EXHIBIT 99
 
                         PEN-TAB SAFE HARBOR STATEMENT
 
  Information provided by the Company may contain certain forward-looking
information, which, as defined by the Private Securities Litigation Reform Act
of 1995 (the "Act"), may relate to such matters as sales, income, return on
equity, capital expenditures, dividends, capital structure, free cash flow,
debt to capitalization rations, internal growth rates, future economic
performance, management's plans and objectives for future operations or the
assumptions relating to any of the forward-looking information. This Safe
Harbor Statement is being made pursuant to the Act and with the intention of
obtaining the benefits of the so-called "safe harbor" provisions of the Act.
The Company cautions that forward-looking statements are not guarantees since
there are inherent difficulties in predicting future results, and that actual
results could differ materially from those expressed or implied in the
forward-looking statements. Factors that could cause actual results to differ
include, but are not necessarily limited to, the following:
 
  Retail Economy. The Company's business depends on the strength of the retail
economies primarily in the U.S. and to a lesser extent in Canada by such
factors as consumer demand, the condition of the retail industry, currency
exchange rates and weather conditions. Recently, the retail industry has been
characterized by intense competition and consolidation.
 
  Nature of the Marketplace. The Company competes with numerous other
manufacturers and distributors, many of which are large and well-established.
In addition, the Company's principal customers are volume purchasers, many of
which are much larger than the Company and have significant bargaining power.
The combination of these market influences creates a very competitive
marketplace, resulting in difficulty in raising prices and the need to provide
superior services to the customers. These competitive pressures increase the
risk of losing substantial customers.
 
  Growth by Acquisition. The acquisition of companies is one of the
foundations of the Company's growth strategy. The Company's ability to make
strategic acquisitions at reasonable prices and to integrate the acquired
businesses within a reasonable period of time are important factors in the
Company's future earnings growth potential.