March 01, 2004
Brynwood Partners III L.P. to Sell Lincoln Snacks Company to Willis Stein & Partners

Brynwood Partners ("Brynwood") a private investment firm, today announced that it has completed the sale of Lincoln Snacks Company ("Lincoln Snacks" or the "Company") to Willis Stein & Partners ("Willis Stein"), a Chicago-based private equity investment firm with approximately $3 billion in assets under management. The financial terms of the transaction were not disclosed.

Lincoln Snacks is a leading manufacturer of caramelized popcorn and nut based snacks under the well-known brand names POPPYCOCK®, POPPYCOCK® JUST THE NUTS™, FIDDLE FADDLE®, and SCREAMING YELLOW ZONKERS®. Brynwood purchased a controlling interest in publicly held Lincoln in 1998 and subsequently took Lincoln private in October 2001.

As part of the transaction, Hendrick J. Hartong, III, the Lincoln Snacks President and Chief Executive Officer during Brynwood's ownership, will be leaving the company. In addition, Brynwood will retain the Signature Snacks Company and the FLIPZ® candy-coated pretzel and graham cracker business after the sale of Lincoln Snacks to Willis Stein & Partners. FLIPZ® was acquired by Signature Snacks Company ("Signature Snacks"), a former wholly-owned subsidiary of Lincoln Snacks in June 2003 from Nestle USA. Mr. Hartong III will continue to oversee Signature Snacks, the makers of the FLIPZ® brand, and following the transition will join Brynwood Partners as a General Partner. David D. Clarke and other former members of Lincoln Snacks' management team will also remain with Signature Snacks which will continue to be based in Stamford, CT.

"We are delighted with the sale of Lincoln Snacks to Willis Stein," said Mr. Hartong III. "Lincoln Snacks has become a major player in the snack food arena during the past six years, capturing the number one market share position in the ready-to-eat caramelized popcorn category. We look forward to working with Willis Stein on a smooth transition of the Lincoln Snacks business."

Sawaya Segalas & Co., LLC, a leading consumer products investment banking firm, served as exclusive financial advisor to Lincoln Snacks and Brynwood Partners on this transaction. Willis Stein was advised by Mesirow Financial on the acquisition.