PAY N' PAK <PNP> GETS TWO OFFERS FOR COMPANY
Pay N' Pak Stores Inc said it received
two proposals in response to its previously announced
solicitation of potential buyers for the company.
    The company said it is evaluating the proposals from Paul
Bilzerian and from a third party which is active in the
leveraged buyout field but which Pay N' Pak declined to
identify.
    It said the Bilzerian proposal calls for shareholders to
receive on a blended basis 16.67 dlrs in cash and 3.30 dlrs in
liquidation value of cumulative exchangeable redeemable
preferred stock for each common share.
   
    Pay N' Pak said the second proposal is structured as a
merger in which each holder would receive a combination of
17.50 dlrs in cash and 2.50 dlrs in liquidation value of 13-1/2
pct cumulative preferred.
    The company said the dividend on the preferred offered by
Bilzerian would be set so that in the opinion his financial
advisor and the company's financial advisor the preferred would
trade in the public market at its liquidation value.
    Dividends on the preferred could be paid at the option of
the surviving corporation in cash or additional shares of
preferred for the first five years, it added..
   
    Pay N' Pak said Bilzerian's proposal is subject to a
physical inventory of merchandise at June 30. Bilzerian did not
provide details with respect to financing of his proposal,
which is not subject to a financing condition.
    The company said dividends on the preferred being offered
in the second proposal would be paid in additional preferred in
the first three years and the preferred would be redeemed in
years 12 and 13.
    It said the second offer is contingent on the arrangement
of financing, adding the party making the offer is confident of
its ability to obtain the balance of the financing.
   
    Pay N' Pak said the second proposal is conditioned upon a
satisfactory agreement with the company's management regarding
its equity participation in the new company.
    The second party anticipates executing a letter of intent
when it delivers its financing commitment to the Pay N' Pak
board that would incorporate an expense reinbursement and
option arrangement, the company said.
 Reuter
