American CinemaStores announces definitive merger agreements.

LOS ANGELES--(BUSINESS WIRE)--June 20, 1996--American CinemaStores Inc. (ACSI) announced today that it has executed definitive merger agreements with Superior Panoramic Handprints Inc. (Superior) and Just Jackets Inc., both of North Hollywood, Calif., to merge those corporations into newly formed subsidiaries of ACSI.

Steve Natale, president of ACSI, and Robert Strem, president of Superior, in announcing the signing said that these mergers pull together the management synergies between the companies as well as the vertical integration necessary to launch the new company to more than $12 million in annual revenues.

Superior Panoramic was formed in 1981 as a speciality merchandise company. Today it employs over 100 people with production runs of 20 hours per day, six days per week. Its 1995 revenues were nearly $8.5 million. Just Jackets was formed in 1993 by Bruce Sacks and he will become president of the newly formed Just Jackets subsidiary.

In 1995 Just Jackets' revenues were $1.2 million. Superior and Just Jackets maintain their offices and showroom in North Hollywood. Their facilities occupy over 30,000 square feet and house the production facility, warehouse, and offices. ACSI is now in the process of relocating its corporate headquarters to these offices.

Superior's product lines currently include the embroidery, silk screening, embossing, applique, suede print, and foil print of t-shirts, polo shirts, fleecewear, and denim wear. These products are distributed throughout the United States, Canada, Europe and the Caribbean Islands. Just Jackets manufactures leather, leather and fabric, or fabric only jackets as well as high quality denim shirts with prescribed embroidery designs.

The advertising specialty products are sold for the most part exclusively to distributors such as Jack Nadel, Idea Man, and Ha-Lo. Products for the souvenir novelty market are sold directly to such customers as Graceland, Grand Canyon, and Opryland. Superior has won numerous industry performance awards which include "Top Supplier of the Year" from Jack Nadel, "Top 10 Manufacturer" from Walter Cribbens as well as numerous marketing excellence awards.

In responding to the signing of the definitive merger agreement Strem said, "The strength of these companies joining together will provide greater dedication to the advertising specialty business. It will further allow the penetration of new markets in worldwide licensing and specialty retail distribution."

Strem will continue as president of Superior as well as co-chief executive officer of ACSI.

The terms of the merger state that Superior will fold into a newly formed ACSI subsidiary, the shareholders of Superior will receive an aggregate of $1.96 million and 975,000 shares of common stock of ACSI. Just Jackets will fold into a newly formed ACSI subsidiary, the shareholders of Just Jackets will receive an aggregate of $80,000 in cash and 50,000 shares of common stock of ACSI. ACSI will also provide $1 million of working capital to the newly formed subsidiaries.

ACSI was formed in 1992 and went public in March 1994. Its stock and warrants are traded on the NASDAQ Small Cap with the symbols ACSI and ACSIW. Prior to the merger, ACSI has issued an outstanding 6,892,638 shares of common stock.

Along with the merger, ACSI will continue to focus on the business of its other subsidiary, Sierra Fixture and Design, who designs, manufactures, and installs specialized merchandise carts for regional malls and other applications. Sierra's clients include mall developers General Growth Corp. and The Hahn Co. as well as The Walt Disney Co.

CONTACT: American CinemaStores Inc.

Christopher Ebert, 310/394-6444