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WILLCOX & GIBBS ANNOUNCES SPIN-OFF OF COVERED YARN DIVISION AND SALE OF STOCK

 WILLCOX & GIBBS ANNOUNCES SPIN-OFF OF
 COVERED YARN DIVISION AND SALE OF STOCK
 NEW YORK, April 22 /PRNewswire/ -- Willcox & Gibbs, Inc. (NYSE: WG) disclosed today a major two-part program designed to enhance shareholder value.
 As part of the program, the company said that it planned to spin-off its covered yarn manufacturing business to shareholders on a tax-free basis. Used principally in the manufacture of apparel and especially in women's hosiery, W&G's covered yarn division had sales in 1991 of $156 million and is the largest covered yarn manufacturer in the world.
 The second part of the program involves an agreement with Compagnie de Distribution de Material Electrique (CDME), the world's leading distributor of electrical supplies, based in Europe, calling for the issuance of approximately 6,236,000 shares of W&G common stock in exchange for certain assets and cash. The issuance to CDME of the shares is subject to certain conditions, including approval by Willcox & Gibbs' shareholders.
 As part of the agreement with Willcox & Gibbs, CDME would contribute through its subsidiary International Technical Distributors, Inc. its wholly owned subsidiary Southern Electric Supply Company, a distributor of electrical supplies in Mississippi, Louisiana, Florida, Tennessee, Oklahoma and Alabama with 1991 sales of $100 million. The acquisition of Southern Electric would be made for approximately 4,037,000 W&G shares.
 The remaining approximately 2,199,000 W&G shares would be acquired by CDME for approximately $6 per share, the proceeds of which will improve W&G's liquidity. Such improved liquidity will enable W&G to expand its distribution businesses, which in 1991 had sales of $418 million.
 In the spin-off of the covered yarn business, which operates in the United States, Canada and through its French subsidiary throughout Europe, Willcox & Gibbs' shareholders would receive one share of the covered yarn operation for each share of W&G stock they owned.
 Richard Mackey, currently president of W&G, would relinquish that position to become chairman of the covered yarn operation. Barry Setzer, a vice president of W&G and president of the covered yarn operation, would continue as president and chief operating officer of covered yarn.
 With regard to the distribution businesses, John K. Ziegler, chairman and chief executive officer of Willcox & Gibbs, stated that "After the completion of this program, Willcox & Gibbs will be positioned to focused its energies on its electrical distribution businesses, which would be among the United States' six largest distributors of electrical supplies." Upon completion of the acquisition, Willcox & Gibbs' distribution business will have over 100 outlets in 14 states.
 As part of the program, Willcox & Gibbs' board of directors will be expanded to 10 from nine members and will include three nominees from CDME.
 For its part, CDME has agreed to limit its ownership in Willcox & Gibbs to no more than 30 percent for three years after the closing; 35 percent during the fourth year and 40 percent during the fifth year.
 The completion of the spin-off of the covered yarn operations will be subject to certain conditions, including receipt of a ruling by the Internal Revenue Service that it will be tax-free to W&G shareholders and W&G and subject to the consent of certain Willcox & Gibbs creditors. The spin-off will not be declared if the transaction with CDME is not consumated.
 W&G's annual meeting, at which shareholders will vote on the issuance of the new shares, will not be held until after the Securities and Exchange Commission has cleared the company's proxy materials relating to the transaction. It is anticipated that the annual meeting would not be held prior to July 1992 and that the whole program will be completed before the end of the year.
 -0- 4/22/92
 /CONTACT: Richard J. Mackey, president of Willcox & Gibbs, 212-869-1800/
 (WG) CO: Willcox & Gibbs, Inc. ST: New York IN: TEX SU:


KD-PS -- NY121 -- 1561 04/22/92 19:22 EDT
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Date:Apr 22, 1992
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