The Colorado Alliance of Research Libraries, the CARL Corporation, Blackwell Limited and Knight-Ridder Information, Inc. announced on August 9, 1995 that agreements have been reached leading to the sale of the CARL Corporation and The UnCover Company to Knight-Ridder Information, Inc. of Mountain View, California. Work on the detailed agreements is underway.
The Alliance is the majority owner of the CARL Corporation. Stephen T. Hulbert, chair of the Alliance board and provost of the University of Northern Colorado, said "This is the culmination of 20 years of effort by Colorado librarians who saw a need for the development of advanced automated library services and who then created a powerful public-private partnership to reach that goal. CARL Corporation and The UnCover Company are now firmly established in the electronic information systems field. Knight-Ridder, with its financial and management resources, will move both businesses to levels unattainable under the current structure."
"The Alliance board believes that everyone is a winner in this sale. The public and private colleges, universities and libraries in Colorado and Wyoming, that are members of the Alliance, can now more vigorously undertake providing information services to students, faculty and library patrons in the rapidly expanding world of the electronic highway," Hulbert said.
The CARL Corporation is a for-profit spin-off of the Colorado Alliance of Research Libraries, and has grown to become a nationwide leader in library automation and information services. In 1994, the company received the Denver Metro Chamber of Commerce "Small business of the Year" award and was ranked 129 on Inc., Magazine's listing of the "500 Fastest-Growing Private Companies." The UnCover Company, a joint partnership of the CARL Corporation and Blackwell Limited of Oxford, England, has emerged as a dominant force in the on-line information and article delivery field. In 1994, UnCover Reveal (an electronic table of contents alert service) was awarded "Product of the Year" by ONLINE Magazine.
"Knight-Ridder brings significant resources, scope and talent to this acquisition," said Ward Shaw, CARL Corporation chairman and CEO. "This will profoundly enhance our ability to address new development and growth opportunities in all our market areas. We at CARL and UnCover are delighted to be joining the Knight-Ridder family."
The current management of Ward Shaw, Rebecca Lenzini and Patricia Culkin and all staff will continue unchanged. Both companies will also remain in Denver.
The Alliance began in 1974, when the library director at the University of Denver contacted the library directors of the University of Colorado, Colorado State University, the University of Northern Colorado and the Denver Public Library to address areas of mutual concern. The CARL library system was developed to promote the sharing of research in Colorado. Since that time, the Alliance has expanded to include the Colorado School of Mines, the University of Colorado Health Sciences Center, Auraria, the University of Wyoming and Regis University.
In 1981, the Alliance formalized its relations and incorporated as a not-for-profit. The CARL Corporation was incorporated in 1988 as a for-profit subsidiary to further develop and market the CARL automated library system. CARL Corporation's products include: the CARL automated library system (now installed in more than 420 libraries nationwide); several graphical user interfaces (the Kid's Catalog, Everybody's Catalog, Personal UnCover Navigator); NoveList (an interactive guide to fiction); UnCover and numerous Internet products and services.
The UnCover Company, founded in 1993, provides an on-line article delivery service, a table of contents database and a keyword index for more than 7 million journal and magazine articles in 17,000 journals worldwide. UnCover is the largest, most up-to-minute periodical index in existence.
Knight-Ridder Information, Inc. is the acknowledged world leader in electronic information access and delivery, with 200,000 customers in almost 150 countries. The company offers the DIALOG® and DataStarSM services, which provide access to more than 600 on-line databases; the KR Information OnDisc™ collection of nearly 70 titles on CD-ROM; and KR SourceOne, a comprehensive, worldwide document delivery service. Easy-to-use Windows-based applications for information professionals, scientists, and business professionals are under development.
Questions & Answers
What Does the Acquisition of CARL Corporation and The UnCover Company by Knight-Ridder Information Mean for the Alliance
Prepared by Alan N. Charnes, Alliance Executive Director
What is the alliance selling?
The Colorado Alliance of Research Libraries is selling its 55% interest in CARL Corporation, a for-profit subsidiary incorporated in 1988. The balance of 45% is being sold by the other owners, Ward Shaw, Becky Lenzini and Trish Culkin. As part of this transaction, Knight-Ridder Information Inc. is acquiring CARL Corporation's half interest in The UnCover Company. In a related but separate transaction, B. H. Blackwell Inc. is selling its half interest in The UnCover Company.
By this transaction, the Alliance relinquishes its ownership position and moves to a true arms-length, client-vendor relationship with CARL Corporation and The UnCover Company. However, as part of the negotiations, the Alliance retains certain advantages.
1. Continuation of a Master Service Agreement for FY96 and FY97 at current service levels and at current pricing.
2. Continued free use of the CARL ILS software, including future enhancements.
3. Continuation of all agreements regarding UnCover, including those affecting the article delivery database, delivery service pricing, supply site arrangements and "mileage fees."
4. Continuation of full-discount pricing to the Alliance on products for which CARL Corporation is a value-added-reseller, such as Tandem and Sun equipment.
How does this transaction affect my library?
In the short run, users of the CARL ILS will see no changes. Knight-Ridder Information Inc. has indicated that they intend to remain in the ILS business and expand CARL services and capabilities.
However, there is nothing in the agreement to prevent Knight-Ridder Information, Inc. from abandoning the ILS business, or certain portions of the ILS market later on. The Alliance expects to have adequate notice if such a decision is made and will be able to respond accordingly.
· There will be Alliance representation on the CARL Corporation ILS Advisory Committee.
· The agreement requires 12 months notice of the intent to terminate support of the CARL ILS.
· The Alliance can acquire use of the CARL ILS software for $100.
Is the alliance moving?
Yes. The agreement requires termination of the Alliance sublease on space at 3801 E. Florida by December 31, 1995. CARL Corporation intends to add staff and move into Suite 370, currently the Alliance office. At present, we are looking for space in the same building, as well as in the same general area.
What about use of the "carl" name?
The agreement states that: "The Alliance hereby agrees that from and after the closing date, it will not use and will use its best efforts to cause its members not to use the acronym "CARL" or DON'T BE LEFT OUT!
"C.A.R.L." or any variation thereof commercially, and will immediately upon closing cease using and will use its best efforts to cause each member of the Alliance to cease using any marketing literature, advertising material or similar materials containing such acronyms. The Alliance shall be entitled to own and use the name "Colorado Alliance of Research Libraries."
Will Carl Corporation continue its annual users and directors meetings?
Any additional questions can be addressed to Sharon Andersen in the Alliance office: Phone (303) 758-3030, ext. 131, Fax: (303) 758-0606; e-mail: email@example.com. The questions and answers will be published in the upcoming issues of DataLin