LARGO, Fla., April 25, 1996 - href="chap11.fountain.html">Fountain Pharmaceuticals,
Inc. (OTC Bulletin Board: FPHI) announced today that revenues for
the quarter ended March 31, 1996, were $569,000, 22% higher than the
same quarter of the prior year, and that net income from operations
was $99,000, a 40% increase over the prior year's comparable period.
For the six months ended March 31, 1996, sales were $612,000, a 6%
decrease over the prior year's comparable period, and net losses on
operations were $28,000 versus an operating income of $62,000 in the
prior year's six month period. After accounting for a one-time gain
related to the Company's recently concluded Chapter 11 process, net
income was $271,000 for the first six months. The Company noted,
however, that similar gains were recorded at the end of the fiscal
year September 1995, and therefore, there eventually will be no
materially favorable effect on year-to-year comparisons resulting
from this gain.
The Company's C.E.O., Mr. John C. Walsh, said that the quarterly
operating results were as expected and that orders from licensees
for the upcoming quarter were well ahead of the prior year. With
regard to the company's recently announced agreement with Dermik
Laboratories, a subsidiary of Rhone-Poulenc Rorer Corporation, he
indicated that production site selections were continuing and that
these efforts would delay product introductions in certain markets,
including the United States. On the other hand, he noted,
introductions in certain other markets were on or ahead of earlier
schedules, and also that the delayed introductions would have
minimal effect over the long term of the agreement.
Fountain Pharmaceuticals, Inc. is a publicly traded company
based in Largo, Florida, that specializes in the application of
encapsulated delivery systems for the pharmaceutical and cosmetic
industries. The company's shares are traded in the "OTC-Bulletin
Board".
CONTACT: John C. Walsh, CEO, Fountain Pharmaceuticals, Inc.,
813-548-0900
NEW YORK -- April 25, 1996 -- href="chap11.rcp.html">Rockefeller Center
Properties, Inc. (RCPI) announced today that it had agreed
with the
Goldman Sachs-led Investor Group to extend the outside date for the
closing of the $8 per share merger approved by RCPI's stockholders
in March from April 30 to May 31, 1996.
As part of the extension agreement, Goldman Sachs Mortgage
Company has agreed to make an additional $1.7 million loan to RCPI
to cover its cash needs in May. At the time of the stockholder vote
approving the Merger Agreement, the parties expected that the
Chapter 11 Reorganization Plan for the owners of Rockefeller Center
would be negotiated and confirmed in time to permit a closing of the
Merger by April 30, 1996. It has not been possible to meet this
schedule but RCPI has been informed by the Investor Group that it
expects that the Chapter 11 Reorganization Plan will be confirmed
and the Merger will be consummated by late May.
RCPI is a mortgage real estate investment trust whose principal
asset is a $1.3 billion participating convertible mortgage loan to
the owners of Rockefeller Center (collectively, "the Borrower").
The Borrower is 100% controlled by Rockefeller Group, Inc. (RGI).
Mitsubishi Estate Company, Ltd. controls an 80% equity interest in
RGI and Rockefeller Family Interests hold the remaining 20%. On May
11, 1995, the Borrower commenced cases under Chapter 11 of the
federal bankruptcy law in the United States Bankruptcy Court for the
Southern District of New York.
RCPI is listed on the New York Stock Exchange as "RCP". As of
April 24, 1996, there were 38,260,704 shares of common stock
outstanding.
CONTACT: Rockefeller Center Properties, Inc.
Stephanie Leggett Young, 212/698-1440
or
Robinson Lerer Sawyer Miller
Gary Holmes, 212/484-7736
CHATTANOOGA, Tenn., April 25, 1996 - href="chap11.krystal.html">The Krystal Company
(Nasdaq-NNM: KRYSQ), an operator and franchisor of quick-service
hamburger restaurants, today reported a first quarter loss for the
quarter ended March 31, 1996, of $746,000, or 10 cents per share
versus first quarter 1995 net income of $327,000, or four cents per
share. A significant portion of the current quarter's loss was
attributable to administrative costs associated with the Company's
Chapter 11 bankruptcy proceeding, which was initiated on December
15, 1995. These costs were $967,000 on a pretax basis and $600,000
on an after tax basis, or eight cents per share. Without these
costs, the Company would have reported a net loss of $146,000, or
two cents per share. Bad weather, particularly in January 1996,
contributed to soft sales in the first quarter of 1996 compared to
the same period in 1995. The Company estimates that bad weather
reduced earnings per share between two and four cents for the
quarter.
Total revenues for the quarter were $57.7 million, down
approximately 0.9% from the previous year. Restaurant sales were
down 0.3% to $55.9 million.
Company-owned same restaurant sales for the quarter were down
1.4% versus the same period in 1995. The Company had 254
restaurants open at the end of the first quarters of 1996 and 1995.
The Company opened no new restaurants in the first quarter of
1996 versus three in the first quarter of 1995. Franchisees opened
one new restaurant in the first quarter compared to two in the first
quarter of 1995.
First quarter revenues included franchise fees and royalties of
$651,000 compared with $577,000 in the first quarter of 1995, an
increase of 12.8%. Krystal began franchising in late 1990 and had
80 franchised restaurants in operation at the end of the first
quarter of 1996 compared to 65 at the end of the first quarter of
1995. Sales by franchisees were $13.6 million for the first
quarter, up 19.9% over the same period in 1995.
The Company filed a voluntary petition under Chapter 11 of the
United States Bankruptcy Code for the purpose of completely and
finally resolving various claims filed against the Company by
current and former employees alleging violations of the Fair Labor
Standards Act. The Company is a debtor-in-possession for purposes
of the bankruptcy case. Currently, approximately 7,600 current or
former employees have filed claims, mostly in unspecified amounts,
alleging that they worked time for which they were not compensated.
The Company expects to contest any claims which it believes to be
invalid. The Bankruptcy Court has established June 6, 1996, as the
bar date by which all claimants must file their claims or have them
forever barred. The Company will file a proposed Chapter 11 Plan as
soon as practicable thereafter. Four previously disclosed lawsuits
filed against the Company under the FLSA have been stayed by the
bankruptcy filing. Company management currently believes that the
reserve previously established with respect to the FLSA claims is
adequate to resolve these claims. However, due to the uncertainty
surrounding the ultimate number and amount of employee claims,
additional reserves may be required in the near term. The Company
is recording the known administrative costs of the Chapter 11
proceeding as they are determined.
The Krystal Company operates 252 restaurants in Alabama,
Arkansas, Florida, Georgia, Kentucky, Mississippi, South Carolina
and Tennessee. Krystal franchisees operate 81 restaurants located in
Alabama, Arkansas, Florida, Georgia, Kentucky, Louisiana,
Mississippi, North Carolina, South Carolina, Tennessee, and
Virginia.
Founded in 1932, Krystal is one of the oldest fast-food chains
in the United States. The Krystal Company's common stock is traded
on the Nasdaq National Market System under the symbol KRYSQ.
KRYSTAL COMPANY AND SUBSIDIARY
First Quarter
1996 1995
Revenues $57,667,000 $58,196,000
Net income (loss) before the effect of
reorganization item(a) $ (146,000) $ 327,000
Net income (loss) $ (746,000) $ 327,000
Average Shares 7,522,000 7,510,000
Net income (loss) per share before
the effect of reorganization(a) item $ (.02) $ .04
Net income (loss) per share $ (.10) $ .04
(a) Reorganization item represents administrative costs incurred
in connection with Chapter 11 proceeding.
Consolidated Balance Sheets
(In thousands)
3/31/96 12/31/95
ASSETS (Unaudited) (Audited)
Current Assets:
Cash and temporary investments $ 17,013 $ 13,713
Receivables 1,556 1,752
Income tax receivables 1,106 609
Net investment in direct financing leases -
current portion 838 856
Inventories 1,923 2,322
Deferred tax asset 5,553 5,553
Prepayments and other 607 830
Total current assets 28,596 25,635
Net investment in direct financing leases,
excluding current portion 678 867
Property, buildings and equipment, net 96,265 98,546
Leased properties, net 1,809 1,863
Other assets:
Cash surrender value of life insurance 5,224 5,117
Other 649 667
Total other assets 5,873 5,784
Total assets $133,221 $132,695
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 3,469 $ 1,681
Accrued liabilities 11,425 9,427
Current portion of long-term debt 653 432
Current portion of capital lease obligations 637 653
Total current liabilities 16,184 12,193
Liabilities subject to compromise 54,319 56,909
Long-term debt, excluding current portion 3,383 3,621
Capital lease obligations, excluding current
portion 2,601 2,754
Deferred income taxes 2,719 2,719
Other long-term liabilities 8,023 7,852
Shareholders' equity:
Preferred stock, without par value; 5,000,000
shares authorized; no shares issued or
outstanding --- ---
Common stock, without par value; 15,000,000
shares authorized; shares issued and
outstanding, 7,514,808 at March 31, 1996,
and 7,526,808 at Dec. 31, 1995 40,738 40,830
Retained earnings 7,449 8,195
Deferred compensation (2,195) (2,378)
Total shareholders' equity 45,992 46,647
Total liabilities and shareholders' equity $133,221 $132,695
NOTE: This is not a complete set of financial statements.
Consolidated Statements of Operations
(In thousands, except per share data)
(unaudited)
3 mos. ended
3/31/96 4/2/95
Revenues:
Restaurant sales $55,876 $56,040
Franchise fees 33 65
Royalties 618 512
Other revenue 1,140 1,579
Total 57,667 58,196
Costs and expenses:
Cost of restaurant sales 46,769 46,668
Depreciation and amortization expense 2,802 2,950
General and administrative expenses 6,440 6,012
Other expenses, net 963 1,210
Total 56,974 56,840
Operating income 693 1,356
Reorganization item:
Professional fees (967) ---
Interest expense (1,177) (1,090)
Interest income 250 264
Income/(loss) before provision/(benefit)
for income taxes (1,201) 530
Provision/(benefit) for income
taxes (455) 203
Net income/(loss) $ (746) $ 327
Earnings/(loss)
per common share $ (0.10) $ 0.04
Wtd. avg. number of common
shares outstanding 7,522 7,510
PHILADELPHIA, April 25, 1996 - Mothers Work, Inc. (Nasdaq-
NNM: MWRK), Episode USA Inc. and
Toppy International announced today
execution of definitive agreements, subject to court approval, for
Mothers Work to acquire the 21 stores of Episode USA Inc. and
simultaneously to enter into a licensing agreement and distribution
agreement to operate the Episode stores in their current format and
under their current name.
Rebecca C. Matthias, Mothers Work's President and Chief
Operating Officer said, "We have always respected the Episode
product and stores and are honored to enter into the bridge business
through their name and to have access to Toppy and the Fang brothers
Hong Kong based manufacturing enterprises as a source of bridge
product. We intend to uphold their standards, broaden the Company's
product line through supplemental purchases and designs, and expand
the chain once we have proven successful operations of the acquired
stores. The Company sees the ultimate potential of the Episode
chain as 100 stores. We intend to re-open on Madison Avenue and to
open on Rodeo Drive in the near future."
Jeffrey Fang, Chief Executive Officer of Toppy International
said, "We are pleased that Mothers Work under Dan and Rebecca
Matthias, its Chairman and President, are the purchasers of our US
stores. The presence of a local, growth oriented, personally
involved management will bring Episode USA into the preeminence that
will uphold the reputation of our 200 Episode stores worldwide. Our
rapid growth in Europe and our strength in Asia will now have an
appropriate counterpart in the USA."
Episode USA is currently in Chapter 11 proceedings, and has
focused its business in a core of 21 best performing stores, down
from 28 at the time of filing. Mothers Work will purchase those
leases and associated assets and inventory and will license the
Episode trademark for an aggregate consideration of approximately
$11 million payable in cash, shares of Mothers Work's common stock
and through a royalty. Subject to bankruptcy court approval of the
purchase of assets, closing is anticipated at some time around June
1, 1996.
Mothers Work is the leading specialty retailer of maternity
clothing. It currently has 436 stores located primarily in upscale
regional malls across the country, and services them from its
Philadelphia headquarters, utilizing its Real Time Retailing(TM)
quick response replenishment process. The Company currently
operates 225 Motherhood Maternity stores, 82 Mothers Work stores, 54
Mimi Maternity stores, 39 Maternity Works outlet stores and 36 A Pea
in the Pod stores.
CONTACT: Dan Matthias, Chairman & Chief Executive Officer, 215-
873-2331, or Rebecca Matthias, President & Chief Operating Officer,
215-873-2330, both of Mothers Work
CHERRY HILL, N.J., April 25, 1996 - International
Thoroughbred Breeders, Inc. (AMEX: ITB) today announced that its
Board of Directors has approved the purchase of an option to acquire
the remaining 2,904,016 shares of ITB Common Stock owned by its
former chairman, Robert E. Brennan. At the same time, Mr. Brennan
announced his intention to transfer these shares, subject to the
option, to a liquidating trustee, thereby eliminating control and
any future ownership of this controlling block of shares by Mr.
Brennan.
As previously reported, Mr. Brennan no longer has any
association with ITB in any employment or director capacity. The
sale of his stock contemplated by these agreements constitutes the
final step in his separation from ITB.
The purchase price for the option is 70 cents per share, or
$2,032,811, which will be credited toward the exercise price of
those shares purchased under the option. The option will be
exercisable at a price of $7 per share, plus a portion of any
appreciation in the value of a share above $7, based on an agreed-
upon formula.
Robert J. Quigley, chairman of ITB said, "The Board decided that
it would be in the best interests of the Company and its
shareholders to purchase the option from Mr. Brennan. The way in
which these agreements are structured will preclude Mr. Brennan
from controlling or owning this block of shares in the future.
Furthermore, the purchase of a stock option enables the company to
enhance its ability to better protect its $165 million net operating
loss carryforward, which can be used to protect future earnings of
the company.
At signing, stock certificates representing all of Mr. Brennan's
shares will be delivered, together with duly executed stock powers,
to a liquidating trustee appointed with the approval of the New
Jersey Casino Control Commission and the bankruptcy court overseeing
Mr. Brennan's personal Chapter 11 bankruptcy proceeding. The
liquidating trustee will hold the shares in escrow and will vote the
shares in the same proportion as the other stockholders of ITB.
The agreements will require that if ITB does not exercise the
option, Mr. Brennan's shares will be sold by the trustee, with ITB
receiving the first proceeds from such a sale to the extent of its
entire investment. ITB has the right to assign the option for
consideration or offer it for sale. The option will be exercisable
in whole or in part at any time, and will expire on December 1,
2003, unless the liquidating trustee is required to dispose of the
shares at an earlier date pursuant to the terms of the liquidating
trust.
The transaction is subject to the approval of the United States
Bankruptcy Court for the District of New Jersey, as well as the New
Jersey Casino Control Commission and the New Jersey Racing
Commission. Final approval is expected within 60 days.
The company also announced the resignation of three directors:
Joseph K. Fisher, Louis P. Guida, and George E. Norcross. Mr.
Fisher, a long time friend and business acquaintance of Mr.
Brennan's, said that his decision to retire from the board at this
time was particularly appropriate in light of Mr. Brennan's
departure from the company and the expressed desires of ITB's new
management to head in "new and exciting directions" through the
development of its recently-announced Starship Orion project in Las
Vegas.
Commenting on the resignations, Mr. Quigley said, "ITB looks
forward to filling the vacancies with new directors whose background
and experience will complement the implementation of the company's
new strategic direction."
In a separate release, the Company also announced today that its
Orion Casino Corporation subsidiary has executed an agreement to
purchase 15 acres of unimproved land from a subsidiary of ITT
Corporation. The 15 acres are located directly behind and
contiguous to the site of its proposed 21-acre Starship Orion
project. With the addition of this prime land, Starship Orion will
not only be one of the largest properties on the Las Vegas Strip,
but also one of the most accessible. Not only is it ideally located
on the Strip, directly across from Circus Circus, but it will also
have significant frontage on Riviera and Paradise Boulevards,
directly opposite the Las Vegas Hilton and the adjacent Las Vegas
Convention Center, allowing it to attract visitors from virtually
all directions. The increased land will also provide room for
future expansion and increased parking.
International Thoroughbred Breeders is headquartered in Cherry
Hill, New Jersey. The Company owns and operates Garden State Park
in Cherry Hill, New Jersey and Freehold Raceway in Freehold, New
Jersey. The Company's wholly-owned subsidiary, Orion Casino
Corporation, recently announced plans to develop a $1 billion, 5.4
million square foot multiple casino, hotel, retail and entertainment
complex on the Las Vegas Strip opposite Circus Circus on the 21
acres formerly occupied by the El Rancho Hotel and Casino. The
Company expects to announce a corporate name change, more reflective
of its new strategic direction, in the near future.
CONTACT: Jeffrey Lloyd of Sitrick And Company, 310-788-2850
MINNEAPOLIS, April 25, 1996 - JUMPIN' JAX CORPORATION
(OTC Bulletin Board: JJAX), announced today the signing of an
agreement with Lady Luck Bettendorf to open one of its JJAX
Destination Family Entertainment Child Care Centers in the Lady Luck
Center adjacent to their riverboat casino. Alain Uboldi, Lady Luck
President said "JJAX will take about one-fourth of the existing
76,000 square foot facility with the remainder being taken by themed
restaurants and specialty retail." In addition to providing
entertainment for the families of Lady Luck riverboat patrons, JJAX
also will offer contract child care through its wholly owned
subsidiary, Children's Choice Learning Centers to the quad-city
public.
Richmond Chandler, Chairman and Chief Executive Officer stated
"Inclusion of JJAX in the Lady Luck Casino Center is just another
example of the strong sense of corporate responsibility that Lady
Luck has displayed since opening a year ago. We're delighted to
have this opportunity to assist in the development of what we expect
will be the premier attraction of the quad-cities." The JJAX
Entertainment Center will include:
The Company also reported that, as part of its continuing plan
to reorganize Playpal, Inc., its
wholly owned subsidiary with regard
to substantial debt which had been incurred by its prior management,
Playpal has sought the advantages associated with the filing of
Chapter 11 under the Bankruptcy Act. The Company believes that such
bankruptcy filing will afford Playpal with certain economic
benefits, including the significant reduction of approximately $4.0
million in unsecured debt, as well as the renegotiation of secured
debt on terms favorable to Playpal. The Company indicated that the
filing is limited to its Playpal subsidiary and does not apply to
Jumpin' Jax Corporation or its other subsidiaries.
CONTACT: Richmond W. A. Chandler of JUMPIN' JAX CORPORATION,
612-550-1460