Granny Goose Foods Inc. Purchases Country
Club Foods Inc.
OAKLAND, Calif.--July 10, 1997--Granny Goose Foods Inc.
announced today that it has successfully acquired Country Club
Foods Inc. (dba Clover Club Foods), the Kaysville, Utah-based
snack foods manufacturer.
This acquisition comes on the heels of Granny Goose's
resurgence in Northern California, where the company has gained a
dominant second position in the salty snack category. Likewise,
since its expansion into Southern California, the company has
already gained a foothold as the number two salty snack
manufacturer in the region.
Granny Goose is committed to further development of the
Southern California market, and those plans should be accelerated
greatly by the book of business which Country Club possessed in
the area. To meet the growing demand, Granny Goose plans to add
an additional 100 routes in Southern California during the next
three months.
Clover Club Foods has produced salty snack foods in Kaysville,
Utah for 58 years. The company's 325-plus employees manufacture
and distribute a full line of salty snacks under the brand labels
of Clover Club, La Famous, Country Crisp, Mamacita, Red Seal and
El Dorado.
The company's distribution area includes Utah, Idaho, Arizona,
New Mexico, West Texas, Colorado, Wyoming, Nevada and Southern
California. The acquisition will allow for full utilization of
the Kaysville plant's capacity, as well as assuring consumers of
continued brand presence in the Mountain States and the
Southwest.
Based in Oakland, Granny Goose Foods is the largest regional
snack food manufacturer in the West. Since acquiring Granny Goose
Foods in July of 1995, CEO Keith Kim and his management team have
overcome many of the same obstacles which faced Clover Club, as
they turned around performance and recapitalized the company with
sufficient funding to assure strong future growth. The Granny
Goose brand is currently marketed in California, Oregon,
Washington and Hawaii.
Clover Club Foods entered Chapter 11 bankruptcy on Nov. 14,
1995; the sale to Granny Goose culminates a dramatic turnaround
in the company's performance over the past year. The combined
entity will benefit from the use of operating plants in Oakland;
and Kaysville, Utah; and from the implementation of a
company-wide handheld computer system for all routes. All told,
the combined sales of both companies are expected to exceed $150
million annually.
The companies form a perfect geographical match, and the
takeover now makes Granny Goose the only super-regional snack
food manufacturer to serve all 13 western states.
CONTACT: EvansGroup Jeff Hasen or Joy Kohnken, 801/364-7452
Statement of Carl Icahn, Chairman of Marvel
Entertainment, on Agreement to Combine Marvel and Toy Biz
NEW YORK, NY --July 10, 1997--Carl Icahn, Chairman of
MRV), today issued the following statement regarding the
agreement in principle reached today among Marvel, its
bondholders, Toy Biz, Inc. (NYSE: TBZ), and The Chase Manhattan
Bank to combine Marvel and Toy Biz in a single company controlled
by Marvel's current owners.
"We're pleased that only three weeks after taking control
of the Marvel Board we have been able to get all parties together
on a mutually beneficial agreement that will reunite Marvel and
Toy Biz as one company. Conflicts and divisiveness between the
toy company and the rest of Marvel have been a major problem over
the last few years and have hurt all of Marvel's constituencies.
With this agreement, this problem should now be rectified, and
all of Marvel's properties and assets will be combined under one
roof where they belong. We want to move quickly to negotiate
definitive documentation and obtain the requisite approvals from
the Marvel and Toy Biz Boards that will enable us to submit a
single, consensual plan to the bankruptcy court."
CONTACT: Sard Verbinnen & Co. George Sard/Paul
Caminiti/Stephanie Pillersdorf 212/687-8080
Toy Biz Announces Agreement in Principle to Combine
NEW YORK,NY July 10, 1997 - Toy Biz, Inc. (NYSE: TBZ)
announced today that is has reached an agreement in principle
with Marvel Entertainment Group,
Inc. (NYSE: MRV), the principal unsecured creditors of
Marvel's holding companies and The Chase Manhattan Bank, which is
one of Marvel's principal secured creditors, on certain key
economic terms of an arrangement to combine Marvel and Toy Biz.
Under the arrangement, Marvel and Toy Biz would be combined in
a transaction which provides the stockholders of Toy Biz, other
than Marvel, with 49% of the common stock of the combined entity
and provides the stockholders of Marvel, including the unsecured
creditors of Marvel's holding companies, with 51% of the common
stock of the combined entity pursuant to a rights offering.
High River Limited Partnership, which is controlled by Carl
Icahn, and Westgate International, L.P., both of which are
unsecured creditors of Marvel's holding companies, have agreed in
principle to purchase the debt held by Marvel's secured lenders
in exchange for $395 million in cash and warrants to acquire ten
percent (10%) of the combined entity. In addition, Marvel's
secured lenders would receive Marvel's Fleer Corp. and Panini
S.p.A. subsidiaries in exchange for a reduction of $200 to $215
million in Marvel's secured debt.
High River and Westgate would have a majority of the board of
directors of the combined entity and would provide the combined
entity with $225 million in term indebtedness in which Marvel's
equity holders would have the right to participate pursuant to
the rights offering. The warrants would have an exercise price
based on the combined entity having a net equity value of $525
million. The proceeds of the rights offering would be used to
retire the Marvel secured debt acquired by High River and
Westgate.
The agreement in principle is subject to negotiation of
definitive agreements, bankruptcy court approval and approval of
Marvel and Toy Biz' board of directors, among other conditions.
As a matter of policy, neither Marvel nor Toy Biz will comment
on ongoing discussions or rumors with respect to their
discussions.
SOURCE Toy Biz, Inc. /CONTACT: Media - Kerry O'Brien,
212-704-8292, or Analysts - Joseph Kist, 212-704-8239 or Devin
McDonell, 212-704-4523, all of Edelman Financial for Toy Biz/
A.M. Best downgrades Signature Group to "B" after
OLDWICK, N.J.---July 10, 1997--Effective immediately, the
"B++" (Very Good) ratings of four Signature Group
members have been lowered to "B" (Fair) and removed
from under review. The downgrade to A.M. Best's highest
"Vulnerable" rating follows the July 7 announcement
that the group's ultimate parent,
has filed for Chapter 11 bankruptcy protection. The action
reflects the uncertainty surrounding the financial impact on the
Signature Group and its future ownership. The companies affected
are Forum Insurance Co., Montgomery Ward Insurance Co.,
Montgomery Ward Life Insurance Co. and the Signature Life
Insurance Company of America.
Montgomery Ward recorded a $249 million net loss for 1996 and
expects an additional $248 million net loss in the first half of
1997. In recent weeks, the retailer reportedly failed to make
payments to its suppliers, causing many of them to stop
shipments. The bankruptcy filing came after Montgomery Ward's
lenders declined to extend over $1.4 billion in debt coming due
in August.
General Electric Capital Corp., which owns 57% of Montgomery
Ward Holding Corp., has committed to provide $1 billion of
debtor- in-possession financing to Montgomery Ward, $300 million
of which has been approved by the Federal Bankruptcy Court. It is
anticipated that the remaining $700 million will be approved at
the July 31, 1997 hearing. The bankruptcy filing allows
Montgomery Ward to create a recovery plan without the threat of
legal action by creditors. A new management team was installed at
Montgomery Ward in January 1997 to implement a new merchandising
strategy and explore capital restructuring alternatives.
Signature Financial/Marketing Inc. was not included in the
bankruptcy filing, since it is a separate corporate entity that
remains solvent. Accordingly, its liabilities have not been
frozen and will continue to be paid on a regular basis.
Montgomery Ward has been trying to sell the Signature Group. HFS
Inc., which has been reported as a potential buyer of Signature,
stated it would revisit the purchase following the successful
conclusion of Montgomery Ward's reorganization. Approximately 40%
of Signature's business is derived from marketing Montgomery Ward
credit cardholders.
A.M. Best will closely monitor Montgomery Ward's situation and
its impact on the Signature Group insurers, including the
potential sale of Signature and any change in distribution, its
business and transactions with Montgomery Ward, or any possible
regulatory action.
A.M. Best Co., established in 1899, is America's oldest and
most widely recognized insurance rating and information source.
CONTACT: Jeffrey Dunsavage 908/439-2200, ext. 5618
dunsavj@ambest.com