PW Eagle Announces Strategic InitiativeCompany Integrates Management Teams, Separates PE Pipe Business and Announces Targeted Assets Sales to Reduce Debt; Conference Call and Webcast Scheduled for October 6, 2003 at 2:30 p.m. Central TimeMINNEAPOLIS October 2, 2003 PW Eagle, Inc. (Nasdaq-NMS: PWEI) today announced various comprehensive strategic developments to increase the value of the Company. The announcements regard certain changes to improve operating efficiencies and reduce costs, and to various financial transactions and initiatives to improve the Companys balance sheet. The Company also announced that it has completed several objectives in connection with this initiative and that it was confident that it will complete the remainder of the goals of this initiative over the next several months. The anticipated operational changes include centralizing and integrating the management team, integrating the PW Pipe and Extrusion Technologies (ETI) business units and focusing on its core PVC pipe business by divesting and spinning off its non-core businesses. The strategy is designed in part to strengthen PW Eagles balance sheet by reducing debt through the sale of non-core assets, raising additional equity, and reducing or eliminating the Companys subordinated debt. The Company also anticipates increasing its liquidity through a revised, enhanced senior credit facility. Taking these actions will deleverage the Company and provide the Company with increased operational flexibility to pursue growth opportunities in its core PVC pipe business. Single Integrated Management Team In announcing these changes, Chief Executive Officer William Spell said, One of the real strengths of PW Eagle is the breadth and depth of its senior management team. We are very pleased with the unified team that we now have in place to focus on our strategy of growing our sales and making PW Eagle an even more efficient and low cost producer of PVC pipe. Jerry Dukes, our new President, has had a long and successful career in the PVC pipe industry, including 15 years at ETI. We believe that he is a strong leader who can successfully integrate PW Pipe and ETI and lead PW Eagle forward. We are also pleased that Scott Long is available to move into the CFO position. Both Jerry and Scott have experience in all aspects of our business including sales, operations and finance. PW Eagle also anticipates that after a transition period during which the new management team completes the integration of the businesses, many of the day-to-day responsibilities of Mr. Spell, and Dobson West, the Chief Administrative Officer and General Counsel, will be transferred to the operating management team. While the membership of the Companys Board of Directors will remain unchanged, Mr. Spell will become Co-Chairman with Harry Spell, the current Chairman. In that capacity Mr. Spell will focus on monitoring the management team, maintaining critical financial and other relationships and addressing strategic matters. Mr. West will continue as the Secretary advising the Board and assisting with various issues and special projects. After a transition period, PW Eagle expects that its corporate headquarters will also move to Eugene, Oregon. In commenting on these management changes, Mr. Spell said, By integrating the management teams and centralizing both the operational and corporate headquarters functions in Eugene, PW Eagle will be a stronger, more efficient company. These changes will not only reduce expenses but we believe they will also accelerate the decision making process and improve the Companys performance. My future role and the activities that I will be involved with are consistent with those functions in other companies where I am a board member and significant shareholder. Integration of the PW Pipe and ETI Business Units Sale of MidStates Plastics, Inc. Additional Potential Asset Sales The Company is in discussions with a potential buyer for a sale/leaseback transaction for the PW Eagle facilities located in Visalia, California and Sunnyside, Washington. The Company believes that it will be able to complete this transaction in the fourth quarter of 2003. PW Eagle is also in discussions with a potential buyer for the Hastings, Nebraska and Baker City, Oregon facilities that have been leased to PW Poly. The Company believes that it will be able to conclude the sales of these properties in the fourth quarter of 2003. These sales will all provide additional cash that will be used to reduce the Companys senior bank debt. Separation of the Polyethylene Pipe Business PW Polys Board of Directors will consist of William Spell, Harry Spell and Bruce Richard, all members of the Board of PW Eagle. Larry Fleming, who has been the President of the PW Poly division, will be the President of our new PW Poly subsidiary. The PW Eagle employees who worked in the PW Poly division have become employees of PW Poly. In addition, PW Poly has established its own administrative infrastructure to operate as a stand-alone entity, although it will continue to share some functions with PW Eagle for a period of time. PW Poly, together with an affiliate of William Blair Mezzanine Capital Partners and members of the management team of the acquired company, has acquired the business of W.L. Plastics, LLC. In the transaction, PW Poly will receive an equity interest in W.L. Plastics and will have the right to increase its equity ownership in W.L. Plastics to approximately 30% on a fully diluted basis by acquiring additional equity between now and January 16, 2004. PW Poly focuses on extruding small diameter polyethylene pipe in sizes up to 8 inches in diameter. While there is some overlap in sizes, W.L. Plastics focuses primarily on extruding larger diameter polyethylene pipe with the bulk of its products currently in the 8-inch to 24-inch diameter sizes. While the two businesses do not have common ownership, they do anticipate cooperating in ways that should benefit both companies. In order to maximize the value of PW Poly, including its investment in W.L. Plastics, management believes that it is important that it be separated entirely from the PVC pipe business. As a result, PW Eagle intends spin-off the PW Poly shares to the PW Eagle shareholders. PW Eagle anticipates that it will distribute one share of PW Poly stock for each share of PW Eagle stock held by those shareholders of PW Eagle who beneficially own 8,000 shares or more of PW Eagle stock. Those shareholders of PW Eagle who beneficially own less than 8,000 shares will receive a cash distribution for each of their shares of PW Eagle stock in an amount equal to the value of a share of PW Poly stock. The exact amount of the cash dividend has not been finalized. The Company expects to announce the full details of the transaction later this fall and expects that the distribution will occur most likely during January 2004. To raise the funds necessary to make the cash dividend, PW Eagle intends to sell shares of PW Poly to a limited number of accredited investors in a private sale. As a result, those shareholders of PW Eagle who beneficially own at least 8,000 shares of PW Eagle will own the same percentage of PW Poly on a fully diluted basis as they own of PW Eagle on a fully diluted basis. Those shareholders of PW Eagle who beneficially own less than 8,000 shares of PW Eagle will not own any portion of PW Poly, but will receive a cash dividend with a value on a per share basis equal to the value of a share of PW Poly. The holders of warrants to acquire PW Eagle stock will receive shares of PW Poly on the same basis they would have received if they had already exercised the warrants. The holders of options to acquire PW Eagle stock will receive an option to acquire a similar number of shares of PW Poly. This distribution of PW Poly shares or cash to the shareholders of PW Eagle stock is subject to final approval by an independent committee of the Board of Directors of PW Eagle, the issuance of an opinion as to the PW Eagle independent committee as to the value of PW Poly by an independent investment banker, the approval of the transaction by PW Eagles lenders and certain governmental approvals and the private sale of some of the shares of PW Poly by PW Eagle to raise the cash necessary to make the cash distribution. The Company anticipates that all of these conditions will be satisfied and the distribution of PW Poly shares and cash will occur within 90 to 120 days. A record date for this transaction has not yet been established. This transaction will be a taxable event for PW Eagle and will also be a taxable event for the PW Eagle shareholders. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL ANY SECURITIES OF PW EAGLE OR PW POLY. Mr. Spell in commenting on the PW Poly transaction said, Although our polyethylene pipe business is a very nice small business, we do not believe that its value will be fully recognized as long as it is a part of PW Eagle. By making it a stand-alone business with its own management team, credit facility and infrastructure, it will have the ability to grow and prosper. The Board plans to grow PW Poly both organically and through acquisition in the small diameter polyethylene pipe business. This segment of the industry is very fragmented and provides a good opportunity to grow through acquisition. The distribution to the shareholders of PW Eagle will permit all PW Eagle shareholders to recognize the current value of PW Poly either by receiving shares of its stock or receiving an immediate cash distribution. This value is greatly enhanced by PW Polys interest in W.L. Plastics, which provides participation in the growing large diameter segment of the polyethylene pipe industry. Amended Credit Facilities Mr. Spell commented, I am pleased that both our senior and subordinated debt lenders have been willing to work with us through what has been a very difficult economic environment in our industry. While the economic conditions in our industry in the second and much of the third quarter have been at least as bad as those we faced in 2001, we have been able to maintain significant positive cash flow as a result of our restructuring and cost saving efforts in 2001 combined with our ongoing focus on improving our efficiency and reducing our costs. Additional Balance Sheet Plans Mr. Spell concluded, I am very excited about these strategic developments and am very optimistic about the future of PW Eagle. With the transactions and management changes that we announced today, we have made significant progress towards our goals of deleveraging the Company, strengthening our balance sheet, focusing on our core PVC pipe business, becoming an even more efficient and low cost producer and increasing our operational flexibility. We will continue to work to implement this strategy by pursuing the additional transactions that were announced today. Our plan for eliminating the subordinated debt, providing additional equity footing for the Company and entering into a senior credit facility will provide us with significantly more financial flexibility and should make PW Eagle a stronger company. We are confident that PW Eagle is positioned to take advantage of the improvement in the general economy and the continuing recovery in the plastic pipe industry. Conference Call and Webcast About the Company Information Available on our Website THIS PRESS RELEASE CONTAINS FORWARD-LOOKING INFORMATION AND ACTUAL RESULTS MAY DIFFER # # # |