Management Group Agrees to Buy Pierre Foods

Apr 27, 2001, 01:00 ET from Pierre Foods, Inc.

    CINCINNATI, April 27 /PRNewswire/ -- Pierre Foods, Inc. (Nasdaq:   FOOD)
 today announced that its Board of Directors, acting upon a recommendation of a
 Special Committee of the Board, has approved a definitive agreement and plan
 of share exchange with PF Management, Inc., a management group that reportedly
 owns 63% of the company's outstanding common stock.  The agreement, signed
 yesterday, calls for PF Management to purchase, for $1.21 per share, all
 shares of Pierre Foods common stock owned by unaffiliated investors.
     Closing of the transaction, expected in July or August, is subject to
 shareholder approval, financing and other conditions typical of a management
 buyout.  The transaction requires a favorable vote by the holders of 75% of
 the company's 5.78 million outstanding shares but does not require approval by
 the holders of the company's outstanding 10 3/4% senior notes.  Also, because
 PF Management is a "permitted holder" of the stock as provided in the
 indenture for the senior notes, the transaction does not trigger "put" rights
 for the noteholders.
     PF Management is owned by Pierre Foods' Chairman, James C. Richardson,
 Jr., its Vice-Chairman, David R. Clark, and retired executive James M.
 Templeton.  Speaking for PF Management, Mr. Clark said, "We initiated and
 pursued this transaction because Pierre Foods, as currently configured, does
 not belong in the public domain.  It lacks access to the capital markets and
 is a thinly-traded micro-cap stock, with no following among analysts, for
 which Nasdaq offers no real liquidity.  The buyout offers shareholders an
 opportunity for liquidity and protects them from future downturn in the stock
 price.  We believe that the company has long-run potential, and we were
 willing to pay a fair price to position ourselves for the long haul."
     Norbert E. Woodhams, the company's President and Chief Executive Officer,
 commented, "While this transaction was being negotiated by the Special
 Committee and its advisors, it has been 'business as usual' at Pierre Foods in
 Cincinnati and Claremont.  We expect the buyout to have no significant impact
 on our business except insofar as we might save some of the cost associated
 with public stock ownership."
     Pierre Foods owns and operates food processing facilities in Cincinnati,
 Ohio and Claremont, North Carolina.  The company is a leading manufacturer of
 fully cooked branded and private-label protein and bakery products and is
 believed to be the largest integrated producer of microwaveable sandwiches.
 The company provides specialty beef, poultry and pork products formed and
 portioned to meet specific customer requirements.  It sells primarily to the
 foodservice market and serves leading national restaurant chains, a majority
 of primary and secondary schools, vending, convenience stores and other niche
 markets.
     Certain statements made in this press release are "forward-looking
 statements" within the meaning of the Private Securities Litigation Reform Act
 of 1995.  Forward-looking statements involve risks and uncertainties that may
 cause actual events and results to differ materially from expected events and
 results.  As detailed in the company's periodic SEC reports, with respect to
 Pierre Foods these risks and uncertainties include, among others: the
 company's substantial leverage and insufficient cash flow from operations;
 restrictions imposed by the company's debt instruments; factors inhibiting a
 hostile takeover of the company; the stock available for sale and a limited
 secondary market for the stock; stock price volatility and the absence of
 dividends; competition; government regulation; general risks of the food
 industry; adverse changes in food costs and availability of supplies;
 dependence on key personnel; and potential labor disruption.  In addition, the
 closing of the transaction described in this press release is subject to the
 conditions stated in the definitive agreement covering the transaction.  In
 view of these considerations, investors should not place undue reliance on the
 predictive value of the forward-looking statements made in this press release.
 
                     MAKE YOUR OPINION COUNT -  Click Here
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SOURCE Pierre Foods, Inc.
    CINCINNATI, April 27 /PRNewswire/ -- Pierre Foods, Inc. (Nasdaq:   FOOD)
 today announced that its Board of Directors, acting upon a recommendation of a
 Special Committee of the Board, has approved a definitive agreement and plan
 of share exchange with PF Management, Inc., a management group that reportedly
 owns 63% of the company's outstanding common stock.  The agreement, signed
 yesterday, calls for PF Management to purchase, for $1.21 per share, all
 shares of Pierre Foods common stock owned by unaffiliated investors.
     Closing of the transaction, expected in July or August, is subject to
 shareholder approval, financing and other conditions typical of a management
 buyout.  The transaction requires a favorable vote by the holders of 75% of
 the company's 5.78 million outstanding shares but does not require approval by
 the holders of the company's outstanding 10 3/4% senior notes.  Also, because
 PF Management is a "permitted holder" of the stock as provided in the
 indenture for the senior notes, the transaction does not trigger "put" rights
 for the noteholders.
     PF Management is owned by Pierre Foods' Chairman, James C. Richardson,
 Jr., its Vice-Chairman, David R. Clark, and retired executive James M.
 Templeton.  Speaking for PF Management, Mr. Clark said, "We initiated and
 pursued this transaction because Pierre Foods, as currently configured, does
 not belong in the public domain.  It lacks access to the capital markets and
 is a thinly-traded micro-cap stock, with no following among analysts, for
 which Nasdaq offers no real liquidity.  The buyout offers shareholders an
 opportunity for liquidity and protects them from future downturn in the stock
 price.  We believe that the company has long-run potential, and we were
 willing to pay a fair price to position ourselves for the long haul."
     Norbert E. Woodhams, the company's President and Chief Executive Officer,
 commented, "While this transaction was being negotiated by the Special
 Committee and its advisors, it has been 'business as usual' at Pierre Foods in
 Cincinnati and Claremont.  We expect the buyout to have no significant impact
 on our business except insofar as we might save some of the cost associated
 with public stock ownership."
     Pierre Foods owns and operates food processing facilities in Cincinnati,
 Ohio and Claremont, North Carolina.  The company is a leading manufacturer of
 fully cooked branded and private-label protein and bakery products and is
 believed to be the largest integrated producer of microwaveable sandwiches.
 The company provides specialty beef, poultry and pork products formed and
 portioned to meet specific customer requirements.  It sells primarily to the
 foodservice market and serves leading national restaurant chains, a majority
 of primary and secondary schools, vending, convenience stores and other niche
 markets.
     Certain statements made in this press release are "forward-looking
 statements" within the meaning of the Private Securities Litigation Reform Act
 of 1995.  Forward-looking statements involve risks and uncertainties that may
 cause actual events and results to differ materially from expected events and
 results.  As detailed in the company's periodic SEC reports, with respect to
 Pierre Foods these risks and uncertainties include, among others: the
 company's substantial leverage and insufficient cash flow from operations;
 restrictions imposed by the company's debt instruments; factors inhibiting a
 hostile takeover of the company; the stock available for sale and a limited
 secondary market for the stock; stock price volatility and the absence of
 dividends; competition; government regulation; general risks of the food
 industry; adverse changes in food costs and availability of supplies;
 dependence on key personnel; and potential labor disruption.  In addition, the
 closing of the transaction described in this press release is subject to the
 conditions stated in the definitive agreement covering the transaction.  In
 view of these considerations, investors should not place undue reliance on the
 predictive value of the forward-looking statements made in this press release.
 
                     MAKE YOUR OPINION COUNT -  Click Here
                http://tbutton.prnewswire.com/prn/11690X38530753
 
 SOURCE  Pierre Foods, Inc.