Overview of Bristol Investment Group

Bristol Investment Group, Inc. is a private investment banking firm dedicated to structuring and financing management buyouts and merger and acquisition services. The members of the firm and its advisors have a broad range of experience in investment analysis, equity investing, hands-on operating management and finance. After years of experience at investment banking firms, Mr. Alan Donenfeld, President of Bristol, began forming the group in 1990 with the mission to provide a high standard of service to middle market companies.

Bristol originates, organizes and finances the investment in and acquisition of middle market companies ranging in value from $2 million to $100 million. The businesses purchased may be privately-owned companies, corporate divisions, subsidiaries or public companies.

Bristol also acts as exclusive agent representing clients in arranging the sale of middle market companies. Additionally, Bristol may provide other advisory services relating to recapitalizations, acquisitions or divestitures.

Bristol's Mission

Bristol's mission is to bring to medium-sized companies professional financial knowledge, exceptional industrial management expertise and transactional services. The majority of our clients are:

• owners who want to sell all or part of their business for strategic or personal reasons,
  
• management, executives and investors who want to sponsor a management buyout,
  
• companies who want to recapitalize or expand their business through acquisition, merger or joint venture, and
  
• companies requiring financial advisory services for an asset sale, valuation, financing or strategic planning.

Bristol is a team of experienced financial and corporate professionals who have demonstrated outstanding abilities in originating, consummating and managing equity investments. Bristol differentiates itself from other acquisition firms in its ability to provide management expertise to companies to improve operations and earnings. This approach ensures successful transactions through diligent financial analysis, reasonable valuations and the establishment of obtainable strategic operating plans.

Management Buyouts

Bristol Investment Group, through an affiliated investment fund, acquires positions in middle market companies in partnership with management and other investors. Typically, the businesses purchased will be acquired for cash, but transactions involving installment features can be structured. In many cases, the firm can accommodate owners seeking liquidity who are interested in an ongoing investment in the new enterprise as a way of participating in its future growth. Bristol is particularly interested in sponsoring management buyouts by working in concert with the senior executives of a company.

Bristol seeks businesses with stable cash flows and solid market positions or defensible niches. Some acquisitions will have good prospects for growth through improved and expanded operations or follow-on acquisitions. We also consider companies that may be underperforming industry norms or that may be experiencing financial or operating problems, provided that the underlying business is strong and there is potential for turnaround.

Bristol places a high priority on aligning the compensation incentives of executives running a business with the success of the enterprise as a whole. Thus, there is particular emphasis on providing meaningful equity ownership for key executives. We prefer to invest in companies in which an experienced management team is in place. However, the firm will also consider situations in which management does not wish to remain after an acquisition and a new management team is required.

Bristol feels management should have operating autonomy. However, although we believe that we can play a constructive role as a sounding board for management's business strategy, we do not contemplate being involved in day-to-day operations. We can help, as needed, with a company's financial planning and budgeting to meet the financial obligations inherent in an acquisition. We also can be instrumental in arranging future funding of the business. Finally, we can assist management with add-on acquisitions, and with the related financing, to enhance the value of the enterprise.

Bristol's Acquisition Perspective

Distinguishing characteristics of Bristol's approach to management buyouts include:

• Knowing Owner's Objectives - Transactions are structured by the firm to take into account the particular needs of owners. There may be financial, tax or estate planning issues of particular importance.
  
  
• Management Involvement - Providing management with the opportunity to share in the financial success of their company creates a winning situation for the seller, management and the equity investor.
  
  
• Valuation and Structuring Skill - The experience of the firm's Managing Directors in valuing and structuring transactions reflects their extensive involvement in the capital market process.
  
  
• Institutional Capital Sources - Bristol's extensive relationships with financing institutions allows it to obtain cost-effective debt and equity funds. The firm believes its reputation rests on its ability to deliver on financial commitments.
  
  
• Corporate and Business Relationships - The firm has an exceptional network of relationships in the corporate and general business community to provide add-on acquisitions, incremental sales opportunities and general business guidance.
  
  
• Long-Term Investment Horizon - We have a long-term view regarding our investment in a company and believe effective management over a number of years is the best way to build value.
  
  
• Integrity - We believe in absolute integrity in dealing with owners, management and the other parties to a transaction.

We look forward to hearing from you.

Alan P. Donenfeld
President
Bristol Investment Group, Inc.
110 East 59th Street. 29th fl.
New York, NY 10022
Tel: (212) 593-3157
Fax: (212) 202-5022
Email: