UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant x                      Filed by a Party other than the Registrant o

Check the appropriate box:

x Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12

INTEGRITY MEDIA, INC.

PRELIMINARY, SUBJECT TO COMPLETION, DATED APRIL 16, 2004
[Insert Logo]

INTEGRITY MEDIA, INC.
1000 CODY ROAD
MOBILE, ALABAMA 36695
(251) 633-9000

[___________], 2004

Dear Integrity Stockholders:

     You are cordially invited to attend a Special Meeting of Stockholders of Integrity Media, Inc., to be held at [         ] [p.m./a.m.], local time, on [         ], 2004, at [         ] located at [         ]. At the meeting, you will be asked to consider and vote upon a proposal to adopt an Agreement and Plan of Merger, dated as of March 1, 2004, pursuant to which Kona Acquisition Corp. will merge with and into Integrity, with Integrity as the surviving corporation. Our Chairman, President and Chief Executive Officer, P. Michael Coleman, owns 100% of the outstanding capital stock of Kona Acquisition Corp.

     This merger, if approved, will enable us to terminate the registration of our Class A common stock under the federal securities laws and thereby eliminate the significant expense required to comply with the reporting and related requirements under those laws. Commonly referred to as a “going private” transaction, the proposed merger will ensure that the number of our Class A common stockholders of record remains fewer than 300, as required for the elimination of our periodic reporting obligations under the federal securities laws. As a result, our Class A common stock will be ineligible for listing on the Nasdaq National Market.

     Under the terms of the merger agreement, each outstanding share of our Class A common stock (other than shares as to which appraisal rights have been demanded and not withdrawn or lost) held by those of you other than P. Michael Coleman, Jerry W. Weimer, Donald J. Moen, Daniel D. McGuffey, Keith J. Manwaring, Chris E. Thomason, Robert G. Rist, Donald S. Ellington, Jeff Friend, Robert Brenner, Todd Burkhalter, Debra Mayes, Doug Meduna and Joyce O’Connor (each an officer of Integrity) will, at the effective time of the merger, be converted into the right to receive $6.50 in cash, without interest, and each outstanding share of our Class A common stock (other than shares as to which appraisal rights have been demanded and not withdrawn or lost) held by P. Michael Coleman, Jerry W. Weimer, Donald J. Moen, Daniel D. McGuffey, Keith J. Manwaring, Chris E. Thomason, Robert G. Rist, Donald S. Ellington, Jeff Friend, Robert Brenner, Todd Burkhalter, Debra Mayes, Doug Meduna and Joyce O’Connor (each an officer of Integrity) will continue to be held by such holders after the merger. Further, each share of Integrity Class B common stock will be converted into one share of Class A common stock and such converted shares will continue to be held by such holders after the merger. Throughout this proxy statement, when we refer to the cashed-out stockholders or non-continuing stockholders, we are referring to the holders of Integrity’s Class A common stock other than P. Michael Coleman, Jerry W. Weimer, Donald J. Moen, Daniel D. McGuffey, Keith J. Manwaring, Chris E. Thomason, Robert G. Rist, Donald S. Ellington, Jeff Friend, Robert Brenner, Todd Burkhalter, Debra Mayes, Doug Meduna and Joyce O’Connor (each an officer of Integrity). Throughout this proxy statement, when we refer to the continuing stockholders, we are referring to all of the holders of Integrity’s Class B common stock and the following holders of Integrity’s Class A common stock: P. Michael Coleman, Jerry W. Weimer, Donald J. Moen, Daniel D. McGuffey, Keith J. Manwaring, Chris E. Thomason, Robert G. Rist, Donald S. Ellington, Jeff Friend, Robert Brenner, Todd Burkhalter, Debra Mayes, Doug Meduna and Joyce O’Connor (each an officer of Integrity).

     As a result of the merger, if you are a Class A common stockholder and not one of the 14 officers of Integrity listed in the paragraph above, you will not have any ownership interest in Integrity and you will not participate in any potential future earnings (or losses) or growth of Integrity after the merger. Those of you who are one of the 14 officers of Integrity listed in the paragraph above will continue to own the same number of shares after the merger (unless you exercise appraisal rights with respect to your shares). Those of you who hold shares of Integrity’s Class B common stock will, immediately prior to the merger, have each share of Class B common stock converted into one share of Class A common stock and, after the merger, will continue to own the same number of such converted shares (unless you exercise appraisal rights with respect to your shares).

     P. Michael Coleman, the sole stockholder of Kona Acquisition Corp., through financing arrangements with LaSalle Bank, N.A. and Key Principal Partners, LLC, has agreed to provide all of the cash merger consideration payable to the non-continuing holders that will be cashed out in the merger. All of Kona’s common stock will, at the effective time of the merger, be cancelled and retired and shall cease to exist.

     Our board of directors formed a special committee of independent directors to review, evaluate and negotiate the terms of the merger agreement and to make a recommendation to our entire board as to whether to adopt the merger agreement and recommend it to our stockholders. In doing so, the special committee consulted with its own legal and financial advisors. In making its recommendation, the special committee considered a variety of factors, which are described in the accompanying proxy statement. In addition, the special committee received the written opinion of SunTrust Robinson Humphrey that, subject to the assumptions, qualifications and limitations set forth in the opinion, as of March 1, 2004, the consideration to be received by the holders of the Class A common stock who are not one of the 14 officers of Integrity named above in the merger is fair, from a financial point of view, to these stockholders.

     After careful consideration, the board of directors of Integrity, acting in part upon the unanimous recommendation of the special committee, unanimously determined (with P. Michael Coleman and his spouse, Jean C. Coleman, abstaining) that the merger is advisable, fair to and in the best interests of Integrity’s public stockholders and has adopted the merger agreement and, accordingly, recommends that you vote “FOR” adoption of the merger agreement.

     Consummation of the merger is subject to certain conditions, including the affirmative vote by a majority of the shares of our Class A common stock entitled to vote at the special meeting neither held by the continuing stockholders, The Coleman Charitable Foundation nor those holders affiliated with Integrity as officers or directors. Details of the proposed transaction are set forth in the accompanying proxy statement, which we urge you to read carefully in its entirety.

     To adopt the merger agreement and approve the merger you should cast a vote “FOR” this proposal by following the instructions contained in the enclosed proxy card. If you properly sign and return your proxy card with no voting instructions, you will be deemed to have voted “FOR” adoption of the merger agreement and “FOR” granting discretion for the designated proxies to vote upon any motion to adjourn or postpone the special meeting to solicit additional proxies. If you fail to return your proxy card and fail to vote at the special meeting, the effect will be the same as a vote against the adoption of the merger agreement and the approval of the merger. RETURNING THE PROXY CARD DOES NOT DEPRIVE YOU OF YOUR RIGHT TO ATTEND THE SPECIAL MEETING AND VOTE YOUR SHARES IN PERSON.

     Please do not send your Integrity Class A common stock certificates at this time. If the merger is completed, you will receive written instructions for exchanging your Integrity Class A common stock certificates for cash.

Mobile, Alabama

     This proxy statement is dated [         ], 2004 and is first being mailed to stockholders of Integrity on or about [         ], 2004.

Neither the SEC nor any state securities commission has approved or disapproved this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the information contained in this proxy statement. Any representation to the contrary is a criminal offense.

PRELIMINARY, SUBJECT TO COMPLETION DATED APRIL 16, 2004
[INSERT LOGO]

INTEGRITY MEDIA, INC.
1000 CODY ROAD
MOBILE, ALABAMA 36695
(251) 633-9000

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [___________], 2004

     Notice is hereby given that a Special Meeting of the holders of the $.01 par value per share Class A common stock and the $.01 par value per share Class B common stock of Integrity Media, Inc. will be held on [   ], 2004 at [   ] [a.m./p.m.], local time, at [   ] located at [   ] for the following purposes:

     The proposals are described in detail in the accompanying proxy statement and the appendices thereto. You are urged to read these materials very carefully and in their entirety before deciding how to vote. In particular, you should consider the discussion in the section of this proxy statement entitled “Special Factors.”

     The board of directors of Integrity has fixed the close of business on [         ], 2004 as the record date for determining the stockholders entitled to notice of and to vote at the special meeting and any adjournments or postponements thereof. Only holders of record of shares of Integrity Class A and Class B common stock at the close of business on the record date are entitled to notice of, and to vote at, the special meeting or any adjournments or postponements thereof. The affirmative vote by (i) a majority of the outstanding stock entitled to vote at the special meeting and (ii) a majority of the shares of Integrity’s Class A common stock entitled to vote at the special meeting neither held by the continuing stockholders, The Coleman Charitable Foundation nor those holders affiliated with Integrity as officers or directors is required to adopt the merger agreement and approve the merger. The affirmative vote by a majority of the shares present in person or represented by proxy at the special meeting is required to approve any motion to adjourn or postpone the special meeting for the purpose of soliciting additional proxies.

     After careful consideration, the board of directors of Integrity, acting in part upon the unanimous recommendation of the special committee, unanimously determined (with P. Michael Coleman and his spouse, Jean C. Coleman, abstaining) that the merger is advisable, fair to and in the best interests of Integrity’s public stockholders and has adopted the merger agreement and, accordingly, recommends that you vote “FOR” adoption of the merger agreement.

     Your vote is very important, regardless of the number of shares of Integrity common stock you own. Please vote your shares as soon as possible to ensure that your shares are represented at the special meeting. To vote your shares, you must complete and return the enclosed proxy card. If you are a holder of record, you may also cast your vote in person at the special meeting. If your shares are held in an account at a brokerage firm or bank, you

must instruct them on how to vote your shares. If you do not instruct your broker or bank on how to vote, it will have the same effect as voting against the adoption of the merger agreement and approval of the merger.

     All holders of our capital stock have the right under Delaware law to demand an appraisal of their shares and to have a judicial determination of the fair value of their shares. These rights, generally known as appraisal rights, are described in detail in the proxy statement accompanying this notice. In addition, a copy of Section 262 of the Delaware General Corporation Law, which governs appraisal rights, is attached as Appendix C to this proxy statement. We urge you to read both the applicable section of the proxy statement and the statutory provisions carefully. If you wish to demand an appraisal of your shares, you must strictly comply with the statutory requirements.

Mobile, Alabama
[_________________], 2004

     WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, SIGN, DATE, AND RETURN THE ENCLOSED PROXY CARD PROMPTLY IN THE ENCLOSED BUSINESS REPLY ENVELOPE. IF YOU ATTEND THE SPECIAL MEETING YOU MAY, IF YOU WISH, WITHDRAW YOUR PROXY AND VOTE YOUR SHARES IN PERSON.

TABLE OF CONTENTS

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SUMMARY TERM SHEET

     The following summary term sheet, together with the “Questions and Answers About the Merger” following this summary term sheet, highlight selected information from this proxy statement about our proposed merger and the special meeting. This summary term sheet and the question and answer section may not contain all of the information that is important to you. To better understand, and for a more complete description of, the merger and the other matters on which you will vote, you should carefully read this entire document and all of its appendices before you vote. For your convenience, we have directed your attention in parentheses to the location in this proxy statement where you can find a more complete discussion of each item listed below.

     As used in this proxy statement, “Integrity,” “we,” “our,” and “us” refer to Integrity Media, Inc. and all of its subsidiaries, the term “Kona” refers to Kona Acquisition Corp., the term “Coleman,” “Mr. Coleman” or “P. Michael Coleman” refers to P. Michael Coleman, Kona’s sole stockholder and Integrity’s Chairman, President and Chief Executive Officer and largest stockholder, the term “merger agreement” refers to the Agreement and Plan of Merger by and among Integrity, Kona and Coleman dated March 1, 2004, and the term “common stock” or “common shares” refers to the issued and outstanding shares of Integrity Class A common stock, par value $0.01 per share, and Integrity Class B common stock, par value $0.01 per share.

The Parties (see page 47)

Integrity Media, Inc.
1000 Cody Road
Mobile, Alabama 36695

     Integrity Media, Inc., a Delaware corporation, is a media/communications company that produces, publishes and distributes Christian music, books and related products.

Kona Acquisition Corp.
c/o Integrity Media, Inc.
1000 Cody Road
Mobile, Alabama 36695

     Kona Acquisition Corp., a Delaware corporation, was formed at the direction of P. Michael Coleman solely for the purpose of engaging in the transactions contemplated by the merger agreement. Kona has not conducted any significant activities other than those incident to its approval and execution of the merger agreement and related documents. Kona has no material assets or liabilities, other than its rights and obligations under the merger agreement and the LaSalle Bank, N.A. and Key Principal Partners, LLC financing documents.

     P. Michael Coleman

     P. Michael Coleman, who beneficially owns 100% of the outstanding capital stock of Kona and approximately 60% of the outstanding capital stock of Integrity and is the Chairman, President and Chief Executive Officer of Integrity, co-founded Integrity in 1987 when he and a partner purchased the music operations of Integrity Communications, Inc. from Charles Simpson Ministries, Inc. He has served as Chairman, President and the Chief Executive Officer of Integrity since 1987. In his capacity, Mr. Coleman oversees the company and the senior managers of the Music division, Book division, Finance and Administration, Legal Affairs, and the Direct to Customer division. Prior to 1987, Mr. Coleman served as president of several different organizations in the Christian communications industry. In December 1999, Mr. Coleman earned a Master of Business Administration degree for global executives from Duke University. The business address for Mr. Coleman is 1000 Cody Road, Mobile, Alabama 36695 and the telephone number is (251) 633-9000.

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The Special Meeting (see page 12)

     At the special meeting, the stockholders of Integrity are being asked to vote to adopt the merger agreement and approve the merger of Kona with and into Integrity with Integrity continuing as the surviving corporation.

The Merger Agreement (see page 48)

     Under the merger agreement, Kona will merge with and into Integrity, with Integrity to remain as the surviving corporation. We have attached a copy of the merger agreement as Appendix A to this proxy statement. We encourage you to read the merger agreement carefully because it is the legal document that governs the merger. Under the terms of the merger agreement, if the merger is completed:

     In the merger agreement and throughout this proxy statement, where we refer to the non-continuing stockholders or cashed-out stockholders , we are referring to those holders other than P. Michael Coleman, Jerry W. Weimer, Donald J. Moen, Daniel D. McGuffey, Keith J. Manwaring, Chris E. Thomason, Robert G. Rist, Donald S.

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Ellington, Jeff Friend, Robert Brenner, Todd Burkhalter, Debra Mayes, Doug Meduna and Joyce O’Connor (each an officer of Integrity). In the merger agreement and throughout this proxy statement, where we refer to the continuing stockholders, we are referring to all of the holders of Integrity’s Class B common stock and the following holders of Integrity’s Class A common stock: P. Michael Coleman, Jerry W. Weimer, Donald J. Moen, Daniel D. McGuffey, Keith J. Manwaring, Chris E. Thomason, Robert G. Rist, Donald S. Ellington, Jeff Friend, Robert Brenner, Todd Burkhalter, Debra Mayes, Doug Meduna and Joyce O’Connor (each an officer of Integrity).

Effect of the Merger (see page 48)

     As a result of the merger:

Reasons for the Merger (see page 26)

     The requirements of being a publicly traded company and complying with the federal securities laws are expensive and time consuming. As a result of recent legislation and our expectations that compliance with these new regulations will significantly increase our operating costs, divert management attention from running our business and negatively affect our future success, the special committee of our board of directors and our entire board of directors believes that it is in the best interest of Integrity and our stockholders to become a “private company” by completing the merger with Kona. In addition, by using a merger with Kona as the vehicle for accomplishing the going private transaction, our public stockholders will be provided a liquidity event that would not otherwise have been available to them had we simply deregistered our Class A common stock.

Interests of P. Michael Coleman (see page 41)

     P. Michael Coleman will continue to have a controlling equity interest in Integrity and will participate in any future earnings (or losses) and growth of Integrity. Accordingly, P. Michael Coleman may have interests that are different from, or in addition to, the interests of Integrity stockholders generally.

Interests of the Continuing Holders (see page 43)

     The continuing stockholders will continue to have equity interests in Integrity and will participate in any future earnings (or losses) and growth of Integrity. Accordingly, continuing stockholders may have interests that are different from, or in addition to, the interests of Integrity stockholders generally.

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The Special Committee (see page 15)

     P. Michael Coleman and his spouse, Jean C. Coleman, who beneficially own 100% of the outstanding capital stock of Kona and approximately 60% of the outstanding capital stock of Integrity, are members of our board of directors. As a result, our board of directors formed a special committee of independent directors to protect the interests of our public stockholders in reviewing, evaluating and negotiating the merger agreement with Kona and Mr. Coleman, and, if appropriate, recommend the merger and the terms of the merger agreement to the entire board of directors. The special committee consists of three members of our board of directors, William A. Jolly, Heeth Varnedoe III and Jimmy M. Woodward, with Mr. Woodward serving as Chairman. The special committee consists solely of independent directors who are not officers or employees of Integrity or Kona and who have no financial interest in the completion of the proposed merger different from Integrity’s stockholders generally (each of Messrs. Jolly, Varnedoe and Woodward has a less than 1% ownership interest in Integrity which will be cashed out in the merger and which the board of directors understands is immaterial to their financial positions and which the board of directors believes does not detract in any way from their independence). Based in part upon the opinion of SunTrust Robinson Humphrey, financial advisor to the special committee, the special committee determined that the merger agreement was advisable, fair to and in the best interests of the Integrity Class A common stockholders other than the continuing stockholders and recommended to the entire board of directors that it adopt the merger agreement and declare its advisability to the public stockholders.

Opinion of SunTrust Robinson Humphrey (see page 31)

     The special committee received an opinion from its independent financial advisor, SunTrust Robinson Humphrey, that, subject to the assumptions, qualifications and limitations set forth in the opinion, as of March 1, 2004, the consideration to be received in the merger by the holders of Class A common stock of Integrity, other than the continuing stockholders, is fair, from a financial point of view. The opinion of SunTrust Robinson Humphrey is directed to the special committee and does not constitute a recommendation to any stockholder as to how to vote on the adoption of the merger agreement. A copy of SunTrust Robinson Humphrey’s opinion is attached to this proxy statement as Appendix B.

Recommendation of Our Board of Directors (see page 26)

     After careful consideration, the board of directors of Integrity, acting in part upon the unanimous recommendation of the special committee, unanimously determined (with the Colemans abstaining) that the merger is advisable, fair to and in the best interests of Integrity’s public stockholders and has adopted the merger agreement and, accordingly, recommends that you vote “FOR” adoption of the merger agreement.

Vote Required to Adopt and Approve the Merger and Approve Any Motion to Adjourn or Postpone the Special Meeting for the Purpose of Soliciting Additional Proxies (see page 12)

     The affirmative vote by (i) a majority of the outstanding stock entitled to vote at the special meeting and (ii) a majority of the shares of our Class A common stock entitled to vote at the special meeting neither held by the continuing stockholders, The Coleman Charitable Foundation nor those holders affiliated with Integrity as officers or directors is required to adopt the merger agreement and approve the merger. The affirmative vote by a majority of the shares present in person or represented by proxy at the special meeting is required to approve any motion to adjourn or postpone the special meeting for the purpose of soliciting additional proxies. Holders of our Class A and Class B common stock are entitled to vote at the special meeting and will vote together as a single class. Each share of Class A common stock has one vote and each share of Class B common stock has ten votes. As of the record date, there were [         ] shares of Class A common stock and 3,385,000 shares of Class B common stock issued and outstanding. P. Michael Coleman owns or controls an aggregate of 55,100 shares of our Class A common stock and all outstanding shares of our Class B common stock, representing in the aggregate approximately 94% of the total number of votes entitled to vote at the special meeting. Mr. Coleman is committed to vote for the merger and to use his best efforts to ensure that the continuing stockholders also vote for the merger.

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Financing (see page 39)

     Kona Acquisition Corp. will borrow the funds necessary to complete the proposed transaction through a five year senior secured credit facility to be provided by LaSalle Bank, N.A., as well as a seven year senior subordinated debt facility to be provided by Key Principal Partners, LLC. Kona and Integrity will be co-borrowers on the senior secured facility, which will consist of a $12,000,000 revolving line of credit, a $6,200,000 secured term loan A and a $4,436,666 mortgage term loan B. In connection with the senior subordinated debt facility, Key Principal Partners, LLC will purchase from Kona $15 million face amount of senior subordinated notes with detachable warrants. The detachable equity warrants, when exercised, will entitle the holders thereof to purchase in the aggregate 7% of Integrity’s common stock on a fully diluted basis at an exercise price of $.01 per share.

     Integrity plans to repay the loans through cash flow from future operations and there are no alternative financing arrangements or alternative financing plans in the event that the primary financing plans fall through.

Conditions to the Completion of the Merger (see page 53)

     Before we complete the merger, a number of closing conditions must be satisfied or waived. The conditions to the obligations of each party to complete the merger include, among others:

     The conditions to the obligations of Kona and Mr. Coleman to complete the merger, include, among others:

     The conditions to our obligations to complete the merger, include, among others:

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     Other than the clearance of this proxy statement and other related filings by the SEC and the filing of the certificate of merger with the Secretary of State of the State of Delaware, there are no regulatory approvals required for completion of the merger.

Material U.S. Federal Income Tax Consequences (see page 57)

     Generally, for United States federal income tax purposes, cashed-out stockholders who do not continue to own any stock either directly or indirectly in Integrity (taking into account any stock held by certain related individuals and entities) will be treated as if they sold their common stock for the cash received in the merger. Each such stockholder will recognize taxable gain or loss equal to the difference between the amount of cash received and the stockholder’s adjusted tax basis in the Integrity common stock exchanged. Stockholders who receive cash in the merger, but continue to own a direct or indirect interest in Integrity (taking into account any stock held by certain related individuals and entities) may be treated as having received dividends, which would be treated as ordinary income. Holders of options who receive cash payments in cancellation of their options generally will have ordinary income equal to the amount of the cash payments received. Such income may be subject to income and wage withholding. Stockholders who do not receive cash in the merger should not be subject to taxation as a result of the merger. See “Proposal to Approve the Merger Agreement – Material U.S. Federal Income Tax Consequences” beginning on page 57. TAX MATTERS ARE VERY COMPLICATED, AND THE TAX CONSEQUENCES TO YOU OF THE MERGER WILL DEPEND ON YOUR OWN SITUATION. TO REVIEW THE MATERIAL TAX CONSEQUENCES IN GREATER DETAIL, PLEASE READ THE DISCUSSION UNDER “PROPOSAL TO APPROVE THE MERGER AGREEMENT – MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES.” You should consult your personal tax advisors for a full understanding of the tax consequences of the merger to you.

Appraisal Rights (see page 59)

     Holders of our common stock may seek, under Section 262 of the Delaware General Corporation Law, judicial appraisal of the fair value of their shares by the Delaware Court of Chancery. This value could be more or less than or the same as the $6.50 per share merger consideration for our common stock. This right to appraisal is subject to a number of restrictions and technical requirements. Generally, in order to properly demand appraisal rights, among other things:

     Merely voting against the merger agreement and the merger will not preserve your right to appraisal under Delaware law. Also, because a submitted proxy not marked “against” or “abstain” will be voted “for” the proposal to adopt the merger agreement and “for” the proposal granting discretion for the designated proxies to vote upon any motion to adjourn or postpone the special meeting to solicit additional proxies, the submission of a proxy not marked “against” or “abstain” will result in the waiver of appraisal rights. If you hold shares in the name of a broker or other nominee, you must instruct your nominee to take the steps necessary to enable you to demand appraisal for your shares. If you or your nominee fails to follow all of the steps required by Section 262 of the Delaware General Corporation Law, you will lose your right of appraisal. Appendix C to this proxy statement contains the full text of Section 262 of the Delaware General Corporation Law, which relates to your right of appraisal. We encourage you to read these provisions carefully and in their entirety.

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Cautionary Statement Concerning Forward-Looking Information

     This proxy statement includes statements that are not historical facts. These forward-looking statements are based on Integrity’s current estimates and assumptions and, as such, involve uncertainty and risk. Forward-looking statements include the information concerning Integrity’s possible or assumed future results of operations and also include those preceded or followed by the words “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “should,” “plans,” “targets” and/or similar expressions.

     The forward-looking statements are not guarantees of future performance, events or circumstances, and actual results may differ materially from those contemplated by these forward-looking statements. In addition to the factors discussed elsewhere in this proxy statement, among the other factors that could cause actual results to differ materially are: potentially changing consumer tastes and demands with respect to Christian music and books generally and praise and worship music, adult contemporary and pop/rock Christian music in particular; the effect on profit margins of changes in Integrity’s sales mix; increases in the estimated cost of television advertising, including production costs and the cost of air time, all of which could materially affect the financial impact of television advertising initiatives; the relative success of new products and consumer demand for existing products; and the risks identified from time to time in Integrity’s SEC reports, including, but not limited to, the report on Form 10-K for the year ended December 31, 2003. These and other factors are discussed elsewhere in this proxy statement and in the documents that are incorporated by reference into this proxy statement.

     Except to the extent required under the federal securities laws, we do not intend to update or revise the forward-looking statements to reflect circumstances arising after the date of the preparation of the forward-looking statements.

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QUESTIONS AND ANSWERS ABOUT THE MERGER

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SELECTED HISTORICAL FINANCIAL DATA

     The selected historical balance sheet and statement of operations data presented below for each of the five years in the period ended December 31, 2003 have been derived from the Company’s audited consolidated financial statements.

     The following selected financial data should be read in conjunction with the Consolidated Financial Statements and the Notes thereto and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, incorporated herein by reference.

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THE SPECIAL MEETING

General

     This proxy statement, together with the accompanying notice of special meeting and form of proxy, is being furnished to the stockholders of Integrity Media, Inc. as part of the solicitation of proxies by Integrity’s board of directors for use at the special meeting of stockholders to be held at [         ] on [         ], 2004 beginning at [         ] [a.m./p.m.] local time, or at any adjournments or postponements thereof.

Matters to be Considered at the Special Meeting

     The special meeting of our stockholders is being held to consider and vote upon the proposal to adopt the Agreement and Plan of Merger, dated as of March 1, 2004, among Integrity, Kona Acquisition Corp. and P. Michael Coleman, pursuant to which Kona will be merged with and into Integrity, with Integrity being the surviving corporation, any motion submitted to a vote of the stockholders to adjourn or postpone the special meeting to another time and place for the purpose of soliciting additional proxies, and any other matters that may properly come before the meeting.

     If any other matters are properly presented for consideration at the special meeting, each of Jerry W. Weimer and Donald S. Ellington, who will be acting as proxies for the special meeting, will have the discretion to vote on those matters for shares that have been voted by proxy using their judgment with respect to those matters.

Recommendation of the Integrity Board of Directors and the Special Committee

     After careful consideration, the board of directors of Integrity, acting in part upon the unanimous recommendation of the special committee, unanimously determined (with the Colemans abstaining) that the merger is advisable, fair to and in the best interests of Integrity’s public stockholders and has adopted the merger agreement and, accordingly, recommends that you vote “FOR” adoption of the merger agreement.

Record Date and Voting Information

     Only holders of record of Class A and Class B common stock at the close of business on [         ], 2004 will be entitled to notice of and to vote at the special meeting. At the close of business on the record date, there were outstanding and entitled to vote [         ] shares of Integrity Class A common stock and 3,385,000 shares of Class B common stock. A list of our stockholders will be available for review at our executive offices during regular business hours for a period of 10 days before the special meeting.

     The affirmative vote of (i) a majority of the outstanding stock entitled to vote at the special meeting and (ii) a majority of the shares of our Class A common stock entitled to vote at the special meeting neither held by the continuing stockholders, The Coleman Charitable Foundation nor those holders affiliated with Integrity as officers or directors is required to adopt the merger agreement and approve the merger. Each holder of record of Class A common stock on the record date will be entitled to one vote for each share held and each holder of record of Class B common stock on the record date will be entitled to ten votes for each share held. On the record date for the special meeting, P. Michael Coleman owned or controlled an aggregate of 55,100 shares of Integrity Class A common stock and all outstanding shares of Integrity’s Class B common stock, representing in the aggregate approximately 94% of the total number of votes entitled to vote at the special meeting. Mr. Coleman is committed to vote for the merger and to use his best efforts to ensure that the continuing stockholders also vote for the merger.

     All votes will be tabulated by the inspector of elections appointed for the special meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes. Brokers who hold shares in street name for clients typically have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, absent specific instructions from the beneficial owner of the shares, brokers are not allowed to exercise their voting discretion with respect to the adoption and approval of non-routine

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matters, such as the adoption of the merger agreement and approval of the merger and any motion to adjourn or postpone the special meeting for the purpose of soliciting additional proxies. Proxies submitted without a vote by the brokers on these matters are referred to as “broker non-votes.” Abstentions and broker non-votes are counted for purposes of determining whether a quorum exists at the special meeting. Because the affirmative vote of holders of a majority of the eligible votes represented by Integrity capital stock is required in order to adopt the merger agreement and approve the merger, failures to respond, abstentions and broker non-votes will have the same effect as votes “AGAINST” adoption of the merger agreement and approval of the merger.

     With the exception of broker non-votes, the treatment of which is discussed above, each share of Integrity capital stock represented by a proxy properly executed and received by Integrity in time to be voted at the special meeting, and not revoked, on which no instructions are indicated, will be voted “FOR” the proposal to adopt and approve the merger, the merger agreement and the transactions contemplated thereby and “FOR” granting discretion for the designated proxies to vote upon any motion to adjourn or postpone the special meeting to solicit additional proxies.

     The special meeting may be adjourned or postponed to permit further solicitation of proxies. Approval of a motion to adjourn the special meeting for the purpose of soliciting additional proxies requires the affirmative vote by a majority of the shares present in person or represented by proxy at the special meeting. Therefore, abstentions and broker non-votes will have the same effect as votes “AGAINST” any motion to adjourn or postpone the special meeting for the purpose of soliciting additional proxies. Failures to respond will not be counted as shares present in person or represented by proxy and therefore will have no effect on the outcome of a motion to adjourn for the purpose of soliciting additional proxies. We do not expect any other matters other than the adoption and approval of the merger agreement will be brought before the special meeting. If, however, other matters incident to the conduct of the special meeting are considered, the persons named as proxies will vote in accordance with their judgment with respect to those matters.

Quorum

     The presence, in person or by proxy, of the holders of shares of stock entitled to cast a majority of the votes on the matters at issue at the special meeting is necessary to constitute a quorum for the transaction of business at the special meeting.

Proxies; Revocation

     Any person giving a proxy pursuant to this solicitation has the power to revoke it at any time before it is voted. It may be revoked by filing with Integrity’s Senior Vice President of Finance and Administration, Donald S. Ellington, at Integrity’s executive offices located at 1000 Cody Road, Mobile, Alabama 36695, a written notice of revocation or a duly executed proxy bearing a later date, or it may be revoked by attending the special meeting and voting in person. Attendance at the special meeting will not, by itself, revoke a proxy. Furthermore, if a stockholder’s shares are held of record by a broker, bank or other nominee and the stockholder wishes to vote at the special meeting, the stockholder must obtain a proxy from such broker, bank or other nominee.

     PLEASE DO NOT SEND IN STOCK CERTIFICATES WITH YOUR PROXY CARD AT THIS TIME. IN THE EVENT THE MERGER IS COMPLETED, INTEGRITY WILL DISTRIBUTE INSTRUCTIONS REGARDING THE PROCEDURES FOR EXCHANGING INTEGRITY STOCK CERTIFICATES FOR THE $6.50 PER SHARE CASH PAYMENT TO THE CLASS A COMMON STOCKHOLDERS OTHER THAN THE CONTINUING STOCKHOLDERS.

Expenses of Proxy Solicitation

     Integrity is responsible for its own fees and expenses incurred in connection with the solicitation of proxies in connection with the merger, including the fees and expenses associated with the preparation of this proxy statement, the filing, printing and mailing of this proxy statement and any amendments to this proxy statement. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their name shares of Integrity common stock beneficially owned by others for forwarding to these beneficial owners.

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Integrity may reimburse persons representing beneficial owners of common stock for their costs of forwarding solicitation materials to such beneficial owners. Original solicitation of proxies by mail may be supplemented by telephone, telegram or personal solicitation by directors, officers or other regular employees of Integrity.

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SPECIAL FACTORS

Background of the Merger

     On March 11, 2003, P. Michael Coleman, our Chairman, President and Chief Executive Officer and the beneficial owner of 60% of our capital stock, met with LaSalle Bank, N.A. and LaSalle Corporate Finance to discuss various strategic alternatives for Integrity. Among other topics, the parties discussed the possible privatization of Integrity.

     At the regularly scheduled meeting of Integrity’s board of directors on May 23, 2003, Alston & Bird LLP, outside legal counsel to Integrity, distributed privileged and confidential legal memoranda to the board for their review outlining possible methods to privatize Integrity. The memoranda described the procedures and advantages and disadvantages to the following five possible privatization alternatives: (1) a negotiated merger between Integrity and a newly formed merger corporation wholly owned by Mr. Coleman, with Integrity surviving the merger; (2) a tender offer by a newly formed merger corporation wholly owned by Mr. Coleman for Integrity’s stock, conditioned on the newly formed merger corporation obtaining ownership of 90% of Integrity’s stock in the tender, followed by a short-form merger under Delaware law between Integrity and the newly formed merger corporation, with Integrity surviving the merger; (3) the formation of a control group owning at least 90% of Integrity’s stock in a newly formed merger corporation, owned entirely by the control group, followed by a short-form merger under Delaware law between Integrity and the newly formed merger corporation, with Integrity surviving the merger; (4) a reverse stock split of Integrity’s shares with a high enough conversion ratio to leave Mr. Coleman as Integrity’s sole stockholder and subsequent cash out of all of Integrity’s minority stockholders; and (5) the deregistration of Integrity’s Class A common stock with the Securities and Exchange Commission followed by a reverse stock split with a high enough conversion ratio to leave Mr. Coleman as Integrity’s sole stockholder and subsequent cash out of all of Integrity’s minority stockholders.

     On May 28, 2003, Integrity’s board met telephonically to discuss the legal memoranda presented to the board at the May 23, 2003 board meeting. Mr. Coleman and Alston & Bird presented the possible privatization alternatives to the board and all board members participated in a thorough discussion regarding the advantages and disadvantages of not only privatizing Integrity but also the various methods that could be used to accomplish such a transaction. Included in the discussion was the added expense and management distraction to Integrity of remaining a public company due to the implementation of the Sarbanes-Oxley Act of 2002 and related regulatory requirements. In addition to discussing the possibility of privatizing Integrity, the board also approved the formation of Kona Acquisition Corp. by Mr. Coleman so that he could begin exploring the feasibility of obtaining the necessary financing to possibly privatize Integrity. Further, after a thorough discussion of the possible conflict that could exist between Mr. Coleman and Kona and Integrity, the board consented to Alston & Bird’s representation of Mr. Coleman and Kona while continuing to represent Integrity, provided that separate counsel be retained to represent a special committee of Integrity’s independent directors should such a committee be formed in connection with a privatization transaction, if proposed by Mr. Coleman and Kona.

     On May 30, 2003, Mr. Coleman formed Kona Acquisition Corp., a Delaware corporation, to allowing him to explore the feasibility of obtaining the necessary financing to possibly privatize Integrity.

     In early June 2003, Mr. Coleman orally approved LaSalle Corporate Finance to act as the financial advisor to Kona in the possible privatization of Integrity. Following this oral commitment, LaSalle Corporate Finance then began to contact subordinated debt lenders to gauge any potential interest in the possible privatization of Integrity. Five organizations responded with interest and signed confidentiality agreements in mid-June 2003. On July 10, 2003, Kona Acquisition Corp. formally executed an engagement letter with LaSalle Corporate Finance to act as its financial advisor. On July 10 and 11, 2003, Donald S. Ellington, Integrity’s Chief Financial Officer, and Mr. Coleman met with these five prospective subordinated debt lenders in Chicago, Illinois.

     On July 25, 2003, Integrity’s board met at the offices of its book publishing subsidiary, Integrity Publishers, Inc., in Brentwood, Tennessee. Mr. Coleman informed the board at the meeting that he had formed Kona and met with LaSalle Bank, N.A. as the possible senior debt lender and five subordinated debt lenders to

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assess the feasibility of a going private transaction. In early August 2003, Mr. Coleman again met with LaSalle regarding the senior debt financing associated with the potential going private transaction.

     On August 12, 2003, Integrity’s board met telephonically. In addition to discussing other matters, Mr. Coleman updated the board with respect to the potential going private transaction. Mr. Coleman informed the board that Kona had received proposals from two subordinated debt lenders, one of which was Key Principal Partners, LLC. Mr. Coleman further informed the board that Alston & Bird, legal counsel to Integrity, and PricewaterhouseCoopers, the independent auditors of Integrity, were engaging in discussions regarding the best way to structure the potential transaction. Mr. Coleman stated that it was his belief that after he decided on a subordinated debt lender, such lender would need to conduct due diligence, with expected completion by late September or early October, and following completion of this diligence, he would present a formal privatization proposal to the board.

     On August 14, 2003, Mr. Coleman had a final meeting with Key Principal Partners, LLC, the subordinated debt lender that presented the most attractive proposal to Mr. Coleman, at Integrity’s headquarters in Mobile, Alabama. Following this meeting and on September 12, 2003, Mr. Coleman executed a non-binding term sheet on behalf of Kona, under which Key Principal Partners proposed to be the subordinated debt lender if a going private transaction were to take place. Key Principal Partners then began to conduct its due diligence in anticipation of executing a commitment letter and continued its due diligence through the end of October 2003.

     On November 6, 2003, Integrity’s board met at Integrity’s headquarters in Mobile, Alabama. At that meeting and in anticipation of the full board meeting the following day, Mr. Coleman distributed a presentation prepared by LaSalle Corporate Finance entitled “Project Vision,” which discussed the strategic alternatives available to Integrity. The following day, on November 7, 2003, the full board met at Integrity’s headquarters. In addition to discussing other items, the board entered into a discussion regarding the strategic alternatives available to Integrity at this time. The board then reviewed the presentation prepared by LaSalle Corporate Finance. Mr. Coleman highlighted several areas of the presentation, specifically the portion tracking Integrity’s stock price over the last few years. He pointed out that several factors have contributed to Integrity’s poor stock performance, including the lack of significant public float in the marketplace, the large stock position held by insiders, the minimal support from institutional investors for the stock, and the growing costs and management distraction of being a public company due to the implementation of the Sarbanes-Oxley Act of 2002. Mr. Coleman estimated that the costs to comply with the Securities and Exchange Commission’s reporting requirements, including new rules and regulations enacted pursuant to the Sarbanes-Oxley Act of 2002, could be as much as $1.2 million annually.

     The board then discussed the alternatives available to Integrity highlighted in the presentation and weighed the benefits and risks for each alternative. The board discussed several alternatives involving a modest share repurchase, but none of these alternatives addressed all of the issues that concern Integrity. The board then turned to the possibility of a sale to a non-strategic acquirer or strategic acquirer, though this option would not be available to Integrity because Mr. Coleman indicated that he was not interested in selling his controlling interest in Integrity. Mr. Coleman then presented three potential acquisition opportunities for Integrity. The board discussed each of these opportunities, evaluating each on the basis of enhancing stockholder value in comparison to a potential transaction involving the privatization of Integrity. Following this discussion, the board agreed that privatizing Integrity should be considered first and opportunities for other acquisitions be considered only after the privatization of Integrity is complete. The members of the board (with Mr. and Mrs. Coleman abstaining) then unanimously approved a resolution recommending that Mr. Coleman present a proposal involving the privatization of Integrity, with the ultimate purpose of enhancing stockholder value. Alston & Bird then distributed a privileged and confidential legal memorandum to the board outlining the timeline with respect to a privatization transaction involving a “negotiated merger” or a “tender offer followed by a short-form merger under Delaware law.” Mr. Coleman expressed his view that the “negotiated merger” alternative is preferable because there would be a higher degree of certainty of being able to successfully complete the transaction. Mr. Coleman then reaffirmed that he had no intention of selling his controlling interest in Integrity. At the conclusion of this board meeting, the board agreed to meet again on November 20, 2003, at which time Mr. Coleman would formally present his privatization proposal.

     On November 11, 2003, Mr. Coleman executed a commitment letter on behalf of Kona with Key Principal Partners, under which Key Principal Partners agreed to be the subordinated debt lender in the proposed privatization

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transaction. In addition, on November 20, 2003, Mr. Coleman executed a commitment letter on behalf of Integrity with LaSalle Bank, under which LaSalle agreed to be the senior debt lender in the proposed privatization transaction. At this point, Mr. Coleman had secured commitments for the necessary financing for the proposed transaction.

     On November 20, 2003, Integrity’s board met telephonically to receive Mr. Coleman’s privatization proposal. Prior to the meeting, a package was distributed to each board member containing the following documents: written privatization proposal, a proposed draft of board resolutions forming a special committee of independent directors, and a proposed draft of a press release announcing Mr. Coleman’s proposal and the formation of a special committee of independent directors. Mr. Coleman provided an overview of his proposal. The proposal was for a merger of Kona, a corporation solely owned by Mr. Coleman, with and into Integrity, with Integrity as the surviving corporation, with the objective of privatizing Integrity. The purpose of the transaction, as stated in the proposal letter, would be to allow Integrity to deregister its common stock under the Securities Exchange Act of 1934 and stop filing the related reports under the Exchange Act. The proposal provided that:

     The proposal letter stated the reasons for proposing the going private transaction were as follows:

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     The proposal acknowledged that a special committee of independent directors would be established to review the proposal, negotiate the terms of the proposed transaction, recommend acceptance or rejection of the proposal and hire its own financial and legal advisors to assist it. The proposal was conditioned upon obtaining the necessary funds to complete the transaction, the execution of a definitive merger agreement containing the terms of the proposal, approval of the transaction by the special committee, the board of directors and a majority of the stockholders of Integrity unaffiliated with Mr. Coleman or the other directors and management of Integrity, receipt of a fairness opinion by the special committee or board of directors and the receipt of all necessary regulatory approvals.

     Following a detailed discussion of Mr. Coleman’s proposal, the board engaged in a discussion regarding the independence of the special committee. Alston & Bird, counsel to Integrity, and Jones Day, acting as counsel to the proposed special committee, reviewed with the board their fiduciary duty under Delaware law in connection with Mr. Coleman’s proposal and the Delaware law related to the role which would be played by a special committee of independent directors. Jones Day then reviewed with the board the proposed special committee members’ responses to the questions regarding independence contained in Integrity’s 2003 Directors’ and Officers’ Questionnaires. In order to update their responses, the three independent board members being considered for membership on the special committee, Jimmy M. Woodward, William A. Jolly and Heeth Varnedoe III, were asked if there had been any changes to the answers they provided in their questionnaires, and specifically whether there was currently any personal or business relationship with Mr. Coleman, his family, or Integrity itself that would impact their decision in this proposed transaction. Messrs. Woodward, Jolly and Varnedoe all confirmed that there had not been any changes to their questionnaires and there was no relationship that would impact their decision in this proposed transaction. They then answered orally, with such answers later confirmed in writing, a series of questions specifically prepared by Jones Day to assist the board in determining the independence of the proposed members of the special committee. Based on all of these responses, the board determined that the proposed members of the special committee were in fact independent.

     The board then turned its attention to resolutions appointing a special committee of independent directors. Mr. Coleman proposed a compensation package to the members of the special committee consisting of a $5,000 retainer plus $500 for each special committee meeting. Given the expected time and effort that would be required of members of a special committee, the board agreed that Mr. Coleman’s proposal was fair compensation. After a thorough discussion of the proposed resolutions, the board unanimously approved (with Mr. and Mrs. Coleman abstaining) the resolutions appointing Messrs. Woodward, Jolly and Varnedoe to serve as members of the special committee. Following the approval of the resolutions appointing the special committee, the board reviewed the proposed draft of the press release to be released before start of business on November 21, 2003. Mr. Coleman indicated that Nasdaq would receive an advance copy of the release and may choose to suspend trading for a period of time. Mr. Coleman summarized the press release, which referred to the formation of the special committee and outlined the key points contained in Mr. Coleman’s proposal. All of the board members agreed on the format and contents of the press release. Mr. Coleman then confirmed again, in response to questions from the special committee, that he was not willing to sell his shares to a third party.

     Immediately following the board meeting, the newly formed special committee held its inaugural meeting. As its first order of business, the special committee elected Mr. Woodward to serve as its chairman. Next, the special committee formally engaged Jones Day as its legal counsel, based upon that firm’s qualifications and experience and the fact that it had not had any prior relationships with Integrity or its officers, or the owners of Kona. Thereafter, the special committee and Jones Day discussed the role of the special committee in the proposed privatization transaction. Jones Day advised the special committee that its duty would be to act solely in the best interests of Integrity’s stockholders who were unaffiliated with Mr. Coleman, Integrity’s management and Kona, and, in so doing, to obtain information from Kona and Mr. Coleman on the basis for Kona’s offer, including the factors Kona and Mr. Coleman considered in deriving the offering price, and to pursue a tangible improvement of the initial offer, while always retaining the right to reject the offer outright if the special committee determined that the offer was not in the best interests of Integrity’s unaffiliated stockholders. The special committee noted that Mr. Coleman had repeatedly maintained and stressed at the earlier board meeting that under no circumstances would he be willing to sell his controlling interest in Integrity, a position reaffirmed in Kona’s offer letter. The special committee requested of Jones Day that during the course of negotiations it require Mr. Coleman to reaffirm his unwillingness to sell his controlling interest in Integrity. Further, the special committee determined to require

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Integrity’s management, including Mr. Coleman, to immediately inform the special committee of any expressed third-party interest in making a competing offer. As the next item of business, the special committee discussed a recommendation of Jones Day, arising from its preliminary due diligence review of Integrity’s records, that the members seek director indemnification agreements with Integrity for any claims arising out of their service on the special committee or as directors generally. The special committee directed Jones Day to draft a form of director indemnification agreement consistent with its recommendations. Finally, the special committee considered the engagement of an independent financial advisor to the special committee for the purpose of assisting the special committee in negotiations with Kona and obtaining an opinion as to the fairness of the transaction.

     On November 25, 2003, the special committee met (with Mr. Varnedoe absent for health reasons) at the offices of Jones Day in Atlanta, Georgia to receive proposals from two financial advisory firms that the special committee anticipated would be familiar with the book and music publishing industry and qualified to render advice and a fairness opinion on any resulting transaction. Representatives from each firm made a detailed presentation to the special committee, and the special committee questioned each firm at length on its prior dealings with Integrity; potential conflicts the firm might have with Integrity, Kona, Mr. Coleman or his affiliates; the process that the special committee should anticipate; each firm’s qualifications and knowledge of the book and music publishing industry; fees and fee structures; and various other matters. After consideration of the presentations from each of the firms, and subject to finalizing fee terms and the receipt of a suitable engagement letter, the special committee decided to retain SunTrust Robinson Humphrey, a nationally recognized investment banking firm, as financial advisor to the special committee.

     Promptly following its engagement, SunTrust Robinson Humphrey commenced a review of the financial and operating performance of Integrity and an evaluation and analysis of Kona’s offer. Concurrently, Jones Day continued to conduct its legal due diligence review of Kona and Integrity.

     On December 4, 2003, Jones Day provided to Alston & Bird a standard form of director indemnification agreement.

     On December 16, 2003, SunTrust Robinson Humphrey conducted an on-site interview of Integrity’s management, including Mr. Coleman. At the meeting, Mr. Coleman (1) discussed the historical financial results and the business and prospects of Integrity, (2) discussed the proposed transaction, including its rationale, its structure, valuation methodologies used by LaSalle Corporate Finance, Kona’s financial advisor, Kona’s funding sources and status, and the proposed timeline, (3) reviewed Integrity’s operating performance, (4) reviewed projections for the remainder of 2003 and 2004 and longer-term projections, including the assumptions made by management for purposes of these projections, and (5) discussed current trends in the music publishing industry, including issues related to music piracy.

     On December 17, 2003, the special committee met telephonically with its financial and legal advisors to receive a status report from SunTrust Robinson Humphrey. After discussion, the special committee reminded SunTrust Robinson Humphrey to reconfirm whether Integrity had received any indications of interest from third parties regarding competing offers, and whether Mr. Coleman had altered his stance on refusing to sell, or consider a sale of, his controlling interest in Integrity. Later that day, SunTrust Robinson Humphrey made a supplemental due diligence request of Integrity’s management and, as directed by the special committee, confirmed that Integrity’s management had neither received any competing offers nor had any discussions about possible offers or indications of interest, official or otherwise, with any third parties since the announcement of the proposed transaction, and that Mr. Coleman remained unwilling to sell his controlling interest in Integrity.

     On December 18, 2003, SunTrust Robinson Humphrey and Mr. Coleman engaged in a telephone conversation in which Mr. Coleman answered additional questions raised by SunTrust Robinson Humphrey with respect to its December 16, 2003 on-site interview of Integrity’s management, including Mr. Coleman.

     On December 19, 2003, Alston & Bird provided to the special committee and Jones Day a draft of a merger agreement by which Kona would merge with and into Integrity, with Integrity as the surviving corporation, providing for cash consideration to Integrity’s unaffiliated stockholders of $6.25 per share of common stock, as well as providing for the $2.5 million “cash-out” for Mr. Coleman described in his proposal letter.

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     On December 22, 2003, Alston & Bird provided to Jones Day comments on the form of director indemnification agreement. Alston & Bird indicated its view that the agreements should apply generally to all members of Integrity’s board of directors.

     On December 23, 2003, the special committee met telephonically with its financial and legal advisors (with Mr. Varnedoe absent for health reasons) to receive SunTrust Robinson Humphrey’s preliminary views of its valuation of Integrity. SunTrust Robinson Humphrey also explained the various assumptions made in its analyses, including the use of various metrics used in the valuation of Integrity.

     On January 5, 2004, SunTrust Robinson Humphrey met telephonically with PricewaterhouseCoopers, Integrity’s independent auditors, and Donald S. Ellington, Integrity’s Senior Vice President of Finance and Administration, to discuss Integrity’s historical audited financial statements.

     At a meeting at the Atlanta, Georgia offices of Jones Day on January 6, 2004, with all of the members of the special committee in attendance (with Mr. Varnedoe participating by telephone), SunTrust Robinson Humphrey presented its valuation of Integrity. After updating the special committee on its due diligence efforts, SunTrust Robinson Humphrey summarized the proposed privatization transaction. Next, SunTrust Robinson Humphrey described the various methodologies it employed for determining a fair value of Integrity’s common stock, including: (1) a “selected reference company analysis,” which applied multiples of specified performance metrics to selected publicly traded comparable companies in the book and music publishing industries, (2) a “selected reference transaction analysis,” which applied multiples of specified performance metrics to recently announced acquisition transactions in the book and music publishing industries, (3) a “premiums paid analysis,” which reviewed premiums paid in certain recently announced “going-private” transactions with management participation and in certain recent similar-sized transactions; and (4) a “discounted cash flow analysis,” which valued Integrity’s business based upon projected results of operations. SunTrust Robinson Humphrey explained the data compilation process associated with each of these methodologies, as well as reviewed the assumptions made in its analyses, including the relative importance attached to various metrics used to value Integrity. SunTrust Robinson Humphrey also explained that the compilation and analytical work necessary to present its final valuation report remained incomplete at this time. Following SunTrust Robinson Humphrey’s presentation and discussion among the special committee, SunTrust Robinson Humphrey and Jones Day, the special committee determined that Kona’s offering price of $6.25 per share was inadequate from a financial point of view to Integrity’s unaffiliated stockholders. After further discussion of possible responses, the special committee directed SunTrust Robinson Humphrey to respond to Kona that, based on the information available to it, a price approaching $8.00 per share would be appropriate.

     On January 7, 2004, SunTrust Robinson Humphrey contacted Mr. Coleman to deliver the special committee’s response. On that same date, at the request of the special committee, Jones Day contacted Alston & Bird to gain a better understanding of the $2.5 million “cash-out” provision for Mr. Coleman. Jones Day conveyed to Alston & Bird the special committee’s concerns regarding the “cash-out” provision.

     On January 9, 2004, Mr. Coleman and Mr. Woodward discussed telephonically the special committee’s response. Mr. Woodward explained the methods and process used by SunTrust Robinson Humphrey in developing a preliminary fairness range, how the special committee’s reference to $8.00 as an appropriate per share price was based on Integrity’s five year financial projections and estimate that it would save $500,000 annually by virtue of being a private company. Mr. Woodward again expressed the special committee’s concern with respect to the $2.5 million “cash-out” provision for Mr. Coleman.

     On January 12, 2004, LaSalle Corporate Finance met telephonically with SunTrust Robinson Humphrey. LaSalle Corporate Finance informed SunTrust Robinson Humphrey that Mr. Coleman had withdrawn the $2.5 million “cash-out” and determined that any revised offer Kona may make in response to the special committee’s position would not include such provision. In so doing, LaSalle Corporate Finance indicated that Kona was concerned that Integrity’s working capital requirements post-transaction would be greater and more volatile than originally anticipated. Despite this development, SunTrust Robinson Humphrey was assured that the five year projections used by Kona and LaSalle Corporate Finance (the same projections used by Integrity’s management for budgeting purposes and the same projections sent to SunTrust Robinson Humphrey for its valuation) remained valid. LaSalle Corporate Finance indicated that it was unlikely Kona would be able to increase its per share offer to more than $6.375, given the anticipated limitations in the subordinated debt terms on the amount of senior debt that could be used to finance the proposed privatization transaction.

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     On January 12 and 13, 2004, LaSalle Corporate Finance and SunTrust Robinson Humphrey updated Mr. Coleman and the special committee, respectively, regarding the results of their January 12, 2004 meeting.

     In the meantime, Jones Day, in consultation with members of the special committee, prepared a response to the draft merger agreement presented by Kona. At the special committee’s request, Jones Day sought to negotiate changes in the merger agreement that would shift certain risks in the proposed transaction away from Integrity and to Kona and Mr. Coleman. On January 8, 2004, Jones Day sent to Alston & Bird a revised draft merger agreement, which, among other things:

     On January 14, 2004, LaSalle Corporate Finance telephoned SunTrust Robinson Humphrey to relay that Mr. Coleman would be meeting with Kona’s lenders later that week to formulate a response to the special committee. He would also be updating the lenders on Integrity’s results of operations for the last two months of 2003. SunTrust Robinson Humphrey was promised unredacted copies of commitment letters from Kona’s lenders.

     On January 15, 2004, SunTrust Robinson Humphrey requested financial statements for November and December 2003 from Integrity.

     On January 15 and 16, 2004, Mr. Coleman and Mr. Ellington met with Key Principal Partners at its offices in Cleveland, Ohio and LaSalle Bank at its offices in St. Louis, Missouri, respectively. Messrs. Coleman and Ellington updated Key and LaSalle Bank on Integrity’s 2003 results, its 2004 financial outlook and its financing needs, and discussed the specific changes to Key’s and LaSalle Bank’s commitment letters that were necessary for the transaction to move forward. Mr. Coleman also informed Key and LaSalle Bank that he had removed the $2.5 million “cash-out” provision from his proposal to the special committee because Integrity would need that money in addition to its own cash flow to support operations in 2004. The parties also discussed how high a per share price Key and LaSalle Bank would support in the privatization process.

     On January 20, 2004, the special committee met telephonically with its financial and legal advisors to discuss the results of SunTrust Robinson Humphrey’s revised analyses, in light of the newly received financial statements and complete information on the terms of Kona’s proposed financing. SunTrust Robinson Humphrey advised that Kona would be limited as to the amount of senior debt it could use to finance the proposed transaction. SunTrust Robinson Humphrey advised that, as a result of larger-than-projected debt levels at year end, Integrity would have reduced ability to access additional borrowings to fund its working capital requirements than had originally been projected. These two factors, in SunTrust Robinson Humphrey’s view, would limit significantly Kona’s ability to improve its original offer.

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     On January 21, 2004, Mr. Coleman updated Mr. Woodward with respect to his meetings with Key and LaSalle Bank and Integrity’s 2004 financial projections. Mr. Coleman also indicated that in order to move forward with a per share price higher than $6.25, Integrity would need to obtain a $12 million revolving line of credit from LaSalle Bank. Mr. Coleman indicated that he could likely only raise his per share price by $0.125 but would agree to remove the $2.5 million “cash-out” provision from his proposal to the special committee because Integrity would need that money in addition to its own cash flow to support operations in 2004. Mr. Coleman expressed the need to obtain new commitment letters from Key and LaSalle Bank, which would provide for a $12 million revolving line of credit from LaSalle Bank and increase the permissible debt levels allowed by Key. Mr. Coleman also raised concerns about the special committee’s comments to the draft of the merger agreement. Later that day, Mr. Coleman sent to the special committee and SunTrust Robinson Humphrey a final budget for fiscal year 2004 for Integrity. This budget was an updated version from that sent to SunTrust Robinson Humphrey in mid-December.

     On January 26, 2004, the special committee met telephonically with its financial and legal advisors to discuss developments earlier in the week. Mr. Woodward advised that in a conversation with Mr. Coleman on January 21, 2004, Mr. Coleman had stated that it was unlikely that Kona could increase its offer by more than $0.125 per share. SunTrust Robinson Humphrey reported that it had received additional assurances from Integrity’s management that the new projections sent to SunTrust Robinson Humphrey were identical to those used by Integrity’s management for budgeting purposes and by Kona and LaSalle Corporate Finance for purposes of the offer. The special committee asked SunTrust Robinson Humphrey to evaluate preliminarily the fairness of $6.50 per share, in anticipation that a new offer would be forthcoming from Kona that would likely not exceed that amount. Next, Jones Day updated the special committee on Jones Day’s efforts thus far in negotiating the terms and conditions of the merger agreement with Alston & Bird, noting that significant open issues primarily concerned assumption of the financial risks associated with the proposed privatization transaction, including payment of fees and expenses upon termination, and the threshold requirements for determining what would constitute a superior proposal and whether the board would have the authority to pursue such superior proposal.

     On January 28, 2004, Mr. Coleman updated Key and LaSalle Bank with respect to the status of the transaction and requested that LaSalle Bank obtain loan committee approval for a $12 million revolving line of credit and both Key and LaSalle Bank issue new commitment letters. Mr. Coleman also discussed with Key the highest per share price Key would be willing to support. Also on January 28, 2004, Alston & Bird provided to the special committee and Jones Day a revised draft of the merger agreement. Among other things, the revised draft removed the provision for the $2.5 million “cash out” for Mr. Coleman, but continued to include a broad financing condition for Kona, a requirement that the board could not terminate the merger agreement unless it received a superior proposal for 50% or more of Integrity’s outstanding common stock and a restriction on the board’s ability to pursue a superior proposal. In addition, Mr. Coleman did not agree to pay Integrity’s expenses under any circumstances.

     On January 28 and 30, 2004, Mr. Coleman had two telephone conversations with Mr. Woodward in which Mr. Coleman presented a final per share offer of $6.50 and again confirmed the removal of the $2.5 million “cash-out” provision due to Integrity’s cash needs. Mr. Coleman also discussed the latest 2004 final budget and the predicted cash flow needs of the business in 2004.

     On January 29, 2004, LaSalle Corporate Finance met telephonically with SunTrust Robinson Humphrey at which time SunTrust Robinson Humphrey requested that Integrity prepare a new five year financial model that would include Integrity’s estimated costs of remaining a public company. The previous model provided by Integrity did not include any public company costs and SunTrust Robinson Humphrey had relied on an estimate from Integrity that its annual public company costs were $500,000. On January 30, 2004, LaSalle Corporate Finance updated Mr. Coleman with respect to this request.

     On February 2, 2004, SunTrust Robinson Humphrey contacted LaSalle Corporate Finance to request a conference call with Mr. Coleman to discuss the revised five year projections for Integrity, as well as to discuss any changes or updates to the business or its prospects since mid-December 2003. SunTrust Robinson Humphrey also requested a list of subordinated debt and senior debt lenders from whom Kona and LaSalle Corporate Finance solicited financing and with whom they negotiated Kona’s debt financing. Finally, SunTrust Robinson Humphrey requested an opportunity to speak with Key Principal Partners, the proposed subordinated-debt provider, to discuss the terms of its commitment letter to Kona.

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     Also on February 2, 2004, Mr. Coleman and LaSalle Corporate Finance discussed the results of the five year model Integrity prepared for SunTrust Robinson Humphrey. In the process of preparing this model, Integrity realized that its $500,000 per year estimate of the costs of remaining a public company was based on historical costs and did not take into account the implementation of the Sarbanes-Oxley Act of 2002. Due to the implementation of the Sarbanes-Oxley Act of 2002, Integrity’s costs of remaining a public company could be as much as $850,000 in 2004 and $1.25 million per year beginning in the year 2005, including both internal and external costs. Mr. Coleman and LaSalle Corporate Finance agreed that these per year estimates should be included in Integrity’s new five year model. LaSalle Corporate Finance also informed Mr. Coleman that SunTrust Robinson Humphrey had requested a telephonic meeting with Mr. Coleman and Mr. Ellington with respect to the new five year model and other due diligence items.

     On February 3, 2004, Mr. Coleman and LaSalle Corporate Finance reviewed the revised 2004 budget and five year financial projections, both of which now included the updated estimated costs for compliance with the Securities and Exchange Commission’s reporting requirements, including the Sarbanes-Oxley Act of 2002. Also on February 3, 2004, Mr. Coleman sent a revised proposal letter to the board of directors. In the letter, Mr. Coleman stated his willingness to increase the original proposal from $6.25 per share to $6.50 per share, a premium in excess of 82% over the market price of the shares of Integrity common stock on November 20, 2003, one day prior to the public announcement of the original proposal. The revised proposal reiterated that Mr. Coleman was not willing to sell his controlling interest in Integrity and formally withdrew the $2.5 million “cash-out” provision for Mr. Coleman. Kona’s offer remained subject to, among other things, Kona obtaining financing for the transaction and approval by a majority of stockholders unaffiliated with Mr. Coleman, Kona, Integrity and its continuing management, and their respective affiliates.

     On February 4, 2004, SunTrust Robinson Humphrey spoke with Mr. Coleman and LaSalle Corporate Finance about the revised 2004 and five-year projections for Integrity, which included revised estimates of Integrity’s costs for compliance with the Securities and Exchange Commission’s reporting requirements, and about the terms of the proposed financing for the transaction.

     On February 11, 2004, the special committee met telephonically with its financial and legal advisors to discuss Kona’s improved offer and SunTrust Robinson Humphrey’s initial analysis of the new offer. SunTrust Robinson Humphrey reported that it had received, and discussed with Mr. Coleman and LaSalle Corporate Finance, revised projections on the costs for compliance with the Securities and Exchange Commission’s reporting requirements. SunTrust Robinson Humphrey advised that the revised projections appeared reasonable, after discussions during the prior week with Integrity’s management and LaSalle Corporate Finance. SunTrust Robinson Humphrey also reported on its analysis of the terms and conditions outlined in Kona’s commitment letter from Key Principal Partners. After discussions with Mr. Coleman about the revised offer, SunTrust Robinson Humphrey advised the special committee of its belief that the improved offer price would be Kona’s highest offer. SunTrust Robinson Humphrey informed the special committee that Integrity had received no indications of third-party interest or similar inquiries, despite the public announcement of Kona’s offer on November 21, 2003. SunTrust Robinson Humphrey indicated that it expected to be able to conclude, at the appropriate time, that Kona’s revised offer of $6.50 per share, would be fair to Integrity’s public stockholders from a financial point of view. Jones Day next reviewed the status of negotiations on the terms and conditions of the merger agreement. Mr. Coleman had agreed to be added as a party to the merger agreement. He had not agreed to removal of the financing contingency, but had agreed to make certain representations as to the financing commitments and using commercially reasonable efforts to secure new financing on similar terms should the current financing fail. The primary open issue continued to be the allocation of financial risk—specifically, the obligation to pay fees and expenses in the event of termination of the transaction and the threshold offer level for a superior proposal entitling the board to cancel the transaction. The special committee authorized Jones Day to negotiate these final issues with Alston & Bird. Following this meeting, Mr. Woodward updated Mr. Coleman with respect to the special committee’s discussions.

     On February 13, 2004, Jones Day sent to Alston & Bird comments on the revised draft merger agreement, which, among other things:

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     On February 17, 2004, Jones Day and Alston & Bird met at the latter’s Atlanta, Georgia offices to discuss the terms and conditions of the merger agreement, including Jones Day’s latest comments to the most recent Alston & Bird draft. Alston & Bird, on behalf of Kona and Mr. Coleman, agreed to scale back significantly the scope of Integrity’s representations and warranties, and to pay Integrity’s expenses up to $100,000 in the event the merger agreement is terminated due to their breach. Integrity agreed to pay Mr. Coleman’s expenses, up to $400,000, upon Integrity’s breach, an adverse recommendation by the special committee on the merger or in the event that the board terminates the merger agreement in response to the receipt of a superior proposal. Further, Alston & Bird indicated that Mr. Coleman might be willing to accept a lower threshold offer level for determining what would constitute a superior proposal: a third-party offer to purchase 38.44% of Integrity’s outstanding common stock, a percentage that equaled the percentage of shares held by stockholders unaffiliated with Mr. Coleman, Kona, continuing management or their respective affiliates. Alston & Bird also indicated that, because Mr. Coleman is unwilling to sell his controlling interest in Integrity, Mr. Coleman would not give the board the authority to pursue or enter into a definitive agreement with respect to a superior proposal.

     On February 18, 2004, Key Principal Partners delivered a revised commitment letter to Mr. Coleman, which was immediately forwarded to the special committee, Jones Day and SunTrust Robinson Humphrey.

     On February 19, 2004, Messrs. Coleman and Woodward discussed the remaining transaction terms that were still in dispute between the parties, including the $6.50 per share price.

     On February 23, 2004, the special committee met telephonically with its financial and legal advisors to receive an update on the status of negotiations between Jones Day and Alston & Bird. Two significant issues remained open: (1) whether Kona and Mr. Coleman would pay any of Integrity’s fees and expenses upon termination of the merger agreement if a majority of Integrity’s unaffiliated stockholders reject the merger, and (2) the threshold offer level of a superior proposal that would allow the board to terminate the merger agreement. The special committee discussed these issues at length and considered whether it wished to shift more financial risk to Kona and Mr. Coleman. After discussion of these two issues, the special committee authorized Jones Day to accept the proposed threshold of 38.44% to constitute a superior proposal, and to offer that, should the merger agreement be terminated because a majority of unaffiliated stockholders rejected the offer, Integrity would pay up to 50% of Mr. Coleman’s and Kona’s expenses. Finally, Jones Day reported that Mr. Coleman’s legal counsel had reconfirmed Mr. Coleman’s position on his stake in Integrity and that Integrity had received no indications of interest from any third parties about a competing offer.

     On February 25, 2004, subsequent to a regular meeting of the board at Integrity’s corporate headquarters, the special committee and its legal advisor met with Kona and its legal advisor to negotiate final terms of the merger agreement. The special committee and Mr. Coleman reached an agreement that Integrity would pay half of Mr. Coleman’s fees in the event the merger agreement is terminated because a majority of the unaffiliated stockholders did not approve the merger. The special committee requested, and Mr. Coleman agreed, that the surviving corporation would not use proceeds from the financing provided for the merger to redeem or repurchase, directly or indirectly, shares of common stock of the surviving company held by Mr. Coleman or any other continuing stockholders. Reaching agreement in principle, the special committee and Kona directed their respective legal counsel to finalize the terms of the merger agreement.

     During the next few days, Jones Day and Alston & Bird finalized the language of the merger agreement, as well as completed negotiations over the terms and conditions of the indemnification agreement under consideration for Integrity’s board of directors.

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     On February 27, 2004, LaSalle Bank informed Mr. Coleman that it had approved the $12 million revolving line of credit and sent him a new commitment letter, which was immediately forwarded to the special committee, Jones Day and SunTrust Robinson Humphrey.

     At a meeting at the Atlanta, Georgia offices of Jones Day on March 1, 2004, with all of the members of the special committee in attendance, Jones Day, counsel to the special committee, made a presentation to the special committee regarding its duties. Jones Day once again advised the special committee that its duty was to act solely in the best interests of Integrity’s unaffiliated stockholders. Jones Day reminded the special committee that it retained the right to reject the offer outright if the special committee determined that the offer was not in the best interests of Integrity’s unaffiliated stockholders. The special committee acknowledged that Mr. Coleman’s stated intention not to sell his controlling interest in Integrity had not changed, and that no third party had contacted Integrity’s management to make, or even discuss, an offer for any interest in Integrity following the November 21, 2003 announcement. Next, Jones Day summarized the special committee’s efforts thus far, including hiring independent legal counsel and an independent financial advisor, overseeing a due diligence process, reviewing a valuation of Integrity and negotiating the terms and conditions of a merger agreement. At this point, SunTrust Robinson Humphrey presented its final valuation of Integrity, summarizing the proposed privatization transaction, describing the various methodologies it employed for determining a fair value of Integrity’s common stock, explaining the data compilation process associated with each of these methodologies, as well as reviewing the assumptions made in its analyses, including the use of various metrics used in the valuation of Integrity. After discussion, SunTrust Robinson Humphrey gave an oral opinion (which opinion was confirmed in writing that day) to the effect that, as of such date, the consideration to be received by the Integrity’s unaffiliated stockholders is fair from a financial point of view. Next, the special committee turned to the final form of merger agreement, and Jones Day reviewed with the special committee the terms and conditions that had been negotiated. After its review of all relevant factors, including the advice and fairness opinion of SunTrust Robinson Humphrey, and Mr. Coleman’s representation with regard to maintenance of his controlling interest in Integrity, and upon a motion duly made and seconded, the special committee approved and declared advisable the merger and the merger agreement, subject to approval by the stockholders of Integrity; declared that (1) it is in the best interests of Integrity’s unaffiliated stockholders that Integrity enter into the merger agreement and consummate the merger on the terms and subject to the conditions set forth in the merger agreement and (2) the terms and conditions of the merger agreement and the merger are fair to Integrity’s unaffiliated stockholders; and recommended to the full board of directors that (X) the board approve the merger and the merger agreement, (Y) the merger agreement be submitted, as promptly as practicable, to a vote for adoption at a meeting of the Integrity’s stockholders duly called and held, and (Z) the board recommend that Integrity’s stockholders adopt the merger agreement.

     Immediately following adjournment of the special committee meeting, a meeting of the full board of directors was convened. All members of the board were in attendance (with Mrs. Coleman and Charles V. Simpson participating by telephone). Alston & Bird presented the final negotiated agreement to the board, and reviewed its major provisions, including the negotiated changes from the original draft. Prior to entertaining a motion to vote on the merger agreement, Alston & Bird next presented the final negotiated form of director indemnification agreement. Alston & Bird reviewed its major terms and conditions, and advised the board that it was the view of Alston & Bird and Jones Day that such director indemnification agreements are reasonable and appropriate under the circumstances. Upon a motion duly made and seconded, the board approved the form of director indemnification agreement and authorized Integrity to enter into such agreements with the current directors and any future directors. The board then recommenced discussion of the merger agreement and the proposed privatization transaction. Mr. Woodward, as chairman of the special committee, presented a report of the special committee’s deliberations, including its resolutions to approve the merger agreement and recommend the merger to the full board and Integrity’s stockholders. Mr. Jolly then asked Mr. Coleman, once more, whether (1) Integrity’s management had received any indication of interest from a third party regarding a business combination or similar transaction and (2) there were any circumstances under which Mr. Coleman would be willing to sell his controlling interest in Integrity. Answering both questions in the negative, Mr. Coleman then proceeded to entertain a motion regarding the merger agreement and the merger. Upon a motion duly made and seconded, and with Mr. and Mrs. Coleman abstaining, the board unanimously approved the merger and the merger agreement and declared the merger and the merger agreement to be in the best interests of Integrity and its public stockholders, directing that the merger agreement be submitted to Integrity’s stockholders at a special meeting of stockholders, and recommending that the stockholders approve the merger agreement. Accordingly, your board recommends that you vote FOR adoption of the merger agreement.

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     In considering the recommendation of the special committee and the board of directors, stockholders should be aware that certain of our officers and directors have interests that are different from, or in addition to, those of our stockholders. See “SPECIAL FACTORS – Position of Integrity, Kona and the Colemans as to Purposes, Reasons, Alternatives and Effects of the Merger,” “ – Interests of Certain Directors of Integrity; Appointment of Special Committee,” ” – Merger Consideration to be Received by Directors of Integrity Other Than the Colemans,” “ – Continuing Equity Interests of the Officers of Integrity Other Than Mr. Coleman,” “ – Continuing Equity Interests of the Colemans,” “ – Treatment of Stock Options Held by the Directors of Integrity Other Than the Colemans” and “ – Treatment of Stock Options Held by the Officers of Integrity.”

Recommendation of the Board of Directors; Fairness of the Merger

     The special committee of the board of directors has unanimously determined that the terms and conditions of the merger agreement and the merger are advisable, fair to and in the best interests of Integrity’s public stockholders. The special committee unanimously recommended to the board of directors that the merger agreement be adopted and the merger be approved. The special committee considered a number of factors, as more fully described above under “— Background of the Merger” and as described below under “— Reasons for the Special Committee’s Recommendation,” in making its recommendation. After careful consideration, the board of directors of Integrity, acting in part upon the unanimous recommendation of the special committee, unanimously approved (with the Colemans abstaining) the merger and merger agreement and declared the merger agreement and the consummation of the merger and the other transactions contemplated by the merger agreement on the terms and conditions set forth in the merger agreement advisable and in the best interests of Integrity and its public stockholders and, accordingly, recommends that you vote “FOR” adoption of the merger agreement.

Reasons for the Special Committee’s Recommendation

     In connection with the recommendation of the special committee and, based upon such recommendation, the subsequent unanimous approval by the board of directors (with Mr. and Mrs. Coleman abstaining) of the merger agreement and the merger with Kona, and the board’s determination to recommend that Integrity’s stockholders approve the merger, the special committee consulted with Integrity’s management and with its financial and legal advisors, and considered a number of factors, the principal ones being the following:

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     The special committee also considered the following factors, among others, relating to the procedural fairness involved in the negotiation and approval of the merger and the merger agreement:

     In addition, the special committee also identified and considered several potentially negative factors as risks to be balanced against the positive factors listed above, including the following, the order of which does not necessarily reflect their relative significance:

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     After considering all of what the special committee determined to be relevant factors, as well as the form and amount of consideration to be paid, the special committee concluded that, on balance, the potential benefits to our company and our stockholders in effecting the merger outweighed the associated risks.

     The discussion of the factors considered by the special committee of the board is not intended to be exhaustive. In view of the variety of material factors considered in connection with its evaluation of the merger, the special committee did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination. In addition, the special committee conducted an overall analysis of the factors described above and, in considering these factors, individual members of the special committee may have given different weights to different factors. The special committee considered all of these factors as a whole, and ultimately considered the factors to be favorable to, and to support, its determination.

Position of the Board of Directors as to Fairness of the Merger

     The board of directors consists of six directors, three of whom served on the special committee, one of whom is the sole stockholder of Kona and one of whom is the spouse of the sole stockholder of Kona. At a meeting of the board of directors on March 1, 2004, the special committee, with its legal advisors participating, reported to the entire board of directors on its negotiation of the merger agreement and evaluation of the terms of the merger. Based on the course of the special committee’s negotiations with Kona, and including the advice and fairness opinion of SunTrust Robinson Humphrey, its financial advisor, and Mr. Coleman’s representation with regard to maintenance of his controlling interest in Integrity, the special committee advised the board of directors that in its opinion the merger is advisable, fair to and in the best interests of Integrity’s public stockholders.

     Because of their conflict of interest in the merger, P. Michael Coleman and Jean C. Coleman were present at, but did not participate in, deliberations or voting with respect to the merger or the merger agreement. The board of directors, other than the Colemans, considered the analysis performed by, and the conclusions and the recommendations of, the special committee. In view of the wide variety of factors considered in its evaluation of the proposed merger, the board of directors did not find it practicable to quantify or otherwise assign relative weights to, and did not make specific assessments of, the specific factors considered in reaching its determination. Rather, the board of directors based its position on the totality of the information presented and considered, including SunTrust Robinson Humphrey’s opinion to the special committee. In connection with its consideration of the recommendation of the special committee, as part of its determination with respect to the merger, the board of directors adopted the conclusion, and the analysis underlying such conclusion, of the special committee, based upon its view as to the reasonableness of that analysis. Therefore, the board of directors, based in part on the unanimous recommendation of the special committee and the opinion of SunTrust Robinson Humphrey addressed to the special committee, recommends that you vote “FOR” the adoption and approval of the merger agreement and the approval of the merger.

     The board of directors believes that the merger, the merger agreement and the related transactions are substantively and procedurally fair to and in the best interests of Integrity’s public stockholders for all of the reasons set forth above even though no disinterested representative, other than the special committee and its legal and financial advisors, was retained to act solely on behalf of the unaffiliated stockholders. See “Special Factors – Recommendation of the Board of Directors; Fairness of the Merger,” and “– Reasons for the Special Committee’s Recommendation.” In addition, with respect to procedural fairness, the board of directors established a special committee, consisting of three independent directors. In reaching its conclusions regarding fairness, the board considered the interests of both the Class A common stockholders other than the continuing stockholders and the continuing stockholders. The board concluded that the merger is substantively and procedurally fair to both groups based on the factors discussed below.

     The board of directors believes that it was not necessary to retain a disinterested representative to negotiate on behalf of the unaffiliated stockholders because:

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     In reaching its conclusions, the board of directors considered it significant that:

     With respect to those Integrity stockholders whose shares will not be cashed-out in the merger, the board considered as a reason against the merger the adverse effect of the loss of a public trading market for the Class A common stock. The board considered that each of the continuing stockholders is an officer of Integrity and should not be adversely affected by the lack of publicly available information on Integrity when it ceases to file Exchange Act reports. The board believes that these factors are more than offset by the benefits to Integrity created by the lower costs and other benefits of becoming a private company. Management estimates that Integrity will achieve substantial cost savings from reduced legal and accounting fees, printing and mailing costs, and other incidental costs of remaining an Exchange Act reporting company, including the additional costs associated with new rules and regulations enacted pursuant to the Sarbanes-Oxley Act of 2002. The termination of the Exchange Act registration will make most provisions of the Exchange Act, such as the requirement to file quarterly and annual reports with the SEC, the short-swing profit recovery provisions of Section 16(b), the requirement of furnishing a proxy or information statement in connection with stockholders’ meetings and the new corporate governance requirements under the Sarbanes-Oxley Act of 2002 no longer applicable to Integrity. The board believes this termination will have the effect of avoiding additional future costs to Integrity. In addition, there will be other benefits which are

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difficult to quantify from reduced management distraction and reallocation of internal resources associated with maintaining Integrity’s Exchange Act registration.

     The members of the board of directors did not consider the net book value or liquidation value of Integrity to be material to their conclusion regarding the fairness of the merger because it is their view that neither book value nor liquidation value accurately reflects the value of Integrity in light of the nature of its business and assets. The going concern value of Integrity was considered a more meaningful measure to evaluate the fairness of the merger. The members of the board of directors considered the analyses performed by SunTrust Robinson Humphrey to be an appropriate indication of the going concern value of Integrity.

     After careful consideration, the board of directors of Integrity, acting in part upon the unanimous recommendation of the special committee and adopting the conclusions and analysis of the special committee, unanimously determined (with the Colemans abstaining) that the merger is advisable, fair to and in the best interests of Integrity’s public stockholders and has adopted the merger agreement and, accordingly, recommends that you vote “FOR” adoption of the merger agreement. The recommendation of the board of directors was made after consideration of all the material factors, as described above.

Position of Kona and the Colemans as to Fairness of the Merger

     The rules of the SEC require Kona and P. Michael and Jean C. Coleman to express their belief as to the fairness of the merger agreement and the proposed merger to our public stockholders. The Colemans were not part of, and did not participate in the deliberations of, the special committee. Although both Mr. and Mrs. Coleman are members of our board of directors, they were present but did not participate in the deliberations of the board of directors with respect to the merger described above under “Special Factors — Position of the Board of Directors as to Fairness of the Merger.” Based on their belief regarding the reasonableness of the conclusions and analyses of the special committee and the board of directors, Kona and the Colemans adopted the conclusions and analyses of the special committee and the board of directors described above and believe that the $6.50 per share merger consideration is fair to Integrity’s Class A common stockholders receiving cash. In making this determination, Kona and the Colemans considered the following factors:

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     In reaching their determination as to fairness, neither Kona nor the Colemans ranked or assigned specific weight to particular factors, but rather considered all of the foregoing factors as a whole to support their belief that the merger is fair to the public stockholders of Integrity. This belief, however, should not be construed as a recommendation to stockholders as to how they should vote on the merger.

     Neither Kona nor the Colemans considered the net book value or liquidation value of Integrity to be material to their conclusion regarding the fairness of the merger because it is their view that neither book value nor liquidation value accurately reflects the value of Integrity in light of the nature of its business and assets.

Opinion of SunTrust Robinson Humphrey

     The special committee of the board of directors of Integrity has engaged SunTrust Robinson Humphrey as its financial advisor in connection with the merger. The special committee selected SunTrust Robinson Humphrey because of its expertise, reputation and familiarity the specialty publishing industry.

     On March 1, 2004, at a meeting of the special committee held to consider the proposed merger, SunTrust Robinson Humphrey, at the request of the special committee, delivered an oral and written opinion that, as of the date of such opinion and based upon and subject to certain matters stated therein, the consideration to be received in the merger by the holders of Class A common stock of Integrity other than the continuing stockholders (the “Non-Continuing Stockholders”) is fair, from a financial point of view, to such holders.

     The full text of SunTrust Robinson Humphrey’s written opinion, dated March 1, 2004, to the special committee, which sets forth the assumptions made, matters considered and limitations on the review undertaken, is attached as Appendix B to this Proxy and is incorporated herein by reference. The description of the SunTrust Robinson Humphrey opinion set forth herein is qualified in its entirety by reference to the full text of the SunTrust Robinson Humphrey opinion. Holders of Integrity’s common stock are urged to read the opinion in its entirety.

     SunTrust Robinson Humphrey’s opinion is directed to the special committee and relates only to the fairness, from a financial point of view, of the consideration to be received by the holders of common stock of Integrity that are Non-Continuing Stockholders in the proposed merger. SunTrust Robinson Humphrey’s opinion does not address any other aspect of the proposed merger and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act on any matter relating to the merger.

Material and Information Considered with Respect to the Merger

     In arriving at its opinion, SunTrust Robinson Humphrey reviewed and analyzed, among other things: (i) the merger agreement; (ii) certain publicly available information concerning Integrity that SunTrust Robinson Humphrey believed to be relevant to its analysis; (iii) certain financial and operating information with respect to the business, operations and prospects of Integrity furnished to SunTrust Robinson Humphrey by Integrity; (iv) the trading history of Integrity’s Class A common stock; (v) a comparison of the historical financial results, projected financial results and present financial condition of Integrity with those of publicly-traded companies that SunTrust Robinson Humphrey deemed relevant; (vi) historical data relating to the percentage premiums paid in acquisitions of publicly traded companies; and (vii) a comparison of the financial terms of the proposed merger with publicly available financial terms of certain other recent transactions that SunTrust Robinson Humphrey deemed relevant. In addition, SunTrust Robinson Humphrey had discussion with Integrity’s management concerning its business, operations, assets, present conditions and future prospects and undertook such other studies, analyses and investigations as SunTrust Robinson Humphrey deemed appropriate.

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     In rendering its opinion, SunTrust Robinson Humphrey assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information discussed with or reviewed by it in arriving at its opinion. With respect to the financial forecasts of Integrity provided to or discussed with it, SunTrust Robinson Humphrey assumed, at the direction of the management of Integrity and without independent verification or investigation, that such forecasts were reasonably prepared on bases reflecting the best currently available information, estimates and judgments of the management of Integrity as to the future financial performance of Integrity. In arriving at its opinion, SunTrust Robinson Humphrey has not conducted a physical inspection of the properties or facilities of Integrity and has not made, nor obtained, any evaluations or appraisals of the assets and liabilities (including, without limitation, any environmental liabilities), contingent or otherwise, of Integrity. The special committee did not authorize SunTrust Robinson Humphrey to solicit, and SunTrust Robinson Humphrey did not solicit, any indications of interest from third parties with respect to the purchase of all or a part of Integrity’s business. SunTrust Robinson Humphrey also relied upon Mr. Coleman’s statement that he is unwilling to, and will not, sell, transfer or otherwise dispose of Integrity’s Class A common stock and Integrity’s Class B common stock in which he has a pecuniary interest to a third party.

     The SunTrust Robinson Humphrey opinion is necessarily based upon market, economic and other conditions as they existed and could be evaluated on, and on the information made available to SunTrust Robinson Humphrey, as of the date of its opinion. The financial markets in general and the market for the common stock of Integrity, in particular, are subject to volatility, and SunTrust Robinson Humphrey’s opinion did not address potential developments in the financial markets or the market for the common stock of Integrity after the date of its opinion. For purposes of its opinion, SunTrust Robinson Humphrey assumed that (i) the proposed merger would be consummated in accordance with the terms of the merger agreement and related documents without any waiver of any material terms or conditions by Integrity; and (ii) all material governmental, regulatory or other consents or approvals (contractual or otherwise) necessary for the consummation of the proposed merger would be obtained without any adverse effect on Integrity or the expected benefits of the proposed merger. Subsequent developments may affect SunTrust Robinson Humphrey’s opinion and SunTrust Robinson Humphrey does not have any obligation to update, revise or reaffirm its opinion.

     In preparing its opinion, SunTrust Robinson Humphrey performed a variety of financial and comparative analyses, a summary of which are described below. The summary is not a complete description of the analyses underlying SunTrust Robinson Humphrey’s opinion. The preparation of a fairness opinion is a complex analytic process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, is not readily susceptible to summary description. Accordingly, SunTrust Robinson Humphrey believes that its analyses must be considered as an integrated whole and that selecting portions of its analyses and factors, without considering all analyses and factors, could create a misleading or incomplete view of the processes underlying such analyses and SunTrust Robinson Humphrey’s opinion.

     In performing its analyses, SunTrust Robinson Humphrey made numerous assumptions with respect to Integrity, industry performance and general business, economic, market and financial conditions, many of which are beyond the control of Integrity. The estimates contained in these analyses and the valuation ranges resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by such analyses. In addition, analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty.

     SunTrust Robinson Humphrey’s opinion and analyses were only one of many factors considered by the special committee in its evaluation of the proposed merger and should not be viewed as determinative of the views of the special committee with respect to the proposed merger or the consideration to be received by the Non-Continuing Stockholders in the proposed merger. The consideration to be received by Non-Continuing Stockholders in the proposed merger was determined on the basis of negotiations between the special committee and Kona. Integrity’s decision to enter into the proposed merger was made solely by the special committee and the board of directors with the Colemans abstaining.

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     The following is a summary of the material financial and comparative analyses presented by SunTrust Robinson Humphrey in connection with its opinion to the special committee.

Analysis of Integrity

Analysis of Selected Publicly-Traded Reference Companies

     SunTrust Robinson Humphrey reviewed and compared publicly available financial data, market information and trading multiples for Integrity with other selected publicly-traded reference companies that SunTrust Robinson Humphrey deemed relevant to Integrity. These companies are:

     For each of the selected publicly-traded reference companies, SunTrust Robinson Humphrey analyzed, among other things, the firm value of the company, defined as its market capitalization plus debt outstanding less cash and cash equivalents on hand, as a multiple of (i) the company’s earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the latest twelve month (“LTM”) period, based on publicly reported financial results, as of the date of the opinion and projected for the 2003 and 2004 fiscal years; and (ii) the company’s earnings before interest and taxes (“EBIT”) for LTM period, based on publicly reported financial results, as of the date of the opinion and projected for the 2003 and 2004 fiscal years. SunTrust Robinson Humphrey also analyzed the stock price of each of the selected publicly-traded reference companies as a multiple of the company’s (i) free cash flow (“FCF”) for the LTM period, based on publicly reported financial results, as of the date of the opinion, and projected for the 2003 and 2004 fiscal years; and (ii) earnings per share (“EPS”) for the LTM period, based on publicly reported financial results, as of the date of the opinion and projected for the 2003 and 2004 fiscal years. All multiples were based on closing stock prices as of February 27, 2004. Projected EBITDA, EBIT and EPS for the reference companies were based on Bloomberg consensus estimates. Bloomberg is an information provider that publishes a compilation of estimates of projected financial performance for publicly-traded companies produced by equity research analysts at leading investment banking firms. Projected FCF for the reference companies was based on estimates contained in selected equity research reports published by nationally recognized investment banking firms. The following table sets forth the mean and median multiples indicated by the market analysis of the selected publicly-traded reference companies:

     Based upon the mean and median multiples derived from this analysis and Integrity’s LTM ended September 30, 2003 results and projected 2003 and 2004 results, SunTrust Robinson Humphrey calculated a range of implied equity values for Integrity between $0.00 and $15.39 per share using the reference companies’ mean

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multiples and a range of implied equity values for Integrity between $0.00 and $15.64 using the reference companies’ median multiples. The weighted average and median implied equity values derived from this analysis using the reference companies’ mean multiples and Integrity’s LTM ended September 30, 2003 results and projected 2003 and 2004 results were $6.56 and $6.40 per share, respectively. The weighted average and median implied equity values derived from this analysis using the reference companies’ median multiples and Integrity’s LTM ended September 30, 2003 results and projected 2003 and 2004 results were $6.61 and $6.35 per share, respectively. SunTrust Robinson Humphrey compared these implied equity values per share to the proposed merger consideration of $6.50 per share.

     SunTrust Robinson Humphrey noted that none of the companies used in the market analysis of selected publicly-traded reference companies was identical to Integrity and that, accordingly, the analysis necessarily involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies reviewed and other factors that would affect the market values of the selected publicly-traded companies and Integrity.

Analysis of Selected Merger and Acquisition Transactions

     SunTrust Robinson Humphrey performed an analysis of selected completed and pending reference transactions involving specialty publishing companies announced between January 1, 2001 and February 27, 2004 that it deemed relevant.

     For the selected transactions, SunTrust Robinson Humphrey analyzed, among other things, the consideration paid in such transactions, including the assumption of debt by the acquiring company, for the selling company, as a multiple of LTM EBITDA and EBIT, as well as the consideration paid in such transactions for the equity of the selling company as a multiple of shareholders’ equity. EBITDA, EBIT and shareholders’ equity were based on historical financial information available in public filings of the selling company related to the selected transactions. The following table sets forth the multiples indicated by this analysis:

     Based upon the multiples derived from this analysis and Integrity’s results for the LTM period ended September 30, 2003, SunTrust Robinson Humphrey calculated a range of implied equity values for Integrity between $1.01 and $8.20 per share using the mean multiples for the reference transactions and a range of implied equity values for Integrity between $5.70 and $9.91 using the median multiples from the reference transactions. The weighted average and median implied equity values derived from this analysis using the mean multiples from the reference transactions and Integrity’s LTM ended September 30, 2003 results were $3.84 and $5.71 per share, respectively. The weighted average and median implied equity values derived from this analysis using the median multiples from the reference transactions and Integrity’s LTM ended September 30, 2003 results were $7.81 and $7.84 per share, respectively. SunTrust Robinson Humphrey compared these implied equity values per share to the proposed merger consideration of $6.50 per share.

     SunTrust Robinson Humphrey noted that no transaction utilized in the analysis of selected merger and acquisition transactions is identical to the proposed merger and that, accordingly, the analysis necessarily involves complex considerations and judgments with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Integrity, such as the impact of competition on the business of Integrity and the industry generally, industry growth or changes in the financial markets in general.

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Premiums Paid Analysis

     SunTrust Robinson Humphrey performed an analysis of the premiums paid in two groups of selected merger and acquisition transactions which in SunTrust Robinson Humphrey’s judgment were deemed to be relevant to the proposed merger for purposes of this analysis. The first group consisted of acquisitions of public companies from January 1, 2000 to December 31, 2003 by an acquiror that included a member or members of the selling company’s management and that resulted in the selling company no longer remaining a public company (“Going Private with Management Participation” transactions) and included 43 transactions. The second group consisted of acquisitions of public companies from January 1, 2001 to December 31, 2003 with a transaction value between $40 and $80 million (“Recent Similar-Sized Transactions”) and included 98 transactions. For each group, SunTrust Robinson Humphrey reviewed the percentage premium paid in such transactions for the equity of the selling company relative to the selling company’s closing stock price one day, five days and one month prior to public announcement of the transaction. The table below summarizes the range of premiums paid for each of the two groups of transactions described above.

     Based upon the premiums paid on the Going Private with Management Participation transactions, SunTrust Robinson Humphrey calculated a range of implied equity values for Integrity between $4.89 and $5.40 per share using the mean premiums for the selected transactions and a range of implied equity values for Integrity between $4.70 and $5.19 per share using the median premiums for the selected transactions. The mean and median implied equity values derived from this analysis using the mean premiums from the selected transactions and Integrity’s closing stock price one day, five days and 30 days prior to the announcement of the initial offer by Kona on November 21, 2003 were $5.23 and $5.39 per share, respectively. The mean and median implied equity values derived from this analysis using the median premiums from the selected transactions and Integrity’s closing stock price one day, five days and 30 days prior to the announcement of the initial offer by Kona on November 21, 2003 were $4.95 and $4.95 per share, respectively. Based upon the premiums paid on the Recent Similar-Sized transactions, SunTrust Robinson Humphrey calculated a range of implied equity values for Integrity between $4.89 and $5.71 per share using the mean premiums for the selected transactions and a range of implied equity values for Integrity between $4.67 and $5.30 per share using the median premiums for the selected transactions. The mean and median implied equity values derived from this analysis using the mean premiums from the selected transactions and Integrity’s closing stock price one day, five days and 30 days prior to the announcement of the initial offer by Kona on November 21, 2003 were $5.34 and $5.42 per share, respectively. The mean and median implied equity values derived from this analysis using the median premiums from the selected transactions and Integrity’s closing stock price one day, five days and 30 days prior to the announcement of the initial offer by Kona on November 21, 2003 were $5.00 and $5.04 per share, respectively. SunTrust Robinson Humphrey compared these implied equity values per share to the proposed merger consideration of $6.50 per share.

Discounted Cash Flow Analysis

     SunTrust Robinson Humphrey performed a discounted cash flow analysis of Integrity based upon projections provided by Integrity’s management for the fiscal years ending December 31, 2004 through 2008 to estimate the net present equity value per share of Integrity. SunTrust Robinson Humphrey calculated a range of net present firm values for Integrity based on its free cash flow over the projected time period using a weighted average cost of capital for Integrity ranging from 12% to 20% and terminal value multiples of fiscal year 2008 EBIT and EBITDA of 10.0x to 14.0x and 6.0x to 10.0x, respectively. SunTrust Robinson Humphrey also calculated a terminal

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value for Integrity utilizing a perpetual growth rate of 3.0% to 5.0% on Integrity’s fiscal 2008 free cash flow. The analysis indicated a range of implied equity values for Integrity between $1.32 and $13.18 per share. SunTrust Robinson Humphrey compared these implied equity values per share to the proposed merger consideration of $6.50 per share.

Information Regarding SunTrust Robinson Humphrey

     The special committee selected SunTrust Robinson Humphrey to act as its financial advisor and render a fairness opinion regarding the proposed merger because SunTrust Robinson Humphrey is a nationally recognized investment banking firm with substantial experience in transactions similar to the proposed merger and because it is familiar with Integrity’s industry. SunTrust Robinson Humphrey and its affiliates (including SunTrust Banks, Inc.) may have other financing and business relationships with Integrity in the ordinary course of business. SunTrust Robinson Humphrey is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, leveraged buyouts, negotiated underwritings, secondary distributions of listed and unlisted securities and private placements.

     Pursuant to a letter agreement dated December 5, 2003, the special committee has agreed to cause Integrity to pay SunTrust Robinson Humphrey an opinion fee of $185,000, of which $25,000 was paid upon execution of such letter agreement and $160,000 was payable upon the delivery of the fairness opinion. The fees paid or payable to SunTrust Robinson Humphrey are not contingent upon the contents of the opinion delivered. In addition, Integrity has agreed to reimburse SunTrust Robinson Humphrey for its reasonable out-of-pocket expenses, subject to certain limitations, and to indemnify SunTrust Robinson Humphrey and certain related persons against certain liabilities arising out of or in conjunction with its rendering of services under its engagement, including certain liabilities under the federal securities laws.

Position of Integrity, Kona and the Colemans as to Purposes, Reasons, Alternatives and Effects of the Merger

     Purposes. The purpose of the merger is to allow Integrity to ensure that the number of record holders of its Class A common stock remains under 300 so that Integrity may terminate and maintain the termination of the registration of its Class A common stock under the Exchange Act, while providing liquidity for the holders of Integrity Class A common stock other than the continuing stockholders and maximizing value to be received by all holders of Integrity common stock.

     Alternatives. The board and the Colemans considered various alternatives to the merger, as described under “Special Factors — Background of the Merger.”

     Reasons. The special committee’s reasons for recommending the adoption of the merger agreement and approval of the merger and the reasons of Kona and the Colemans undertaking this merger are described under “Special Factors — Background of the Merger” and “ — Reasons for the Special Committee’s Recommendation.”

     Reduction in the Number of Stockholders. We believe that the merger will reduce the number of Class A common stock record stockholders from approximately 191 to approximately 8.

     Termination of Securities Exchange Act Registration and Reporting Requirements. Our Class A common stock is currently registered under Section 12(g) of the Exchange Act and, as a result, we are subject to the periodic reporting and other requirements of the Exchange Act. After the merger, we will have substantially fewer than 300 holders of record of Class A common stock and be eligible to terminate our obligation to continue filing periodic reports under the Exchange Act. As soon as possible after the effective time of the merger, we will file for deregistration of the Class A common stock under the Exchange Act and will become a “private” company. Termination of this filing requirement under the Exchange Act will substantially reduce the information we are required to furnish to our stockholders and to the SEC.

     With respect to our executive officers and directors, in the event of the termination of the registration of our Class A common stock and our obligation to file reports under the Exchange Act:

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     Effect on Market for Shares. Our Class A common stock is currently traded on the Nasdaq National Market In conjunction with the deregistration of our Class A common stock under the Exchange Act, we will also voluntarily delist our Class A common stock from the Nasdaq National Market. Therefore, if you are a continuing stockholder, an active market will no longer exist for you to sell your shares.

     Effects on Affiliates. As a result of the merger, Kona will cease to exist. As described below, the merger will have various effects on our officers and directors, each of whom may, as a result of his or her position with us, be deemed to be an affiliate of ours. As used in this proxy statement, the term “affiliated stockholder” means any stockholder who is a director or executive officer of us or the beneficial owner of 10% or more of our outstanding shares, and the term “unaffiliated stockholder” means any stockholder other than an affiliated stockholder.

     Key Employee Change In Control Agreements. The consummation of the merger meets the definition of “change in control” under the terms of the Key Employee Change in Control Agreements entered into between Integrity and a number of its key employees, thus requiring Integrity, following the effectiveness of the merger and upon the occurrence of a separate triggering event, to make a change in control payment to each key employee. However, Integrity expects that each employee that is a party to a Key Employee Change in Control Agreement with Integrity will waive his or her right to receive such payment in connection with the merger. As a result, Integrity does not expect to make any payments to its key employees under the terms of the Key Employee Change in Control Agreements in connection with the merger.

     References in this section to “we,” “us” and “our” refer to Integrity, Kona and the Colemans, as applicable. Kona, the Colemans and Integrity share substantially similar positions on the purpose, reasons and alternatives of the merger.

     On Stockholders

     The merger will have various effects on our affiliated and unaffiliated stockholders, as described below. The effects of the merger to a stockholder will vary based on whether the stockholder’s shares will be cashed out in the merger. The determination of whether or not any particular shares of our Class A common stock will be cashed out in the merger will be based on whether the holder of those shares is one of the 14 named officers of Integrity. As described under “Security Ownership of Certain Beneficial Owners and Management,” we expect current executive officers and directors to beneficially own a total of approximately 3,996,897 shares immediately after the merger compared to 3,894,987 as of the record date of the special meeting.

     Cashed-Out Stockholders. The merger will have both positive and negative effects on the Class A common stockholders other than the continuing stockholders owning our shares immediately prior to the effective time, including those described below.

     Positive effects:

     As a result of the merger, the cashed-out stockholders will:

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     Negative effects:

     As a result of the merger, the cashed-out stockholders will:

     Remaining Stockholders. The merger will have both positive and negative effects on stockholders who remain as stockholders if the merger is effected, including those described below.

     Positive effects:

     Continuing interest in the ongoing business of Integrity. The remaining stockholders will retain their equity interest in Integrity and, therefore, will participate in its future potential earnings or growth.

     Negative effects:

     Decreased liquidity. The liquidity of the shares of Class A common stock held by stockholders may be further reduced by the merger. Our Class A common stock is currently listed on the Nasdaq National Market. Following the merger, any trading in our Class A common stock will continue only to occur in privately negotiated transactions subject to a Shareholders Agreement to be executed prior to the effective time of the merger between Integrity, P. Michael Coleman and the following stockholders: Jerry W. Weimer, Donald J. Moen, Daniel D. McGuffey, Keith J. Manwaring, Chris E. Thomason, Robert G. Rist, Donald S. Ellington, Jeff Friend, Robert Brenner, Todd Burkhalter, Debra Mayes, Doug Meduna and Joyce O’Connor (the “shareholders”). The Shareholders Agreement contains restrictions on the ability of the shareholders to convey, pledge, assign, transfer, hypothecate, encumber or otherwise dispose of their shares of Integrity common stock following the effectiveness of the merger. Subject to the terms of the Shareholders Agreement, the shareholders may transfer their shares of Integrity common stock in connection with any of the following: (i) dissolution or liquidation of Integrity, (ii) merger of Integrity into another company, or any consolidation, share exchange, combination, reorganization or like transaction the consummation of which is subject to prior approval by Integrity’s stockholders, (iii) the exercise of a pro rata right to sell shares in the event Mr. Coleman receives a bona fide offer to purchase his Integrity stock, or (iv) the receipt by a shareholder of a bona fide offer from a third party to purchase his or her Integrity common stock followed by Integrity’s declination of its right to purchase all of the shares that are the subject of such third party offer under the same terms and conditions. In addition, subject to the terms of the Shareholders Agreement and in the event of a sale of Integrity, Mr. Coleman has the right to require each shareholder to (i) sell all of his or her shares of Integrity common stock to the proposed purchaser and/or (ii) vote his or her shares in favor of such sale. Further, subject to the terms of the Shareholders Agreement, Integrity has the right to purchase all or a portion of a shareholder’s shares at a price set by the Shareholders Agreement in the event such shareholder’s employment with Integrity is terminated.

     Increased Share Ownership of Executive Officers and Directors. As a result of the merger, it is expected that the percentage of beneficial ownership of our common stock held by our current executive officers and directors as a group will increase from approximately 67% to 100% due solely to the cash out of our Class A common stockholders other than the continuing stockholders. For a description of the assumptions we used in determining

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the numbers of shares and related percentages that we expect to be held by current officers and directors immediately after the merger, please see “Security Ownership of Certain Beneficial Owners and Management.”

     It is expected that, upon completion of the merger, the operations of Integrity will be conducted substantially as they currently are being conducted. Integrity and Kona do not have any present plans or proposals that relate to or would result in an extraordinary corporate transaction following completion of the merger involving Integrity’s corporate structure, business or management, such as a merger, reorganization, liquidation, relocation of any operations or sale or transfer of a material amount of assets. However, Integrity, as the surviving corporation, will continue to evaluate Integrity’s business and operations after the merger and may develop new plans and proposals that Integrity considers to be in the best interests of Integrity and its then current stockholders.

Officers and Directors of the Surviving Corporation

     The merger agreement provides that the current officers of Integrity will continue as the initial officers of Integrity as the surviving corporation until their respective successors are duly appointed and qualified. Immediately following the effective time of the merger agreement, our board of directors will be increased from six (6) directors to seven (7) directors and Key Principal Partners, LLC will be entitled to one board seat, which will be filled by Cindy Babitt, a representative of Key, and Key Principal Partners, LLC will have one board observation right. It is expected that, in general, all members of Integrity’s current management will continue as management of Integrity as the surviving corporation. It is also expected that, including the appointment of Cindy Babitt to the board, all of Integrity’s directors will continue as directors of Integrity as the surviving corporation.

Kona’s Financing of the Merger

     Kona Acquisition Corp. will borrow the funds necessary to complete the proposed transaction through a five year senior secured credit facility to be provided by LaSalle Bank, N.A., as well as a seven year senior subordinated debt facility to be provided by Key Principal Partners, LLC.

     Kona and Integrity will be co-borrowers on the senior secured facility, which will consist of a $12,000,000 revolving line of credit, a $6,200,000 secured term loan A and a $4,436,666 mortgage term loan B. It is anticipated that Kona, who along with Integrity and certain subsidiaries of Integrity will be liable for all obligations under the senior secured credit facility, will use some of the proceeds of the term loan A to fund a portion of the consideration or expenses payable in connection with the proposed transaction. Borrowings under the term loan A will accrue interest, at Kona’s and the other borrowers’ option, at either LIBOR plus a margin ranging from 2.25% to 3.00%, depending on Integrity’s leverage ratio, or at LaSalle’s prime rate plus a margin ranging from 0.25% to 0.75%. The term loan A will be payable in 19 quarterly installments of $258,333 each plus a final payment at maturity of $1,033,333. The senior secured credit facility will be secured by a lien on substantially all of the borrowers’ real and personal property and will contain various restrictive covenants, including a maximum leverage ratio, a minimum fixed charge ratio, a minimum net worth covenant and restrictions on capital expenditures.

     In connection with the senior subordinated debt facility, Key Principal Partners, LLC will purchase from Kona $15 million face amount of senior subordinated notes with detachable warrants. The senior subordinated notes will accrue interest at 14.5% per annum, 12.5% of which will be payable quarterly and 2.0% of which may be deferred at Kona’s option. The principal amount of the notes will be payable in two semi-annual payments of $7,500,000 each beginning on the last day of the sixth month of the seventh year following issuance of the notes. The senior subordinated debt facility will contain various restrictive covenants, including a minimum debt service coverage ratio, a minimum leverage ratio, a minimum EBITDA covenant and restrictions on the incurrence of additional debt and the payment of dividends.

     The detachable equity warrants, when exercised, will entitle the holders thereof to purchase in the aggregate 7% of Integrity’s common stock on a fully diluted basis at an exercise price of $.01 per share. In addition, Key will receive a $220,000 payment upon redemption of the warrants. The exercise price and the number of shares of common stock are both subject to adjustment in certain cases referred to below.

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     The Warrants will be exercisable at any time on or before the later to occur of payment in full of the senior subordinated debt and the eight year anniversary of the issuance of the warrants.

     In addition, the holders may put back the warrants to Integrity at any time after the five year anniversary of their issuance for cash consideration equal to the higher of 5.5X EBITDA less net debt and the fair market value of the warrants as determined by an independent investment banking firm. Integrity will have the right to call the warrants at any time after the six year anniversary of their issuance using the same method of valuation.

     Holders of the warrants will be entitled to one board seat and one board observation right, and will have the right to receive their pro rata share of any cash dividends whether or not the warrants have been exercised.

     The number of common shares purchasable upon exercise of the warrants and the exercise price will be subject to antidilution rights standard for this type of instrument. The holders of the warrants will be entitled to participate in any sale of common stock to any unaffiliated third party, such participation to be pro rata with the common shareholders. In addition, the holders of the warrants will have a right of first refusal, subject to customary exceptions, to purchase future equity issuances on a pro rata basis in order to maintain its ownership position.

     In the event of a sale of all of the common stock of Integrity to a third party, the holders of the warrants, or common stock in the event the warrants have been exercised, will be obligated to sell all of their warrants or common stock, as the case may be.

     Integrity plans to repay the loans through cash flow from future operations and there are no alternative financing arrangements or alternative financing plans in the event that the primary financing plans fall through.

Risks That the Merger Will Not Be Completed

Completion of the merger is subject to certain risks, including, but not limited to, the following:

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     We have had discussions with LaSalle Bank, N.A. regarding the consent required from LaSalle pursuant to our loan agreements with them. Management believes that LaSalle will give its consent to the merger. LaSalle is also the senior debt lender in this proposed merger.

     As a result of various risks to the completion of the merger, there can be no assurance that the merger will be completed even if the requisite stockholder approval is obtained. It is expected that, if our stockholders do not adopt and approve the merger agreement or if the merger is not completed for any other reason, the current management of Integrity, under the direction of the board of directors, will continue to manage Integrity as an ongoing business. If the merger is not completed, depending on the circumstances, Integrity may be required to reimburse certain expenses of Kona and conversely, Kona may be required to reimburse certain expenses of Integrity. See “Proposal to Approve the Merger Agreement – Termination of the Merger Agreement.”

Other Risks Related to the Merger

     The special committee and the full board also considered a variety of risks and other potentially negative factors concerning the merger but determined that these factors were outweighed by the benefits of the factors supporting the merger. These negative factors included the following:

Interests of Certain Directors of Integrity; Appointment of Special Committee

     In considering the recommendation of the board of directors, Integrity stockholders should be aware that two of Integrity’s directors, P. Michael Coleman and his spouse, Jean C. Coleman, collectively own or control over 2% of Integrity’s Class A common stock and 100% of Integrity’s Class B common stock and 94% of the voting power and have interests different from Integrity stockholders generally. As a result of this conflict of interest, the board of directors appointed the special committee. The special committee consists of directors William A. Jolly, Heeth Varnedoe III and Jimmy M. Woodward, none of whom is an officer or employee of Integrity. Also, none of Messrs. Jolly, Varnedoe and Woodward have any financial interest in Kona or in the merger different from Integrity stockholders generally except for continued service on our board after the merger. They each beneficially own less than 1% of the outstanding shares of Class A common stock, which will be cashed out in the merger under the same

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terms as those non-continuing stockholders. The board of directors believes that this ownership is not material to the financial position of Messrs. Jolly, Varnedoe and Woodward, and had no material impact on their ability to independently evaluate the merger. The special committee was appointed to review, evaluate, negotiate and, if appropriate, recommend the merger agreement and to evaluate whether the merger is in the best interests of Integrity’s public stockholders. The special committee and the board of directors were aware of the differing interests between the Colemans and Integrity’s stockholders generally, and considered such differing interests, among other matters, in reviewing, evaluating and negotiating the merger agreement and the merger and in recommending to the board of directors that the merger agreement and the merger be adopted and approved.

Merger Consideration to be Received by The Coleman Charitable Foundation, Inc.

     The Coleman Charitable Foundation, Inc., a non-profit corporation within the meaning of section 501(c)(3) of the Internal Revenue Code formed by P. Michael Coleman, owns 55,000 shares of Class A common stock and will be paid $6.50 per share for such shares in the merger under the same terms and conditions as the cashed out stockholders for an aggregate merger consideration of $357,500. Although Mr. Coleman has the power to vote the shares owned by The Coleman Charitable Foundation, he does not have a pecuniary interest in such shares and therefore, will not receive any consideration paid to The Coleman Charitable Foundation in the merger.

Merger Consideration to be Received by Directors of Integrity Other Than the Colemans

     The directors of Integrity other than the Colemans will be entitled to receive $6.50 per share of Integrity Class A common stock held by them upon completion of the merger. As of the record date, the following directors of Integrity will be entitled to receive the following amounts in the merger for their shares of Integrity Class A common stock:

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Continuing Equity Interests of the Officers of Integrity Other Than Mr. Coleman

     The following officers of Integrity will continue to own the same number of shares of Class A common stock after the merger: Jerry W. Weimer, Donald J. Moen, Daniel D. McGuffey, Keith J. Manwaring, Chris E. Thomason, Robert G. Rist, Donald S. Ellington, Jeff Friend, Robert Brenner, Todd Burkhalter, Debra Mayes, Doug Meduna and Joyce O’Connor. As of the record date, these 13 officers of Integrity other than P. Michael Coleman owned the following shares of Class A common stock:

Continuing Equity Interests of the Colemans

     P. Michael Coleman owns all of the issued and outstanding capital stock of Kona. At the closing of the merger, Kona’s common stock will be cancelled and retired and shall cease to exist. In addition, Mr. Coleman owns of record 100 shares of Class A common stock and beneficially owns, through The Coleman Charitable Foundation, 55,000 shares of Class A common stock and beneficially owns, through Jean C. Coleman and The Coleman Limited Partnership, all 3,385,000 shares of Integrity’s Class B common stock. At the closing of the merger, Mr. Coleman, due to The Coleman Charitable Foundation receiving cash in the merger under the same terms as the non-continuing stockholders, will beneficially own 100 shares of Class A common stock, and each share of Integrity Class B common stock will be converted into one share of Class A common stock and Mr. Coleman, Jean C. Coleman and The Coleman Limited Partnership will continue to hold such converted shares after the merger.

     The beneficial ownership by P. Michael Coleman, The Coleman Charitable Foundation, The Coleman Limited Partnership and Jean C. Coleman of the Class A and Class B common stock of Integrity immediately prior to and following the merger, and their voting power, will be as follows:

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     Voting power percentage takes into account all of Integrity’s outstanding Class A common stock, which has one vote per share, and its outstanding Class B common stock, which has ten (10) votes per share. At the effective time of the merger, each share of Class B common will be converted into one share of Class A common stock. Following the merger, there will be no Class B common stock issued and outstanding.

Treatment of Stock Options Held by the Directors of Integrity Other Than the Colemans

     The directors of Integrity other than the Colemans will be entitled to receive $6.50 per option to purchase a share of Class A common stock held by them upon completion of the merger minus such option’s exercise price. As of the record date, the following directors of Integrity will be entitled to receive the following amounts in the merger for their options to purchase shares of Integrity Class A common stock:

     The Colemans do not own any options to purchase Integrity common stock.

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Indemnification and Insurance

     Integrity is organized under the laws of the State of Delaware. The Delaware General Corporation Law, as amended, provides that a Delaware corporation has the power generally to indemnify its directors, officers, employees and other agents (each, a “Corporate Agent”) against expenses and liabilities (including amounts paid in settlement) in connection with any proceeding involving such person by reason of his being a Corporate Agent, other than a proceeding by or in the right of the corporation, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal proceeding, such person had no reasonable cause to believe his conduct was unlawful. In the case of an action brought by or in the right of the corporation, indemnification of a Corporate Agent against expenses is permitted if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation; however, no indemnification is permitted in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the Court of Chancery or the court in which such proceeding was brought shall determine upon application that despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to such indemnification. To the extent that a Corporate Agent has been successful on the merits of such proceeding, whether or not by or in the right of the corporation, or in the defense of any claim, issue or matter therein, the corporation is required to indemnify the Corporate Agent for expenses in connection therewith. Expenses incurred by a Corporate Agent in connection with a proceeding may, under certain circumstances, be paid by the corporation in advance of the final disposition of the proceeding as authorized by the board of directors. The power to indemnify and advance the expenses under the Delaware General Corporation Law does not exclude other rights to which a Corporate Agent may be entitled under the certificate of incorporation, bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

     Under Delaware law, a Delaware corporation has the power to purchase and maintain insurance on behalf of any Corporate Agent against any liabilities asserted against and incurred by him in such capacity, whether or not the corporation has the power to indemnify him against such liabilities under Delaware law. Integrity has purchased directors and officers insurance providing indemnification to Integrity’s directors and officers for these types of liabilities.

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     As permitted by Delaware law, Article VII of Integrity’s certificate of incorporation, as amended, contains a provision which limits the personal liability of directors for monetary damages for breach of their fiduciary duties as directors except to the extent such limitation of liability is prohibited by Delaware law. In accordance with Delaware law, this provision does not limit the liability of any director for any breach of the director’s duty of loyalty to Integrity or its stockholders; for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; for approval of certain unlawful payments of dividends or stock repurchases under Section 174 of the Delaware General Corporation Law; or for any transaction from which the director derives an improper personal benefit. This provision does not limit the rights of Integrity or any stockholder to seek an injunction or any other non-monetary relief in the event of a breach of a director’s fiduciary duty. In addition, this provision applies only to claims against a director arising out of his role as a director and does not relieve a director from liability for violations of statutory law, such as certain liabilities imposed on a director under the federal securities laws.

     Article VI of Integrity’s certificate of incorporation and Section VI of Integrity’s bylaws include provisions requiring indemnification of Integrity’s officers, directors and employees to the full extent not prohibited by Section 145 of the Delaware General Corporation Law under the circumstances set forth therein.

     Directors of Integrity also have indemnification rights pursuant to indemnification agreements entered into between Integrity and each director. These agreements expand on the indemnification rights contained in the certificate of incorporation and bylaws by, among other things, providing detailed procedures to enable the director to obtain an advance of expenses while a claim is pending and that address the method for determining whether the director is entitled to indemnification. For example, the director indemnification agreements create a presumption that the director is entitled to indemnification, which may be overcome only by clear and convincing evidence to the contrary. The agreements obligate the Company to provide liability insurance covering the director during his service as a director and for five years thereafter, and the agreements detail the relative rights of the parties with respect to the defense and settlement of claims.

Estimated Fees and Expenses of the Merger

     Whether or not the merger is completed, in general, all fees and expenses incurred in connection with the merger will be paid by the party incurring those fees and expenses. Under specified circumstances described in “Proposal to Approve the Merger Agreement – Termination of the Merger Agreement,” Integrity will pay Kona up to an aggregate of $400,000 for reimbursement of the out-of-pocket expenses of Kona incurred in connection with the merger, and under other specified circumstances, Kona will pay Integrity up to an aggregate of $100,000 for reimbursement of the out-of-pocket expenses of Integrity incurred in connection with the merger.

     Fees and expenses of Integrity with respect to the merger are estimated at this time to be as follows:

     These expenses will not reduce the cash merger consideration to be paid to the cashed-out stockholders.

Past Transactions

     2003 Acquisition of Sarepta Music (Pty) Ltd

     On March 31, 2003, Integrity purchased all assets and assumed the outstanding liabilities of Sarepta Music (Pty) Ltd. Integrity paid, net of cash acquired, $191,000 to complete the transaction. Integrity accounted for this

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transaction under the purchase method of accounting and accordingly, allocated the purchase price to cash, accounts receivable, fixed assets and intangibles.

     2002 Acquisition of M2 Communications, L.L.C.

     On June 28, 2002, Integrity purchased all assets and assumed the outstanding liabilities of M2 Communications, L.L.C. Integrity paid, net of cash acquired, $4.8 million to complete the transaction. The transaction was funded partly from operating cash and the issuance of $3 million additional debt through Integrity’s credit facility. Integrity accounted for this transaction under the purchase method of accounting and accordingly, allocated the purchase price to cash, accounts receivable, fixed assets and intangibles. In connection with this acquisition, Integrity entered into an employment agreement with the President of M2 Communications, which provides for a cash retention bonus in the total aggregate amount of $2.5 million, payable in one installment of $250,000 on June 29, 2006 and three equal $750,000 installments on June 29, 2007, 2008 and 2009.

PROPOSAL TO APPROVE THE MERGER AGREEMENT

Overview

     At the special meeting, you will be asked to consider and vote upon the approval of the Agreement and Plan of Merger, dated as of March 1, 2004, among Integrity, Kona and Mr. Coleman, pursuant to which Kona will be merged with and into Integrity, with Integrity being the surviving corporation. Upon the closing of the merger, if you are a holder of shares of our Class A common stock or options to purchase shares of Class A common stock other than P. Michael Coleman, Jerry W. Weimer, Donald J. Moen, Daniel D. McGuffey, Keith J. Manwaring, Chris E. Thomason, Robert G. Rist, Donald S. Ellington, Jeff Friend, Robert Brenner, Todd Burkhalter, Debra Mayes, Doug Meduna and Joyce O’Connor (each an officer of Integrity) in any discrete account, each issued and outstanding share of Integrity Class A common stock held by you will be converted into the right to receive $6.50 in cash, without interest and each option to purchase a share Class A common stock held by you will be converted into the right to receive $6.50 in cash minus such option’s exercise price . If you are a holder of shares of our Class A common stock or options to purchase shares Class A common stock and one of P. Michael Coleman, Jerry W. Weimer, Donald J. Moen, Daniel D. McGuffey, Keith J. Manwaring, Chris E. Thomason, Robert G. Rist, Donald S. Ellington, Jeff Friend, Robert Brenner, Todd Burkhalter, Debra Mayes, Doug Meduna and Joyce O’Connor (each an officer of Integrity), you will continue to own the same number of shares of Integrity Class A common stock or options to purchase shares Class A common stock after the merger. The outstanding shares of Kona’s common stock will, in the aggregate, be cancelled and retired and shall cease to exist. In addition, if you are a holder of shares of our Class B common stock, each of your shares will be converted into one share of Class A common stock and you will continue to own the same number of shares of converted stock after the merger.

The Parties

     Integrity Media, Inc
     1000 Cody Road
     Mobile, Alabama 36695

     Integrity Media, Inc., a Delaware corporation, is a media/communications company that produces, publishes and distributes Christian music, books and related products. A more detailed description of Integrity’s business and financial results is contained in Integrity’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2003, which is incorporated by reference. See also “Where Stockholders Can Find More Information” and “Additional Information and Documents Incorporated by Reference.”

     Kona Acquisition Corp.
     c/o Integrity Media, Inc.
     1000 Cody Road
     Mobile, Alabama 36695

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     Kona Acquisition Corp., a Delaware corporation, was formed at the direction of P. Michael Coleman solely for the purpose of engaging in the transactions contemplated by the merger agreement. Kona has not conducted any significant activities other than those incident to its approval and execution of the merger agreement and related documents. Kona has no material assets or liabilities, other than its rights and obligations under the merger agreement.

     P. Michael Coleman

     P. Michael Coleman, who beneficially owns 100% of the outstanding capital stock of Kona and approximately 60% of the outstanding capital stock of Integrity and is the Chairman, President and Chief Executive Officer of Integrity, co-founded Integrity in 1987 when he and a partner purchased the music operations of Integrity Communications, Inc. from Charles Simpson Ministries, Inc. He has served as Chairman, President and the Chief Executive Officer of Integrity since 1987. In his capacity, Mr. Coleman oversees the company and the senior managers of the Music division, Book division, Finance and Administration, Legal Affairs, and the Direct to Customer division. Prior to 1987, Mr. Coleman served as president of several different organizations in the Christian communications industry. In December 1999, Mr. Coleman earned a Master of Business Administration degree for global executives from Duke University. The business address for Mr. Coleman is 1000 Cody Road, Mobile, Alabama 36695 and the telephone number is (251) 633-9000.

Effect of the Merger on Stockholders

     If approved at the special meeting, the merger will affect our stockholders as follows after completion of the merger, based on their holding as of the effective time of the merger:

The Merger Agreement

     The following description of the merger agreement describes the material terms of the merger agreement. A complete copy of the merger agreement appears as Appendix A to this proxy statement and is incorporated into this proxy statement by reference. You are urged to read the entire merger agreement carefully.

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The Merger

     The merger agreement provides that, subject to the conditions summarized below, Kona will merge with and into Integrity. Upon consummation of the merger, Kona will cease to exist and Integrity will continue as the surviving corporation.

Effective Time of Merger

     The merger will become effective upon the filing of a certificate of merger with the Secretary of State of the State of Delaware in accordance with the Delaware General Corporation Law or at such later time as is specified in the certificate of merger. This time is referred to as the “effective time.” Integrity and Kona have agreed to file the certificate of merger as soon as possible following satisfaction or waiver of the conditions to closing of the merger set forth in the merger agreement.

Conversion of Integrity Class A Common Stock and Class B Common Stock

     At the effective time, each outstanding share of Integrity Class A common stock owned by holders other than the continuing stockholders, who are P. Michael Coleman, Jerry W. Weimer, Donald J. Moen, Daniel D. McGuffey, Keith J. Manwaring, Chris E. Thomason, Robert G. Rist, Donald S. Ellington, Jeff Friend, Robert Brenner, Todd Burkhalter, Debra Mayes, Doug Meduna and Joyce O’Connor (each an officer of Integrity) will automatically be converted into and represent the right to receive $6.50 in cash, without interest, and in the case of options to purchase shares of Class A common stock, the compensation committee of Integrity’s board will take such action necessary and appropriate to cause, at the effective time, each option to be converted into and represent the right to receive, $6.50 in cash per option, without interest, minus such option’s exercise price, except for shares held by stockholders seeking appraisal rights in accordance with Delaware law. Further, the compensation committee will also take such action necessary and appropriate to cause, at the effective time, each option not held by the continuing stockholders that has an exercise price equal to or exceeding $6.50 to be cancelled.

     At the effective time, each outstanding share of Integrity Class A common stock and option to purchase shares of Class A common stock owned by the continuing stockholders shall remain outstanding, except for shares held by stockholders seeking appraisal rights in accordance with Delaware law. None of these shares or options will be cancelled in the merger.

     At the effective time, each outstanding share of common stock of Kona will be cancelled and retired and shall cease to exist.

     At the effective time, each outstanding share of Integrity Class B common stock will be converted into one share of Class A common stock and such converted shares shall remain outstanding after the merger, except for shares held by stockholders seeking appraisal rights in accordance with Delaware law.

Payment for and Exchange of Shares

     Prior to the effective time of the merger, Kona will deposit with Integrity’s transfer agent, LaSalle Bank, N.A., sufficient funds to pay the merger consideration for the cashed out stockholders. Within two business days after the effective time of the merger, Integrity as the surviving corporation, will cause to be mailed to each stockholder of record immediately prior to the effective time a letter of transmittal and instructions to effect the surrender of their certificate(s) in exchange for payment of the merger consideration or delivery of a Class A common stock certificate of the surviving corporation.

     Stockholders of Integrity should not forward stock certificates to the paying agent until they have received the letter of transmittal.

     Each of our cashed out stockholders who are stockholders of record will be entitled to receive $6.50 per share only upon surrender to the paying agent of a share certificate, together with such letter of transmittal, duly

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completed in accordance with the instructions thereto. Each of our Class B common stockholders who are stockholders of record will be entitled to receive a certificate representing the number of shares of Class A common stock of the surviving corporation that such holder is entitled to only upon surrender to the paying agent of a Class B share certificate, together with such letter of transmittal, duly completed in accordance with the instructions thereto. If a share certificate has been lost, stolen or destroyed, the holder of such certificate is required to make an affidavit of that fact and to give to Integrity, as the surviving corporation, at its option, a bond in such reasonable amount as the surviving corporation may direct as indemnity against any claim that may be made against the surviving corporation with respect to such share certificate before any payment of the merger consideration will be made to such holder. No interest will be paid or accrued upon the surrender of the share certificates for the benefit of holders of the share certificates on any merger consideration.

     If you hold your shares in an account with a bank or broker, you will not receive a letter of transmittal. Instead, if you beneficially own our common shares in any discrete account, your bank or broker will handle the surrender of your shares and will credit your cash account with the appropriate amount.

     Six months after the effective time of the merger, the paying agent will deliver to Integrity, as the surviving corporation, all cash in its possession, which has been deposited with the paying agent and which has not been disbursed to holders of share certificates. Thereafter, holders of certificates will surrender their certificates to Integrity as the surviving corporation and will be entitled to look only to Integrity as the surviving corporation and only as general creditors of the surviving corporation for payment of any claims for merger consideration to which they may be entitled. Neither Integrity as the surviving corporation nor the paying agent will be liable to any person in respect of any merger consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Share Certificates

     From and after the effective time, the cashed out stockholders will cease to have any rights with respect to their shares except as otherwise provided for in the merger agreement or by applicable law. All merger consideration paid upon the surrender for exchange of those share certificates in accordance with the terms of the merger agreement will be deemed to have been issued and paid in full satisfaction of all rights pertaining to the share certificates.

Payment for Options

     Prior to the effective time of the merger, Kona will deposit with Integrity’s transfer agent, LaSalle Bank, N.A., sufficient funds to pay the merger consideration for the cashed out option holders. Within two business days after the effective time of the merger, each of our cashed out option holders will be entitled to receive $6.50 per option held by such holder minus such option’s exercise price.

Representations and Warranties

     Representations and Warranties of Integrity. The merger agreement contains various customary representations and warranties (which will not survive completion of the merger) made by Integrity to Kona and Coleman (subject to material adverse effect and knowledge limitations) relating to, among other things:

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     Representations and Warranties of Kona and Coleman. The merger agreement contains various customary representations and warranties (which will not survive completion of the merger) made by Kona and Coleman to Integrity, relating to, among other things:

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     Representations and Warranties of Coleman. The merger agreement contains various customary representations and warranties (which will not survive completion of the merger) made by Coleman to Integrity, relating to, among other things:

Conduct of Business Pending the Merger

     The merger agreement imposes various restrictions on Integrity’s conduct and operations until the merger is completed. Integrity has agreed that, prior to the effective time, Integrity and each of its subsidiaries will use all reasonable efforts to conduct their businesses in all material respects only in the ordinary course of business and consistent with past practice, use commercially reasonable efforts to preserve intact their present business organizations, and keep available the services of its officers and employees. Integrity has also agreed, subject to identified exceptions, that it will not and will not permit any of its subsidiaries to do, among other things, any of the following without the prior written consent of Kona:

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Class B Common Stock Restrictions

     Until the earlier of the effective time of the merger or termination of the merger agreement, each Class B common stockholder has agreed not to directly or indirectly sell, transfer or otherwise dispose of any shares of Class B common stock or convert any shares of Class B common stock into shares of Class A common stock.

Financing

     In the event that the financing arrangements with LaSalle Bank and Key Principal Partners fall through, Kona has agreed to use its commercially reasonable efforts to obtain alternative debt funding in an amount equal to the amount to be provided by LaSalle Bank and Key Principal Partners, in each case on substantially comparable terms and conditions.

Voting by Coleman

     Mr. Coleman has agreed to vote all of the shares of Class A common stock and Class B common stock that he beneficially owns in favor of the merger. Mr. Coleman has also agreed to use his best efforts to ensure that all other continuing stockholders vote all of their shares of Class A common stock in favor of the merger.

Conditions to the Merger

     Conditions to Each Party’s Obligation. The obligations of each party to complete the merger are subject to the satisfaction or waiver on or prior to the effective time of specified conditions, including the following:

     Conditions to Kona’s and Coleman’s Obligation. The obligations of Kona and Coleman to complete the merger are subject to the satisfaction, or waiver by Kona or Coleman, on or prior to the effective time of certain conditions, including the following:

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     Conditions to Integrity’s Obligation. The obligation of Integrity to effect the merger is subject to the satisfaction, or waiver by Integrity, on or prior to the effective time, of certain conditions, including the following:

Waiver

     At any time prior to the effective time of the merger, any party to the merger agreement may with respect to any other party extend the time for the performance of any of the obligations or other acts, waive any inaccuracies in the representations and warranties contained in the merger agreement or in any document delivered pursuant to the merger agreement, or waive compliance with any of the agreements or conditions contained in the merger agreement.

Termination of the Merger Agreement

     The merger agreement may be terminated before the effective time of the merger, whether before or after the stockholders of Integrity have approved and adopted the merger agreement:

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     Under the merger agreement, an “Adverse Recommendation” shall be deemed to have occurred if there shall have been a Superior Proposal and the board of directors of Integrity (with the Colemans abstaining) shall have: (i) withdrawn or modified in a manner adverse to Kona, or proposed publicly to withdraw or modify in a manner adverse to Kona, the recommendation of Integrity’s board of directors to the stockholders of Integrity to vote to approve the merger agreement; or (ii) recommended, or proposed publicly to recommend, the approval or adoption of any such Superior Proposal or resolved or agreed to take such action.

     Under the merger agreement, a “Superior Proposal” means any bona fide offer made by a third party which, if consummated, would result in such third party acquiring, directly or indirectly, more than 38.44% of the voting power of Integrity capital stock or all or substantially all the assets of Integrity and its subsidiaries, taken as a whole, for consideration consisting of cash and/or securities that Integrity’s board of directors or a committee thereof determines in its good faith judgment to have a higher value per share than the per share cash merger consideration payable in the merger and which proposal is determined in good faith by the board of directors to be more favorable to Integrity’s stockholders than the merger, in each case taking into account any changes to the terms of the merger agreement proposal by Kona in response to such Superior Proposal or otherwise.

     Under the merger agreement, “Notice of Superior Proposal” means a notice from Integrity advising Kona that the board of directors of Integrity has received a Superior Proposal, specifying the terms and conditions of the Superior Proposal, identifying the person making such Superior Proposal, stating that the board of directors of Integrity intends to exercise its right to terminate the merger agreement, and including copies of all documents and written communications relating to such Superior Proposal exchanged between Integrity or any of its officers, directors, investment bankers, attorneys, accountants, or other advisors, on the one hand, and the party making a Superior Proposal or any of its officers, directors, investment banks, attorneys, accountants, or other advisors, on the other hand (it being understood and agreed that, prior to any such termination taking effect, any amendment to the price or any other material term of a Superior Proposal shall require a new Notice of Superior Proposal and a new two business day period).

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     Generally, if the merger agreement is terminated, other than as described below, or in the event of a material willful breach of the merger agreement by Kona, Coleman or Integrity, there will be no liability on the part of either Coleman, Kona or Integrity or their respective officers or directors.

     If neither Kona nor Coleman is in material breach of any representation, warranty or covenant contained in the merger agreement and if the merger agreement is terminated by Integrity in response to the receipt of a Superior Proposal by Integrity’s board of directors or by Kona because (i) Integrity shall have breached any representation, warranty or covenant contained in the merger agreement in any material respect and such breach (if capable of being cured) is not cured within ten business days after receipt of written notice of such breach and if not cured at or prior to the closing, such breach would result in the failure of any of the conditions to closing to be satisfied; (ii) the special meeting of Integrity’s stockholders to approve the merger shall not have occurred within 180 days from the date of the merger agreement; (iii) an Adverse Recommendation shall have occurred; or (iv) a material adverse effect with respect to Integrity shall have occurred, then Integrity will be obligated to reimburse Kona for all reasonable out-of-pocket fees and expenses actually incurred by Kona in connection with the merger up to an aggregate amount not to exceed $400,000.

     If Integrity is not is in material breach of any representation, warranty or covenant contained in the merger agreement and if the merger agreement is terminated by Integrity because Kona or Coleman shall have breached any representation, warranty or covenant contained in the merger agreement in any material respect and such breach (if capable of being cured) is not cured within ten business days after receipt of written notice of such breach and if not cured at or prior to the closing, such breach would result in the failure of any of the conditions to closing to be satisfied, then Kona will be obligated to reimburse Integrity for all reasonable out-of-pocket fees and expenses actually incurred by Integrity in connection with the merger up to an aggregate amount not to exceed $100,000.

     If the merger agreement is terminated by Kona, Coleman or Integrity because the merger is not approved at the special meeting by either (i) a majority of the outstanding stock entitled to vote at the special meeting or (ii) a majority of the shares of our Class A common stock entitled to vote at the special meeting neither held by the continuing stockholders, The Coleman Charitable Foundation nor those holders affiliated with Integrity as officers or directors, then Integrity will be obligated to reimburse Kona for 50% of all reasonable out-of-pocket fees and expenses actually incurred by Kona in connection with the merger.

Expenses of the Parties

     Except for the reimbursement of expenses to Kona and Integrity in the event of termination of this merger agreement as described above, each of Integrity and Kona shall bear its own fees and expenses incurred in connection with the merger and the merger agreement, and Integrity is responsible for its own fees and expenses incurred in connection with the solicitation of proxies in connection with the merger, including the fees and expenses associated with the preparation, filing, printing and mailing of this proxy statement and any amendments to this proxy statement.

Indemnification; Directors’ and Officers’ Insurance

     Integrity has agreed to indemnify Kona, its officers, directors, and stockholders, and their respective successors and permitted assigns and their representatives, attorneys, consultants and agents from and against any and all actual damages, costs and expenses resulting from any claims of current or former stockholders of Integrity against such persons made in connection with the merger, except that such indemnity will not apply to any losses relating to any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to Integrity by Kona or any Kona stockholder expressly for use in the this proxy statement, or the Schedule 13E-3.

     Integrity has agreed that all rights to indemnification existing in favor of the present or former directors, officers and employees of Integrity or any of its subsidiaries as provided in its Certificate of Incorporation, Bylaws and the director indemnification agreements, as in effect on the date of the merger agreement with respect to matters occurring prior to the effective time of the merger, shall survive the merger and continue in full force and effect

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without modification for a period of not less than five years following the effective time of the merger. In addition, Integrity has agreed to indemnify and hold harmless, to the full extent permitted by applicable law and regardless of whether the merger becomes effective, each officer, director, employee or agent of Integrity or any of its subsidiaries against any costs or expenses, judgments, fines, losses, claims, damages, liabilities, and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, including without limitation, liabilities arising out of the merger and merger agreement, to the extent that it was based on the fact that he or she is or was a director, officer or employee of Integrity and arising out of actions or omissions or alleged actions or omissions occurring at or prior to the effective time of the merger.

     Further, Integrity has agreed to maintain officers’ and directors’ liability insurance and fiduciary insurance covering its directors, officers and employees who are covered by Integrity’s current officers’ and directors’ liability insurance and fiduciary insurance policies for a period of five years on terms not less favorable than those in effect as of the date of the merger agreement.

Amendments

     The merger agreement may be amended by the parties to the merger agreement at any time before or after approval of the merger agreement by the stockholders of Integrity and prior to the effective time of the merger; provided, however, that after the approval of the merger agreement by the stockholders of Integrity, there shall be made no amendment that by law requires further approval by the stockholders of Integrity without the further approval of such stockholders. The merger agreement may not be amended except by an instrument in writing signed on behalf of each of the parties.

Material U.S. Federal Income Tax Consequences

     The following is a general summary that describes the material United States federal income tax consequences of the merger upon certain stockholders and option holders of Integrity. This summary does not purport to be comprehensive; it does not address all of the tax consequences that may be relevant to particular stockholders or option holders because of their personal circumstances or to special classes of holders such as financial institutions, broker-dealers, insurance companies, tax-exempt organizations, investment companies, persons who hold shares as a position in a “straddle” or as a part of a “hedging” or “conversion” transaction, and foreign taxpayers. The discussion applies only to stockholders in whose hands shares of Integrity common stock are capital assets, and may not apply to shares of Integrity common stock received pursuant to the exercise of stock options or otherwise as compensation, or to stockholders or option holders who are neither citizens nor residents of the United States or to stockholders who are subject to special tax treatment under the Internal Revenue Code of 1986, as amended (the “Code”). Further, this discussion applies only to holders of options that acquired their options in their capacity as employees or in respect of services they provided. The discussion is based upon the Code, the Treasury Regulations promulgated thereunder and rulings and court decisions as of the date hereof, all of which are subject to change, possibly retroactively. No information is provided herein with respect to any tax consequences under applicable foreign, state, local or other tax law. Because individual circumstances may differ, stockholders and option holders are urged to consult their own tax advisors to determine the applicability of the rules discussed below to them and the particular tax effects of the merger, including the application and effect of state, local and other tax laws.

     Integrity Stockholders. The disposition of Integrity shares by the Integrity stockholders pursuant to the merger, or pursuant to the exercise of dissenters’ rights will be a taxable transaction. Cash received by a stockholder of Integrity pursuant to the merger or pursuant to the exercise of dissenters’ rights will be treated as received by the stockholder as a distribution in redemption of the stockholder’s Integrity shares, subject to the provisions and limitations of Section 302 of the Code.

     In the case of an Integrity stockholder who receives only cash in exchange for all of his or her common shares of Integrity, where after the merger the former shareholder does not own any new share of Integrity (directly or indirectly through the constructive ownership or attribution rules of Section 318 of the Code under which shareholders are treated as holding not only his or her own shares, but also shares held by certain related persons and

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entities), the shareholder generally will recognize capital gain or capital loss upon the redemption. Capital gain or capital loss will be recognized by such shareholder in an amount equal to the difference between the amount of cash received and the aggregate tax basis of the shares surrendered. The gain or loss will be long-term gain or loss if the shareholder has held, or is deemed to have held, his or her common shares for more than one year as of the effective time of the merger.

     In the case of an Integrity shareholder who receives only cash in the merger or pursuant to the exercise of dissenters’ rights, but continues to own an indirect interest in Integrity because of the application of the constructive ownership rules of Section 318 of the Code, unless certain requirements of Section 302 of the Code are met, as discussed in the following paragraph, the shareholder will have dividend income to the extent of the earnings and profits of Integrity (without regard to any actual gain or loss). Any amount received in excess of the earnings and profits of Integrity would be treated as a nontaxable return of capital to the shareholder, reducing his or her basis, but not below zero. Any excess would be capital gain.

     The redemption will generally meet the requirements of Section 302 of the Code, and not be treated as a dividend as described in the preceding paragraph, if it is “not essentially equivalent to a dividend.” Whether the redemption is “not essentially equivalent to a dividend” depends on the individual facts and circumstances of each shareholder but in any event must result in a meaningful reduction of a shareholder’s proportionate share interest in Integrity. Generally, in the case of an Integrity shareholder whose share interest in Integrity (relative to the total number of Integrity shares outstanding) is minimal, and who exercises no control or management power over the affairs of Integrity, any actual reduction in proportionate interest will be treated as “meaningful.” For purposes of determining whether there has been a meaningful reduction in interest, an Integrity shareholder will be treated as owning shares owned by certain related persons or entities pursuant to Section 318 of the Code. Because of the complexity of the requirements of Section 302 of the Code, shareholders are urged to consult their own tax advisors regarding the proper treatment of the gain recognized by such shareholder in the merger.

     Where an amount received in redemption of shares is treated as a distribution of a dividend, proper adjustment of the basis of the remaining stock must be made with respect to the shares redeemed.

     Non-dissenting stockholders not receiving cash in exchange for their shares of common stock, will recognize neither gain nor loss for U.S. federal income tax purposes as a result of the merger. Moreover, there will be no change in either the stockholder’s adjusted tax basis or capital gains holding period in such shares as a result of the merger.

     Kona and Integrity. Neither Kona nor Integrity will recognize gain or loss for U.S. federal income tax purposes as a result of the merger.

     Integrity Option Holders. A holder of options who receives cash in cancellation of such options will recognize, as ordinary income for United States federal income tax purposes, the cash payment received. If the option holder is an employee, or received the options as an employee, including a director who is an employee, the cash payments received by him or her will constitute wage income and will be subject to withholding of income and employment taxes. If the option holder is a non-employee director, the cash payment will be self-employment income.

     Backup Withholding. Payments in connection with the merger may be subject to “backup withholding” at a 28% rate. Backup withholding generally applies if the stockholder fails to furnish a social security number or other taxpayer identification number certified under penalties of perjury within a reasonable time after request therefore; furnishes an incorrect taxpayer identification number; is notified by the IRS that such stockholder has failed to report properly payments of interest or dividends; or under certain circumstances, fails to provide a certified statement, signed under penalties of perjury, that the taxpayer identification number furnished is the correct number and that the stockholder is not subject to backup withholding. Backup withholding is not an additional tax but merely an advance payment, which may be refunded to the extent it results in an overpayment of tax. Certain persons generally are exempt from backup withholding, including corporations and financial institutions. Certain penalties apply for failure to furnish correct information and for failure to include the reportable payments in

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income. Stockholders should consult with their own tax advisors as to the qualifications for exemption from withholding and procedures for obtaining such exemption.

Anticipated Accounting Treatment of Merger

     For U.S. accounting purposes, the merger will be accounted for under treasury stock method. The acquired shares will be retired.

Certain Regulatory Matters

     Integrity and Kona do not believe that any governmental filings are required with respect to the merger other than the filing of the certificate of merger with the Secretary of State of the State of Delaware, and filings with the SEC.

Appraisal Rights

     Under Delaware law, if you do not wish to accept $6.50 per share in cash as provided in the merger agreement, or, if you do not wish to remain the owner of the same number of shares of Integrity common stock after the merger, you have the right to dissent from the merger and to have an appraisal of the fair value of your shares conducted by the Delaware Court of Chancery. Stockholders electing to exercise appraisal rights must strictly comply with the provisions of Section 262 of the Delaware General Corporation Law (“DGCL”) to perfect their rights. A copy of Section 262 is attached as Appendix C.

     Section 262 requires that stockholders be notified not less than 20 days before the special meeting that appraisal rights will be available. A copy of Section 262 must be included with such notice. This proxy statement constitutes our notice to you of the availability of appraisal rights in connection with the merger.

     If you elect to demand appraisal of your shares, you must satisfy all of the following conditions:

     If you fail to comply with all of these conditions and the merger is completed, you will be entitled to receive the merger consideration for any shares of Integrity common stock you hold as of the effective time as provided for in the merger agreement but you will have no appraisal rights for your shares of Integrity common stock.

     All demands for appraisal should be addressed to the Secretary, Integrity Media, Inc., 1000 Cody Road, Mobile, Alabama 36695 before the vote on the merger agreement is taken at the special meeting, and should be executed by, or on behalf of, the record holder of the shares of Integrity common stock. The demand must reasonably inform us of the identity of the stockholder and the intention of the stockholder to demand appraisal of his or her shares.

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     To be effective, a demand for appraisal by a holder of Integrity common stock must be made by or in the name of such registered stockholder, fully and correctly, as the stockholder’s name appears on his or her stock certificate(s) and cannot be made by the beneficial owner if he or she does not also hold the shares of record. The beneficial holder must, in such cases, have the registered owner submit the required demand in respect of such shares.

     If shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of a demand for appraisal should be made in such capacity. If the shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed by or for all joint owners. An authorized agent, including one or two or more joint owners, may execute the demand for appraisal for a stockholder of record. However, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the demand, he or she is acting as agent for the record owner. A record owner, such as a broker, who holds shares as a nominee for others, may exercise his or her right of appraisal with respect to the shares held for one or more beneficial owners, while not exercising this right for other beneficial owners. In such case, the written demand should state the number of shares as to which appraisal is sought. Where no number of shares is expressly mentioned, the demand will be presumed to cover all shares held in the name of such record owner.

     If you hold your shares of common stock in a brokerage account or in other nominee form and you wish to exercise appraisal rights, you should consult with your broker or such other nominee to determine the appropriate procedures for the making of a demand for appraisal by such nominee.

     Within ten days after the effective time of the merger, Integrity must give written notice that the merger has become effective to each stockholder who has properly filed a written demand for appraisal and who did not vote in favor of the merger agreement. Within 120 days after the effective time of the merger, either Integrity or any stockholder who has complied with the requirements of Section 262 may file a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares held by all stockholders entitled to appraisal. A dissenting stockholder may request from Integrity during this 120-day period a statement setting forth (a) the aggregate number of shares not voted in favor of the merger and with respect to which demands for appraisal have been received, and (b) the aggregate number of holders of such shares. Integrity does not presently intend to file such a petition in the event there are dissenting stockholders and has no obligation to do so. Accordingly, your failure to timely file a petition could nullify your demand for appraisal.

     Under the merger agreement, Integrity has agreed to give Kona prompt notice of any demands for appraisal received by Integrity. In addition, a condition to the completion of the merger requires that holders of no more than 10% of the total number of outstanding shares of Integrity Class A common stock request to exercise their appraisal rights, not including any shares for which appraisal rights are exercised held by the continuing stockholders. Kona has the right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. Integrity will not, except with the prior written consent of Kona, make any payment with respect to any demands for appraisal, or settle or offer to settle, any such demands.

     At any time within 60 days after the effective time of the merger, any Class A common stockholder who has demanded an appraisal has the right to withdraw the demand and to accept $6.50 per share for his or her shares of Integrity Class A common stock, if such stockholder is not one of the continuing stockholders, or to accept his or her shares of Integrity common stock if such stockholder is a Class B common stockholder or a Class A common stockholder who is one of the continuing stockholders. If a petition for appraisal is duly filed by a stockholder and a copy of the petition is delivered to Integrity, Integrity then will be obligated within 20 days after receiving service of a copy of the petition to provide the Delaware Chancery Court with a duly verified list containing the names and addresses of all stockholders who have demanded an appraisal of their shares and who have not reached an agreement with Integrity as to the value of their shares. After notice to dissenting stockholders, the Chancery Court is empowered to conduct a hearing upon the petition, to determine those stockholders who have complied with Section 262 and who have become entitled to the appraisal rights provided thereby. The Chancery Court may require the stockholders who demanded an appraisal of their shares to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and, if any stockholder fails to comply with such directions, the Chancery Court may dismiss the proceedings as to such stockholder.

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     After determination of the stockholders entitled to appraisal of their shares of common or preferred stock, the Chancery Court will appraise the shares, determining their fair value exclusive of any element of value arising from the accomplishment or expectation of the merger, together with a fair rate of interest, if any. When the value is determined, the Chancery Court will direct the payment of such value, with interest thereon accrued during the pendency of the proceeding if the Chancery Court so determines, to the stockholders entitled to receive the same, upon surrender by such holders of the certificates representing such shares.

     In determining fair value, the Chancery Court is required to take into account all relevant factors. YOU SHOULD BE AWARE THAT THE FAIR VALUE OF THE SHARES AS DETERMINED UNDER SECTION 262 COULD BE MORE, THE SAME OR LESS THAN THE $6.50 PER SHARE YOU WOULD RECEIVE UNDER THE MERGER AGREEMENT IF YOU DID NOT SEEK APPRAISAL OF YOUR SHARES. YOU SHOULD ALSO BE AWARE THAT INVESTMENT BANKING OPINIONS, INCLUDING THE OPINION OF SUNTRUST ROBINSON HUMPHREY, ARE NOT OPINIONS AS TO FAIR VALUE UNDER SECTION 262.

     Costs of the appraisal proceeding may be imposed upon Integrity and the stockholders participating in the appraisal proceeding by the Chancery Court as the court deems equitable in the circumstances. Upon the application of a stockholder, the Chancery Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, to be charged pro rata against the value of all shares entitled to appraisal.

     Any stockholder who demands appraisal rights will not, after the effective time of the merger, be entitled to vote shares subject to such demand for any purpose or to receive payments of dividends or any other distribution with respect to such shares, other than with respect to payment as of a record date prior to the effective time of the merger; however, if no petition for appraisal is filed within 120 days after the effective time of the merger, or if such stockholder delivers a written withdrawal of his or her demand for appraisal and an acceptance of the merger within 60 days after the effective time, then the right of such stockholder to appraisal will cease and such stockholder will be entitled to receive the $6.50 per share merger consideration for shares of his or her Integrity common stock or retain his or her Integrity common stock pursuant to the merger agreement. Any withdrawal of a demand for appraisal made more than 60 days after the effective date of the merger may be made only with the written approval of the surviving corporation.

     The foregoing is intended as a brief summary of the material provisions of the Delaware statutory procedures required to dissent from the merger and perfect a stockholder’s appraisal rights. This summary, however, is not a complete statement of all applicable requirements and is qualified in its entirety by reference to the full text of Section 262. If you wish to consider exercising your appraisal rights, you should carefully review the text of Section 262 contained in Appendix C and consult with legal counsel because failure to timely and properly comply with the requirements of Section 262 will result in the loss of your dissenters’ rights under Delaware law.

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UNAUDITED PRO FORMA FINANCIAL DATA

The following Unaudited Pro Forma Combining Statements of Operations for the year ended December 31, 2003 give effect to the merger as if the operations of Integrity Media, Inc., and Kona Acquisition Corp., were combined on January 1, 2003. The acquisition of the minority shares and resultant merger will be accounted for as an acquisition of treasury stock. Integrity Media, Inc., prepares its financial statements on the basis of a fiscal year ending on December 31. Kona is a newly formed corporation in 2003 and had no operations to report for the year ended December 31, 2003 other than payment of legal and professional fees related to the proposed merger. The following Unaudited Pro Forma Combining Balance Sheet as of December 31, 2003 was prepared as if the merger occurred on December 31, 2003 and all expenses and adjustments needed to complete the merger had occurred prior to December 31, 2003.

The Unaudited Pro Forma Combining Statements of Operations and Unaudited Pro Formal Combining Balance Sheet set forth below reflect several material adjustments, including among others, the additional debt incurred to fund the merger, additional interest incurred as a result of the additional debt, and the repurchase and cancellation of all shares not owned by officers of Integrity Media, Inc. These adjustments are based on estimates and therefore subject to change. Any changes to the estimates are not expected to have a material impact on the Unaudited Pro Forma Combining Financial Statements.

The Unaudited Pro Forma Combining Financial Statements are derived from the historical statements of Integrity Media. The operations and balance sheet information for Kona have been omitted from this presentation as their operations, assets and liabilities are de minimis. Integrity Media believes that all adjustments necessary to present fairly such unaudited financial information have been made. The following unaudited pro forma financial statements should be read in conjunction with the historical financial statements of the Registrant, which are included in its Form 10K for the year ended December 31, 2003.

The Unaudited Pro Forma Combining Financial Statements do not purport to represent what Integrity Media’s results of operations actually would have been if the merger had occurred as of such date or what such results will be for any future periods.

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Unaudited Pro Forma Combining Financial Statements
Unaudited Pro Forma Statement of Operations for the Year ended December 31, 2003

See notes to pro forma combining financial statements

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Unaudited Pro Forma Combining Balance Sheet as of December 31, 2003

See notes to pro forma combining financial statements

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Notes to Unaudited Pro Forma Combining Financial Statements

Note 1. Basis of Presentation

     The accompanying Unaudited Pro Forma Combining Statements of Operations for the year ended December 31, 2003 give effect to the merger as if the operations of Integrity Media, Inc., and Kona Acquisition Corp., were combined on January 1, 2003. Integrity Media prepares its financial statements on the basis of a fiscal year ending on December 31. Pro forma earnings per share are calculated based on the number of shares of common stock outstanding at December 31, 2003.

     Kona Acquisition Corp., formed in 2003, reported only non-recurring expenses related to the proposed merger for their results of operations for the twelve months ending December 31, 2003. Because Kona did not have any normal operations to report for this period, Kona’s historical results of operations are excluded from the Unaudited Pro Forma Combining Statements of Operations for the twelve months ending December 31, 2003.

     The Unaudited Pro Forma Combining Balance Sheet as of December 31, 2003 and Statement of Operations were prepared as if the merger occurred on December 31, 2003 and adjustments needed to complete the merger have been included as if they had occurred on that date.

     Note 2. Pro Forma Adjustments

     The pro forma statements reflect the following adjustments:

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MARKET AND MARKET PRICE

     The Class A common stock of Integrity has been listed on the Nasdaq National Market since November 20, 2001 under the symbol ITGR. Between October 2, 1998 and November 19, 2001, Integrity’s common stock was traded on The Nasdaq Stock Market’s SmallCap Market under the symbol ITGR. Between July 1, 1994 and October 1, 1998, Integrity’s common stock was listed on the Nasdaq National Market under the symbol ITGR.

     The closing sale price for shares of Integrity Class A common stock on the Nasdaq National Market on November 20, 2003, the last full trading day on which Integrity Class A common stock was traded before Integrity publicly announced on November 21, 2003 that it had received a merger proposal from Kona, was $3.57. On that date, the high and low sales prices of Integrity Class A common stock as reported on the Nasdaq National Market were both $3.57 per share. The average closing sale price per share of Integrity Class A common stock was $3.73 during the one-week period preceding that announcement. On March 1, 2004, the last trading day before public announcement of signing of the merger agreement, the closing price of Integrity Class A common stock as reported on the Nasdaq National Market was $6.10. On [          ], 2004, the last practicable trading day for which information was available prior to the date of the first mailing of this proxy statement, the closing price per share of Integrity Class A common stock as reported on the Nasdaq National Market was $[       ]. Stockholders should obtain a current market quotation for Integrity Class A common stock before making any decision with respect to the merger.

NUMBER OF STOCKHOLDERS

     As of March 15, 2004, there were issued and outstanding 2,384,783 shares of our Class A common stock held by approximately 191 holders of record and 3,385,000 shares of our Class B common stock held by 3 holders of record. Stockholders whose shares are held on their behalf by brokers, banks and other nominees are not included as part of the number of record holders.

DIVIDENDS

     Integrity has never declared or paid cash dividends on its common stock and has no plan to pay any cash dividends in the foreseeable future. Integrity’s credit facility with LaSalle Bank, N.A. includes restrictions on the payment of dividends. In addition, under the merger agreement, Integrity has agreed not to pay any cash dividends on its common stock before the closing of the merger.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table shows information as to the number of shares of Integrity Class A and Class B common stock that was beneficially owned as of December 31, 2003 by:

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     For purposes of this table, beneficial ownership of securities is defined according to the rules of the SEC and means generally the power to vote or exercise investment discretion with respect to securities, regardless of any economic interests therein. Except as otherwise indicated, Integrity believes that the beneficial owners of shares of Integrity Class A and Class B common stock listed below will have sole investment and voting power with respect to such shares, subject to community property laws where applicable. In addition, for purposes of this table, a person or group is deemed to have beneficial ownership of any shares which such person has the right to acquire within 60 days after the date as of which these data are presented. For purposes of calculating the percentage of outstanding shares held by each person named above, any shares which this person has the right to acquire within 60 days after the date as of which these data are presented are deemed to be outstanding, but not for the purpose of calculating the percentage ownership of any other person.

     The table also shows the pro forma percentage ownership for each of the above parties, assuming completion of the merger.

     The percentages were calculated based on the ratio of the number of shares of Class A and Class B common stock beneficially owned by such beneficial owner as of December 31, 2003, to the sum of:

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