Vlasic Foods to Sell its Pickle, Frozen Food, and BBQ Sauce Businesses To Hicks, Muse, Tate & Furst; Deal Supported by Creditor Committee and Senior Lenders; Secured Creditors Expected to be Paid in Full; Substantial Distribution To Unsecured Creditors; A

Apr 03, 2001, 01:00 ET from Vlasic Foods International Inc.

    CHERRY HILL, N.J., April 3 /PRNewswire/ -- Vlasic Foods International
 (OTC Bulletin Board:   VLFIQ) today announced that it has reached an agreement
 to sell the assets of all of its North American businesses -- "Swanson" frozen
 foods, "Open Pit" barbecue sauce and its namesake "Vlasic" pickles and
 condiments -- to Hicks, Muse, Tate & Furst (HMTF) for $370 million plus
 warrants to purchase 15% of the common stock of the acquiring entity and
 additional consideration.
     Vlasic commenced bankruptcy proceedings on January 29, 2001 to effect the
 terms of an earlier agreement to sell the "Vlasic" pickles and condiments and
 "Open Pit" barbecue sauce businesses to H.J. Heinz Company for an adjusted
 price of approximately $174 to $179 million.  Today the company said that the
 Heinz agreement had been terminated according to its terms in order to permit
 implementation of the HMTF agreement.
     The HMTF agreement is subject to approval of the U.S. Bankruptcy Court at
 a hearing scheduled for May 9, 2001.  The agreement has the support of
 Vlasic's senior lenders and its official committee of unsecured creditors.
 The Bankruptcy Court also set a hearing date of April 17, 2001 to approve
 procedures under which competing bids for the businesses may be considered.
 Under the proposed procedures, competing bids must be received by the company
 no later than May 3, 2001.
     David Pauker, managing director of Goldin Associates, a nationally
 recognized turnaround manager retained by Vlasic Foods to oversee the
 implementation of a financial restructuring, said, "The agreement with HMTF
 for the sale of our North American businesses should enable us to pay our
 senior lenders in full and make a substantial distribution to our bondholders
 and other unsecured creditors.  It will enable the businesses to remain
 independent and our management team and employees to continue to work together
 to grow our brands.
     "With C. Dean Metropoulos, HMTF's partner in food acquisitions, and the
 outstanding talent at Vlasic Foods, the `Swanson,' `Open Pit,' and `Vlasic'
 businesses should now be in a position to truly flourish," added Pauker.
 "HMTF has the resources to make additional food acquisitions to complement and
 leverage the strengths of our existing brands."
     The three businesses being sold to HMTF have combined sales of
 approximately $750 million.  The businesses have four manufacturing
 facilities: frozen food plants in Omaha, Neb., and Fayetteville, Ark.; and
 pickle and condiment plants in Millsboro, Del., and Imlay City, Mich.  The
 businesses have approximately 2,700 full-time and 550 seasonal employees,
 including approximately 170 at its headquarters in Cherry Hill, NJ.
     On March 13, Vlasic Foods announced its agreement to sell its two
 businesses in the United Kingdom -- "Freshbake" frozen foods and "SonA" canned
 and jarred fruits, vegetables and beans -- to separate parties.  The Court is
 expected to approve those sales this week.
 
     Forward Looking Statement
     This release contains certain forward-looking statements within the
 meaning of Section 27A of the Securities Act of 1933, as amended, and Section
 21E of the Securities Exchange Act of 1934, as amended. The Company believes
 the assumptions underlying the forward-looking statements, including those
 relating to planned divestitures, financial restructuring, financing, and the
 strategic review process are reasonable. However, any of the assumptions could
 be inaccurate, and therefore there can be no assurance that the forward-
 looking statements contained in this release will prove to be accurate.
 Additional information that could cause actual results to vary materially from
 the results anticipated may be found in the Company's most recent Form10-K and
 other reports filed with the Securities Exchange Commission. Furthermore, the
 Company disclaims any obligation or intent to update any such factors or
 forward-looking statements to disclaim future events and developments.
 
 

SOURCE Vlasic Foods International Inc.
    CHERRY HILL, N.J., April 3 /PRNewswire/ -- Vlasic Foods International
 (OTC Bulletin Board:   VLFIQ) today announced that it has reached an agreement
 to sell the assets of all of its North American businesses -- "Swanson" frozen
 foods, "Open Pit" barbecue sauce and its namesake "Vlasic" pickles and
 condiments -- to Hicks, Muse, Tate & Furst (HMTF) for $370 million plus
 warrants to purchase 15% of the common stock of the acquiring entity and
 additional consideration.
     Vlasic commenced bankruptcy proceedings on January 29, 2001 to effect the
 terms of an earlier agreement to sell the "Vlasic" pickles and condiments and
 "Open Pit" barbecue sauce businesses to H.J. Heinz Company for an adjusted
 price of approximately $174 to $179 million.  Today the company said that the
 Heinz agreement had been terminated according to its terms in order to permit
 implementation of the HMTF agreement.
     The HMTF agreement is subject to approval of the U.S. Bankruptcy Court at
 a hearing scheduled for May 9, 2001.  The agreement has the support of
 Vlasic's senior lenders and its official committee of unsecured creditors.
 The Bankruptcy Court also set a hearing date of April 17, 2001 to approve
 procedures under which competing bids for the businesses may be considered.
 Under the proposed procedures, competing bids must be received by the company
 no later than May 3, 2001.
     David Pauker, managing director of Goldin Associates, a nationally
 recognized turnaround manager retained by Vlasic Foods to oversee the
 implementation of a financial restructuring, said, "The agreement with HMTF
 for the sale of our North American businesses should enable us to pay our
 senior lenders in full and make a substantial distribution to our bondholders
 and other unsecured creditors.  It will enable the businesses to remain
 independent and our management team and employees to continue to work together
 to grow our brands.
     "With C. Dean Metropoulos, HMTF's partner in food acquisitions, and the
 outstanding talent at Vlasic Foods, the `Swanson,' `Open Pit,' and `Vlasic'
 businesses should now be in a position to truly flourish," added Pauker.
 "HMTF has the resources to make additional food acquisitions to complement and
 leverage the strengths of our existing brands."
     The three businesses being sold to HMTF have combined sales of
 approximately $750 million.  The businesses have four manufacturing
 facilities: frozen food plants in Omaha, Neb., and Fayetteville, Ark.; and
 pickle and condiment plants in Millsboro, Del., and Imlay City, Mich.  The
 businesses have approximately 2,700 full-time and 550 seasonal employees,
 including approximately 170 at its headquarters in Cherry Hill, NJ.
     On March 13, Vlasic Foods announced its agreement to sell its two
 businesses in the United Kingdom -- "Freshbake" frozen foods and "SonA" canned
 and jarred fruits, vegetables and beans -- to separate parties.  The Court is
 expected to approve those sales this week.
 
     Forward Looking Statement
     This release contains certain forward-looking statements within the
 meaning of Section 27A of the Securities Act of 1933, as amended, and Section
 21E of the Securities Exchange Act of 1934, as amended. The Company believes
 the assumptions underlying the forward-looking statements, including those
 relating to planned divestitures, financial restructuring, financing, and the
 strategic review process are reasonable. However, any of the assumptions could
 be inaccurate, and therefore there can be no assurance that the forward-
 looking statements contained in this release will prove to be accurate.
 Additional information that could cause actual results to vary materially from
 the results anticipated may be found in the Company's most recent Form10-K and
 other reports filed with the Securities Exchange Commission. Furthermore, the
 Company disclaims any obligation or intent to update any such factors or
 forward-looking statements to disclaim future events and developments.
 
 SOURCE  Vlasic Foods International Inc.