Tom Brown, Inc. announces confirmation of Presidio Oil Company acquisition
MIDLAND, Texas--Dec. 11, 1996--Tom Brown, Inc. ("Company")
(NASDAQ:TMBR) announced today that Presidio Oil Company's Chapter 11
Bankruptcy reorganization plan, which is based upon Tom Brown's agreement to
acquire Presidio, was confirmed yesterday by the United States Bankruptcy Court for
the District of Delaware. No creditor class objected to the confirmation of the plan.
The Company's acquisition of Presidio should close by year end.
The Company has agreed to purchase Presidio Oil Company for $193.1 million
(consisting of approximately $105 million in cash and 5.35 million shares of Tom
Brown, Inc. Common Stock valued at $16.50 per share) plus the assumption of
certain liabilities. The Company currently owns 56% of Presidio's Senior Gas Index
Notes; therefore, it will receive a portion of the purchase price. The net
consideration required of the Company will be approximately $105 million in cash
and 2.71 million shares of Tom Brown, Inc. Common Stock.
Donald L. Evans, Chairman of the Board and CEO of Tom Brown, Inc. said "The
acquisition of Presidio will significantly expand the Company's production, reserve
and undeveloped land base, especially in the Rocky Mountain region. This timely
acquisition is an outstanding fit with our existing assets."
Tom Brown, Inc. is an independent energy company engaged in the domestic
exploration for, and the acquisition, development, production and sale of, natural gas
and crude oil. Its stock is traded in the over-the-counter market and appears on the
NASD National Market system under the symbol "TMBR."
CONTACT: Tom Brown, Inc., Midland Donald L. Evans, 915/682-9715
Precision Systems announces fourth quarter and fiscal year 1996 results
ST. PETERSBURG, Fla.--Dec. 11, 1996--Precision Systems Inc.
(NASDAQ:PSYS;BSTN:PNS) Wednesday announced results for its fourth quarter
and fiscal year ended Aug. 31, 1996.
Revenue for the three month period ended Aug. 31, 1996, increased approximately
$2.5 million, or 35.7 percent to $9.3 million as compared with $6.9 million for the
same period last year before adjusting for a $3.7 million change in estimate related to
the company's international operations in the previous quarter. For the current
three-month period, the company had a net loss of approximately ($29.8) million, or
($1.75) per share compared with net income of approximately $100,000, or $.01 per
share for the same quarter of the previous year. The primary reason for the reported
loss relates to a broad-based restructuring (the "Restructuring"), which was
announced Sept. 3, 1996 which included $23.3 million of non-cash charges related to
the accelerated write-off of intangibles associated with its acquisitions, and $1.1
million of miscellaneous charges primarily related to severance payments for
approximately 60 employees. Excluding the Restructuring charges, the company on a
pro-forma basis would have reported a net loss of approximately ($5.0) million, or
($.29) per share.
For fiscal year 1996, revenue increased approximately $5.2 million, or 24.1 percent
to $26.7 million as compared with $21.5 million in fiscal year 1995. As a result of
the Restructuring, the company had a net loss in fiscal year 1996 of ($34.7) million,
or ($2.36) per share compared with a net loss of ($2.6) million, or ($.24) per share
in fiscal year 1995. Excluding the Restructuring charges, the company on a pro-forma
basis would have reported a net loss of approximately ($10.3) million, or ($.70) per
share.
Wim Huisman, president and chief executive officer, stated: "While our performance
has been less than satisfactory, we are pleased that the most difficult part of the
Restructuring phase is now firmly behind us. While many challenges lie ahead, we
look forward to benefiting from the combined global strengths of Precision Systems
and Vicorp."
Precision Systems and its subsidiary Vicorp N.V., provide solutions which simplify
and personalize communications. The company's suite of software-based products
are used by global wireless, wireline, and private network providers to deploy a
wide range of voice, data, and video-based enhanced services in more than 600
installations in 35 countries. Headquartered in St. Petersburg, Fla. (USA), Precision
Systems has sales and support offices in more than 15 countries worldwide.
Precision Systems Inc.
Comparative Analysis
For 3 Months For
Year
Ended Aug. 31, Ended
Aug. 31,
1996 1995 1996
1995
Revenue (A) $ 9,317,829 $6,864,084
$26,702,827 $21,521,733 Net income
(loss) ($29,815,688) $ 84,329
($34,693,961)
($2,648,344)
Earnings (loss)
per share:
Net income (loss) ($1.75) $.01
($2.36) ($.24) Weighted
average shares
outstanding 17,031,575 10,938,213
14,677,220 10,956,640
Note A: Revenue for the fourth quarter ended Aug. 31,
1996 is
reported before adjusting for a $3.7 million
change in estimate related to the company's
international operations in the previous quarter.
CONTACT: Precision Systems Inc., St. Petersburg Steven H. Grant, Chief Financial
Officer 813/572-9300, ext. 3174 or Paula Burk, Corporate Marketing Manager
813/572-9300, ext. 3189
Court Approves Bashas'/Megafoods Deal
CHANDLER, Ariz., Dec. 11, 1996 - The U.S. Bankruptcy Court in Phoenix today
approved the agreement between Magafoods (OTC Bulletin Board: MEGFQ) and
Bashas' for Bashas' to purchase the 15 Megafoods stores in Arizona.
Bashas' intends to act as a strong support team to the current Megafoods operational
managers as they continue to operate the Megafoods stores using the price-impact
philosophy. As with past acquisitions that Bashes has made, all Megafoods
employees will be encouraged to apply to work for Bashas'. It is anticipated that
most of the 900-l,000 employees will be retained.
"We're pleased to be able to offer our employees this opportuinity to join a great
local company with a reputation that spans over 64 years," said Megafoods President
William White. "The Megafoods concept is still sound, and with Bashas support the
stores have the chance to prospecr as never before," he added.
Bashas' President Wayne C. Manning echoed White's enthusiasm. "We're committed
to serving the community through the Megafoods low priced concept," he said. "In the
past 5 years, Bashas' had added stores with many different names and based on
different merchandising concepts. Megafoods will become a strong arm of our
overall operations. We welcome the experienced Megafoods employees to become
Bashas' members and help us make Megafoods all that we think it can be," he added.
Megafoods was founded in 1987 as a unique price-impact warehouse grocery store.
The chain grew to include 7l stores in Arizona, Texas, California and Nevada and
employed 5,522 people at its largest. After filing for protection from creditors under
Chapter 11 of the U.S. Bankruptcy Code in August 1994, the coomany restructured to
focus on the Arizona and greater San Antonio, Texas, markets. Megafoods currently
operates 16 stores in Arizona and 23 in Texas under the Handy Andy name.
Bashas' was founded in 1932 by brothers Ike and Eddie Basha Sr. The chain has
grown to encompass 73 stores, primarily in Arizona. In addition to stores operating
under the Bashas' name, the chain also has stores under the names AJ's Fine Foods,
Food City, Bashas' Bargain Basket and Bashas' Mercado. The company employs
5,500 people, and opens 2-3 new stores per year.
SOURCE Megafoods /CONTACT: William White of Megafoods, 602-545-3830/
Pudgie's Chicken Announces Co-Branded Effort With Blimpie
UNIONDALE, N.Y., Dec. 11, 1996 - Pudgie's Chicken, Inc. (Nasdaq: PUDGQ), an
operator of quick service, takeout and delivery restaurants, announced today it has
signed a co-branded agreement with Blimpie franchisee Bill Nasim. Under the terms
of the agreement, Mr. Nasim, a multi- unit operator of Blimpie International
restaurants, will own and operate a co- branded restaurant located in Hempstead,
N.Y. This unit is expected to be operational in the next two months.
This restaurant will showcase a full-service Pudgie's restaurant with its menu of high
quality foods, including its signature product of fresh, skinless chicken and a
full-service Blimpie restaurant.
"We are delighted with this opportunity to open a co-branded unit with Blimpie,"
said Steven Wasserman, President and CEO of Pudgie's Chicken. "We believe that
our operations fit nicely, given that Blimpie sell best in the afternoon and Pudgie's
chicken in the late afternoon and evening. In addition, this co-branding effort permits
our franchisee to cut costs by sharing real estate, management and equipment
expenses."
Pudgie's Chicken announced on September 18, 1996 that it had filed a voluntary
petition for reorganization under Chapter 11 of the Bankruptcy Code.
Pudgie's Chicken operates and franchises quick service Pudgie's Famous Chicken
restaurants with an emphasis on Home Delivery that offer tasty, reasonably priced
meals featuring fresh skinless fried chicken. Pudgie's also offers barbecued ribs,
shrimp, corn on the cob, mashed potatoes, rice, salads and other side dishes.
You can also contact Pudgie's on their Web Site HTTP://ISON.COM/PUDGIES/.
SOURCE Pudgie's Chicken, Inc. /CONTACT: Steven Wasserman, President & CEO
of Pudgie's Chicken, 516-222-8833; or Joe Calabrese or Kerry Thalheim of The
Financial Relations Board, 212-661-8030/
Borland Expects Third Quarter Operating Loss of $.52 to $.62 Per Share
SCOTTS VALLEY, Calif., Dec. 11, 1996 - Borland International Inc. (Nasdaq:
BORL) today announced that it expects to report an operating loss for the quarter
ending December 31, 1996 of between $.52 and $.62 per share on revenues of
approximately $33 to $36 million. In addition, the Company will be incurring
one-time costs associated with the acquisition of Open Environment Corp. and for
restructuring actions taken during the quarter. These operating results include for the
first time the combined results of Borland and Open Environment. Borland acquired
Open Environment, a provider of scalable, multi-tier technology, on November 18,
1996.
The anticipated loss is due, in part, to not shipping any new products in the quarter
and slowing sales of existing, mature products as customers are anticipating
Borland's upcoming and previously announced product releases. Another contributing
factor is the inclusion of Open Environment's operating losses for the quarter.
Borland will be incurring charges this quarter for the worldwide restructuring of its
corporate structure and for the one- time costs of the Open Environment acquisition.
In October, restructuring actions reduced Borland's corporate headcount by
approximately 15 percent or 125 individuals.
"Borland is continuing to take steps aimed at returning to profitability and achieving
sustainable growth in fiscal 1998," said Paul Emery, vice president of finance and
chief financial officer. "This quarter's expected lower revenues are largely a result of
not shipping new products in the quarter. Additionally, costs associated with the
acquisition of Open Environment and our organizational restructuring actions in
October are expected to substantially increase our expenses for this quarter."
Delbert W. Yocam, who joined Borland as chairman of the Board of Directors and
chief executive officer on December 2, said that he will be carefully evaluating
Borland's cost structure and product strategy over the next quarter, and expects to put
in place a turnaround strategy for the company in the first quarter of fiscal 1998.
"At this point, it's too early for me to give detailed information on the steps we will
need to take to return to profitability," added Yocam. "However, one high-priority
objective is to strengthen Borland's management and operations, and successfully
launch three new products over the next three quarters."
As a part of Borland's Golden Gate product strategy, the company is planning to ship
three new products beginning in the fourth quarter of FY97 and FY98. The three
products - called Borland JBuilder, Delphi 97 and C++ Builder - are designed for
client/server and Internet developers building business applications for the
departmental and centralized IT marketplaces. All three products are tightly
integrated as a family of tools and have been applauded by beta testers and trade
press product reviewers for their quality, performance and ease-of-use.
"It's clear that Borland has a rich heritage of high-quality, leading-edge technology
and that more great products are planned for its future," added Yocam. "The
challenge and exciting opportunity that attracted me to Borland, however, was the
idea of taking Borland's great technology and coupling it with strong management and
focused sales and marketing in order to return the company to market leadership."
Borland International Inc. is a leading provider of products and services targeted to
software developers. Borland is distinguished for its high-quality software
development tools, which include Delphi, Delphi Client/Server, IntraBuilder,
Borland C++, Visual dBASE, Paradox and InterBase. Borland's award-winning
products are supported through comprehensive programs for small- and large-sized
software developers, corporate developers, value added resellers and systems
integrators. Founded in 1983, Borland is headquartered in Scotts Valley, California.
Note: Statements in this release concerning Borland's profitability goals, the
anticipated impact of the Company's planned expense reductions, scheduled product
availability dates, and the Company's future prospects are forward-looking
statements that involve a number of uncertainties and risks. Factors that could cause
actual events or results to differ materially include the following: sales productivity,
possible disruptive effects of organizational or personnel changes, shifts in customer
demand, market acceptance of the Company's new or enhanced products, customer
and industry analyst perception of the Company and its technology vision, rapid
technological changes, competitive factors, unanticipated delays in scheduled
product availability dates (which could result from various occurrences including
development or testing difficulties, software errors, shortages in appropriately
skilled software engineers and project management problems), interoperability of the
Company's products with leading software application products, general business
conditions and market growth rates in the client/server and Internet software markets,
and other factors described in the Company's S.E.C. reports on forms 10-K, 10- Q,
8-K and the Borland prospectus relating to the acquisition of Open Environment
Corporation.
SOURCE Borland International Inc. /CONTACT: Vallee Hubbard, Investor
Relations, 408-431-1525, or Paul Emery, Chief Financial Officer, 408-431-1084,
both of Borland International Inc./