Estate of Josephine T. Thompson, Deceased, Carl T. Holst-Knudsen and the Bank of New York, Executors - Page 7

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                    For everyone involved in specifying and buying industrial         
               products and services, Thomas Register is invaluable.  For             
               everyone involved in selling industrial products and services,         
               Thomas Register is invaluable.  [22 Thomas Register of American        
               Manufacturers 3573 (86th ed. 1996).]                                   

               The primary sales force for TPC directories was made up of             
          independent salespersons located throughout the United States and           
          Canada.  The salespersons were paid on a commission basis with              
          the right to receive commission advances from TPC.                          
               In the early 1990s, the development and increased use of               
          electronic and digital media provided alternatives to the form              
          and manner in which information could be packaged and                       
          distributed.  For example, the development of CD-ROM format                 
          facilitated the transmission of large amounts of data quickly and           
          permitted the user to sort and to access data in different ways.            
               Also, the development and expansion of the Internet and of             
          Internet search engines allowed traditional buyers of TPC’s                 
          directories, to a certain extent, to locate and to purchase                 
          products on their own without reference to TPC’s print                      
          directories.                                                                
               Historically, TPC’s buying directories were published only             
          in print or paper format.  By the early 1990s, however, it was              
          recognized by TPC’s management that the Internet and other                  
          technological advances would have an impact on TPC’s business,              
          presenting to TPC special challenges, risks, and new competition,           
          but also providing to TPC new growth opportunities.                         






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