HOUSTON, TX -- May 28, 1996 -- Robert A. Searles,
President and Chief Executive Officer of Irata Inc. (NASDAQ:IRATA)
today reported that "the Company is pleased to announce that it has
reached an agreement in principle with its primary lender for terms
to waive the existing default under the loan agreement. The primary
condition is the completion of a private placement to raise
additional capital for the company. The implementation of this
agreement and the completion of the private placement should allow
the company to return to the execution of its business plan."
Irata Inc. developed and presently operates a computerized
version of the traditional self-service photo booth known as "Video
Foto." Booths combine traditional photo options with a variety of
souvenir, novelty and amusement options, utilizing computer imaging
technology, a laser printing device, and other computer hardware and
software, offering users a computer generated photo in 30 seconds
for only $1.00. The company operates booths in enclosed Shopping
Malls, Amusements Parks, Discount Stores, and various amusement
locations in 46 states.
CONTACT: Irata Inc.
Richard Fairchild, Robert Searles, 713/467-4300
RANCHO CUCAMONGA, Calif. -- May 28, 1996 -- Cadiz
Land Co., Inc., (Nasdaq symbol: CLCI)("Cadiz"), announced that on
May 24, 1996, Sun World International,
Inc. ("Sun World") filed a
consensual Plan of Reorganization with the U.S. Bankruptcy Court
which provides for the acquisition of Sun World by Cadiz.
Sun World, one of California's leading agricultural concerns
with approximately $150 million in annual revenues, filed for
Chapter 11 bankruptcy protection in October of 1994 after debt
restructuring negotiations with its existing creditors failed.
Also on May 24, 1996 the Court ordered that the Plan and
accompanying Disclosure Statement be mailed to the various
constituencies by June 10 for a formal vote. The Plan will be
placed before the Court for final confirmation at a hearing
scheduled for July 12, 1996. Assuming satisfaction of all Plan
requirements (including completion of satisfactory documentation),
ownership of Sun World will be transferred to Cadiz approximately
ten days following Plan confirmation.
The achievement of a consensual Plan represents the culmination
of six months of negotiations involving Cadiz and the various
constituencies to the Sun World bankruptcy case. Cadiz commenced
its review of Sun World and its operations in late 1995, and
retained Smith Barney, Inc. to advise it on the proposed
acquisition.
The proposed Plan provides for total consideration of
approximately $175 million for the acquisition. Of this amount,
approximately $153 million will be owed to Sun World's existing
secured lenders through a restructuring of existing debt;
approximately $15 million in cash will be used to settle unsecured
creditors' claims; and approximately $10 million in equity
securities will be issued by Cadiz for the purpose of reducing loan
principal and providing consideration to Sun World's current equity
holders.
In addition, Cadiz will infuse $15 million into Sun World's cash
balance, with the intent of eliminating the requirement for Sun
World to have any additional debt facilities beyond those owed to
its existing secured creditors.
In order to meet its funding requirements under the Plan, Cadiz
will utilize the proceeds of a private placement of convertible
preferred stock which it has agreed to issue to a limited number of
institutional investors.
Following completion of the acquisition, Timothy J. Shaheen will
be named Chief Executive Officer of Sun World. For the last seven
years, Shaheen has been a senior executive at Albert Fisher North
America, the nation's largest produce distributor.
The acquisition also will allow Cadiz to expand its agricultural
and water business development as well as diversify its business
base. "Sun World's customer base, its more than 19,000 acres of
agricultural landholdings, and its senior water rights provide Cadiz
with an ideal operating synergy that will further enhance
shareholder value," said Keith Brackpool, chief executive officer
and director of Cadiz.
Founded in 1983, Cadiz is a publicly held agricultural
development firm that currently owns 42,000 acres of property with
substantial groundwater resources.
CONTACT: Cadiz Land Co., Inc.
Keith Brackpool, 909/980-2738
or
Stoorza, Ziegaus & Metzger, Inc.
Cathy Ann Connelly or Fiona Hutton, 213/891-2822
MARIETTA, Ga. -- May 10, 1996 -- Vista 2000, Inc.
(NASDAQ: VISTE, VISWE) announced today that it has reached an
agreement with Ginarra Holdings, Inc. to expand the Company's Board
of Directors to a total of nine directors, including six additional
independent directors. As part of the agreement, the Company's
incumbent directors have voted to place six new independent
directors on the expanded Board. The Company anticipates that the
call for a special meeting of shareholders for June 28 will be
withdrawn.
Separately, the Company has been informed by its outside
auditors that the audit of Vista 2000 is not yet complete. In
addition, the auditors have informed management that they are not
presently in a position to render an opinion on the Company's
consolidated financial statements as a result of a limitation on the
scope of their work resulting primarily from the inadequacy of the
books and records of the Company's subsidiary, Family Safety
Products, Inc. (FSPI). The Company notes, however, that it expects
the audit of the financial statements of the Company's American
Consumer Products, Incorporated (ACPI) subsidiary, which accounts
for approximately 90% of the Company's 1995 business, to be
completed on the previously announced target date of May 15, 1996.
Also, the Company announced today that it has been notified by
The Nasdaq Stock Market that the Company's publicly traded
securities are scheduled to be delisted from the Nasdaq National
Market. The Company intends to request that its publicly trading
securities continue to be listed on the Nasdaq National Market. A
final determination of this matter will be made following a hearing
on this request. No assurances can be made that a desirable final
outcome of this matter will be reached. If the Company receives an
unfavorable ruling following the hearing and its publicly traded
securities are delisted, the Company intends to apply to have these
traded securities listed on the Nasdaq Small Cap Market.
In addition, the Company announced today that it has been
notified that the U.S. Securities and Exchange Commission (SEC) has
commenced an informal investigation. The Audit Committee of the
Board of Directors is continuing its investigation of the matters
leading up to the auditing difficulties.
The Company also noted that over the last thirty days it has
become a named defendant in fifteen (15) legal actions filed in U.S.
District Court in the Northern District of Georgia and generally
seeking class action status resulting from the Company's previously-
announced financial and accounting improprieties.
"In light of the significant difficulties we are now
experiencing, the Board of Directors determined that an amicable and
swift settlement with Ginarra Holdings is in the best interests of
all shareholders. The incumbent directors have voted to add well-
qualified outside directors to the expanded Board who are determined
to take the steps necessary to reestablish confidence in this
company and its future," said Arnold Johns, President of Vista
2000. "I want to assure everyone that the auditors are working
diligently to conclude their examination, and we are actively
working to prevent financial reporting problems going forward."
Mr. Johns added, "During the next several weeks, we will request
to have our securities continue to trade on the Nasdaq National
Market. We also are taking the required steps to try to enable
continued trading of our public securities on the Nasdaq Small Cap
Market in case our efforts with The Nasdaq Stock Market prove
unproductive."
Vista 2000, Inc.'s businesses include nationally recognized
brands in the areas of hardware, housewares and safety and security
appliances. The Company has facilities in three countries and
services 25,000 retailers nationwide. The products are also sold
directly to consumers through television and magazines.
CONTACT: Robinson Lerer Sawyer Miller, New York
Mr. Nicolas Platt
212/484-7457
Mr. John Quirk
212/484-7699
Mr. John Franklin, III
212/484-7693
fax: 212/484-7411
MARIETTA, Ga. -- May 22, 1996 -- Vista 2000, Inc.
and subsidiaries (NASDAQ: VISTE, VISWE) today announced its
operating results for the year ended December 30, 1995.
The consolidated Vista group reported a net loss for the year
ended December 30, 1995 of $12.9 million. This amounts to a loss of
$2.04 per share based on approximately 6.3 million weighted average
shares outstanding during the period.
Separately, the Company also reported a restatement of its
results for the year ended September 30, 1994. Previously, the
Company had reported losses for this period of $329,000. The
restated loss for this period is $2.1 million, or a loss of $0.94
per share based on approximately 2.3 million weighted average shares
outstanding during the period.
As was previously announced, the Company changed its fiscal year
end from September 30 to December 30 during calendar year 1995.
Accordingly, the Company has reported a loss for the three-month
stub period ended December 31, 1994 of approximately $1.0 million,
or a loss of $0.36 per share based on approximately 2.8 million
weighted average shares outstanding.
On March 26, 1996, the Company announced that it expected to
report a loss for 1995 of approximately $5.0 million. The audit
process was in its initial stages at this time, and certain
adjustments have since been made which were principally, in sum, as
follows: a decrease in the estimated earnings of the America
Consumer Products, Inc. ("ACPI") subsidiary of approximately $1.5
million; an increase in the loss attributable to the Family Safety
Products, Inc. ("FSPI") subsidiary of approximately $1.3 million; an
increase in the loss attributable to the parent holding company of
$3.9 million; and an increase in the loss attributable to
discontinued operations of its subsidiary Promotional Marketing,
Inc. of approximately $1.0 million.
Losses are primarily attributable to acquisition related costs,
inventory liquidations below normal selling prices, production start-
up costs and related materials and manufacturing costs as well as
high general overhead. The decrease in expected earnings from ACPI
is principally due to a restated acquisition date of September 30,
1995 versus a previously reported date of July 31, 1995. Losses at
Vista Corporate consist principally of accrual of unpaid expenses,
reclassification of previously reported default capital costs to
expenses and non-cash charges related to stock compensation.
The accompanying consolidated financial data includes the
accounts of Vista 2000, Inc. and its subsidiaries ACPI, Alabaster
Industries, Inc. ("Alabaster"), FSPI and Intelock.
Year ended December 30, 1995
(Dollar amounts in thousands)
Summary of Statement of Operations
Loss
from
Oper- Discon-
Oper- ating Other Pre-tax tinued Net
Profit ating Profit Income Earnings Oper- Earnings
Sales (Loss) Expenses (Loss) (Expense) (Loss) ations (Loss)
Company
ACPI 26,038 7,190 5,955 1,235 (615) 620 0
620
Alabaster 3,922 142 1,213 (1,071) 4 (1,067) 0
(1,067)
FSPI 1,982 (1,490) 4,316 (5,806) (24) (5,830) 0
(5,830)
Intelock 480 (6) 537 (543) 6 (537) 0
(537)
Vista 2000 0 0 5,297 (5,297) 253 (5,044)(1,000)
(6,044)
Consol-
idated 32,422 5,836 17,318 (11,482)
(376)(11,858)(1,000)(12,858)
As of December 30, 1995
(Dollar amounts in thousands)
Selected Balance Sheet Data
Total Working Long-term Stockholders'
Company Assets Capital Debt Equity
ACPI 50,544 30,948 22,845 0
Alabaster 7,690 618 44 0
FSPI 7,262 1,577 0 0
Intelock 1,315 866 0 0
Vista 2000 291 (1,944) 140 22,930
Consol-
idated 67,102 32,065 23,029 22,930
The Company will examine various operating, legal and corporate
structuring alternatives to reduce the operating losses at the
subsidiary and holding company level. The Company is also reviewing
alternative financing sources for its ongoing operations including,
but not limited to, the sale and leaseback of certain of its real
estate holdings and production equipment, attempting to obtain
additional working capital lines of credit due to seasonal working
capital demands, and a general reduction of its operating expenses.
There is no assurance, however, that the Company will be successful
in obtaining such working capital lines.
Separately, the Company notes that financial controls are being
implemented at the FSPI subsidiary to help prevent the occurrence of
inventory discrepancies in the future. In addition, management
notes that it is taking the necessary steps and implementing
additional financial controls to enable the Company to again be in a
position to receive audited financial statements at the holding
company and subsidiary levels for future fiscal periods. However,
the Company notes that it anticipates having an audited balance
sheet for the Company and all of its subsidiaries as of June 30,
1996. Consequently, the Company does not anticipate having audited
financial statements for a complete year period until December 30,
1996.
As previously reported, the Company's auditors, Grant Thornton
LLP, will disclaim an opinion on the Company's financial statements
for the period ended December 30, 1995 because evidence supporting
the operations of Family Safety Products, Inc. and Intelock
Technologies, Inc. was not available. The Company's records did not
permit the application of auditing procedures to these activities.
The Company intends to file on Form 8-K the financial statements of
the consolidated Vista group as well as the information typically
reported on Form 10-KSB as soon as practicable. Further, the
Company will file its Form 10-Q for the period ended March 31, 1996
when it has determined the operating results for the period.
Vista 2000, Inc.'s businesses include nationally recognized
brands in the areas of hardware, housewares and safety and security
appliances. The Company has facilities in three countries and
services retailers nationwide. The products are also sold directly
to consumers through television and magazines.
CONTACTS: Nicolas Platt
212/484-7457
or
John Quirk
212/484-7699
or
John Franklin, III
212/484-7693
212/484-7411 (Fax)
ISSAQUAH, Wash., May 28, 1996 - Matthew Pazaryna,
president and chief executive officer of Issaquah-based Polymer
Technology International announced today that an out-of-court
settlement was reached between Polymer and LifeScan, Inc., a
subsidiary of Johnson & Johnson. The agreement was approved by the
U.S. Bankruptcy Court, Seattle, Washington.
As a result of the settlement, the parties have agreed to
discontinue further litigation regarding the decision reached last
may by the U.S. Federal District Court in Seattle. In that
decision, the court found in favor of LifeScan's claim of patent
infringement for the "no-wipe" test strips manufactured by Polymer
and used in LifeScan's One Touch(R) blood glucose meters.
"Not only is this settlement good news for the company, but it
is an important step in rebuilding Polymer as we re-enter the blood
glucose monitoring business," said Pazaryna.
"By moving forward with our reorganization plan, we can continue
to meet the special needs of our loyal customers who struggle with
the day- to-day challenges of diabetes."
Founded in 1988, Polymer manufactured and marketed First
Choice(TM) blood glucose "no-wipe" test strips used by people with
diabetes to monitor their daily blood glucose levels. Polymer
continues to manufacture its "wipe" test strips for other meters in
the market.
In the near future, Polymer is planning to deliver a new cost-
effective, high quality test strip to be used in its new meter. The
company anticipates submitting its 510k to the Food and Drug
Administration later this year.
CONTACT: Jamie Gier of Polymer Technology, 206-391-3695