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ESKIMO PIE CORPORATION
(Name of Registrant as Specified in its Charter)
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NEWS FROM:
ESKIMO PIE CORPORATION
901 Moorefield Park Drive Contact: William T. Berry, Jr.
Richmond, Virginia 23236 Telephone: (804)-560-8490
ESKIMO PIE RECEIVES SUPPORT FOR CURRENT BOARD
FROM INDEPENDENT PROXY ADVISORY FIRM
FOR IMMEDIATE RELEASE: SEPTEMBER 2, 1999
RICHMOND, VIRGINIA (NASDAQ NNM: EPIE) - Eskimo Pie Corporation
announced today that Institutional Shareholder Services, Inc. (ISS), a leading
provider of independent proxy advisory services, has urged its clients to vote
to re-elect the current Board of Directors at the Company's upcoming Annual
Meeting of Shareholders. In its report, ISS also recommended that its clients
reject the Yogen Fruz slate of nominees. The Annual Meeting is scheduled for
next Wednesday, September 8, 1999.
The ISS recommendation comes at the conclusion of its in-depth study of
the issues raised by both parties in the current proxy contest being waged over
Eskimo Pie Corporation. "There is no motivation for Eskimo Pie Corporation
shareholders to give control to a conflicted Yogen Fruz for no premium when
incumbent management is effecting a turnaround and the incumbent board has
conducted its affairs in accordance with its fiduciary obligations to
shareholders," states the ISS report. "The evidence suggests that Yogen Fruz has
made a poor investment of its capital and is now highly motivated to remove
itself from its current quandary at almost any cost. These are problems that
should be shouldered by the management, board, and shareholders of Yogen Fruz,
not shareholders of Eskimo Pie Corporation."
The ISS report further states that "Eskimo Pie shareholders should
consider the fact that Yogen Fruz's previous offers for the Company were
conditioned on events that were virtually assured not to occur" and that "the
values that Yogen Fruz gives to the various assets of Eskimo Pie Corporation
(under the Yogen Fruz breakup strategy) are suspect". ISS continued, "Yogen Fruz
is attempting to acquire control of the Company for no premium to market value,
no guarantee of premium consideration, and no backup plan should a breakup of
the Company not be effected."
David B. Kewer, the Company's President and Chief Executive Officer,
said, "We are pleased with the conclusions reached in the ISS report regarding
the election of directors, which confirm the positions we have taken in defense
of Yogen Fruz's attack on our Company."
With regard to the shareholder proposals to 1) amend the Company's
Bylaws to require the Company's directors to effect shareholder approved
amendments or partial or complete redemptions of the Shareholder Rights Plan and
2) allow persons holding at least 15% of the outstanding stock of the Company to
call a special meeting, ISS recommended a vote for both proposals.
ISS is the world's largest provider of proxy advisory, research and
corporate governance services. Serving close to 500 institutional and corporate
clients throughout the world, ISS analyzes proxy proposals and issues vote
recommendations for more than 8,500 U.S. and 7,500 non-U.S. shareholder meetings
each year.
Eskimo Pie Corporation, headquartered in Richmond, Virginia, created
the frozen novelty industry in 1921 with the invention of the ESKIMO PIE ice
cream bar. Today, the Company markets a broad range of frozen novelties, ice
cream and sorbet products under the ESKIMO PIE, REAL FRUIT, Welch's, Weight
Watchers Smart Ones, SnackWell's and OREO brand names. These nationally branded
products are generally manufactured by a select group of licensed dairies who
purchase the necessary flavors ingredients and packaging directly from the
Company. Eskimo Pie Corporation also manufactures soft serve yogurt and premium
ice cream products for sale to the commercial foodservice industry.
NOTE: PERMISSION TO QUOTE FROM THE ISS REPORT, DATED AUGUST 31, 1999, HAS
NEITHER BEEN SOUGHT NOR OBTAINED.
