Common use of CERTAIN INFORMATION CONCERNING THE COMPANY Clause in Contracts

CERTAIN INFORMATION CONCERNING THE COMPANY. The information concerning the Company contained in this Offer to Purchase, including financial information, has been furnished by the Company or been taken from or based upon publicly available documents 11 and records on file with the Commission and other public sources. Neither Parent, Purchaser nor the Dealer Manager assumes any responsibility for the accuracy or completeness of the information concerning the Company contained in such documents and records or for any failure by the Company to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to Parent, Purchaser or the Dealer Manager. The Company is a Delaware corporation and its principal executive offices are located at 00-000 Xxxxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxx 00000, telephone (000) 000-0000. The Company has additional executive, operational and administrative offices at 000 Xxxxxx Xxxxxxxx Drive, Morristown, Tennessee 37813, telephone (000) 000-0000. The Company is the leading designer, manufacturer and distributor of seating products used in the hospitality (including lodging, gaming, interval vacation and country club) and food service industries. The Company produces and markets under the "XXXXXX XXXXXXXX" brand name an extensive line of seating products, including wood, metal and rattan chairs, bar stools, sofas and sleep sofas and stacking chairs, as well as banquet-related products under the "XXXX XXXXXX" brand name, including folding tables, food service carts and portable dance floors. In addition, the Company designs and manufactures seating products under the "THONET" brand name for the university, health care and other institutional markets. The Company also manufactures vinyl wallcovering products for residential, hotel and office use. The Company markets these products under the brand name "SELLERS & XXXXXXXXX." The Company manufactures approximately 350 standard furniture products for the hospitality and food service industries, and approximately 200 standard products for the university, health care and other institutional markets. The majority of these products are supplied under special order and finished and upholstered to customer's specifications. The Company distributes its products both domestically and internationally. The Company has showrooms and sales offices in 13 cities in the United States, as well as distributors in 33 foreign countries. Many of these distributors are concentrated in Europe and Asia. In addition, the Company utilizes its local facilities and existing distribution channels to assemble and distribute products in the United States imported from European sources. The Company also exhibits at major national and international trade shows. As of December 31, 1998, the Company had 1,720 full-time employees. Of these, 1,513 were engaged in manufacturing, 104 in administrative and clerical positions, and 103 in sales and marketing. Those engaged in manufacturing included 251 employees in Mexico. Hourly manufacturing employees at two of the Company's manufacturing facilities are represented by separate bargaining agreements with contracts expiring in November 1999 (covering approximately 600 employees) and November 2000 (covering approximately 200 employees). Set forth below is certain selected consolidated financial information with respect to the Company, excerpted or derived from the Company's 1998 Annual Report to Stockholders and its Quarterly Report on Form 10-Q for the quarter ended March 31, 1999, both filed with the Commission pursuant to the Exchange Act. More comprehensive financial information is included in such reports and in other documents filed by the Company with the Commission. The following summary is qualified in its entirety by reference to such reports and other documents and all of the financial information (including any related notes) contained therein. Such reports and other documents may be inspected and copies may be obtained from the Commission and the NYSE in the manner set forth below. 12 XXXXXX XXXXXXXX INDUSTRIES, INC. SELECTED CONSOLIDATED FINANCIAL INFORMATION (In thousands, except per share amounts) Three Months Fiscal Year Ended December Ended March 31, 31, --------------- -------------------------- 1999 1998 1998 1997 1996 ------- ------- -------- -------- -------- (unaudited) Income Statement Data: Net sales......................... $43,128 $38,484 $165,937 $157,779 $149,481 Income from continuing operations before income taxes.............. $ 3,538 $ 3,298 $ 16,805 $ 14,743 $ 11,476 Income from continuing operations. $ 2,264 $ 2,078 $ 10,614 $ 9,677 $ 7,756 Net income per share from continuing operations--diluted.............. $ 0.26 $ 0.22 $ 1.17 $ 1.05 $ 0.88 Weighted average shares outstanding...................... 8,786 9,296 9,108 9,250 8,838 At March 31, At December 31, ----------- --------------- 1999 1998 1997 ----------- ------- ------- (unaudited) Balance Sheet Data: Inventories....................................... $23,307 $22,544 $17,768 Property and equipment, net....................... $25,926 $25,985 $24,611 Total assets...................................... $88,645 $89,633 $97,238 Long-term debt, including current maturities...... $ 2,000 $ 3,000 $ 7,000 Stockholders' equity.............................. $65,024 $64,695 $71,772 In the course of Parent's due diligence review of the Company, the Company provided Parent with certain business and financial information which was not publicly available. Such information included the Company's 1999 Summary Business Plan prepared by management of the Company (the "Summary") which contained estimated results of operations for the Company's fiscal year ending December 31, 1999. The Summary does not take into account, and has not been adjusted to reflect, any of the potential effects of the Offer or the Merger. Moreover, the Summary was not prepared with a view to public disclosure or compliance with published guidelines of the Commission or the guidelines established by the American Institute of Certified Public Accountants. The information from the Summary set forth below is included in this Offer to Purchase solely because such information was provided to Parent in connection with its evaluation of the Company. Parent was not furnished with any written information regarding the assumptions used by the Company in preparing the Summary or any schedules supporting any amounts contained therein. Parent did not rely on the Summary to any significant degree in formulating the Offer Price or other material terms of the Merger Agreement or the transactions contemplated thereby. As a matter of course, the Company does not make public projections or forecasts of its anticipated financial position or results of operations. Accordingly, the Company does not anticipate that it will, and it disclaims any obligations to, furnish updated forecasts or projections to any person, cause such information to be included in documents required to be filed with the Commission, or otherwise make such information public. The information from the Summary should be evaluated in conjunction with the historical financial statements and other information regarding the Company contained elsewhere in this Offer to Purchase and the Company's public filings with the Commission. In light of the foregoing factors and risks inherent in the Summary, holders of Shares are cautioned not to place undue or significant reliance thereon. The Company's estimated results of operations for its fiscal year 1999, as set forth in the Summary, is set forth below. 13 1999 Estimated Results of Operations

CERTAIN INFORMATION CONCERNING THE COMPANY. The Except as otherwise set forth herein, the information concerning the Company contained in this Offer to Purchase, including financial information, has been furnished by the Company or has been taken from or based upon publicly available documents 11 and records on file with the Commission and other public sources. Neither ParentAlthough neither the Offeror nor the Parent has any knowledge that would indicate that statements contained herein based upon such information or documents are untrue, Purchaser neither the Offeror, the Parent nor the Dealer Manager assumes any responsibility for the accuracy or completeness of the information concerning the Company Company, furnished by the Company, or contained in such documents and records or for any failure by the Company to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to Parent, Purchaser the Offeror or the Dealer ManagerParent. The Company is a Delaware corporation and with its principal executive offices are located at 00-000 Xxxxxxxxxxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Company provides electronic information retrieval services to major medical and research centers throughout the world. The Company is based in New York and has several international offices. The Company is subject to the informational requirements of the Exchange Act and in accordance therewith files periodic reports, proxy statements and other information with the Commission relating to its business, financial condition and other matters. The Company is required to disclose in such proxy statements certain information, as of particular dates, concerning the Company's directors and officers, their remuneration, stock options granted to them, the principal holders of the Company's securities and any material interests of such persons in transactions with the Company. Such reports, proxy statements and other information may be inspected at the public reference facilities maintained by the Commission at Room1024, 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, and at the regional offices of the Commission located at Seven World Trade Center, 13th Floor, New York, New York 10048 and Citicorp Center, 000 Xxxx Xxxxxxx Xxxxxx (Xxxxx000), Xxxxxxx, Xxxxxxxx 00000. Copies of such material may also be obtained by mail, telephone (000) 000-0000at prescribed rates, from the Commission's principal office at 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. The Company has additional executive, operational and administrative offices Commission also maintains a World Wide Web site on the internet at 000 Xxxxxx Xxxxxxxx Drive, Morristown, Tennessee 37813, telephone (000) 000-0000. The Company is the leading designer, manufacturer and distributor of seating products used in the hospitality (including lodging, gaming, interval vacation and country club) and food service industries. The Company produces and markets under the "XXXXXX XXXXXXXX" brand name an extensive line of seating products, including wood, metal and rattan chairs, bar stools, sofas and sleep sofas and stacking chairs, as well as banquet-related products under the "XXXX XXXXXX" brand name, including folding tables, food service carts and portable dance floors. In addition, the Company designs and manufactures seating products under the "THONET" brand name for the university, health care xxxx://xxx.xxx.xxx that contains reports and other institutional marketsinformation regarding registrants that file electronically with the Commission. The Company Such material should also manufactures vinyl wallcovering products be available for residentialinspection at the offices of NASDAQ, hotel and office use. The Company markets these products under the brand name "SELLERS & XXXXXXXXX." The Company manufactures approximately 350 standard furniture products for the hospitality and food service industries0000 X Xxxxxx, and approximately 200 standard products for the universityX.X., health care and other institutional markets. The majority of these products are supplied under special order and finished and upholstered to customer's specifications. The Company distributes its products both domestically and internationally. The Company has showrooms and sales offices in 13 cities in the United States, as well as distributors in 33 foreign countries. Many of these distributors are concentrated in Europe and Asia. In addition, the Company utilizes its local facilities and existing distribution channels to assemble and distribute products in the United States imported from European sources. The Company also exhibits at major national and international trade shows. As of December 31, 1998, the Company had 1,720 full-time employees. Of these, 1,513 were engaged in manufacturing, 104 in administrative and clerical positions, and 103 in sales and marketing. Those engaged in manufacturing included 251 employees in Mexico. Hourly manufacturing employees at two of the Company's manufacturing facilities are represented by separate bargaining agreements with contracts expiring in November 1999 (covering approximately 600 employees) and November 2000 (covering approximately 200 employees)Xxxxxxxxxx X.X. 00000. Set forth below is certain selected summary consolidated financial information data with respect to the Company, Company excerpted or derived from the Company's 1998 Annual Report to Stockholders annual report on Form 10-K for the year ended December 31, 1997 and its Quarterly Report quarterly report on Form 10-Q for the quarter ended March 31June 30, 1999, both filed with the Commission pursuant to the Exchange Act1998. More comprehensive financial information is included in such the reports and in other documents filed by the Company with the Commission. The , and the following summary is qualified in its entirety by reference to such the reports and other documents and all of the financial information (including any related notes) contained thereinin the Company's annual report on Form 10-K for the year ended December 31, 1997 and its quarterly report on Form 10-Q for the quarter ended June 30, 1998. Such reports and other documents may should be inspected available for inspection and copies may thereof should be obtained from the Commission and the NYSE obtainable in the manner set forth below. 12 XXXXXX XXXXXXXX INDUSTRIESCONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, INC. SELECTED CONSOLIDATED FINANCIAL INFORMATION EXCEPT PER SHARE AMOUNTS) YEAR ENDED SIX MONTHS ENDED DECEMBER 31, JUNE 30, ------------------------- ------------------------- 1997(3) 1996 1998 1997 -------- ------- ------- ------- UNAUDITED UNAUDITED Revenues: Database subscriptions and software ....................... $24,109 $30,823 $16,924 $16,651 Maintenance and other ..................................... 3,141 2,782 1,747 1,601 ------- ------- ------- ------- Total revenues ........................................... 27,250 33,605 18,671 18,252 ------- ------- ------- ------- Cost of revenues: Database subscriptions and software ....................... 14,470 10,779 7,536 6,003 Maintenance and other ..................................... 273 165 147 109 ------- ------- ------- ------- Total cost of revenues ................................... 14,743 10,944 7,683 6,112 ------- ------- ------- ------- Gross profit ............................................. 12,507 22,661 10,988 12,140 Operating expenses: Sales and marketing ....................................... 7,699 7,355 3,631 3,943 Product development ....................................... 7,062 5,612 3,946 3,127 General and administrative ................................ 6,579 5,352 2,473 2,781 ------- ------- ------- ------- Total operating expenses ................................. 21,340 18,319 10,050 9,851 ------- ------- ------- ------- Income (In thousandsloss) from operations ............................ (8,833) 4,342 938 2,289 Interest and other income, except net ............................. 401 253 287 142 ------- ------- ------- ------- Income (loss) before income taxes ........................ (8,432) 4,595 1,225 2,431 Provision (benefit) for income taxes ....................... (675) 1,839 (1,172) 973 ------- ------- ------- ------- Net income (loss) ........................................ ($7,757) $2,756 $2,397 $1,458 ======= ======= ======= ======= Basic earnings (loss) per share amounts............................ ($1.29) Three Months Fiscal Year Ended December Ended March 31, 31, --------------- -------------------------- 1999 1998 1998 1997 1996 $.48 $.39 $.24 ======= ======= ======= ======= Diluted earnings (loss) per share .......................... ($1.29) $.39 $.32 $.20 ======= ======= ======= ======= PRO FORMA DATA (UNAUDITED): (SEE NOTES 1 AND 3) Pro forma total revenues .................................. $37,423 $31,111 $21,839 $18,002 Pro forma gross profit .................................... 20,470 21,187 13,277 12,194 Pro forma income (loss) from operations ................... (870) 2,868 3,227 2,343 ------- ------- -------- -------- -------- ------- ------- Pro forma net income (unauditedloss) Income Statement Data: Net sales......................... ............................... (522) 1,873 2,108 1,497 ------- ------- ------- ------- Pro forma net income (loss) per common share Basic ................................................... ($43,128 .09) $38,484 .32 $165,937 .34 $157,779 .25 ======= ======= ======= ======= Diluted ................................................. ($149,481 Income from continuing operations before income taxes.............. $ 3,538 $ 3,298 $ 16,805 $ 14,743 $ 11,476 Income from continuing operations. $ 2,264 $ 2,078 $ 10,614 $ 9,677 $ 7,756 Net income per share from continuing operations--diluted.............. $ 0.26 $ 0.22 $ 1.17 $ 1.05 $ 0.88 .09) $.26 $.28 $.21 ======= ======= ======= ======= Weighted average number of shares outstanding...................... 8,786 9,296 9,108 9,250 8,838 At March 31, At December 31, ----------- --------------- 1999 1998 1997 ----------- ------- ------- of common Stock outstanding Basic ................................................... 6,017,427 5,773,861 6,123,427 5,954,052 ========= ========= ========= ========= Diluted ................................................. 6,017,427 7,139,900 7,594,231 7,247,343 ========= ========= ========= ========= Total comprehensive income (unauditedsee note 2) Balance Sheet Data: Inventories....................................... .................... $23,307 2,332 $22,544 $17,768 Property and equipment, net....................... $25,926 $25,985 $24,611 Total assets...................................... $88,645 $89,633 $97,238 Long-term debt, including current maturities...... $ 2,000 $ 3,000 $ 7,000 Stockholders' equity.............................. $65,024 $64,695 $71,772 In the course of Parent's due diligence review of the Company, the Company provided Parent with certain business and financial information which was not publicly available. Such information included the Company's 1999 Summary Business Plan prepared by management of the Company (the "Summary") which contained estimated results of operations for the Company's fiscal year ending December 31, 1999. The Summary does not take into account, and has not been adjusted to reflect, any of the potential effects of the Offer or the Merger. Moreover, the Summary was not prepared with a view to public disclosure or compliance with published guidelines of the Commission or the guidelines established by the American Institute of Certified Public Accountants. The information from the Summary set forth below is included in this Offer to Purchase solely because such information was provided to Parent in connection with its evaluation of the Company. Parent was not furnished with any written information regarding the assumptions used by the Company in preparing the Summary or any schedules supporting any amounts contained therein. Parent did not rely on the Summary to any significant degree in formulating the Offer Price or other material terms of the Merger Agreement or the transactions contemplated thereby. As a matter of course, the Company does not make public projections or forecasts of its anticipated financial position or results of operations. Accordingly, the Company does not anticipate that it will, and it disclaims any obligations to, furnish updated forecasts or projections to any person, cause such information to be included in documents required to be filed with the Commission, or otherwise make such information public. The information from the Summary should be evaluated in conjunction with the historical financial statements and other information regarding the Company contained elsewhere in this Offer to Purchase and the Company's public filings with the Commission. In light of the foregoing factors and risks inherent in the Summary, holders of Shares are cautioned not to place undue or significant reliance thereon. The Company's estimated results of operations for its fiscal year 1999, as set forth in the Summary, is set forth below. 13 1999 Estimated Results of Operations980 ========= ========= FOOTNOTES TO CONSOLIDATED STATEMENTS OF OPERATIONS

CERTAIN INFORMATION CONCERNING THE COMPANY. The Company is a Texas corporation with its principal executive office located at 1100 Xxxx Xxx Xxxxxxx Xxxxxxx North, Houston, Texas 77043. The telephone number of the Company at such office is (713) 000-0000. The historical information concerning the Company contained in this Offer to Purchase, including financial information, has been furnished provided to the Purchaser by the Company and is excerpted or been taken derived from or based upon publicly available documents 11 and records on file with the Commission and other public sources. Neither ParentNone of the Purchaser, Purchaser nor the Dealer Manager Manager, the Depositary or the Information Agent assumes any responsibility for the accuracy or completeness of the information concerning the Company contained in such documents and records or for any failure by the Company to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to Parentthe Purchaser. According to the Company Form 10-K, Purchaser or the Dealer ManagerCompany designs, develops, markets, licenses, and distributes toys and children's consumer electronics. The Company's core product categories are: (i) juvenile audio products, including walkie-talkies, preschool audio products and musical toys; (ii) girls' toys, including dolls, play sets and accessories; and (iii) boys' toys, including radio-controlled vehicles, action figures and western and military action toys. The Company is a Delaware corporation and its principal executive offices are located at 00-000 Xxxxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxx 00000, telephone (000) 000-0000. The Company has additional executive, operational and administrative offices at 000 Xxxxxx Xxxxxxxx Drive, Morristown, Tennessee 37813, telephone (000) 000-0000. The Company is the leading designer, manufacturer and distributor of seating products used in the hospitality (including lodging, gaming, interval vacation and country club) and food service industries. The Company produces and markets under the "XXXXXX XXXXXXXX" brand name an extensive line of seating productssells primarily to retailers, including woodmass merchandising discounters such as Wal-Mart, metal Kmart and rattan chairsTarget, bar stoolsspecialty toy stores such as Toys "R" Us, sofas Kay-Xxx Toy & Hobby and sleep sofas F.A.O. Schwxxx, xxd deep discount stores such as Family Dollar Stores, Inc., Consolidated Stores Corporation and stacking chairsValue City Department Stores, as well as banquet-related products under the "XXXX XXXXXX" brand name, including folding tables, food service carts and portable dance floors. In addition, the Company designs and manufactures seating products under the "THONET" brand name for the university, health care and other institutional markets. Inc. The Company also manufactures vinyl wallcovering products for residential, hotel and office use. The Company markets these products under the brand name "SELLERS & XXXXXXXXX." The Company manufactures approximately 350 standard furniture products for the hospitality and food service industries, and approximately 200 standard products for the university, health care and other institutional markets. The majority of these products are supplied under special order and finished and upholstered to customer's specifications. The Company distributes its products both domestically and internationally. The Company has showrooms and sales offices in 13 cities in the United States, as well as distributors in 33 foreign countries. Many of these distributors are concentrated in Europe and Asia. In addition, the Company utilizes its local facilities and existing distribution channels to assemble and distribute products in the United States imported from European sources. The Company also exhibits at major national and international trade shows. As of December 31, 1998, the Company had 1,720 full-time employees. Of these, 1,513 were engaged in manufacturing, 104 in administrative and clerical positions, and 103 in sales and marketing. Those engaged in manufacturing included 251 employees in Mexico. Hourly manufacturing employees at two of the Company's manufacturing facilities are represented by separate bargaining agreements with contracts expiring in November 1999 (covering approximately 600 employees) and November 2000 (covering approximately 200 employees). Set forth below is certain following table presents selected historical consolidated financial information with respect to the Company and its subsidiaries and has been provided to the Purchaser by the Company, . Such information is excerpted or derived from the information contained in the Company Form 10-K and from the unaudited financial statements contained in the Company's 1998 Annual Report to Stockholders and its Quarterly Report on Form 10-Q for the fiscal quarter ended March October 31, 1999, both filed with the Commission pursuant to the Exchange Act1998. More comprehensive financial information is included in such reports and in other documents filed by the Company with the Commission. The , and the following summary is qualified in its entirety by reference to such reports and such other documents and all of the financial information (including any related notes) contained therein. Such reports and other documents may should be inspected available for inspection and copies may thereof should be obtained from the Commission and the NYSE obtainable in the manner set forth belowbelow under "Available Information." Three-month and nine-month financial information in the following table is derived from unaudited financial statements. 12 XXXXXX XXXXXXXX INDUSTRIESFiscal year-end financial information is derived from audited financial statements. 15 16 DSI TOYS, INC. SELECTED CONSOLIDATED FINANCIAL INFORMATION (In thousands, except per share amounts) Three Months Fiscal Year Ended December Ended March STATEMENT OF OPERATIONS THREE MONTHS ENDED NINE MONTHS ENDED OCTOBER 31, OCTOBER 31, --------------- -------------------------- 1999 1998 ------------------------- ------------------------- 1998 1997 1996 ------- ------- -------- -------- -------- (unaudited) Income Statement Data: 1998 1997 ----------- ----------- ----------- ----------- Net sales......................... ................................................... $43,128 24,563,262 $38,484 30,018,242 $165,937 48,014,196 $157,779 $149,481 61,828,627 Costs of goods sold......................................... 18,948,648 22,643,185 37,376,724 44,531,494 ----------- ----------- ----------- ----------- Gross profit................................................ 5,614,614 7,375,057 10,637,472 17,297,133 Selling, general and administrative expenses................ 3,148,296 13,434,338 8,340,922 20,779,001 ----------- ----------- ----------- ----------- Operating income (loss)..................................... 2,466,318 (6,059,281) 2,296,550 (3,481,868) Interest expense............................................ 276,916 286,124 710,103 1,158,138 Other income................................................ (26,963) (49,771) (64,185) (215,778) ----------- ----------- ----------- ----------- Income from continuing operations (loss) before income taxes.............. $ 3,538 $ 3,298 $ 16,805 $ 14,743 $ 11,476 ........................... 2,216,365 (6,295,634) 1,650,632 (4,424,228) Provision for (benefit from) income taxes................... 786,577 (2,266,428) 594,228 (1,592,721) ----------- ----------- ----------- ----------- Income from continuing operations. $ 2,264 $ 2,078 $ 10,614 $ 9,677 $ 7,756 (loss) before extraordinary item..................... 1,429,788 (4,029,206) 1,056,404 (2,831,507) Extraordinary item (net of tax)............................. -- -- -- (480,754) ----------- ----------- ----------- ----------- Net income (loss)........................................... $ 1,429,788 $(4,029,206) $ 1,056,404 $(3,312,261) =========== =========== =========== =========== BASIC EARNINGS PER SHARE Earnings (loss) per share from continuing operations--diluted.............. before extraordinary item......... $ 0.26 0.24 $ 0.22 (0.67) $ 1.17 0.18 $ 1.05 (0.56) =========== =========== =========== =========== Earnings (loss) per share................................... $ 0.88 0.24 $ (0.67) $ 0.18 $ (0.66) =========== =========== =========== =========== Weighted average shares outstanding...................... 8,786 9,296 9,108 9,250 8,838 At March 31......................... 6,000,000 6,000,000 6,000,000 5,033,814 =========== =========== =========== =========== DILUTED EARNINGS PER SHARE Earnings (loss) per share before extraordinary item......... $ 0.24 $ (0.67) $ 0.18 $ (0.56) =========== =========== =========== =========== Earnings (loss) per share................................... $ 0.24 $ (0.67) $ 0.18 $ (0.66) =========== =========== =========== =========== Weighted average shares outstanding......................... 6,000,000 6,000,000 6,000,000 5,033,814 =========== =========== =========== =========== FISCAL YEAR --------------------------------------- 1997 1996 1995 ----------- ----------- ----------- Net sales................................................... $73,624,398 $63,219,212 $63,146,080 Costs of goods sold......................................... 55,285,501 42,023,044 43,428,075 ----------- ----------- ----------- Gross profit................................................ 18,338,897 21,196,168 19,718,005 Selling, At December 31, general and administrative expenses................ 24,245,064 15,569,422 14,624,519 Former sole shareholder bonus............................... -- -- 1,000,000 ----------- --------------- 1999 1998 1997 ----------- ------- ------- ----------- Operating income (unauditedloss)..................................... (5,906,167) Balance Sheet Data: Inventories....................................... 5,626,746 4,093,486 Interest expense............................................ 1,360,067 2,599,942 700,986 Other income................................................ (231,968) (344,469) (383,801) ----------- ----------- ----------- Income (loss) before income taxes and extraordinary item.... (7,034,266) 3,371,273 3,776,301 Provision for (benefit from) income taxes................... (2,329,323) 1,220,000 1,449,677 ----------- ----------- ----------- Income (loss) before extraordinary item..................... (4,704,943) 2,151,273 2,326,624 Extraordinary item (net of tax)............................. (480,754) -- -- ----------- ----------- ----------- Net income (loss)........................................... $23,307 $22,544 $17,768 Property and equipment, net....................... $25,926 $25,985 $24,611 Total assets...................................... $88,645 $89,633 $97,238 Long-term debt, including current maturities...... (5,185,697) $ 2,000 2,151,273 $ 3,000 2,326,624 =========== =========== =========== BASIC EARNINGS PER SHARE Earnings (loss) per share before extraordinary item......... $ 7,000 Stockholders' equity.............................. $65,024 $64,695 $71,772 In the course of Parent's due diligence review of the Company, the Company provided Parent with certain business and financial information which was not publicly available. Such information included the Company's 1999 Summary Business Plan prepared by management of the Company (the "Summary"0.91) which contained estimated results of operations for the Company's fiscal year ending December 31, 1999. The Summary does not take into account, and has not been adjusted to reflect, any of the potential effects of the Offer or the Merger. Moreover, the Summary was not prepared with a view to public disclosure or compliance with published guidelines of the Commission or the guidelines established by the American Institute of Certified Public Accountants. The information from the Summary set forth below is included in this Offer to Purchase solely because such information was provided to Parent in connection with its evaluation of the Company. Parent was not furnished with any written information regarding the assumptions used by the Company in preparing the Summary or any schedules supporting any amounts contained therein. Parent did not rely on the Summary to any significant degree in formulating the Offer Price or other material terms of the Merger Agreement or the transactions contemplated thereby. As a matter of course, the Company does not make public projections or forecasts of its anticipated financial position or results of operations. Accordingly, the Company does not anticipate that it will, and it disclaims any obligations to, furnish updated forecasts or projections to any person, cause such information to be included in documents required to be filed with the Commission, or otherwise make such information public. The information from the Summary should be evaluated in conjunction with the historical financial statements and other information regarding the Company contained elsewhere in this Offer to Purchase and the Company's public filings with the Commission. In light of the foregoing factors and risks inherent in the Summary, holders of Shares are cautioned not to place undue or significant reliance thereon. The Company's estimated results of operations for its fiscal year 1999, as set forth in the Summary, is set forth below. 13 1999 Estimated Results of Operations$ 0.61 $ 0.66 Extraordinary item.......................................... (0.09) -- -- ----------- ----------- ----------- Earnings (loss) per share................................... $ (1.00) $ 0.61 $ 0.66 =========== =========== =========== Weighted average shares outstanding......................... 5,205,479 3,500,000 3,500,000 =========== =========== =========== DILUTED EARNINGS PER SHARE Earnings (loss) per share before extraordinary item......... $ (0.91) $ 0.58 $ 0.66 Extraordinary item.......................................... (0.09) -- -- ----------- ----------- ----------- Earnings (loss) per share................................... $ (1.00) $ 0.58 $ 0.66 =========== =========== =========== Weighted average shares outstanding......................... 5,205,479 3,739,146 3,500,000 =========== =========== ===========

CERTAIN INFORMATION CONCERNING THE COMPANY. GENERAL The Company is a Delaware corporation with its principal offices located at 0000 Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxx 00000. The following information concerning the Company contained in this Offer to Purchase, including financial information, has been furnished by the Company or been taken from or based upon on publicly available documents 11 and records on file with the Commission Commission, other publicly available information and other public sourcesinformation provided by the Company. Neither Parent, Although neither Purchaser nor the Dealer Manager assumes Parent has any knowledge that would indicate that such information is untrue, neither Purchaser nor Parent takes any responsibility for for, or makes any representation with respect to, the accuracy or completeness of the such information concerning the Company contained in such documents and records or for any failure by the Company to disclose events which that may have occurred or and may affect the significance or accuracy of any such information but which are unknown to Parent, Purchaser or the Dealer ManagerParent. The Company is a Delaware corporation provider of high-quality contract irradiation and sterilization service using primarily gamma technology. The Company has 20 years of experience in the design and development of gamma irradiation facilities and equipment. In addition to its MEDICAL STERILIZATION DIVISION, serving the healthcare products market, the Company also maintains an ADVANCED APPLICATIONS DIVISION, providing microbial reduction and materials processing services to a variety of markets such as spices, herbs, botanicals, cosmetics, fresh foods, nutraceuticals, food and beverage packaging, semiconductor devices, gemstones and industrial materials. The Company is expanding its network of irradiation facilities both domestically and internationally. Upon completion of the Company's Thailand complex and its gamma plants under construction in the United States, the Company will operate a total of 18 irradiation processing facilities worldwide. AVAILABLE INFORMATION The Shares are registered under the Exchange Act. Accordingly, the Company is subject to the informational filing requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports, proxy statements and other information with the Commission relating to its business, financial condition and other matters. Certain information, as of particular dates, concerning the Company's directors and officers (including their compensation, stock options granted to them and shares held by them), the principal executive holders of the Company's securities, and any material interest of such persons in transactions with the Company is required to be disclosed in proxy statements and annual reports distributed to the Company's stockholders and filed with the Commission. Such reports, proxy statements and other information are available for inspection and copying at the public reference facilities of the Commission located in Judiciary Plaza, 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, and at the regional offices are of the Commission located at 00-in Citicorp Center, 000 Xxxxxxxxxxx XxxxXxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, telephone (000) 000-and Seven World Trade Center, Suite 0000, Xxx Xxxx, Xxx Xxxx 00000. Copies of this material may also be obtained by mail, upon payment of the Commission's customary fees from the Commission's principal office at 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. The Commission also maintains an Internet site on the World Wide Web at xxxx://xxx.xxx.xxx that contains Company has additional executivereports, operational proxy statements and administrative offices at 000 Xxxxxx Xxxxxxxx Driveother information, Morristown, Tennessee 37813, telephone (000) 000-0000. The Company is the leading designer, manufacturer and distributor all of seating products used in the hospitality (including lodging, gaming, interval vacation and country club) and food service industries. The Company produces and markets under the "XXXXXX XXXXXXXX" brand name an extensive line of seating products, including wood, metal and rattan chairs, bar stools, sofas and sleep sofas and stacking chairs, as well as banquet-related products under the "XXXX XXXXXX" brand name, including folding tables, food service carts and portable dance floorswhich may be printed out via computer with no fees charged. In addition, the Company designs and manufactures seating products under the "THONET" brand name such material should also be available for the universityinspection at The Nasdaq Stock Market, health care and other institutional marketsInc., 0000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. SUMMARY FINANCIAL INFORMATION The Company also manufactures vinyl wallcovering products for residential, hotel and office use. The Company markets these products under the brand name "SELLERS & XXXXXXXXX." The Company manufactures approximately 350 standard furniture products for the hospitality and food service industries, and approximately 200 standard products for the university, health care and other institutional markets. The majority of these products are supplied under special order and finished and upholstered to customer's specifications. The Company distributes its products both domestically and internationally. The Company has showrooms and sales offices in 13 cities in the United States, as well as distributors in 33 foreign countries. Many of these distributors are concentrated in Europe and Asia. In addition, the Company utilizes its local facilities and existing distribution channels to assemble and distribute products in the United States imported from European sources. The Company also exhibits at major national and international trade shows. As of December 31, 1998, the Company had 1,720 full-time employees. Of these, 1,513 were engaged in manufacturing, 104 in administrative and clerical positions, and 103 in sales and marketing. Those engaged in manufacturing included 251 employees in Mexico. Hourly manufacturing employees at two of the Company's manufacturing facilities are represented by separate bargaining agreements with contracts expiring in November 1999 (covering approximately 600 employees) and November 2000 (covering approximately 200 employees). Set following table sets forth below is certain selected summary consolidated financial information with respect to the Company, excerpted or Company and its consolidated subsidiaries derived from the audited financial statements contained in the Company's 1998 Annual Report to Stockholders on Form 10-K for the fiscal year ended March 31, 1998 (the latest Form 10-K on file for the Company with the Commission) and its the unaudited financial statements contained in the Company's Quarterly Report on Form 10-Q for the quarter ended March December 31, 1999, both filed 1998 (the latest Form 10-Q on file for the Company with the Commission pursuant to the Exchange ActCommission). More comprehensive financial information is included in such reports and in other documents filed by the Company with the Commission. The , and the following summary is qualified in its entirety by reference to such reports documents (which may be inspected and other documents obtained as described above), including the financial statements and all related notes contained therein. Neither Parent nor Purchaser assumes any responsibility for the accuracy of the financial information (including any related notes) contained therein. Such reports and other documents may be inspected and copies may be obtained from the Commission and the NYSE in the manner set forth below. 12 XXXXXX XXXXXXXX INDUSTRIES, INC. THE COMPANY AND SUBSIDIARIES SELECTED CONSOLIDATED FINANCIAL INFORMATION DATA (In thousandsIN THOUSANDS, except per share amounts) Three Months Fiscal Year Ended December Ended March 31, 31, --------------- -------------------------- 1999 1998 1998 1997 1996 ------- ------- -------- -------- -------- (unaudited) Income Statement Data: Net sales......................... $43,128 $38,484 $165,937 $157,779 $149,481 Income from continuing operations before income taxes.............. $ 3,538 $ 3,298 $ 16,805 $ 14,743 $ 11,476 Income from continuing operations. $ 2,264 $ 2,078 $ 10,614 $ 9,677 $ 7,756 Net income per share from continuing operations--diluted.............. $ 0.26 $ 0.22 $ 1.17 $ 1.05 $ 0.88 Weighted average shares outstanding...................... 8,786 9,296 9,108 9,250 8,838 At March 31, At December 31, ----------- --------------- 1999 1998 1997 ----------- ------- ------- (unaudited) Balance Sheet Data: Inventories....................................... $23,307 $22,544 $17,768 Property and equipment, net....................... $25,926 $25,985 $24,611 Total assets...................................... $88,645 $89,633 $97,238 Long-term debt, including current maturities...... $ 2,000 $ 3,000 $ 7,000 Stockholders' equity.............................. $65,024 $64,695 $71,772 In the course of Parent's due diligence review of the Company, the Company provided Parent with certain business and financial information which was not publicly available. Such information included the Company's 1999 Summary Business Plan prepared by management of the Company (the "Summary") which contained estimated results of operations for the Company's fiscal year ending December 31, 1999. The Summary does not take into account, and has not been adjusted to reflect, any of the potential effects of the Offer or the Merger. Moreover, the Summary was not prepared with a view to public disclosure or compliance with published guidelines of the Commission or the guidelines established by the American Institute of Certified Public Accountants. The information from the Summary set forth below is included in this Offer to Purchase solely because such information was provided to Parent in connection with its evaluation of the Company. Parent was not furnished with any written information regarding the assumptions used by the Company in preparing the Summary or any schedules supporting any amounts contained therein. Parent did not rely on the Summary to any significant degree in formulating the Offer Price or other material terms of the Merger Agreement or the transactions contemplated thereby. As a matter of course, the Company does not make public projections or forecasts of its anticipated financial position or results of operations. Accordingly, the Company does not anticipate that it will, and it disclaims any obligations to, furnish updated forecasts or projections to any person, cause such information to be included in documents required to be filed with the Commission, or otherwise make such information public. The information from the Summary should be evaluated in conjunction with the historical financial statements and other information regarding the Company contained elsewhere in this Offer to Purchase and the Company's public filings with the Commission. In light of the foregoing factors and risks inherent in the Summary, holders of Shares are cautioned not to place undue or significant reliance thereon. The Company's estimated results of operations for its fiscal year 1999, as set forth in the Summary, is set forth below. 13 1999 Estimated Results of OperationsEXCEPT PER SHARE DATA)

CERTAIN INFORMATION CONCERNING THE COMPANY. The historical information concerning the Company contained in this Offer to Purchase, including financial information, has been furnished by the Company or been taken from or based upon publicly available documents 11 and records on file with the Commission and other public sources. Neither Parent, the Purchaser nor the Dealer Manager assumes any responsibility for the accuracy or completeness of the information concerning the Company contained in such documents and records or for any failure by the Company to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to Parent, Purchaser Parent or the Dealer ManagerPurchaser. The According to the Company Form 10-K, the Company is a Delaware corporation designer and its principal executive offices are located at 00manufacturer of high quality interior trim systems and blow molded products principally for North American and European car, mini-000 Xxxxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxx 00000, telephone (000) 000-0000van and light truck manufacturers. The Company has additional executiveCompany's interior products include complete door panel accessories, operational seatbacks and administrative offices at 000 Xxxxxx Xxxxxxxx Driveinserts, Morristownarmrests, Tennessee 37813consoles and headliners. Blow molded products include windshield washer reservoirs, telephone (000) 000-0000gas tank xxxxxxx and radiator coolant overflow reservoirs. The Company is the leading designer, manufacturer and distributor of seating products used in the hospitality (including lodging, gaming, interval vacation and country club) and food service industries. The Company produces and markets under the "XXXXXX XXXXXXXX" brand name an extensive line of seating products, including wood, metal and rattan chairs, bar stools, sofas and sleep sofas and stacking chairs, as well as banquet-related products under the "XXXX XXXXXX" brand name, including folding tables, food service carts and portable dance floors. In addition, the Company designs and manufactures seating products under the "THONET" brand name for the university, health care and other institutional markets. The Company also manufactures vinyl wallcovering products for residential, hotel and office use. The Company markets these products under the brand name "SELLERS & XXXXXXXXX." The Company manufactures approximately 350 standard furniture products for the hospitality and food service industries, and approximately 200 standard products for the university, health care and other institutional markets. The majority of these Company's products are supplied under special order sold primarily to major automotive original equipment manufacturers ("OEMs") including Ford, Chrysler, General Motors, Diamond Star (Mitsubishi), Honda, Isuzu, Rover, Mazda, Nissan and finished and upholstered to customer's specifications. The Company distributes its products both domestically and internationally. The Company has showrooms and sales offices in 13 cities in the United States, as well as distributors in 33 foreign countries. Many of these distributors are concentrated in Europe and Asia. In addition, the Company utilizes its local facilities and existing distribution channels to assemble and distribute products in the United States imported from European sources. The Company also exhibits at major national and international trade shows. As of December 31, 1998, the Company had 1,720 full-time employees. Of these, 1,513 were engaged in manufacturing, 104 in administrative and clerical positions, and 103 in sales and marketing. Those engaged in manufacturing included 251 employees in Mexico. Hourly manufacturing employees at two of the Company's manufacturing facilities are represented by separate bargaining agreements with contracts expiring in November 1999 (covering approximately 600 employees) and November 2000 (covering approximately 200 employees)Jaguar. Set forth below is certain selected historical consolidated financial information with respect to the Company, Company and its subsidiaries excerpted or derived from the Company's 1998 Annual Report to Stockholders information contained in the Company Form 10-K and its Quarterly Report on the Company Form 10-Q for the quarter ended March 31, 1999, both filed with the Commission pursuant to the Exchange Actwhich are incorporated by reference herein. More comprehensive financial information is included in such reports and in other documents filed by the Company with the Commission. The , and the following summary is qualified in its entirety by reference to such reports and such other documents and all of the financial information (including any related notes) contained therein. Such reports and other documents may should be inspected available for inspection and copies may thereof should be obtained from the Commission and the NYSE obtainable in the manner set forth below. 12 XXXXXX XXXXXXXX INDUSTRIESbelow under "Available Information." AUTOMOTIVE INDUSTRIES HOLDING, INC. SELECTED CONSOLIDATED FINANCIAL INFORMATION DATA (In thousandsDOLLARS IN MILLIONS, except per share amountsEXCEPT PER SHARE AMOUNTS) Three Months Fiscal Year Ended December Ended March THREE MONTHS ENDED ------------------- YEAR ENDED ---------------------------------------- APRIL 1, APRIL 2, DECEMBER 31, 31JANUARY 1, --------------- -------------------------- 1999 1998 1998 1997 1996 ------- ------- DECEMBER 26, 1995 1994 1994 1994 1992 -------- -------- -------- (unaudited) Income Statement Data: Net sales......................... $43,128 $38,484 $165,937 $157,779 $149,481 Income from continuing operations before income taxes.............. $ 3,538 $ 3,298 $ 16,805 $ 14,743 $ 11,476 Income from continuing operations. $ 2,264 $ 2,078 $ 10,614 $ 9,677 $ 7,756 Net income per share from continuing operations--diluted.............. $ 0.26 $ 0.22 $ 1.17 $ 1.05 $ 0.88 Weighted average shares outstanding...................... 8,786 9,296 9,108 9,250 8,838 At March 31, At December 31, ----------- --------------- 1999 1998 1997 ----------- ------- ------- (unaudited) Balance Sheet Data: Inventories....................................... $23,307 $22,544 $17,768 Property and equipment, net....................... $25,926 $25,985 $24,611 Total assets...................................... $88,645 $89,633 $97,238 Long-term debt, including current maturities...... $ 2,000 $ 3,000 $ 7,000 Stockholders' equity.............................. $65,024 $64,695 $71,772 In the course of Parent's due diligence review of the Company, the Company provided Parent with certain business and financial information which was not publicly available. Such information included the Company's 1999 Summary Business Plan prepared by management of the Company (the "Summary") which contained estimated results of operations for the Company's fiscal year ending December 31, 1999. The Summary does not take into account, and has not been adjusted to reflect, any of the potential effects of the Offer or the Merger. Moreover, the Summary was not prepared with a view to public disclosure or compliance with published guidelines of the Commission or the guidelines established by the American Institute of Certified Public Accountants. The information from the Summary set forth below is included in this Offer to Purchase solely because such information was provided to Parent in connection with its evaluation of the Company. Parent was not furnished with any written information regarding the assumptions used by the Company in preparing the Summary or any schedules supporting any amounts contained therein. Parent did not rely on the Summary to any significant degree in formulating the Offer Price or other material terms of the Merger Agreement or the transactions contemplated thereby. As a matter of course, the Company does not make public projections or forecasts of its anticipated financial position or results of operations. Accordingly, the Company does not anticipate that it will, and it disclaims any obligations to, furnish updated forecasts or projections to any person, cause such information to be included in documents required to be filed with the Commission, or otherwise make such information public. The information from the Summary should be evaluated in conjunction with the historical financial statements and other information regarding the Company contained elsewhere in this Offer to Purchase and the Company's public filings with the Commission. In light of the foregoing factors and risks inherent in the Summary, holders of Shares are cautioned not to place undue or significant reliance thereon. The Company's estimated results of operations for its fiscal year 1999, as set forth in the Summary, is set forth below. 13 1999 Estimated Results of Operations------------ ---------- ------------

CERTAIN INFORMATION CONCERNING THE COMPANY. The information concerning the Company contained in this Offer to Purchase, including financial information, has been furnished by the Company or been taken from or based upon publicly available documents 11 and records on file with the Commission and other public sources. Neither Parent, Purchaser nor the Dealer Manager assumes any responsibility for the accuracy or completeness of the information concerning the Company contained in such documents and records or for any failure by the Company to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to Parent, Purchaser or the Dealer Manager. The Company is a Delaware Florida corporation and with its principal executive offices are located at 00-000 Xxxxxxxxxxx 0000 Xxxxxxx Xxxx Xxxx, Xxx Xxxxxxx, Xxxxxxxx Xxxxxxxxxx 00000. According to the Form 10-K, telephone (000) 000the Company's principal line of business is the provision of a broad range of entertainment, gaming and resort experiences to domestic and international customers. The Company's wholly owned subsidiaries operate three renowned destination gaming resorts: Caesars Palace in Las Vegas, Nevada; Caesars Tahoe in Stateline, Nevada; and Caesars Atlantic City in Atlantic City, New Jersey. A Company subsidiary carries on operations of a small casino on a cruise ship in conjunction with the operator of the ship. The Company also owns one-0000third of a management company that operates Casino Windsor, a casino opened on May 17, 1994 in Windsor, Canada that is owned by the Ontario government. Additionally, subsidiaries of the Company are seeking gaming management opportunities in emerging gaming markets. The Company has additional executivealso entered into an agreement with a band of the Cahuilla Indian nation, operational subject to certain conditions including the development of a facility, regulatory approvals and administrative offices at 000 Xxxxxx Xxxxxxxx Drivefinancing from the Company, Morristownpursuant to which a subsidiary of the Company will manage a limited gaming facility in Palm Springs, Tennessee 37813, telephone (000) 000-0000California. The Company is the leading designer, manufacturer Company's subsidiaries also own and distributor of seating products used operate four non- gaming resorts in the hospitality (including lodgingPocono Mountains of Pennsylvania: Caesars Cove Haven, gamingCaesars Paradise Stream, interval vacation Caesars Pocono Palace and country club) and food service industries. The Company produces and markets under the "XXXXXX XXXXXXXX" brand name an extensive line of seating products, including wood, metal and rattan chairs, bar stools, sofas and sleep sofas and stacking chairs, as well as banquet-related products under the "XXXX XXXXXX" brand name, including folding tables, food service carts and portable dance floors. In addition, the Company designs and manufactures seating products under the "THONET" brand name for the university, health care and other institutional markets. The Company also manufactures vinyl wallcovering products for residential, hotel and office use. The Company markets these products under the brand name "SELLERS & XXXXXXXXX." The Company manufactures approximately 350 standard furniture products for the hospitality and food service industries, and approximately 200 standard products for the university, health care and other institutional markets. The majority of these products are supplied under special order and finished and upholstered to customer's specifications. The Company distributes its products both domestically and internationally. The Company has showrooms and sales offices in 13 cities in the United States, as well as distributors in 33 foreign countries. Many of these distributors are concentrated in Europe and Asia. In addition, the Company utilizes its local facilities and existing distribution channels to assemble and distribute products in the United States imported from European sources. The Company also exhibits at major national and international trade shows. As of December 31, 1998, the Company had 1,720 full-time employees. Of these, 1,513 were engaged in manufacturing, 104 in administrative and clerical positions, and 103 in sales and marketing. Those engaged in manufacturing included 251 employees in Mexico. Hourly manufacturing employees at two of the Company's manufacturing facilities are represented by separate bargaining agreements with contracts expiring in November 1999 (covering approximately 600 employees) and November 2000 (covering approximately 200 employees)Caesars Brookdale. Set forth below is certain selected consolidated financial information with respect to the Company, Company and its subsidiaries excerpted or derived from the information contained in the Form 10-K and the Company's 1998 Annual Report to Stockholders and its Quarterly Report on Form 10-Q for the quarter ended March October 31, 1999, both filed with the Commission pursuant to the Exchange Act1994 which is incorporated by reference herein. More comprehensive financial information is included in such reports and in other documents filed by the Company with the Commission. The , and the following summary is qualified in its entirety by reference to such reports report and such other documents and all of the financial information (including any related notes) contained therein. Such reports report and other documents may should be inspected available for inspection and copies may thereof should be obtained from the Commission and the NYSE obtainable in the manner set forth belowbelow under "Available Information". 12 XXXXXX XXXXXXXX INDUSTRIESXXXXXXX XXXXX, INC. SELECTED CONSOLIDATED FINANCIAL INFORMATION (In thousandsIN THOUSANDS, except per share amountsEXCEPT PER SHARE DATA) Three Months Fiscal Year Ended December Ended March THREE MONTHS ENDED OCTOBER 31, YEAR ENDED JULY 31, --------------- -------------------------- 1999 1998 1998 1997 1996 ------- ------- ----------------- ---------------------------- 1994 1993 1994 1993 1992 -------- -------- ---------- -------- -------- (unauditedUNAUDITED) Income Statement DataSTATEMENT OF EARNINGS DATA: Revenue........................ $252,511 $269,083 $1,015,766 $983,459 $933,298 Operating income............... 40,859 50,602 144,505 159,111 159,889 Net sales......................... $43,128 $38,484 $165,937 $157,779 $149,481 Income from continuing operations before income taxes.............. $ 3,538 $ 3,298 $ 16,805 $ 14,743 $ 11,476 Income from continuing operations. $ 2,264 $ 2,078 $ 10,614 $ 9,677 $ 7,756 income..................... 23,184 27,848 78,361 83,215 66,005* Net income per share from continuing operations--diluted.............. $ 0.26 $ 0.22 $ 1.17 $ 1.05 $ 0.88 Weighted average shares outstanding...................... 8,786 9,296 9,108 9,250 8,838 At March share........... $0.94 $1.14 $3.19 $3.40 $2.73* AT OCTOBER 31, At December AT JULY 31, ----------- --------------- 1999 1998 1997 ----------- ------- ------- -------------- ---------------------------- 1994 -------------- (unauditedUNAUDITED) Balance Sheet Data1994 ---------- 1993 -------- 1992 -------- BALANCE SHEET DATA: Inventories....................................... Total current assets............... $ 290,948 $ 276,841 $23,307 241,135 $22,544 $17,768 Property and equipment, net....................... $25,926 $25,985 $24,611 184,853 Total assets...................................... $88,645 $89,633 $97,238 ....................... 1,023,200 1,018,021 955,719 902,269 Total current liabilities.......... 173,657 179,301 165,459 182,731 Long-term debt, including net of current maturities...... $ 2,000 $ 3,000 $ 7,000 Stockholders........................ 198,667 212,556 243,024 258,466 Total shareholders' equity.............................. ......... $ 581,914 $ 556,867 $65,024 472,890 384,648 - -------- * Includes an extraordinary loss of $64,695 6,703 or $71,772 In .28 per share Certain Company Projections. During the course of Parent's due diligence review of discussions between Parent and the CompanyCompany and following agreement on the $67.50 per Share consideration (see Section 11), the Company provided Parent or its representatives with certain non-public business and financial information which about the Company. This information was not publicly available. Such information included prepared in June 1994 as part of the Company's 1999 Summary Business Plan prepared by management of the Company (the "Summary") which contained estimated results of operations annual planning and included forecasts for the Company's fiscal year ending December July 31, 19991995 of (i) revenues of $1,096,000,000, (ii) operating income plus depreciation and amortization of $243,000,000 and (iii) net income of $103,000,000. These forecasts have not been updated since June 1994. The Summary Company does not take into accountas a matter of course make public any projections as to future performance or earnings, and has not been adjusted the projections set forth above are included in this Offer to reflect, any of Purchase only because the potential effects of the Offer or the Mergerinformation was provided to Parent. Moreover, the Summary was The projections were not prepared with a view to public disclosure or compliance with the published guidelines of the Commission or the guidelines established by the American Institute of Certified Public Accountants. The information from the Summary set forth below is included in this Offer to Purchase solely because such information was provided to Parent in connection with its evaluation of the Company. Parent was not furnished with any written information Accountants regarding the assumptions used by the Company in preparing the Summary or any schedules supporting any amounts contained therein. Parent did not rely on the Summary to any significant degree in formulating the Offer Price or other material terms of the Merger Agreement or the transactions contemplated thereby. As a matter of course, the Company does not make public projections or forecasts of its anticipated financial position or results of operations. Accordingly, the Company does not anticipate that it will, and it disclaims any obligations to, furnish updated forecasts or projections to any person, cause such information to be included in documents required to be filed with the Commission, or otherwise make such information public. The information from the Summary should be evaluated in conjunction with the historical financial statements and other information regarding the Company contained elsewhere in this Offer to Purchase and the Company's public filings with the Commission. In light of the foregoing factors and risks inherent in the Summary, holders of Shares are cautioned not to place undue or significant reliance thereonforecasts. The Company's estimated results internal operating projections are, in general, prepared solely for internal use and capital budgeting and other management decisions and are subjective in many respects and thus susceptible to various interpretations and periodic revision based on actual experience and business developments. The projections were based on a number of operations assumptions (none of which were provided to Parent) that are beyond the control of the Company, the Purchaser or Parent or their respective financial advisors, including economic forecasting (both general and specific to the Company's business), which is inherently uncertain and subjective. None of the Company, the Purchaser or Parent or their respective financial advisors assumes any responsibility for its fiscal year 1999the accuracy of any of the projections. The inclusion of the foregoing projections should not be regarded as an indication that the Company, as set forth the Purchaser, Parent or any other person who received such information considers it an accurate prediction of future events. Neither the Company nor Parent intends to update, revise or correct such projections if they become inaccurate (even in the Summary, is set forth below. 13 1999 Estimated Results of Operationsshort term).