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Non-Tech : Marker International MRKR Ski Bindings,clothing,snowboards -- Ignore unavailable to you. Want to Upgrade?

To: Oak Tree who wrote (289)	8/18/1999 3:38:00 PM
From: John R Resseger	Respond to of 360

. ACQUISITION OR DISPOSITION OF ASSETS. On July 30, 1999, Marker International (the "Company") entered into an asset purchase agreement (the "Purchase Agreement") with Marker International GmbH ("Newco"), providing for the sale by the Company of substantially all of its assets (including the equity securities of its subsidiaries) to Newco. In exchange, Newco will assume certain liabilities of the Company and the Company will receive a 15% equity interest in Newco. The remaining 85% equity interest in Newco will be held by CT Sports Holding AG ("CT"), a newly formed joint venture between Tecnica S.p.A. and H.D. Cleven, the principal shareholder of the Volkl Group. Pursuant to the terms of the Purchase Agreement, CT will contribute $15,000,000 in cash (subject to reduction by $1,025,501 as a result of the consummation of the sale of the 66.66% equity interest in Marker Canada, Ltd.) to Newco in consideration for an 85% equity interest in Newco. Newco is a GmbH organized under the laws of Switzerland and is currently a wholly-owned subsidiary of CT. In connection with the Purchase Agreement, the Company and CT will enter into an operating agreement which, among other things, will provide that CT will be granted an option (the "Option") to purchase the Company's 15% equity interest in Newco at any time on or after the second anniversary of the consummation date of the plan of reorganization at the then fair market value, subject to certain adjustments. The proceeds of the exercise of the Option will then be distributed to the shareholders of the Company in liquidation. The Purchase Agreement provides for the consummation of the sale to be effected through a pre-negotiated Chapter 11 bankruptcy proceeding and requires the Company to commence that bankruptcy proceeding by August 20, 1999. In connection therewith, the Company is preparing to file its petition for reorganization, obtain approval of its disclosure statement and commence its post-bankruptcy solicitation process. The Company has reached agreements-in-principle regarding the restructuring of its debt with certain of its creditors who are impaired under the plan of reorganization. The closing of the sale is expected to be consummated in the Company's third quarter subject to, among other things, the U.S. Bankruptcy Court's approval of the proposed sale and the court's confirmation of the Company's pre-negotiated bankruptcy plan of reorganization and the issuance of consents or waivers by various third parties.

To: Oak Tree who wrote (289)	8/23/1999 9:40:00 AM
From: John R Resseger	Read Replies (1) \| Respond to of 360

Pete Weaver, President of Marker International returned my phone call Friday 4:05 EST. We had a pleasant conversation. He was equally dumbfounded as I regarding the ineptness of the News story from Reuters and the sorry light Marker was placed in. He said the Bloomburg story was worse. Here is the real story. The next winter Olympics are in 2002. Hank Tauber is no longer an officer of Marker and has not been for over a year. Now the important stuff. 1. The banks are going kiss off around $30M in debt 2. Hanks preferred are not part of the remaining 15%. 3. T & C can not buy or sell for two years. 4. . Hank can't sell for 60 days. 5. Marker newco will have equity of $12M 6. Marker did win the manufacture?s cup again this year, and by a large margin. 7. Marker's bindings are the best. 8. Marker still owns the snowboard step-in binding and some cool snowboard technology.

To: Oak Tree who wrote (289)	9/29/1999 9:59:00 AM
From: John R Resseger	Read Replies (1) \| Respond to of 360

markerusa.com Marker has revamped their website. markerusa.com Oak Whadya think or dis edge control stuff? Ever trip to the Browns on a Saturday night when they were good?

To: Oak Tree who wrote (289)	10/18/1999 10:25:00 PM
From: John R Resseger	Read Replies (1) \| Respond to of 360

Final court approval is October 28th I believe. Far as I can tell the new Marker will be out of chapter 11 by the end of the month. The 11M shares of MRKR will represent 15% of the new company. Tecnica/Volkl has put at least $30M into this bailout. Banks took a $30M haircut. Former CEO took at 50% haircut on the preferred. 100% 0n preferred interest. Ex Ceo still owns big chunk of stock and is on the board. No chance stockholders will not approve the deal. Newco deal closes 10/31/99 Debt forgiveness takes place 10/31/99 total $30,938,958 US Company according to plan will report sales of $68M gross margins of $23M Operating income $261K net income $26,474,300. March 2000 plan shows currant assets $40M - total assets $49M Current liabilities $28.7M - Long term $8.7M Stockholder equity $11.4M Plan shows 3/31/2001 Sales $76M operating income $5.6M Net $2.5M 2002 sales $80M net $3.2M Equity $17.2M

To: Oak Tree who wrote (289)	10/21/1999 7:22:00 PM
From: John R Resseger	Read Replies (1) \| Respond to of 360

Called Marker today. H T and Ralino family are all voting to accept. Tecnica/Volkl wanted to buy Marker out right. The major stockholders felt the offer unfairly took advantage of Marker's temporary financial predicament. The plan now is that two years from the close of 11/1/99 Volki/Tecnica has a three-year window to buy the remaining 15%. In the mean time that 15% will continue to trade on the BB under the present symbol. An independent appraisal will determine the price they pay if they wish to take it private. They may not sell any of their 85% for two years. They could after two years decide to list the stock and sell some of their shares. This does not seem to be their intent. If it snows like hell the company could be worth quite allot two years from now. Figure the 2002 Winter Olympics in Salt Lake City Utah, Marker's Headquarters and distribution center. Ben has neurological degeneration and swaggers through the swamp. I may have to carry all 95lbs up the hill later.

To: Oak Tree who wrote (289)	12/7/1999 11:53:00 PM
From: John R Resseger	Read Replies (1) \| Respond to of 360

Monday December 6, 6:04 pm Eastern Time Company Press Release Marker International Announces Completion of Sale SALT LAKE CITY--(BUSINESS WIRE)--Dec. 6, 1999--Marker International (OTC Bulletin Board: MRKR - news) a leading manufacturer and marketer of alpine ski bindings, Monday announced that it consummated the previously announced sale of substantially all of its assets (including the equity securities of its subsidiaries) to Marker International GmbH, a Swiss GmbH, 85% of which is owned by CT Sports Holding AG, a joint venture between Tecnica S.p.A. and H.D. Cleven, the principal shareholder of the Volkl Group. CT Sports Holding AG transferred approximately $14.0 million, in a combination of debt and equity, to Marker International GmbH in consideration for its 85% equity interest. In exchange for substantially all its assets, Marker International received the remaining 15% equity interest in Marker International GmbH. The sale was effected through a pre-negotiated voluntary reorganization of Marker International under Chapter 11 of the United States Bankruptcy Code, which was confirmed by the United States Bankruptcy Court for the District of Delaware on Oct. 27, 1999. Marker International also announced that it is changing its name to MKR Holdings. The trading symbol for its common stock will remain the same. Chief Executive Officer of Marker International GmbH, Peter Weaver commented on the completion of the sale, ``When we structured the new investment in Marker, we had two objectives - solving immediate credit problems and finding a long term strategic partner for our products. ``We intend to continue the tradition of innovation and technical performance in Marker products so that customers have a reason to choose our products. At the same time, we are utilizing the synergy of the brands. The individual brands - Marker, Tecnica and Volkl - will remain strong in their own right, and the companies will be able to cooperate effectively in research, development, sales and marketing.' CT Sports Holding AG has the option to purchase Marker International's 15% equity interest in Marker International GmbH at any time on or after the second anniversary of the consummation date of Marker's plan of reorganization at the then fair market value, subject to certain reductions as referenced in the asset purchase agreement. As contemplated by the asset purchase agreement and the plan of reorganization, Marker International will no longer be engaged in the conduct of business and will operate for the sole purpose of holding and subsequently liquidating its assets (including, without limitation, its 15% equity interest in Marker International GmbH). If CT does not exercise its option, Marker International is required to dissolve and liquidate all of its assets no earlier than Nov. 30, 2002, and no later than Nov. 30, 2004. Upon liquidation the shareholders of Marker International will receive an equity interest in Marker International GmbH equal to each shareholder's pro rata share of the Marker's 15% equity interest in Marker International GmbH. Marker management, research, development and production are based in Eschenlohe, Germany. Founded in 1952, by Hannes Marker, the company continues its leadership role in bringing new technology to ski equipment. Certain statements included above which are not statements of historical fact are intended to be, and are hereby identified as, ``forward-looking statements' as defined in the Securities Exchange Act of 1934, as amended, and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Marker International to be materially different from any future results, performance or achievement expressed or implied by such forward-looking statements. -------------------------------------------------------------------------------- Contact: Marker International GmbH Peter Weaver, 801/972-2100 Fax: 801/972-1011 or Marker International (MKR Holdings) Kevin Hardy, 801/972-2100 Fax: 801/972-1011