MILWAUKEE--December. 28, 1994--Value Merchants
Inc. (OTC -  VUMI.Q) and its wholly-owned subsidiary, Everything's A
Dollar Inc., today
filed an amended Plan of Reorganization and Disclosure Statement with the
United States Bankruptcy Court in Milwaukee.

  A hearing to consider the adequacy of the amended Disclosure Statement has
been scheduled for Jan. 9, 1995.  If the Disclosure Statement is approved by
the court, the company anticipates that balloting to consider the Plan will
begin in January.  

  The Plan has been amended to describe, among other things, the company's
recently negotiated exit financing facility, provisions relating to the
treatment of claims of fixture lenders and changes in the type and amount of
compensation for management of the company.

  The exit financing consists of a two-year working capital facility of $25
million secured by substantially all assets of the company and its
subsidiaries and conversion of approximately $7.8 million of existing secured
debt into equity of approximately $2 million and long-term unsecured debt of
$5.8 million.

  In satisfaction of their claims against the company and Everything's A
Dollar Inc. the Plan provides that fixture lenders will receive notes for $7.8
million payable over eight years secured by store fixtures and other equipment
and 75 percent of the balance of the debt owed to the fixture lenders
(approximately $11.3 million) will be treated as unsecured claims.

  The amended Plan also describes changes in certain aspects of executive
management compensation, including conditions under which bonuses for services
rendered during the bankruptcy would be paid and the elimination of provisions
of the Plan granting management (a) stock options, (b) a bonus payable in
shares of the company's common stock and (c) the right to acquire shares on a
long-term note.

  The amended Plan provides that unsecured creditors will receive new
common
shares of Value Merchants Inc. valued at approximately $18 million.  The
Disclosure Statement describes the company's willingness to cooperate with
creditors in offering shares received in the reorganization to the public or
in a private placement to the extent creditors desire to sell their shares.  
Current shareholders would receive 5 percent of the common stock of the
reorganized company.

  The company and Everything's A Dollar Inc. filed for court
protection on
Dec. 13, 1993.  Everything's A Dollar Inc. currently operates a nationwide
chain of 265 value oriented retail dollar stores.

           CONTACT:  Value Merchants Inc., Milwaukee,
                     Gary I. Kastel, 414/274-2976

  TORONTO--Dec. 28, 1994--The Ontario Court of Justice (General Division)
today granted an Order lifting the stay of proceedings against
Pennington's
Stores Limited under the Companies' Creditors Arrangement Act (CCAA).
As a
result of a petition filed by Phantom Industries, one of the Company's trade
creditors, a Receiving Order in bankruptcy was subsequently granted against
Pennington's.

  The Court has appointed the firm of Richter & Partners Inc. to serve as
Trustee in bankruptcy. The Trustee is authorized, among other things, to
protect and preserve the Company's assets, to carry on the retail operations
of the Company, and to negotiate the sale of the remaining assets and business
operations of the Company on a going concern basis. The Company obtained an
undertaking from the Trustee to sell the assets of the Company by way of
public tender, unless the Court orders otherwise.

  Roman Doroniuk, President of Pennington's Stores Limited said
``Naturally, I
regret that our creditors deemed it necessary to take this action. There is no
question that a court supervised corporate restructuring is both complex and
difficult. I understand the frustration that brought about today's result, but
wish that a solution could have been found under the CCAA. The board and
management of Pennington's continue to believe that a restructuring offered
the best hope under the circumstances of enabling as many stakeholders as
possible to share in the potential recovery of this Company.

  ``We believe that a part of the Company's business remains viable and
can
succeed. But we have known and stated for some weeks that Pennington's was
under considerable pressure to find a solution within a very compressed
timetable. We used every effort to secure a viable resolution in the interests
of everyone concerned. Unfortunately, that proved impossible to achieve within
the restructuring process and within the time available to us.''

  Today's events followed a hearing held on December 21 at which time the
Court was asked by certain of the Company's creditors to lift the stay of
proceedings against Pennington's. The Court adjourned consideration of that
request until today.

  /For further information: Roman Doroniuk, President,  (905) 629-3500/