MORROW SNOWBOARDS INC
8-K, 1999-03-09
SPORTING & ATHLETIC GOODS, NEC
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION 
                            
                            Washington, D.C. 20549 
                            
                                   FORM 8-K 
                                
                                CURRENT REPORT
                                        
    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  March 2, 1999

                            MORROW SNOWBOARDS, INC.
            (Exact name of registrant as specified in its charter)
<TABLE>
<S>                                  <C>                 <C> 
            Oregon                   0-27002             93-1011046
(State or other jurisdiction of      (Commission         (IRS Employer
incorporation or organization)       File Number)        Identification Number)
</TABLE> 
 
                            2600 Pringle Road, S.E.
                                Salem, OR 97302
                   (Address of principal executive offices)

                                (503) 375-9300
              Registrant's telephone number, including area code

                                       1
<PAGE>
 
Item 5.  Other Events.

Letter of Intent with Empire of Carolina, Inc.

On March 2, 1999, Morrow Snowboards, Inc. ("Morrow" or the "Company") entered
into a non-binding letter of intent with Empire of Carolina, Inc., a Delaware
corporation traded on the American Stock Exchange under the symbol EMP
("Empire"), pursuant to which Empire will provide Morrow with a 120-day demand
note loan for up to $2,000,000, bearing interest at a rate of 12% per annum (the
"Interim Financing").  The letter of intent also requires Morrow and Empire to
enter into discussions and to prepare a definitive agreement for the merger of
Morrow with and into Empire (the "Merger"), with Empire (or a subsidiary newly
formed for the purpose of the Merger) remaining as the surviving corporation.
If Empire and Morrow do not complete the Merger within the initial 120 day term,
Empire will extend the maturity of the Interim Financing by an additional 240
days, up to a maximum 360 day term.  The Interim Financing will be administered
as a junior participant in the existing credit facility with Foothill Capital
Corporation ("Foothill") and will be secured by all of the assets of Morrow,
subject only to the first security interest of Foothill.  The Interim Financing
will be convertible at any time at Empire's sole discretion into up to 1,333,000
shares of Morrow common stock at a conversion price of $.75 per share 
("Conversion Rights").  In addition, on the date of the closing of the Interim
Financing, Morrow will grant Empire five-year warrants (the "Warrants") to
purchase 1,500,000 shares of Morrow Common Stock at $.75 per share. If the
Interim Financing were fully converted and the Warrants exercised for Morrow
Common Stock (Morrow's only outstanding equity security), present Morrow
shareholders would hold approximately 69% of Morrow's Common Stock, excluding
the impact of the exercise of stock options and warrants currently held by
existing Morrow shareholders and employees.

As reported in Morrow's Form 10-Q for the quarterly period ended September 26,
1998, management previously estimated the Company would require $5,000,000 in
additional working capital by 1999 to continue its then-current level of
operations.  However, as a result of planned changes in product lines,
manufacturing capabilities and personnel, management has reduced the projected
working capital requirements.  Therefore, assuming projected sales orders are in
fact received over the next several months and Morrow is able to implement its
business plan for the 1999-2000 snowboard season, management believes the
$2,000,000 proceeds of the Interim Financing will be sufficient to meet working
capital requirements for the 1999-2000 season.  In addition, if the Merger is
consummated, Morrow expects that Empire will make additional working capital and
other resources available to Morrow.  However, there is no assurance that Empire
will provide such resources or additional working capital, or if provided, such
resources or additional working capital will be sufficient to meet Morrow's
operating requirements.

The closing of the Interim Financing is conditioned upon Morrow's and Empire's
completion of due diligence, the parties' agreement to a plan of operation and
cash management for Morrow and the approval of Foothill.  When and if these
conditions are met, Morrow intends to proceed immediately toward closing the
transaction without seeking shareholder approval.  If Morrow is not granted an
exception to the shareholder approval requirements under NASD Marketplace Rules
and consummates the Interim Financing without shareholder approval, Morrow will
be required to de-list from the Nasdaq National Market System ("NNMS").  Due to
timing concerns, there is no assurance that Morrow will seek such an exception,
or that if sought, such an exception will be granted.  Accordingly, there is a
significant risk that if Morrow proceeds with the Interim Financing, Morrow will
be de-listed from the NNMS and will be unable to meet the criteria for listing
on the Nasdaq SmallCap Market System ("NSCMS"), as described more fully below.
Alternately, to avoid such delisting, Morrow is pursuing restructuring the 
number of shares that may be issued under the Warrants and Conversion Rights 
outlined above to 19.99% of Morrow's Common Stock currently outstanding with a
significant penalty if Morrow is unable to receive an exception from shareholder
approval from the NASD or shareholder approval. If the Merger is approved by
Morrow shareholders, the Conversion Rights and Warrants, along with any
potential penalty, would terminate.

The closing of the Merger is subject to the satisfactory completion of further
due diligence by both Morrow and Empire, the consummation of the Interim
Financing, the approval of the Morrow and Empire Boards of Directors, the
approval of the Morrow shareholders and the receipt of any other required
approvals and consents, the absence of any material adverse effect or reasonably
likely adverse effect on the financial condition, business, results of
operations, prospects and/or assets of Morrow or its subsidiaries, and the
agreement of the current directors of Morrow to each vote the Morrow Common
Stock owned by them for the Merger. Morrow intends to 

                                       2

<PAGE>
 
solicit shareholder approval of the Merger through a proxy statement filed with
the SEC and sent to all shareholders. All existing directors of Morrow, who
currently may be deemed to beneficially own, directly or indirectly,
approximately 13% of the outstanding common stock of Morrow, intend to vote
their shares for the Merger. If the Merger is consummated, the letter of intent
contemplates that each outstanding share of Morrow Common Stock would be
exchanged for 0.375 shares of Empire Common Stock at the closing of the
transaction (the "Exchange Ratio"). The Exchange Ratio would be subject to a
post-closing adjustment pursuant to which each Morrow shareholder would receive
up to one additional share of Empire Common Stock for each share of Empire
Common Stock initially issued to such shareholder in the Merger, calculated
according to a formula, if the Empire Common Stock fails to close at or above $2
for at least 60 consecutive trading days in the eighteen months following the
Merger.

Following the closing of the Interim Financing, Morrow will accept the
resignations of two of its present directors and elect two directors designated
by Empire as replacement directors to serve until the Merger has been
consummated.  No major decisions of the Morrow Board of Directors concerning
plans for recapitalization, acquisition, merger, capital expenditures in excess
of $10,000 per month, employee salary increases or bonuses shall be approved
without the concurrence of at least one Empire director designee.

In addition, the Morrow Board of Directors has agreed to appoint an executive
committee ("Executive Committee") comprised of two of the present members of the
Morrow Board of Directors and the two Empire director designees.  The Executive
Committee will administer the plan of operation and cash management for Morrow
(the "Plan") until the closing of the Merger.  The Plan, through the Interim
Financing or the Foothill credit facility, will allow for expenses to cover the
accounting and legal costs for Morrow to prepare the merger documents and
related proxy materials and solicit its shareholders.  No monies will be
advanced under the Interim Financing without the majority concurrence of the
Executive Committee.  On a weekly basis, the Executive Committee will review and
approve or disapprove management requests for draw downs for the following week
under the Plan.  The Plan will also encompass any required downsizing of Morrow,
restructuring of the assets and liabilities of Morrow and a daily operating plan
for the interim operation of Morrow prior to the Merger.

Morrow currently has over $2,000,000 in past-due payables, principally to
vendors for raw materials and related products. In addition to the matters
described above, the Plan will address how Morrow and Empire will satisfy
Morrow's vendors. Morrow expects to present a plan to vendors within the next
two weeks which will provide for full payment of all accounts over time.
However, there is no assurance such vendors will accept this plan or refrain
from pursuing other legal remedies available to them.

As described above, there are a number of material conditions that must be
satisfied prior to the consummation of the Interim Financing and the Merger.
There is no assurance that the Interim Financing and/or the Merger will be
consummated, or that, if consummated, the transactions will occur according to
the terms outlined.  In the event the Morrow Board of Directors takes any
action, directly or indirectly, to further a business combination other than the
Merger involving Morrow or its subsidiaries or the acquisition of significant
assets or capital stock, the letter of intent requires Morrow to reimburse
Empire for out of pocket expenses to a maximum of $150,000, immediately repay
the Interim Financing with any interest due and pay Empire a termination fee of
$500,000, which may be paid in Morrow Common Stock at the then-current price.

NASDAQ Listing.

As reported in Morrow's Current Report on Form 8-K filed on February 1, 1999,
the Company was notified by the Nasdaq-Amex Market, Inc. on January 22, 1999
that the Company had failed to meet certain requirements for continued listing
on the NNMS, and that if such requirements are not met, the Company's securities
will be delisted from the NNMS at the opening of business on April 26, 1999.
Morrow does not expect to meet these requirements by the deadline.  In addition,
Morrow has determined it will not apply for transfer to listing on the NSCMS.
Based on the current market price for Morrow Common Stock, application for NSCMS
would require the Company to effect a reverse stock split to meet the $1 minimum
bid price requirement for listing; however, if Morrow were to effect such
reverse stock split, the Company would be unable to meet certain other NSCMS

                                       3
<PAGE>
 
listing requirements on a post-split basis, including the required minimum
number of round lot holders. As noted above, Morrow may voluntarily delist its 
securities earlier than April 26, 1999 to effect the proposed transactions 
outlined above. If Morrow is not otherwise delisted prior to April 26, 1999, and
the Merger is then expected to be consummated, Morrow may appeal the delisting
and request the listing continue until the Merger is completed. Given Morrow's
expected delisting from the NNMS and its inability to obtain the NSCMS listing,
investors' ability to trade Morrow Common Stock may decrease and the lack of
such listing may affect the perceived market value of the Company's securities.

Item 7.   EXHIBITS

(c)  Exhibits

Exhibit 99.1   Letter of Intent between Empire and Morrow dated March 2, 1999

Exhibit 99.2   Press Release dated March 8, 1999.


                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Salem, State of Oregon, on March 8, 1999.

                         MORROW SNOWBOARDS, INC.


                         By:  /s/ P. Blair Mullin
                         P. Blair Mullin
                         President and Chief Financial Officer
                         (Principal Executive, Financial and Accounting Officer)
 

                         EXHIBIT INDEX

Exhibit No.      Document Description
- -----------      --------------------

99.1             Letter of Intent between Empire and Morrow dated March 2, 1999

99.2             Press Release dated March 8, 1999

                                       4

<PAGE>

                                                                    EXHIBIT 99.1

                                 March 2, 1999

Mr. Victor Petroff
Chairman of the Board
Morrow Snowboards, Inc.
2600 Pringle Road, SE
Salem, OR  97302

     Re:  Empire of Carolina, Inc./Morrow Snowboards, Inc.
          Letter of Intent to Merge and Interim Subordinated Loan

Dear Vic:

     This letter is intended to set forth our understanding for the proposed
merger ("the Merger") of Morrow Snowboards, Inc. and its subsidiaries ("Morrow")
with and into Empire of Carolina, Inc. or its newly formed subsidiary
established for the purpose of the Merger ("Empire").  During the interim period
prior to the merger it is intended that Empire will lend through a loan facility
("the Subordinated Loan") up to Two Million Dollars ($2,000,000) to Morrow for
its working capital requirements and that the Subordinated Loan and operations
of Morrow will be administered through the joint control and supervision of
Morrow and Empire.  All of these terms and provisions of the Merger and
Subordinated Loan are more thoroughly provided for hereinafter:

I.  The Merger
    ----------
     A.   Contemplated Transaction
          ------------------------

          It is our understanding that Morrow and Empire will enter into a
          Merger Agreement within thirty (30) days from the date of the
          execution of this letter of intent.  Pursuant to the Merger Agreement
          Morrow will be merged with and into Empire on a tax free basis, with
          Empire being the surviving corporation in the 
<PAGE>
 
Mr. Victor Petroff
March 2, 1999
Page 2


          merger and each outstanding share of Morrow common stock will be
          exchanged for 0.375 shares of Empire common stock (the "Exchange
          Ratio" or "Offer") provided however, that unless the reported closing
          price per share of Empire common stock for at least 60 trading days
          during the eighteen (18) month period subsequent to the effective date
          of the merger (the "Closing Date") equals $2.00 per share or more, the
          Exchange Ratio shall be adjusted based on the average reported closing
          price for the eighteen (18) month period and additional shares of
          common stock issued to make up for the difference between such average
          closing price and $2.00 per share, or an effective Exchange Ratio post
          the Closing Date of $0.75 (the "Lookback Shares"). However, not more
          than one Lookback Share shall be issued for each share of Empire
          common stock exchanged at the Closing.

          For example, assuming there exists 6,176,556 shares of Morrow, common
          stock at the closing date, these shares will be exchanged for
          2,316,209 shares of Empire common stock.  Post the closing date, for
          example, should the weighted average of Empire common stock for the
          eighteen (18) month post closing adjustment period be $1.50, then
          772,070 shares of Empire common stock would be distributed to the
          right holders of the Morrow merger transaction.

     B.   Morrow Shareholder Rights
          -------------------------

          Each Morrow shareholder would receive common stock registered under
          the Securities Act of 1933 (the "Act") as a result of the merger
          transaction along with a right to receive any prorata lookback shares
          as calculated subsequent to the 
<PAGE>
 
Mr. Victor Petroff
March 2, 1999
Page 3


          eighteen (18) month post the closing date of the merger transaction.
          The Lookback Shares are also to be registered under the Act.

II.  Interim Financing
     -----------------
     A.   Subordinated Loan
          -----------------

          Empire is prepared to provide a 120-day demand note loan to Morrow at
          a twelve percent (12%) annual interest rate.  It is contemplated that
          the Subordinated Loan will be closed by March 10, 1999 and
          administered as a junior participation in the existing Foothill
          Capital Corporation ("Foothill") loan facility.  The Subordinated Loan
          will be secured by all of the assets of Morrow subject only to the
          first security interest of Foothill.  If the Merger is not completed
          within the 120 days, the Subordinated Loan's maturity will be extended
          by 240 days.

     B.   Subordinated Loan Conversion Rights and Warrants
          ------------------------------------------------

          The Subordinated Loan will be convertible at any time at Empire's sole
          discretion into up to 1,333,000 shares of Morrow common stock at a
          conversion price of $.75 per share.  In addition, Empire will be
          granted five-year warrants issued on the date of the closing of the
          Subordinated Loan facility to purchase 1,500,000 shares of common
          stock of Morrow at $0.75 per share.

     C.   Consummation of the Subordinated Loan Financing.
          ----------------------------------------------- 

          Consummation of the Subordinated Loan Financing and Merger are
          conditioned (i) on Morrow being satisfied with its due diligence
          examination and inspection to be conducted by it of Empire by March
          10, 1999, (ii) Empire and Morrow 
<PAGE>
 
Mr. Victor Petroff
March 2, 1999
Page 4

          agreeing to a Plan (as defined herein) by March 10, 1999 and (iii)
          Foothill Capital Corporation's approval. If none of the foregoing
          conditions is met, this letter of intent shall terminate by March 10,
          1999, or, if earlier, the date one of such conditions is not met or
          the parties determine the condition will not be met.

III.  Corporate Governance
      --------------------
     A.   Board of Directors
          ------------------

          Morrow shall immediately upon the execution of the Subordinated Loan
          accept the resignation of two of its present directors and elect two
          directors as designated by Empire as replacement directors to serve
          until the Merger transaction is completed.  The total number of
          Directors shall not exceed seven (7).  No major decisions of the
          Morrow Board of Directors concerning plans for recapitalization,
          acquisition, merger, capital expenditures in excess of $10,000 per
          month, employee salary increases or bonuses shall be approved without
          the concurrence of at least one (1) Empire director designee.

     B.   Subordinated Loan Administration
          --------------------------------

          The Board of Directors of Morrow shall appoint an executive committee
          comprising two of the present members of the Board of Directors of
          Morrow and the two Empire director designees.  The executive committee
          shall administer the  plan of operation and cash management for Morrow
          (the "Plan") until the closing of the Merger.  The Plan, through the
          Interim Financing or the Foothill credit facility, will include
          provisions to allow expenses to cover the accounting and 
<PAGE>
 
Mr. Victor Petroff
March 2, 1999
Page 5

          legal costs of Morrow to prepare the merger documents and related
          proxy materials and solicit its shareholders and provisions to address
          dealing with Morrow's vendors, both as to disbursement or
          nondisbursement of funds and how Morrow and Empire will jointly deal
          with such venders. No monies shall be advanced under the Subordinated
          Loan facility without the majority concurrence of this Executive
          Committee. Such Executive Committee shall weekly review and approve or
          disapprove management requests for draw downs for the following week
          under the Plan. The Plan shall also encompass any required downsizing
          of Morrow, restructuring of the assets and liabilities of Morrow and a
          daily operating plan for the interim operation of Morrow prior to the
          Merger.

     C.   Interim Operations
          ------------------

          During the period from the execution of this letter until the earlier
          of (i) the Merger or (ii) the termination of this letter or the
          Definitive Agreement, each of Morrow and its subsidiaries (a) will
          conduct their respective businesses only in the ordinary course,
          consistent with prior practices, and in a manner that will expedite
          the consummation of the transactions contemplated hereby and (b) will
          not materially change any of their respective accounting methods or
          policies, without in each case the prior written consent of Empire.
          Morrow will advise Empire promptly of any actual or threatened claim,
          suit, action or other court or regulatory proceeding regarding the
          transactions contemplated hereby.
<PAGE>
 
Mr. Victor Petroff
March 2, 1999
Page 6

IV.  Definitive Agreement
     --------------------

     Empire and Morrow are each prepared to commence negotiating in good faith a
     Definitive Merger Agreement, and to enter into an Agreement, provided that
     (i) Empire is satisfied with the result of the due diligence examination
     and inspection to be conducted by it; (ii) the conditions regarding the
     Interim Financing are met and such financing is closed; and (iii) the Board
     of Directors of each of Empire and Morrow approves the Definitive
     Agreement.  The Definitive Agreement will contain representations and
     warranties, covenants, indemnities, conditions and other provisions which
     are normal and typical to merger transactions of the type contemplated
     hereby and which shall be satisfactory to each of the parties and its
     respective board of directors.  Conditions to the obligations of the
     parties to consummate the Merger shall include among others, (a) receipt of
     all necessary stockholders and other approvals and consents on terms and
     conditions satisfactory to the parties, (b) there will have been no
     material adverse effect on the financial condition, business, results of
     operations, prospects and/or assets of Morrow or any of its subsidiaries,
     nor would such a material adverse effect be reasonably likely, and (c) the
     agreement of the directors of Morrow to each vote their common stock owned
     by them for the Merger.  It is the intention of the parties hereto that the
     Merger be consummated before June 15, 1999.

V.  Exclusivity
    -----------

     During the period from the date hereof to the earlier of (a) the
     consummation of the Merger or (b) the termination of this letter, neither
     Morrow nor any of its affiliates will, 
<PAGE>
 
Mr. Victor Petroff
March 2, 1999
Page 7

     directly or indirectly, through any directors, officers, employees, agents,
     representatives or otherwise, solicit, initiate, facilitate or encourage
     (including by way of furnishing or disclosing non-public information) any
     inquiries or the making of any proposal with respect to any merger,
     consolidation or other business combination involving Morrow or its
     subsidiaries or the acquisition of all or any significant assets or capital
     stock of Morrow and its subsidiaries taken as a whole (an "Acquisition
     Transaction") or negotiate, explore or otherwise engage in discussions with
     any person (other than Empire and its representatives) with respect to any
     Acquisition Transaction or enter into any agreement, arrangement or
     understanding requiring it to abandon, terminate or fail to consummate the
     Merger or any other transaction contemplated by this letter, provided that
     Morrow may, in response to an unsolicited written proposal engage in
     discussions with such third party, furnish information to and negotiate,
     explore or otherwise engage in discussions with such third party, and enter
     into any such agreement, arrangement or understanding, in each case only if
     the Board of Directors of Morrow determines in good faith, based upon the
     written opinion of outside counsel to Morrow, that failing to take such
     action, would result in a breach of the fiduciary duties of the board of
     directors in connection with seeking an Acquisition Transaction that is
     more favorable to the stockholders of Morrow than the Merger contemplated
     by this letter. Morrow shall immediately advise Empire in writing of the
     receipt of any inquiries or proposals related to an Acquisition
     Transaction.
<PAGE>
 
Mr. Victor Petroff
March 2, 1999
Page 8

     Empire acknowledges that the Board of Directors of Morrow has a fiduciary
     obligation to its shareholders to consider and possibly accept an
     unsolicited offer, if any, received by Morrow from a third party for an
     Acquisition Transaction.  In consideration of Empire's willingness to incur
     the expenses and devote the time and resources necessary to undertake its
     due diligence investigation and to execute a Definitive Agreement,
     notwithstanding such possibility, in the event that Morrow shall have taken
     any action, directly or indirectly, to further an Acquisition Transaction,
     regardless of whether any such Acquisition Transaction is more favorable
     than the proposed Merger provided for herein the Acquisition Transactions
     will provide that (a) Morrow will promptly pay to Empire cash in the amount
     of its out-of-pocket expenses (including without limitation fees and
     expenses of outside professionals) up to a maximum of $150,000, the
     immediate repayment of the Subordinated Loan facility with any interest due
     and a termination fee of $500,000 which may be paid in Morrow Common Stock
     at the then current prices.

VI.  Publicity
     ---------

     Neither Morrow nor Empire will issue or otherwise make any announcements or
     other disclosures regarding the proposed transaction without first
     consulting with each other; provided, no announcement will be made, except
     as otherwise required to meet any legal disclosure requirements, until
     Foothill Capital Corporation's verbal approval of the proposed arrangements
     has been received and the key elements of the Plan have been agreed to.
<PAGE>
 
Mr. Victor Petroff
March 2, 1999
Page 9

VII.  Binding Offer
      -------------

     Empire and Morrow agree that this letter merely constitutes a statement of
     their present mutual intentions with respect to the proposed Merger, does
     not contain all matters upon which agreement must be reached in order for
     the consummation of the Merger to take place and is not intended to create
     a legally binding and enforceable obligation to consummate the Merger or
     the Subordinated Loan.  A binding obligation will exist only upon the
     execution of a Definitive Agreement and the Subordinated Loan facility
     subject to the terms and conditions expressed therein.  The foregoing,
     notwithstanding, paragraph V hereof is intended to constitute a binding
     agreement between the parties, enforceable in accordance with and subject
     to the terms and conditions thereof.  No person is intended to be third
     party beneficiary of this letter and no person other than the parties is
     entitled to rely on this letter for any purpose.

VIII.  Expenses
       --------

     Subject to the provisions of paragraph V above, Empire and Morrow will each
     be responsible for all expenses, including any investment banking fees,
     incurred by it in connection with the transactions contemplated hereby.
<PAGE>
 
Mr. Victor Petroff
March 2, 1999
Page 10


If you are in agreement with the provisions of this letter, kindly confirm your
agreement by signing the enclosed counterpart of this letter and returning it to
me on or prior to March 3, 1999, after which the proposal expressed herein will
no longer be effective.

                              Very truly yours,

                              EMPIRE OF CAROLINA, INC.


                              By:  /s/ Timothy Moran
                                    Timothy Moran
                                    President and Chief Executive Officer


Accepted and Agreed to:

MORROW SNOWBOARDS, INC.


By Board of Directors


by:  /s/ Victor Petroff
     Victor Petroff
     Chairman of the Board

<PAGE>
 
                                                                    EXHIBIT 99.2

SALEM, Ore., March 8 /PRNewswire/ -- Morrow Snowboards, Inc. (Nasdaq: MRRW)
announced today that a letter of intent has been signed for the acquisition of
Morrow Snowboards, Inc. by Empire of Carolina, Inc., an international designer,
manufacturer and marketer of a broad range of consumer products, including
children's toys and golf accessories. Empire, whose stock is traded on the
American Stock Exchange under the symbol EMP, had sales of $61.2 million for the
nine months ended September 30, 1998.

In addition, Empire will immediately provide Morrow up to $2,000,000 in interim
financing for working capital.

The letter of intent, which contemplates the merger of Morrow into Empire at an
exchange rate of 0.375 shares of Empire common stock for each share of Morrow
common stock, is non-binding. The merger and interim financing are subject to a
number of conditions, including satisfactory completion of due diligence, the
approval of Morrow's primary lender, the negotiation and execution of a
definitive merger agreement and other documents, and the approval of Morrow's
shareholders.

"This financial injection means Morrow moves into our industry's largest trade
show this week with a message of financial stability to our customers," said
Blair Mullin, Morrow's president and chief financial officer. "Both our Morrow
and our Westbeach product lines have been well received this year, and we can
now move forward with the execution of our business plan."

Timothy Moran, Empire's President and CEO commented, "The addition of Morrow
will allow Empire to offer a full spectrum of winter sports products from sleds
designed for backyard hills to Olympic class snowboards. We are excited to
complete the transaction as soon as possible, and to continue to pursue the
acquisition of fine sporting goods consumer products franchises."

Morrow is a leading designer, manufacturer and marketer of snowboards, boots,
bindings, apparel and related products. More detailed information will be
provided in a Form 8-K to be filed with the SEC in the next several days.

This press release contains forward-looking statements which are made pursuant
to the safe harbor provisions of the Private Securities Litigation Act of 1995.
The forward-looking statements involve risks and uncertainties that could cause
actual results to differ materially from the forward-looking statements,
including, without limitation, the company's ability to complete and close the
above interim financing and merger, achieve expected product sales levels,
control expenses, and address competitive initiatives and conditions in the
markets for snowboards, outdoor apparel and related products. The forward-
looking statements should be considered in light of these risks and
uncertainties.

03/08/99

CONTACT: Blair Mullin, President, Chief Financial Officer, ext. 119, or Georell
Bracelin, Vice President, Marketing, ext. 178, both of Morrow Snowboards, 503-
375-9300/ -- HSM035 -- 0184 03/08/99 06:01 EST http://www.prnewswire.com
Copyright PR Newswire 1998. All rights reserved.


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