Piper Jaffray Consumer M&A Weekly

Piper Jaffray Consumer M&A Weekly December 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 0 (Approximate valuations, $ in millions) Date Equity Enterprise LTM EV / LTM Ann. Eff. Target Acquiror Value Value EBITDA EBITDA Universe Comments 12/17/04 12/17/04 Truco Enterprises Inc. Arbor Private Investment Co NA NA NA NA Food & Beverage Arbor Private Investment Co. acquired Truco Enterprises Inc. 12/16/04 12/16/04 Kids Line LLC Russ Berrie and Company NA $128.0 NA NA Consumer Products Russ Berrie and Co. has acquired infant bedding products maker Kids Line 12/16/04 Pending Roma Food Enterprises, Inc. Vistar Corp NA NA NA NA Food & Beverage Vistar Corp and Roma Food Enterprises have merged 12/16/04 Pending Tropical Sportswear Intl Corp Perry Ellis International NA $85.0 NA NA Apparel Perry Ellis International to acquire Tropical Sportswear International Corp 12/15/04 Pending Roberts Foods Corp SYSCO Corp NA NA NA NA Food & Beverage SYSCO has acquired Illinois-based foodservice distributor Robert's Foods 12/14/04 Pending Brooks Sports Inc. Russell Corp NA $115.0 NA NA Apparel Russell Corp. to acquire athletic footwear company Brooks Sports, Inc. 12/13/04 12/13/04 Genghis Grill The Chalak Group NA NA NA NA Restaurants Genghis Grill, a stir-fry concept has been acquired by The Chalak Group 12/13/04 Pending Miko Foods Enterprises Inc. Adsouth Partners Inc. NA NA NA NA Food & Beverage Adsouth Partners has acquired sauce maker Miko Foods Enterprises 12/09/04 12/09/04 Mr. Gatti's Blue Sage Capital NA NA NA NA Restaurants Blue Sage Capital acquired entertainment restaurant company Mr. Gatti's Inc. 12/09/04 12/09/04 Peter's Groceries (2 stores) The Penn Traffic Company NA NA NA NA Retail Grocery Penn Traffic Company has acquired two Peter's Groceries supermarkets 12/09/04 Pending Sports Club Co, Inc. (1) Millennium Development Partners V $38.0 $183.8 NM NM Leisure Millennium Development Partners offers to buy Sports Club Co. 12/08/04 12/08/04 Priceless Kids Inc PK Acquisition LLC NA NA NA NA Retail Apparel PK Acquisition has acquired value children's clothing retailer Priceless Kids 12/08/04 12/08/04 Schlotzsky's Inc. Bobby Cox Cos. $28.5 $29.0 NA NA Restaurants Bobby Cox Companies to acquire sandwich chain Schlotzsky's, Inc. 12/07/04 12/07/04 Angelo's and Maxie's A&M Acquisition NA $4.5 NA NA Restaurants A&M Acquisition has acquired Angelo's & Maxie's last remaining steakhouse 12/07/04 12/07/04 rondele Acquisition LLC Lactalis American Group NA NA NA NA Food & Beverage Lactalis USA to buy rondele gourmet cheese business 12/07/04 Pending EJ Footwear Rocky Shoes and Boots, Inc. NA $245.7 NA NA Consumer Products Rocky Shoes & Boots, Inc. to acquire privately-held EJ Footwear Group 12/06/04 12/06/04 Bell Automotive Products Inc. (2) JH Partners NA $60.0 NA NA Consumer Products JH Partners acquired automotive supplier Bell Automotive Products Source: Bloomberg, Public Filings, Public Press. (1) Enterprise Value assumes purchase of entire entity. (2) Piper Jaffray & Co. served as financial advisor to Brentwood Associates and Bell Automotive Products in connection with this transaction. M&A Spotlight Transactions December 6, 2004 - Piper Jaffray Advises Bell Automotive Products, Inc. in its acquisition by JH Partners All M&A Transaction Multiples On December 6, 2004, Bell Automotive Products, Inc. (“Bell” or the “Company”), a portfolio company of Brentwood Associates (“Brentwood”), was acquired by JH Partners LLC (LTM Data as of 8/12/04) (“JH”) for approximately $60 million. 17.0x 16.3x 14.5x Bell, based in Scottsdale, Arizona, is the leading designer, importer and marketer of a broad range of automotive convenience accessories, including air fresheners, seat and steering wheel 15.0x 13.6x 12.3x 13.0x 11.2x covers, organization products, cargo management and other products. Bell has established strong relationships with many of the largest and fastest growing mass merchant and 11.1x 11.4x 10.2x automotive specialty chains such as Wal-Mart and Target. 11.0x 9.0x 7.0x 7.2x Brentwood is a Los Angeles-based private equity firm with more than $750 million under management. Founded in 1972, Brentwood has an extensive history of partnering with business 7.0x leaders to create equity value through rapid growth. Since 1984, Brentwood has invested in 30 portfolio companies with an aggregate transaction value of nearly $4 billion. 5.0x

3.0x Founded in 1986, JH is a San Francisco-based private equity firm focused on investments in growth-oriented middle market consumer products and services companies. JH’s < $25 $25 - $100 $100 - $250 $250 - $1,000 >$1,000 professionals work closely with the management teams of partner companies, providing strategic, operating and financial guidance to facilitate the growth and success of these companies Transaction Size and to provide meaningful returns to investment and management partners. EBIT EBITDA

Piper Jaffray served as financial advisor to Brentwood Associates and Bell Automotive Products, Inc.

Source: Public Press.

Recent High Yield Debt and Convertible Securities Issued by Consumer Companies Moody's / Announced Issued Company Issue Description S&P Coupon Maturity Business Description 12/16/04 Not Priced Levi Strauss & Co. $450.0 mm HY notes (144a) Ca / CCC 9.75% 2015 Manufacturer and marketer of branded jeans and jeans-related pants, tops, jackets and accessories 12/15/04 Not Priced Landry's Restaurants Inc. $400.0 mm HY notes (144a) B2 / B 7.50% 2014 Owner and operator of a variety of restaurants including Joe's Crab Shack and Landry's Seafood House 12/09/04 12/15/04 Carrols Corp $180.0 mm HY notes (144a) B3 / B- 9.00% 2013 Franchisee of Burger King restaurants in the Northeast, Midwest, and Southeast 11/18/04 11/23/04 Broder Bros $50.0 mm HY notes (144a) B3 / B- 11.25% 2010 Wholesale distributor of imprintable sportswear products primarily for advertising purposes 10/19/04 10/27/04 Reddy Ice Holdings $151.0 mm HY notes (144a) Caa1 / CCC+ 10.50% 2012 Manufacturer and distributor of packaged ice primarily under the Reddy Ice brand Source: Bloomberg, Public Press. Piper Jaffray Consumer M&A Weekly December 20, 2004

The Private Equity/ LBO Sponsor Corner 0

Date Target Financial Sponsor Summary of Transaction 12/17/04 Truco Enterprises Inc. Arbor Private Investment Co Arbor Private Investment Co. acquired Truco Enterprises Inc., a distributor of Mexican snack foods and licensee of the "On the Border" brand. 12/13/04 Miko Foods Enterprises Inc. Adsouth Partners Inc. Adsouth Partners has acquired dressing and marinade sauces maker Miko Foods Enterprises. 12/09/04 Mr. Gatti's Blue Sage Capital Blue Sage Capital has acquired Mr. Gatti's Inc., an operator and franchiser of 150 pizza and entertainment restaurants, from longtime owner L.D. Brinkman. 12/09/04 Sports Club Co, Inc. Millennium Development Partners Millennium Development Partners has offered to either buy some of the Sports Club Co.'s fitness clubs or to buy the entire company. 12/08/04 Priceless Kids Inc PK Acquisition LLC New York-based retail and real estate investor PK Acquisition LLC has acquired value children's clothing retailer Priceless Kids Inc. 12/07/04 Angelo's and Maxie's A&M Acquisition Angelo's & Maxie's has sold its last remaining steakhouse to A&M Acquisition for $4.5 million, effectively ending its restaurant operations. 12/06/04 Bell Automotive Products Inc. (1) JH Partners JH Partners has acquired automotive accessories supplier Bell Automotive Products Inc. from Los Angeles investment firm Brentwood Associates (1) Piper Jaffray & Co. served as financial advisor to Brentwood Associates and Bell Automotive Products in connection with this transaction. Source: Bloomberg, Public Filings, Public Press.

Private Equity/LBO Analytics 0 Spread (LIBOR) for Leveraged Buyout Senior Bank Loans Buyout Funds Raised By Deal Size (2004 YTD as of 11/4/04)

$70 $63.3 450 $60 $55.4 400 363 409 406 375 $50 357 350 $34.5 $36.9 353 328 $40 $34.5 300 301 $28.6 $30 $23.2 $24.0

250 ($ in Billions) $18.4 200 $20 $17.0 $11.7 1996 1997 1998 1999 2000 2001 2002 2003 Q1 04 1H 04 $10 $5.3 $6.0

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

Source: Portfolio Management Data and Buyouts Newsletter.

Market Overview 0 Equity Capital Markets Activity: Close as of Weekly YTD LTM (1) 12/17/2004 % Change % Change % Change Last Week Activity NASDAQ 2,135 0.3 6.6 11.1 There were 48 transactions completed in the equity capital markets last week raising a combined $8.6 billion. Deal activity consisted of 19 IPOs, 22 follo w DJIA 10,650 1.0 1.9 5.0 ons, 5 convertibles, and 2 ADRs. IPOs overall gained 18% in the aftermarket. Follow-on activity consisted of 17 shelf takedowns and 5 conventional S&P 500 1,194 0.5 7.4 10.9 marketed transactions. On average, follow-ons traded down 1% in registration but finished the week up 2% from offer price. Last week was the most Russell 2000 642 1.5 15.3 19.2 active week since 1998 in total equity offerings, with a combined 43 IPOs and Follow-ons priced. It was also the most active week for IPOs since Augus t S&P Food Index 250 1.4 15.6 17.1 of 2000. S&P Retail Index 425 (0.6) 17.5 21.1 S&P Apparel Index 261 2.6 26.6 31.8 The Week Ahead There is 1 follow-on offering expected to price this week. Actuant Corp (ATU) looks to raise $123 million. S&P Rest. Index 291 1.5 26.7 30.6 115 Broader Market Activity 110 The major market indices were up for the week. The Dow Jones increased 107 pts, or 1.0%, and closed at 10,650. The Nasdaq rose 7 points, or 0.3%, and 105 closed at 2,135. The S&P 500 gained 6 points, or 0.5%, and closed at 1,194. The Russell 2000 increased 10 points, or 1.5%,and closed at 642. 100 95 90 85 12/17/03 2/02/04 3/16/04 4/28/04 6/10/04 7/26/04 9/07/04 10/19/04 12/01/04

NASDAQ DJIA S&P 500

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

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