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/FIRST AND FINAL ADD -- NY023 -- ALBERT FISHER/

 /FIRST AND FINAL ADD -- NY023 -- ALBERT FISHER/
 GROUP HIGHLIGHTS
 -- Stephen Walls, who succeeded Tony Millar as chairman in July 1992, said: "It has been a most difficult trading year for the Group and the results reflect the impact of the depressed economic conditions and the severe fresh produce glut in the second half year. However, we have focused a great deal of attention on strengthening the Group for the future. A full operational and strategic review has been undertaken and as a result of that review I am satisfied that there is no black hole in the balance sheet, the businesses themselves represent a sound basis for future growth, we have a healthy balance sheet and I believe we have strong management in place. Substantial rationalization has taken place across the Group, significant capital projects have been undertaken and new capital projects have been sanctioned; we have restructured the European operating divisions and generally strengthened management throughout. Although market conditions remain difficult, the Group is now well placed to maximize its organic growth in the future, which will be the key priority for management. The actions currently under way should generate better performance than the levels seen in the second half of 1992."
 -- In view of the board's confidence in the future and of the Group's cash position, an unchanged total dividend of 3.75p (1991 - 3.75p) is proposed. This is covered 1.5 times by earnings of 5.60p (1991 - 10.02p, restated). The proposed final dividend of 1.90p (1991 - 2.00p) will be paid on Jan. 8, 1993 to shareholders on the register on Nov. 12, 1992.
 -- Tim Howden, chief executive of Europe, commented: "Three-quarters of our profit shortfall in Europe was in fresh produce, where our management faced the most difficult market conditions in recent memory. Our food processing and seafood operations showed resilience in increasingly competitive markets and completed rationalization and investment programs which have significantly improved their competitive position."
 -- Lenny Pippin, chief executive of North America, explained: "With a surplus of produce and a continuing depressed economy, trading conditions were poor throughout the year. The new management team is working hard on generating synergies from the new regional structure, achieving operating efficiencies and improving the results of underperforming businesses. We expect that these actions will contribute to a better performance in the current year."
 A Group spokesperson provided the following information:
 DIVISIONAL REVIEW
 EUROPE
 -- Food Processing. The European food processing operations achieved operating profits of 28.409 million pounds sterling (1991 - 32.030 million pounds). This division has been enlarged by the transfer in of the frozen fruit and vegetable operations and has a main board director, Raymond Edwards, as its chief executive. The results have held up well in adverse market conditions. The newly formed Fisher Quality Foods is achieving the expected integration benefits, and capital expenditure will reduce costs and assist product development. Evedale Foods was enlarged in December 1991 by the acquisition of the Hammonds Sauce business and development work has enabled the concentration of the sauces and dressings production into two factories from three. The frozen vegetable business experienced a difficult year, influenced by plentiful supplies and strong competition, while most remaining businesses in this division produced results close to or above the previous year's results.
 -- Fresh Produce. The European fresh produce operations achieved operating profits of 7.501 million pounds (1991 - 15.184 million pounds). The first half year showed profits ahead of the prior year but second half profits deteriorated markedly in the face of the most difficult trading conditions for many years which adversely affected most of our businesses. Underlying growth in production coincided with lower than expected growth in demand. The situation was aggravated by early and abundant crops throughout Europe and intense competition for banana sales. However, Aartsen increased its profits compared with the previous year, benefiting from significant capital investment; its third Dutch branch is due to open shortly. U.K. potato packing operations were impacted by overcapacity and the loss-making Worcester plant was closed. We continue to operate our profitable Scottish plant.
 -- Seafoods. The European seafood operations achieved operating profits of 7.674 million pounds (1991 - 6.713 million pounds). The seafood companies have now been formed into a separate division for management purposes. This will allow us to realize sourcing and synergy benefits between the five companies involved. This division's profits were held back by cockle supply problems, a poor warm water prawn market and low demand, but Vassallo had an excellent first full year with the Group and Roem, helped by flexible sourcing, strong mussel sales and lower costs, exceeded earlier expectations. Substantial capital investment undertaken at the modified atmosphere packing factory in Newcastle, in the Belgian prawn business and in establishing a cockle and mussel presence in the U.K. will assist this division's future growth.
 NORTH AMERICA
 The North American fresh produce operations achieved operating profits of 10.774 million pounds (1991 - 18.915 million pounds). The results at the half year were under pressure due to the continuing recessionary impact on the North America foodservice industry which takes the major proportion of our sales. Since the half year, favorable growing conditions in the USA have resulted in a produce glut similar to that in Europe. This has caused further price and margin pressure. Management continue to concentrate on ways of improving profitability in these most difficult market conditions. The purchase of the customer list of a competitor in Atlanta will allow the foodservice turnover of Mitt Parker to be doubled. Capital investment included the development of a new facility for the Los Angeles pre-cut operation and additional cold storage in San Francisco. The merged G&G business in Los Angeles is beginning to recover from its losses and has consolidated from two facilities into one.
 BOARD CHANGE
 Richard Portergill, who is currently development director, will be relinquishing executive responsibilities at the end of December 1992. We are pleased to say that Richard will be remaining on the board as a non-executive director and will be continuing to provide invaluable consulting support to the Group in connection with acquisitions and disposals.
 EMPLOYEE SHARE SCHEME
 In line with its policy of encouraging employees to participate in the success of the Group, the board has allocated 200,000 pounds out of profits attributable to the U.K. operations for the purchase of shares by the Trustees of the Group's Employee Share Scheme.
 SHARE PURCHASE AUTHORIZATION
 The board will submit a proposal to shareholders at the Annual General Meeting on Dec. 18, 1992, seeking general authorization to make purchases of the company's ordinary shares. Full details will be given in the circular accompanying the 1992 Annual Report and Accounts.
 PROSPECTS
 Economic conditions in the U.K. and North America remain severely depressed and weaker economic conditions are now being experienced in continental Europe. While an early improvement in economic conditions is not foreseen, it is unlikely that the combination of conditions which have given rise to the current produce glut will continue to the same extent in the coming season, although the present surplus of produce will overhang the market for some time to come.
 In our produce divisions we will continue to pay special attention to improving the performance of our businesses and diversifying our sourcing capabilities. In addition, further investment will be made in added value facilities in North America. Our seafood businesses should benefit from the investment undertaken and from the realization of sourcing and synergy benefits and progress in these businesses is anticipated. Work is continuing throughout the Group on obtaining further merger and rationalization benefits.
 Having recently completed our strategic review, there is a solid commitment throughout the Group to invest time and resources in improving the performance of our existing businesses, and this process is already well under way. This priority for organic growth will then be supplemented by the making of infill acquisitions where these strengthen or improve the return on existing assets.
 The Group has net cash resources and a strong operational cash flow. Our objective is for structured development of our businesses for organic growth. The actions we are taking should generate better performance than that seen in the second half of 1992.
 RESULTS FOR THE YEAR ENDED AUG. 31, 1992
 The unaudited consolidated results for The Albert Fisher Group PLC for the year ended Aug. 31, 1992, are set out below. The results for the previous year are shown for comparative purposes:
 THE ALBERT FISHER GROUP PLC
 (In thousands of pounds sterling)
 Year to Aug. 31 Notes 1992 1991
 Turnover (A) 1,176,039 1,095,556
 Net operating income (A) 44,347(a) 74,842(a)
 Interest receivable, less payable 7,757 14,190
 Profit before taxation 52,104 89,032
 Tax on profit on ordinary activities 14,317 25,356
 Profit on ordinary activities
 after taxation 37,787 63,676
 Albert Fisher Finance NV: (D)
 Preference dividend 2,144 2,144
 Provision for redemption 2,228 2,048(b)
 Other minority interests (203) (85)
 Extraordinary items: (B)
 Against net book value 10,268 6,473
 Goodwill write off 12,698 --
 Profit attributable to the members 10,652 53,096
 Ordinary dividend 22,514 22,377
 Retained (loss) profit for the year (11,862) 30,719
 Earnings per ordinary share (C) 5.60p 10.20p(b)
 Dividend per ordinary share 3.75p 3.75p
 (a) -- After exceptional charges of 10.011 million pounds (1991 - 2.000 million pounds credit).
 (b) -- Restated for preference share redemption provision.
 NOTES:
 (A) -- Analysis of Turnover and Operating Profits
 All divisional results set out in this report, including prior year comparatives, are stated on the basis of the new divisional structure which is explained in the divisional review.
 The divisional turnover and operating profits (before interest) arising on the Group's principal activities were as follows (in thousands of pounds):
 Year to Aug. 31 1992 1991
 Operating Operating
 Turnover Profit Turnover Profit
 EUROPE:
 Food processing 379,218 28,409 385,664 32,030
 Fresh produce 340,639 7,501 262,176 15,184
 Seafoods 114,696 7,674 76,597 6,713
 Total 834,553 43,584 724,437 53,927
 NORTH AMERICA:
 Fresh produce 341,486 10,774 371,119 18,915
 TURNOVER 1,176,039 54,358 1,095,556 72,842
 Exceptional items (E) -- (10,011) -- 2,000
 NET OPERATING INCOME 44,347 74,842
 (B) -- The extraordinary item in 1991/92 of 10.268 million pounds represents the book loss on disposal of the business and assets of Holco BV and other factories and businesses, net of a taxation credit of 3.259 million pounds. In addition, goodwill of 12.698 million pounds written off to reserves on the acquisition of those companies is reflected as an extraordinary item.
 The extraordinary item in the prior year represents the costs of writing down an investment.
 (C) -- Earnings Per Ordinary Share
 Earnings per ordinary share have been calculated by reference to earnings of 33,618,000 pounds (1991 - 59,569,000 pounds, restated) and the average number of ordinary shares in issue of 599,973,000 (1991 - 594,769,000). The reason for the prior year restatement is set out in Note D below.
 (D) -- Preference Dividend and Provision for Redemption
 The preference dividend is the dividend payable on the 5-7/8 percent guaranteed convertible redeemable preference shares of Albert Fisher Finance NV.
 The accounting policy for the preference shares has been changed to take account of current recommendations on best accounting practice and in line with this more conservative approach a provision has been made for possible special dividends on redemption.
 The 1991 results and balance sheet have been restated to reflect this change in accounting policy.
 (E) -- Exceptional Items
 The exceptional item in 1991/92 represents the cost of the rationalization and restructuring of certain businesses, non-recurring employment costs, provisions against the carrying costs of certain assets, and other provisions.
 The exceptional item in 1990/91 represents the profit on the sale of a trade investment.
 (F) -- Non-Statutory Accounts
 These accounts do not constitute statutory accounts and are unaudited. Full audited accounts will be filed with the Registrar of Companies in due course. Comparative figures for the year ended Aug. 31, 1991, have been extracted from the statutory accounts of The Albert Fisher Group PLC on which the auditors gave an unqualified report and which have been filed with the Registrar of Companies.
 -0- 10/22/92 R
 /END FIRST AND FINAL ADD/ CO: Albert Fisher Group PLC ST: IN: FOD SU: ERN


KD-OS -- NY023A -- 3738 10/22/92 14:54 EDT
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