PANTRY PRIDE's LATEST OFFER GIVES REVLON SHAREHOLDERS QUICK CASH-IN OPTION: $56.25 PER SHARE OFFER LEAPFROGS LEVERAGED BUYOUT PLAN's VALUE TO STOCKHOLDERS

Pantry Pride's $56.25 per share leapfrog offer for Revlon will provide shareholders of the cosmetic/health care firm with the advantage of a quick cash-in of their shares compared with the leveraged buyout plan approved by Revlon's board of directors Oct. 4. Pantry Pride can begin its latest cash tender offer, which ups the ante for Revlon by $.25 a share, immediately. Consummation of the leveraged buyout plan, on the other hand, is dependent upon the result of a shareholder vote, tentatively scheduled for late November. Pantry Pride announced the new offer on Oct. 7. The expiration date of the tender offer is 12 p.m. on Monday, Oct. 21, 1985. The offer could be delayed or withdrawn if Revlon's board of directors does not revoke its "poison pill" rights dividend enacted in August. An Oct. 7 press release notes that the sweetened offer is conditioned on Revlon's redeeming the poison pill or Pantry Pride "otherwise being satisfied that the rights are null and void." In Revlon's explanation of the double leveraged buyout plan on Oct. 3, the company said its "poison pill" would only be redeemed when the leveraged buyout with investment bank Forstmann Little was finalized, "or, after a ten day period, upon the consummation of another transaction pursuant to which all stockholders will receive $56 or more in cash for all their shares." Revlon "Poison Pill" Argument Not Swallowed By Delawre Judge; Pantry Pride Also Taking Aim At Bergerac Pantry Pride noted its newest offer "is no longer conditioned upon any minimum number of shares being tendered and is not subject to a financing condition." The MacAndrewws & Forbes subsidiary said it has "approximately $750 mil. in cash and marketable securities and a bank commitment for $450 mil., and intends to raise the balance of the required funds from the sale of Pantry Pride debt securities" to be underwritten by Drexel Burnham Lambert. Pantry Pride has been tenacious in its seven-seek long pursuit of Revlon, countering each move by Revlon's board to escape its control with a better offer for Revlon shareholders, or, in one case, a reduced offer to put pressure on Revlon's board. Since its initial offer on Aug. 26 of $47.50 per share, Pantry Pride has increased its offer three times in the past two weeks -- from $47.50 to $50 a sharek, which was raised to $53 a share on Oct. 2, and finally to $56.25 a share. In addition to making a slight raise, worth approximately $8 mil., on last week's $1.77 bil. leveraged buyout arrangement, Pantry Pride is attempting to discredit Revlon Chairman Michel Bergerac's motives in opposing Pantry Pride's repeated offers while taking part in the leveraged buyout. Pantry Pride said Oct. 7 that it has filed an amended complaint seeking a declaratory judgment that would void the Revlon poison pill rights and would enjoin "Revlon from making any golden-parachute payments to Bergerac or other officers who will have an equity interest in Revlon following the merger." According to documents filed with the Securities and Exchange Commission Oct. 9, eleven officers of Revlon have severance agreements that activate under both the buyout and the Pantry Pride deal. Under the "golden parachute" severance agreements, Michel Bergerac will receive $21.4 mil., and Paul Woolard, Sander Alexander, Duane Miller, and Technicon VP Henry Simon will each receive $2.5 mil. The total payout from management severance agreements will top $41 mil., the filing notes. Also from stock options and current equity holdings in Revlon, Bergerac will get an additional $10.5 mil.; Woolard,m $2.3 mil., Alexander, $1.7 mil.; Miller, $1.9 mil. and Simon, $2 mil., the filing shows. The Pantry Pride suit would also block Forstmann Little from receiving a pre-arranged $25 mil. if its buyout plan for Revlon is not consummated. Separately, Delaware District Court Judge Joseph Walsh refused on Oct. 10 to dismiss Pantry Pride's suit challenging Revlon's "poison pill" rights plan, which was enacted Aug. 26 to fight off Pantry Pride's initial $47.50 per share offer.