LOS ANGELES, March 1, 2005 (PRIMEZONE) -- In connection with discussions occurring in and around February 2005 concerning a potential restructuring of certain obligations of Tom's Foods Inc. (the "Company" or "Tom's"), the Company has provided, during that time, confidential information to members of an informal committee (the "Committee") of certain unaffiliated holders (the "Noteholders") of the Company's 10.5% Senior Secured Notes due 2004 (the "Notes"). Pursuant to one or more confidentiality agreements, certain of the Noteholders were authorized to disclose this confidential information in the event that the Company failed to disclose such information within two business days of the Noteholders' written demand made after February 18, 2005, or if the Company's disclosure, if any, was deemed inadequate by certain of the Noteholders. The Noteholders who received such information express no view as to the validity, accuracy, or completeness of the information provided to them by the Company. Accordingly, the Noteholders who received such information cannot verify whether the information herein is current, correct, relevant or may have been superceded by subsequent events or otherwise. Furthermore, the Committee's attorneys and financial advisors may possess confidential information that they cannot share with the Committee because of their own confidentiality agreements with the Company or otherwise, and such information may affect the information herein. As such, recipients of the information should consult their advisors before relying upon such information. In addition, the Noteholders have no obligation to update the information. Since the Company has failed to disclose information made available to certain of the Noteholders, the Noteholders who have received that information hereby disclose the information that was provided to them in connection with those restructuring discussions:
-- Proposed Restructuring Terms - In connection with the potential
restructuring, certain of the Noteholders received settlement
proposals from the Company's largest shareholder, Heico Holdings,
Inc. ("Heico"), including a proposal in which Heico and other
participating shareholders would invest "new money" of up to $15
million of cash in connection with a proposed restructuring (the
"Heico Proposal"). Under the Heico Proposal, the "new money"
would fund (i) a $7 million principal paydown of Noteholder
claims, (ii) $3.15 million of overdue accrued interest originally
due November 1, 2004, and (iii) $4.85 million of the Company's
working capital needs. Remaining Noteholder principal of $53
million and additional accrued interest through May 1, 2005 of
$3.15 million would be extended through a new $56.15 million
secured note maturing in November 2008. The Heico Proposal would
have granted Noteholders additional collateral, including
currently unencumbered plants in Florida and Tennessee and
related assets. Refer to the attached Exhibit A for additional
details of the Heico Proposal.
-- Historical and Projected Financial Information - In connection
with the potential restructuring, certain of the Noteholders
received detailed financial information provided by the Company.
Such financial information included (i) the Company's projections
for fiscal 2005, (ii) historical and projected sales by each of
the Company's sales channels, (iii) historical financial
information for each of the Company's four-week sales periods,
and (iv) projected liquidity based on the Company's fiscal 2005
projections. Refer to the attached Exhibit B for additional
detail of the historical and projected financial information.
-- Collateral Information - In connection with the potential
restructuring, certain of the Noteholders received summary
information on the Company's various collateral. Such collateral
information included (i) a summary of the Company's credit
facility borrowing base as of December 14, 2004, and (ii) a
summary of appraised values for the facilities securing the 10.5%
Senior Secured Notes. Refer to the attached Exhibit C for
additional detail on the Company's collateral.
-- Business Information - In connection with the potential
restructuring, certain of the Noteholders received additional
information on the Company's operations, including sales channels
and distribution strategy. Refer to the attached Exhibit D for a
summary of such business information.
Exhibits regarding the information in this release can be found at: http://media.primezone.com/cache/1784/file/1750.pdf