COMPTRONIX CORPORATION ANNOUNCES DEFINITIVE AGREEMENT FOR SALE OF SUBSTANTIALLY ALL
OF ITS ASSETS
BRENTWOOD, Tenn.--Sept. 20, 1996--href="chap11.comptronix.html">Comptronix Corporation (OTC Bulletin
Board:CMPX) today announced that it has
signed a definitive agreement with Sanmina Corporation pursuant to which Sanmina will acquire substantially all of the
assets of Comptronix Corporation. The estimated purchase price range for the assets, which is based on a formula in the
definitive agreement, is $20 million to $22 million, payable in cash. Consummation of the acquisition is subject to a number
of conditions, including the completion of due diligence by Sanmina, the approval of the Bankruptcy Court that has
jurisdiction in Comptronix's Chapter 11 case, and expiration of the applicable waiting period under the Hart-Scott-Rodino
Based on the estimated purchase price, Comptronix expects that its secured creditors will be fully repaid and that its
unsecured creditors will receive approximately 10 cents on the dollar for claims such as unsecured debt (including the
Company's convertible debt) and trade payables. Because Comptronix's unsecured creditors will not be fully repaid,
applicable bankruptcy rules prevent holders of Comptronix's preferred stock or common stock from receiving any value.
E. Townes Duncan, Chairman and Chief Executive Officer of Comptronix, said, "We believe that the best way to preserve
the value of Comptronix's business is a sale of the Company. Sanmina is a strong, financially sound company with the
wherewithal to consummate this acquisition on a timely basis and continue the operations of Comptronix's facilities. Given
the uncertainties associated with operating a business in bankruptcy, we believe that this transaction will preserve the value
of the business and maintain the confidence of Comptronix's customers, employees and suppliers."
Mr. Duncan continued, "While we regret that our unsecured creditors will not be fully repaid and equity holders will not
receive any value in a plan of reorganization, we nevertheless believe that the sale of the Company represents our only
viable alternative. We believe that it was important to take this action promptly before any further diminution in value of the
Company's assets and business."
Comptronix expects to file a motion promptly with the Bankruptcy Court for consideration of the proposed transaction.
Comptronix will also seek approval of provisions in the definitive agreement relating to a breakup fee and overbid
requirement. In general, those provisions provide that Comptronix will pay Sanmina a breakup fee of $250,000 if
Comptronix consummates a transaction with a third party or completes a stand-alone plan of reorganization. The overbid
requirement provides that if Comptronix accepts an offer from a third party, then that offer must be at least $500,000 higher
than Comptronix's reasonable estimate of the aggregate purchase price in the Sanmina transaction.
Comptronix Corporation provides contract manufacturing services to original equipment manufacturers in the electronics
industry at its ISO 9002 registered facilities in Guntersville, Alabama, and at its Empalme, Sonora, Mexico, facility. It
specializes in assembling printed circuit boards and system level "Box Build" products, as well as providing engineering,
order fulfillment and other services, for customers requiring strict quality control and prompt, responsive service.
CONTACT: Comptronix Corporation, Brentwood E. Townes Duncan, 205/582-1810
Bonneville Pacific Corporation Announces Settlement
SALT LAKE CITY, Sept. 20, 1996 - href="chap11.bonneville.html">Bonneville Pacific Corporation (BPCO),
through its Chapter 11 Bankruptcy
Trustee (Roger G. Segal), announces today that a settlement has been reached with another defendant (of the remaining
defendants) in the civil action entitled Segal v. Portland General, et al, now pending in the United States District Court for
the District of Utah, Case No. 92-C-364J. The above-referenced litigation, which has been pursued for several years,
constitutes the principal action commenced by the Trustee to recover the millions of dollars in damages suffered by
Bonneville Pacific Corporation (hereinafter "Bonneville") as a result of the alleged acts of various parties.
The settlement is with Kidder Peabody & Co. and provides for payment to Bonneville Pacific Corporation of Fifteen
Million Dollars ($15,000,000.00).
The settlement is subject to formal documentation and is conditioned upon approval by the United States District Court (the
Honorable Bruce S. Jenkins) and by the United States Bankruptcy Court (the Honorable John H. Allen).
The remaining defendants in the litigation (including severed actions) include Westinghouse Electric Corporation; Ronald
C. Yanke; Calpine Corporation and William P. Cerutti.
SOURCE Cohne, Rappaport & Segal /CONTACT: Roger G. Segal of Cohne, Rappaport & Segal, 801-532-2666/
EcoScience Corporation Announces Continued Significant Improvements in Financial Results for the Fourth Quarter and
EAST BRUNSWICK, N.J., Sept. 20, 1996 - EcoScience Corporation (Nasdaq: ECSC) announced today results for the
fourth quarter and fiscal year ended June 30, 1996. For the 1996 fiscal year, the Company reported that it significantly
reduced its net loss by 96% and increased product sales by 15% as compared to the 1995 fiscal year. The net loss for the
1996 fiscal year was ($587,000) or ($0.06) per share as compared to a net loss of ($15,094,000) or ($1.71) per share for
the 1995 fiscal year. Included in the 1996 fiscal year results was a reversal of accrued restructuring charges of $1,550,000
or $0.17 per share resulting from a favorably negotiated termination of the Company's Worcester, Massachusetts facility
lease. Also included in the 1996 fiscal year was an extraordinary gain on early extinguishment of debt of $241,000 or $0.03
per share relating to the settlement of $501,000 of EcoScience Produce Systems Corp. acquisition debt. Excluding the
restructuring reversal, the extraordinary gain on debt extinguishment, interest expense-net of ($358,000) and other
non-operating income-net of $47,000, the Company had a 1996 fiscal year operating loss of ($2,067,000) or ($0.23) per
share. This represents a 76% reduction when compared to the operating loss for fiscal year 1995 of ($8,449,000) or ($0.96)
per share after excluding from the 1995 net loss the asset valuation and restructuring charge of ($6,000,000) or ($0.68) per
share, interest expense-net of ($464,000) and other non-operating expenses-net of ($181,000). Product sales for the 1996
fiscal year were $14,151,000 as compared to $12,335,000 for the 1995 fiscal year.
The Company achieved a reduction of 88% in its net loss for the 1996 fourth fiscal quarter as compared to the same period
in the prior year. The net loss for the three months ended June 30, 1996 was ($1,047,000) or ($0.11) per share as compared
to a net loss of ($8,442,000) or ($0.95) per share for the same period in the prior year. Included in the 1995 fourth fiscal
quarter financial results was an asset valuation and restructuring charge of ($6,000,000) or ($0.68) per share. Excluding the
asset valuation and restructuring charge, interest expense-net of ($151,000) and other non- operating expenses-net of
($177,000), the Company had a 1995 fourth quarter operating loss of ($2,114,000) or ($0.24) per share. Comparatively, for
the 1996 fourth quarter, excluding interest expense-net of ($51,000) and other non-operating expenses-net of ($19,000), the
Company had an operating loss of ($977,000) or ($0.10) per share, which represents a 54% reduction when compared to
the 1995 operating loss. Product sales for the quarter ended June 30, 1996 were $2,697,000 as compared to $2,901,000 for
the quarter ended June 30, 1995, which represents a 7% reduction due primarily to the temporary cessation of Bio-Path(R)
Cockroach Control Chamber sales and certain seasonality factors.
Commenting on the results for the fiscal year, Michael A. DeGiglio, President and CEO, stated, "Throughout the 1996 fiscal
year, EcoScience's management has devoted a substantial amount of resources to aggressively implement the Company's
restructuring plan, negotiate favorable debt reduction settlements and complete significant transition milestones. We
achieved enormous success in those areas, while simultaneously increasing product sales by 15%, commercializing three
newly formulated Bio-Save(TM) PostHarvest BioProtectants, initiating shipments and marketing of Bio-Blast(TM)
Biological Termiticide both domestically and internationally, and reducing operating losses by 76% and the Company's net
loss by 96%. Through these successful efforts, the Company has a revitalized structure and purpose, and is positioned to
intensely pursue operating company growth and migration toward profitability."
EcoScience is engaged in the development and commercialization of natural pest control products, naturally derived
coatings to preserve food quality and extend the shelf life of fruits and vegetables, and the marketing and distribution of
advanced technologies, products, growing systems and services for the intensive farming, horticulture and produce packing
Consolidated Statements of Operations
(In thousands, except per share amounts)
Three months ended Year ended
June 30, June 30,
1996 1995 1996
Product sales $ 2,697 $ 2,901 $ 14,151
licensing fees and other 8 -- 8
Investment income 25 115 199
Total revenues 2,730 3,016 14,358
Costs and expenses:
Cost of goods sold 2,216 2,377 10,394
Research and development 236 1,073 1,018
Selling and marketing 672 916 2,594
General and administrative 558 551 2,216
Asset valuation and
(reversal) -- 6,000 (1,550)
Interest and other expenses 95 541 514
Total costs and expenses 3,777 11,458 15,186
Net loss before
extraordinary item (1,047) (8,442) (828)
Extraordinary gain on early
extinguishment of debt -- -- 241
Net loss $ (1,047) $ (8,442) $ (587)
Net loss per common share:
Loss before extraordinary
gain $ (0.11) $ (0.95) $ (0.09)
Extraordinary gain -- -- 0.03
Net loss per common
share $ (0.11) $ (0.95) $ (0.06)
Weighted average number of
common shares outstanding 9,342 8,840 9,070
SOURCE EcoScience Corporation/CONTACT: Michael A. DeGiglio, President and CEO of EcoScience Corporation,
Sanmina Announces Plans to Acquire Key Assets of Comptronix Corporation
SAN JOSE, Calif., Sept. 20, 1996- Sanmina Corporation (Nasdaq: SANM)
today announced that it has entered
into an agreement to purchase substantially all of the assets of href="chap11.comptronix.html">Comptronix Corporation, a contract manufacturing company
based in Guntersville, Alabama. The assets include Comptronix's plant and equipment located in Guntersville, its Guaymas,
Mexico operations, customer contracts, inventories and accounts receivable. Comptronix filed for bankruptcy protection
under Chapter 11 of the United States Bankruptcy Code in August 1996.
The purchase price will consist of $7.1 million for fixed assets and a formula-based price for inventory and accounts
receivable. Based on Comptronix's current inventory and accounts receivable, the aggregate purchase price will be between
approximately $20 to $22 million. The final purchase price will be determined depending upon the amount of accounts
receivable and inventory at the time of closing.
The transaction is subject to satisfactory completion of due diligence by Sanmina as well as bankruptcy court approval and
completion of the federal Hart-Scott-Rodino pre-transaction notification process. Accordingly, the transaction will not be
completed unless bankruptcy court approval is obtained and the remainder of Sanmina's due diligence review is
satisfactory. The company indicated that management will not comment further until the transaction is completed.
Sanmina Corporation is a leading electronics manufacturer providing a full spectrum of integrated electronic manufacturing
services. Services include the manufacture of complex printed circuit board assemblies using surface mount (SMT) and
pin-through hole (PTH) interconnection technologies, the manufacture of custom-designed backplane assemblies and
subassemblies, the manufacture of complex, multi-layered printed circuit boards, the manufacture of custom cable and wire
harness assemblies, and the testing and the assembly of electronic sub-systems and systems. The company provides these
services to a diversified base of leading OEMs in the telecommunications, data communications, industrial and medical
instrumentation and computer sectors of the electronics industry. Sanmina common stock trades on the Nasdaq National
Market under the symbol: SANM.
SOURCE Sanmina Corp./CONTACT: Randy Furr, President and COO of Sanmina Corp., 408-435-8444; or General Info,
Hannah Bruce, or Analysts, Susan Caulton Dooley, both of FRB San Francisco, 415-986-1591/
Andover Togs Announces Two-Year $15 Million Dip Financing
NEW YORK, NY - Sept. 20, 1996 - Andover Togs, Inc. announced that it had closed its two-year $15 million revolving
credit facility with The CIT Group/Commercial Services, Inc. ("CIT"). This new facility replaces the Company's previously
existing $11 million credit facility which was due to terminate in December 1996. Management believes that the new,
longer-term financing facility will provide financial support for the Company's sales, while at the same time permitting
Management to focus its efforts on the Company's ongoing business, to develop a plan of reorganization and to emerge from
the bankruptcy proceedings.
The Company recently relocated its executive offices to 1333 Broadway.
Andover Togs, Inc. designs, manufactures and distributes children's wear.
SOURCE Andover Togs, Inc./CONTACT: William L. Cohen, Chairman, President and Chief Executive Officer of Andover
Togs, Inc., 212-244-0700/