Tangram Announces Annual Shareholder Meeting; Shareholders of Record to Vote on Reverse Stock Split

Apr 12, 2001, 01:00 ET from Tangram Enterprise Solutions, Inc.

    CARY, N.C., April 12 /PRNewswire/ --
     Tangram Enterprise Solutions, Inc. (Nasdaq:   TESI), a leading provider of
 enterprise asset management solutions, today announced that the Annual Meeting
 of Shareholders will be held on June 6, 2001.  The meeting, scheduled for
 10:00 a.m. EDT, will be held at Tangram, 11000 Regency Parkway, Suite 401,
 Cary, NC.  The company intends to begin mailing to shareholders its 2000
 Annual Report, Proxy Statement, voting materials and other meeting information
 on or about April 27, 2001.  Shareholders of record as of April 20, 2001 will
 be asked to elect eight directors to Tangram's Board and approve a Plan of
 Recapitalization and an Amendment to the company's Articles of Incorporation,
 which will effect a one-for-four reverse split of Tangram's common stock
 ("Reverse Split").  The Reverse Split will take effect at the earliest
 possible filing date following shareholders' approval, subject to the Board's
 authority to abandon the Plan of Recapitalization at any time prior to the
 effective date of the Reverse Split.
     Following the effective date of the Reverse Split, stock certificates
 issued prior to the effective date representing shares of Tangram common
 stock, $0.01 par value, will be required to be exchanged for new stock
 certificates representing one post-split share of Tangram common stock, $0.01
 par value, for every four former shares.  Additionally, shareholders will
 receive a cash payment in lieu of any fractional new share to which the
 shareholders would otherwise be entitled if fractional new shares were to be
 issued.  The amount of the cash payment for any fractional new share will be
 determined based upon the average of the closing bid and prices per share of
 Tangram common stock for the ten trading days preceding the effective date of
 the Reverse Split.
     Mellon Investor Services, LLC, Tangram's registrar and stock transfer
 agent, has been designated as the Exchange Agent for the Reverse Split.
 Instructions regarding the exchange of stock certificates will be mailed to
 shareholders of record promptly following the effective date of the Reverse
 Split.
     Current and prospective shareholders who are unable to attend the Annual
 Meeting may listen to the proceedings via the Internet by visiting
 http://www.vcall.com.  Vcall will have a replay of the meeting available on
 its web site immediately after the meeting.
     This press release contains "forward-looking statements" within the
 meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
 Securities Exchange Act of 1934 (statements that are not historical facts and
 relate to future performance) that involve risks and uncertainties.  Tangram's
 Board of Directors has proposed the Reverse Split in an effort to regain
 compliance with the $1.00 minimum bid requirement for continued listing on The
 Nasdaq SmallCap Market, as well as to improve the marketability and liquidity
 of the stock.  Tangram believes that the proposed Reverse Split may improve
 the likelihood that the company will be able to maintain its listing on The
 Nasdaq SmallCap Market.  There can be no assurance, however, that the Reverse
 Split will succeed in raising the bid price of the common stock or that The
 Nasdaq SmallCap Market would not delist Tangram's common stock for other
 reasons in the future.  Furthermore, the company believes that there can be no
 assurance that the market price of the common stock after the Reverse Split
 will be equal to the market price before the Reverse Split multiplied by the
 split number, or that the market price following the Reverse Split will either
 exceed or remain in excess of the current market price.  In addition, actual
 results may differ materially from any forward-looking statements based on any
 other risks identified in Tangram's SEC filings, including the Form 10-K for
 the year ended December 31, 2000.  Tangram assumes no obligation to update the
 information contained in this press release.
 
     For Additional Information
     Tangram strongly advises shareholders to read the proxy statement, which
 will be filed with the Securities and Exchange Commission (the "SEC").  The
 proxy statement contains important information that shareholders should
 consider before making any decision about the proposals to be voted on at the
 Annual Shareholder Meeting.  When completed, Tangram's proxy statement will be
 mailed to all shareholders of record and will be available, together with the
 annual report, quarterly reports, current reports and other filed documents,
 at no charge from the SEC's web site (http://www.sec.gov) or directly from
 Tangram by contacting John N. Nelli, chief financial officer, at
 1-800-4TANGRAM.
     The company and current directors, all of whom are nominees for director,
 may be deemed to be participants in the solicitation of proxies under the
 rules of the SEC.  A description of any interests that these persons have in
 the proposals to be voted on at the Annual Shareholder Meeting will be
 available in the proxy statement.
 
     About Tangram (www.tangram.com)
     Headquartered in Cary, N.C., Tangram Enterprise Solutions, Inc. is a
 leading provider of IT asset management solutions for large and midsize
 organizations across all industries, in both domestic and international
 markets.  Tangram's core business strategy and operating philosophy center on
 delivering world-class customer care, creating a more personal and productive
 IT asset management experience through a phased solution implementation,
 providing tailored solutions that support evolving customer needs and
 maintaining a leading-edge technical position.  To date, Tangram's solutions
 have been installed on more than 2 million workstations and servers at more
 than 200 customer sites throughout the world.  Tangram is a partner company of
 Safeguard Scientifics (NYSE:   SFE) (www.safeguard.com), a leader in
 identifying, developing and operating premier technology companies in the
 Internet infrastructure market with a focus on three sectors: software,
 communications and eServices.
 
 

SOURCE Tangram Enterprise Solutions, Inc.
    CARY, N.C., April 12 /PRNewswire/ --
     Tangram Enterprise Solutions, Inc. (Nasdaq:   TESI), a leading provider of
 enterprise asset management solutions, today announced that the Annual Meeting
 of Shareholders will be held on June 6, 2001.  The meeting, scheduled for
 10:00 a.m. EDT, will be held at Tangram, 11000 Regency Parkway, Suite 401,
 Cary, NC.  The company intends to begin mailing to shareholders its 2000
 Annual Report, Proxy Statement, voting materials and other meeting information
 on or about April 27, 2001.  Shareholders of record as of April 20, 2001 will
 be asked to elect eight directors to Tangram's Board and approve a Plan of
 Recapitalization and an Amendment to the company's Articles of Incorporation,
 which will effect a one-for-four reverse split of Tangram's common stock
 ("Reverse Split").  The Reverse Split will take effect at the earliest
 possible filing date following shareholders' approval, subject to the Board's
 authority to abandon the Plan of Recapitalization at any time prior to the
 effective date of the Reverse Split.
     Following the effective date of the Reverse Split, stock certificates
 issued prior to the effective date representing shares of Tangram common
 stock, $0.01 par value, will be required to be exchanged for new stock
 certificates representing one post-split share of Tangram common stock, $0.01
 par value, for every four former shares.  Additionally, shareholders will
 receive a cash payment in lieu of any fractional new share to which the
 shareholders would otherwise be entitled if fractional new shares were to be
 issued.  The amount of the cash payment for any fractional new share will be
 determined based upon the average of the closing bid and prices per share of
 Tangram common stock for the ten trading days preceding the effective date of
 the Reverse Split.
     Mellon Investor Services, LLC, Tangram's registrar and stock transfer
 agent, has been designated as the Exchange Agent for the Reverse Split.
 Instructions regarding the exchange of stock certificates will be mailed to
 shareholders of record promptly following the effective date of the Reverse
 Split.
     Current and prospective shareholders who are unable to attend the Annual
 Meeting may listen to the proceedings via the Internet by visiting
 http://www.vcall.com.  Vcall will have a replay of the meeting available on
 its web site immediately after the meeting.
     This press release contains "forward-looking statements" within the
 meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
 Securities Exchange Act of 1934 (statements that are not historical facts and
 relate to future performance) that involve risks and uncertainties.  Tangram's
 Board of Directors has proposed the Reverse Split in an effort to regain
 compliance with the $1.00 minimum bid requirement for continued listing on The
 Nasdaq SmallCap Market, as well as to improve the marketability and liquidity
 of the stock.  Tangram believes that the proposed Reverse Split may improve
 the likelihood that the company will be able to maintain its listing on The
 Nasdaq SmallCap Market.  There can be no assurance, however, that the Reverse
 Split will succeed in raising the bid price of the common stock or that The
 Nasdaq SmallCap Market would not delist Tangram's common stock for other
 reasons in the future.  Furthermore, the company believes that there can be no
 assurance that the market price of the common stock after the Reverse Split
 will be equal to the market price before the Reverse Split multiplied by the
 split number, or that the market price following the Reverse Split will either
 exceed or remain in excess of the current market price.  In addition, actual
 results may differ materially from any forward-looking statements based on any
 other risks identified in Tangram's SEC filings, including the Form 10-K for
 the year ended December 31, 2000.  Tangram assumes no obligation to update the
 information contained in this press release.
 
     For Additional Information
     Tangram strongly advises shareholders to read the proxy statement, which
 will be filed with the Securities and Exchange Commission (the "SEC").  The
 proxy statement contains important information that shareholders should
 consider before making any decision about the proposals to be voted on at the
 Annual Shareholder Meeting.  When completed, Tangram's proxy statement will be
 mailed to all shareholders of record and will be available, together with the
 annual report, quarterly reports, current reports and other filed documents,
 at no charge from the SEC's web site (http://www.sec.gov) or directly from
 Tangram by contacting John N. Nelli, chief financial officer, at
 1-800-4TANGRAM.
     The company and current directors, all of whom are nominees for director,
 may be deemed to be participants in the solicitation of proxies under the
 rules of the SEC.  A description of any interests that these persons have in
 the proposals to be voted on at the Annual Shareholder Meeting will be
 available in the proxy statement.
 
     About Tangram (www.tangram.com)
     Headquartered in Cary, N.C., Tangram Enterprise Solutions, Inc. is a
 leading provider of IT asset management solutions for large and midsize
 organizations across all industries, in both domestic and international
 markets.  Tangram's core business strategy and operating philosophy center on
 delivering world-class customer care, creating a more personal and productive
 IT asset management experience through a phased solution implementation,
 providing tailored solutions that support evolving customer needs and
 maintaining a leading-edge technical position.  To date, Tangram's solutions
 have been installed on more than 2 million workstations and servers at more
 than 200 customer sites throughout the world.  Tangram is a partner company of
 Safeguard Scientifics (NYSE:   SFE) (www.safeguard.com), a leader in
 identifying, developing and operating premier technology companies in the
 Internet infrastructure market with a focus on three sectors: software,
 communications and eServices.
 
 SOURCE  Tangram Enterprise Solutions, Inc.