TCBY ENTERPRISES INC
DEFA14A, 2000-02-10
ICE CREAM & FROZEN DESSERTS
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                              SCHEDULE 14A INFORMATION
                      PROXY STATEMENT PURSUANT TO SECTION 14(a)
                       OF THE SECURITIES EXCHANGE ACT OF 1934


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                 14a-12


                               TCBY ENTERPRISES, INC.
                  _______________________________________________
                  (Name of Registrant as Specified in Its Charter)


                                         N/A
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                                     Registrant)


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          LITTLE   ROCK,   Ark.--(BUSINESS   WIRE)--Feb.   10,   2000--TCBY
          ENTERPRISES, INC. (NYSE: TBY -  news) today announced that,  with
          the approval of  its Board of  Directors, it had  entered into  a
          definitive agreement with Capricorn Investors III, L.P. in  which
          all shares of common stock of TCBY will be acquired for $6.00 per
          share, representing  a premium  of  68 percent  over  Wednesday's
          closing price. The  transaction is valued  at approximately  $140
          million.

          An affiliate of  Capricorn Investors III,  L.P. is the  principal
          shareholder of Mrs. Fields'  Holdings, Inc. which controls  other
          food concepts such as Mrs.  Fields, Pretzel Time, Great  American
          Cookie Company and  Pretzel Maker. The  acquisition will  provide
          the opportunity for  these brands  to be combined  with the  TCBY
          brand in selected existing locations and in future new locations.

          TCBY was founded in 1981  by Frank D. Hickingbotham. The  Company
          has grown  since its  beginning  to include  approximately  3,000
          locations throughout the United States and the world. The Company
          has master  franchisees in  68 countries.  TCBY has  total  brand
          awareness of over 90% and is found in most major airports in  the
          United  States.  In  recent  years  the  Company  has  added  new
          locations  by  cobranding  with  quick  service  restaurants  and
          petroleum  locations.  Now  this  expansion  can  continue  while
          offering TCBY  franchisees the  many other  brands controlled  by
          Capricorn.

          Frank D. Hickingbotham, Chairman  and Chief Executive Officer  of
          TCBY, said, ``TCBY has been a  very important part of our  family
          since we founded the  Company in 1981. It  has been difficult  to
          consider  a  sale  of  TCBY.  However,  after  being   approached
          regarding the acquisition of TCBY we evaluated the many  benefits
          that  could  potentially  be  provided  to  our  franchisees  and
          shareholders. These benefits  were such that  we, along with  the
          Board of Directors,  have concluded that  this transaction is  in
          the best interest of our company.''

          Larry Hodges,  President  and  Chief Executive  Officer  of  Mrs.
          Fields said, ``We are very excited about the opportunity to  work
          with TCBY franchisees to develop their activities and our own  in
          tandem. The  Hickingbotham family  and  the many  associates  and
          franchisees  of  TCBY  have  created  a  brand  that  is   highly
          recognized and is one that we  believe will work in harmony  with
          our brands. We  are eager to  work with the  TCBY franchisees  to
          help to expand  their volumes through  the potential addition  of
          our other brands in their stores.''

          The   transaction   is    subject   to    approval   under    the
          Hart-Scott-Rodino  Act   and   by  the   stockholders   of   TCBY
          Enterprises, Inc. The closing  of the transaction is  anticipated
          to occur in the second quarter.

          TCBY's stockholders should carefully  review the proxy  statement
          with respect  to  the transaction,  when  it is  filed  with  the
          Securities  and   Exchange   Commission  and   becomes   publicly
          available, before making  any decisions  concerning the  proposed
          transaction. When publicly available, the proxy statement may  be
          obtained for  free at  the web  site maintained  by the  SEC at
          http://www.sec.gov.

          Stephens Inc. served as financial advisor to TCBY and Jefferies &
          Company, Inc. served as financial advisor to Capricorn.

          ______________
          Contact:

               TCBY Enterprises Inc., Little Rock
               Stacy Duckett, 501/688-8229



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