Production Resource Group and VLPS Lighting Services International In Agreement to Merge

Production Resource Group and VLPS Lighting Services
International In Agreement to Merge
Transaction will combine automated lighting pioneer with entertainment
equipment integrator to create the world's foremost provider of lighting, sound
and scenery; The new PRG emerges 


LOS ANGELES, June 11  /PRNewswire/ -- Production Resource Group, L.L.C. (PRG)
and VLPS Lighting Services International, Inc. (VLPS) (OTC:LITE.PK) today
jointly announced a merger agreement, under which a newly formed subsidiary of
PRG would merge with and into VLPS, with VLPS becoming a wholly owned
subsidiary of PRG.  The new PRG would operate as PRG Lighting, PRG Audio and
PRG Scenic Technologies. VLPS' sales in 2003 were $63.5 million.

The transaction, approved by the boards of both companies, is subject to the
conditions set forth in the merger agreement, including the approval of VLPS'
stockholders and completion of regulatory review.  The holders of more than 50
percent of the outstanding shares of VLPS stock have executed a Voting
Agreement and agreed to vote in favor of the merger.  Terms of the transaction
call for VLPS stockholders to receive approximately $8.32 per share in cash at
closing, and up to approximately $0.50 per share payable from an escrow account
established to pay for any indemnification claims.  The announcement was made
at company facilities in Los Angeles via teleconference hook-up to both
companies' employees, worldwide.

PRG's shareholders, which include management shareholders, PRG's founders and
Boston Ventures, have approved the deal, and appropriate regulatory filings
have been made.  Tony Bolland of Boston Ventures commented, "We think this is
the kind of transaction that will position PRG as a global brand leader in the
entertainment services industry."  Upon closing, the transaction will result in
a fully integrated equipment rental and services company for automated and
conventional lighting and audio systems, as well as scenery fabrication and
automation technologies to serve the entertainment industry from facilities in
13 cities, worldwide. GMAC Commercial Finance and Fortress Credit Corporation
will provide senior and junior secured financing.

Both PRG and VLPS are pioneers in an industry that has been traditionally
"cottage" in scope, often severely stressed by overall economic fluctuations.
In this environment, both companies have seized industry leadership roles; VLPS
with its Emmy(R) Award-winning automated lighting technology, and PRG as a
successful integrator of production design, management services and equipment
for the live entertainment market.  PRG's Jeremiah "Jere" Harris and H.R.
"Rusty" Brutsche III of VLPS have been recognized for being at the vanguard of
leadership and innovation in the industry's development. At the new PRG, Harris
will be chairman and chief executive officer and Brutsche will be vice chairman
and chief technology officer.

"This is a new beginning for our company," said Jere Harris.  "We are taking
the entertainment equipment and technology sector to the next level of
development, responding to customer demands for more comprehensive production
solutions available under one roof and new, more creative and more personalized
approaches that bring productions to life.

"At the same time," Harris said, "we are bringing stability, resources and a
stronger business orientation to an industry that is highly fragmented and
under-capitalized.

"This is a very positive milestone for our companies, our employees and the
industry," Harris continued. "We will have the largest inventory of new,
state-of-the-art equipment in the world.  And, we will provide timely and
creative, integrated technologies to our customers in any venue around the
globe."

Rusty Brutsche added, "Integration of equipment technologies and services
solutions is inevitable.  Our clients are continually looking for efficiencies,
and that requires companies like ours to have a depth of resources and be
broadly responsive to their creative demands.  The merger of our two companies
will enable us to create and provide new technologies with a broad scope and
economy of scale to better serve the needs of our customers.

"We're a people-oriented business," Brutsche said, "and we will continue to be
customer-service and relationship driven.  We will stay in the forefront of
research and development; and, while we will have the benefits of being a
large, well-capitalized company, we will also maintain the flexibility and
responsiveness of a much smaller organization," he concluded.

Plans call for PRG to maintain its headquarters facilities in New Windsor, NY. 
The new PRG has operating facilities strategically in most major entertainment
locations, including Chicago, Las Vegas, London, Los Angeles, New York City and
vicinity, Michigan, Nashville, Orlando, Tokyo and Toronto, among others.  PRG
creates many of the world's most famed and spectacular productions, on the
Broadway stage and touring theater and on network live television, at themed
attractions, large-scale industrial shows and events, concert tours, retail
stores, themed restaurants and casinos, trade shows, the Olympics, national
political conventions, etc.

VLPS is a leading, worldwide professional lighting rental and production
company.  VLPS distributes lighting systems and provides services primarily to
the entertainment industry, serving such markets as concert touring, theater,
television and film and corporate events.

The foregoing paragraphs contain certain forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995.  Although the company believes the expectations contained
in such forward-looking statements are reasonable, it can give no assurance
that such expectations will prove to be correct.  These expectations may
involve risks and uncertainties that could cause actual results to differ
materially from the forward-looking statements.  Factors that could cause or
contribute to such differences include, but are not limited to factors detailed
in VLPS' Securities and Exchange Commission filings and the proxy statement
issued by VLPS in connection with this transaction. 

International, Inc.

DATASOURCE: Production Resource Group, L.L.C.; VLPS Lighting Services



CONTACT:  David Kalson, [phone], or cell, [phone],

, or Karen Sheppard, [phone], or cell,

[phone], , both of RFBinder Partners, Inc.;

Kevin Baxley, Production Resource Group, L.L.C., [phone], or fax,

[phone], ; VLPS Shareholder Contact, Jerry L. Trojan, VP -

Finance and Chief Financial Officer, VLPS Lighting Services International,

Inc., [phone], or fax, [phone]



Web site:  http://www.prg.com/

http://www.vlps.com/ 

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