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 NEW HAVEN, Conn., Sept. 8 /PRNewswire/ -- The Aristotle Corporation (NASDAQ: ARTL) announced today that it has signed a Letter of Intent to purchase the Strouse, Adler Company, a privately owned New Haven manufacturer of specialty women's undergarments. "Strouse, Adler is a 132 year old company with a rich history in the specialty apparel industry," stated John Crawford, president and chief executive officer of The Aristotle Corporation. "Recent changes instituted by the current Strouse, Adler management team have revitalized the company, focused its market and produced a record of growing sales and earnings," he said. Strouse, Adler manufactures specialty bras and shapers and caters to several specialized niches in the women's undergarment market.
 "For the fiscal year ended Aug. 31, 1992, Strouse, Adler sales were $13 million and pretax earnings, on a FIFO basis, were $525,000," said David Howell, chairman and chief executive officer of Strouse, Adler. "For its 1993 fiscal year just ended, sales approximated $15 million and pre-tax earnings approximated $800,000." The 1993 fiscal results are subject to the company's regular annual audit currently in progress.
 As of June 30, 1993 Aristotle had shareholders' equity of $6.2 million, substantially all of which was in cash.
 Under the terms of the proposed transaction, Strouse, Adler's shareholders will receive $2.3 million in cash, $2.1 million in shares of Aristotle preferred stock, convertible after stated holding periods, into 2.7 million shares of Aristotle common stock, and an additional 250,000 shares of Aristotle common stock. Certain adjustments to the purchase price may be made for changes in Strouse, Adler's equity level prior to the closing. If certain earnings targets are achieved, Strouse, Adler shareholders and certain of its employees will receive additional consideration.
 The proposed acquisition is subject to the execution of a definitive acquisition agreement, and to a favorable vote by Aristotle's shareholders. A special shareholders' meeting is anticipated to be called later this year.
 "As previously disclosed, Aristotle has a potentially large tax loss carryforward," commented Crawford, "and our board of directors determined that the best strategy for Aristotle to follow was to acquire a profitable operating business which we could make even more profitable by sheltering its income from taxation."
 Crawford indicated that over the last year Aristotle has talked to or investigated some 40 companies based upon four criteria:
 1. That the company be profitable.
 2. That it have a strong management team which will remain in place.
 3. That it have the potential for future growth.
 4. That it not be in a business subject to major technological
 "Strouse, Adler meets each of these criteria," said Crawford. "The company is profitable. The quality of the management team, each of whom will be under contract to remain in place, includes managers experienced in marketing, finance design and operations who have been working together for five years. Its sales volume has shown consistent increases. Its Smoothie brand name and private label lines are sold to some of the nation's largest retailers. Among others, the customer list includes Dillards, Macys, Nordstroms, Victoria's Secret, Dayton Hudson and J.C. Penney." Crawford indicated that no personnel changes are planned and that the company will continue to operate in New Haven.
 Howell stated that, "we are looking forward to the association with Aristotle. Our strategic plans to grow our company, together with Aristotle's financial resources and tax loss carryforward, make a very attractive combination."
 The company's trading symbol is ARTL. As of June 30, 1993, there were 10,989,952 shares outstanding.
 -0- 9/8/93
 /CONTACT: John J. Crawford or George Brooks-Gonyer of the Aristotle Corporation, 203-867-4090/

CO: Aristotle Corporation; Strouse, Adler ST: Connecticut IN: FIN HOU SU: TNM

CM-DJ -- NE010 -- 9911 09/08/93 15:02 EDT
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Publication:PR Newswire
Date:Sep 8, 1993

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