EXHIBIT 99.1
[PSC Logo}
PSC INC. Corporate Office
111 SW Fifth Avenue, Suite 4100 o Portland, OR 97204-3644 o
Phone 503-553-3920 o Fax 503-553-3940 o Internet www.pscnet.com
PSC Inc. Contacts:
Investors: Paul Brown Media: Rebecca Green
PSC Inc. Padilla Speer Beardsley
(503)553-3920 (212)752-8338
paul.brown@pscnet.com rgreen@psbpr.com
LittleJohn & Co., L.L.C. Contacts:
Chris Tofalli
Broadgate Consultants, Inc.
(212) 232-2226
ctof@broadgate.com
PSC REACHES RESTRUCTURING AGREEMENT
WITH LITTLEJOHN & CO., LLC
AFFILIATES OF LITTLEJOHN ACQUIRE ALL OUTSTANDING DEBT
AFFILIATE OF LITTLEJOHN TO PROVIDE A $20 MILLION
DEBTOR-IN-POSSESSION LOAN FACILITY
PSC FILES PRE-NEGOTIATED JOINT CHAPTER 11 PLAN
WITH LITTLEJOHN TO IMPLEMENT RESTRUCTURING
OPERATIONS TO CONTINUE UNINTERRUPTED AND TRADE CREDITORS TO BE PAID IN FULL
INTERNATIONAL BUSINESS UNITS NOT AFFECTED BY FILING
PORTLAND, ORE. - NOVEMBER 22, 2002 - PSC INC. (OTCBB: PSCX), a global provider
of integrated data collection solutions and services, today announced that
affiliates of Littlejohn & Co., L.L.C., a private equity firm, purchased all of
the Company's senior and subordinated debt, with the intention of converting a
significant portion of this debt into equity through a financial reorganization.
The amount of acquired senior and subordinated debt totals approximately $124
million. PSC also announced that, as part of the restructuring, an affiliate of
Littlejohn will provide a debtor-in-possession loan facility of up to $20.0
million.
In order to implement the restructuring, PSC intends to file a voluntary
petition for reorganization under Chapter 11, together with a pre-negotiated
plan of reorganization jointly proposed with Littlejohn for its emergence from
Chapter 11. The Chapter 11 filing will exclude PSC's international operations
and will not have any effect on customers, employees or trade creditors.
The plan of reorganization calls for Littlejohn to convert a significant portion
of the debt that it acquired into new equity which will substantially reduce the
Company's debt. All of PSC's existing preferred and common stock will be
canceled. Following the transaction, PSC will become a private company.
-more-
PSC Inc./LittleJohn & Co.
Page 2
"The agreement with Littlejohn is excellent news for our customers worldwide
because it means that the cloud of uncertainty that has created doubts about our
long-term viability has been swept away. Customers can continue to purchase our
products, with the knowledge that we will be able to continue to provide
superior service, product upgrades and the flow of technological innovations
that have come to distinguish us in the marketplace," said President and CEO Ed
Borey.
"I want to assure our customers worldwide that there will be no interruption in
our ability to continue to serve their needs and meet our commitments to them as
we complete our restructuring," Borey said. "Our current management team will
remain in place, and there will be no changes in our customer support personnel.
In short, we remain committed to serving our existing customers, renewing
current contracts and writing new business."
"For our employees it means that PSC will be able to continue as an independent
company, with a strengthened balance sheet and supportive new ownership that
believes in the Company's future. Employees will continue to be paid as always
and there will be no change in their benefits," said Borey. "The agreement is
also excellent news for our trade creditors because the Company and Littlejohn
have requested permission from the bankruptcy court to continue to pay all
suppliers in the ordinary course of business for both pre- and post-Chapter 11
obligations."
Borey said that the Company's international operations are excluded from the
filing. "We are aware that Chapter 11 has a vastly different connotation outside
the U.S. and want to assure our international customers and suppliers that there
will be no impact on our ability to support our international operations while
we complete our restructuring. Rather, we will be a much stronger company on a
worldwide basis as a result of today's action because any uncertainties relating
to the financial condition of the parent company will have been removed."
Borey said that the restructuring marks the successful conclusion of a five-part
plan that sought to:
o Attract and hire new executive management for the Company
o Stabilize the Company's cash flow by eliminating duplication
and reducing administrative costs by consolidating all
operations into Oregon
o Sell or dispose of unprofitable or non-core operations that
were not part of the Company's long-term strategic direction
o Revitalize our distribution strategy to focus on direct sales
demand creation and emphasize new product development
o Create a Strategic Plan for the new PSC, reduce debt and
attract new equity capital
-more-
PSC Inc./LittleJohn & Co.
Page 3
"Today marks a new beginning for PSC that will allow the Company to move forward
with a strengthened balance sheet and increased financial flexibility. The
Company's issues have been financial, not operational, and this investment will
provide it with a capital structure that will enhance, not inhibit, growth so
PSC can build upon what has already been accomplished and develop to its fullest
potential," said Michael Klein, President of Littlejohn & Co., LLC.
PSC Inc. filed its voluntary petition for reorganization under Chapter 11 in the
U. S. Bankruptcy Court for the Southern District of New York in Manhattan.
ABOUT PSC INC.
PSC provides innovative data-collection solutions for the retail supply chain
worldwide. Its range of products includes mobile and wireless data-capture
terminals, warehouse management software, self-checkout systems, and
fixed-position and handheld bar code scanners. PSC products are used to improve
efficiency, speed and agility in the retail, and warehouse and distribution
sectors. PSC and Magellan are registered trademarks of PSC Inc. All other brand
and product names may be trademarks of their respective companies. Headquartered
in Portland, Oregon, PSC has major manufacturing facilities in Eugene Oregon, as
well as sales and service offices throughout the Americas, Europe, Asia and
Australia. Additional information is available by visiting www.pscnet.com or
calling 1-800-695-5700.
ABOUT LITTLEJOHN & CO., LLC
Littlejohn & Co., LLC is a private investment firm based in Greenwich,
Connecticut that makes control equity investments in mid-sized companies which
could benefit from an operational or financial restructuring. Founded in 1996,
the firm manages investment funds totaling $730 million.
For additional information regarding Littlejohn contact: Mr. Christopher
Tofalli, Senior Vice President, Broadgate Consultants, Inc., One Exchange Plaza,
16th Floor, New York, NY 10006-3008, (212) 232-2226, ctof@broadgate.com.
FORWARD-LOOKING STATEMENT DISCLOSURE
The forward-looking statements contained in this release are based on estimates
of future performance and are highly dependent upon a variety of factors, which
could cause actual results to differ materially. These factors include the
market acceptance of existing and new products, competitive product offerings
and pricing pressures, the ability to control manufacturing and operating costs,
the successful completion of the Company's restructuring efforts, achieving
forecasted operating and cashflow projections, successfully reorganizing the
Company's affairs through confirmation of a Plan of Reorganization under Chapter
11 of the US Bankruptcy Code, foreign currency and interest rate fluctuations,
fulfillment of lending agreements and the disposition of legal issues. Reference
should be made to filings with the Securities and Exchange Commission for
further discussions of factors that could affect PSC's future results