Piper Jaffray Consumer M&A Weekly

Piper Jaffray Consumer M&A Weekly September 20, 2004

Consumer Mergers & Acquisitions Murray Huneke- Managing Director, Group Head, 650-838-1388, [email protected] Scott LaRue - Managing Director, Head of Consumer M&A, 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 09/20/04 Pending American Household, Inc. Jarden Corporation $745.6 $875.6 NA NA Consumer Products Jarden Corporation to acquire privately held American Household 09/15/04 Pending Best Value Golf Inc Horizon Holding Corp NA NA NA NA Leisure & Entertainme Horizon Holding Corporation to acquire Best Value Golf (golfgods.com) 09/15/04 09/15/04 totesIsotoner Corporation Bruckmann, Rosser, Sherrill & NA NA NA NA Consumer Products Bruckmann, Rosser, Sherrill & Co. has acquired totesIsotoner Corp. 09/15/04 09/15/04 Evans Quality Coffee Service Vermont Pure Holdings NA NA NA NA Food & Beverage Vermont Pure Holdings has acquired Evans Quality Coffee Service 09/14/04 09/14/04 Imperial Headwear MCG Global NA NA NA NA Apparel MCG Global has acquired headwear provider Imperial Headwear 09/13/04 Pending Rag Shops Sun Capital Partners $20.9 $22.5 NM NM Consumer Products Sun Capital to acquire Rag Shops, a specialty retailer of crafts and fabrics 09/13/04 Pending Organic Ingredients SunOpta NA NA NA NA Food & Beverage SunOpta to acquire 51% of the outstanding shares of Organic Ingredients 09/08/04 Pending Caravelle Foods Sun Valley Foods (Cargill) NA NA NA NA Food & Beverage Sun Valley Foods, a Division of Cargill to acquire Caravelle Foods 09/08/04 09/08/04 Steiger Meats Diamond Ranch Foods Ltd NA NA NA NA Food & Beverage Diamond Ranch Foods acquired meat & poultry distributor Steiger Meats Note: Figures per public filings and press releases.

M&A Spotlight Transactions September 20, 2004 - Jarden Corporation Announces Definitive Agreement To Acquire American Household All M&A Transaction Multiples Jarden Corporation (NYSE: JAH), a leading provider of niche branded consumer products, announced Monday it has signed a definitive agreement to acquire (LTM Data as of 3/31/04) privately held American Household, Inc. for $745.6 million in cash for the equity and the assumption or repayment of approximately $130 million in

indebtedness. American Household is the parent of The Coleman Company, Inc. and Sunbeam Products, Inc., leading producers of global consumer 15.0x products through the BRK®, Campingaz®, Coleman®, First Alert®, Health o meter®, Mr. Coffee®, Oster® and Sunbeam® brands. In connection with the 13.2x 13.1x acquisition, Warburg Pincus, the global private equity firm, will invest $350 million of equity into Jarden. 13.0x 12.4x

11.0x 9.5x Upon completion of the acquisition, Jarden will be positioned as a global market leader, holding the #1 or #2 market position in many of its core consumer 9.5x 8.5x 9.3x product categories, including warming blankets, smoke alarms, professional grooming products, various small appliances, camping equipment, home vacuum 9.0x packaging, home canning, kitchen matches, plastic cutlery, toothpicks, rope, cord and twine and playing cards. 6.9x 6.7x 7.0x In connection with the acquisition, Warburg Pincus will invest $350 million in Jarden and the firm's Co-President, Charles R. Kaye, will join the Jarden board 5.0x 5.0x of directors. 3.0x The transaction is expected to close during the first quarter of 2005, subject to Hart-Scott-Rodino approval and other customary closing conditions.Upon < $25 $25 - $100 $100 - $250 $250 - $1,000 >$1,000 completion of the acquisition, Jarden will be a global leader in the consumer products sector: Transaction Size

EBIT EBITDA - Annualized combined revenue: Approximately $2.6 billion - Number of employees: Approximately 9,000 - Market-leading brands: Jarden: Ball®, Bee®, Bernardin®, Bicycle®, Crawford®, Diamond®, FoodSaver®, Forster®, Hoyle®, Kerr®, Lehigh®, Leslie-Locke®, Loew-Cornell® and VillaWare®; American Household: BRK®, Campingaz®, Coleman®, First Alert®, Health o meter®, Mr. Coffee®, Oster® and Sunbeam® - Company headquarters: Rye, New York - Chairman and Chief Executive Officer: Martin E. Franklin

Source: Company Press Release.

Recent High Yield Debt and Convertible Securities Issued by Consumer Companies Moody's / Announced Issued Company Issue Description S&P Coupon Maturity Business Description 08/13/04 08/20/04 Blockbuster Inc. $300.0 mm HY notes (144a) B1 / B+ 9.00% 2012 Rental retailer of DVDs, videocassettes and video games 07/28/04 08/04/04 Smithfield Foods $400.0 mm HY notes (144a) Ba2 / BB 7.00% 2011 Pork processor and producer of hogs. Also produces and markets branded food products 07/23/04 07/30/04 Duane Reade $195.0 mm HY notes (144a) B3 / CCC+ 9.75% 2011 Operator of a drugstore chain in metropolitan New York 06/24/04 07/01/04 K2 Corporation $200.0 mm HY notes (144a) Ba3 / BB 7.38% 2014 Designer, manufacturer and marketer of sporting goods, recreational and industrial products 06/24/04 06/30/04 Pierre Foods Inc. $125.0 mm HY notes (144a) B3 / B- 9.88% 2012 Producer of food products for schools, foodservice, vending and convenience stores 05/24/04 05/27/04 Leiner Health Products $150.0 mm HY notes (144a) B3 / CCC+ 11.00% 2012 Manufacturer, marketer and distributor of vitamins, minerals and nutritional products 04/06/04 04/14/04 Vicorp Restaurants $136.5 mm HY notes (144a) B3 / B 10.50% 2011 Operator & franchisor of mid-scale family restaurants, under Bakers Square and Village Inn names 03/30/04 04/06/04 Prestige Brands Inc. $210.0 mm HY notes (144a) Caa1 / CCC+ 9.25% 2012 Marketer of consumer product brands Prell®, Chloraseptic®, Clear eyes®, Murine® & Comet® 03/30/04 04/06/04 Sealy Mattress $390.0 mm HY notes (144a) Caa1 / B- 8.25% 2014 Manufacturer of a diversified line of mattress and foundation products under the Sealy name Source: Bloomberg, Public Press Piper Jaffray Consumer M&A Weekly September 20, 2004

The Private Equity/ LBO Sponsor Corner

Date Target Financial Sponsor Summary of Transaction 09/15/04 Best Value Golf Inc Horizon Holding Corp Horizon Holding Corporation, parent company of LiquidGolf.com, has agreed to acquire Best Value Golf Inc. 09/15/04 totesIsotoner Corporation Bruckmann, Rosser, Sherrill & Co Bruckmann, Rosser, Sherrill & Co. has acquired totesIsotoner Corp., a designer, distributor and marketer of cold weather and wet weather products 09/14/04 Imperial Headwear MCG Global An investor group led by MCG Global Inc. (and including Mercantile Capital and Private Equity Capital Corp.) has acquired Imperial Headwear Inc. 09/13/04 Rag Shops Sun Capital Partners Sun Capital Partners has agreed to acquire Rag Shops, Inc. (NASDAQ:RAGS), a specialty retailer of crafts and fabrics 09/09/04 Cinnabon International Roark Capital Group Roark Capital Group to acquire Cinnabon and the International franchising rights to Seattle's Best Coffee from AFC Enterprises 09/05/04 Eastern Mountain Sports Inc Investor Group Eastern Mountain Sports has completed a management-led buyout of the company from American Retail Group for an undisclosed amount 09/03/04 Timber Lodge Steakhouse Investor Group An investor group led by president Peter Bedzyk has completed a buyout of Timber Lodge Steakhouse, operator of 24 steakhouses 08/31/04 Shakey's Pizza (Assets) The Jacmar Companies (Shakey's USA) The Jacmar Companies (Shakey's USA) to acquire the assets of Shakey's Pizza from Singapore-based Inno-Pacific Holdings 08/25/04 St. James Gourmet BMW Holdings BMW Holdings, a private holding company based in New York, has acquired Long Island-based St. James Gourmet, a value-added meat processor 08/23/04 Una Mas Heritage Ventures Silicon Valley-based Heritage Ventures has acquired Una Mas, a regional Mexican food chain with 21 restaurants 08/17/04 "Savier" brand (Nike, Inc.) Gen-X Sports (The Forzani Group) Gen-X Sports, a subsidiary of The Forzani Group, has acquired the North American rights to "Savier", an authentic skate shoe brand, from Nike 08/12/04 Bell Sports Corp. Fenway Partners (Riddell Sports) Fenway has agreed to acquire bike and ski helmet maker Bell Sports Corp and will merge it into its existing portfolio company Riddell Sports Group 08/11/04 Sure Fit, Inc. D.E. Shaw & Co. D.E. Shaw & Co. has acquired the assets of bankrupt Sure Fit, Inc., the leading North American producer of furniture slipcovers for home use

Private Equity/LBO Analytics

Spread (LIBOR) for Leveraged Buyout Senior Bank Loans Buyout Funds Raised By Deal Size (2004 YTD as of 7/15/04)

$70 450 $63.3 $55.4 $60 400 363 409 406 350 344 357 $50 306 316 353 328 $36.9 334 $34.5 $34.5 300 277 257 $40 264 294 309 250 $30 $23.2 $24.0 251 242 238 $18.4 200 ($ in Billions) $20 $17.0 $11.7 $11.3 1996 1997 1998 1999 2000 2001 2002 2003 Q1 04 $5.3 $6.0 $10

Less than $100 Million $100 Million to $250 Million $0 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 YTD

Source: Portfolio Management Data and Buyouts Newsletter. Market Overview Close as of Weekly YTD LTM Equity Capital Markets Activity: 9/17/2004 % Change (1) % Change % Change Last Week’s Activity NASDAQ 1,910 0.8 (4.8) 0.1 There were 13 transactions completed in the equity capital markets last week raising a combined $2 billion. Deal activity consisted of 1 IPO, DJIA 10,284 (0.3) (2.4) 5.8 9 follow-onsand 3 convertibles. Follow-on activity was comprised of 2 energy, 2 REIT, 2 technology, 1 health care, 1 financial and 1 S&P 500 1,129 0.4 0.9 8.3 industrial growth offering. On average, follow-on offerings traded down 3% in registration, but finished the week up 2% in the aftermarket. Russell 2000 573 0.6 2.5 9.7 S&P Food Index 232 0.7 5.9 13.6 The Week Ahead S&P Retail Index 386 1.2 6.1 10.9 There are 17 deals expected to price this week including 7 IPOs, 8 follow-onsand 2 ADRs. Issuers look to raise a combined $2.8 billion. S&P Apparel Index 227 (0.0) 10.7 23.8 S&P Rest. Index 250 1.5 8.4 16.4 Broader Market Activity The major market indices were mixed for the week. The Dow Jones decreased 28 pts, or -0.3%, and closed at 10,284. The Nasdaq rose 16 120 points, or 0.8%, and closed at 1,910. The S&P 500 gained 5 points, or 0.4%, and closed at 1,129. The Russell 2000 increased 3 points, or 115 0.6%, and closed at 573. 110

105

100

90 9/17/03 10/29/03 12/11/03 1/27/04 3/10/04 4/22/04 6/04/04 7/20/04 8/31/04 NASDAQ DJIA S&P 500

(1) Based on Friday closing prices. Piper Jaffray Consumer M&A Weekly September 20, 2004

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