Exhibit 2(a)
Contact: Electronic Retailing Systems International, Inc.
Bruce F. Failing, Jr., CEO
Jerry McAuliffe, CFO
203-849-2500
FOR IMMEDIATE RELEASE
Electronic Retailing Systems International, Inc.
Completes Exchange of 13-1/4% Senior Discount Notes
Norwalk, CT - July 6, 2000 - Electronic Retailing Systems
International, Inc. ("ERS") (OTC BB:ERSI) announced that it has
completed the private exchange of $76,418,000 principal amount at
maturity of its 13-1/4% Senior Discount Notes due February 1, 2004
(the "Old Notes") for an aggregate of $13,755,240 in cash,
approximately $5,000,000 principal amount of 10% Guaranteed Secured
Notes due August 1, 2001 issued by ERS (the "10% Notes"),
approximately $5,000,000 principal amount of 8% Guaranteed Secured
Notes due August 1, 2004 issued by ERS (the "8% Notes") and 39,985
shares of ERS' newly-created Series A-1 Convertible Preferred
Stock, $100 per share liquidation value (the "Preferred Stock").
The notes submitted for exchange represent 100% of the outstanding
Old Notes. The 10% Notes and 8% Notes issued will accrue interest
at the stated rates, payable semi-annually in additional notes of
the same series, are guaranteed by ERS' subsidiaries and are
secured by the assets of ERS and its subsidiaries.
Shares of Preferred Stock will not entitle the holder to dividend
or, except in limited circumstances, voting rights. The Preferred
Stock entitles the holder to a liquidation preference in the stated
amount and, subject to specified exceptions, is subject to
automatic conversion, in the event ERS subsequently consummates
certain equity transactions, into the same securities offered in
such transactions and at the same price, payable by application of
the liquidation preference of the Preferred Stock.
The securities issued in the exchange have not been registered
under the Securities Act of 1933, as amended, and may not be
offered or sold absent registration or an applicable exemption from
the registration requirements of said Act and applicable state
securities laws.
