Piper Jaffray Consumer M&A Weekly

Piper Jaffray Consumer M&A Weekly January 19, 2004

Consumer Mergers & Acquisitions David Jacquin - Managing Director, Group Head, 415-277-1505, [email protected] Scott LaRue - Managing Director, 650-838-1407, [email protected] Tom Halverson - Principal, 612-303-6371, [email protected] John Twichell - Vice President 415-277-1533, [email protected] John Barrymore - Vice President, 415-277-1501, [email protected] Robert Arnold - Associate, 415-277-1548, [email protected]

Selected Consumer M&A Transactions (Approximate valuations, $ in millions) Date Equity Enterprise LTM EV / LTM Announced Effective Target Acquiror Value Value EBITDA EBITDA Universe Comments 01/13/04 Pending Pacific Cycle LLC Dorel Industries Inc $310.0 $310.0 NA NA Leisure & Entertainment Dorel Industries to purchase Pacific Cycle, maker of Schwinn & BMX bikes 01/16/04 Pending Fresh & Wild Holdings Ltd Whole Foods Market Inc 38.0 38.0 NA NA Food & Beverage Whole Foods Market to buy U.K. natural grocer Fresh & Wild Holdings 01/16/04 Pending McGraw-Hill retail unit School Specialty Inc NA NA NA NA Education McGraw-Hill to sell its retail educational book business to School Specialty 01/16/04 01/16/04 Califone International School Specialty Inc NA NA NA NA Education School Specialty acquires developer of school multimedia products

M&A Spotlight Transactions January 13, 2004 - Pacific Cycle acquired by Dorel Industries All M&A Trans ac tion Multiple s Pacific Cycle announced Tuesday that it is being acquired by Montreal-based Dorel Industries Ltd. (TSX: DII.A, DII.B; NASDAQ: DIIBF), a global supplier of juvenile and home (LTM Data as of 9/30/03) furnishing products. Dorel has signed a purchase agreement to acquire the Madison-based Pacific Cycle, a leader in the design, marketing and distribution of high quality, branded bicycles and other recreational products. Dorel’s purchase of Pacific Cycle is expected to close in late January. Chris Hornung, Founder and Chief Executive Officer of Pacific Cycle, will remain at the head of Pacific Cycle and will run the company as a standalone Dorel division. 17.0x 15.6x 15.0x Pacific Cycle, best known for its Schwinn, Mongoose and GT bicycle brands, sells more bicycles than any other company in North America. Its powerful brand portfolio serves 15.0x virtually all consumer demographics, price categories and bicycling styles. Hornung said that the acquisition begins another exciting chapter in the company’s corporate history. “This acquisition provides numerous opportunities to significantly strengthen Pacific Cycle’s position as a branded consumer products company with world-class sourcing and 13.0x 11.0x 10.8x distribution. It supports the entrepreneurial spirit that is intrinsic to Pacific Cycle’s success throughout our 27-year history.” 11.0x 9.4x 8.8x 9.0x 6.6x Hornung made special mention of the backing Pacific Cycle received from its outgoing partner Wind Point Partners, based in Chicago, Illinois and other shareholders such as the 6.2x 7.0x 5.7x State of Wisconsin Investment Board (SWIB). “Partnering with Wind Point Partners and local support from the State of Wisconsin Investment Board was critical in acquiring 4.3x Mongoose and Roadmaster in 2000, Schwinn and GT in 2001, and in 2003, InSTEP, a leading producer of jogging strollers and bicycle trailers,” said Hornung. 5.0x 3.0x About Pacific Cycle < $25 $25 - $100 $100 - $250 $250 - $1,000 >$1,000 Established in 1977, Pacific Cycle, LLC is the nation’s number one supplier of quality bicycles. It designs, markets and imports a full range of bicycles and recreation products under Transaction Size the brand names of Schwinn, GT, Mongoose, Mongoose Pro, Pacific, InSTEP, Roadmaster, Flexible Flyer, Powerlite, Murray and Dyno. Pacific Cycle is headquartered in Madison, Wisconsin with offices in Olney, Illinois and Lake Forest, California. It has distribution centers in Olney, Illinois, and Vacaville, California, and a design/test center in Longmont, EBIT EBITDA Colorado.

About Dorel Dorel designs, markets, and distributes brand name consumer products globally. It specializes in two market segments: juvenile products and home furnishings. Dorel's extensive product offering includes juvenile products such as infant car seats, strollers, high chairs, toddler beds, cribs, infant health and safety aids, play-yards and juvenile accessories; home furnishings such as a wide variety of Ready-to-Assemble (RTA) furniture for home and office use as well as metal folding furniture, futons, step stools, ladders and other imported furniture items. Dorel employs approximately 4,800 people in fourteen countries.

Source: Company Press Release.

Recent High Yield Debt and Convertible Securities Issued by Consumer Companies

Announced Issued Company Issue Description Moody's / S&P Coupon Maturity Business Description 01/15/04 Not Priced Seminis Inc $140.0 mm HY notes (144a) B3 / B- 10.25% 2013 Developer, producer, and marketer of fruit and vegetable seeds 01/08/04 01/13/04 Elizabeth Arden $225.0 mm HY notes (144a) B3 / B- 7.75% 2014 Fragrance and beauty products company with prestige fragrance, skin care and cosmetics brands 12/16/03 12/19/03 El Pollo Loco $110.0 mm HY notes (144a) B2 / B 9.25% 2009 Restaurant chain specializing in flame-broiled chicken, burritos and New Mex dishes 12/12/03 12/18/03 Pathmark Stores $50.0 mm HY notes (144a) B2 / B 8.75% 2012 Regional supermarket company operating stores primarily in the northeastern US 12/12/03 12/19/03 Land O Lakes Inc $175.0 mm HY notes (144a) B2 / B 9.00% 2010 National food and agricultural cooperative providing a variety of milk and dairy products worldwide 12/11/03 12/16/03 United Agri Products $225.0 mm HY notes (144a) B3 / B 8.25% 2011 Developer and distributor of crop production products and services to growers 12/10/03 12/19/03 Simmons Co $200.0 mm HY notes (144a) Caa1 / B- 7.88% 2014 Manufacturer and distributor of premium-branded bedding products in the US Source: Bloomberg, Public Press Piper Jaffray Consumer M&A Weekly January 19, 2004

The Private Equity/ LBO Sponsor Corner

Date Target Financial Sponsor Summary of Transaction 01/08/04 Phat Fashion Kellwood Co. Kellwood has agreed to buy urban fashion company Phat Fashions from hip-hop entrepreneur Russell Simmons 01/02/04 Specialty Brands of America American Capital Strategies Ltd American Capital Strategies to invest in the buyout of Specialty Brands of America. Post closing, American capital will own approx. 77.5% of SBA 12/27/03 FAO Inc assets DE Shaw & Co. DE Shaw & Co. has agreed to purchase some of the assets toy retailer FAO Inc, including its flagship Fifth Avenue store 12/24/03 nSpired Natural Foods American Capital Strategies Ltd American Capital Strategies to invest in the buyout of nSpired Natural Foods. Post closing, American capital will own approx. 78% of nSpired 12/23/03 Duane Reade Inc Oak Hill Capital Partners Oak Hill Capital Management has agreed to purchase Duane Reade, a New York City drugstore chain operator 12/16/03 Petals Inc. Southridge Capital Management Southridge Capital Management has announced the acquisition of the name and assets of bankrupt cataloger/retailer Petals 12/13/03 Right Start (FAO Inc) Hancock Park Associates Hancock Park Associates has made a stalking horse offer to acquire Right Start, part of bankrupt FAO Inc. 12/09/03 Edwin Watts Golf Wellspring Capital Management New York private equity firm Wellspring Capital Management has acquired a majority stake in golf retailer Edwin Watts Golf 12/08/03 Unilever home care brands Lehman Brothers Merchant Banking Lehman Brothers Merchant Banking to acquire four home care brands from Unilever 12/08/03 Wornick Co. Veritas Capital New York private equity firm Veritas Capital has agreed to acquire military food ration company Wornick Co. 12/03/03 Hunter Fan Co. Lehman Brothers Merchant Banking New York private equity group Lehman Brothers Merchant Banking has acquired Hunter Fan Co.

Private Equity/LBO Analytics SPREAD (LIBOR) FOR LEVERAGED BUYOUTS SENIOR BANK LOANS BUYOUT FUNDS RAISED By Deal Size

450 $70 $63.3 $55.4 400 363 406 $60 344 350 $50 306 316 353 340 334 $34.5 $34.5 $36.9 300 277 257 $40 264 294 309 250 251 $30 $23.2 242 238 $18.4

200 ($ in Billions) $20 $17.0 $11.7 $11.0 1996 1997 1998 1999 2000 2001 2002 LTM $5.3 $6.0 9/30/03 $10 $0 Less than $100 Million $100 Million to $250 Million 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 3Q 2003

Market Overview Close as of Weekly YTD LTM Equity Capital Markets Activity: 1/16/04 % Change (1) % Change % Change Last Week’s Activity NASDAQ 2,140 2.5 7.2 56.1 There are 11 deals expected to price this week including 10 follow-on offerings and 1 convertible. Issuers look to raise a combined $1.7 billion. DJIA 10,601 1.3 0.7 22.6 S&P 500 1,140 1.6 2.4 26.3 The Week Ahead Russell 2000 590 2.6 7.4 54.1 There were 16 transactions completed in the equity capital markets last week raising a combined $4.8 billion. Deal activity consisted of 1 IPO, 8 follow-on S&P Food Index 214 (0.2) (0.7) 6.3 offerings, 3 ADRS and 4 convertibles. Follow-on activity consisted of 7 shelf takedowns and 1 conventional marketed transaction. On average, follow-ons S&P Retail Index 361 1.6 (1.0) 40.8 traded down 2% in registration, but finished the week up 2% from offer price. S&P Apparel Index 207 1.0 0.5 44.8 S&P Rest. Index 233 1.8 1.4 42.8 Broader Market Activity 170 The major market indices were up for the week. The Dow Jones increased 142 pts, or 1.3%, and closed at 10,601. The Nasdaq was up 53 points, or 2.5%, and 160 closed at 2,140. The S&P 500 rose 18 points, or 1.6%, and closed at 1,140. The Russell 2000 increased 15 points, or 2.6%, finishing at 590. 150 140 130 120 110 100 90 80 1/17/03 3/04/03 4/15/03 5/29/03 7/11/03 8/22/03 10/06/03 11/17/03 12/31/03

NASDAQ DJIA S&P 500

(1) Based on Friday closing prices. Piper Jaffray Consumer M&A Weekly January 19, 2004

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