KCC], a leading media company active in specialized information, education

services and niche consumer and trade publications, and Westcott Communications,

Inc. [NASDAQ:WCTV], the leading provider of educational and training programming

for the corporate, government, healthcare and secondary school markets, today

jointly announced they had entered into an agreement under which K-III will

purchase all of the outstanding shares of Westcott Communications, for $21.50

per share, for a total transaction value of $422 million.



William F. Reilly, Chairman and Chief Executive Officer of K-III, commented: 

"Westcott is an excellent strategic fit with K-III across a broad variety of

products and markets.  This important step for K-III expands in particular upon

our success with Channel One, which we have operated since 1994.  Westcott

generates educational content for a broad range of markets and distributes it

through satellite and video tape across 23 networks.  Westcott has achieved

substantial growth since its founding in 1986 by growing existing networks and

launching and acquiring new ones."



"Two of Westcott's new products, which represent substantial growth

opportunities, are EXEN (Executive Education Network) and IDTN (Interactive

Distance Training Network).  EXEN provides interactive educational programming

to the corporate market








                                        1














and IDTN helps customers simultaneously disseminate information on a time

sensitive basis across a dispersed geographical area.  We believe that together

with K-III, Westcott can expand into further markets with strong growth

characteristics, specifically corporate and professional training and

information, and the burgeoning healthcare industry.



"In addition, we can draw upon K-III's organizational strengths and resources to

further the opportunities in this business.  The addition of Westcott's network

of 1,100 high schools to Channel One's 12,000 secondary schools along with their

combined programming capabilities will leverage growth in those markets."



"We have built unique networks that meet the training needs of geographically

diverse and time-sensitive corporate clients," said Carl Westcott, Chairman and

Chief Executive Officer of Westcott Communications.  "K-III's experience in

educational publishing and direct sales are a strong complement to our

operations.  Their strategic vision and proven management track record

immediately enhance the value of our assets for our customers and shareholders

and will provide our employees with new opportunities."



The two companies indicated that Westcott will remain a stand-alone entity, with

its headquarters in Dallas, operated by essentially the same management and

workforce that is in place today.



Under the terms of the transaction, K-III will purchase all outstanding shares

of Westcott for $21.50 per share, in cash, for a total transaction value of $422

million.  The transaction is not subject to financing, as the Company intends to

finance the acquisition with funds drawn from existing credit lines.  K-III

intends to commence a tender offer for Westcott shares, with a minimum condition

of a majority of the total shares, no later than April 29, 1996. The transaction

has been approved by the Boards of Directors of both companies. K-III expects to

consummate the offer by the end of May 1996, assuming receipt of certain federal

regulatory approvals upon which the transaction is conditioned.








                                        2














Donaldson, Lufkin, & Jenrette Securities Corporation acted as financial advisor

to K-III Communications Corporation and will serve as dealer manager for the

tender offer.  Goldman, Sachs & Co. acted as financial advisor to Westcott

Communications, Inc.



In 1995, K-III's consolidated revenues were $1.05 billion, with EBITDA of $216.1

million.  Westcott reported consolidated revenues of $97.9 million in 1995, with

EBITDA of $35.7 million. K-III reported a first quarter increase in sales of 32%

to $315 million over the prior-year period, and a 22% increase in EBITDA to

$51.2 million.



Westcott Communications has pioneered the delivery of workplace training and

education utilizing various multimedia technologies. The Company provides

training, news and information to more than 20,000 subscribers with an estimated

population of 3 million professionals and students in the corporate, government,

healthcare, secondary school and interactifve distance training markets.



K-III Communications is a leading media company active in specialized

information, educational services and niche consumer and trade publications.

Some of its key brands include Channel One, Weekly Reader, Nelson Directories,

World Almanac, and Seventeen, Modern Bride, New York, and Soap Opera Digest

magazines.







                                        3

EX-4

                                                            Exhibit 4




                         WESTCOTT COMMUNICATIONS, INC.
                                1303 MARSH LANE
                            CARROLLTON, TEXAS 75006
 
                                                                  April 26, 1996
 
Dear Shareholder:
 
    On behalf of the Board of Directors of Westcott Communications, Inc. (the
"Company"), I am pleased to inform you that on April 22, 1996 the Company
entered into an Agreement and Plan of Merger with K-III Acquisition Corp., a
Texas corporation (the "Purchaser") and an indirect, wholly owned subsidiary of
K-III Communications Corporation, a Delaware corporation (the "Parent"),
pursuant to which the Purchaser has commenced today a tender offer to purchase
all of the outstanding shares of the Company's common stock at $21.50 per share
in cash (the "Offer"). Following the completion of the Offer, upon the terms and
subject to the conditions of the Merger Agreement, the Purchaser will be merged
with and into the Company (the "Merger") and each of the shares not owned by the
Parent or its affiliates or by any dissenting shareholders will be converted
into the right to receive an amount equal to $21.50 per share in cash without
interest.
 
    YOUR BOARD OF DIRECTORS HAS DETERMINED THAT THE OFFER AND THE MERGER ARE
FAIR TO AND IN THE BEST INTERESTS OF THE COMPANY'S SHAREHOLDERS AND RECOMMENDS
THAT THE SHAREHOLDERS ACCEPT THE OFFER AND TENDER ALL OF THEIR SHARES TO THE
PURCHASER.
 
    In arriving at its decision, your Board of Directors gave careful
consideration to a number of factors described in the enclosed Schedule 14D-9
that is being filed with the Securities and Exchange Commission. Among other
things, your Board considered the opinion of its financial advisor, Goldman,
Sachs & Co., that the $21.50 per share in cash to be received by the
shareholders of the Company in the Offer and the Merger is fair to such holders.
The enclosed Schedule 14D-9 describes the Board's decision and contains other
important information relating to that decision.
 
    Accompanying this letter, in addition to the Schedule 14D-9 and the opinion
of Goldman, Sachs & Co., is the Offer to Purchase, together with related
materials including a letter of transmittal for use in tendering shares. These
documents set forth the terms and conditions of the Offer and provide
instructions as to how to tender your shares. I urge you to read the enclosed
materials carefully and consider all factors set forth therein before making
your decision with respect to the Offer.
 
    I, personally, along with the entire Board of Directors, management and
employees of the Company thank you for your loyal support throughout the years.
 
                                          Sincerely,
 
                                                  /s/ CARL WESTCOTT
 
                                                      Carl Westcott
                                             Chairman of the Board and Chief
                                                    Executive Officer

EX-5

                                                                       Exhibit 5

[Letterhead of Goldman, Sachs & Co.]



PERSONAL AND CONFIDENTIAL
- -------------------------


April 22, 1996



Board of Directors
Westcott Communications, Inc.
Galleria Tower
13th Floor
13455 Noel Road
Dallas, Texas  75240

Gentlemen:

          You have requested our opinion as to the fairness to the holders of
the outstanding shares of Common Stock, par value $.01 per share (the "Shares"),
of Westcott Communications, Inc. (the "Company") of the $21.50 per Share in cash
proposed to be paid in the Tender Offer (as defined below) and the Merger (as
defined below) pursuant to the Agreement and Plan of Merger dated as of April
22, 1996 among K-III Communications Corporation ("Buyer"), K-III Prime
Corporation ("Acquiror"), a wholly owned subsidiary of Buyer, K-III Acquisition
Corp. ("Acquiror Sub"), a direct, wholly owned subsidiary of Acquiror, and the
Company (the "Agreement").  The Agreement provides for a tender offer by
Acquiror Sub for all of the Shares (the "Tender Offer") pursuant to which
Acquiror Sub will pay $21.50 in cash for each Share accepted.  The Agreement
further provides that following the completion of the Tender Offer, Acquiror Sub
will be merged with and into the Company (the "Merger") and each outstanding
Share (other than Shares held in treasury of the Company and each Share owned by
Buyer, Acquiror, Acquiror Sub or any direct or indirect wholly owned subsidiary
of Buyer or the Company and any Dissenting Shares (as defined in the Agreement))
will be cancelled, extinguished and converted automatically into the right to
receive $21.50 in cash.

          Goldman, Sachs & Co., as part of its investment banking business, is
continually engaged in the valuation of businesses and their securities in
connection with mergers and acquisitions, negotiated underwritings, competitive
biddings, secondary distributions of listed and unlisted securities, private
placements and valuations for estate, corporate and other purposes.  We are
familiar with the Company, having acted as its financial advisor in connection
with, and having participated in certain of the negotiations leading to, the
Agreement

          In connection with this opinion, we have reviewed, among other things,
the Agreement; Annual Reports to Stockholders
































Westcott Communications, Inc.
April 22, 1996
Page Two




and Annual Reports on Form 10-K of the Company for the five years ended December
31, 1995; certain interim reports to stockholders and Quarterly Reports on Form
10-Q; certain other communications from the Company to its stockholders; and
certain internal financial analyses and forecasts for the Company prepared by
its management.  We also have held discussions with members of the senior
management of the Company regarding its past and current business operations,
financial condition and future prospects.  In addition, we have reviewed the
reported price and trading activity for the Shares, compared certain financial
and stock market information for the Company with similar information for
certain other companies the securities of which are publicly traded, reviewed
the financial terms of certain recent business combinations in the
communications and entertainment industries specifically and in other industries
generally and performed such other studies and analyses as we considered
appropriate.

          We have relied without independent verification upon the accuracy and
completeness of all of the financial and other information reviewed by us for
purposes of this opinion.  In addition, we have not made an independent
evaluation or appraisal of the assets and liabilities of the Company or any of
its subsidiaries and, we have not been furnished with any such evaluation or
appraisal.

          Based upon the foregoing and such other matters as we consider
relevant, it is our opinion that as of the date hereof the $21.50 per Share in
cash to be received by the holders of Shares in the Tender Offer and the Merger
is fair to such holders.

                                   Very truly yours,




                                  /s/ Goldman, Sachs & Co.
                                  ----------------------------------
                                      (Goldman, Sachs & Co.)