TCR_Public/961217.MBX




InterNet Bankruptcy Library - News for December 17, 1996






Bankruptcy News For December 17, 1996



  1. Martin Lawrence Limited Editions Inc. files for protection under federal bankruptcy law

  2. Caldor reports third quarter 1996 results

  3. Edison Brothers Stores Reports Reduced Losses For Third Quarter Of 1996

  4. Gander Mountain Reorganization Plan Cleared by Court; Comment Period Begins for Shareholders, Creditors

  5. Ithaca Industries' Plan of Reorganization Declared Effective

  6. SBE Announces Fourth Quarter and Fiscal 1996 Year End Results

  7. Williams Controls Announces Full Year 1996 Financial Results

  8. Wiz Technology Engages New Auditor to Replace Grant Thornton

  9. DEP Corp. reports first quarter results; domestic sales of Dep and L.A. Looks hairstyling brands increase 6 percent 




Martin Lawrence Limited Editions Inc. files for protection under federal bankruptcy law


VAN NUYS, Calif.--Dec. 17, 1996--Allen A. Baron, chairman of the board of Martin Lawrence Limited Editions Inc.
(NASDAQ/OTCBB:MLLE), Tuesday announced that the company had filed a voluntary petition for relief under chapter 11
of the U.S. Bankruptcy Code.


The company had been contemplating a chapter 11 filing in light of its recent third-quarter financial results and the burden of
several unprofitable galleries.


"The company has decided to close several galleries due to declining sales and believes that it can successfully reorganize
its financial obligations, including its lease obligations, through a chapter 11 filing," explained Baron.


"The filing has the support of the company's secured creditors and we believe that the company will be able to emerge from
chapter 11 within 12-18 months. The company will continue operating through the bankruptcy and will be taking a hard look
at all aspects of its operations in an effort to boost sales and reduce corporate overhead," stated Baron.


Martin Lawrence Limited Editions is an integrated publisher, retailer and wholesaler of limited-edition serigraphs,
lithographs, sculpture and other works of fine art created by internationally renowned and emerging artists. The company
also purchases, for resale, original works of art, as well as limited-edition works by recognized artists not published by the
company.


CONTACT: Martin Lawrence Limited Editions Inc., Van Nuys Allen A. Baron, 818/988-0630




Caldor reports third quarter 1996 results


NORWALK, Conn.--Dec. 17, 1996--The Caldor Corporation (NYSE: CLD) today announced its financial results for the
thirteen and thirty-nine week periods ended Nov. 2, 1996.


For the third quarter of 1996, net sales were $568.6 million compared to $591.4 million for the third quarter of 1995, a
3.9% decline. Comparable store sales declined by 3.1% for the quarter. Lower comparable sales in the third quarter were
primarily attributable to the continuing impact of the Company's change in long-term strategy to reduce sales promotions that
are not profitable. The Company believes this shift will continue to affect short-term sales, but will result in a more
profitable business in the long-term.


The Company's operating loss (results before interest, taxes, extraordinary and reorganization items) for the third quarter of
1996 was $30.9 million versus an operating loss of $38.6 million in the same period last year, during which the Company
filed for bankruptcy. Jack Reen, Executive Vice President and Chief Financial Officer of Caldor, stated, "Our EBITDA
results for the quarter were better than anticipated, and at the height of the Company's borrowing, during the pre-holiday
season, availability under our debtor-in-possession bank facility was $176 million, reflecting Caldor's continued significant
credit availability."


The Company's net loss for the third quarter was $48.0 million, or $2.81 per share, compared to a net loss of $32.6 million,
or $1.92 per share, for the third quarter of 1995. The net loss for the third quarter 1996 included reorganization items of
$5.9 million for professional fees and other bankruptcy related expenses, compared to $4.6 million for the third quarter of
1995. The net loss for the third quarter of 1995 included an income tax benefit of $21.0 million.


For the thirty-nine weeks ended Nov. 2, 1996, net sales were $1.76 billion compared to $1.83 billion in the same period
last year, a decrease of 3.7%. Comparable store sales declined by 4.0% for year-to-date fiscal 1996.


For the nine months ended Nov. 2, 1996 the Company's operating loss was $65.6 million compared to an operating loss of
$28.1 million in the corresponding period last year.


The net loss for year-to-date 1996 was $119.7 million, or $7.05 per share, compared to a net loss of $43.7 million, or $2.58
per share for year-to-date 1995. The net loss for year-to-date 1996 included reorganization items of $25.4 million for
professional fees and other bankruptcy related expenses, compared to $4.6 million for year-to-date 1995. In addition, the net
loss for year-to-date 1995 included an income tax benefit of $24.7 million, as well as an extraordinary loss of $5.2 million.


On Dec. 6, 1996, Caldor announced a new comprehensive five-year Business Plan that provides for a refocusing of its
merchandising, marketing and operating strategies in order to restore the Company to long-term profitability and revitalize
its position as one of the nation's leading regional discounters. The Plan has been presented to the Company's Creditor, Bank
and Equity Committees, commencing a review process that will likely take several months.


Highlights of the fully integrated Plan include: raising customer satisfaction levels; lowering everyday prices and reducing
Caldor's promotional activity; narrowing and refocusing merchandise assortments; revamping the Company's advertising
programs; and implementing operating efficiencies and significant cost reduction initiatives.


In November, the Company opened its seventh and final new store for 1996 at Atlantic Center in Brooklyn, N.Y.


The Caldor Corporation is the fourth largest discount department store chain in the U.S., with annual sales of approximately
$2.6 billion and approximately 23,000 Associates. It currently operates 161 stores in ten East Coast states. With a strong
consumer franchise in high density urban/suburban markets, Caldor offers a diverse merchandise selection, including both
softline and hardline products.


                       The Caldor Corporation and Subsidiaries
                        Consolidated Statements of Operations
                     (Dollars in thousands, except per share
                     data)
                                    (Unaudited)

                                   13 Weeks Ended        39
                                   Weeks Ended
                                 Nov. 2,   Oct. 28,    Nov. 2,
                                   Oct. 28,
                                  1996       1995       1996  
                                      1995

        Net sales                    $568,596   $591,386
        $1,759,368 $1,826,466 Cost of goods sold           
        407,166    439,539  1,288,342 1,334,737 SG&A expenses,
        net of
           depreciation and
           amortization               176,462    177,247   
           495,110
        481,854
        Depreciation and
           amortization                15,871     13,179    
           41,539
        37,934
        Operating loss                (30,903)   (38,579)  
        (65,623) (28,059) Interest expense, net         
        11,176     10,404     28,617 30,454 Loss before
           reorganization items,
           income taxes and
           extraordinary item         (42,079)   (48,983)  
           (94,240)
        (58,513)
        Reorganization items            5,881      4,637    
        25,421 4,637 Loss before
           income taxes and
           extraordinary item         (47,960)   (53,620)
           (119,661)
        (63,150)
        Income tax benefit                       (21,020)
        (24,651) Loss before
           extraordinary item         (47,960)   (32,600)
           (119,661)
        (38,499)
        Extraordinary loss
        (5,164)
        Net loss                     ($47,960)  ($32,600)
        ($119,661) ($43,663)

        Per Share Amounts:
        Loss before
           extraordinary item          ($2.81)    ($1.92)   
           ($7.05)
        ($2.28)
        Extraordinary loss
        ($0.31)
        Net loss                       ($2.81)    ($1.92)   
        ($7.05) ($2.58)

        Weighted average common and
           common equivalent shares
           outstanding                 17,062     16,964    
           16,977
        16,914

                     The Caldor Corporation and Subsidiaries
                          Consolidated Balance Sheets
                            (Dollars in thousands)
                                 (Unaudited)

                                            Nov. 2,   Oct. 28,
                                               Feb. 3,
                                             1996       1995  
                                                 1996
        ASSETS
        Current assets:
           Cash and cash equivalents             $30,659  
           $128,985
        $25,577
           Restricted cash                         1,523
           Accounts receivable                    21,651    
           14,858
        18,059
           Merchandise inventories               677,155   
           708,527
        499,948
           Assets held for disposal, net
        25,265
           Refundable income taxes                12,455
        5,380
           Prepaid expenses & other
          current assets                      21,208    
          16,000     17,047
            Total current assets             764,651   
            868,370    591,276

        Property and equipment, net              534,093   
        554,243 551,977 Debt issuance costs                   
            3,241      6,144 4,674 Deferred income taxes
        16,626 Other assets                              
        8,794     16,277 9,466
                                          $1,310,779
                                          $1,445,034
                                          $1,174,019

        LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
        Current liabilities:
           Accounts payable and
          accrued expenses                  $323,046  
          $198,403   $227,075
           Other accrued liabilities              49,243    
           25,112
        52,836
           Federal and state income taxes payable            
           4,049 Current deferred income taxes                
                4,539 Borrowings under revolving
          credit agreement                   259,000   
          222,096     40,000
            Total current liabilities        631,289   
            454,199    319,911

        Long-term debt                            18,662
        8,640
        Deferred income taxes                                
        7,131 Other long-term liabilities               28,907
            12,368 25,158 Liabilities subject to compromise   
            714,096    677,048 783,102

        Total stockholders' equity (deficit)     (82,175)  
        294,288 37,208
                                          $1,310,779
                                          $1,445,034
                                          $1,174,019

        Notes to Consolidated Financial Statements:

        (1) EBITDAR (Earnings before interest, taxes,
        depreciation,
            amortization and reorganization) for the thirteen
            weeks ended Nov. 2, 1996 was a loss of $13.8
            million compared to a loss of $24.3 million in
            1995.  For the thirty-nine weeks ended Nov. 2,
            1996, EBITDAR was a loss of $20.3 million compared
            to a profit of $11.6 million for the prior year.

        (2) Certain items previously reported in the
        accompanying
            financial statements have been reclassified to
            conform with the current year's classifications.

CONTACT: Kekst and Company: Wendi Kopsick/Jim Fingeroth, (212) 593-2655




Edison Brothers Stores Reports Reduced Losses For Third Quarter Of 1996


ST. LOUIS, MO - Dec. 16, 1996 - Edison Brothers Stores Inc. (NYSE: EBS) reported a net loss before restructuring and
reorganization charges and interest expense of $3.7 million, or 17 cents per share, for the third quarter of l996, which ended
Nov. 2. That represents a 73.9 percent improvement over the third quarter of l995, when the company reported a net loss
before restructuring and reorganization charges, special charges and interest expense of $14.2 million, or 64 cents per share.


Including $7.8 million in restructuring and reorganization charges and interest expense, Edison's net loss for the third quarter
was $11.5 million, or 52 cents per share, compared with $83.2 million, or $3.77 per share, a year ago. The restructuring
and reorganization charges were primarily related to legal and consulting fees and reserves for store closings.


As previously reported, third quarter same-store sales declined 1.6 percent. Total sales for the quarter, which reflect a 27.5
percent decrease in the average number of stores operated by Edison Brothers during the period, declined 20.2 percent to
$255.2 million from $319.8 million the year before.


Alan Miller, Edisons president and chairman, said the company's strategic restructuring initiatives continue to have a
positive impact on the retailer's performance.


"Our strategy to streamline store operations, consolidate our store base and improve our merchandise focus is resulting in
higher margins and an improved bottom line," he said.


Year to date, the company's net loss before restructuring and reorganization charges, special charges and interest expense
amounted to $14.6 million, or 66 cents per share, compared with a net loss before restructuring and reorganization charges,
special charges and interest expense of $24.0 million, or $1.09 per share, for the first three quarters of 1995. Including
restructuring and reorganization charges, special charges and interest expense, the year-to-date net loss was $54.4 million,
or $2.45 per share, compared with a net loss of $115.4 million, or $5.23 per share, for the same period in l995. Sales for
the first three quarters of l996 declined 19.6 percent to $782.1 million from $972.6 million in l995. Same-store sales
declined 3.1 percent.


Miller said Edison Brothers recently completed a comprehensive five-year business plan. The plan calls for the company to
focus on two key markets - youth (ages 12 to 24) and special size - where it sees significant growth opportunities. It also
outlines Edison's intention to continue to invest in systems and technology and pursue an ongoing store refurbishing program.


"We are well-positioned to directly serve the growing youth market with our 5-7-9, Wild Pair and JW/Jean West chains,"
he said. "Likewise, our REPP Ltd Big & Tall mens stores and Phoenix Big & Tall men's catalog businesses give us a strong
presence in the special-size category."


Edison has opened approximately 70 new store locations this year. This growth has enabled Edison to expand two of its
experimental concepts: Shifty's, which features alternative teen apparel and accessories, and Terrasystems, which offers
outdoor apparel and gear.


"We still have a long way to go in completing our turnaround, but we are pleased by the progress achieved to date," Miller
said. "We believe our restructuring initiatives will continue to strengthen our financial performance and build a loyal
customer base for our stores."


Edison Brothers Stores Inc. operates JW/Jeans West, Coda, Oaktree, J. Riggings and REPP Ltd Big & Tall menswear
stores; REPP Ltd and Phoenix Big & Tall men's catalogs; 5-7-9 Shops junior apparel stores; Bakers, Leeds, Pricis and Wild
Pair footwear stores; and Shifty's and Terrasystems experimental concepts.


Certain statements in this release that are not historical fact are subject to risks and uncertainties that may cause the
company's performance to vary. Specific risks include, but are not limited to, the eventual terms of the company's emergence
from Chapter 11, industry competition factors, unavailability of suitable retail space for expansion, difficulty in predicting
or responding to fashion trend shifts and other risks identified in filings with the Securities and Exchange Commission.


                    EDISON BROTHERS STORES, INC. AND
                    SUBSIDIARIES
                     Condensed Consolidated Statements Of
                     Income

                                       13 Weeks Ended        
                                       39 Weeks Ended
                                      Nov. 2,  Oct. 28,     
                                      Nov. 2,  Oct. 28, 1996  
                                         1995       1996      
                                       1995
                                         (In millions except
                                         per share data)

        Net Sales                    $255.2    $319.8    
        $782.1    $972.6 Cost of goods sold,
         occupancy, and buying
          expenses                    182.9     246.4     
          573.9     709.5
        Store operating and
         administrative expenses       65.6      85.6     
         204.0     259.1
        Depreciation and
         amortization                  10.6      15.3      
         31.1      49.0
        Interest expense, net            .4      11.0       
        1.3      22.8 Restructuring and
         reorganization expenses        7.2      48.4      
         25.8      69.3
        Total Costs and Expenses      266.7     406.7     
        836.1   1,109.7 Loss before Income Taxes      (11.5)  
         (86.9)     (54.0)   (137.1) Income tax provision
         (benefit)                       --      (3.7)       
         .4     (21.7)
        Net Loss                     $(11.5)   $(83.2)   
        $(54.4)  $(115.4) Per Common Share: Net Loss          
                  $ (.52)   $(3.77)    $(2.45)   $(5.23) Cash
        dividends declared          --        --         --   
        $  .42 Weighted average common shares
         outstanding (in thousands)   22,202   22,087     
         22,180   22,063

SOURCE Edison Brothers Stores Inc./CONTACT: David B. Cooper, Jr., CFO, or Amy Calvin, Communications, of Edison
Brothers Stores Inc., 314-331-6531/




Gander Mountain Reorganization Plan Cleared by Court; Comment Period Begins for Shareholders, Creditors


WILMOT, Wis. Dec. 17, 1996 - Gander Mountain, Inc. (Nasdaq Bulletin Board: GNDR), has received clearance from the
U.S. Bankruptcy Court in Milwaukee to send its reorganization plan, ballots and disclosure statement to creditors and
shareholders for review and approval, the company announced today.


Mailing of the materials to parties in the bankruptcy proceedings begins a review and comment period of approximately one
month. Under the timetable approved by the court, objections to confirmation of the plan must be received prior to 4 p.m.,
central standard time, on Monday, January 13, 1997. The deadline for receipt of ballots is 4 p.m., central standard time, on
Thursday, January 16, 1997. A hearing on confirmation of the plan has been scheduled for 9:30 a.m., central standard time,
on Thursday, January 23, 1997, in Milwaukee, according to Gander Mountain.


Under the terms of the reorganization plan, the company's 12 retail stores and substantially all related assets of the business
will be transferred to Holiday Companies which will pay a purchase price equal to all secured debt, administrative
expenses of the bankruptcy (including post-petition liabilities), priority claims, reasonable post-confirmation expenses, plus
$19,500,000. $18.5 million will be distributed among unsecured creditors, $500,000 paid pro rata to Gander Mountain
preferred shareholders, and $500,000 paid pro rata to holders of Gander Mountain common stock.


If, however, the holders of preferred stock oppose the Plan and it cannot be confirmed by the Court because of this
opposition, there will be no distribution to preferred and common shareholders and the amount available to unsecured
creditors will increase to $19 million. Unsecured claims of $1,000 or less, and claims that creditors reduce voluntarily to
$1,000, will receive a one-time payment of 80% of their claims out of the funds available to unsecured creditors. After this
payment, the balance will be distributed pro rata to other unsecured creditors with allowed claims.


Gander Mountain, Inc. is a customer-oriented specialty retailer serving the outdoor recreation market. The company is
recognized as a leader in providing functional outerwear, footwear and equipment for the hunting, fishing and camping
enthusiast.


SOURCE Gander Mountain, Inc. /CONTACT: Kenneth C. Bloom, Executive VP-Chief Financial Officer, of Gander
Mountain, 414-862-3302; or Michael Rosenbaum of The Financial Relations Board, 312-266-7800/




Ithaca Industries' Plan of Reorganization Declared Effective


WILKESBORO, N.C., Dec. 17, 1996 - Ithaca Industries, Inc. announced today that its pre-packaged plan of reorganization
has become effective following approval by the Delaware Bankruptcy Court on November 22, 1996 for the district of
Delaware and that it has officially completed bankruptcy proceedings. Ithaca filed its Chapter 11 case and prepackaged plan
on October 8, 1996.


As previously announced, the plan gives holders of Ithaca's 11.125% Senior Subordinated Notes 100% of the outstanding
common stock of the Company and provides for a restructured bank credit agreement, effectively eliminating over 50% of
Ithaca's debt. The plan also provides for the full payment of Ithaca's trade creditors.


Ithaca said that trade creditors have been paid according to normal terms throughout the Chapter 11 case and that employee
wages and benefits have also been paid as usual.


"We were able to complete this reorganization quickly with minimal impact on customers, vendors and employees," said
Jim D. Waller, Ithaca's Chairman and Chief Executive Officer. "We have emerged a healthier, more competitive company
with an enhanced ability to invest in our business."


"In addition to the financial restructuring, we have made significant operational improvements over the past months which
have reduced our operating costs and prepare us to take advantage of growth in the retail industry and to adapt to future
changes in the retail environment."


Ithaca Industries, Inc. is a leading designer, marketer and manufacturer of private label men's and women's underwear,
hosiery and T-shirt products.


SOURCE Ithaca Industries, Inc. /CONTACT: Krista Grossman for Ithaca Industries, Inc., 212-484-7760/




SBE Announces Fourth Quarter and Fiscal 1996 Year End Results


SAN RAMON, Calif., Dec. 17, 1996 - SBE, Inc. (Nasdaq: SBEI) today reported fourth quarter 1996 sales of $3.8 million
compared to $4.9 million for the same period of 1995. Fourth quarter 1996 sales increased 31 percent from the third quarter
of 1996 due to a 34 percent increase in sales of the Company's netXpand remote access products as well as stronger sales
of communication controller products. Additionally, gross margins increased five percentage points from third quarter
levels, and expenses excluding non recurring costs decreased 36 percent from the third quarter.


For the fourth quarter 1996, the Company reported a net loss of $1.6 million, or 72 cents per share compared to $1.5 million
or 72 cents per share for the same period of 1995. The loss included a non recurring charge of $706,000 related to
employee severance costs, asset write-downs and estimated facility lease termination costs. Gross margins for the quarter
decreased to 41 percent from 47 percent in the fourth quarter of 1995.


Sales for fiscal 1996 were $13.4 million compared to $19.4 million in fiscal 1995. The Company reported a net loss of
$9.6 million, or $4.51 per share for fiscal 1996, compared to a net loss of $4.6 million, or $2.22 per share for fiscal 1995.
The 1996 net loss in part reflects the substantial investment made in product development, marketing, and customer support
for the netXpand product line. Gross margins for the year fell from 51 percent in fiscal 1995 to 38 percent in fiscal 1996
due principally to lower utilization of manufacturing capacity. The Company in a previous press release noted that it had
sold its manufacturing assets to Xetel Corporation for $1.6 million and entered into a long term contract manufacturing
agreement.


"After a difficult first half of fiscal 1996, SBE has shown very encouraging momentum in recent months," said William B.
Heye, Jr., president and chief executive officer. "With the increased fourth quarter sales, improved margins and the expense
reductions that were initiated during the quarter, the Company is positioned to return to profitable operations."


Regarding the Company's remote access/router product, Heye continued, "Customer acceptance has been established and
demand for these innovative small business networking products is increasing. We expect that our growing structure of
distributors and resellers in the United States, Europe, Japan and the rest of the Asia Pacific region will show positive
results in fiscal 1997."


During the quarter William R. Gage, Chairman of SBE resigned his position to pursue personal interests. "Bill has been a
strong contributor to the Company's product innovations and technology and he will be missed by the board," said Mr. Heye.
Mr. Gage will continue as a consultant to the Company on technical matters. For the present, the Chairman's responsibilities
will be assumed by Mr. Heye.


"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: With the exception of historical
information, the matters discussed in this news release are forward-looking statements that involve risks and uncertainties.
The risks and uncertainties are further described in the Companies filings with the Securities and Exchange Commission,
including the 1995 10-K and quarterly 10-Q's.


SBE(TM) based in San Ramon, California, designs, and markets affordable remote access/router products for small
businesses and home offices. The Company also provides a broad range of intelligent communications controllers used
primarily in embedded systems applications. These products are sold worldwide through a direct sales force and
distribution channels.


NOTE: SBE, the SBE logo, and netXpand are trademarks of SBE, Inc.


                                      SBE, INC .
                   CONDENSED CONSOLIDATED STATEMENTS OF
                   OPERATIONS
           for the three and twelve months ended October 31,
           1996 and 1995
                       (In thousands, except per share
                       amounts)

                                   Three months ended      
                                   Twelve months ended
                                       October 31,            
                                         October 31,
                                    1996       1995          
                                    1996        1995
        Net sales                  $3,785     $4,901       
        $13,350     $19,368 Cost of sales               2,280
            2,602          8,278       9,567
          Gross profit              1,505      2,299         
          5,072       9,801
        Product research
         and development              863      1,260         
         5,084       6,900
        Sales and marketing           905      1,489         
        4,605       4,961 General and
         administrative               597        974         
         3,139       3,930
        Restructuring costs           706         --          
         961          -- Write-off of prepaid
         offering costs                --         --          
          105          --
        Writedown of software costs    --         --          
         794          --
          Total operating expenses  3,071      3,723        
          14,688      15,791 Operating loss           (1,566)
            (1,424)        (9,616)     (5,990)
        Interest income, net          (22)        56          
          (9)        327 Write-off of equity investment       
          (330)                      (330) Loss on sale of
        investments             (108)                     
        (294)
          Loss before income taxes (1,588)    (1,806)       
          (9,625)     (6,287)
        Income tax benefit             --       (316)         
          --      (1,719)
          Net loss                $(1,588)   $(1,490)      
          $(9,625)    $(4,568)
        Net loss per common share  $(0.72)    $(0.72)       
        $(4.51)     $(2.22) Weighted average
         common shares              2,197      2,069         
         2,132       2,055

SOURCE SBE Inc./CONTACT: Timothy J. Repp, CFO, Vice President of Finance of SBE Inc., 510-355-2000/




Williams Controls Announces Full Year 1996 Financial Results


PORTLAND, Ore., Dec. 17, 1996 - Williams Controls, Inc. (Nasdaq: WMCO) today reported its financial results for the
fourth quarter and full year ended September 30, 1996. Net sales for the year ended September 30, 1996 increased 11.4% to
$67.5 million from $60.6 million in the same period of the previous year. The company reported a full year net loss of
$561,000, or $.03 per share, compared to net income of $4.5 million or $.26 per share in 1995. The full year results
included a $2.25 million ($.08 per share) restructuring charge related to the company's light truck and sport utility vehicle
accessory business taken in the third quarter.


For the three months ended September 30, 1996, net sales increased 11.4% to $17.5 million from $15.7 million in the fourth
quarter of 1995. The company reported a fourth quarter net loss of $971,000 or $.06 per share, compared with net income of
$688,000, or $.04 per share, in the year ago period.


The results for the fourth quarter reflect a contraction in orders from Class 8 truck manufacturers compared to this time a
year ago, and a competitive market for the company's light truck and sport utility vehicle accessories. The decline in the
production of Class 8 trucks continued to be partially offset by an increase in the production of midsize Class 6 and 7 trucks,
which are in the process of switching to electronic throttle pedals from mechanical controls and represent a primary market
for the company's products. In addition, the company experienced margin difficulties in its agriculture business along with
extraordinary costs related to product startup and the integration of acquisitions during the fourth quarter which contributed
to the loss in the period.


The subsidiary companies reporting losses for the year were all acquired by Williams during the past several years as part
of Williams strategy to acquire under performing and undervalued companies at or near book value. In commenting on the
performance of these subsidiaries, Williams Controls chairman and chief executive officer Thomas W. Itin stated "These
types of acquisitions typically require three to five years of restructuring before they can be returned to full profitability, and
the losses reported by the subsidiaries for the year are therefore not inconsistent with the acquisition strategy we have been
consistently following. In order to accelerate the restructuring process, significant changes in management structure are
being carried out which will materially enhance the skill and depth of our management team, especially in the areas of
operations, information and cost systems and controls. This includes the appointment of several new General Managers."


Itin also stated that "The fourth quarter and much of the 1996 fiscal year were difficult operating environments for the
company. In addition to the restructuring charge taken in our light truck and sports utility vehicle accessory business, our
transportation electronics business and our agriculture business also saw a reduction in profit levels from the prior year.
While that operating environment is likely to continue through the first and second quarters of fiscal 1997, the Company has
introduced a number of new higher margin products over the past six months for which we have begun to see some results.
These include our newly developed, patented tilt sensor, which has applications in a wide variety of industries, and an
expansion of our GPS/GIS software for monitoring and reporting on trains, cyberfarming, and land management. We are
optimistic that these new products will represent an increasingly larger part of our business and, over time, should improve
the profit margin mix within the company."


Williams Controls, Inc. is a manufacturer and integrator of sensors, controls, communication systems and accessories for the
transportation, communications and agriculture industries.


                               WILLIAMS CONTROLS, INC.
                        Consolidated Statements of Operations
                   (Dollars in thousands, except per share
                   amounts)

                              Three months  Three months 
                              Twelve months
        Twelve months

                              ended 9/30/96 ended 9/30/95 
                              ended 9/30/96
        ended 9/30/95

            Net Sales              $17,504       $15,712      
            $67,542
        $60,614

            Gross margin             2,295         4,220      
             14,210
        17,206

            Operating expenses       3,401         2,175      
             10,719
        7,715

            Restructuring charges      ---           ---      
              2,250
        ---

        Earnings (loss) from
             operations             (1,106)        2,045      
               1,241
        9,491

            Net earnings (loss)       (971)          688      
               (561)
        4,512

        Earnings (loss) per
             common share            (0.06)         0.04      
               (0.03)
        0.26

        Weighted average shares
             outstdg.           17,800,000    18,000,000   
             17,800,000
        17,600,000

SOURCE Williams Controls, Inc./CONTACT: Thomas W. Itin of Williams Controls,

810-851-5651/




Wiz Technology Engages New Auditor to Replace Grant Thornton


SAN JUAN CAPISTRANO, Calif.--Dec. 17, 1996--Wiz Technology, Inc. (AMEX: WIZ) today said it has engaged
Cacciamatta Accountancy Corp., Irvine, Calif., as its independent auditors to replace Grant Thornton LLP which resigned
last week.


Wiz is expected to file a Form 8-K with the Securities and Exchange Commission (SEC) this week relating to the change of
auditors.


Wiz is engaged in the publishing and marketing of budget software and in the marketing of intranet systems.


The company said that Grant Thornton, which signed on as auditors in late September, has not issued any report on the
financial statements of the company.


Cacciamatta Accountancy Corporation said it is working to expedite the audit procedure and the filing of the company's
annual report with the SEC.


Trading in Wiz shares on the American Stock Exchange has been halted since Nov. 11, 1996 when the exchange was
notified the company would not file its annual report for the year ended July 31, 1996 with the SEC by Nov. 13, the final
day of its extension. Resumption of trading is not expected until the report is filed.


Before forming Cacciamatta Accountancy Corporation in 1989, Danilo Cacciamatta served for approximately eight years as
audit partner in the Orange County, Calif., office of KMPG Peat Marwick LLP where he also was client service partner for
multi-national and high technology clients. He is a member of the American Institute of Certified Public Accountants and of
the California Society of Certified Public Accountants.


Prominent in civic activities, Cacciamatta is treasurer and a member of the executive committee of Orange County Forum;
treasurer and finance committee chairman of Prentice Day School, and a member of the finance committee and chairman of
the audit committee of The Pacific Club. He formerly served as chairman of the University of California at Irvine's Graduate
School of Business Associates; on the executive committee of the Art Institute of Southern California; treasurer and a
member of the executive committee of the World Trade Center of Orange County, and treasurer of the Orange County
chapter of the International Food and Wine Society.


Assisting Cacciamatta with the audit will be Marcia J. Hein who joined his firm in 1994 with more than 15 years
experience in auditing with special emphasis in SEC reporting for medium-sized companies.


She is a member of the American Institute of Certified Public Accountants' SEC Peer Review Committee, the California
Society of Certified Public Accountants' Peer Review Committee and a member of the Board of Directors of the Orange
County Financial Society.


Note to Editors: Certain of the above statements may be forward looking statements that involve risks and uncertainties. In
such instances, actual results could differ materially as a result of a variety of factors, including competitive developments
and risk factors listed from time to time in the Company's SEC reports.


CONTACT: Wiz Technology, Inc. Richard Nance, 714/443-3000 ext. 116 or ACC Communications Paul Keil
714/487-1988 Andy Malone 714/366-5803




DEP Corp. reports first quarter results; domestic sales of Dep and L.A. Looks hairstyling brands increase 6 percent


LOS ANGELES, CA--Dec. 17, 1996--DEP Corp. (NASDAQ SmallCap Market: DEPC) Tuesday reported a 6 percent gain
in domestic net sales of its major hair care brands, Dep and L.A. Looks, for the first quarter ended Oct. 31, 1996.


DEP net sales for the first quarter were $28.0 million, compared with $28.9 million for the comparable period of the prior
year, primarily as the result of a 28 percent decline in the sales of DEP's Agree and Halsa hair care brands, purchased from
S.C. Johnson & Son Inc. in 1993 and the subject of litigation between the parties. The company's hair care segment, led by
core Dep and L.A. Looks hairstyling brands, accounts for 73 percent of its annual business.


First quarter net sales of DEP's oral care products, net of discontinued items, remained consistent with those of the previous
year, while net sales of the company's skin care category declined.


The company reported a net loss for the quarter of $2.1 million, or 33 cents per share, versus a net loss of $383,000, or 6
cents per share, the previous year. Earnings were affected by slightly lower overall sales combined with a change in sales
mix to lower margined products, increased interest expense and reorganization expenses.


First quarter earnings also were impacted by $600,000 of expenses incurred in connection with the recall of a new skin care
line being test marketed. The line was recalled as a result of legal action brought by a competitor and related to the
product's trade dress.


"We are pleased that we continue to see growth in our largest brands, Dep and L.A. Looks," said Robert Berglass, president
and chief executive officer of DEP. "However, the key to improved operating income centers on increasing overall sales.


"During the first quarter, management continued to devote a disproportionate amount of its time, along with additional
financial resources, to resolving issues with the company's secured lenders and the company's reorganization under Chapter
11. Now that the company has successfully emerged from Chapter 11 and its reorganization efforts are complete, we look
forward to dedicating our full attention to improving the business."


DEP is a consumer products company that develops, manufactures and markets a wide variety of hair, skin and oral care
products under 10 major trade names: DEP, L.A. Looks, Agree, Halsa, Lilt, Natures Family, Porcelana, Cuticura, Topol and
Lavoris.  


                       DEP CORP. AND SUBSIDIARIES
                   CONSOLIDATED INCOME STATEMENT DATA
                  (in thousands, except per share data)
                              (Unaudited)
                                                   Three
                                                   Months
                                                   Ended
                                                       Oct.
                                                       31,
                                                   1996       
                                                     1995
        Net sales                                    $28,013  
            $28,928 Selling, general and
         administrative expenses (a)                  17,041  
              17,090
        Income from operations                           184  
              1,413 Interest expense                          
            1,959         1,866 Reorganization items          
                          299            98 Loss before income
        tax credit                 (2,063)         (546) Net
        loss                                     $(2,063)     
          $(383) Net loss per share                           
         $(.33)        $(.06) Weighted average shares
        outstanding        6,251,140     6,248,051

        (a)  Three months ended Oct. 31, 1996 includes $600 of
        expenses incurred in connection with the recall of a
        new skin care line.

       

CONTACT: DEP Corp. D. Lee Johnson, 310/604-0777 or Sitrick & Co. Ann Julsen, 310/788-2850