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GOODY PRODUCTS INC. AND NEWELL CO. ANNOUNCE DEFINITIVE MERGER AGREEMENT; GOODY STOCKHOLDERS TO RECEIVE $24.75 PER SHARE

 KEARNY, N.J. and FREEPORT, Ill., Aug. 2 /PRNewswire/ -- Goody Products, Inc. (NASDAQ: GOOD) and Newell Co. (NYSE: NWL) jointly announced today that they have executed a definitive agreement for Newell to acquire Goody Products, Inc. in a cash merger for approximately $170 million, or $24.75 per Goody share. The agreement has been unanimously approved by the boards of directors of both companies. The transaction is subject to Goody shareholder approval, regulatory approvals and other customary conditions.
 Previously, on June 14, 1993, Newell Co. and Goody announced an agreement in principle for a merger in which stockholders of Goody would receive $24.75 per share.
 Leonard Goodman, Chairman and Chief Executive Officer of Goody, and other members of the Goodman family, who together own approximately 43 percent of Goody's outstanding common stock, have agreed to vote in favor of the transaction, which requires the approval of the holders of two-thirds of Goody's outstanding common stock. Goody has also granted Newell an option to purchase from Goody an amount of authorized but unissued shares of its common stock equal to 19.9 percent of Goody's outstanding shares of common stock upon the occurrence of certain events. Newell currently owns approximately 13.5 percent of the outstanding common stock of Goody.
 Mr. Goodman said, "With this agreement, we have both maximized value for our shareholders and enhanced future opportunities for our operations and people. Over the past two years, we have implemented a restructuring plan that has revitalized our company and cut our costs substantially. Now, with Newell's market strength, we are confident that the business will continue to grow and prosper for years to come."
 William P. Sovey, Vice Chairman and Chief Executive Officer of Newell Co. said, "We are delighted with our agreement to acquire Goody Products, and look forward to welcoming Goody into the Newell family of companies."
 Goody designs, manufactures and markets a wide variety of hair accessories. Goody owns and operates three additional consumer products subsidiaries and divisions: Opti-Ray, a designer and marketer of high quality fashion sunglasses and reading glasses; Ace Comb, a manufacturer of premium quality hard rubber combs; and Pretty Neat Products, a producer of cosmetic organizers and travel accessories.
 Newell, headquartered in Freeport, Ill., manufactures and markets staple consumer products which are sold through a variety of retail and wholesale distribution channels. Product categories include hardware, housewares, and office products.
 -0- 8/2/93
 /CONTACT: Keven E. Walsh, 201-997-3000, of Goody Products, or William T. Alldredge, 815-233-8515, of Newell, or Thomas M. Daly, Jr., Michael Mandelbaum of Kekst and Co., 212-593-2655, for Goody Products/
 (GOOD NWL)


CO: Goody Products, Inc.; Newell Co. ST: New Jersey, Illinois IN: HOU SU: TNM

LG -- NY084 -- 8428 08/02/93 14:12 EDT
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Publication:PR Newswire
Date:Aug 2, 1993
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