PANTRY PRIDE MAKES NEW $50 A SHARE CASH OFFER FOR REVLON

PANTRY PRIDE MAKES NEW $50 A SHARE CASH OFFER FOR REVLON in a Sept. 27 letter from Pantry Pride Chairman and CEO Ronald Perelman to Revlon Chairman and CEO Michel Bergerac. "Our proposal requires that Revlon's Board redeem the 'poison pill' rights, (and) waive the covenant relating to sales of assets, incurrence of debt and restricted payments contained in the notes issued in Revlon's exchange offer," the letter stated. Perelman further stated that Revlon would also have to "waive the covenant relating to the ratio of debt to capitalization contained in the preferred stock issued in the exchange offer." He noted that under all of these conditions, Pantry Pride's proposed transaction would not be subject to a financing condition. "As you know, any third party offer would ask that you take such action," Perelman said. The letter follows Revlon's Sept. 24 announcement that its board had unanimously rejected Pantry Pride's $42 a share tender offer as "grossly inadequate and not in the best interests of Revlon stockholders." That offer, which was announced on Sept. 16, replaced an earlier $47.50 a share proposal, which was also rejected by Revlon ("The Pink Sheet" Sept. 16, p. 8). As you know, we have always been interested in a negotiated transaction," Perelman stated. "We remain convinced that a mutually agreed upon transaction is in the best interests of the stockholders of Revlon and Pantry Pride."