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GOODY PRODUCTS SIGNS LETTER AGREEMENT WITH NEWELL CO.

 KEARNY, N.J. and FREEPORT, Ill., June 14 /PRNewswire/ -- Goody Products, Inc. (NASDAQ: GOOD) and Newell Co. (NYSE: NWL) announced today that they have reached an agreement in principle with respect to a merger of Goody Products with a wholly owned subsidiary of Newell in which stockholders of Goody would receive $24.75 in cash per share. The agreement is subject to due diligence and negotiation and execution of a definitive merger agreement satisfactory to both parties. No assurances can be given that the two companies will reach agreement on such a transaction.
 Under the terms of a letter agreement between the two parties, Goody will provide Newell with certain confidential information for Newell's review. In exchange, for a period of one year, Newell has agreed, among other things, that it will not seek to acquire any shares of Goody common stock except pursuant to a merger proposal or tender offer for all of the outstanding shares of Goody common stock at a price not less than $24.75 per share. Newell holds approximately 13 percent of the outstanding stock of Goody.
 Goody and Newell have also agreed that until Aug. 1, 1993, Goody will not solicit or assist any other potential purchaser of the company. If, prior to June 12, 1994, Goody consummates a business combination at a price of at least $24.75 per share with any party having discussions with it prior to Aug. 1, 1993 regarding such a business combination, Goody has agreed to pay Newell a breakup fee of $7 million.
 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, 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- 6/14/93
 /CONTACT: Kevin Walsh of Goody Products, Inc., 201-997-3000; or William T. Alldredge of Newell Co., 815-235-4171; or Thomas M. Daly, Jr. of Kekst and Company, 212-593-2655/
 (GOOD NWL)


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

TS -- NY020 -- 1459 06/14/93 09:13 EST
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Publication:PR Newswire
Date:Jun 14, 1993
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