SC 13E3/A

RULE 13e-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
[Amendment No. 1]

(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)

x a.

The filing of solicitation materials or information statement subject to Regulation 14A (17 CFR 240.14a-1 to 240.14b-2], Regulation 14C [17 CFR 240.14C-1 to 240.14c-101] or Rule 13e-3(c) [§240.13e-3(c)] under the Securities Exchange Act of 1934.

This calculation is based .00008090 multiplied by the transaction valuation above. For purposes of calculation of this fee only, this transaction valuation is based on the aggregate number of securities to which the transaction applies multiplied by the per unit price or other underlying value of the transaction. For purposes of calculating the aggregate number of securities only, this number is based on (i) 5,155,131 shares of Sylvan common stock outstanding and owned by stockholders; and (ii) outstanding stock options to purchase an aggregate of 467,469 shares of Sylvan common stock which will be cashed out in the transaction. For purposes of calculating the per unit price, this price is based on the assumption that (i) each outstanding share of common stock owned by stockholders will be converted into the right to receive $12.25 in cash, without interest, and (ii) each outstanding stock option to purchase shares of Sylvan common stock with a per share exercise price less than $12.25 will be converted into the right to receive a cash payment equal to (a) the difference between $12.25 and the per share exercise price for the shares of common stock subject to such stock option, multiplied by (b) the number of shares of common stock underlying each such stock option.

Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

This Amendment No. 1 to Rule 13e-3 Transaction Statement on Schedule 13E-3 is being filed by (i) Sylvan Inc. (“Sylvan”), a Nevada corporation and the issuer of the equity securities which are the subject of the Rule 13e-3 transaction, (ii) Snyder Associated Companies, Inc. (“Snyder”), a Pennsylvania, corporation, (iii) SAC Holding Co. (“Merger Sub”), a corporation owned by Snyder, and (iv) Dennis C. Zensen, Sylvan’s president, chief executive officer and chairman of its board of directors, and an anticipated director and officer of, and investor in, the surviving corporation of the merger described below.

This Schedule relates to the Agreement and Plan of Merger, dated November 16, 2003, among Sylvan, Snyder and Merger Sub. Pursuant to the merger agreement, Merger Sub will be merged with and into Sylvan, with Sylvan continuing as the surviving corporation. Each share of common stock, of Merger Sub issued and outstanding immediately prior to the effectiveness of the merger will be converted into and become one share of common stock of the surviving corporation. All shares of Sylvan common stock issued and outstanding immediately prior to the effectiveness of the merger (other than any shares held by Snyder or any of its subsidiaries, including Merger Sub) will be converted into the right to receive in cash from Snyder an amount equal to $12.25 per share. Each Sylvan stock option granted under any employee stock option or compensation plan or other arrangement will be canceled, and the holders will be entitled to receive, for each option surrendered (whether or not previously vested), an amount in cash determined by multiplying (i) the excess (if any) of the applicable merger consideration over the applicable exercise price of such stock option by (ii) the number of shares of common stock the holder could have purchased (assuming full vesting of all options) had the holder of the stock option in full immediately prior to the effectiveness of the merger.

Concurrently with the filing of this Amendment No. 1 to the Schedule, Sylvan is filing with the Securities and Exchange Commission a revised preliminary version of the proxy statement under Regulation 14A of the Securities Exchange Act of 1934, as amended, relating to the special meeting of stockholders of Sylvan at which the stockholders of Sylvan will consider and vote to approve the merger agreement and merger.

A copy of the revised preliminary proxy statement is attached hereto as Exhibit (a)(3)(A) and a copy of the merger agreement is attached as Appendix A to the preliminary proxy statement. All references in this Schedule 13E-3 to Items numbered 1001 through 1016 are references to Items contained in Regulation M-A under the Exchange Act of 1934.

The information contained in the revised preliminary proxy statement, including all appendices thereto, is hereby expressly incorporated herein by reference. The information contained in this schedule and/or the proxy statement concerning (i) Sylvan was supplied by Sylvan and (ii) each other filing person was supplied by such filing person. As of the date hereof, the proxy statement is in preliminary form and is subject to completion.

The information set forth under the captions “Summary Term Sheet” and “Questions and Answers About the Merger” in the Proxy Statement is incorporated by reference.


(a)		Name and Address. The information set forth under the caption “Summary Term Sheet — Transaction Participants — Sylvan Inc.” of the Proxy Statement is incorporated by reference.

(b)		Securities. The information set forth under the caption “Information Concerning the Special Meeting — Record Date; Voting Rights” of the Proxy Statement is incorporated by reference.

(c)		Trading Market and Price. The information set forth under the caption “Information About Sylvan — Market for Registrant’s Common Equity and Related Stockholder Matters” of the Proxy Statement is incorporated by reference.

(d)		Dividends. The information set forth under the caption “Information About Sylvan — Market for Registrant’s Common Equity and Related Stockholder Matters” of the Proxy Statement is incorporated by reference.

(e)		Prior Public Offerings. The information set forth under the caption “Common Stock Purchase Information — Prior Public Offerings” of the Proxy Statement is incorporated by reference.


(a)		Name and Address. The information set forth under the captions “Summary Term Sheet — Transaction Participants” and “Information Concerning Snyder, Merger Sub and their Controlling Persons” of the Proxy Statement is incorporated by reference.

(b)		Business and Background of Entities. The information set forth under the captions “Summary Term Sheet — Transaction Participants”; and “Information Concerning Snyder, Merger Sub and Their Controlling Persons” of the Proxy Statement is incorporated by reference.

(c)(1)-(5)		Business and Background of Natural Persons. The information required by this item with respect to Sylvan is set forth under the caption “Summary Term Sheet — Executive Officers and Directors of the Parties — Sylvan” of the Proxy Statement and is incorporated by reference. The information required by this item with respect to Snyder is set forth under the captions “Summary Term Sheet — Executive Officers and Directors of the Parties — Snyder Associated Companies, Inc.” and “Information Concerning Snyder, Merger Sub and their Controlling Persons” of the Proxy Statement and is incorporated by reference. The information required by this item with respect to Merger Sub is set forth under the captions “Summary Term Sheet — Executive Officers and Directors of the Parties — SAC Holding Co.” and “Information Concerning Snyder, Merger Sub and their Controlling Persons” of the Proxy Statement and is incorporated by reference. The information required by this item with respect to Mr. Zensen is set forth under the captions “Summary Term Sheet — Transaction Participants — Dennis C. Zensen” and “Current Directors and Executive Officers of Sylvan” of the Proxy Statement and is incorporated by reference.


(a)(2)		Material Terms. The information set forth under the captions “Summary Term Sheet”; “Questions and Answers About the Merger”; “Special Factors — Purpose and Reasons for the Merger; Fairness of the Merger”; “Special Factors — Consequences of the Merger”; “Special Factors — Material Federal Income Tax Consequences”; “The Merger Agreement”; “Voting Agreement with Wynnefield Group”; “Stock Purchase Agreement Among Steel Partners, Merger Sub and Snyder”; “Information Concerning the Special Meeting — Voting Procedures; Vote Required”; “Special Factors — Sylvan’s Reason for the Merger”; “Special Factors — The Snyder Entities, Reasons for the Merger”; and “Special Factors — Dennis C. Zedsen’s Reason for the Merger” of the Proxy Statement is incorporated by reference.

(c)		Different Terms. The information set forth under the captions “Special Factors — Interests of Certain Persons in the Merger” and “Special Factors — Consequences of the Merger” of the Proxy Statement is incorporated by reference.

(d)		Appraisal Rights. The information set forth under the caption “No Dissenters’ or Appraisal Rights” of the Proxy Statement is incorporated by reference.

(e)		Provisions for Unaffiliated Security Holders. The information set forth under the caption “Special Factors — Provisions for Unaffiliated Securityholders” is incorporated by reference.

(f)		Eligibility for Listing or Trading. Not applicable.


(a)		Transactions. The information set forth under the captions “Voting Agreement with Wynnefield Group”; “Stock Purchase Agreement Among Steel Partners, Merger Sub and Snyder”; “Common Stock Purchase Information”; and “Certain Agreements and Understandings Related to Merger Sub and the Surviving Corporation” of the Proxy Statement is incorporated by reference.

(b)		Significant Corporate Events. The information set forth under the captions “Special Factors — Background of the Merger” and “Special Factors — Purpose and Reasons for the Merger; Fairness of the Merger” of the Proxy Statement is incorporated by reference.

(c)		Negotiations or Contacts. The information set forth under the captions “Special Factors — Background of the Merger” of the Proxy Statement is incorporated by reference.


(b)		Use of Securities Acquired. The information set forth under the captions “Special Factors — Consequences of the Merger” and “Questions and Answers About the Merger — What Will Happen to the Market for Sylvan Common Stock after the Merger” of the Proxy Statement is incorporated by reference.

(c)(1)-(8)		Plans. The information set forth under the captions “Summary Term Sheet”; “Questions and Answers About the Merger”; “Special Factors — Background of the Merger”; “Special Factors — Purpose and Reasons for the Merger; Fairness of the Merger”; “Special Factors — Interests of Certain Persons in the Merger — Directors and Executive Officers of the Surviving Corporation”; “Special Factors — Consequences of the Merger”; “Special Factors — Plans for Sylvan After the Merger”; and “Management of Snyder Following the Merger” of the Proxy Statement is incorporated by reference.


(a)		Purposes of the Merger. The information set forth under the captions “Special Factors — Purpose and Reasons for the Merger; Fairness of the Merger — Sylvan’s Reasons for the Merger”; “Special Factors — Purpose and Reasons for the Merger; Fairness of the Merger — The Snyder Entities’ Position as to the Fairness of the Merger”; “Special Factors — Purpose and Reasons for the Merger; Fairness of the Merger — The Snyder Entities’ Reasons for the Merger”; “Special Factors — Purpose and Reasons for the Merger; Fairness of the Merger — Dennis C. Zensen’s Position as to the Fairness of the Merger”; and “Special Factors — Purpose and Reasons for the Merger; Fairness of the Merger — Dennis C. Zensen’s Reasons for the Merger” of the Proxy Statement is incorporated by reference.

(b)		Alternatives. The information set forth under the captions “Special Factors — Background of the Merger” and “Special Factors — Purpose and Reasons for the Merger; Fairness of the Merger” of the Proxy Statement is incorporated by reference.

(c)		Reasons. The information set forth under the captions “Special Factors — Purpose and Reasons for the Merger; Fairness of the Merger — Sylvan’s Reasons for the Merger”; “Special Factors — Purpose and Reasons for the Merger; Fairness of the Merger — The Snyder Entities’ Reasons for the Merger”; and “Special Factors — Purpose and Reasons for the Merger; Fairness of the Merger — Dennis C. Zensen’s Reasons for the Merger” of the Proxy Statement is incorporated by reference.

(d)		Effects. The information set forth under the captions “Special Factors — Consequences of the Merger”; “Special Factors — Interests of Certain Persons in the Merger”; and “Special Factors — Material Federal Income Tax Consequences” of the Proxy Statement is incorporated by reference.


(a)		Fairness. The information set forth under the captions “Special Factors — Purpose and Reasons for the Merger; Fairness of the Merger — Determinations and Recommendations of the Special Committee and Sylvan Board of Directors; Fairness of the Merger”; “Special Factors — Purpose and Reasons for the Merger; Fairness of the Merger — Determinations and Recommendation of the Board of Directors”; “Special Factors — Purpose and Reasons for the Merger; Fairness of the Merger — The Snyder Entities’ Position as to the Fairness of the Merger”; and “Special Factors — Purpose and Reasons for the Merger; Fairness of the Merger — Dennis C. Zensen’s Position as to the Fairness of the Merger” of the Proxy Statement is incorporated by reference.

(b)		Factors Considered in Determining Fairness. The information set forth under the captions “Special Factors — Purpose and Reasons for the Merger; Fairness of the Merger — Determinations and Recommendations of the Special Committee and Sylvan Board of Directors; Fairness of the Merger”; “Special Factors — Purpose and Reasons for the Merger; Fairness of the Merger — Determinations and Recommendation of the Board of Directors”; “Special Factors — Purpose and Reasons for the Merger; Fairness of the Merger — The Snyder Entities’ Position as to the Fairness of the Merger”; and “Special Factors — Purpose and Reasons for the Merger; Fairness of the Merger — Dennis C. Zensen’s Position as to the Fairness of the Merger” of the Proxy Statement is incorporated by reference.

(c)		Approval of Security Holders. The information set forth under the caption “Information Concerning the Special Meeting — Voting Procedures; Vote Required — Vote Required” of the Proxy Statement is incorporated by reference.


(d)		Unaffiliated Representative. The information set forth under the captions “Summary Term Sheet”; “Special Factors — Background of the Merger” and “Special Factors — Purpose and Reasons for the Merger; Fairness of the Merger” of the Proxy Statement is incorporated by reference.

(e)		Approval of Directors. The information set forth under the caption “Special Factors — Purpose and Reasons for the Merger; Fairness of the Merger — Recommendation of the Board of Directors” of the Proxy Statement is incorporated by reference.

(f)		Other Offers. The information set forth under the caption “Special Factors — Background of the Merger” of the Proxy Statement is incorporated by reference.


(a)		Report, Opinion, or Appraisal. The information set forth under the caption “Special Factors — Opinions of the Financial Advisors for the Special Committee” of the Proxy Statement is incorporated by reference.

(b)		Preparer and Summary of the Report, Opinion, or Appraisal. The information set forth under the captions “Special Factors — Opinions of Financial Advisors for the Special Committee — Lane, Berry & Co. International, LLC”; “Special Factors — Opinions of Financial Advisors for the Special Committee — Morgan Joseph & Co. Inc.”; and “Special Factors — Fees and Expenses” of the Proxy Statement is incorporated by reference.

(c)		Availability of Documents. The information set forth under the captions “Special Factors — Opinions of Financial Advisors for the Special Committee” and “Where You Can Find More Information” of the Proxy Statement is incorporated by reference.


(a)		Source of Funds. The information set forth under the captions “Special Factors — Source and Amount of Funds; Financing for the Merger”; and “Certain Agreements and Understandings Related to Merger Sub and the Surviving Corporation” of the Proxy Statement is incorporated by reference.

(b)		Conditions. Not applicable.

(c)		Expenses. The information set forth under the caption “Special Factors — Fees and Expenses” of the Proxy Statement is incorporated by reference.

(d)		Borrowed Funds. The information set forth under the captions “Special Factors — Source and Amount of Funds; Financing for the Merger” and “Certain Agreements and Understandings Related to Merger Sub and the Surviving Corporation” of the Proxy Statement is incorporated by reference.


(a)		Securities Ownership. The information set forth under the captions “Security Ownership of Certain Beneficial Owners”; “Security Ownership of Management”; “Security Ownership of the Snyder Entities and Their Controlling Persons”; and “Information Concerning Snyder, Merger Sub and Their Controlling Persons” of the Proxy Statement is incorporated by reference.

(b)		Securities Transactions. The information set forth under the caption “Common Stock Purchase Information” of the Proxy Statement is incorporated by reference.


		Agreement with Wynnefield Group”; “Special Factors — Purpose and Reasons for the Merger; Fairness of the Merger”; “Information Concerning Snyder, Merger Sub and Their Controlling Persons”; and “Information Concerning Dennis C. Zensen” of the Proxy Statement is incorporated by reference.

(e)		Recommendations of Others. The information set forth under the captions “Special Factors — Background of the Merger”; “Special Factors — Purpose and Reasons for the Merger; Fairness of the Merger” and “Interests of Certain Persons in the Merger” of the Proxy Statement is incorporated by reference.


(a)		Financial Information. The information set forth under the caption “Information About Sylvan” of the Proxy Statement and the financial statements and accompanying notes beginning on Page F-1 of the Proxy Statement are incorporated by reference.

(b)		Pro Forma Information. No pro forma information to the proposed merger is provided because the filing persons do not believe such information is material to the stockholders in evaluating the proposed merger since (i) the proposed merger consideration is all cash, (ii) there are no conditions to financing, and (iii) if the proposed merger is completed, the common stock of Sylvan will cease to be publicly traded.


(a)(2)		Preliminary copy of Notice of Special Meeting of Stockholders, incorporated by reference to Schedule 14A filed by Sylvan Inc. on February 24, 2004.

(a)(3)(A)		Preliminary Proxy Statement, incorporated by reference to Schedule 14A filed by Sylvan Inc. on February 24, 2004.

(a)(3)(B)		Form of Proxy Card to be sent to stockholders filed on February 24, 2004 along with Exhibit (a)(3)(A), incorporated by reference to Schedule 14A filed by Sylvan, Inc. on February 24, 2004.

(c)(1)		Opinion of Lane, Berry & Co. International, LLC dated November 16, 2003 and Opinion of Morgan Joseph & Co. Inc. dated November 16, 2003 included as Appendices C and D, respectively, to the preliminary Proxy Statement, which is filed herewith as Exhibit (a)(3)(A).

(c)(2)		Materials prepared by Lane, Berry & Co. International, LLC and presented to the Special Committee of the Board on November 16, 2003.

(c)(3)		Materials prepared by Morgan Joseph & Co. Inc. and presented to the Special Committee of the Board on November 16, 2003.

(c)(4)		Materials prepared by Morgan Joseph & Co. Inc., and presented to the Special Committee of the Board on November 11, 2003.

(c)(5)		Materials prepared by Morgan Joseph & Co. Inc., and presented to the Special Committee of the Board on November 9, 2003.

(c)(6)		Materials prepared by Morgan Joseph & Co. Inc., and presented to the Special Committee of the Board on September 29, 2003.

(c)(7)		Materials prepared by Lane, Berry & Co. International, LLC and presented to the Special Committee of the Board on November 11, 2003.

(c)(8)		Materials prepared by Lane, Berry & Co. International, LLC and presented to the Special Committee of the Board on November 9, 2003.

(c)(9)		Materials prepared by Lane, Berry & Co. International, LLC and presented to the Special Committee of the Board on September 29, 2003.

(d)(1)		Agreement and Plan of Merger dated as of November 16, 2003 among Sylvan Inc., Snyder Associated Companies, Inc. and SAC Holding Co. included as Appendix A to the preliminary Proxy Statement, which is filed herewith as Exhibit (a)(3)(A).

(d)(2)		Voting Agreement dated as of November 16, 2003 by and among Snyder Associated Companies, Inc., Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. II, Wynnefield Small Cap Value Offshore Fund, Ltd. and Nelson Obus included as Appendix B to the preliminary Proxy Statement, which is filed herewith as Exhibit (a)(3)(A).

(d)(3)		Form of Master Capitalization Agreement made as of , 2004 among SAC Holding Co. and Investors named therein included as Appendix E to the preliminary Proxy Statement, which is filed herewith as Exhibit (a)(3)(A).

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

The signer hereby revokes all previous proxies for the special meeting, acknowledges receipt of the Notice of Special Meeting of Stockholders and Proxy Statement dated , 2004, and hereby ratifies all that the said proxies may do by virtue hereof.

Please date and sign exactly as your name appears hereon and return in the enclosed envelope. If acting as attorney, executor, administrator, guardian or trustee, please so indicate with your full title when signing. If a corporation, please sign in full corporate name, by a duly authorized officer. If shares are held jointly, each stockholder named should sign.

Internet and telephone voting is available though 11:59 PM Eastern Time
the day prior to the special meeting day.

Your Internet or telephone vote authorizes the named proxies to vote your
shares in the same manner as if you marked, signed and returned your proxy card.

Internet
http://www.eproxy.com/syln
Use the Internet to vote your proxy. Have your proxy card in hand when you
access the web site.

Telephone
1-800-435-6710
Use any touch-tone telephone to vote your proxy. Have your proxy card in hand
when you call.

Mail
Mark, sign and date
Your proxy card
and
Return it in the
Enclosed postage-paid
envelope.

If you vote your proxy by Internet or by telephone,
You do NOT need to mail back your proxy card.

SYLVAN INC.
PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE
SPECIAL MEETING OF STOCKHOLDERS

_____________________________; Pittsburgh, Pennsylvania
_____________, ___________________, 2004, 10:00 a.m.

The undersigned stockholder of Sylvan Inc. does hereby appoint Dennis C. Zensen, Donald A. Smith and Fred Y. Bennitt, or a majority of them who are present at the meeting, as proxies of the undersigned to vote at Sylvan’s special meeting of stockholders, to be held , 2004, and at all adjournments thereof, all the shares of Sylvan’s common stock which the undersigned may be entitled to vote on the matter set out on the reverse side of this card as described in the proxy statement and, at their discretion, only for matters presented at the meeting which were unknown to Sylvan a reasonable time before the solicitation.

The shares represented by this proxy will be voted as directed by the stockholder. If no direction is given, such shares will be voted “FOR” the approval of the Agreement and Plan of Merger and for the merger.

EX-99.C.2 4 j0476002exv99wcw2.txt SYLVAN DISCUSSION MATERIALS 11/16/03 EXHIBIT c(2) CONFIDENTIAL Discussion Materials For The Special Committee of [SYLVAN LOGO] November 16, 2003 [LANE, BERRY & CO. LOGO] [SYLVAN LOGO] DISCLAIMER - - The following materials have been prepared by Lane, Berry & Co. International ("LBCI") as part of a presentation being made to and at the request of the Special Committee of the Board of Directors of Sylvan Inc. ("Sylvan" or the "Company"). - - In preparing this presentation, we have assumed and relied, upon the accuracy and completeness of the financial and other information supplied or otherwise made available to us from public sources or by the Company and have not independently verified such information. We have neither obtained nor performed any independent valuation or appraisal of the assets or liabilities of the Company. In addition, the Company has not requested and we have not performed a liquidation analysis. - - Please note that this presentation is based on economic, market and other conditions as in effect on, and the information and agreements (or drafts thereof) made available to us as of, the date hereof and does not purport to take into consideration subsequent developments which may affect the information presented herein. LBCI does not have any obligation to update, revise, or reaffirm the information presented herein. - - This presentation has been prepared for the benefit and use of the Special Committee in connection with and for the purposes of its evaluation of the proposed transaction and is not on behalf of, and shall not confer rights or remedies upon, any person other than the Special Committee. - - In addition, this presentation does not constitute an opinion or recommendation to a stockholder of the Company on how to vote with respect to the proposed transaction. Further, we do not address the relative merits of the proposed transaction compared with other business strategies or alternative transactions that might be available to the Company, the Company's underlying business decision to proceed or effect the proposed transaction, or any other aspect of the proposed transaction. [LANE, BERRY & CO. LOGO] 2 [SYLVAN LOGO] AGENDA 1. Executive Summary 2. Summary of Proposed Transaction 3. Summary Background of Proposed Transaction 4. Overview of Sylvan 5. Analysis of Proposed Transaction 6. Valuation Overview 7. Conclusion [LANE, BERRY & CO. LOGO] 3 [SYLVAN LOGO] EXECUTIVE SUMMARY [LANE, BERRY & CO. LOGO] 4 [SYLVAN LOGO] INTRODUCTION - - Lane, Berry & Co. International ("LBCI") has been asked by the Special Committee of the Board of Directors (the "Special Committee") of Sylvan Inc. ("Sylvan" or the "Company") to opine as to the fairness, from a financial point of view, of the cash consideration to be received by the holders (other than Dennis Zensen, Virgil Jurgensmeyer, Monir Elzalaki, Roger Claypoole, Nelson Obus, Wynnefield Capital, Inc., Steel Partners II, L.P., Snyder Associated Companies, Inc., SAC Holding Company and their respective affiliates) of Sylvan's common stock (the "Common Stockholders") pursuant to the merger (as described in the draft Agreement and Plan of Merger dated November 10, 2003 (the "Merger Agreement"), among the Company, Snyder Associated Companies, Inc. ("Parent" or the "Snyder Group") and SAC Holding Company ("Sub")) (the "Proposed Transaction") - - In conducting our analysis, we have analyzed, among other things, the following: - The Merger Agreement - The results of the first sales process conducted by LBCI between April 2002 and December 2002 - The results of the second sales process conducted between April 2003 and November 2003 - The Company's Annual Reports on Form 10-K and the Company's Quarterly Reports on Form 10-Q - Certain internal information and other data relating to the Company, including standalone forecasts and projections prepared and provided to us by management of the Company - Certain other publicly available information concerning the Company and the trading markets for the Company's common stock - Certain publicly available information concerning other companies engaged in businesses which we believe to be generally comparable to the Company and the trading markets for certain of such other companies - Certain publicly available information concerning the terms of recent business combinations which we believe to be relevant - - We have also interviewed certain senior management of the Company concerning the business and operations, present condition and future prospects of the Company and undertook other studies, analyses and investigations as we deemed appropriate under the circumstances [LANE, BERRY & CO. LOGO] 5 [SYLVAN LOGO] EXECUTIVE SUMMARY - - SUMMARY OF PROPOSED TRANSACTION - The Snyder Group has proposed to purchase all the outstanding shares of common stock (not owned by Parent or any subsidiary of Parent), par value $0.001 per share (the "Common Stock"), in a one-step cash merger - After the Proposed Transaction, Sylvan will become a privately held corporation - - CONSIDERATION FOR THE PROPOSED TRANSACTION - At the effective time, i.e. the date of consummation of the Proposed Transaction, the Common Stockholders will receive $12.25 in cash for each share of Common Stock (the "Merger Consideration") which aggregates to $64.2 million - The Snyder Group is expected to contribute up to $56.5 million as equity (1) - Roger Claypoole is expected to contribute up to $1.0 million as equity (1) - Sylvan management is expected to contribute up to $9.2 million through a rollover of a portion or all of its equity (1) - The remaining source of funds will come from Citizens Bank or an alternative senior lender (1) - - PROCESS & TIMING OF THE PROPOSED TRANSACTION - Sign the definitive Merger Agreement the week beginning November 16, 2003 - File proxy statement with the SEC by early December 2003 - Receive approval from the SEC and mail proxies to the stockholders by late January 2004 or early February 2004 - Hold special meeting and stockholder vote in February or March 2004 - Proposed Transaction closes during Q1'2004 (1) Per the Snyder Group's proposed sources and uses of funds. [LANE, BERRY & CO. LOGO] 6 [SYLVAN LOGO] SUMMARY OF PROPOSED TRANSACTION [LANE, BERRY & CO. LOGO] 7 [SYLVAN LOGO] SUMMARY OF KEY TERMS OF THE PROPOSED TRANSACTION THE PROPOSED TRANSACTION INCLUDES THE FOLLOWING KEY ELEMENTS WHICH ARE TAKEN FROM THE DRAFT MERGER AGREEMENT DATED AS OF NOVEMBER 10, 2003 BY AND AMONG THE COMPANY, PARENT AND SUB: MERGER CONSIDERATION - The Common Stockholders receive $12.25 in cash for each share of Common Stock - Sylvan management is expected to contribute up to $9.2 million through a rollover of a portion or all of its equity - All outstanding and unexercised options to purchase shares of Common Stock that have exercise prices less than the Merger Consideration (as defined in the Merger Agreement) shall be cancelled and exchanged for the right to receive a cash amount equal to the difference between the Merger Consideration and the per share exercise price of such option TRANSACTION STRUCTURE - Reverse triangular merger (i.e. merger of Sub, a wholly owned subsidiary of Parent, with and into the Company, with the Company being the surviving entity) PRINCIPAL CONDITIONS TO CLOSING - Stockholder vote approval - Wynnefield Capital must sign a voting agreement and Steel Partners must sign a stock purchase agreement simultaneously with the signing of the definitive Merger Agreement - Customary representations and warranties of the Company, Parent and Sub remain true and correct with only such exceptions as do not in the aggregate have a material adverse effect (as defined in the Merger Agreement) - Since June 30, 2003, there shall not have been any change, circumstance or event which constitutes, has resulted in, or that would reasonably be likely to result in, a material adverse effect (as defined in the Merger Agreement) - Other customary approvals, consents, waivers and clearances (e.g. HSR) [LANE, BERRY & CO. LOGO] 8 [SYLVAN LOGO] SUMMARY OF KEY TERMS OF THE PROPOSED TRANSACTION (CONT'D) THE PROPOSED TRANSACTION INCLUDES THE FOLLOWING KEY ELEMENTS WHICH ARE TAKEN FROM THE DRAFT MERGER AGREEMENT DATED AS OF NOVEMBER 10, 2003 BY AND AMONG THE COMPANY, PARENT AND SUB: TERMINATION/BREAK-UP FEE - The Merger Agreement may be terminated and the Proposed Transaction may be abandoned, at any time prior to the Effective Time, in the following circumstances: - By mutual written agreement of the Company, Parent and Sub - By either the Company or Parent if the Merger Agreement is not approved and adopted by the Common Stockholders - By judgment or injunction - By material breach of either Parent or Company - By either the Company or Parent if the Proposed Transaction has not been consummated on or before May 1, 2004 - Upon the occurrence of certain events listed below, the Merger Agreement will be terminated and the Company will pay $2.0 million as a break-up fee to Parent and will pay up to $500,000 to Parent for expense reimbursements: - Lack or withdrawal of Board of Directors or Special Committee recommendation - No stockholder meeting is held within 30 business days of proxy's clearance with the SEC - The Company enters into a Superior Proposal (as defined within the Merger Agreement) - Consummation of certain transactions within 12 months of termination pursuant to lack of stockholder approval - Parent shall be entitled to expense reimbursement in the event the Merger Agreement is not approved and adopted by the Common Stockholders [LANE, BERRY & CO. LOGO] 9 [SYLVAN LOGO] SUMMARY BACKGROUND OF PROPOSED TRANSACTION [LANE, BERRY & CO. LOGO] 10 [SYLVAN LOGO] BACKGROUND OF PROPOSED TRANSACTION APRIL 2002 - Special Committee retains LBCI to explore strategic alternatives - LBCI performs business and financial due diligence MAY 2002 - LBCI continues to perform business and financial due diligence - Sylvan issues a press release announcing the exploration of strategic alternatives process - Sylvan holds its stockholder meeting and LBCI provides an update to the Board of Directors JUNE 2002 - Special Committee decides to run a targeted sales process - LBCI together with the Company prepares sales process materials JULY 2002 - LBCI together with the Company receives final approval from the Board of Directors regarding the sales process materials - LBCI begins making calls to prospective buyers AUGUST 2002 - LBCI continues to make calls to prospective buyers; 35 parties were contacted - LBCI communicates bidding process and deadline to prospective buyers SEPTEMBER 2002 - Deadline for submitting non-binding indications of interest - Sylvan receives one non-binding indication of interest from American Securities Capital Partners at $10.00 - $11.00 per share - LBCI presents to the Board of Directors regarding the sales process and future strategic alternatives OCTOBER 2002 - Sylvan receives a second non-binding indication of interest from Cadigan Investment Partners at $12.50 - $13.50 per share (Cadigan Investment Partners subsequently verbally rescinded this non-binding indication of interest) - Dissatisfied with offers received, Sylvan issues a press release announcing a major share repurchase program and the completion of its review of strategic alternatives NOVEMBER 2002 - Sylvan announces Q3'02 financial results and lower 2002 earnings expectations due partially to increased competitive pressures in spawn operations DECEMBER 2002 - Sylvan terminates engagement with LBCI APRIL 2003 - Wynnefield Capital and Steel Partners announce in a 13D filing that they have formed a group and intend to nominate a new slate of directors through a proxy solicitation process - Sylvan issues a press release announcing that it received a non-binding indication of interest from the Snyder Group to acquire the Company at $11.00 per share and announces the formation of the Special Committee - Special Committee retains LBCI and Morgan Joseph as financial advisors - Wynnefield Capital and Steel Partners announce in a 13D filing that they will not agree to vote their shares in favor of the proposed Snyder Group buyout - LBCI and Morgan Joseph perform business and financial due diligence - Special Committee decides to run a second sales process - LBCI and Morgan Joseph together with the Company prepare sales process materials [LANE, BERRY & CO. LOGO] 11 [SYLVAN LOGO] BACKGROUND OF PROPOSED TRANSACTION (CONT'D) MAY 2003 - LBCI and Morgan Joseph receive final approval from the Special Committee regarding the sales process materials - LBCI and Morgan Joseph begin making calls to prospective buyers JUNE 2003 - LBCI and Morgan Joseph continue making calls to prospective buyers; 73 prospective buyers are contacted - The Snyder Group issues a press release announcing the official withdrawal of its non-binding indication of interest - LBCI and Morgan Joseph communicate bidding process and deadline to prospective buyers JULY 2003 - Deadline for submitting non-binding indication of interest - Sylvan receives four non-binding indications of interest from the following parties: American Securities Capital Partners, Key Kosmont, Lake Pacific Partners and The Tokarz Group (affiliated with Cadigan Investment Partners) - Special Committee decides to continue discussions with Lake Pacific Partners on an exclusive basis due to the superiority of their offer - Lake Pacific Partners performs financial, business and legal due diligence - Lake Pacific Partners receives a draft merger agreement AUGUST 2003 - Lake Pacific Partners continues to perform financial, business and legal due diligence - Lake Pacific Partners submits a revised non-binding indication of interest calling for a two-tiered offer, increasing from $11.50 per share for all stockholders to $12.00 per share for the outside stockholders and $11.50 per share for the inside stockholders (as defined in their offer) SEPTEMBER 2003 - Lake Pacific Partners continues to perform financial, business and legal due diligence - Lake Pacific Partners, the Special Committee and their respective counsels continue to negotiate the merger agreement OCTOBER 2003 - State of Wisconsin Investment Board, a Lake Pacific Partners financing source, decides not to participate in the Proposed Transaction - Lake Pacific Partners' period of exclusivity expires - Lake Pacific Partners actively looks for an alternative source of financing - The Snyder Group verbally indicates that it has interest in acquiring the Company; however, refuses to formally engage with the Special Committee NOVEMBER 2003 - Lake Pacific Partners receives commitments from John Hancock Life Insurance Company and Wingate Partners to serve as financing sources in their bid to acquire the Company - The Snyder Group expresses interest to the Special Committee at $12.25 cash per share for all Common Stockholders - Lake Pacific Partners orally expresses offer to acquire all of the Common Stock at $12.50 cash per share subject to mutually acceptable management agreement with Dennis Zensen - Negotiations continue with both interested parties [LANE, BERRY & CO. LOGO] 12 [SYLVAN LOGO] OVERVIEW OF SYLVAN [LANE, BERRY & CO. LOGO] 13 [SYLVAN LOGO] KEY PERFORMANCE METRICS

(1) The Old Wrapper Projections are from September 2002; the New Wrapper Projections are from May 2003; the Revised 2003 Projections are from June 2003; the Current Projections are from November 2003. (2) The New Wrapper and the Revised Projections added back non-cash pension related expense to devise EBITDA. We deducted it to allow Adjusted EBITDA for the various projections to be comparable. Additionally, YTD September 2003 Amortization expense is an estimate. (3) Under private ownership, Management Annuity expenses of $400K forecasted in each model are assumed to be eliminated, which is reflected in the Adjusted EBITDA figures. [LANE, BERRY & CO. LOGO] 14 [SYLVAN LOGO] KEY PERFORMANCE METRICS (CONT'D)

(1) The New Wrapper Projections are from May 2003; the Current Projections are from November 2003. (2) The New Wrapper and the Revised Projections added back non-cash pension related expense to devise EBITDA. We deducted it to allow Adjusted EBITDA for the various projections to be comparable. (3) In the Current Projections, Public Company Expenses of $900K were eliminated from Corporate Expenses beginning in 2004. (4) Under private ownership, Management Annuity expenses of $400K forecasted in each model are assumed to be eliminated, which is reflected in the Adjusted EBITDA figures. [LANE, BERRY & CO. LOGO] 15 [SYLVAN LOGO] STOCK PRICE / VOLUME NOVEMBER 14, 2001 - NOVEMBER 14, 2003 [GRAPHIC OF CHART] [LANE, BERRY & CO. LOGO] 16 [SYLVAN LOGO] STOCK TRADING ACTIVITY NOVEMBER 14, 2001 - NOVEMBER 14, 2003 Volume in Thousands [BAR CHART]

[LANE, BERRY & CO. LOGO] 17 [SYLVAN LOGO] ANALYSIS OF PROPOSED TRANSACTION [LANE, BERRY & CO. LOGO] 18 [SYLVAN LOGO] SUMMARY TRANSACTION MULTIPLES

(1) Financial figures assume Sylvan remains a public company. EBITDA does not include the management annuity add-back of $400K and the Private Company fees and expenses of $200K and it does include all public company expenses which are $1.25mm in 2003. (2) Financial figures assume Sylvan becomes a private company. EBITDA adjusted for add-backs of $1.25mm and $400K for elimination of public company expenses and executive annuity expenses respectively in 2003. [LANE, BERRY & CO. LOGO] 19 [SYLVAN LOGO] SOURCES AND USES OF FUNDS FOR PROPOSED TRANSACTION

(1) Per the Snyder Group's proposed Sources and Uses of Funds. (2) Net Debt and Transaction Fees and Expenses are estimates made by the Snyder Group. [LANE, BERRY & CO. LOGO] 20 [SYLVAN LOGO] SUMMARY OF FIRST SYLVAN SALES PROCESS - - LBCI CONTACTED A TOTAL OF 35 PROSPECTIVE BUYERS - - 8 OF THE 14 STRATEGIC BUYERS RECEIVED A "TEASER" AND 1 OF THESE 8 RECEIVED A CONFIDENTIALITY AGREEMENT - None of the strategic buyers executed a Confidentiality Agreement; therefore, no strategic buyer received a "Wrapper" - The other 6 strategic buyers immediately declined further interest - - 15 OF THE 21 FINANCIAL BUYERS RECEIVED A "TEASER" AND 10 OF THESE 15 EXECUTED A CONFIDENTIALITY AGREEMENT AND RECEIVED A "WRAPPER" - Some financial buyers that did not receive a "Teaser" or execute a Confidentiality Agreement evaluated the merits of a deal by using public filings - - TWO FINANCIAL BUYERS, AMERICAN SECURITIES CAPITAL PARTNERS AND CADIGAN INVESTMENT PARTNERS, SUBMITTED A NON- BINDING INDICATION OF INTEREST - American Securities Capital Partners valued Sylvan at $10.00 -$11.00 per share - Cadigan Investment Partners valued Sylvan at $12.50 - $13.50 per share - - THESE BUYERS WERE PROVIDED 2002E REVENUE AND EBITDA ESTIMATES OF $88.0 MILLION AND $16.1 MILLION RESPECTIVELY - American Securities Capital Partners' bid range: 1.0x 2002E Revenue & 5.3x 2002E EBITDA - 1.0x 2002E Revenue & 5.7x 2002E EBITDA - Cadigan Investment Partners' bid range: 1.1x 2002E Revenue & 6.3x 2002E EBITDA - 1.2x 2002E Revenue & 6.6x 2002E EBITDA

[LANE, BERRY & CO. LOGO] 21 [SYLVAN LOGO] THE SNYDER GROUP ORIGINAL PRELIMINARY BID DETAILS THE ORIGINAL SNYDER GROUP OFFER INCLUDED THE FOLLOWING KEY ELEMENTS: DEAL CONSIDERATION - $11.00 cash for each share of Common Stock IMPLIED MULTIPLES (1) - 0.9x 2003E revenue - 6.0x 2003E EBITDA TRANSACTION STRUCTURE - Cash merger PRINCIPAL CONDITIONS TO CLOSING - Stock voting agreement for all stockholders who own 5% or more of the Common Stock of Sylvan (the "Significant Stockholders") - Agree to vote shares in favor of merger - Grant an irrevocable proxy to Newco to vote the shares in favor of the merger - Agree not to sell or otherwise dispose of their shares - Debt financing of at least $65mm of which approximately $15mm would be subordinated debt - Representations and warranties will be true in all material respects - No material adverse change in the financial condition, business or prospects of Sylvan will have occurred - Other customary approvals, consents, waivers and clearances (e.g. HSR) BREAK-UP FEE - Break-up fee in an amount to be determined payable if the merger is abandoned or fails to close as a result of: - A material breach by Sylvan or any Significant Stockholder - Acceptance by Sylvan's Board of Directors of a superior bid proposal (1) Implied multiples are calculated off of the New Wrapper Projections for Revenue and EBITDA ($97.0mm and $15.1mm respectively). [LANE, BERRY & CO. LOGO] 22 [SYLVAN LOGO] SUMMARY OF SECOND SYLVAN SALES PROCESS - LBCI AND MORGAN JOSEPH CONTACTED A TOTAL OF 73 PROSPECTIVE BUYERS - 13 OF THE 32 STRATEGIC BUYERS RECEIVED A "TEASER" AND 1 OF THESE 13 EXECUTED A CONFIDENTIALITY AGREEMENT AND RECEIVED A "WRAPPER" - The other 19 strategic buyers immediately declined further interest - 27 OF THE 41 FINANCIAL BUYERS RECEIVED A "TEASER" AND 12 OF THESE 27 EXECUTED A CONFIDENTIALITY AGREEMENT AND RECEIVED A "WRAPPER" - Some financial buyers that did not receive a "Teaser" or execute a Confidentiality Agreement evaluated the merits of a deal by using public filings - THE FOLLOWING FOUR FINANCIAL BUYERS SUBMITTED A NON-BINDING INDICATION OF INTEREST: AMERICAN SECURITIES CAPITAL PARTNERS, KEY KOSMONT, LAKE PACIFIC PARTNERS AND THE TOKARZ GROUP (1) - THESE BUYERS WERE PROVIDED 2003E REVENUE AND EBITDA ESTIMATES OF $97.0 MILLION AND $15.1 MILLION RESPECTIVELY

(1) The Tokarz Group is run by Michael Tokarz who is the Chairman of Cadigan Investment Partners. [LANE, BERRY & CO. LOGO] 23 [SYLVAN LOGO] PRELIMINARY BID DETAILS THE COMPREHENSIVE SALES PROCESS CONDUCTED BY LBCI AND MORGAN JOSEPH PRODUCED FOUR PRELIMINARY BIDS WHICH ARE SUMMARIZED BELOW:

(1) Implied Revenue and EBITDA multiples calculated from projected 2003 financials on prior page except for Lake Pacific's revised offer multiples which are calculated off of the September 2003E Revenue and EBITDA projections ($95.9 million and $13.0 million respectively) as their revised bid was based on these projections. (2) Implied Revenue and EBITDA multiples assume $12.00 per share is paid in cash to all Sylvan stockholders. [LANE, BERRY & CO. LOGO] 24 [SYLVAN LOGO] VALUATION OVERVIEW [LANE, BERRY & CO. LOGO] 25 [SYLVAN LOGO] SUMMARY - SYLVAN IMPLIED PRICE PER SHARE [GRAPHIC OF CHART] IMPLIED MULTIPLES 2003E EBITDA 4.75x to 6.55x 5.05x to 7.90x 6.45x to 6.95x 6.90x to 7.60x 2003E Adj. EBITDA 4.30x to 5.90x 4.60x to 7.10x 5.80x to 6.20x 6.20x to 6.80x

[LANE, BERRY & CO. LOGO] 26 [SYLVAN LOGO] PUBLIC EQUITY COMPARABLES OVERVIEW METHODOLOGY - To determine the current public market value and trading multiples of companies similar to Sylvan, thereby imputing a "public market" valuation range COMPANY SELECTION - LBCI analyzed a range of public food and agricultural producers and selected three sectors comprising six trading comparables for analysis: Food Processors: Fresh Produce Companies: Agricultural Companies: Archer-Daniels-Midland Chiquita Brands Delta and Pine Bunge Fresh Del Monte Hines Horticulture

ISSUES - No control premium is reflected in the results of the public market valuation - There are no direct public company comparables to the Company - Many of the listed companies are substantially larger than the Company which affects their direct applicability vis-a-vis valuation [LANE, BERRY & CO. LOGO] 27 [SYLVAN LOGO] PUBLIC EQUITY COMPARABLES ANALYSIS
STOCK % OF FD EV / REVENUE EV / EBITDA P / E (USD in Millions) PRICE 52-WEEK EQUITY ENTERPRISE ------------------- ------------------- ------------------- COMPANY 11/14/03 HIGH VALUE VALUE LTM CY'03E CY'04E LTM CY'03E CY'04E LTM CY'03E CY'04E ------- -------- ---- ----- ----- --- ------ ------ --- ------ ------ --- ------ ------ SYLVAN $ 10.10 85% $ 52.1 $ 83.5 0.9X 0.9X 0.9X 6.2X 6.4X 6.0X 15.1X 16.5X 13.7X FOOD PROCESSING COMPANIES Archer-Daniels-Midland (1) $ 14.24 95% $9,221.1 $11,053.7 0.3x 0.3x 0.3x 7.6x 7.1x 5.7x 18.6x 17.3x 12.9x Bunge (2) 27.50 88% 2,774.2 4,782.2 0.2x 0.2x 0.2x 6.9x 6.5x 5.1x 10.1x 11.3x 9.5x FRESH PRODUCE COMPANIES Chiquita Brands (3) 19.60 98% 786.0 1,012.1 0.3x 0.4x 0.4x 5.6x 6.4x 5.2x 9.0x 11.3x 7.3x Fresh DelMonte 25.65 88% 1,467.9 1,418.2 0.6x 0.6x 0.5x 5.1x 4.7x 4.3x 6.5x 6.8x 6.5x AGRICULTURAL COMPANIES Delta and Pine 24.34 95% 989.7 851.3 3.0x 2.9x 2.6x 13.0x 11.6x 9.3x 28.9x 24.6x 18.2x Hines Horticulture (4) 4.15 93% 91.6 334.1 1.0x NA NA 5.8x NA NA 7.9x 2.4x NA HIGH 98% 3.0X 2.9X 2.6X 13.0X 11.6X 9.3X 28.9X 24.6X 18.2X MEDIAN 94% 0.5X 0.4X 0.4X 6.4X 6.5X 5.2X 9.6X 11.3X 9.5X LOW 88% 0.2X 0.2X 0.2X 5.1X 4.7X 4.3X 6.5X 2.4X 6.5X

REVENUE EBITDA EARNINGS PER SHARE -------------------------- ----------------------------- ----------------------------- LTM CY'03E CY'04E LTM CY'03E (5) CY'04E (5) LTM CY'03E (5) CY'04E (5) ------ ------ ------ ------ ------- -------- ------ --------- ------- SYLVAN FINANCIALS $ 93.4 $ 95.9 $ 96.9 $ 13.5 $ 13.1 $ 14.0 $ 0.67 $ 0.61 $ 0.74 IMPLIED SYLVAN PRICE PER SHARE HIGH $48.74 $47.41 $41.99 $28.05 $23.46 $19.07 $19.30 $15.11 $13.46 MEDIAN $ 2.39 $ 0.48 $ 1.37 $10.58 $10.47 $ 8.04 $ 6.41 $ 6.92 $ 7.01 LOW NM NM NM $ 7.18 $ 5.76 $ 5.67 $ 4.37 $ 1.46 $ 4.80
(1) Pro forma for the acquisition of Minnesota Corn Processsors LLC. (2) Pro forma for the acquisition of Cereol S.A. and for the sale of its Lesieur bottled oil business. (3) Pro forma for the acquisition of Scipio and the sale of Chiquita Processed Foods. (4) Pro forma for the 9/11/03 issuance of $175mm in senior notes. (5) Financial figures assume Sylvan remains a public company. CY'03E and CY'04E EBITDA, and CY'03E and CY'04E EPS do not include the management annuity add-back of $400K and the Private Company fees and expenses of $200K, and do include all public company expenses, which are $1.25mm in 2003 and $900K in 2004. [LANE, BERRY & CO. LOGO] 28 [SYLVAN LOGO] M&A COMPARABLES OVERVIEW METHODOLOGY - To determine the historical private market value and transaction multiples of companies similar to the Company, thereby imputing a "transaction" valuation range ISSUES - Multiples paid in the transaction analysis may reflect potential synergies an acquiror could realize as a result of the target's operating scale - There are no direct M&A comparable transactions [LANE, BERRY & CO. LOGO] 29 [SYLVAN LOGO] M&A COMPARABLES ANALYSIS
(USD in Millions) ANN. DATE ACQUIROR TARGET --------- -------- ------ 6/2/03 Fox Paine and Co. Seminis 2/4/03 Riviana Foods ACH Food Companies, Rice Business 12/18/02 Investor Group (1) Dole Food Company 7/22/02 Bunge Cereol S.A. 1/7/02 Kerry Group Stearns & Lehman 8/17/01 Nippon Suisan Gorton's Seafood & Bluewater Seafoods 2/20/01 Lesaffre et Compagnie Sensient Technologies' Red Star Yeast & Products (2) 12/21/00 Investor Group Michael Foods 10/17/00 Kerry Group Armour Food Ingredients 12/17/99 Moneys Mushrooms Vlasic Foods, Vlasic Farms Fresh Mushrooms Business 9/16/98 Pictsweet LLC United Foods Inc. TRANSACTION VALUE / LTM (USD in Millions) TRANS. --------------- ANN. DATE DESCRIPTION VALUE REVENUE EBITDA --------- ----------- ----- ------- ------ 6/2/03 Worldwide producer and marketer of vegetable and fruit seeds. $ 625.0 1.3x 7.8x 2/4/03 Producer of rice products. 24.0 0.7x NA 12/18/02 Producer and marketer of fruits and vegetables. 2,500.0 0.6x 6.4x 7/22/02 Manufacturer of seed oils and olive oils. 1,496.3 0.3x 5.5x 1/7/02 Stearns & Lehman is a manufacturer of coffeehouse chain, 26.0 1.3x NA foodservice and branded Italian-style flavoured syrups. 8/17/01 Gorton's is a retail frozen seafood brand in 175.0 0.7x 8.8x the U.S. & Bluewater is a brand in Canada. 2/20/01 Supplier of yeast to the commercial bakery market. 122.0 1.0x 7.1x 12/21/00 Producer and distributor of food products in four areas: egg products, 747.2 0.7x 5.5x refrigerated distribution, dairy products and potato products. 10/17/00 Provide a wide range of specialty food ingredients. 35.0 0.9x NA 12/17/99 Producer of fresh mushrooms. 50.0 0.4x NM 9/16/98 Grower, processor, marketer and distributor of food products. 63.1 0.3x 4.9x HIGH $2,500.0 1.3X 8.8x MEDIAN $ 122.0 0.7X 6.4x LOW $ 24.0 0.3X 4.9x

LTM -------------------------- REVENUE EBITDA ------- ------ SYLVAN FINANCIALS $ 93.4 $ 13.5 IMPLIED SYLVAN PRICE PER SHARE HIGH $18.18 $16.84 MEDIAN $ 6.43 $10.66 LOW NM $ 6.77
(1) David H. Murdock, Chairman and CEO of Dole, acquired the 76% of Dole's outstanding common stock that he and his family did not own. (2) Revenue is an actual figure, EBITDA is an estimate. [LANE, BERRY & CO. LOGO] 30 [SYLVAN LOGO] LBO ANALYSIS OVERVIEW METHODOLOGY - To determine the potential price a financial buyer could pay assuming certain benchmarks of financial leverage and required returns - This analysis uses "private company" figures to reflect the operations as if the Company were no longer a public company BENCHMARK SELECTION - LBCI identified the following key benchmarks in performing its analysis: - Maximum pro forma Senior Debt / 2003E Adjusted EBITDA of 3.25x - Maximum pro forma Total Debt / 2003E Adjusted EBITDA of 4.25x - Minimum equity returns of approximately 17% to the mezzanine debt holders - Minimum equity returns to the sponsor of approximately 25% [LANE, BERRY & CO. LOGO] 31 [SYLVAN LOGO] LBO ANALYSIS SOURCES & USES OF FUNDS (USD IN MILLIONS)
CUM. MULT. FY03E SOURCES AMT. % TOTAL ADJUSTED EBITDA USES AMT. - ------- ---- ------- --------------- ---- ---- Revolver (1) $27.2 29.9% 1.9x Equity Purchase Price $55.8 Term Loan A 20.0 22.0% 3.3x Refinance Debt 31.3 Mezzanine 14.5 16.0% 4.3x Transaction Fees & Expenses 3.9 ----- ----- Subtotal 61.8 67.8% 4.3x Sponsor Equity 29.3 32.2% 6.3x ----- ----- ----- TOTAL SOURCES $91.1 100.0% 6.3x TOTAL USES $91.1 ===== ===== =====
TRANSACTION SUMMARY Current Stock Price $ 10.10 PURCHASE PRICE PER SHARE 10.75 Shares Outstanding 5.2 -------- Equity Value 55.8 Plus: Existing Debt 31.3 Plus: Existing Minority Interest 2.2 Less: Existing Cash 4.0 -------- Total Enterprise Value 85.3 TEV AS A MULTIPLE OF: FY'03E EBITDA (2) 6.5x FY'03E Adjusted EBITDA (3) 5.9x ========

OWNERSHIP TABLE
PF DILUTED VALUE IN OWNER. WARRANTS OWNER. 2008 IRR ------ -------- ------ ---- --- Sponsor Group 94.5% 0.0% 94.5% $ 90.6 25.3% Mezzanine (12.0%) 0.0% 5.5% 5.5% 21.5 17.1% ---- --- ----- -------- TOTAL 94.5% 5.5% 100.0% 112.2 ==== === ===== ========
SUMMARY CREDIT AND LEVERAGE STATISTICS
PROJECTED FISCAL YEARS ENDING DECEMBER 31, PRO FORMA ---------------------------------- 12/31/03E 2004 2005 2006 2007 --------- ---- ---- ---- ---- Bank Debt / Adj. EBITDA (3) 3.3x 2.8x 2.4x 1.7x 1.1x Total Debt / Adj. EBITDA (3) 4.3 3.8 3.3 2.5 1.8 Adj. EBITDA / Interest Expense (3) 3.2 3.3 3.6 4.5 5.6 Adj. EBITDA-CapEx / Int Expense (3) 2.4 2.5 2.7 3.5 4.5
RETURNS TO SPONSOR'S EQUITY
PURCHASE PRICE PER SHARE ----------------------------------------------------------------- $9.75 $10.25 $10.75 $11.25 $11.75 $12.25 ----------------------------------------------------------------- 5.50X 28.4% 25.7% 23.3% 21.1% 19.1% 17.3% 2008 5.75X 29.9% 27.1% 24.7% 22.5% 20.4% 18.6% DJ. EBITDA 6.00X 31.2% 28.5% 26.0% 23.8% 21.7% 19.8% EXIT MULTIPLE (3) 6.25X 32.6% 29.8% 27.3% 25.0% 22.9% 21.1% 6.50X 33.9% 31.0% 28.5% 26.2% 24.1% 22.2%
(1) Assumes a $30mm revolver that is drawn $27.2mm at close. Also, assumes that $1.3mm of other debt is refinanced as well. (2) Financial figures assume Sylvan remains a public company. EBITDA does not include the management annuity add-back of $400K and the Private Company fees and expenses of $200K and it does include all public company expenses which are $1.25mm in 2003 and $900K in 2004-2008. (3) Financial figures assume Sylvan becomes a private company. EBITDA adjusted for add-backs of $1.25mm and $400K for elimination of public company expenses and executive annuity expenses respectively in 2003 and for aforementioned amounts in all future periods. [LANE, BERRY & CO. LOGO] 32 [SYLVAN LOGO] DCF ANALYSIS OVERVIEW METHODOLOGY - To determine the present value of the projected after-tax free cash flows of the Company utilizing an EBITDA exit multiple terminal value and a range of discount rates VARIABLES VARIABLE SELECTED RANGE -- EBITDA Exit Multiple (2008): -- 5.50x-6.50x -- Discount Rate Range: -- 12.0%-14.0% [LANE, BERRY & CO. LOGO] 33 [SYLVAN LOGO] DCF ANALYSIS
YEAR ENDING DECEMBER 31, ---------------------------------------- (USD in Millions) 2004 2005 2006 2007 2008 TV - ----------------------------------------------------------------------------------------- SUMMARY FINANCIALS: REVENUE $96.9 $97.7 $100.6 $103.6 $106.7 Growth % -- 0.8% 3.0% 3.0% 3.0% ADJUSTED EBITDA (1) 14.0 14.3 16.6 18.7 19.3 Margin % 14.4% 14.7% 16.5% 18.0% 18.0% EBIT 7.4 8.1 10.7 13.0 13.7 Margin % 7.7% 8.3% 10.6% 12.5% 12.9% FREE CASH FLOW ANALYSIS: EBIT * (1 - Tax Rate) 4.9 5.3 7.0 8.5 9.0 Plus: Depreciation 6.3 6.0 5.7 5.5 5.3 Plus: Amortization 0.2 0.2 0.2 0.2 0.2 Plus: Change in Working Capital (0.1) (0.1) (0.4) (0.4) (0.6) Less: Capital Expenditures 3.9 3.9 3.9 3.9 3.9 - ----------------------------------------------------------------------------------------- FREE CASH FLOW 7.4 7.5 8.7 10.0 10.0 EBITDA (2008) 19.3 EBITDA Multiple 6.00X - ----------------------------------------------------------------------------------------- TERMINAL VALUE 115.6 Total Free Cash Flow 7.4 7.5 8.7 10.0 10.0 115.6 Weighted Average Cost of Capital 13.0% PRESENT VALUE OF FCF 6.6 5.9 6.0 6.1 5.5 62.7 =========================================================================================
IMPLIED ENTERPRISE VALUE: TOTAL ENTERPRISE VALUE $ 92.8 Less: Net Debt 29.4 - ------------------------------------- EQUITY VALUE 63.3 FD Shares Outstanding 5.2 IMPLIED PRICE PER SHARE $12.29 =====================================

SENSITIVITY ANALYSIS:
5.50X 5.75X 6.00X 6.25X 6.50X ------------------------------------------ 12.0% $11.94 $12.47 $13.00 $13.53 $14.06 12.5% 11.60 12.12 12.64 13.16 13.67 13.0% 11.27 11.78 12.29 12.80 13.30 13.5% 10.96 11.45 11.95 12.44 12.94 14.0% 10.65 11.13 11.62 12.10 12.59
(1) Financial figures assume Sylvan remains a public company. EBITDA does not include the management annuity add-back of $400K and the Private Company fees and expenses of $200K and it does include all public company expenses which are $900K in 2004-2008. [LANE, BEERY & CO. LOGO] 34 [SYLVAN LOGO] WACC ANALYSIS
TOTAL DEBT & COMPARABLE COMPANIES COST OF EQUITY TOTAL PREFERRED EFFECTIVE UNLEVERED PREF'D STOCK / (USD in Millions) BETA (1) EQUITY (2)(8) VALUE DEBT STOCK TAX RATE BETA (3) CAPITAL - -------------------------------------------------------------------------------------------------------------------- Archer-Daniels-Midland 0.64 10.0% $9,221.1 $3,543.5 $ 0.0 28.5% 0.50 27.8% Bunge 0.60 10.2% 2,774.2 2,072.0 0.0 26.3% 0.39 42.8% Chiquita Brands 0.79 12.0% 786.0 276.5 0.0 12.0% 0.60 26.0% Delta and Pine 0.51 10.2% 989.7 (141.7) 0.0 35.5% 0.56 (16.7%) Fresh DelMonte 0.71 11.2% 1,467.9 (33.6) 0.0 8.5% 0.73 (2.3%) Hines Horticulture NA NA 91.6 242.5 0.0 41.0% NA 72.6% MEAN 0.65 10.7% $2,555.1 $ 993.2 $ 0.0 25.3% 0.56 25.0% MEDIAN 0.64 10.2% $1,228.8 $ 259.5 $ 0.0 27.4% 0.56 26.9% SYLVAN 0.44 17.3% 52.1 29.3 0.0 34.5% 0.31 38.0%

ASSUMPTIONS - --------------------------------------------- Pretax Cost of Debt (Kd)(6) 5.0% Risk-Free Rate (Rf)(7) 5.1% Equity Risk Premium (Rm-Rf)(8) 7.0% Size Premia (Sp)(9) 9.2% Tax Rate For Target (Tr) 34.5% Equity Political Risk Premium (Rp) 0.0% Other Risk Premium (Ro) 0.0%

WEIGHTED AVERAGE COST OF CAPITAL (4) --------------------------------------- TARGET DEBT & PREF'D / ENTERPRISE VALUE --------------------------------------- BETA 35.0% 40.0% 45.0% --------------------------------------- 0.45 13.2% 12.6% 12.0% 0.50 13.5% 12.9% 12.3% 0.55 13.8% 13.2% 12.6% 0.60 14.1% 13.5% 12.9% 0.65 14.4% 13.8% 13.2%

LEVERED COST OF EQUITY (5) - --------------------------------------- TARGET DEBT & PREF'D / ENTERPRISE VALUE - --------------------------------------- 35.0% 40.0% 45.0% - --------------------------------------- ~~18.5% 18.8% 19.1% 19.0% 19.3% 19.6% 19.5% 19.8% 20.2% 20.0% 20.3% 20.7% 20.4% 20.8% 21.3%~~
(1) Source: two years of weekly data vs. the S&P 500 from Bloomberg. (2) Cost of Equity = Risk-Free Rate (Rf) + (Equity Beta (Be) * Equity Risk Premium (Rm-Rf)) + Size Premia(Sp). (3) Unlevered Beta = Be / (1+(D*(1-Tr) + P) / E). (4) WACC= [(Rf+Be * (Rm-Rf) + Sp + Rp) *%E] +[Kd* (1-Tr) * % D] + Ro. Assumes pretax cost of debt remains constant. (5) Levered Cost of Equity = [Rf + Be * (Rm-Rf) + Sp +Rp)] +Ro. (6) Any political risk premium (Rp) associated with debt is included in the pretax cost of debt (Kp). (7) Risk-Free Rate based on 30-year U.S. Treasury Yield as of 11/14/03. (8) Source: 2003 Ibbotson Risk Premia Report. Based on the differences of large company total arithmetic mean returns minus long-term bond income returns from 1926-2002. (9) Cost of equity premia based on equity market capitalization. Micro-cap (within $0.5mm - $64.8mm) =9.2%. Amounts per 2003 Ibbotson Risk Premia Report. [LANE, BEERY & CO. LOGO] 35 [SYLVAN LOGO] CONCLUSION [LANE, BEERY & CO. LOGO] 36 [SYLVAN LOGO] CONCLUSION AS OF THE DATE HEREOF, LBCI IS PREPARED TO DELIVER ITS FAIRNESS OPINION WITH RESPECT TO THE FAIRNESS, FROM A FINANCIAL POINT OF VIEW, OF THE MERGER CONSIDERATION TO BE RECEIVED BY THE COMMON STOCKHOLDERS. [LANE, BEERY & CO. LOGO] 37 EX-99.C.3 5 j0476002exv99wcw3.txt PROJECT SPAWN DISCUSSION MATERIALS 11/16/03 EXHIBIT c(3) Discussion Materials for the Board of Directors [MORGAN JOSEPH LOGO] November 16, 2003 PROJECT SPAWN Confidential Disclaimer - - The following materials (the "Presentation") were prepared for the Special Committee of the Board of Directors of Sylvan Inc. ("Sylvan" or the "Company") which has requested that Morgan Joseph & Co. Inc. ("Morgan Joseph") provide its opinion as to the fairness, from a financial point of view, to the shareholders of the Company, excluding Dennis Zensen, Virgil Jurgensmeyer, Monir Elzalaki, Roger Claypoole, Wynnefield Capital, Inc., Steel Partners II, L.P., Snyder Associated Companies, Inc., SAC Holding Company and their respective affiliates, of the consideration to be paid by a group formed by Snyder Associated Companies, Inc. and selected others (the "Acquiror') in connection with the proposed acquisition of the Company (the "Proposed Transaction"). - - In arriving at our opinion, we have assumed and relied upon the accuracy and completeness of the financial and other information used by us and have not attempted independently to verify such information, nor do we assume any responsibility to do so. We have assumed that the Company's forecasts and projections provided to or reviewed by us have been reasonably prepared based on the best current estimates and judgment of the Company's management as to the future financial condition and results of operations of the Company. While we have visited certain of the Company's locations, we have not conducted a physical inspection of the properties and facilities of the Company, nor have we made or obtained any independent evaluation or appraisal of the assets or liabilities of the Company. We have also taken into account our assessment of general economic, market and financial conditions and our experience in similar transactions, as well as our experience in securities valuation in general. Our opinion necessarily is based upon economic, market, financial and other conditions as they exist and can be evaluated on the date hereof and we assume no responsibility to update or revise our opinion based upon events or circumstances occurring after the date hereof. We reserve, however, the right to withdraw, revise or modify our opinion based upon additional information which may be provided to or obtained by us, which suggests, in our judgment, a material change in the assumptions (or the bases therefor) upon which our opinion is based. - - These materials are not intended to represent an opinion, but rather to serve as discussion materials for the Board to review and as a basis upon which Morgan Joseph may render an opinion. These materials do not address the Company's underlying business decision to approve the Proposed Transaction or constitute a recommendation to the Company or its shareholders as to any action it should take regarding the Proposed Transaction. These materials may not be reproduced, summarized, excerpted from or otherwise publicly referred to or disclosed in any manner without our prior written consent. - - The following materials are based upon Morgan Joseph's analysis of the Proposed Transaction as of November 16, 2003. In the event of material changes to the terms and conditions of the Proposed Transaction upon which these materials are based, the enclosed analysis and our conclusions may be affected. - - Certain portions of the enclosed analysis are based upon projected financial results. Any projected financial results are based upon analyst forecasts, internal projections and discussions with management of the Company. A number of factors, including industry conditions, changes in costs, labor issues and other factors which are beyond the scope of these projections and out of the control of the Company, the Acquiror and Morgan Joseph may cause actual results to differ materially from these projections. Material changes in the projections may affect the conclusions derived from our analysis. [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 2 Table of Contents 1. INTRODUCTION 2. SUMMARY OF PROPOSED TRANSACTION 3. SUMMARY BACKGROUND OF PROPOSED TRANSACTION 4. OVERVIEW OF THE COMPANY 5. OVERVIEW OF THE ACQUIROR 6. ANALYSIS OF PROPOSED TRANSACTION APPENDIX A. DESCRIPTIONS OF COMPARABLE COMPANIES [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 3 1 / INTRODUCTION [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 4 Introduction - - Morgan Joseph & Co. Inc. ("Morgan Joseph") has been retained by the Special Committee of the Board of Directors of Sylvan Inc. (the "Company") and requested to render its opinion to the Board of Directors of the Company as to the fairness, from a financial point of view, of the consideration to be received by the shareholders of the Company, excluding Dennis Zensen, Virgil Jurgensmeyer, Monir Elzalaki, Roger Claypoole, Wynnefield Capital, Inc., Steel Partners II, L.P., Snyder Associated Companies, Inc., SAC Holding Company and their respective affiliates, pursuant to the proposed sale to a group formed by Snyder Associated Companies, Inc. (the "Acquiror") of all of the Common Stock of the Company (the "Proposed Transaction"). - - In conducting our analysis and arriving at our opinion, we have reviewed and analyzed, among other things, the following: - The draft Agreement and Plan of Merger dated November 10, 2003 (the "Agreement"); - The Company's Annual Reports on Form 10-K for each of the fiscal years in the three-year period ended December 31, 2002, and the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003 and June 30, 2003, and September 28, 2003; - The indications of interest received by the Company; - Certain other publicly available information concerning the Company and the trading markets for the Company's common stock; - Certain internal information and other data relating to the Company, its business and prospects, including forecasts and projections prepared and provided to us by management of the Company; - Certain publicly available information concerning certain other companies engaged in businesses which we believe to be generally comparable to the Company and the trading markets for certain of such other companies' securities; and - The financial terms of certain recent business combinations which we believe to be relevant to the Proposed Transaction. - - We have also interviewed certain senior officers of the Company concerning the business and operations, assets, present condition and prospects of the Company, visited certain of the Company's locations and undertook such other studies, analyses and investigations as we deemed appropriate. [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 5 Introduction - - The Acquiror has proposed to purchase all the outstanding shares of Common Stock, par value $0.001 per share. After the proposed transaction, Sylvan will become a privately held company. - - All shareholders will receive $12.25 in cash for each share of Common Stock held, or $64.2 million in aggregate. Merger consideration of $12.25 per share, plus assumed net debt as of September 28, 2003 of $31.4 million (including minority interest of $2.2 million), implies an enterprise value for the Proposed Transaction of $95.6 million. - - Process: - Sign the definitive merger agreement on November 16, 2003; - File proxy statement with SEC by November 28, 2003; - Receive approval from the SEC and mail proxies to the stockholders by December 26, 2003; - Hold special meeting and stockholder vote by the middle of February; and - Proposed Transaction closes; a subsidiary created by the Acquiror merges with and into Sylvan pursuant to a reverse triangular merger by the end of February 2004. [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 6 2 / SUMMARY OF PROPOSED TRANSACTION [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 7 Summary of Proposed Transaction Summary of Key Terms of the Proposed Transaction CONSIDERATION: - $12.25 cash consideration for Sylvan's Common Stock TRANSACTION STRUCTURE: - Reverse triangular merger PRINCIPAL CONDITIONS TO - Approval by the Company's shareholders CLOSING: - Material adverse change out - Fiduciary out in the event of a Superior Proposal (as determined by the Special Committee or the Board) TERMINATION FEE: - $2.0 million plus expense reimbursement of up to $0.5 million NON-COMPETITION: - None ESTIMATED CLOSING: - End of February 2004 OTHER: - In connection with the execution of the Agreement, Wynnefield Capital, Inc. will execute put and voting agreements with the Acquiror. - Also in connection with the execution of the Agreement, Steel Partners II, L.P. will sell its shares to the Acquiror at $12.25, plus $60,000 of legal expenses. - Dennis Zensen, CEO of the Company, will contribute (all or part) of his shares in connection with the Proposed Transaction.

[MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 8 3 / SUMMARY BACKGROUND OF PROPOSED TRANSACTION [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 9 Summary Background of Proposed Transaction MAY 14, 2002: - Sylvan retains Lane Berry as advisor to the Company and announces plans to explore strategic alternatives MAY - SEPTEMBER 2002: - Lane Berry conducts first marketing process - 14 prospective strategic buyers: 0 bids - 21 prospective financial buyers: 2 bids - American Securities Capital Partners: $10.00 - $11.00/share - Cadigan Investment Partners(1): $12.50 - $13.50/share - Based on 2003E Revenue and EBITDA of $88.9 million and $16.5 million OCTOBER 15, 2002: - Company announces major share repurchase program up to 1.3 million shares and completion of its review of strategic alternatives - 333,321 shares repurchased in 2002 at an average price of $10.60 (310,000 purchased following announcement of program) - No shares purchased in 2003; program suspended APRIL 16, 2003: - Company announces it has received a non-binding proposal from a management-led buyer group at $11.00/share with equity financing provided by the Snyder Associated Companies, Inc. APRIL 23, 2003: - Company forms a Special Committee and retains Morgan Joseph as financial advisor to the Special Committee

- ---------------- (1) The Tokarz Group is run by Michael Tokarz who is the Chairman of Cadigan Investment Partners. [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 10 Summary Background of Proposed Transaction MAY - JUNE 2003: - Lane Berry and Morgan Joseph conduct second marketing process - 32 prospective strategic buyers: 0 bids - 41 prospective financial buyers: 4 bids - American Securities Capital Partners: $8.00/share - Key Kosmont: $7.00-$9.00/share - Lake Pacific Partners: $11.50/share - The Tokarz Group(1): $10.00/share JUNE 16, 2003: - Management-led group withdraws proposal JULY 21, 2003: - Company signs exclusivity agreement with Lake Pacific Partners AUGUST 28, 2003: - Lake Pacific Partners receives extension of "exclusivity" and revises bid with two-tier offer - $11.50/share for Insiders - $12.00/share for Outsiders OCTOBER 2, 2003: - Lake Pacific Partners notifies Special Committee and financial advisors that the source of $15.0 million of their financing has withdrawn their commitment. OCTOBER 7, 2003: - Lake Pacific Partners exclusivity expires

- ---------------- (1) The Tokarz Group is run by Michael Tokarz who is the Chairman of Cadigan Investment Partners. [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 11 Summary Background of Proposed Transaction OCTOBER 29, 2003: - The Snyder Associated Companies, Inc. expressed interested in submitting an offer to acquire the Company at a price "higher" than $12.00/share. NOVEMBER 5, 2003: - The Snyder Associated Companies, Inc. orally communicated an offer of $12.25/share to acquire the Company, with certain members of management, the Board of Directors, and other identified shareholders, including Dennis Zensen, Virgil Jurgensmeyer, Monir Elzalaki and Roger Claypoole, to be equity participants in the purchaser. NOVEMBER 6, 2003: - The counsel to the Special Committee, Davis Polk, submitted a definitive agreement to the Snyder buyout group for comments and to begin formal negotiations. - Lake Pacific Partners re-submits their prior acquisition proposal with evidence of equity and debt financing. Lake Pacific expresses a desire to proceed expeditiously to closing with deadline to consummate a transaction by November 7, 2003. NOVEMBER 7, 2003: - Counsel to the Special Committee and counsel to the Snyder buyout group reach substantial agreement on merger agreement. NOVEMBER 9, 2003: - Lake Pacific Partners orally communicated an offer of $12.50/share to acquire the Company subject to reaching an agreement for Dennis Zensen to rollover all or a portion of his shares and also reaching agreement with respect to employment and other business matters in connection with the transaction. NOVEMBER 16, 2003: - Meeting of Special Committee to consider Snyder acquisition proposal and Lake Pacific acquisition proposal. Board meeting to follow to consider and act on the recommendation of the Special Committee. Expected signing of definitive agreement.

[MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 12 4 / OVERVIEW OF THE COMPANY [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 13 Company Summary COMPANY DESCRIPTION The Company is a worldwide producer and distributor of products for the mushroom industry, specializing in spawn (the equivalent of seed for mushrooms) and spawn-related products and services. The Company, which operates through its subsidiaries, is also a grower of fresh mushrooms in the United States. The Company has two business segments: spawn products and fresh mushrooms. Spawn-related products include casing inoculum, nutritional supplements and disease-control agents. The fresh mushrooms segment is comprised of Quincy Farms, a large, regional producer of fresh mushrooms. GENERAL COMPANY INFORMATION MANAGEMENT Dennis Zensen - Chairman, President and CEO Donald Smith - CFO Monir Elzalaki - Director; President of Sylvan America Gregory Verhagen - President of Quincy Farms Gary Walker - President of Sylvan Bioproducts, Inc. BOARD OF DIRECTORS Dennis Zensen (Chairman) William L. Bennett (Monitor Company Group, L.P.) Monir Elzalaki (President of Sylvan America) Jeanine C. Heller (Independent Investor Relations Consultant) Virgil H. Jurgensmeyer (Mid-West Custom Mixing Co.) Nelson Obus (Wynnefield Capital, Inc.) HEADQUARTERS: SAXONBURG, PENNSYLVANIA SUMMARY FINANCIAL INFORMATION (a) MARKET DATA AS OF 11/14/03 - ------------------------------------------------ Stock Price $ 10.10 52-Week High $ 11.50 87.8% 52-Week Low $ 8.85 114.1% FD Shares Outstanding 5.2 Equity Value 52.1 Enterprise Value ("EV") 83.5 BALANCE SHEET DATA AS OF 9/28/03 (a) - ------------------------------------------------ Cash and Equivalents $ 6.1 Debt 35.4 Minority Interest 2.2 ESTIMATES (a),(b) - ------------------------------------------------ $ IN MILLIONS EV MULTIPLE ------------- ----------- FY 2003 Revenue $ 95.9 0.9x FY 2003 EBITDA 13.1 6.4x FY 2004 Revenue $ 96.9 0.9x FY 2004 EBITDA 14.0 6.0x

(a) Millions, except per share data. (b) Financial projections from the Company. [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 14 Overview of the Company Business Overview - - Successor to the business of a Pennsylvania corporation that was chartered in 1937 - - Worldwide producer and distributor of products for the mushroom industry, specializing in spawn and spawn-related products and services, and is a major grower of fresh mushrooms in the U.S. - - The Company has two reportable business segments: - Spawn Operations - Accounts for 71% of the Company's total sales in 2002 and 79% of its operating income. - Conducts operations through subsidiaries in North America, Europe, Australia and South Africa - Plant operations are conducted in: the United States, England, Ireland, the Netherlands, France, Hungary, Australia, South Africa and Canada - Fresh Mushrooms Operations - Accounts for 29% of the Company's total sales in 2002 and 21% of its operating income - Operates a farm located in Quincy, Florida, one of the most modern and efficient mushroom production operations in North America - Within Quincy operations are four satellite mushroom growing facilities; two commenced operations in mid-2001 and two commenced operations in early 2003 - January 2000, Sylvan began selling all of its mushrooms to a leading U.S. mushroom marketing organization that packages and distributes them throughout the eastern United States [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 15 Overview of the Company Business Outlook - - Global "fresh" mushroom market is a mature industry growing at GDP growth rates - - Fresh producers in U.S. continue to struggle with high potential for further consolidation - - Certain international markets unstable and in state of transition/consolidation - French growers benefiting from government subsidies - Growers in Poland taking some market share away from Sylvan - Overall European market mature - - Modest upside potential in bioproducts; however, no "break-out" products near-term - Agaricus Blazei sales up due to Japanese demand for tea product - Red Yeast Rice revenue well above forecast due to strong GNC demand in Q2 - Company pursuing new sales channels for bioproducts (Whole Foods, Wild Oats, Vitamin Shoppes, etc.) - - Company maintaining strong market position with strategic initiatives to increase volume: - JV operations in Mexico - "Satellite" growing opportunities for farmers - - Few catalysts likely to significantly increase overall demand for fresh mushrooms and therefore spawn - - Recent initiatives to lower prices in an effort to increase volume yielded limited success due to competitors following Sylvan - - Limited capital requirements going forward to maintain world-class infrastructure and support projected global demand [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 16 Overview of the Company Summary Ownership Profile
TOTAL PERCENTAGE DILUTED PERCENTAGE REPORT DATE HOLDER NAME SHARES HELD (1) OF TOTAL SHARES (6) OF TOTAL - ------------------- ------------------------------------------------------ --------------- ---------- ---------- ---------- Insider Holdings 8/21/2003 Nelson Obus - Director 1,069,886(2) 20.75% 1,080,886 18.18% 8/21/2003 Dennis C Zensen - Chairman, President and CEO 694,128(3) 13.46% 724,128 12.18% 8/21/2003 Virgil H. Jurgensmeyer - Director 20,000 0.39% 55,000 0.92% 8/21/2003 Monir K. Elzalaki - Director & Pres. of Sylvan America 11,061 0.21% 56,061 0.94% 8/21/2003 William L. Bennett - Director 8,880(4) 0.17% 24,880 0.42% 8/21/2003 Jeanie Heller - Director 1,000 0.02% 17,000 0.29% 8/21/2003 Donald A. Smith - CFO 0 0.00% 33,668 0.57% 8/21/2003 All Others 48,645 0.94% 241,440 4.06% --------- ------ --------- ------ 1,853,600 35.96% 2,233,063 37.55% 5% Owners 3/31/2003 Steel Partners 537,772 10.43% 537,772 9.04% --------- ------ --------- ------ 537,772 10.43% 537,772 9.04% Other Institutions 6/30/2003 Dimensional Fund Advisors 397,676 7.71% 397,676 6.69% 6/30/2003 Manning & Napier Advisors 199,925 3.88% 199,925 3.36% 6/30/2003 Paradigm Capital Mgmt (cl King & Associates) 170,100 3.30% 170,100 2.86% 6/30/2003 Gabelli Funds Llc 143,000 2.77% 143,000 2.40% 6/30/2003 Fidelity Mgmt & Research Co 142,100 2.76% 142,100 2.39% 6/30/2003 Loeb Arbitrage Management Inc. 115,110 2.23% 115,110 1.94% --------- ------ --------- ------ 1,167,911 22.66% 1,167,911 19.64% Total Holders Identified 3,559,283 69.04% 3,938,746 66.23% ========= ====== ========= ====== Retail Holdings & Other Institutions 1,595,848 30.96% 2,007,925 33.77% Total Shares Outstanding (5) 5,155,131 100.00% 5,946,671 100.00% ========= ====== ========= ======
- ----------------------- (1) Based on Computershare Analytics and Company filings. (2) Mr. Obus is President of Wynnefield Capital, Inc. and a member of Wynnefield Capital Management. (3) Owned by Mr. and Mrs. Zensen as joint tenants. (4) Includes 2,000 shares held in Mr. Bennett's 401(k) account and 880 shares held by trusts for the benefit of his children. (5) Share count from draft 10-Q for the quarter ended Sept. 28, 2003. (6) Includes 791,540 options from 12/31/02 10-K. [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 17 Price and Volume Graph [GRAPHIC OF CHART] [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 18 Volume Traded SYLVAN INC. VOLUME WEIGHTED AVERAGE PRICE OF SHARES TRADED FROM 11/14/01 TO PRESENT
CUMULATIVE --------------------------------------------- DAYS % OF TOTAL % OF TOTAL DAYS % OF TOTAL % OF TOTAL TRADING DAILY AVG. DAYS TRADING TRADING DAILY AVG. DAYS TRADING TRADING RANGE IN RANGE TRADED VOLUME VOLUME IN RANGE TRADED VOLUME VOLUME - ------------------------------------------------------------------------------------------------------------- $9.00 - $9.25 7 1.3% 14,400 0.3% 7 1.3% 14,400 0.3% $9.25 - $9.50 1 0.2% 7,000 0.1% 8 1.5% 21,400 0.4% $9.50 - $9.75 10 1.9% 27,400 0.6% 18 3.4% 48,800 1.0% $9.75 - $10.00 33 6.3% 187,414 3.9% 51 9.8% 236,214 4.9% $10.00 - $10.25 66 12.6% 420,570 8.8% 117 22.4% 656,784 13.7% $10.25 - $10.50 65 12.4% 214,994 4.5% 182 34.8% 871,778 18.2% $10.50 - $10.75 32 6.1% 286,568 6.0% 214 40.9% 1,158,346 24.2% $10.75 - $11.00 29 5.5% 344,400 7.2% 243 46.5% 1,502,746 31.4% - ---------------------------------------------------------------------------------------------------------- $11.00 - $11.25 54 10.3% 1,378,000 28.8% 297 56.8% 2,880,746 60.2% - ---------------------------------------------------------------------------------------------------------- $11.25 - $11.50 66 12.6% 170,600 3.6% 363 69.4% 3,051,346 63.8% $11.50 - $11.75 40 7.6% 503,100 10.5% 403 77.1% 3,554,446 74.3% $11.75 - $12.00 30 5.7% 347,400 7.3% 433 82.8% 3,901,846 81.6% $12.00 - $12.25 7 1.3% 124,100 2.6% 440 84.1% 4,025,946 84.2% ========================================================================================================== $12.25 - $12.50 13 2.5% 219,900 4.6% 453 86.6% 4,245,846 88.7% $12.50 - $12.75 49 9.4% 282,700 5.9% 502 96.0% 4,528,546 94.7% $12.75 - $13.00 14 2.7% 190,800 4.0% 516 98.7% 4,719,346 98.6% $13.00 - $13.25 6 1.1% 51,600 1.1% 522 99.8% 4,770,946 99.7% $13.25 - $13.50 1 0.2% 13,200 0.3% 523 100.0% 4,784,146 100.0% ======================================= TOTAL: 523 100% 4,784,146 100%
[MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 19 Recent Quarter Earnings Announcement
NINE MONTHS ENDED ($ IN MILLIONS) --------------------------------- 3Q03 3Q02 VARIANCE ------ ------ --------- Revenue $ 69.8 $ 64.6 $ 5.2 Cost of Sales 44.0 38.2 5.7 ------ ------ ------ Gross Profit 25.8 26.3 (0.5) SG&A 16.5 15.6 0.9 EBITDA 9.4 10.8 (1.4) Depreciation and Amortization 4.8 4.4 0.4 ------ ------ ------ EBIT 4.5 6.3 (1.8) Other Income 0.1 0.1 0.1 Interest Expense, Net 1.2 1.4 (0.1) ------ ------ ------ EBT 3.4 5.0 (1.7) Income Tax Expense 1.1 1.7 (0.5) Minority Interest 0.1 0.1 0.1 ------ ------ ------ Net Income from Continuing Operations $ 2.1 $ 3.3 $ (1.2) ====== ====== ====== Earnings Per Share from Continuing Operations $ 0.41 $ 0.60 $(0.19) Fully-Diluted Shares Outstanding 5.2 5.5
- ------------------------- Source: Company Press Release. 3Q03 VS. 3Q02 - Consolidated operating income for the nine-months ended September 28, 2003 decreased 29%, when compared to the corresponding 2002 period, reflecting a 14% decrease in operating income from the Spawn Products Segment, a 1% increase in operating income from the Fresh Mushrooms Segment and a 23% increase in unallocated corporate expenses. - The increase in corporate expenses during the 2003 nine-month period was related to the recording of a net periodic pension expense of $502,000. - Net sales of spawn and spawn-related products increased 4% due to a weaker U.S. dollar on overseas sales that was partially offset by a 6% decrease in spawn product sales volume. - Net sales of fresh mushrooms increased during the first nine months of 2003 to $21.9 million, as compared with $18.8 million for the corresponding period of 2002, reflecting a 7% increase in the number of pounds sold and a 1% increase in the average selling price per pound. - Operating income of the fresh mushrooms segment for the first nine-months of 2003 was $2.0 million, which is 1% higher than the amount reported for the first nine months of 2002. [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 20 Overview of the Company Summary Income Statement
FISCAL YEAR ENDED DECEMBER, (1), (2) ------------------------------------ LTM ENDED 2001 2002 2003E (2) 9/28/2003 (2) ---------- ---------- ---------- ------------- Net sales $ 85,911 $ 88,192 $ 95,857 $ 93,401 Operating costs and expenses Cost of sales 49,818 52,109 61,344 57,835 Selling and administration 17,806 19,216 20,472 20,115 Research and development 1,721 1,965 1,244 1,965 Depreciation and amortization 5,575 5,842 6,268 6,234 --------- --------- --------- ---------- 74,920 79,132 89,328 86,149 --------- --------- --------- ---------- Operating income 10,991 9,060 6,529 7,252 Interest expense, net 2,532 1,865 1,524 1,723 Other income (expense) (19) (3) - 57 --------- --------- --------- ---------- Income before income taxes 8,440 7,192 5,005 5,586 Income taxes 2,490 2,406 1,656 1,884 --------- --------- --------- ---------- Income before minority interest 5,950 4,786 3,349 3,703 Minority interest 121 117 184 203 --------- --------- --------- ---------- Net income $ 5,829 $ 4,669 $ 3,165 $ 3,500 ========= ========= ========= ========== Earnings per share $ 1.05 $ 0.86 $ 0.59 $ 0.65 Diluted WASO 5,552 5,455 5,370 5,370 EBITDA (4) $ 17,200 $ 14,876 $ 13,080 $ 13,486 Maintenance Cap Ex $ 4,100 $ 3,400 $ 3,850 $ 3,100 Expansionary Cap Ex 4,644 2,744 - 2,876 --------- --------- --------- ---------- Total Cap Ex $ 8,744 $ 6,144 $ 3,850 $ 5,976 Revenue growth 0.0% 2.7% 8.7% n/a EBITDA margin 20.0% 16.9% 13.6% 14.4% Operating income margin 12.8% 10.3% 6.8% 7.8% Income before income taxes margin 9.8% 8.2% 5.2% 6.0% Net income margin 6.8% 5.3% 3.3% 3.7% Effective tax rate 29.5% 33.5% 33.1% 33.7% PROJECTED FISCAL YEAR ENDING DECEMBER, (1), (2), (3) ---------------------------------------------------------- 2004 2005 2006 2007 2008 ---------- ---------- ---------- ---------- ---------- Net sales $ 96,852 $ 97,670 $ 100,600 $ 103,618 $ 106,727 Operating costs and expenses Cost of sales 61,461 61,795 61,869 62,171 64,036 Selling and administration 20,388 20,495 21,020 21,624 22,245 Research and development 1,250 1,250 1,308 1,347 1,387 Depreciation and amortization 6,323 5,996 5,726 5,510 5,340 --------- --------- --------- --------- --------- 89,422 89,536 89,923 90,652 93,008 --------- --------- --------- --------- --------- Operating income 7,430 8,134 10,677 12,966 13,719 Interest expense, net 1,385 1,015 620 170 (335) Other income (expense) - - - - - --------- --------- --------- --------- --------- Income before income taxes 6,045 7,119 10,057 12,796 14,054 Income taxes 2,116 2,492 3,520 4,479 4,919 --------- --------- --------- --------- --------- Income before minority interest 3,929 4,627 6,537 8,317 9,135 Minority interest 117 117 117 117 117 --------- --------- --------- --------- --------- Net income $ 3,812 $ 4,510 $ 6,420 $ 8,200 $ 9,018 ========= ========= ========= ========= ========= Earnings per share $ 0.71 $ 0.84 $ 1.20 $ 1.53 $ 1.68 Diluted WASO 5,370 5,370 5,370 5,370 5,370 EBITDA (4) $ 13,953 $ 14,130 $ 16,603 $ 18,676 $ 19,259 Maintenance Cap Ex $ 3,850 $ 3,850 $ 3,850 $ 3,850 $ 3,850 Expansionary Cap Ex - - - - - --------- --------- --------- --------- --------- Total Cap Ex $ 3,850 $ 3,850 $ 3,850 $ 3,850 $ 3,850 Revenue growth 1.0% 0.8% 3.0% 3.0% 3.0% EBITDA margin 14.4% 14.5% 16.5% 18.0% 18.0% Operating income margin 7.7% 8.3% 10.6% 12.5% 12.9% Income before income taxes margin 6.2% 7.3% 10.0% 12.3% 13.2% Net income margin 3.9% 4.6% 6.4% 7.9% 8.4% Effective tax rate 35.0% 35.0% 35.0% 35.0% 35.0%
- ----------------------- (1) The Company maintains its accounting records on a 52-53 week fiscal year ending the Sunday nearest December 31. All of the above fiscal years are 52 weeks. (2) Excludes non-recurring expenses. (3) Based upon management estimates dated September 23, 2003. Includes public company expenses. Assumes an Euro to U.S. Dollar exchange rate of 1.09 and a normalized tax rate of 35%. (4) EBITDA = operating income plus depreciation and amortization. 2001-2002 EBITDA includes amortization embedded in other line items. [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 21 Overview of the Company Balance Sheet
DEC. 31, 2000 DEC. 30, 2001 DEC. 29, 2002 JUN. 29, 2003 SEPT. 28, 2003 ------------- ------------- ------------- ------------- -------------- ASSETS: Current assets: Cash and cash equivalents $ 5,371 $ 5,072 $ 5,624 $ 4,504 $ 6,118 Trade accounts receivable 12,740 13,133 14,399 14,709 15,095 Inventories 10,398 10,119 11,425 12,831 12,010 Prepaid income taxes and other expenses 1,420 1,437 1,495 2,066 2,181 Other current assets 1,634 4,206 1,494 1,472 1,731 --------- --------- --------- --------- --------- Total current assets 31,563 33,967 34,437 35,582 37,135 Property, plant and equipment: Land and improvements 3,693 3,711 3,987 n/a n/a Buildings 35,540 38,021 43,699 n/a n/a Equipment 48,072 51,014 56,895 n/a n/a --------- --------- --------- --------- --------- Total property, plant and equipment 87,305 92,746 104,581 n/a n/a Less: accumulated depreciation (34,769) (38,470) (45,794) n/a n/a --------- --------- --------- --------- --------- Total property, plant and equipment, net 52,536 54,276 58,787 60,132 59,640 Intangible assets 11,899 11,036 12,321 13,104 13,197 Other assets 9,776 7,811 1,261 1,066 1,187 --------- --------- --------- --------- --------- TOTAL ASSETS $ 105,774 $ 107,090 $ 106,806 $ 109,884 $ 111,159 ========= ========= ========= ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY: Current liabilities: Current portion of long-term debt $ 192 $ 2,430 $ 223 $ 163 $ 122 Accounts payable - trade 4,108 3,833 3,895 4,138 3,835 Accrued salaries, wages and employee benefits 2,653 2,635 2,771 2,580 2,956 Other accrued liabilities 896 905 1,413 1,794 2,099 Income taxes payable 690 942 1,545 1,202 1,344 --------- --------- --------- --------- --------- Total current liabilities 8,539 10,745 9,847 9,877 10,356 Long-term and revolving-term debt 39,871 37,255 38,162 36,140 35,260 Other long-term liabilities: Other employee benefits 1,056 1,362 9,538 9,770 9,811 Other 5,215 5,162 256 289 324 --------- --------- --------- --------- --------- Total other long-term liabilities 6,271 6,524 9,794 10,059 10,135 Minority interest 1,559 1,680 1,741 2,122 2,176 Total shareholders' equity 49,534 50,886 47,262 51,686 53,232 --------- --------- --------- --------- --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 105,774 $ 107,090 $ 106,806 $ 109,884 $ 111,159 ========= ========= ========= ========= =========
[MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 22 5 / OVERVIEW OF THE ACQUIROR [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 23 Overview of the Acquiror - - The Acquiror has been actively acquiring companies in a variety of industries since 1941 and currently maintains eleven separate operating segments that employ more than 450 people. - - The Acquiror was formally founded in 1975 in Kittening, Pennsylvania to provide management services for all Snyder subsidiaries. - - The Acquirer's subsidiaries operate in a broad range of businesses, including construction, mining, industrial equipment, energy, and agriculture. - - The Acquiror is partnered with Creekside Mushrooms, Ltd., which is the world's largest underground mushroom farm and owner of Moonlight (R) Brand mushrooms. - - Founders include: - Charles H. Snyder Sr. - Chairman of Snyder Associated Companies, Inc. - 1941 - PRESENT C.H. Snyder Co. Inc. - 1974 - PRESENT Bauer Company Inc. - Elmer A. Snyder [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 24 6 / ANALYSIS OF PROPOSED TRANSACTION [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 25 Analysis of Proposed Transaction Summary Transaction Multiples CALCULATION OF TRANSACTION VALUE
Offer Price $12.25 Sylvan Diluted Shares Outstanding (1) 5.2 Equity Value $ 64.2 Net Debt (2) 31.4 ------ Enterprise Value $ 95.6 ======
(1) Fully diluted shares outstanding based on the treasury stock method. (2) Includes minority interest of $2.2 million. IMPLIED TRANSACTION MULTIPLES
SYLVAN EV ESTIMATES MULTIPLE --------- -------- LTM 9/28/03 Revenue $93.4 1.0x EBITDA 13.5 7.1x FY 2003 ESTIMATE Revenue $95.9 1.0x EBITDA 13.1 7.3x FY 2004 ESTIMATE Revenue $96.9 1.0x EBITDA 14.0 6.9x
[MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 26 Analysis of Proposed Transaction Historical Stock Trading Analysis OFFER PRICE PREMIUM ANALYSIS RELATIVE TO HISTORY AS OF NOVEMBER 14, 2003 Offer Price: $ 12.25 125% of April 15, 2003 (1) $ 9.82 107% of May 13, 2002 (2) 11.44 142% of 52 Week Low Trading - March 19, 2003 8.60 103% of 52 Week High Trading - September 24, 2002 11.95 119% of Twelve-Month Average Closing Price 10.27 120% of Six-Month Average Closing Price 10.21 121% of One-Month Average Closing Price 10.10 65% of All Time Trading High - June 17, 1998 18.75 75% of Five-Year High - December 28, 1998 16.37

(1) Day prior to announcement of Sylvan management group buyout proposal. (2) Day prior to press release indicating Sylvan's exploration of strategic [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 27 Analysis of Proposed Transaction Valuation Summary
IMPLIED ENTERPRISE VALUE --------------------------------------------- ($ IN MILLIONS) 25TH 75TH VALUATION METHODOLOGY LOW PERCENTILE MEDIAN PERCENTILE HIGH - ----------------------- ----- ---------- ------ ---------- ------ COMPARABLE COMPANIES $63.2 $68.8 $74.3 $102.2 $130.0 COMPARABLE TRANSACTIONS 84.9 85.2 85.6 95.7 105.9 DISCOUNTED CASH FLOW 79.0 84.4 89.8 95.7 101.6 LEVERAGED BUY-OUT 76.2 n/m n/m n/m 88.6 PROPOSED TRANSACTION $95.6

IMPLIED EQUITY VALUE PER SHARE ---------------------------------------------- 25TH 75TH VALUATION METHODOLOGY LOW PERCENTILE MEDIAN PERCENTILE HIGH - ----------------------- ------ ---------- ------ ---------- ------ COMPARABLE COMPANIES $ 6.16 $ 7.24 $ 8.32 $13.72 $19.12 COMPARABLE TRANSACTIONS 10.79 10.86 10.93 12.89 14.86 DISCOUNTED CASH FLOW 9.23 10.28 11.33 12.47 13.60 LEVERAGED BUY-OUT 8.69 n/m n/m n/m 11.03 PROPOSED TRANSACTION $12.25
[MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 28 Analysis of Proposed Transaction Valuation Summary - - The valuation ranges implied by the techniques employed are summarized below, based on the following: - LBO ANALYSIS - High and low values represent 20% and 30% IRRs - DCF ANALYSIS - Based on discount rates and EBITDA exit multiples of 12% - 14% and 5.0x - 6.5x - COMPARABLE TRANSACTION ANALYSIS (1) - Based on 2003E EBITDA and multiples of 6.5x - 8.1x - PUBLICLY-TRADED COMPARABLE COMPANY ANALYSIS (2) - Based on 2003E EBITDA and multiples of 4.8x - 9.9x IMPLIED ENTERPRISE VALUE ($ in million) [GRAPHIC OF CHART] IMPLIED EQUITY PER SHARE [GRAPHIC OF CHART] - ----------------------- (1) Based on best comparable transactions including: Savia acquiring Seminis, Inc., Investor Group acquiring Dole, Cal-Maine Foods acquiring Smith Farms, and Investor Group acquiring Maui Land & Pineapple. (2) Based on best comparable companies including: BG, CQB, FDP and HORT. [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 29 ANALYSIS of PROPOSED TRANSACTION Comparable Companies Analysis
RANGE OF VALUATION MULTIPLES IMPLIED BY COMPARABLE PUBLIC COMPANIES ANALYSIS 2003E ------------------------------------------------------------------- OPERATING 25TH 75TH DATA LOW PRTL MEDIAN PRTL HIGH --------- --------- -------- -------- --------- --------- ENTERPRISE VALUE TO LTM: ALL COMPARABLES: EBITDA 4.8 x 5.4 x 5.9 x 9.0 x 12.2 x BEST COMPARABLES: EBITDA 4.8 x 5.3 x 5.7 x 7.8 x 9.9 x ($ IN MILLIONS) ----------------------------------------------------------------- IMPLIED ENTERPRISE VALUE BASED ON BEST COMPARABLES: EBITDA $ 13.1 $ 63.2 $ 68.8 $ 74.3 $ 102.2 $ 130.0 ----------------------------------------------------------------- PROPOSED TRANSACTION ENTERPRISE VALUE $ 95.6 ----------------------------------------------------------------- IMPLIED EQUITY VALUE BASED ON BEST COMPARABLES: EBITDA $ 13.1 $ 6.16 $ 7.24 $ 8.32 $ 13.72 $ 19.12 ----------------------------------------------------------------- PROPOSED TRANSACTION EQUITY VALUE/SHARE $12.25 -----------------------------------------------------------------
[MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS NOVEMBER 16, 2003 / 30 Analysis of Proposed Transaction COMPARABLE COMPANIES ANALYSIS CAPITALIZATION & OPERATING DATA:(1)
MARKET CAPITALIZATION(2) % OF ------------------------- LTM OPERATING RESULTS ($ millions, except per share data) TICKER PRICE 52-WK EQUITY MKT ENTERPRISE ----------------------------------- COMPANY SYMBOL 11/14/03 HIGH CAP VALUE SALES EBITDA(3) EBIT SYLVAN INC.(5) SYLN $10.10 87.8% $ 52.1 $ 83.5 $ 93.4 $ 13.5 $ 7.3 GRAIN HANDLING & PROCESSING Archer-Daniels-Midland Co. ADM 14.24 95.3% 9,247.5 12,927.6 31,732.0 1,459.9 797.6 Bunge Limited BG 27.50 88.3% 2,760.2 5,391.2 20,620.0 915.0 729.0 FRUITS & VEGETABLES Chiquita Brands Int'l, Inc. CQB 19.60 97.7% 803.3 1,079.8 2,714.7 108.6 66.9 Fresh Del Monte Produce Inc. FDP 25.65 88.4% 1,469.2 1,439.3 2,395.5 298.0 234.9 Northland Cranberries, Inc. NRCNA 0.48 44.9% 47.1 84.8 92.2 11.1 7.4 AG INPUTS Delta and Pine Land Co. DLP 24.34 95.5% 978.3 867.4 284.4 71.3 63.8 Hines Horticulture, Inc. HORT 4.15 92.8% 91.9 334.4 338.3 61.1 52.0 PROTEIN Cal-Maine Foods, Inc. CALM 17.68 89.3% 216.2 312.1 419.6 56.8 40.2 Sanderson Farms, Inc. SAFM 36.24 99.6% 485.9 505.1 818.6 87.2 62.6 - ------------------------------------------------------------------------------------------------------------------------------------ High 99.6% 9,247.5 12,927.6 31,732.0 1,459.9 797.6 Median 92.8% 803.3 867.4 818.6 87.2 63.8 Mean 88.0% 1,788.9 2,549.1 6,601.7 341.0 228.3 Low 44.9% 47.1 84.8 92.2 11.1 7.4 - ------------------------------------------------------------------------------------------------------------------------------------ LTM OPERATING RESULTS LTM MARGINS 3 FISCAL YR. CAGR(4) ($ millions, except per share data) --------- ----------------------------------- --------------------------------- COMPANY NET INC EBITDA EBIT NET INC SALES EBITDA NET INC SYLVAN INC.(5) $ 3.5 14.4% 7.8% 3.7% 5.6% (12.8%) (26.3%) GRAIN HANDLING & PROCESSING Archer-Daniels-Midland Co. 502.1 4.6% 2.5% 1.6% 25.5% 7.1% 9.6% Bunge Limited 367.0 4.4% 3.5% 1.8% 20.7% 36.0% 128.3% FRUITS & VEGETABLES Chiquita Brands Int'l, Inc. 65.0 4.0% 2.5% 2.4% 2.5% (5.9%) N/A Fresh Del Monte Produce Inc. 246.3 12.4% 9.8% 10.3% 6.0% 45.2% 153.7% Northland Cranberries, Inc. 8.9 12.1% 8.0% 9.7% (30.0%) N/A N/A AG INPUTS Delta and Pine Land Co. 32.7 25.1% 22.4% 11.5% (7.5%) 0.9% (3.4%) Hines Horticulture, Inc. 6.1 18.0% 15.4% 1.8% 5.2% (4.7%) (8.6%) PROTEIN Cal-Maine Foods, Inc. 21.6 13.5% 9.6% 5.2% 4.0% 12.0% 43.5% Sanderson Farms, Inc. 33.0 10.6% 7.7% 4.0% 10.8% 60.5% N/A - ----------------------------------------------------------------------------------------------------------------------------- High 502.1 25.1% 22.4% 11.5% 25.5% 60.5% 153.7% Median 33.0 12.1% 8.0% 4.0% 5.2% 9.5% 26.5% Mean 142.5 11.7% 9.0% 5.4% 4.1% 18.9% 53.8% Low 6.1 4.0% 2.5% 1.6% (30.0%) (5.9%) (8.6%) - -----------------------------------------------------------------------------------------------------------------------------
- ------------------------------ (1) Excludes non-recurring and extraordinary items. (2) Fully-diluted using the treasury-stock method. (3) EBITDA = income from operations plus the sum of depreciation, amortization and non-cash stock option compensation. (4) Historical results have not been adjusted to reflect the discontinuation of goodwill amortization. (5) Sylvan is shown for illustrative purposes only and is not included in high, median, mean and low calculations. (6) Earnings estimates are from First Call, where available, and calendarized, where appropriate. (7) Growth rates are from Bloomberg, where available. (8) ROIC = EBITDA divided by the sum of total equity and total debt. (9) Best comparables include BG, CQB, FDP and HORT. [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS NOVEMBER 16, 2003 / 31 Analysis of Proposed Transaction Comparable Companies Analysis VALUATION & LEVERAGE STATISTICS:
EQUITY MKT CAP / ENTERPRISE VALUE / LTM --------------------- EPS ESTIMATES(6) -------------------------------- NET BOOK ---------------- COMPANY SALES EBITDA EBIT INCOME VALUE 2003 2004 SYLVAN INC.(5) 0.9 X 6.2 X 11.5 X 14.9 X 1.0 X N/A N/A GRAIN HANDLING & PROCESSING Archer-Daniels-Midland Co. 0.4 x 8.9 x 16.2 x 18.4 x 1.3 x 0.81 0.99 Bunge Limited 0.3 x 5.9 x 7.4 x 7.5 x 1.3 x 2.50 2.80 FRUITS & VEGETABLES Chiquita Brands Int'l, Inc. 0.4 x 9.9 x 16.1 x 12.4 x 1.1 x 1.91 2.68 Fresh Del Monte Produce Inc. 0.6 x 4.8 x 6.1 x 6.0 x 1.6 x 3.78 3.86 Northland Cranberries, Inc. 0.9 x 7.6 x 11.5 x 5.3 x 1.1 x N/A N/A AG INPUTS Delta and Pine Land Co. 3.1 x 12.2 x 13.6 x 29.9 x 4.2 x 1.05 1.29 Hines Horticulture, Inc. 1.0 x 5.5 x 6.4 x 15.0 x 1.6 x N/A N/A PROTEIN Cal-Maine Foods, Inc. 0.7 x 5.5 x 7.8 x 10.0 x 2.9 x N/A N/A Sanderson Farms, Inc. 0.6 x 5.8 x 8.1 x 14.7 x 2.9 x N/A N/A ALL COMPARABLES - ------------------------------------------------------------------------------------------------------------------------------- High 3.1 x 12.2 x 16.2 x 29.9 x 4.2 x 3.78 3.86 Median 0.6 x 5.9 x 8.1 x 12.4 x 1.6 x 1.91 2.68 Mean 0.9 x 7.3 x 10.4 x 13.2 x 2.0 x 2.01 2.32 Low 0.3 x 4.8 x 6.1 x 5.3 x 1.1 x 0.81 0.99 - ------------------------------------------------------------------------------------------------------------------------------- BEST COMPARABLES (9) - ------------------------------------------------------------------------------------------------------------------------------- High 1.0 x 9.9 x 16.1 x 15.0 x 1.6 x 3.78 3.86 Median 0.5 x 5.7 x 6.9 x 9.9 x 1.4 x 2.50 2.80 Mean 0.6 x 6.5 x 9.0 x 10.2 x 1.4 x 2.73 3.11 Low 0.3 x 4.8 x 6.1 x 6.0 x 1.1 x 1.91 2.68 - ------------------------------------------------------------------------------------------------------------------------------- LEVERAGE STATISTICS --------------------------------- PROJECTED P/E 2004 P/E / DEBT / ------------------- 5 YR. EPS EBITDA / DEBT / EQUITY MKT COMPANY 2003 2004 GROWTH(7) ROIC(8) INTEREST EBITDA CAP SYLVAN INC.(5) N/A N/A N/A 15.2% 7.8 X 2.6 X 68.0% GRAIN HANDLING & PROCESSING Archer-Daniels-Midland Co. 17.6 x 14.4 x 165.3% 11.9% 6.2 x 3.5 x 54.6% Bunge Limited 11.0 x 9.8 x 107.9% 19.1% 21.8 x 2.8 x 93.7% FRUITS & Vegetables Chiquita Brands Int'l, Inc. 10.3 x 7.3 x 60.9% 9.2% 2.2 x 4.0 x 54.3% Fresh Del Monte Produce Inc. 6.8 x 6.6 x 88.6% 30.1% 32.4 x 0.2 x 3.3% Northland Cranberries, Inc. N/A N/A N/A 12.8% 5.7 x 4.0 x 95.5% AG INPUTS Delta and Pine Land Co. 23.3 x 18.8 x 198.2% 30.6% N/A 0.0 x 0.2% Hines Horticulture, Inc. N/A N/A N/A 20.4% 2.3 x 4.0 x 263.9% PROTEIN Cal-Maine Foods, Inc. N/A N/A N/A 31.6% 7.3 x 1.9 x 49.2% Sanderson Farms, Inc. N/A N/A N/A 41.5% 32.8 x 0.5 x 8.5% ALL COMPARABLES - ----------------------------------------------------------------------------------------------------------------------------- High 23.3 x 18.8 x 198.2% 41.5% 32.8 x 4.0 x 263.9% Median 11.0 x 9.8 x 107.9% 20.4% 6.7 x 2.8 x 54.3% Mean 13.8 x 11.4 x 124.2% 23.0% 13.8 x 2.3 x 69.2% Low 6.8 x 6.6 x 60.9% 9.2% 2.2 x 0.0 x 0.2% - ----------------------------------------------------------------------------------------------------------------------------- BEST COMPARABLES(9) - ----------------------------------------------------------------------------------------------------------------------------- High 11.0 x 9.8 x 107.9% 30.1% 32.4 x 4.0 x 263.9% Median 10.3 x 7.3 x 88.6% 19.8% 12.0 x 3.4 x 74.0% Mean 9.3 x 7.9 x 85.8% 19.7% 14.6 x 2.7 x 103.8% Low 6.8 x 6.6 x 60.9% 9.2% 2.2 x 0.2 x 3.3% - -----------------------------------------------------------------------------------------------------------------------------
- ----------------------- (1) Excludes non-recurring and extraordinary items. (2) Fully-diluted using the treasury-stock method. (3) EBITDA = income from operations plus the sum of depreciation, amortization and non-cash stock option compensation. (4) Historical results have not been adjusted to reflect the discontinuation of goodwill amortization. (5) Sylvan is shown for illustrative purposes only and is not included in high, median, mean and low calculations. (6) Earnings estimates are from First Call, where available, and calendarized, where appropriate. (7) Growth rates are from Bloomberg, where available. (8) ROIC = EBITDA divided by the sum of total equity and total debt. (9) Best comparables include BG, CQB, FDP and HORT. [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 32 Analysis of Proposed Transaction Comparable Transactions Analysis
RANGE OF VALUATION MULTIPLES IMPLIED BY COMPARABLE TRANSACTIONS ANALYSIS 2003E ------------------------------------------------------------------- OPERATING 25TH 75TH DATA LOW PRTL MEDIAN PRTL HIGH --------- --------- --------- --------- --------- --------- ENTERPRISE VALUE TO LTM: ENTIRE GROUP: EBITDA 5.9 x 7.0 x 8.1 x 15.6 x 23.1 x BEST COMPARABLES: EBITDA 6.5 x 6.5 x 6.5 x 7.3 x 8.1 x IMPLIED ENTERPRISE VALUE: ($ IN MILLIONS) ----------------------------------------------------------------- EBITDA $ 13.1 $ 84.9 $ 85.2 $ 85.6 $ 95.7 $ 105.9 ----------------------------------------------------------------- PROPOSED TRANSACTION ENTERPRISE VALUE $ 95.6 ----------------------------------------------------------------- IMPLIED EQUITY VALUE PER SHARE: EBITDA $ 13.1 $ 10.79 $ 10.86 $ 10.93 $ 12.89 $ 14.86 ----------------------------------------------------------------- PROPOSED TRANSACTION EQUITY VALUE PER SHARE $ 12.25 -----------------------------------------------------------------
[MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 33 Analysis of Proposed Transaction Comparable Transactions Analysis
($ in millions) ENTERPRISE VALUE MULTIPLES: ANNOUNCEMENT DATE ACQUIROR EQUITY --------------------------- CLOSING DATE TARGET EQUITY ENTERPRISE PREMIUM VALUE TO: LTM LTM LTM CONSIDERATION TARGET BUSINESS VALUE VALUE PAID LTM NI REVENUE EBITDA EBIT 8/29/2003 Venture Group n/a n/a n/a n/a n/a n/a n/a 8/29/2003 Packers of Indian River Ltd. (Chiquita Brands International Inc.) Cash Producer and wholesaler of fresh and processed citrus products 8/18/2003 Tyson Foods Inc. 74.0 74.0 n/a 0.3 x n/a n/a n/a Pending Choctaw Maid Farms Inc. n/a Producer and manufacturer of wholesale poultry products 8/18/2003 BC Natural Foods LLC n/a n/a n/a n/a n/a n/a n/a 8/18/2003 Penn Valley Farms n/a Owner and operator of poultry farms 6/9/2003 Pilgrims Pride Corp 302.7 597.3 n/a n/a 0.3 x 23.1 x n/a Pending ConAgra Foods Inc-Chicken Business Cash/Stock/Sub. Notes Producer of meat, eggs, and cooking oil 2/4/2003 Riviana Foods Inc. 25.3 25.3 n/a n/a 0.7 x n/a n/a 2/10/2003 ACH Rice Specialties Business (Associated British Foods Plc) Cash Producer and marketer of rice products 12/13/2002 Savia, S.A. de C.V. 384.4 650.0 50.6% 126.0 x 1.4 x 8.1 x 13.3 x 9/30/2003 Seminis, Inc. Cash Producer and marketer of fruit and vegetable seeds 9/22/2002 Investor Group 2,017.8 2,500.0 36.8% 13.1 x 0.6 x 6.6 x 9.1 x 3/31/2003 Dole Food Co., Inc. Cash Producer and marketer of fresh fruit and vegetables 8/17/2001 Nippon Suisan 175.0 175.0 n/a n/a 0.7 x 8.8 x n/a 10/2/2001 Gorton's & Bluewater Seafoods Cash Producers of frozen seafood 1/23/2001 Hormel Foods Corp 334.4 334.4 n/a 16.0 x 1.0 x n/a 10.0 x 2/26/2001 The Turkey Store Co. (d/b/a Jerome Foods, Inc.) Cash Producer of poultry, food products 9/27/2000 Pilgrim's Pride Corp. 234.5 280.0 105.4% 65.2 x 0.3 x 10.2 x 31.2 x 1/28/2001 WLR Foods, Inc. Cash Producer of poultry products
[MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 34 Analysis of Proposed Transaction Comparable Transactions Analysis
ENTERPRISE VALUE MULTIPLES: ANNOUNCEMENT DATE ACQUIROR EQUITY --------------------------- CLOSING DATE TARGET EQUITY ENTERPRISE PREMIUM VALUE TO: LTM LTM LTM CONSIDERATION TARGET BUSINESS VALUE VALUE PAID LTM NI REVENUE EBITDA EBIT 8/9/2000 Lesaffre et Compagnie $ 113.0 $ 113.0 n/a n/a 0.9 x n/a n/a 2/26/2001 Red Star Yeast and Products (Sensient Technologies Corp.) Cash Supplier of yeast to commercial bakery 12/20/1999 Money's Mushrooms Ltd. 50.0 50.0 n/a n/a 0.4 x n/a n/a 2/1/2000 Fresh Mushrooms Business (Vlasic Foods Int'l Inc.) Cash Producer of fresh mushrooms 12/6/1999 ConAgra, Inc. 360.0 376.0 n/a n/a 0.8 x n/a 11.1 x 1/3/2000 Seaboard Farms (Seaboard Corp.) Cash Producer of poultry products 9/15/1999 Cal-Maine Foods, Inc. 36.2 36.2 n/a 13.4 x 0.7 x 6.5 x 9.1 x 9/30/1999 Smith Farms, Inc. Cash Owns and operates egg farms 7/15/1999 Reservoir Capital Group LLC 72.2 153.8 8.7% 36.8 x 1.2 x 10.0 x 21.7 x 11/2/1999 Orange-co., Inc. Cash Producer of citrus fruit, juices 7/2/1999 Investor Group 95.2 119.6 (12.8%) 18.0 x 0.8 x 6.5 x 11.7 x 9/7/1999 Maui Land & Pineapple Co., Inc. n/a Producer of pineapples 5/14/1999 Pictsweet LLC 23.8 72.6 36.6% 39.3 x 0.4 x 5.9 x 13.9 x 9/23/1999 United Foods, Inc. Cash Producer and marketer of frozen fruits, vegetables
Summary Multiples: Median 36.7% 18.0 x 0.7 x 8.1 x 11.7 x Mean 37.6% 36.4 x 0.7 x 9.5 x 14.6 x Low (12.8%) 0.3 x 0.3 x 5.9 x 9.1 x High 105.4% 126.0 x 1.4 x 23.1 x 31.2 x

Summary Best Comparable Multiples(1): Median 36.8% 15.7 x 0.7 x 6.5 x 10.4 x Mean 24.9% 42.6 x 0.9 x 6.9 x 10.8 x Low -12.8% 13.1 x 0.6 x 6.5 x 9.1 x High 50.6% 126.0 x 1.4 x 8.1 x 13.3 x

- ---------------------- Source: Thomson Financial, SEC filings and company press releases. Data includes transactions announced between January 1, 1999 and November 6, 2003. (1) Best transactions include Savia acquiring Seminis, Inc, Investor Group acquiring Dole, Cal-Maine Foods acquiring Smith Farms, and Investor Group acquiring Maui Land & Pineapple. [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 35 Analysis of Proposed Transaction Discounted Cash Flow Analysis
PRESENT VALUE PRESENT VALUE OF TERMINAL OF FREE + VALUE = PRESENT VALUE OF ENTERPRISE CASH FLOWS MULTIPLE OF 2008 EBITDA VALUE DISCOUNT ------------- ------------------------- --------------------------- RATE 2004 - 2008 5.00X 5.75X 6.50X 5.00X 5.75X 6.50X - -------- ------------- ----- ----- ----- ----- ----- ------- 12.0% $30.5 $54.6 $62.8 $71.0 $85.2 $93.4 $ 101.6 13.0% 29.7 52.3 60.1 67.9 82.0 89.8 97.7 14.0% 29.0 50.0 57.5 65.0 79.0 86.5 94.0 TOTAL RANGE $79.0 - $ 101.6 ASSUMED OFFER PRICE $95.6

IMPLIED EQUITY VALUE IMPLIED EQUITY VALUE PER SHARE DISCOUNT NET DEBT ------------------------- ------------------------------ RATE - SEPT. 28, 2003 = 5.00X 5.75X 6.50X 5.00X 5.75X 6.50X - -------- ------------- ----- ----- ----- ----- ----- ------- 12.0% $31.4 $53.7 $61.9 $70.1 $10.42 $12.01 $ 13.60 13.0% 31.4 50.6 58.4 66.2 9.81 11.33 12.85 14.0% 31.4 47.6 55.1 62.6 9.23 10.68 12.14 TOTAL RANGE $47.6 - $70.1 $ 9.23 - $ 13.60 ASSUMED OFFER PRICE $64.2 $12.25
[MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 36 Analysis of Proposed Transaction Discounted Cash Flow Analysis HISTORICAL AND PROJECTED CASH FLOWS ($ in millions except per share data)
Fiscal Year End December, HISTORICAL CAGR PROJECTED (a) CAGR ------------------------------------------------------------------------------------ 2001 2002 2003 01-03 2004 2005 2006 2007 2008 04-08 - ------------------------------------------------------------------------------------------------------------------------ Net Sales $85.9 $88.2 $95.9 5.6% $ 96.9 $ 97.7 $100.6 $103.6 $106.7 2.5% % Growth - 2.7% 8.7% 1.0% 0.8% 3.0% 3.0% 3.0% EBITDA 17.2 14.9 13.1 -12.8% 14.0 14.1 16.6 18.7 19.3 8.4% % of Sales 20.0% 16.9% 13.6% 14.4% 14.5% 16.5% 18.0% 18.0% EBIT 11.6 9.0 6.8 -23.5% 7.6 8.1 10.9 13.2 13.9 16.2% % of Sales 13.5% 10.2% 7.1% 7.9% 8.3% 10.8% 12.7% 13.0% Less: Taxes @ 35% (4.1) (3.2) (2.4) (2.7) (2.8) (3.8) (4.6) (4.9) ---------------------- ------------------------------------------ UNLEVERED NET INCOME 7.6 5.9 4.4 -23.5% 5.0 5.3 7.1 8.6 9.0 16.2% Plus: Depreciation and Amortization 5.6 5.8 6.3 6.3 6.0 5.7 5.5 5.3 Less: Capital Expenditures (4.1) (3.4) (3.9) (3.9) (3.9) (3.9) (3.9) (3.9) Less: Increase in Working Capital (2.9) (1.6) 3.0 0.5 (0.2) (0.6) (0.6) (0.7) ---------------------- ------------------------------------------ UNLEVERED FREE CASH FLOW $ 6.2 $ 6.7 $ 9.9 26.3% $ 8.0 $ 7.3 $ 8.3 $ 9.6 $ 9.8 5.5% ====================== ==========================================
DISCOUNTED CASH FLOW VALUATION ANALYSIS
Discount Rate 12.0% 13.0% 14.0% ------------------------- ------------------------ -------------------------- Terminal EBITDA Multiple 5.00x 5.75x 6.50x 5.00x 5.75x 6.50x 5.00x 5.75x 6.50x EBITDA $ 19.3 $ 19.3 $ 19.3 $ 19.3 $ 19.3 $ 19.3 $ 19.3 $ 19.3 $ 19.3 Terminal Value 96.3 110.7 125.2 96.3 110.7 125.2 96.3 110.7 125.2 PV Terminal Value 54.6 62.8 71.0 52.3 60.1 67.9 50.0 57.5 65.0 PV Free Cash Flows 30.5 30.5 30.5 29.7 29.7 29.7 29.0 29.0 29.0 ------------------------- ------------------------ ------------------------- IMPLIED ENTERPRISE VALUE $ 85.2 $ 93.4 $ 101.6 $ 82.0 $ 89.8 $ 97.7 $ 79.0 $ 86.5 $ 94.0 ========================= ======================== ========================= Less: Net Debt (b) (29.3) (29.3) (29.3) (29.3) (29.3) (29.3) (29.3) (29.3) (29.3) Less: Minority Interest (b) (2.2) (2.2) (2.2) (2.2) (2.2) (2.2) (2.2) (2.2) (2.2) ------------------------- ------------------------ ------------------------- EQUITY VALUE $ 53.7 $ 61.9 $ 70.1 $ 50.6 $ 58.4 $ 66.2 $ 47.6 $ 55.1 $ 62.6 Shares Outstanding (mm) 5.2 5.2 5.2 5.2 5.2 5.2 5.2 5.2 5.2 ------------------------- ------------------------ ------------------------- EQUITY VALUE PER SHARE $10.42 $12.01 $ 13.60 $ 9.81 $11.33 $12.85 $ 9.23 $10.68 $12.14 ========================= ======================== ========================= ENTERPRISE VALUE AS A MULTIPLE OF 2003E: Net Sales 0.89x 0.97x 1.06x 0.86x 0.94x 1.02x 0.82x 0.90x 0.98x EBITDA 6.51x 7.14x 7.76x 6.27x 6.87x 7.47x 6.04x 6.61x 7.19x EBIT 12.50x 13.70x 14.91x 12.04x 13.19x 14.34x 11.60x 12.70x 13.80x
- ---------- (a) Based upon Management estimates dated September 23, 2003. Includes $1.1 million of public company expenses. Assumes an Euro to U.S. dollar exhange rate of 1.09. (b) Based on August 2003 Balance Sheet. [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 37 Analysis of Proposed Transaction Leveraged Buy-Out Analysis - - The leveraged buy-out analysis is summarized on the following page and is based on the following assumptions: - Senior debt of approximately 3.0x at LIBOR +375 basis points - 5 year amortization - Subordinated debt of approximately 1.25x - Coupon of 12% - Required return of 17-20% - Sponsor equity returns of 20-30% - Management incentive options of 10% - Enter and exit at the same multiple - Based on management projections as of September 26, 2003 and September 28, 2003 balance sheet [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 38 Analysis of Proposed Transaction Leveraged Buy-Out Analysis LBO TRANSACTION SUMMARY IMPLIED IRR = 20.0%
PURCHASE PRICE: - ----------------------------------------- Equity value $ 57.2 Plus: debt (1) 37.6 Less: cash (6.1) ------ Net debt 31.4 Enterprise value $ 88.6 ======

USES: - ----------------------------------------- Equity purchase price $ 57.2 Refinance existing debt 35.4 Transaction expenses 3.2 ------ $ 95.8 ======

SOURCES: - ----------------------------------------- Excess cash $ 4.1 Bank debt 42.3 Sub-debt 18.2 Financial sponsor equity 31.2 ----- $95.8 =====

PURCHASE MULTIPLES: - ------------------------------------------- Enterprise value / 2003 revenue 0.9 x Enterprise value / 2003 EBITDA 6.4 x ------ IMPLIED PRICE PER SHARE: $11.03 ======

OWNERSHIP: - ------------------------------------------ ~~Financial sponsor 82.0% Management 10.0% Sub-debt 8.0%~~

LEVERAGE STATISTICS: - ------------------------------------------ Bank debt / 2003 EBITDA 2.9 x Total debt / 2003 EBITDA 4.1 x 2003 EBITDA / Interest 3.3 x (2003 EBITDA - CapEx) / Interest 2.0 x 2004 EBITDA / Interest 1.9 x (2004 EBITDA - CapEx) / Interest 2.6 x
LBO TRANSACTION SUMMARY IMPLIED IRR = 30.0%
PURCHASE PRICE: - ------------------------------------------ Equity value $ 44.8 Plus: debt (1) 37.6 Less: cash (6.1) ------ Net debt 31.4 Enterprise value $ 76.2 ======

USES: - ----------------------------------------- Equity purchase price $ 44.8 Refinance existing debt 35.4 Transaction expenses 3.2 ------ $ 83.4 ======

SOURCES: - ------------------------------------------ Excess cash $ 4.1 Sub-debt 42.3 Assumed debt 18.2 Financial sponsor equity 18.8 ------- $ 83.4 =======

PURCHASE MULTIPLES: - -------------------------------------------- Enterprise value / 2003 revenue 0.8 x Enterprise value / 2003 EBITDA 5.5 x ------ IMPLIED PRICE PER SHARE: $ 8.69 ------

OWNERSHIP: - -------------------------------------------- ~~Financial sponsor 82.5% Management 10.0% Sub-debt 7.5%~~

LEVERAGE STATISTICS: - ------------------------------------------ Bank debt / 2003 EBITDA 2.9 x Total debt / 2003 EBITDA 4.1 x 2003 EBITDA / Interest 3.3 x (2003 EBITDA - CapEx) / Interest 2.0 x 2004 EBITDA / Interest 1.9 x (2004 EBITDA - CapEx) / Interest 2.6 x
- ---------- NOTE: Analysis based on management estimates, anticipated financing parameters and required returns. (1) Debt includes minority interest of $2.2 million. [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 39 Analysis of Proposed Transaction Premiums Paid Analysis - - The outside offer price of $12.25 represents a premium of 25% to the Company's closing price of $9.82 one day prior to the announcement of the management-led proposal. - A meaningful comparison of the premium implied by the Proposed Transaction to the average and median premiums analyzed is difficult due to the lengthy and public background of the Proposed Transaction. ANNOUNCED TRANSACTIONS $50MM - $150MM (APRIL 1, 2003 - NOVEMBER 3, 2003)
PREMIUM PAID RELATIVE TO: ------------------------ VALUE OF PRICE DATE TRANSACTION PER 1 DAY 1 WEEK 4 WEEKS ANNOUNCED TARGET NAME ACQUIROR NAME ($MIL) SHARE PRIOR PRIOR PRIOR - ---------------------------------------------------------------------------------------------------------------------------- 04/01/03 National Service Industries California Investment Fund LLC 111.9 10.00 93.8% 90.8% 67.5% 04/03/03 Elite Information Group Inc Thomson Corp 121.5 14.00 40.4% 44.3% 40.7% 04/04/03 Sports Club Co Investor Group 70.2 3.00 25.0% 24.5% 31.6% 04/07/03 Bruker AXS Inc Bruker Daltonics Inc 104.6 1.86 44.2% 38.8% 28.3% 04/09/03 Ramsay Youth Services Inc Psychiatric Solutions Inc 77.9 5.00 42.9% 31.6% 24.7% 04/16/03 Lillian Vernon Corp Investor Group 60.7 7.25 72.6% 74.7% 72.2% 04/16/03 Signal Technology Corp Crane Co 142.5 13.25 17.6% 15.6% 21.6% 04/22/03 Varsity Brands Inc Investor Group 136.8 6.57 39.8% 39.5% 42.2% 04/29/03 Thousand Trails Inc Kohlberg & Co LP 114.6 14.50 55.1% 55.9% 49.8% 05/14/03 MountainBank Financial Corp South Financial Corp. 123.1 32.75 11.0% 25.9% 28.9% 05/16/03 National Energy Group Inc American Re Partners LP 148.1 0.80 150.0% 14.3% 29.0% 05/27/03 TMBR/Sharp Drilling Inc Patterson-UTI Energy Inc 92.1 20.19 4.1% 5.3% 9.1% 05/28/03 CommerceSouth Inc,Eufaula,AL BancTrust Financial Group Inc 73.1 25.50 64.5% 59.2% 66.4% 05/30/03 Cysive Inc Snowbird Holdings Inc 74.5 3.23 0.9% 0.9% 11.4% 06/09/03 Grange National Banc Corp,PA Community Bank Sys Inc,NY 82.2 45.85 19.9% 17.6% 24.6% 06/25/03 United Park City Mines Co Capital Growth Partners LLC 68.7 21.00 3.4% 4.7% 5.5% 06/26/03 Elder-Beerman Stores Corp Wright Holdings Inc 68.5 6.00 13.0% 9.9% 14.9% 06/27/03 Acres Gaming Inc International Game Technology 136.5 11.50 1.0% 13.9% 31.4%
[MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 40 Analysis of Proposed Transaction Premiums Paid Analysis
PREMIUM PAID RELATIVE TO: VALUE OF PRICE --------------------------- DATE TRANSACTION PER 1 DAY 1 WEEK 4 WEEKS ANNOUNCED TARGET NAME ACQUIROR NAME ($MIL) SHARE PRIOR PRIOR PRIOR - -------------------------------------------------------------------------------------------------------------------------------- 06/29/03 Information Resources Inc Investor Group 99.4 3.30 10.7% -2.4% -2.7% 07/03/03 Methode Electronics Inc Dura Automotive Systems Inc 54.4 50.00 153.2% 156.4% 155.0% 07/15/03 Klamath First Bancorp,Oregon Sterling Financial Corp,WA 148.0 20.44 17.1% 17.8% 16.8% 07/16/03 Alliance Bancorp of NE Inc New Haven Savings Bank,CT 72.1 25.00 -5.3% 2.2% 7.3% 07/16/03 Timberline Software Corp Best Software Inc 103.5 8.25 36.4% 38.0% 38.0% 07/23/03 Brio Software Inc Hyperion Solutions Corp 141.9 3.44 27.4% 24.2% 50.2% 07/23/03 Pinnacor Inc MarketWatch.com Inc 104.8 2.42 9.0% 8.5% 24.1% 07/29/03 Elder-Beerman Stores Corp Bon-Ton Stores Inc 97.8 8.00 32.9% 33.3% 36.3% 07/30/03 Community Bk,Pilot Mtn,NC Southern Community Finan Corp 77.3 48.65 56.9% 56.9% 62.2% 08/04/03 Mercator Software Inc Ascential Software Corp 115.0 3.00 22.4% 34.5% 86.3% 08/05/03 ResortQuest International Gaylord Entertainment Co 107.6 5.53 8.4% 10.8% 13.8% 08/12/03 California Independent Bancorp Humboldt Bancorp,Eureka,CA 81.7 35.50 22.8% 22.4% 18.3% 08/12/03 Jacksonville Bancorp,TX Franklin Bank Corp,Houston,TX 73.4 37.50 25.0% 29.3% 27.1% 09/04/03 Ross Systems Inc Chinadotcom Corp 66.2 19.00 9.9% 22.7% 22.6% 09/09/03 Lightspan Inc Plato Learning Inc 103.5 10.89 36.1% 29.6% 67.5% 09/11/03 CoVest Bancshares Inc,IL First Midwest Bancorp,IL 129.4 27.45 2.7% 1.7% 5.8% 09/11/03 Skibo Financial Corp,PA Northwest Bancorp MHC,PA 55.2 17.00 26.3% 28.1% 29.5% 09/22/03 Thistle Group Holdings Co Citizens Bank of Pennsylvania 147.8 26.00 35.4% 39.0% 58.7% 09/22/03 United States Exploration Inc DGL Acquisition Corp 53.3 2.82 0.7% -1.1% -1.1% 09/25/03 Caledonia Finl Corp,MI Chemical Financial Corp,MI 55.3 39.00 N/A N/A N/A 09/26/03 Business Bancorp,California UnionBanCal Corp,CA 114.9 28.57 N/A N/A N/A 09/29/03 Good Guys Inc CompUSA Inc 55.4 2.05 36.7% 31.4% 45.4% 09/30/03 Garden Fresh Restaurant Corp Fairmont Capital Inc 103.0 16.35 48.9% 54.8% 64.3% 10/03/03 OneSource Information Services ValueAct Capital Partners LP 80.9 9.50 9.3% 21.6% 17.7% 10/08/03 Crown Resources Corp Kinross Gold Corp 78.4 78.42 46.7% 46.7% 41.9% 10/20/03 Docent Inc click2learn.com inc 61.9 4.14 1.0% 0.7% 6.2% 10/22/03 Brass Eagle Inc K2 Inc 82.5 10.51 26.6% 25.1% 27.7% 10/24/03 Information Resources Inc Open Ratings Inc 114.9 3.30 -29.2% -27.3% -28.6% 10/27/03 SCB Computer Technology Inc CIBER Inc 52.5 2.15 13.2% 7.5% 22.9% 10/27/03 On Technology Corp Symantec Corp 101.1 4.00 15.9% 16.3% 57.5% AVERAGE $ 94.6 $ 16.6 30.4% 28.2% 34.1% MEDIAN $ 95.0 $ 10.7 23.9% 24.3% 28.6%
[MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 41 A / DESCRIPTIONS OF COMPARABLE COMPANIES [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 42 Descriptions of Comparable Companies ARCHER-DANIELS-MIDLAND COMPANY (NYSE:ADM) Archer-Daniels-Midland Company is principally engaged in procuring, transporting, storing, processing and merchandising agricultural commodities and products. The Company's operations are classified into four business segments: Oilseeds Processing, which includes the processing of oilseeds; Corn Processing, which includes its dry milling and wet milling corn operations; Wheat Processing, which includes the milling of wheat, corn and milo into flour, and Agricultural Services, which buys, stores, cleans and transports agricultural commodities. Archer-Daniels-Midland's remaining operations are classified as the Other segment, which primarily includes the production of value-added soy protein products. BUNGE LIMITED (NYSE:BG) Bunge Limited is an integrated, global agribusiness and food company operating in the farm-to-consumer food chain, which ranges from raw materials, such as grains and fertilizers, to retail food products, such as flour and margarine. The Company has primary operations in North America, Brazil, Argentina and Europe and worldwide distribution capabilities. Bunge conducts its operations in three divisions: agribusiness, fertilizer and food products. The agribusiness division consists of three business lines: grain origination, oilseed processing and international marketing. The Company's fertilizer division is comprised of nutrients and retail operations. The food products division consists of four business lines: edible oil products, wheat milling and bakery products, soy ingredients and corn products. CHIQUITA BRANDS INTERNATIONAL, INC. (NYSE:CQB) Chiquita Brands International, Inc. and its subsidiaries operate in two business segments: Fresh Produce and Processed Foods. The Company Fresh Produce segment sources, distributes and markets a line of fresh fruits and vegetables sold under the Chiquita and other brand names. Chiquita's fresh fruits and vegetables include bananas, berries, citrus, grapes, melons, mushrooms, stone fruit, tomatoes and a variety of other fresh produce. In Europe, the Company's Processed Foods segment sells Chiquita branded fruit juices, beverages, snacks and desserts, which are manufactured by third parties to Chiquita's specifications. In the United States, several national fruit juice and beverage producers manufacture and sell shelf-stable, refrigerated and frozen juice and beverage products using the Chiquita brand name, for which they pay Chiquita a license fee. Chiquita's processed banana products include banana puree, frozen banana pieces, sliced bananas and other specialty products. [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 43 Descriptions of Comparable Companies FRESH DEL MONTE PRODUCE INC. (NYSE:FDP) Fresh Del Monte Produce Inc. is primarily engaged in the worldwide sourcing, transportation and marketing of fresh and fresh-cut produce. The Company's products include bananas, pineapples, cantaloupe, honeydew, watermelons, grapes, non-tropical fruits (including citrus, apples, pears, peaches, plums, nectarines, apricots and kiwi), plantains, Vidalia sweet onions and various greens. In January 2003, the Company has added tomatoes, potatoes and onions to its product offering. The Company sources its products primarily from Central and South America and the Philippines. Fresh Del Monte also sources products from North America, Africa and Europe and distributes its products in Europe, the Asia-Pacific region and South America. The Company also has non-produce businesses. These include its third-party ocean freight container business, a third-party plastics and box manufacturing business, its Jordanian poultry business and its Argentine grain business. HINES HORTICULTURE, INC. (NASD:HORT) Hines Horticulture, Inc. produces and distributes horticultural products through its wholly owned subsidiaries, Hines Nurseries, Inc. (Hines Nurseries) and Enviro-Safe Laboratories Inc. The Company is a national supplier of ornamental shrubs, color plants and container-grown plants, with 14 commercial nursery facilities located in Arizona, California, Florida, Georgia, New York, Oregon, Pennsylvania, South Carolina and Texas. Hines markets its products to retail and commercial customers throughout the United States. It produces approximately 5,500 varieties of ornamental shrubs and color plants and sells to more than 2,200 retail and commercial customers, representing more than 8,400 outlets throughout the United States and Canada. NORTHLAND CRANBERRIES (OTC:NRCNA) Northland Cranberries, Inc. is a vertically integrated grower, handler, processor and marketer of cranberries, branded cranberry products and fruit beverages. The Company markets and sells its Northland, Seneca, TreeSweet and Awake brand cranberry and other fruit juice products, as well as fresh, frozen and dried cranberries and cranberry concentrate domestically through retail supermarkets and through other distribution channels, both domestically and internationally. In addition, the Company produces and packages juice beverages for other companies on a contract-manufacturing basis. As of November 26, 2002, Northland owned or operated 21 cranberry-producing marshes with 2,009 planted acres in Wisconsin. It also maintains multi-year crop purchase contracts with 44 independent cranberry growers to purchase all of the cranberries harvested from an aggregate of up to 1,743 contracted acres. [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 44 Descriptions of Comparable Companies DELTA AND PINE LAND COMPANY (NYSE:DLP) Delta and Pine Land Company (D&PL) and its subsidiaries breed, produce, condition and market cotton and soybean planting seed. In connection with its seed operations, the Company farms approximately 2,000 acres largely for the production of cotton and soybean foundation seed. D&PL is in a single line of business and operates in two business segments, domestic and international. The Company's reportable segments offer similar products, however, the business units are managed separately due to the geographic dispersion of their operations. The Company develops its proprietary seed products through research and development efforts in the United States and certain foreign countries. CAL-MAINE FOODS, INC. (NASD:CALM) Cal-Maine Foods, Inc. is primarily engaged in the production, cleaning, grading and packaging of fresh shell eggs for sale to shell egg retailers. The Company had sales of approximately 571 million dozen shell eggs during the fiscal year ended May 31, 2003 (fiscal 2003). It primarily markets shell eggs in the southwestern, southeastern, mid-western and mid-Atlantic regions of the United States. Shell eggs are sold directly by the Company primarily to national and regional supermarket chains. Cal-Maine also produces specialty eggs such as Eggo land's Best and Farmhouse eggs and operates a dairy facility. SANDERSON FARMS, INC. (NASD:SAFM) Sanderson Farms, Inc. is engaged in the production, processing, marketing and distribution of fresh and frozen chicken and the preparation, processing, marketing and distribution of processed and prepared food items. The Company sells chill pack, ice pack and frozen chicken, both whole and cut-up, primarily under the Sanderson Farms brand name, to retailers, distributors and fast-food operators principally in the southeastern, southwestern and western United States. During the fiscal year ended October 31, 2002, the Company processed approximately 264.7 million chickens, or approximately 1.3 billion dressed pounds. In addition, it purchased and further processed 14.5 million pounds of poultry products. It sells over 200 processed and prepared food items nationally and regionally, primarily to distributors, national foodservice accounts, retailers and club stores. [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 16, 2003 / 45 EX-99.C.4 6 j0476002exv99wcw4.txt PROJECT SPAWN DISCUSSION MATERIALS 11/11/03 EXHIBIT (c)(4) Discussion Materials for the Board of Directors [MORGAN JOSEPH LOGO] November 11, 2003 PROJECT SPAWN Confidential Disclaimer - - The following materials (the "Presentation") were prepared for the Special Committee of the Board of Directors of Sylvan Inc. ("Sylvan" or the "Company") which has requested that Morgan Joseph & Co. Inc. ("Morgan Joseph") provide its opinion as to the fairness, from a financial point of view, to the shareholders of the Company, excluding Dennis Zensen, Virgil Jurgensmeyer, Roger Claypoole, Snyder Associated Companies, Inc., and SAC Holding Company, of the consideration to be paid by a group formed by Snyder Associated Companies, Inc. and selected others (the "Acquiror") in connection with the proposed acquisition of the Company (the "Proposed Transaction"). - - In arriving at our opinion, we have assumed and relied upon the accuracy and completeness of the financial and other information used by us and have not attempted independently to verify such information, nor do we assume any responsibility to do so. We have assumed that the Company's forecasts and projections provided to or reviewed by us have been reasonably prepared based on the best current estimates and judgment of the Company's management as to the future financial condition and results of operations of the Company. While we have visited certain of the Company's locations, we have not conducted a physical inspection of the properties and facilities of the Company, nor have we made or obtained any independent evaluation or appraisal of the assets or liabilities of the Company. We have also taken into account our assessment of general economic, market and financial conditions and our experience in similar transactions, as well as our experience in securities valuation in general. Our opinion necessarily is based upon economic, market, financial and other conditions as they exist and can be evaluated on the date hereof and we assume no responsibility to update or revise our opinion based upon events or circumstances occurring after the date hereof. We reserve, however, the right to withdraw, revise or modify our opinion based upon additional information which may be provided to or obtained by us, which suggests, in our judgment, a material change in the assumptions (or the bases therefor) upon which our opinion is based. - - These materials are not intended to represent an opinion, but rather to serve as discussion materials for the Board to review and as a basis upon which Morgan Joseph may render an opinion. These materials do not address the Company's underlying business decision to approve the Proposed Transaction or constitute a recommendation to the Company or its shareholders as to any action it should take regarding the Proposed Transaction. These materials may not be reproduced, summarized, excerpted from or otherwise publicly referred to or disclosed in any manner without our prior written consent. - - The following materials are based upon Morgan Joseph's analysis of the Proposed Transaction as of November 11, 2003. In the event of material changes to the terms and conditions of the Proposed Transaction upon which these materials are based, the enclosed analysis and our conclusions may be affected. - - Certain portions of the enclosed analysis are based upon projected financial results. Any projected financial results are based upon analyst forecasts, internal projections and discussions with management of the Company. A number of factors, including industry conditions, changes in costs, labor issues and other factors which are beyond the scope of these projections and out of the control of the Company, the Acquiror and Morgan Joseph may cause actual results to differ materially from these projections. Material changes in the projections may affect the conclusions derived from our analysis. [MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003/2 Table of Contents 1. INTRODUCTION 2. SUMMARY OF PROPOSED TRANSACTION 3. SUMMARY BACKGROUND OF PROPOSED TRANSACTION 4. OVERVIEW OF THE COMPANY 5. OVERVIEW OF THE ACQUIROR 6. ANALYSIS OF PROPOSED TRANSACTION APPENDIX A. DESCRIPTIONS OF COMPARABLE COMPANIES [MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003/3 1/Introduction [MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003/4 Introduction - - Morgan Joseph & Co. Inc. ("Morgan Joseph") has been retained by the Special Committee of the Board of Directors of Sylvan Inc. (the "Company") and requested to render its opinion to the Board of Directors of the Company as to the fairness, from a financial point of view, of the consideration to be received by the shareholders of the Company, excluding Dennis Zensen, Virgil Jurgensmeyer and Roger Claypoole, pursuant to the proposed sale to a group formed by Snyder Associated Companies, Inc. (the "Acquiror") of all of the Common Stock of the Company (the "Proposed Transaction"). - - In conducting our analysis and arriving at our opinion, we have reviewed and analyzed, among other things, the following: - The draft Agreement and Plan of Merger dated November 10, 2003 (the "Agreement"); - The Company's Annual Reports on Form 10-K for each of the fiscal years in the three-year period ended December 31, 2002, and the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003 and June 30, 2003, and September 28, 2003 (draft as of November 6, 2003); - The indications of interest received by the Company; - Certain other publicly available information concerning the Company and the trading markets for the Company's common stock; - Certain internal information and other data relating to the Company, its business and prospects, including forecasts and projections prepared and provided to us by management of the Company; - Certain publicly available information concerning certain other companies engaged in businesses which we believe to be generally comparable to the Company and the trading markets for certain of such other companies' securities; and - The financial terms of certain recent business combinations which we believe to be relevant to the Proposed Transaction. - - We have also interviewed certain senior officers of the Company concerning the business and operations, assets, present condition and prospects of the Company, visited certain of the Company's locations and undertook such other studies, analyses and investigations as we deemed appropriate. [MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003/5 Introduction - The Acquiror has proposed to purchase all the outstanding shares of Common Stock, par value $0.001 per share. After the proposed transaction, Sylvan will become a privately held company. - All shareholders will receive $12.25 in cash for each share of Common Stock held, or $64.2 million in aggregate. Merger consideration of $12.25 per share, plus assumed net debt as of September 28, 2003 of $31.4 million (including minority interest of $2.2 million), implies an enterprise value for the Proposed Transaction of $95.6 million. - Process: - Sign the definitive merger agreement on November 11, 2003; - File proxy statement with SEC by November 28, 2003; - Receive approval from the SEC and mail proxies to the stockholders by December 26, 2003; - Hold special meeting and stockholder vote by the middle of February; and - Proposed Transaction closes; a subsidiary created by the Acquiror merges with and into Sylvan pursuant to a reverse triangular merger by the end of February 2004. [MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003/6 2/SUMMARY OF PROPOSED TRANSACTION [MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003/7 Summary of Proposed Transaction Summary of Key Terms of the Proposed Transaction CONSIDERATION: - $12.25 cash consideration for Sylvan's Common Stock TRANSACTION STRUCTURE: - Reverse triangular merger PRINCIPAL CONDITIONS TO CLOSING: - Approval by the Company's shareholders - Material adverse change out - Fiduciary out in the event of a Superior Proposal (as determined by the Special Committee or the Board) TERMINATION FEE: - $2.0 million plus expense reimbursement of up to $0.5 million NON-COMPETITION: - None ESTIMATED CLOSING: - End of February 2004 OTHER: - In connection with the execution of the definitive agreement, certain shareholders will also execute an option agreement and voting agreements. The shareholders are Nelson Obus and affiliated entities (option agreement) and Steel Partners II, L.P. - Dennis Zensen, CEO of the Company, will contribute (all or part) of his shares in connection with the Proposed Transaction. [MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003/8 3 SUMMARY BACKGROUND OF PROPOSED TRANSACTION [MORGAN JOSEPH LOGO] PROJECT SPAWN PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003 9 Summary Background of Proposed Transaction MAY 14, 2002: - Sylvan retains Lane Berry as advisor to the Company and announces plans to explore strategic alternatives MAY - SEPTEMBER 2002: - Lane Berry conducts first marketing process - 14 prospective strategic buyers: 0 bids - 21 prospective financial buyers: 2 bids - American Securities Capital Partners: $10.00 - $11.00/share - Cadigan Investment Partners(1): $12.50 - $13.50/share - Based on 2003E Revenue and EBITDA of $88.9 million and $16.5 million OCTOBER 15, 2002: - Company announces major share repurchase program up to 1.3 million shares and completion of its review of strategic alternatives - 333,321 shares repurchased in 2002 at an average price of $10.60 (310,000 purchased following announcement of program) - No shares purchased in 2003; program suspended APRIL 16, 2003: - Company announces it has received a non-binding proposal from a management-led buyer group at $11.00/share with equity financing provided by the Snyder Associated Companies, Inc. APRIL 23, 2003: - Company forms a Special Committee and retains Morgan Joseph as financial advisor to the Special Committee (1) The Tokarz Group is run by Michael Tokarz who is the Chairman of Cadigan Investment Partners. [MORGAN JOSEPH LOGO] PROJECT SPAWN PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003 10 Summary Background of Proposed Transaction MAY - JUNE 2003: - Lane Berry and Morgan Joseph conduct second marketing process - 32 prospective strategic buyers: 0 bids - 41 prospective financial buyers: 4 bids - American Securities Capital Partners: $8.00/share - Key Kosmont: $7.00-$9.00/share - Lake Pacific Partners: $11.50/share - The Tokarz Group(1): $10.00/share JUNE 16, 2003: - Management-led group withdraws proposal JULY 21, 2003: - Company signs exclusivity agreement with Lake Pacific Partners AUGUST 28, 2003: - Lake Pacific Partners receives extension of "exclusivity" and revises bid with two-tier offer - $11.50/share for Insiders - $12.00/share for Outsiders OCTOBER 2, 2003: - Lake Pacific Partners notifies Special Committee and financial advisors that the source of $15.0 million of their financing has withdrawn their commitment. OCTOBER 7, 2003: - Lake Pacific Partners exclusivity expires (1) The Tokarz Group is run by Michael Tokarz who is the Chairman of Cadigan Investment Partners. [MORGAN JOSEPH LOGO] PROJECT SPAWN PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003 11 Summary Background of Proposed Transaction OCTOBER 29, 2003: - The Snyder Associated Companies, Inc. expressed interested in submitting an offer to acquire the Company at a price "higher" than $12.00/share. NOVEMBER 5, 2003: - The Snyder Associated Companies, Inc. orally communicated an offer of $12.25/share to acquire the Company, with certain members of management, the Board of Directors, and other identified shareholders, including Dennis Zensen, Virgil Jurgensmeyer and Roger Claypoole, to be equity participants in the purchaser. NOVEMBER 6, 2003: - The counsel to the Special Committee, Davis Polk, submitted a definitive agreement to the Snyder buyout group for comments and to begin formal negotiations. - Lake Pacific Partners re-submits their prior acquisition proposal with evidence of equity and debt financing. Lake Pacific expresses a desire to proceed expeditiously to closing with deadline to consummate a transaction by November 7, 2003. NOVEMBER 7, 2003: - Counsel to the Special Committee and counsel to the Snyder buyout group reach substantial agreement on merger agreement. NOVEMBER 9, 2003: - Lake Pacific Partners orally communicated an offer of $12.50/share to acquire the Company subject to reaching an agreement for Dennis Zensen to rollover 100% of his shares and also reaching agreement with respect to employment and other business matters in connection with the transaction. NOVEMBER 11, 2003: - Meeting of Special Committee to consider Snyder acquisition proposal and Lake Pacific acquisition proposal. Board meeting to follow to consider and act on the recommendation of the Special Committee. Expected signing of definitive agreement. [MORGAN JOSEPH LOGO] PROJECT SPAWN PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003 12 4 OVERVIEW OF THE COMPANY [MORGAN JOSEPH LOGO] PROJECT SPAWN PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003 13 COMPANY SUMMARY COMPANY DESCRIPTION The Company is a worldwide producer and distributor of products for the mushroom industry, specializing in spawn (the equivalent of seed for mushrooms) and spawn-related products and services. The Company, which operates through its subsidiaries, is also a grower of fresh mushrooms in the United States. The Company has two business segments: spawn products and fresh mushrooms. Spawn-related products include casing inoculum, nutritional supplements and disease-control agents. The fresh mushrooms segment is comprised of Quincy Farms, a large, regional producer of fresh mushrooms. GENERAL COMPANY INFORMATION MANAGEMENT Dennis Zensen - Chairman, President and CEO Donald Smith - CFO Monir Elzalaki - Director; President of Sylvan America Gregory Verhagen - President of Quincy Farms Gary Walker - President of Sylvan Bioproducts, Inc. BOARD OF DIRECTORS Dennis Zensen (Chairman) William L. Bennett (Monitor Company Group, L.P.) Monir Elzalaki (President of Sylvan America) Jeanine C. Heller (Independent Investor Relations Consultant) Virgil H. Jurgensmeyer (Mid-West Custom Mixing Co.) Nelson Obus (Wynnefield Capital, Inc.) HEADQUARTERS: SAXONBURG, PENNSYLVANIA SUMMARY FINANCIAL INFORMATION (a) MARKET DATA AS OF 11/06/03 Stock Price $ 10.07 52-Week High $ 11.95 84.3% 52-Week Low $ 8.60 117.1% FD Shares Outstanding 5.2 Equity Value 51.9 Enterprise Value ("EV") 83.4 BALANCE SHEET DATA AS OF 9/28/03 (a) Cash and Equivalents $ 6.1 Debt 35.4 Minority Interest 2.2

ESTIMATES (a), (b) $ IN MILLIONS EV MULTIPLE ------------- ----------- FY 2003 Revenue $ 95.9 0.9x FY 2003 EBITDA 13.1 6.4x FY 2004 Revenue $ 96.9 0.9x FY 2004 EBITDA 14.0 6.0x
(a) Millions, except per share data. (b) Financial projections from the Company. [MORGAN JOSEPH LOGO] PROJECT SPAWN PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003 14 OVERVIEW OF THE COMPANY Business Overview - - Successor to the business of a Pennsylvania corporation that was chartered in 1937 - - Worldwide producer and distributor of products for the mushroom industry, specializing in spawn and spawn-related products and services, and is a major grower of fresh mushrooms in the U.S. - - The Company has two reportable business segments: - Spawn Operations - Accounts for 71% of the Company's total sales in 2002 and 79% of its operating income. - Conducts operations through subsidiaries in North America, Europe, Australia and South Africa - Plant operations are conducted in: the United States, England, Ireland, the Netherlands, France, Hungary, Australia, South Africa and Canada - Fresh Mushrooms Operations - Accounts for 29% of the Company's total sales in 2002 and 21% of its operating income - Operates a farm located in Quincy, Florida, one of the most modern and efficient mushroom production operations in North America - Within Quincy operations are four satellite mushroom growing facilities; two commenced operations in mid-2001 and two commenced operations in early 2003 - January 2000, Sylvan began selling all of its mushrooms to a leading U.S. mushroom marketing organization that packages and distributes them throughout the eastern United States [MORGAN JOSEPH LOGO] PROJECT SPAWN PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003 15 OVERVIEW OF THE COMPANY Business Outlook - - Global "fresh" mushroom market is a mature industry growing at GDP growth rates - - Fresh producers in U.S. continue to struggle with high potential for further consolidation - - Certain international markets unstable and in state of transition/consolidation - French growers benefiting from government subsidies - Growers in Poland taking some market share away from Sylvan - Overall European market mature - - Modest upside potential in bioproducts; however, no "break-out" products near-term - Agaricus Blazei sales up due to Japanese demand for tea product - Red Yeast Rice revenue well above forecast due to strong GNC demand in Q2 - Company pursuing new sales channels for bioproducts (Whole Foods, Wild Oats, Vitamin Shoppes, etc.) - - Company maintaining strong market position with strategic initiatives to increase volume: - JV operations in Mexico - "Satellite" growing opportunities for farmers - - Few catalysts likely to significantly increase overall demand for fresh mushrooms and therefore spawn - - Recent initiatives to lower prices in an effort to increase volume yielded limited success due to competitors following Sylvan - - Limited capital requirements going forward to maintain world-class infrastructure and support projected global demand [MORGAN JOSEPH LOGO] PROJECT SPAWN PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003 16 Overview of the Company Summary Ownership Profile
TOTAL PERCENTAGE DILUTED PERCENTAGE REPORT DATE HOLDER NAME SHARES HELD (1) OF TOTAL SHARES (6) OF TOTAL - ----------- ----------- --------------- -------- ---------- --------- Insider Holdings 8/21/2003 Nelson Obus - Director 1,069,886 (2) 20.75% 1,080,886 18.18% 8/21/2003 Dennis C Zensen - Chairman, President and CEO 694,128 (3) 13.46% 724,128 12.18% 8/21/2003 Virgil H. Jurgensmeyer - Director 20,000 0.39% 55,000 0.92% 8/21/2003 Monir K. Elzalaki - Director & Pres. of Sylvan America 11,061 0.21% 56,061 0.94% 8/21/2003 William L. Bennett - Director 8,880 (4) 0.17% 24,880 0.42% 8/21/2003 Jeanie Heller - Director 1,000 0.02% 17,000 0.29% 8/21/2003 Donald A. Smith - CFO 0 0.00% 33,668 0.57% 8/21/2003 All Others 48,645 0.94% 241,440 4.06% --------- ------ --------- ------ 1,853,600 35.96% 2,233,063 37.55% 5% Owners 3/31/2003 Steel Partners 537,772 10.43% 537,772 9.04% --------- ------ --------- ------ 537,772 10.43% 537,772 9.04% Other Institutions 6/30/2003 Dimensional Fund Advisors 397,676 7.71% 397,676 6.69% 6/30/2003 Manning & Napier Advisors 199,925 3.88% 199,925 3.36% 6/30/2003 Paradigm Capital Mgmt (cl King & Associates) 170,100 3.30% 170,100 2.86% 6/30/2003 Gabelli Funds Llc 143,000 2.77% 143,000 2.40% 6/30/2003 Fidelity Mgmt & Research Co 142,100 2.76% 142,100 2.39% 6/30/2003 Loeb Arbitrage Management Inc. 115,110 2.23% 115,110 1.94% --------- ------ --------- ------ 1,167,911 22.66% 1,167,911 19.64% Total Holders Identified 3,559,283 69.04% 3,938,746 66.23% ========= ====== ========= ====== Retail Holdings & Other Institutions 1,595,848 30.96% 2,007,925 33.77% Total Shares Outstanding (5) 5,155,131 100.00% 5,946,671 100.00% ========= ====== ========= ======
(1) Based on Computershare Analytics and Company filings. (2) Mr. Obus is President of Wynnefield Capital, Inc. and a member of Wynnefield Capital Management. (3) Owned by Mr. and Mrs. Zensen as joint tenants. (4) Includes 2,000 shares held in Mr. Bennett's 401(k) account and 880 shares held by trusts for the benefit of his children. (5) Share count from draft 10-Q for the quarter ended Sept. 28, 2003. (6) Includes 791,540 options from 12/31/02 10-K. [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003 / 17 Price and Volume Graph [LINE GRAPH DEPICTING PRICE AND VOLUME] [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003 / 18 Volume Traded SYLVAN INC. VOLUME WEIGHTED AVERAGE PRICE OF SHARES TRADED FROM 11/6/01 TO PRESENT
CUMULATIVE ----------------------------------------------- DAYS % OF TOTAL % OF TOTAL DAYS % OF TOTAL % OF TOTAL TRADING DAILY AVG. DAYS TRADING TRADING DAILY AVG. DAYS TRADING TRADING RANGE IN RANGE TRADED VOLUME VOLUME IN RANGE TRADED VOLUME VOLUME ----- -------- ------ ------ ------ -------- ------ ------ ------ $9.00 - $9.25 7 1.3% 14,400 0.3% 7 1.3% 14,400 0.3% $9.25 - $9.50 1 0.2% 7,000 0.1% 8 1.5% 21,400 0.4% $9.50 - $9.75 10 1.9% 27,400 0.6% 18 3.4% 48,800 1.0% $9.75 - $10.00 32 6.1% 175,914 3.7% 50 9.6% 224,714 4.7% $10.00 - $10.25 61 11.7% 415,870 8.7% 111 21.2% 640,584 13.4% $10.25 - $10.50 65 12.4% 214,994 4.5% 176 33.7% 855,578 17.9% $10.50 - $10.75 32 6.1% 286,568 6.0% 208 39.8% 1,142,146 23.9% $10.75 - $11.00 29 5.5% 344,400 7.2% 237 45.3% 1,486,546 31.1% $11.00 - $11.25 59 11.3% 1,378,600 28.9% 296 56.6% 2,865,146 60.0% - ------ ------ -- ---- --------- ---- --- ---- --------- ---- $11.25 - $11.50 67 12.8% 176,700 3.7% 363 69.4% 3,041,846 63.7% $11.50 - $11.75 40 7.6% 503,100 10.5% 403 77.1% 3,544,946 74.2% $11.75 - $12.00 30 5.7% 347,400 7.3% 433 82.8% 3,892,346 81.5% $12.00 - $12.25 7 1.3% 124,100 2.6% 440 84.1% 4,016,446 84.1% ====== ====== == === ======= === === ==== ========= ==== $12.25 - $12.50 13 2.5% 219,900 4.6% 453 86.6% 4,236,346 88.7% $12.50 - $12.75 49 9.4% 282,700 5.9% 502 96.0% 4,519,046 94.6% $12.75 - $13.00 14 2.7% 190,800 4.0% 516 98.7% 4,709,846 98.6% $13.00 - $13.25 6 1.1% 51,600 1.1% 522 99.8% 4,761,446 99.7% $13.25 - $13.50 1 0.2% 13,200 0.3% 523 100.0% 4,774,646 100.0% === ==== ========= ==== TOTAL: 523 100% 4,774,646 100%
[MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003 / 19 Recent Quarter Earnings Announcement
NINE MONTHS ENDED ($ IN MILLIONS) --------------------------------- 3Q03 3Q02 VARIANCE ---- ---- -------- Revenue $ 69.8 $ 64.6 $ 5.2 Cost of Sales 44.0 38.2 5.7 ------ ------ ------ Gross Profit 25.8 26.3 (0.5) SG&A 16.5 15.6 0.9 EBITDA 9.4 10.8 (1.4) Depreciation and Amortization 4.8 4.4 0.4 ------ ------ ------ EBIT 4.5 6.3 (1.8) Other Income 0.1 0.1 0.1 Interest Expense, Net 1.2 1.4 (0.1) ------ ------ ------ EBT 3.4 5.0 (1.7) Income Tax Expense 1.1 1.7 (0.5) Minority Interest 0.1 0.1 0.1 ------ ------ ------ Net Income from Continuing Operations $ 2.1 $ 3.3 $ (1.2) ====== ====== ====== Earnings Per Share from Continuing Operations $ 0.41 $ 0.60 $(0.19) Fully-Diluted Shares Outstanding 5.2 5.5
Source: Company Press Release. 3Q03 VS. 3Q02 - Consolidated operating income for the nine-months ended September 28, 2003 decreased 29%, when compared to the corresponding 2002 period, reflecting a 14% decrease in operating income from the Spawn Products Segment, a 1% increase in operating income from the Fresh Mushrooms Segment and a 23% increase in unallocated corporate expenses. - The increase in corporate expenses during the 2003 nine-month period was related to the recording of a net periodic pension expense of $502,000. - Net sales of spawn and spawn-related products increased 4% due to a weaker U.S. dollar on overseas sales that was partially offset by a 6% decrease in spawn product sales volume. - Net sales of fresh mushrooms increased during the first nine months of 2003 to $21.9 million, as compared with $18.8 million for the corresponding period of 2002, reflecting a 7% increase in the number of pounds sold and a 1% increase in the average selling price per pound. - Operating income of the fresh mushrooms segment for the first nine-months of 2003 was $2.0 million, which is 1% higher than the amount reported for the first nine months of 2002. [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003 / 20 Overview of the Company Summary Income Statement
FISCAL YEAR ENDED DECEMBER, (1), (2) PROJECTED FISCAL YEAR ENDING DECEMBER, (1),(2), (3) ----------------------- --------------------------------------------------- LTM ENDED 2003E 9/28/2003 2001 2002 (2) (2) 2004 2005 2006 2007 2008 ---- ---- --- --- ---- ---- ---- ---- ---- Net sales $85,911 $88,192 $95,857 $93,401 $96,852 $97,670 $100,600 $103,618 $106,727 Operating costs and expenses Cost of sales 49,818 52,109 61,344 57,835 61,461 61,795 61,869 62,171 64,036 Selling and administration 17,806 19,216 20,472 20,115 20,388 20,495 21,020 21,624 22,245 Research and development 1,721 1,965 1,244 1,965 1,250 1,250 1,308 1,347 1,387 Depreciation and amortization 5,575 5,842 6,268 6,234 6,323 5,996 5,726 5,510 5,340 ------- ------- ------- ------- ------- ------- -------- -------- -------- 74,920 79,132 89,328 86,149 89,422 89,536 89,923 90,652 93,008 ------- ------- ------- ------- ------- ------- -------- -------- -------- Operating income 10,991 9,060 6,529 7,252 7,430 8,134 10,677 12,966 13,719 Interest expense, net 2,532 1,865 1,524 1,723 1,385 1,015 620 170 (335) Other income (expense) (19) (3) -- 57 -- -- -- -- -- ------- ------- ------- ------- ------- ------- -------- -------- -------- Income before income taxes 8,440 7,192 5,005 5,586 6,045 7,119 10,057 12,796 14,054 Income taxes 2,490 2,406 1,656 1,884 2,116 2,492 3,520 4,479 4,919 ------- ------- ------- ------- ------- ------- -------- -------- -------- Income before minority interest 5,950 4,786 3,349 3,703 3,929 4,627 6,537 8,317 9,135 Minority interest 121 117 184 203 117 117 117 117 117 ------- ------- ------- ------- ------- ------- -------- -------- -------- Net income $ 5,829 $ 4,669 $ 3,165 $ 3,500 $ 3,812 $ 4,510 $ 6,420 $ 8,200 $ 9,018 ======= ======= ======= ======= ======= ======= ======== ======== ======== Earnings per share $ 1.05 $ 0.86 $ 0.59 $ 0.65 $ 0.71 $ 0.84 $ 1.20 $ 1.53 $ 1.68 Diluted WASO 5,552 5,455 5,370 5,370 5,370 5,370 5,370 5,370 5,370 EBITDA (4) $17,200 $14,876 $13,080 $13,486 $13,953 $14,130 $ 16,603 $ 18,676 $ 19,259 Maintenance Cap Ex $ 4,100 $ 3,400 $ 3,850 $ 3,100 $ 3,850 $ 3,850 $ 3,850 $ 3,850 $ 3,850 Expansionary Cap Ex 4,644 2,744 -- 2,876 -- -- -- -- -- ------- ------- ------- ------- ------- ------- -------- -------- -------- Total Cap Ex $ 8,744 $ 6,144 $ 3,850 $ 5,976 $ 3,850 $ 3,850 $ 3,850 $ 3,850 $ 3,850 Revenue growth 0.0% 2.7% 8.7% n/a 1.0% 0.8% 3.0% 3.0% 3.0% EBITDA margin 20.0% 16.9% 13.6% 14.4% 14.4% 14.5% 16.5% 18.0% 18.0% Operating income margin 12.8% 10.3% 6.8% 7.8% 7.7% 8.3% 10.6% 12.5% 12.9% Income before income taxes margin 9.8% 8.2% 5.2% 6.0% 6.2% 7.3% 10.0% 12.3% 13.2% Net income margin 6.8% 5.3% 3.3% 3.7% 3.9% 4.6% 6.4% 7.9% 8.4% Effective tax rate 29.5% 33.5% 33.1% 33.7% 35.0% 35.0% 35.0% 35.0% 35.0%
(1) The Company maintains its accounting records on a 52-53 week fiscal year ending the Sunday nearest December 31. All of the above fiscal years are 52 weeks. (2) Excludes non-recurring expenses. (3) Based upon management estimates dated September 23, 2003. Includes public company expenses. Assumes an Euro to U.S. Dollar exchange rate of 1.09 and a normalized tax rate of 35%. (4) EBITDA = operating income plus depreciation and amortization. 2001-2002 EBITDA includes amortization embedded in other line items. [MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003/22 Overview of the Company Balance Sheet
DEC. 31, 2000 DEC. 30, 2001 DEC. 29, 2002 JUN. 29, 2003 SEPT. 28, 2003 ------------- ------------- ------------- ------------- -------------- ASSETS: Current assets: Cash and cash equivalents $ 5,371 $ 5,072 $ 5,624 $ 4,504 $ 6,118 Trade accounts receivable 12,740 13,133 14,399 14,709 15,095 Inventories 10,398 10,119 11,425 12,831 12,010 Prepaid income taxes and other expenses 1,420 1,437 1,495 2,066 2,181 Other current assets 1,634 4,206 1,494 1,472 1,731 --------- --------- --------- --------- --------- Total current assets 31,563 33,967 34,437 35,582 37,135 Property, plant and equipment: Land and improvements 3,693 3,711 3,987 n/a n/a Buildings 35,540 38,021 43,699 n/a n/a Equipment 48,072 51,014 56,895 n/a n/a --------- --------- --------- --------- --------- Total property, plant and equipment 87,305 92,746 104,581 n/a n/a Less: accumulated depreciation (34,769) (38,470) (45,794) n/a n/a --------- --------- --------- --------- --------- Total property, plant and equipment, net 52,536 54,276 58,787 60,132 59,640 Intangible assets 11,899 11,036 12,321 13,104 13,197 Other assets 9,776 7,811 1,261 1,066 1,187 --------- --------- --------- --------- --------- TOTAL ASSETS $ 105,774 $ 107,090 $ 106,806 $ 109,884 $ 111,159 ========= ========= ========= ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY: Current liabilities: Current portion of long-term debt $ 192 $ 2,430 $ 223 $ 163 $ 122 Accounts payable - trade 4,108 3,833 3,895 4,138 3,835 Accrued salaries, wages and employee 2,580 2,956 benefits 2,653 2,635 2,771 Other accrued liabilities 896 905 1,413 1,794 2,099 Income taxes payable 690 942 1,545 1,202 1,344 --------- --------- --------- --------- --------- Total current liabilities 8,539 10,745 9,847 9,877 10,356 Long-term and revolving-term debt 39,871 37,255 38,162 36,140 35,260 Other long-term liabilities: Other employee benefits 1,056 1,362 9,538 9,770 9,811 Other 5,215 5,162 256 289 324 --------- --------- --------- --------- --------- Total other long-term liabilities 6,271 6,524 9,794 10,059 10,135 Minority interest 1,559 1,680 1,741 2,122 2,176 Total shareholders' equity 49,534 50,886 47,262 51,686 53,232 --------- --------- --------- --------- --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 105,774 $ 107,090 $ 106,806 $ 109,884 $ 111,159 ========= ========= ========= ========= =========
[MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003/22 5 OVERVIEW OF THE ACQUIROR [MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003/23 Overview of the Acquiror - - The Acquiror has been actively acquiring companies in a variety of industries since 1941 and currently maintains eleven separate operating segments that employ more than 450 people. - - The Acquiror was formally founded in 1975 in Kittening, Pennsylvania to provide management services for all Snyder subsidiaries. - - The Acquirer's subsidiaries operate in a broad range of businesses, including construction, mining, industrial equipment, energy, and agriculture. - - The Acquiror is partnered with Creekside Mushrooms, Ltd., which is the world's largest underground mushroom farm and owner of Moonlight(R) Brand mushrooms. - - Founders include: - Charles H. Snyder Sr. - Chairman of Snyder Associated Companies, Inc. - 1941 - PRESENT C.H. Snyder Co. Inc. - 1974 - PRESENT Bauer Company Inc. - Elmer A. Snyder [MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003/24 6/ANALYSIS OF PROPOSED TRANSACTION [MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003/25 Analysis of Proposed Transaction Summary Transaction Multiples CALCULATION OF TRANSACTION VALUE Offer Price $ 12.25 Sylvan Diluted Shares Outstanding (1) 5.2 Equity Value $ 64.2 Net Debt (2) 31.4 ------- Enterprise Value $ 95.6 =======

(1) Fully diluted shares outstanding based on the treasury stock method. (2) Includes minority interest of $2.2 million. IMPLIED TRANSACTION MULTIPLES
SYLVAN EV ESTIMATES MULTIPLE --------- -------- LTM 9/28/03 Revenue $ 93.4 1.0x EBITDA 13.5 7.1x FY 2003 ESTIMATE Revenue $ 95.9 1.0x EBITDA 13.1 7.3x FY 2004 ESTIMATE Revenue $ 96.9 1.0x EBITDA 14.0 6.9x
[MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003/26 Analysis of Proposed Transaction Historical Stock Trading Analysis OFFER PRICE PREMIUM ANALYSIS RELATIVE TO HISTORY AS OF NOVEMBER 6, 2003 Offer Price: $12.25 125% April 15, 2003 (1) $ 9.82 107% of May 13, 2002 (2) 11.44 142% of 52 Week Low Trading - March 19, 2003 8.60 103% of 52 Week High Trading - September 24, 2002 11.95 106% of Twelve-Month Average Closing Price 11.52 111% of Six-Month Average Closing Price 11.02 123% of One-Month Average Closing Price 9.99 65% of All Time Trading High - June 17, 1998 18.75 75% of Five-Year High - December 28, 1998 16.37

(1) Day prior to announcement of Sylvan management group buyout proposal. (2) Day prior to press release indicating Sylvan's exploration of strategic alternatives. [MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003/27 Analysis of Proposed Transaction Valuation Summary
($ IN MILLIONS) IMPLIED ENTERPRISE VALUE --------------------------------------------------- 25TH 75TH VALUATION METHODOLOGY LOW PERCENTILE MEDIAN PERCENTILE HIGH - --------------------- --- ---------- ------ ---------- ---- COMPARABLE COMPANIES $64.1 $ 69.9 $75.8 $ 89.4 $ 103.0 COMPARABLE TRANSACTIONS 84.9 85.2 85.6 95.7 105.9 DISCOUNTED CASH FLOW 79.0 84.4 89.8 95.7 101.6 LEVERAGED BUY-OUT 76.2 n/m n/m n/m 88.6 PROPOSED TRANSACTION $95.6

IMPLIED EQUITY VALUE PER SHARE ------------------------------------------------- 25TH 75TH VALUATION METHODOLOGY LOW PERCENTILE MEDIAN PERCENTILE HIGH - --------------------- --- ---------- ------ ---------- ---- COMPARABLE COMPANIES $ 6.33 $ 7.47 $ 8.60 $ 11.24 $ 13.88 COMPARABLE TRANSACTIONS 10.79 10.86 10.93 12.89 14.86 DISCOUNTED CASH FLOW 9.23 10.28 11.33 12.47 13.60 LEVERAGED BUY-OUT 8.69 n/m n/m n/m 11.03 PROPOSED TRANSACTION $12.25
[MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003/28 Analysis of Proposed Transaction Valuation Summary - - The valuation ranges implied by the techniques employed are summarized below, based on the following: - LBO ANALYSIS - High and low values represent 20% and 30% IRRs - DCF ANALYSIS - Based on discount rates and EBITDA exit multiples of 12% - 14% and 5.0x - 6.5x - COMPARABLE TRANSACTION ANALYSIS (1) - Based on 2003E EBITDA and multiples of 6.5x - 8.1x - PUBLICLY-TRADED COMPARABLE COMPANY ANALYSIS (2) - Based on 2003E EBITDA and multiples of 4.9x - 7.9x ~~[BAR CHART DEPICTING IMPLIED ENTERPRISE VALUE] [BAR CHART DEPICTING IMPLIED EQUITY VALUE PER SHARE]~~

- - Based on best comparable transactions including: Savia acquiring Seminis, Inc., Investor Group acquiring Dole, Cal-Maine Foods acquiring Smith Farms, and Investor Group acquiring Maui Land & Pineapple. - - Based on best comparable companies including: BG, CQB, FDP and HORT. [MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003/29 Analysis of Proposed Transaction Comparable Companies Analysis
RANGE OF VALUATION MULTIPLES IMPLIED BY COMPARABLE PUBLIC COMPANIES ANALYSIS -------------------------------------------- 2003E OPERATING 25TH 75TH DATA LOW PRTL MEDIAN PRTL HIGH ---- --- ---- ------ ---- ---- ENTERPRISE VALUE TO LTM: ALL COMPARABLES: EBITDA 4.0 x 5.1 x 6.2 x 9.1 x 12.0 x BEST COMPARABLES: EBITDA 4.9 x 5.3 x 5.8 x 6.8 x 7.9 x ($ IN MILLIONS) -------------------------------------------- IMPLIED ENTERPRISE VALUE BASED ON BEST COMPARABLES: EBITDA $ 13.1 $ 64.1 $ 69.9 $ 75.8 $ 89.4 $ 103.0 PROPOSED TRANSACTION ENTERPRISE VALUE $ 95.6 -------- IMPLIED EQUITY VALUE BASED ON BEST COMPARABLES: EBITDA $ 13.1 $ 6.33 $ 7.47 $ 8.60 $11.24 $ 13.88 PROPOSED TRANSACTION EQUITY VALUE/SHARE $ 12.25 --------
[MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003/30 Analysis of Proposed Transaction Comparable Companies Analysis CAPITALIZATION & OPERATING DATA: (1)
($ millions, except per share data) MARKET CAPITALIZATION (2) ------------------- LTM OPERATING RESULTS % OF EQUITY ----------------------------------- TICKER PRICE 52-WK MKT ENTERPRISE EBITDA COMPANY SYMBOL 11/6/03 HIGH CAP VALUE SALES (3) EBIT NET INC - ------- ------ ------- ---- --- ----- ----- --- ---- ------- SYLVAN INC. (5) SYLN $10.07 84.3% $ 51.9 $ 83.4 $ 93.4 $ 13.5 $ 7.3 $ 3.5 GRAIN HANDLING & PROCESSING Archer-Daniels-Midland Co. ADM 14.35 99.3% 9,288.2 13,161.3 30,708.0 1,423.1 779.4 460.0 Bunge Limited BG 26.53 85.2% 2,660.7 5,853.7 18,397.0 1,093.0 912.0 373.0 FRUITS & VEGETABLES Chiquita Brands Int'l, Inc. CQB 20.01 100.9% 826.4 1,134.0 2,858.5 144.0 97.0 (63.4) Fresh Del Monte Produce Inc. FDP 26.00 87.5% 1,489.5 1,459.6 2,395.5 298.0 234.9 246.3 Northland Cranberries, Inc. NRCNA 0.50 46.7% 49.2 86.9 92.2 11.1 7.4 8.9 AG INPUTS Delta and Pine Land Co. DLP 24.03 94.3% 965.0 854.1 284.4 71.3 63.8 32.7 Hines Horticulture, Inc. HORT 4.10 91.7% 90.8 326.5 332.1 52.4 43.5 18.9 PROTEIN Cal-Maine Foods, Inc. CALM 11.00 100.0% 133.8 229.7 419.6 56.8 40.2 21.6 Sanderson Farms, Inc. SAFM 34.90 98.0% 467.6 486.7 818.6 87.2 62.6 33.0 High 100.9% 9,288.2 13,161.3 30,708.0 1,423.1 912.0 460.0 Median 94.3% 826.4 854.1 818.6 87.2 63.8 32.7 Mean 89.3% 1,774.6 2,621.4 6,256.2 359.6 249.0 125.7 Low 46.7% 49.2 86.9 92.2 11.1 7.4 (63.4)

($ millions, except per share data) LTM MARGINS 3 FISCAL YR. CAGR (4) ---------------------- ------------------------ NET COMPANY EBITDA EBIT INC SALES EBITDA NET INC - ------- ------ ---- --- ----- ------ ------- SYLVAN INC. (5) 14.4% 7.8% 3.7% 5.6% (13.1%) (30.8%) GRAIN HANDLING & PROCESSING Archer-Daniels-Midland Co. 4.6% 2.5% 1.5% 25.5% 5.7% 9.6% Bunge Limited 5.9% 5.0% 2.0% 20.7% 36.0% 128.3% FRUITS & VEGETABLES Chiquita Brands Int'l, Inc. 5.0% 3.4% N/M 2.5% (5.9%) N/A Fresh Del Monte Produce Inc. 12.4% 9.8% 10.3% 6.0% 45.2% 153.7% Northland Cranberries, Inc. 12.1% 8.0% 9.7% (30.0%) N/A N/A AG INPUTS Delta and Pine Land Co. 25.1% 22.4% 11.5% (7.5%) 0.9% (3.4%) Hines Horticulture, Inc. 15.8% 13.1% 5.7% 5.2% (4.7%) (17.5%) PROTEIN Cal-Maine Foods, Inc. 13.5% 9.6% 5.2% 4.0% 12.0% 43.5% Sanderson Farms, Inc. 10.6% 7.7% 4.0% 10.8% 60.5% N/A High 25.1% 22.4% 11.5% 25.5% 60.5% 153.7% Median 12.1% 8.0% 5.4% 5.2% 8.9% 26.5% Mean 11.7% 9.0% 6.2% 4.1% 18.7% 52.3% Low 4.6% 2.5% 1.5% (30.0%) (5.9%) (17.5%)
(1) Excludes non-recurring and extraordinary items. (2) Fully-diluted using the treasury-stock method. (3) EBITDA = income from operations plus the sum of depreciation, amortization and non-cash stock option compensation. (4) Historical results have not been adjusted to reflect the discontinuation of goodwill amortization. (5) Sylvan is shown for illustrative purposes only and is not included in high, median, mean and low calculations. (6) Earnings estimates are from First Call, where available, and calendarized, where appropriate. (7) Growth rates are from Bloomberg, where available. (8) ROIC = EBITDA divided by the sum of total equity and total debt. (9) Best comparables include BG, CQB, FDP and HORT. [MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003/31 Analysis of Proposed Transaction Comparable Companies Analysis VALUATION & LEVERAGE STATISTICS:
($ millions, except per share data) 2004 ENTERPRISE EQUITY MKT CAP / EPS P/E / VALUE / LTM ---------------- ESTIMATES (6) PROJECTED P/E 5 YR. EPS ------------------------- NET BOOK ------------- --------------- GROWTH COMPANY SALES EBITDA EBIT INCOME VALUE 2003 2004 2003 2004 (7) ROIC (8) - ------- ----- ------ ---- ------ ----- ---- ---- ---- ---- --- -------- SYLVAN INC. (5) 0.9 X 6.2 X 11.5 X 14.8 X 1.0 X N/A N/A N/A N/A N/A 15.2% GRAIN HANDLING & PROCESSING Archer-Daniels-Midland Co. 0.4 x 9.2 x 16.9 x 20.2 x 1.3 x 0.77 0.96 18.7 x 14.9 x 177.6% 11.6% Bunge Limited 0.3 x 5.4 x 6.4 x 7.1 x 1.3 x 2.54 2.85 10.4 x 9.3 x 101.4% 21.0% FRUITS & VEGETABLES Chiquita Brands Int'l, Inc. 0.4 x 7.9 x 11.7 x N/M 1.1 x 1.91 2.68 10.5 x 7.5 x 62.2% 11.9% Fresh Del Monte Produce Inc. 0.6 x 4.9 x 6.2 x 6.0 x 1.6 x 3.78 3.86 6.9 x 6.7 x 89.8% 30.1% Northland Cranberries, Inc. 0.9 x 7.8 x 11.8 x 5.5 x 1.2 x N/A N/A N/A N/A N/A 12.8% AG INPUTS Delta and Pine Land Co. 3.0 x 12.0 x 13.4 x 29.5 x 4.2 x 1.05 1.29 23.0 x 18.6 x 195.6% 30.6% Hines Horticulture, Inc. 1.0 x 6.2 x 7.5 x 4.8 x 1.6 x N/A N/A N/A N/A N/A 17.9% PROTEIN Cal-Maine Foods, Inc. 0.5 x 4.0 x 5.7 x 6.2 x 1.8 x N/A N/A N/A N/A N/A 31.6% Sanderson Farms, Inc. 0.6 x 5.6 x 7.8 x 14.2 x 2.8 x N/A N/A N/A N/A N/A 41.5% ALL COMPARABLES High 3.0 x 12.0 x 16.9 x 29.5 x 4.2 x 3.78 3.86 23.0 x 18.6 x 195.6% 41.5% Median 0.6 x 6.2 x 7.8 x 6.7 x 1.6 x 1.91 2.68 10.5 x 9.3 x 101.4% 21.0% Mean 0.9 x 7.0 x 9.7 x 11.7 x 1.9 x 2.01 2.33 13.9 x 11.4 x 125.3% 23.2% Low 0.3 x 4.0 x 5.7 x 4.8 x 1.1 x 0.77 0.96 6.9 x 6.7 x 62.2% 11.6% BEST COMPARABLES (9) High 1.0 x 7.9 x 11.7 x 7.1 x 1.6 x 3.78 3.86 10.5 x 9.3 x 101.4% 30.1% Median 0.5 x 5.8 x 7.0 x 6.0 x 1.4 x 2.54 2.85 10.4 x 7.5 x 89.8% 19.5% Mean 0.6 x 6.1 x 8.0 x 6.0 x 1.4 x 2.74 3.13 9.3 x 7.8 x 84.5% 20.2% Low 0.3 x 4.9 x 6.2 x 4.8 x 1.1 x 1.91 2.68 6.9 x 6.7 x 62.2% 11.9%

($ millions, except per share data) LEVERAGE STATISTICS ------------------------------ DEBT / EQUITY EBITDA / DEBT / MKT COMPANY INTEREST EBITDA CAP - ------- -------- ------ --- SYLVAN INC. (5) 7.8 X 2.6 X 68.2% GRAIN HANDLING & PROCESSING Archer-Daniels-Midland Co. 6.0 x 3.6 x 55.8% Bunge Limited 42.0 x 2.8 x 116.3% FRUITS & VEGETABLES Chiquita Brands Int'l, Inc. 2.9 x 3.3 x 58.3% Fresh Del Monte Produce Inc. 32.4 x 0.2 x 3.2% Northland Cranberries, Inc. 5.7 x 4.0 x 91.5% AG INPUTS Delta and Pine Land Co. N/A 0.0 x 0.2% Hines Horticulture, Inc. 2.0 x 4.5 x 260.3% PROTEIN Cal-Maine Foods, Inc. 7.3 x 1.9 x 79.4% Sanderson Farms, Inc. 32.8 x 0.5 x 8.8% ALL COMPARABLES High 42.0 x 4.5 x 260.3% Median 6.6 x 2.8 x 58.3% Mean 16.4 x 2.3 x 74.9% Low 2.0 x 0.0 x 0.2% BEST COMPARABLES (9) High 42.0 x 4.5 x 260.3% Median 17.7 x 3.1 x 87.3% Mean 19.9 x 2.7 x 109.6% Low 2.0 x 0.2 x 3.2%
(1) Excludes non-recurring (2) Fully-diluted using the treasury-stock method. (3) EBITDA = income from operations plus the sum of depreciation, amortization and non-cash stock option compensation. (4) Historical results have not been adjusted to reflect the discontinuation of goodwill amortization. (5) Sylvan is shown for illustrative purposes only and is not included in high, median, mean and low calculations. (6) Earnings estimates are from First Call, where available, and calendarized, where appropriate. (7) Growth rates are from Bloomberg, where available. (8) ROIC = EBITDA divided by the sum of total equity and total debt. (9) Best comparables include BG, CQB, FDP and HORT. [MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003/32 Analysis of Proposed Transaction Comparable Transactions Analysis
RANGE OF VALUATION MULTIPLES IMPLIED BY COMPARABLE TRANSACTIONS ANALYSIS 2003E ---------------------------------------------------- OPERATING 25TH 75TH DATA LOW PRTL MEDIAN PRTL HIGH ---- --- ---- ------ ---- ---- ENTERPRISE VALUE TO LTM: ENTIRE GROUP: EBITDA 5.9 x 7.0 x 8.1 x 15.6 x 23.1 x BEST COMPARABLES: EBITDA 6.5 x 6.5 x 6.5 x 7.3 x 8.1 x IMPLIED ENTERPRISE VALUE: ($ IN MILLIONS) ---------------------------------------------------------- EBITDA $ 13.1 $ 84.9 $ 85.2 $ 85.6 $ 95.7 $ 105.9 PROPOSED TRANSACTION ENTERPRISE VALUE $ 95.6 -------- IMPLIED EQUITY VALUE PER SHARE: EBITDA $ 13.1 $ 10.79 $ 10.86 $ 10.93 $ 12.89 $ 14.86 PROPOSED TRANSACTION EQUITY VALUE PER SHARE $ 12.25 --------
[MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003/33 Analysis of Proposed Transaction Comparable Transactions Analysis
($ in millions) ENTERPRISE VALUE MULTIPLES: ANNOUNCEMENT DATE ACQUIROR EQUITY -------------------------- CLOSING DATE TARGET EQUITY ENTERPRISE PREMIUM VALUE TO: LTM LTM LTM CONSIDERATION TARGET BUSINESS VALUE VALUE PAID LTM NI REVENUE EBITDA EBIT ------------- --------------- ----- ----- ---- ------ ------- ------ ---- 8/29/2003 Venture Group n/a n/a n/a n/a n/a n/a n/a 8/29/2003 Packers of Indian River Ltd. (Chiquita Brands International Inc.) Cash Producer and wholesaler of fresh and processed citrus products 8/18/2003 Tyson Foods Inc. 74.0 74.0 n/a 0.3 x n/a n/a n/a Pending Choctaw Maid Farms Inc. n/a Producer and manufacturer of wholesale poultry products 8/18/2003 BC Natural Foods LLC n/a n/a n/a n/a n/a n/a n/a 8/18/2003 Penn Valley Farms n/a Owner and operator of poultry farms 6/9/2003 Pilgrims Pride Corp 302.7 597.3 n/a n/a 0.3 x 23.1 x n/a Pending ConAgra Foods Inc-Chicken Business Cash/Stock/Sub. Notes Producer of meat, eggs, and cooking oil 2/4/2003 Riviana Foods Inc. 25.3 25.3 n/a n/a 0.7 x n/a n/a 2/10/2003 ACH Rice Specialties Business (Associated British Foods Plc) Cash Producer and marketer of rice products 12/13/2002 Savia, S.A. de C.V. 384.4 650.0 50.6% 126.0 x 1.4 x 8.1 x 13.3 x 9/30/2003 Seminis, Inc. Cash Producer and marketer of fruit and vegetable seeds 9/22/2002 Investor Group 2,017.8 2,500.0 36.8% 13.1 x 0.6 x 6.6 x 9.1 x 3/31/2003 Dole Food Co., Inc. Cash Producer and marketer of fresh fruit and vegetables 8/17/2001 Nippon Suisan 175.0 175.0 n/a n/a 0.7 x 8.8 x n/a 10/2/2001 Gorton's & Bluewater Seafoods Cash Producers of frozen seafood 1/23/2001 Hormel Foods Corp 334.4 334.4 n/a 16.0 x 1.0 x n/a 10.0 x 2/26/2001 The Turkey Store Co. (d/b/a Jerome Foods, Inc.) Cash Producer of poultry, food products 9/27/2000 Pilgrim's Pride Corp. 234.5 280.0 105.4% 65.2 x 0.3 x 10.2 x 31.2 x 1/28/2001 WLR Foods, Inc. Cash Producer of poultry products
[MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003 / 34 Analysis of Proposed Transaction Comparable Transactions Analysis
ENTERPRISE VALUE MULTIPLES: ANNOUNCEMENT DATE ACQUIROR EQUITY ----------------------- CLOSING DATE TARGET EQUITY ENTERPRISE PREMIUM VALUE TO: LTM LTM LTM CONSIDERATION TARGET BUSINESS VALUE VALUE PAID LTM NI REVENUE EBITDA EBIT ------------- --------------- ----- ----- ---- ------ ------- ------ ---- 8/9/2000 Lesaffre et Compagnie $ 113.0 $ 113.0 n/a n/a 0.9 x n/a n/a 2/26/2001 Red Star Yeast and Products (Sensient Technologies Corp.) Cash Supplier of yeast to commercial bakery 12/20/1999 Money's Mushrooms Ltd. 50.0 50.0 n/a n/a 0.4 x n/a n/a 2/1/2000 Fresh Mushrooms Business (Vlasic Foods Int'l Inc.) Cash Producer of fresh mushrooms 12/6/1999 ConAgra, Inc. 360.0 376.0 n/a n/a 0.8 x n/a 11.1 x 1/3/2000 Seaboard Farms (Seaboard Corp.) Cash Producer of poultry products 9/15/1999 Cal-Maine Foods, Inc. 36.2 36.2 n/a 13.4 x 0.7 x 6.5 x 9.1 x 9/30/1999 Smith Farms, Inc. Cash Owns and operates egg farms 7/15/1999 Reservoir Capital Group LLC 72.2 153.8 8.7% 36.8 x 1.2 x 10.0 x 21.7 x 11/2/1999 Orange-co., Inc. Cash Producer of citrus fruit, juices 7/2/1999 Investor Group 95.2 119.6 (12.8%) 18.0 x 0.8 x 6.5 x 11.7 x 9/7/1999 Maui Land & Pineapple Co., Inc. n/a Producer of pineapples 5/14/1999 Pictsweet LLC 23.8 72.6 36.6% 39.3 x 0.4 x 5.9 x 13.9 x 9/23/1999 United Foods, Inc. Cash Producer and marketer of frozen fruits, vegetables Summary Multiples: Median 36.7% 18.0 x 0.7 x 8.1 x 11.7 x Mean 37.6% 36.4 x 0.7 x 9.5 x 14.6 x Low (12.8%) 0.3 x 0.3 x 5.9 x 9.1 x High 105.4% 126.0 x 1.4 x 23.1 x 31.2 x Summary Best Comparable Multiples (1): Median 36.8% 15.7 x 0.7 x 6.5 x 10.4 x Mean 24.9% 42.6 x 0.9 x 6.9 x 10.8 x Low -12.8% 13.1 x 0.6 x 6.5 x 9.1 x High 50.6% 126.0 x 1.4 x 8.1 x 13.3 x
Source: Thomson Financial, SEC filings and company press releases. Data includes transactions announced between January 1, 1999 and November 6, 2003. (1) Best transactions include Savia acquiring Seminis, Inc, Investor Group acquiring Dole, Cal-Maine Foods acquiring Smith Farms, and Investor Group acquiring Maui Land & Pineapple. [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003 / 35 Analysis of Proposed Transaction Discounted Cash Flow Analysis
PRESENT VALUE PRESENT VALUE OF TERMINAL OF FREE + VALUE = PRESENT VALUE OF ENTERPRISE CASH FLOWS MULTIPLE OF 2008 EBITDA VALUE DISCOUNT ----------- ---------------------------------- ------------------------------- RATE 2004 - 2008 5.00X 5.75X 6.50X 5.00X 5.75X 6.50X ---- ----------- ----- ----- ----- ----- ----- ----- 12.0% $30.5 $54.6 $62.8 $71.0 $85.2 $93.4 $101.6 13.0% 29.7 52.3 60.1 67.9 82.0 89.8 97.7 14.0% 29.0 50.0 57.5 65.0 79.0 86.5 94.0 TOTAL RANGE $79.0 -- $101.6 ASSUMED OFFER PRICE $95.6

IMPLIED EQUITY VALUE IMPLIED EQUITY VALUE PER SHARE DISCOUNT NET DEBT --------------------------- ------------------------------ RATE - SEPT. 28, 2003 = 5.00X 5.75X 6.50X 5.00X 5.75X 6.50X ------ -------------- ----- ----- ----- ----- ----- ----- 12.0% $31.4 $53.7 $61.9 $70.1 $10.42 $12.01 $13.60 13.0% 31.4 50.6 58.4 66.2 9.81 11.33 12.85 14.0% 31.4 47.6 55.1 62.6 9.23 10.68 12.14 TOTAL RANGE $47.6 -- $70.1 $9.23 -- $13.60 ASSUMED OFFER PRICE $64.2 $12.25
[MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003 / 36 Analysis of Proposed Transaction Discounted Cash Flow Analysis HISTORICAL AND PROJECTED CASH FLOWS ($ in millions except per share data)
Fiscal Year End December, HISTORICAL CAGR PROJECTED (A) CAGR --------------------- ----- ------------------------------------------- ----- 2001 2002 2003 01-03 2004 2005 2006 2007 2008 04-08 ---- ---- ---- ----- ---- ---- ---- ---- ---- ----- Net Sales $85.9 $88.2 $95.9 5.6% $96.9 $97.7 $100.6 $103.6 $106.7 2.5% % Growth -- 2.7% 8.7% 1.0% 0.8% 3.0% 3.0% 3.0% EBITDA 17.2 14.9 13.1 -12.8% 14.0 14.1 16.6 18.7 19.3 8.4% % of Sales 20.0% 16.9% 13.6% 14.4% 14.5% 16.5% 18.0% 18.0% EBIT 11.6 9.0 6.8 -23.5% 7.6 8.1 10.9 13.2 13.9 16.2% % of Sales 13.5% 10.2% 7.1% 7.9% 8.3% 10.8% 12.7% 13.0% Less: Taxes @ 35% (4.1) (3.2) (2.4) (2.7) (2.8) (3.8) (4.6) (4.9) ----- ----- ----- ----- ----- ------ ------ ------ UNLEVERED NET INCOME 7.6 5.9 4.4 -23.5% 5.0 5.3 7.1 8.6 9.0 16.2% Plus: Depreciation and Amortization 5.6 5.8 6.3 6.3 6.0 5.7 5.5 5.3 Less: Capital Expenditures (4.1) (3.4) (3.9) (3.9) (3.9) (3.9) (3.9) (3.9) Less: Increase in Working Capital (2.9) (1.6) 3.0 0.5 (0.2) (0.6) (0.6) (0.7) ----- ----- ----- ----- ----- ------ ------ ------ UNLEVERED FREE CASH FLOW $ 6.2 $ 6.7 $9.9 26.3% $8.0 $7.3 $8.3 $9.6 $9.8 5.5% ===== ===== ==== ==== ==== ==== ==== ====
DISCOUNTED CASH FLOW VALUATION ANALYSIS
Discount Rate 12.0% 13.0% 14.0% ------------------------- ------------------------ -------------------------- Terminal EBITDA Multiple 5.00x 5.75x 6.50x 5.00x 5.75x 6.50x 5.00x 5.75x 6.50x EBITDA $19.3 $19.3 $19.3 $19.3 $19.3 $19.3 $19.3 $19.3 $19.3 Terminal Value 96.3 110.7 125.2 96.3 110.7 125.2 96.3 110.7 125.2 PV Terminal Value 54.6 62.8 71.0 52.3 60.1 67.9 50.0 57.5 65.0 PV Free Cash Flows 30.5 30.5 30.5 29.7 29.7 29.7 29.0 29.0 29.0 ----- ----- ------ ----- ----- ----- ----- ----- ----- IMPLIED ENTERPRISE VALUE $85.2 $93.4 $101.6 $82.0 $89.8 $97.7 $79.0 $86.5 $94.0 ===== ===== ====== ===== ===== ===== ===== ===== ===== Less: Net Debt (b) (29.3) (29.3) (29.3) (29.3) (29.3) (29.3) (29.3) (29.3) (29.3) Less: Minority Interest (b) (2.2) (2.2) (2.2) (2.2) (2.2) (2.2) (2.2) (2.2) (2.2) ----- ----- ------ ----- ----- ----- ----- ----- ----- EQUITY VALUE $53.7 $61.9 $70.1 $50.6 $58.4 $66.2 $47.6 $55.1 $62.6 Shares Outstanding (mm) 5.2 5.2 5.2 5.2 5.2 5.2 5.2 5.2 5.2 ----- ----- ------ ----- ----- ----- ----- ----- ----- EQUITY VALUE PER SHARE $10.42 $12.01 $13.60 $9.81 $11.33 $12.85 $9.23 $10.68 $12.14 ===== ===== ====== ===== ===== ===== ===== ===== ===== ENTERPRISE VALUE AS A MULTIPLE OF 2003E: Net Sales 0.89x 0.97x 1.06x 0.86x 0.94x 1.02x 0.82x 0.90x 0.98x EBITDA 6.51x 7.14x 7.76x 6.27x 6.87x 7.47x 6.04x 6.61x 7.19x EBIT 12.50x 13.70x 14.91x 12.04x 13.19x 14.34x 11.60x 12.70x 13.80x
(a) Based upon Management estimates dated September 23, 2003. Includes $1.1 million of public company expenses. Assumes an Euro to U.S. dollar exchange rate of 1.09. (b) Based on August 2003 Balance Sheet. [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003 / 37 Analysis of Proposed Transaction Leveraged Buy-Out Analysis - - The leveraged buy-out analysis is summarized on the following page and is based on the following assumptions: - Senior debt of approximately 3.0x at LIBOR +375 basis points 5 year amortization - Subordinated debt of approximately 1.25x - Coupon of 12% - Required return of 17-20% - Sponsor equity returns of 20-30% - Management incentive options of 10% - Enter and exit at the same multiple - Based on management projections as of September 26, 2003 and September 28, 2003 balance sheet [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003 / 38 Analysis of Proposed Transaction Leveraged Buy-Out Analysis LBO TRANSACTION SUMMARY IMPLIED IRR = 20.0% PURCHASE PRICE: Equity value $57.2 Plus: debt (1) 37.6 Less: cash (6.1) ----- Net debt 31.4 Enterprise value $88.6 ===== PURCHASE MULTIPLES: Enterprise value / 2003 revenue 0.9 x Enterprise value / 2003 EBITDA 6.4 x IMPLIED PRICE PER SHARE: $11.03

USES: Equity purchase price $57.2 Refinance existing debt 35.4 Transaction expenses 3.2 ----- $95.8 ===== OWNERSHIP: Financial sponsor 82.0% Management 10.0% Sub-debt 8.0%

SOURCES: Excess cash $4.1 Bank debt 42.3 Sub-debt 18.2 Financial sponsor equity 31.2 ----- $95.8 ===== LEVERAGE STATISTICS: Bank debt / 2003 EBITDA 2.9 x Total debt / 2003 EBITDA 4.1 x 2003 EBITDA / Interest 3.3 x (2003 EBITDA - CapEx) / Interest 2.0 x 2004 EBITDA / Interest 1.9 x (2004 EBITDA - CapEx) / Interest 2.6 x

LBO TRANSACTION SUMMARY IMPLIED IRR = 30.0% PURCHASE PRICE: Equity value $44.8 Plus: debt (1) 37.6 Less: cash (6.1) ----- Net debt 31.4 Enterprise value $76.2 ===== PURCHASE MULTIPLES: Enterprise value / 2003 revenue 0.8 x Enterprise value / 2003 EBITDA 5.5 x IMPLIED PRICE PER SHARE: $ 8.69

USES: Equity purchase price $44.8 Refinance existing debt 35.4 Transaction expenses 3.2 ----- $83.4 ===== OWNERSHIP: Financial sponsor 82.5% Management 10.0% Sub-debt 7.5%

SOURCES: Excess cash $4.1 Sub-debt 42.3 Assumed debt 18.2 Financial sponsor equity 18.8 ----- $83.4 ===== LEVERAGE STATISTICS: Bank debt / 2003 EBITDA 2.9 x Total debt / 2003 EBITDA 4.1 x 2003 EBITDA / Interest 3.3 x (2003 EBITDA - CapEx) / Interest 2.0 x 2004 EBITDA / Interest 1.9 x (2004 EBITDA - CapEx) / Interest 2.6 x

NOTE: Analysis based on management estimates, anticipated financing parameters and required returns. (1) Debt includes minority interest of $2.2 million. [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003 / 39 Analysis of Proposed Transaction Premiums Paid Analysis - - The outside offer price of $12.25 represents a premium of 25% to the Company's closing price of $9.82 one day prior to the announcement of the management-led proposal. - A meaningful comparison of the premium implied by the Proposed Transaction to the average and median premiums analyzed is difficult due to the lengthy and public background of the Proposed Transaction. ANNOUNCED TRANSACTIONS $50MM - $150MM (APRIL 1, 2003 - NOVEMBER 3, 2003)
PREMIUM PAID RELATIVE TO: ----------------------------- VALUE OF PRICE DATE TRANSACTION PER 1 DAY 1 WEEK 4 WEEKS ANNOUNCED TARGET NAME ACQUIROR NAME ($MIL) SHARE PRIOR PRIOR PRIOR - --------- ----------- ------------- ------ ----- ----- ----- ----- 04/01/03 National Service Industries California Investment Fund LLC 111.9 10.00 93.8% 90.8% 67.5% 04/03/03 Elite Information Group Inc Thomson Corp 121.5 14.00 40.4% 44.3% 40.7% 04/04/03 Sports Club Co Investor Group 70.2 3.00 25.0% 24.5% 31.6% 04/07/03 Bruker AXS Inc Bruker Daltonics Inc 104.6 1.86 44.2% 38.8% 28.3% 04/09/03 Ramsay Youth Services Inc Psychiatric Solutions Inc 77.9 5.00 42.9% 31.6% 24.7% 04/16/03 Lillian Vernon Corp Investor Group 60.7 7.25 72.6% 74.7% 72.2% 04/16/03 Signal Technology Corp Crane Co 142.5 13.25 17.6% 15.6% 21.6% 04/22/03 Varsity Brands Inc Investor Group 136.8 6.57 39.8% 39.5% 42.2% 04/29/03 Thousand Trails Inc Kohlberg & Co LP 114.6 14.50 55.1% 55.9% 49.8% 05/14/03 MountainBank Financial Corp South Financial Corp. 123.1 32.75 11.0% 25.9% 28.9% 05/16/03 National Energy Group Inc American Re Partners LP 148.1 0.80 150.0% 14.3% 29.0% 05/27/03 TMBR/Sharp Drilling Inc Patterson-UTI Energy Inc 92.1 20.19 4.1% 5.3% 9.1% 05/28/03 CommerceSouth Inc,Eufaula,AL BancTrust Financial Group Inc 73.1 25.50 64.5% 59.2% 66.4% 05/30/03 Cysive Inc Snowbird Holdings Inc 74.5 3.23 0.9% 0.9% 11.4% 06/09/03 Grange National Banc Corp,PA Community Bank Sys Inc,NY 82.2 45.85 19.9% 17.6% 24.6% 06/25/03 United Park City Mines Co Capital Growth Partners LLC 68.7 21.00 3.4% 4.7% 5.5% 06/26/03 Elder-Beerman Stores Corp Wright Holdings Inc 68.5 6.00 13.0% 9.9% 14.9% 06/27/03 Acres Gaming Inc International Game Technology 136.5 11.50 1.0% 13.9% 31.4%
[MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003 / 40 Analysis of Proposed Transaction Premiums Paid Analysis
PREMIUM PAID RELATIVE TO: --------------------------- VALUE OF PRICE DATE TRANSACTION PER 1 DAY 1 WEEK 4 WEEKS ANNOUNCED TARGET NAME ACQUIROR NAME ($MIL) SHARE PRIOR PRIOR PRIOR - --------- ----------- ------------- ------ ----- ----- ----- ----- 06/29/03 Information Resources Inc Investor Group 99.4 3.30 10.7% -2.4% -2.7% 07/03/03 Methode Electronics Inc Dura Automotive Systems Inc 54.4 50.00 153.2% 156.4% 155.0% 07/15/03 Klamath First Bancorp,Oregon Sterling Financial Corp,WA 148.0 20.44 17.1% 17.8% 16.8% 07/16/03 Alliance Bancorp of NE Inc New Haven Savings Bank,CT 72.1 25.00 -5.3% 2.2% 7.3% 07/16/03 Timberline Software Corp Best Software Inc 103.5 8.25 36.4% 38.0% 38.0% 07/23/03 Brio Software Inc Hyperion Solutions Corp 141.9 3.44 27.4% 24.2% 50.2% 07/23/03 Pinnacor Inc MarketWatch.com Inc 104.8 2.42 9.0% 8.5% 24.1% 07/29/03 Elder-Beerman Stores Corp Bon-Ton Stores Inc 97.8 8.00 32.9% 33.3% 36.3% 07/30/03 Community Bk,Pilot Mtn,NC Southern Community Finan Corp 77.3 48.65 56.9% 56.9% 62.2% 08/04/03 Mercator Software Inc Ascential Software Corp 115.0 3.00 22.4% 34.5% 86.3% 08/05/03 ResortQuest International Gaylord Entertainment Co 107.6 5.53 8.4% 10.8% 13.8% 08/12/03 California Independent Bancorp Humboldt Bancorp,Eureka,CA 81.7 35.50 22.8% 22.4% 18.3% 08/12/03 Jacksonville Bancorp,TX Franklin Bank Corp,Houston,TX 73.4 37.50 25.0% 29.3% 27.1% 09/04/03 Ross Systems Inc Chinadotcom Corp 66.2 19.00 9.9% 22.7% 22.6% 09/09/03 Lightspan Inc Plato Learning Inc 103.5 10.89 36.1% 29.6% 67.5% 09/11/03 CoVest Bancshares Inc,IL First Midwest Bancorp,IL 129.4 27.45 2.7% 1.7% 5.8% 09/11/03 Skibo Financial Corp,PA Northwest Bancorp MHC,PA 55.2 17.00 26.3% 28.1% 29.5% 09/22/03 Thistle Group Holdings Co Citizens Bank of Pennsylvania 147.8 26.00 35.4% 39.0% 58.7% 09/22/03 United States Exploration Inc DGL Acquisition Corp 53.3 2.82 0.7% -1.1% -1.1% 09/25/03 Caledonia Finl Corp,MI Chemical Financial Corp,MI 55.3 39.00 N/A N/A N/A 09/26/03 Business Bancorp,California UnionBanCal Corp,CA 114.9 28.57 N/A N/A N/A 09/29/03 Good Guys Inc CompUSA Inc 55.4 2.05 36.7% 31.4% 45.4% 09/30/03 Garden Fresh Restaurant Corp Fairmont Capital Inc 103.0 16.35 48.9% 54.8% 64.3% 10/03/03 OneSource Information Services ValueAct Capital Partners LP 80.9 9.50 9.3% 21.6% 17.7% 10/08/03 Crown Resources Corp Kinross Gold Corp 78.4 78.42 46.7% 46.7% 41.9% 10/20/03 Docent Inc click2learn.com inc 61.9 4.14 1.0% 0.7% 6.2% 10/22/03 Brass Eagle Inc K2 Inc 82.5 10.51 26.6% 25.1% 27.7% 10/24/03 Information Resources Inc Open Ratings Inc 114.9 3.30 -29.2% -27.3% -28.6% 10/27/03 SCB Computer Technology Inc CIBER Inc 52.5 2.15 13.2% 7.5% 22.9% 10/27/03 On Technology Corp Symantec Corp 101.1 4.00 15.9% 16.3% 57.5% AVERAGE $ 94.6 $16.6 30.4% 28.2% 34.1% MEDIAN $ 95.0 $10.7 23.9% 24.3% 28.6%
[MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003 / 41 A / DESCRIPTIONS OF COMPARABLE COMPANIES [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003 / 42 Descriptions of Comparable Companies ARCHER-DANIELS-MIDLAND COMPANY (NYSE:ADM) Archer-Daniels-Midland Company is principally engaged in procuring, transporting, storing, processing and merchandising agricultural commodities and products. The Company's operations are classified into four business segments: Oilseeds Processing, which includes the processing of oilseeds; Corn Processing, which includes its dry milling and wet milling corn operations; Wheat Processing, which includes the milling of wheat, corn and milo into flour, and Agricultural Services, which buys, stores, cleans and transports agricultural commodities. Archer-Daniels-Midland's remaining operations are classified as the Other segment, which primarily includes the production of value-added soy protein products. BUNGE LIMITED (NYSE:BG) Bunge Limited is an integrated, global agribusiness and food company operating in the farm-to-consumer food chain, which ranges from raw materials, such as grains and fertilizers, to retail food products, such as flour and margarine. The Company has primary operations in North America, Brazil, Argentina and Europe and worldwide distribution capabilities. Bunge conducts its operations in three divisions: agribusiness, fertilizer and food products. The agribusiness division consists of three business lines: grain origination, oilseed processing and international marketing. The Company's fertilizer division is comprised of nutrients and retail operations. The food products division consists of four business lines: edible oil products, wheat milling and bakery products, soy ingredients and corn products. CHIQUITA BRANDS INTERNATIONAL, INC. (NYSE:CQB) Chiquita Brands International, Inc. and its subsidiaries operate in two business segments: Fresh Produce and Processed Foods. The Company Fresh Produce segment sources, distributes and markets a line of fresh fruits and vegetables sold under the Chiquita and other brand names. Chiquita's fresh fruits and vegetables include bananas, berries, citrus, grapes, melons, mushrooms, stone fruit, tomatoes and a variety of other fresh produce. In Europe, the Company's Processed Foods segment sells Chiquita branded fruit juices, beverages, snacks and desserts, which are manufactured by third parties to Chiquita's specifications. In the United States, several national fruit juice and beverage producers manufacture and sell shelf-stable, refrigerated and frozen juice and beverage products using the Chiquita brand name, for which they pay Chiquita a license fee. Chiquita's processed banana products include banana puree, frozen banana pieces, sliced bananas and other specialty products. [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003 / 43 Descriptions of Comparable Companies FRESH DEL MONTE PRODUCE INC. (NYSE:FDP) Fresh Del Monte Produce Inc. is primarily engaged in the worldwide sourcing, transportation and marketing of fresh and fresh-cut produce. The Company's products include bananas, pineapples, cantaloupe, honeydew, watermelons, grapes, non-tropical fruits (including citrus, apples, pears, peaches, plums, nectarines, apricots and kiwi), plantains, Vidalia sweet onions and various greens. In January 2003, the Company has added tomatoes, potatoes and onions to its product offering. The Company sources its products primarily from Central and South America and the Philippines. Fresh Del Monte also sources products from North America, Africa and Europe and distributes its products in Europe, the Asia-Pacific region and South America. The Company also has non-produce businesses. These include its third-party ocean freight container business, a third-party plastics and box manufacturing business, its Jordanian poultry business and its Argentine grain business. HINES HORTICULTURE, INC. (NASD:HORT) Hines Horticulture, Inc. produces and distributes horticultural products through its wholly owned subsidiaries, Hines Nurseries, Inc. (Hines Nurseries) and Enviro-Safe Laboratories Inc. The Company is a national supplier of ornamental shrubs, color plants and container-grown plants, with 14 commercial nursery facilities located in Arizona, California, Florida, Georgia, New York, Oregon, Pennsylvania, South Carolina and Texas. Hines markets its products to retail and commercial customers throughout the United States. It produces approximately 5,500 varieties of ornamental shrubs and color plants and sells to more than 2,200 retail and commercial customers, representing more than 8,400 outlets throughout the United States and Canada. NORTHLAND CRANBERRIES (OTC:NRCNA) Northland Cranberries, Inc. is a vertically integrated grower, handler, processor and marketer of cranberries, branded cranberry products and fruit beverages. The Company markets and sells its Northland, Seneca, TreeSweet and Awake brand cranberry and other fruit juice products, as well as fresh, frozen and dried cranberries and cranberry concentrate domestically through retail supermarkets and through other distribution channels, both domestically and internationally. In addition, the Company produces and packages juice beverages for other companies on a contract-manufacturing basis. As of November 26, 2002, Northland owned or operated 21 cranberry-producing marshes with 2,009 planted acres in Wisconsin. It also maintains multi-year crop purchase contracts with 44 independent cranberry growers to purchase all of the cranberries harvested from an aggregate of up to 1,743 contracted acres. [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003 / 44 Descriptions of Comparable Companies DELTA AND PINE LAND COMPANY (NYSE:DLP) Delta and Pine Land Company (D&PL) and its subsidiaries breed, produce, condition and market cotton and soybean planting seed. In connection with its seed operations, the Company farms approximately 2,000 acres largely for the production of cotton and soybean foundation seed. D&PL is in a single line of business and operates in two business segments, domestic and international. The Company's reportable segments offer similar products, however, the business units are managed separately due to the geographic dispersion of their operations. The Company develops its proprietary seed products through research and development efforts in the United States and certain foreign countries. CAL-MAINE FOODS, INC. (NASD:CALM) Cal-Maine Foods, Inc. is primarily engaged in the production, cleaning, grading and packaging of fresh shell eggs for sale to shell egg retailers. The Company had sales of approximately 571 million dozen shell eggs during the fiscal year ended May 31, 2003 (fiscal 2003). It primarily markets shell eggs in the southwestern, southeastern, mid-western and mid-Atlantic regions of the United States. Shell eggs are sold directly by the Company primarily to national and regional supermarket chains. Cal-Maine also produces specialty eggs such as Eggo land's Best and Farmhouse eggs and operates a dairy facility. SANDERSON FARMS, INC. (NASD:SAFM) Sanderson Farms, Inc. is engaged in the production, processing, marketing and distribution of fresh and frozen chicken and the preparation, processing, marketing and distribution of processed and prepared food items. The Company sells chill pack, ice pack and frozen chicken, both whole and cut-up, primarily under the Sanderson Farms brand name, to retailers, distributors and fast-food operators principally in the southeastern, southwestern and western United States. During the fiscal year ended October 31, 2002, the Company processed approximately 264.7 million chickens, or approximately 1.3 billion dressed pounds. In addition, it purchased and further processed 14.5 million pounds of poultry products. It sells over 200 processed and prepared food items nationally and regionally, primarily to distributors, national foodservice accounts, retailers and club stores. [MORGAN JOSEPH LOGO] PROJECT SPAWN / PRESENTATION TO THE BOARD OF DIRECTORS November 11, 2003 / 45 EX-99.C.5 7 j0476002exv99wcw5.txt PROJECT SPAWN DISCUSSION MATERIALS 11/09/03 Exhibit (c)(5) Discussion Materials for the Board of Directors (MORGAN JOSEPH LOGO) November 9, 2003 PROJECT SPAWN Disclaimer - - The following materials (the "Presentation") were prepared for the Special Committee of the Board of Directors of Sylvan Inc. ("Sylvan" or the "Company") which has requested that Morgan Joseph & Co. Inc. ("Morgan Joseph") provide its opinion as to the fairness, from a financial point of view, to the shareholders of the Company excluding Dennis Zensen, Virgil Jurgensmeyer, Roger Claypoole, Synder Associated Companies, Inc., and SAC Holding Company, of the consideration to be paid by a group formed by Snyder Associated Companies, Inc. and selected others (the "Acquiror') in connection with the proposed acquisition of the Company (the "Proposed Transaction"). - - In arriving at our opinion, we have assumed and relied upon the accuracy and completeness of the financial and other information used by us and have not attempted independently to verify such information, nor do we assume any responsibility to do so. We have assumed that the Company's forecasts and projections provided to or reviewed by us have been reasonably prepared based on the best current estimates and judgment of the Company's management as to the future financial condition and results of operations of the Company. While we have visited certain of the Company's locations, we have not conducted a physical inspection of the properties and facilities of the Company, nor have we made or obtained any independent evaluation or appraisal of the assets or liabilities of the Company. We have also taken into account our assessment of general economic, market and financial conditions and our experience in similar transactions, as well as our experience in securities valuation in general. Our opinion necessarily is based upon economic, market, financial and other conditions as they exist and can be evaluated on the date hereof and we assume no responsibility to update or revise our opinion based upon events or circumstances occurring after the date hereof. We reserve, however, the right to withdraw, revise or modify our opinion based upon additional information which may be provided to or obtained by us, which suggests, in our judgment, a material change in the assumptions (or the bases therefor) upon which our opinion is based. - - These materials are not intended to represent an opinion, but rather to serve as discussion materials for the Board to review and as a basis upon which Morgan Joseph may render an opinion. These materials do not address the Company's underlying business decision to approve the Proposed Transaction or constitute a recommendation to the Company or its shareholders as to any action it should take regarding the Proposed Transaction. These materials may not be reproduced, summarized, excerpted from or otherwise publicly referred to or disclosed in any manner without our prior written consent. - - The following materials are based upon Morgan Joseph's analysis of the Proposed Transaction as of November 7, 2003. In the event of material changes to the terms and conditions of the Proposed Transaction upon which these materials are based, the enclosed analysis and our conclusions may be affected. - - Certain portions of the enclosed analysis are based upon projected financial results. Any projected financial results are based upon analyst forecasts, internal projections and discussions with management of the Company. A number of factors, including industry conditions, changes in costs, labor issues and other factors which are beyond the scope of these projections and out of the control of the Company, the Acquiror and Morgan Joseph may cause actual results to differ materially from these projections. Material changes in the projections may affect the conclusions derived from our analysis. (MORGAN JOSEPH LOGO) PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003 2 Table of Contents 1. INTRODUCTION 2. SUMMARY OF PROPOSED TRANSACTION 3. SUMMARY BACKGROUND OF PROPOSED TRANSACTION 4. OVERVIEW OF THE COMPANY 5. OVERVIEW OF THE ACQUIROR 6. ANALYSIS OF PROPOSED TRANSACTION APPENDIX A. DESCRIPTIONS OF COMPARABLE COMPANIES (MORGAN JOSEPH LOGO) PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003 3 1 / INTRODUCTION (MORGAN JOSEPH LOGO) PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003 4 Introduction - - Morgan Joseph & Co. Inc. ("Morgan Joseph") has been retained by the Special Committee of the Board of Directors of Sylvan Inc. (the "Company") and requested to render its opinion to the Board of Directors of the Company as to the fairness, from a financial point of view, of the consideration to be received by the shareholders of the Company pursuant to the proposed sale to a group formed by Snyder Associated Companies, Inc. (the "Acquiror") of all of the Common Stock of the Company (the "Proposed Transaction"). - - In conducting our analysis and arriving at our opinion, we have reviewed and analyzed, among other things, the following: - The draft Agreement and Plan of Merger dated [November 7, 2003] (the "Agreement"); - The Company's Annual Reports on Form 10-K for each of the fiscal years in the three-year period ended December 31, 2002, and the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003 and June 30, 2003, and September 28, 2003 (draft as of November 6, 2003); - The indications of interest received by the Company; - Certain other publicly available information concerning the Company and the trading markets for the Company's common stock; - Certain internal information and other data relating to the Company, its business and prospects, including forecasts and projections prepared and provided to us by management of the Company; - Certain publicly available information concerning certain other companies engaged in businesses which we believe to be generally comparable to the Company and the trading markets for certain of such other companies' securities; and - The financial terms of certain recent business combinations which we believe to be relevant to the Proposed Transaction. - - We have also interviewed certain senior officers of the Company concerning the business and operations, assets, present condition and prospects of the Company, visited certain of the Company's locations and undertook such other studies, analyses and investigations as we deemed appropriate. (MORGAN JOSEPH LOGO) PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003 5 Introduction - - The Acquiror has proposed to purchase all the outstanding shares of Common Stock, par value $0.001 per share. After the proposed transaction, Sylvan will become a privately held company. - - All shareholders will receive $12.25 in cash for each share of Common Stock held, or $64.2 million in aggregate. Merger consideration of $12.25 per share, plus assumed net debt as of September 28, 2003 of $31.4 million (including minority interest of $2.2 million), implies an enterprise value for the Proposed Transaction of $95.6 million. - - Process: - Sign the definitive merger agreement by November 9, 2003; - File proxy statement with SEC by November 28, 2003; - Receive approval from the SEC and mail proxies to the stockholders by December 26, 2003; - Hold special meeting and stockholder vote by the middle of February; and - Proposed Transaction closes; a subsidiary to be created by the Acquiror merges with and into Sylvan pursuant to a reverse triangular merger by the end of February 2004. (MORGAN JOSEPH LOGO) PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003 6 2 / SUMMARY OF PROPOSED TRANSACTION (MORGAN JOSEPH LOGO) PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003 7 Summary of Proposed Transaction Summary of Key Terms of the Proposed Transaction CONSIDERATION: - $12.25 cash consideration for Sylvan's Common Stock TRANSACTION STRUCTURE: - Reverse triangular merger PRINCIPAL CONDITIONS TO CLOSING: - Approval by the Company's shareholders - Material adverse change out - Fiduciary out in the event of a Superior Proposal (as determined by the Special Committee or the Board) TERMINATION FEE: - $2.0 million plus expense reimbursement of up to $0.5 million NON-COMPETITION: - None ESTIMATED CLOSING: - End of February 2004 OTHER: - In connection with the execution of the definitive agreement, certain shareholders will also execute a voting agreement. The shareholders are Nelson Obus and Warren Lichtenstein. - [Dennis Zensen, CEO of the Company, may contribute all or a portion of his shares in connection with the Proposed Transaction.]

(MORGAN JOSEPH LOGO) PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003 8 3 / SUMMARY BACKGROUND OF PROPOSED TRANSACTION [MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003/9 Summary Background of Proposed Transaction MAY 14, 2002: - Sylvan retains Lane Berry as advisor to the Company and announces plans to explore strategic alternatives MAY - SEPTEMBER 2002: - Lane Berry conducts first marketing process - 14 prospective strategic buyers: 0 bids - 21 prospective financial buyers: 2 bids - American Securities Capital Partners: $10.00 - $11.00/share - Cadigan Investment Partners(1): $12.50 - $13.50/share - Based on 2003E Revenue and EBITDA of $88.9 million and $16.5 million OCTOBER 15, 2002: - Company announces major share repurchase program up to 1.3 million shares and completion of its review of strategic alternatives - 333,321 shares repurchased in 2002 at an average price of $10.60 (310,000 purchased following announcement of program) - No shares purchased in 2003; program suspended APRIL 16, 2003: - Company announces it has received a non-binding proposal from a management-led buyer group at $11.00/share with equity financing provided by the Snyder Associated Companies, Inc. APRIL 23, 2003: - Company forms a Special Committee and retains Morgan Joseph as financial advisor to the Special Committee

- ---------- (1) The Tokarz Group is run by Michael Tokarz who is the Chairman of Cadigan Investment Partners. [MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003/10 Summary Background of Proposed Transaction MAY - JUNE 2003: - Lane Berry and Morgan Joseph conduct second marketing process - 32 prospective strategic buyers: 0 bids - 41 prospective financial buyers: 4 bids - American Securities Capital Partners: $8.00/share - Key Kosmont: $7.00-$9.00/share - Lake Pacific Partners: $11.50/share - The Tokarz Group(1): $10.00/share JUNE 16, 2003: - Management-led group withdraws proposal JULY 21, 2003: - Company signs exclusivity agreement with Lake Pacific Partners AUGUST 28, 2003: - Lake Pacific Partners receives extension of "exclusivity" and revises bid with two-tier offer - $11.50/share for Insiders - $12.00/share for Outsiders OCTOBER 2, 2003: - Lake Pacific Partners notifies Special Committee and financial advisors that the source of $15.0 million of their financing has withdrawn their commitment. OCTOBER 7, 2003: - Lake Pacific Partners exclusivity expires

- ---------- (1) The Tokarz Group is run by Michael Tokarz who is the Chairman of Cadigan Investment Partners. [MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003/11 Summary Background of Proposed Transaction OCTOBER 29, 2003: - The Snyder Associated Companies, Inc. expressed interested in submitting an offer to acquire the Company at a price "higher" than $12.00/share. NOVEMBER 5, 2003: - The Snyder Associated Companies, Inc. orally communicated an offer of $12.25/share to acquire the Company. NOVEMBER 6, 2003: - The counsel to the Special Committee, Davis Polk, submitted a definitive agreement to the Snyder buyout group for comments and to begin formal negotiations. - Lake Pacific Partners re-submits their prior acquisition proposal with evidence of equity and debt financing. Lake Pacific expresses a desire to proceed expeditiously to closing with deadline to consummate a transaction by November 7, 2003. NOVEMBER 9, 2003: - Expected signing of definitive agreement.

[MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003/12 4 / OVERVIEW OF THE COMPANY [MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003/13 Company Summary COMPANY DESCRIPTION The Company is a worldwide producer and distributor of products for the mushroom industry, specializing in spawn (the equivalent of seed for mushrooms) and spawn-related products and services. The Company, which operates through its subsidiaries, is also a grower of fresh mushrooms in the United States. The Company has two business segments: spawn products and fresh mushrooms. Spawn-related products include casing inoculum, nutritional supplements and disease-control agents. The fresh mushrooms segment is comprised of Quincy Farms, a large, regional producer of fresh mushrooms. GENERAL COMPANY INFORMATION MANAGEMENT Dennis Zensen - Chairman, President and CEO Donald Smith - CFO Monir Elzalaki - Director; President of Sylvan America Gregory Verhagen - President of Quincy Farms Gary Walker - President of Sylvan Bioproducts, Inc. BOARD OF DIRECTORS Dennis Zensen (Chairman) William L. Bennett (Monitor Company Group, L.P.) Monir Elzalaki (President of Sylvan America) Jeanine C. Heller (Independent Investor Relations Consultant) Virgil H. Jurgensmeyer (Mid-West Custom Mixing Co.) Nelson Obus (Wynnefield Capital, Inc.) HEADQUARTERS: SAXONBURG, PENNSYLVANIA
SUMMARY FINANCIAL INFORMATION (A) - ------------------------------------------------------------------------- MARKET DATA AS OF 11/06/03 - ------------------------------------------------------------------------- Stock Price $ 10.07 52-Week High $11.95 84.3% 52-Week Low $8.60 117.1% FD Shares Outstanding 5.2 Equity Value 51.9 Enterprise Value ("EV") 83.4 BALANCE SHEET DATA AS OF 9/28/03 (A) - ------------------------------------------------------------------------- Cash and Equivalents $ 6.1 Debt 35.4 Minority Interest 2.2

ESTIMATES (a), (b) - ------------------------------------------------------------------------- $ IN MILLIONS EV MULTIPLE ------------- ----------- FY 2003 Revenue $ 95.9 0.9x FY 2003 EBITDA 13.1 6.4x FY 2004 Revenue $ 96.9 0.9x FY 2004 EBITDA 14.0 6.0x
[MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003/14 Overview of the Company Business Overview - - Successor to the business of a Pennsylvania corporation that was chartered in 1937 - - Worldwide producer and distributor of products for the mushroom industry, specializing in spawn and spawn-related products and services, and is a major grower of fresh mushrooms in the U.S. - - The Company has two reportable business segments: - Spawn Operations - Accounts for 71% of the Company's total sales in 2002 and 79% of its operating income. - Conducts operations through subsidiaries in North America, Europe, Australia and South Africa - Plant operations are conducted in: the United States, England, Ireland, the Netherlands, France, Hungary, Australia, South Africa and Canada - Fresh Mushrooms Operations - Accounts for 29% of the Company's total sales in 2002 and 21% of its operating income - Operates a farm located in Quincy, Florida, one of the most modern and efficient mushroom production operations in North America - Within Quincy operations are four satellite mushroom growing facilities; two commenced operations in mid-2001 and two commenced operations in early 2003 - January 2000, Sylvan began selling all of its mushrooms to a leading U.S. mushroom marketing organization that packages and distributes them throughout the eastern United States [MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003/15 Overview of the Company Business Outlook - - Global "fresh" mushroom market is a mature industry growing at GDP growth rates - - Fresh producers in U.S. continue to struggle with high potential for further consolidation - - Certain international markets unstable and in state of transition/consolidation - French growers benefiting from government subsidies - Growers in Poland taking some market share away from Sylvan - Overall European market mature - - Modest upside potential in bioproducts; however, no "break-out" products near-term - Agaricus Blazei sales up due to Japanese demand for tea product - Red Yeast Rice revenue well above forecast due to strong GNC demand in Q2 - Company pursuing new sales channels for bioproducts (Whole Foods, Wild Oats, Vitamin Shoppes, etc.) - - Company maintaining strong market position with strategic initiatives to increase volume: - JV operations in Mexico - "Satellite" growing opportunities for farmers - - Few catalysts likely to significantly increase overall demand for fresh mushrooms and therefore spawn - - Recent initiatives to lower prices in an effort to increase volume yielded limited success due to competitors following Sylvan - - Limited capital requirements going forward to maintain world-class infrastructure and support projected global demand [MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003/16 Overview of the Company Summary Ownership Profile
TOTAL PERCENTAGE DILUTED PERCENTAGE REPORT DATE HOLDER NAME SHARES HELD (1) OF TOTAL SHARES (6) OF TOTAL - ----------- --------------------------------- --------------- --------- ------------ -------- Insider Holdings 8/21/2003 Nelson Obus - Director 1,069,886 (2) 20.75% 1,080,886 18.18% 8/21/2003 Dennis C Zensen - Chairman, President and CEO 694,128 (3) 13.46% 724,128 12.18% 8/21/2003 Virgil H. Jurgensmeyer - Director 20,000 0.39% 55,000 0.92% 8/21/2003 Monir K. Elzalaki - Director & Pres. of Sylvan America 11,061 0.21% 56,061 0.94% 8/21/2003 William L. Bennett - Director 8,880 (4) 0.17% 24,880 0.42% 8/21/2003 Jeanie Heller - Director 1,000 0.02% 17,000 0.29% 8/21/2003 Donald A. Smith - CFO 0 0.00% 33,668 0.57% 8/21/2003 All Others 48,645 0.94% 241,440 4.06% --------- ------ --------- ------ 1,853,600 35.96% 2,233,063 37.55% 5% Owners 3/31/2003 Steel Partners 537,772 10.43% 537,772 9.04% 537,772 10.43% 537,772 9.04% --------- ------ --------- ------ Other Institutions 6/30/2003 Dimensional Fund Advisors 397,676 7.71% 397,676 6.69% 6/30/2003 Manning & Napier Advisors 199,925 3.88% 199,925 3.36% 6/30/2003 Paradigm Capital Mgmt (cl King & Associates) 170,100 3.30% 170,100 2.86% 6/30/2003 Gabelli Funds Llc 143,000 2.77% 143,000 2.40% 6/30/2003 Fidelity Mgmt & Research Co 142,100 2.76% 142,100 2.39% 6/30/2003 Loeb Arbitrage Management Inc. 115,110 2.23% 115,110 1.94% --------- ------ --------- ------ 1,167,911 22.66% 1,167,911 19.64% Total Holders Identified 3,559,283 69.04% 3,938,746 66.23% ========= ====== ========= ====== Retail Holdings & Other Institutions 1,595,848 30.96% 2,007,925 33.77% Total Shares Outstanding (5) 5,155,131 100.00% 5,946,671 100.00% ========= ====== ========= ======
- ---------- (1) Based on Computershare Analytics and Company filings. (2) Mr. Obus is President of Wynnefield Capital, Inc. and a member of Wynnefield Capital Management. (3) Owned by Mr. and Mrs. Zensen as joint tenants. (4) Includes 2,000 shares held in Mr. Bennett's 401(k) account and 880 shares held by trusts for the benefit of his children. (5) Share count from draft 10-Q for the quarter ended Sept. 28, 2003. (6) Includes 791,540 options from 12/31/02 10-K. [MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003/17 [LINE GRAPH DEPICTING PRICE AND VOLUME] [MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003/18 Volume Traded SYLVAN INC. VOLUME WEIGHTED AVERAGE PRICE OF SHARES TRADED FROM 11/6/01 TO PRESENT
CUMULATIVE ------------------------------------------------- DAYS % OF TOTAL % OF TOTAL DAYS % OF TOTAL % OF TOTAL TRADING DAILY AVG. DAYS TRADING TRADING DAILY AVG. DAYS TRADING TRADING RANGE IN RANGE TRADED VOLUME VOLUME IN RANGE TRADED VOLUME VOLUME - ------------------------------------------------------------------------------------------------------------------------------- $9.00 - $9.25 7 1.3% 14,400 0.3% 7 1.3% 14,400 0.3% $9.25 - $9.50 1 0.2% 7,000 0.1% 8 1.5% 21,400 0.4% $9.50 - $9.75 10 1.9% 27,400 0.6% 18 3.4% 48,800 1.0% $9.75 - $10.00 32 6.1% 175,914 3.7% 50 9.6% 224,714 4.7% $10.00 - $10.25 61 11.7% 415,870 8.7% 111 21.2% 640,584 13.4% $10.25 - $10.50 65 12.4% 214,994 4.5% 176 33.7% 855,578 17.9% $10.50 - $10.75 32 6.1% 286,568 6.0% 208 39.8% 1,142,146 23.9% $10.75 - $11.00 29 5.5% 344,400 7.2% 237 45.3% 1,486,546 31.1% $11.00 - $11.25 59 11.3% 1,378,600 28.9% 296 56.6% 2,865,146 60.0% $11.25 - $11.50 67 12.8% 176,700 3.7% 363 69.4% 3,041,846 63.7% $11.50 - $11.75 40 7.6% 503,100 10.5% 403 77.1% 3,544,946 74.2% $11.75 - $12.00 30 5.7% 347,400 7.3% 433 82.8% 3,892,346 81.5% $12.00 - $12.25 7 1.3% 124,100 2.6% 440 84.1% 4,016,446 84.1% - ------------------------------------------------------------------------------------------------------------------------------- $12.25 - $12.50 13 2.5% 219,900 4.6% 453 86.6% 4,236,346 88.7% $12.50 - $12.75 49 9.4% 282,700 5.9% 502 96.0% 4,519,046 94.6% $12.75 - $13.00 14 2.7% 190,800 4.0% 516 98.7% 4,709,846 98.6% $13.00 - $13.25 6 1.1% 51,600 1.1% 522 99.8% 4,761,446 99.7% $13.25 - $13.50 1 0.2% 13,200 0.3% 523 100.0% 4,774,646 100.0% -------------------------------------------------------- TOTAL: 523 100% 4,774,646 100%
[MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003/19 Recent Quarter Earnings Announcement
NINE MONTHS ENDED ($ IN MILLIONS) --------------------------------- 3Q03 3Q02 VARIANCE ----- ----- -------- Revenue $ 69.8 $ 64.6 $ 5.2 Cost of Sales 44.0 38.2 5.7 ------ ------ ------ Gross Profit 25.8 26.3 (0.5) SG&A 16.5 15.6 0.9 EBITDA 9.4 10.8 (1.4) Depreciation and Amortization 4.8 4.4 0.4 ------ ------ ------ EBIT 4.5 6.3 (1.8) Other Income 0.1 0.1 0.1 Interest Expense, Net 1.2 1.4 (0.1) ------ ------ ------ EBT 3.4 5.0 (1.7) Income Tax Expense 1.1 1.7 (0.5) Minority Interest 0.1 0.1 0.1 ------ ------ ------ Net Income from Continuing Operations $ 2.1 $ 3.3 $ (1.2) ====== ====== ====== Earnings Per Share from Continuing Operations $ 0.41 $ 0.60 $(0.19) Fully-Diluted Shares Outstanding 5.2 5.5
3Q03 VS. 3Q02 - - Consolidated operating income for the nine-months ended September 28, 2003 decreased 29%, when compared to the corresponding 2002 period, reflecting a 14% decrease in operating income from the Spawn Products Segment, a 1% increase in operating income from the Fresh Mushrooms Segment and a 23% increase in unallocated corporate expenses. - - The increase in corporate expenses during the 2003 nine-month period was related to the recording of a net periodic pension expense of $502,000. - - Net sales of spawn and spawn-related products increased 4% due to a weaker U.S. dollar on overseas sales that was partially offset by a 6% decrease in spawn product sales volume. - - Net sales of fresh mushrooms increased during the first nine months of 2003 to $21.9 million, as compared with $18.8 million for the corresponding period of 2002, reflecting a 7% increase in the number of pounds sold and a 1% increase in the average selling price per pound. - - Operating income of the fresh mushrooms segment for the first nine-months of 2003 was $2.0 million, which is 1% higher than the amount reported for the first nine months of 2002. Source: Company Press Release. [MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003/20 Overview of the Company Summary Income Statement
FISCAL YEAR ENDED DECEMBER, (1), (2) -------------------------------------- LTM ENDED 2001 2002 2003E (2) 9/28/2003 (2) ---- ---- --------- ------------- Net sales $ 85,911 $ 88,192 $95,857 $93,401 Operating costs and expenses Cost of sales 49,818 52,109 61,344 57,835 Selling and administration 17,806 19,216 20,472 20,115 Research and development 1,721 1,965 1,244 1,965 Depreciation and amortization 5,575 5,842 6,268 6,234 -------- -------- ------- ------- 74,920 79,132 89,328 86,149 -------- -------- ------- ------- Operating income 10,991 9,060 6,529 7,252 Interest expense, net 2,532 1,865 1,524 1,723 Other income (expense) (19) (3) -- 57 -------- -------- ------- ------- Income before income taxes 8,440 7,192 5,005 5,586 Income taxes 2,490 2,406 1,656 1,884 -------- -------- ------- ------- Income before minority interest 5,950 4,786 3,349 3,703 Minority interest 121 117 184 203 -------- -------- ------- ------- Net income $ 5,829 $ 4,669 $ 3,165 $ 3,500 ======== ======== ======= ======= Earnings per share $ 1.05 $ 0.86 $ 0.59 $ 0.65 Diluted WASO 5,552 5,455 5,370 5,370 EBITDA (4) $ 17,200 $ 14,876 $13,080 $13,486 Maintenance Cap Ex $ 4,100 $ 3,400 $ 3,850 $ 3,100 Expansionary Cap Ex 4,644 2,744 -- 2,876 -------- -------- ------- ------- Total Cap Ex $ 8,744 $ 6,144 $ 3,850 $ 5,976 Revenue growth 0.0% 2.7% 8.7% n/a EBITDA margin 20.0% 16.9% 13.6% 14.4% Operating income margin 12.8% 10.3% 6.8% 7.8% Income before income taxes margin 9.8% 8.2% 5.2% 6.0% Net income margin 6.8% 5.3% 3.3% 3.7% Effective tax rate 29.5% 33.5% 33.1% 33.7%

PROJECTED FISCAL YEAR ENDING DECEMBER, (1), (2), (3) ------------------------------------------------------------------- 2004 2005 2006 2007 2008 ---- ---- ---- ---- ---- Net sales $96,852 $97,670 $100,600 $103,618 $ 106,727 Operating costs and expenses Cost of sales 61,461 61,795 61,869 62,171 64,036 Selling and administration 20,388 20,495 21,020 21,624 22,245 Research and development 1,250 1,250 1,308 1,347 1,387 Depreciation and amortization 6,323 5,996 5,726 5,510 5,340 ------- ------- -------- -------- --------- 89,422 89,536 89,923 90,652 93,008 ------- ------- -------- -------- --------- Operating income 7,430 8,134 10,677 12,966 13,719 Interest expense, net 1,385 1,015 620 170 (335) Other income (expense) -- -- -- -- -- ------- ------- -------- -------- --------- Income before income taxes 6,045 7,119 10,057 12,796 14,054 Income taxes 2,116 2,492 3,520 4,479 4,919 ------- ------- -------- -------- --------- Income before minority interest 3,929 4,627 6,537 8,317 9,135 Minority interest 117 117 117 117 117 ------- ------- -------- -------- --------- Net income $ 3,812 $ 4,510 $ 6,420 $ 8,200 $ 9,018 ======= ======= ======== ======== ========= Earnings per share $ 0.71 $ 0.84 $ 1.20 $ 1.53 $ 1.68 Diluted WASO 5,370 5,370 5,370 5,370 5,370 EBITDA (4) $13,953 $14,130 $ 16,603 $ 18,676 $ 19,259 Maintenance Cap Ex $ 3,850 $ 3,850 $ 3,850 $ 3,850 $ 3,850 Expansionary Cap Ex -- -- -- -- -- ------- ------- -------- -------- --------- Total Cap Ex $ 3,850 $ 3,850 $ 3,850 $ 3,850 $ 3,850 Revenue growth 1.0% 0.8% 3.0% 3.0% 3.0% EBITDA margin 14.4% 14.5% 16.5% 18.0% 18.0% Operating income margin 7.7% 8.3% 10.6% 12.5% 12.9% Income before income taxes margin 6.2% 7.3% 10.0% 12.3% 13.2% Net income margin 3.9% 4.6% 6.4% 7.9% 8.4% Effective tax rate 35.0% 35.0% 35.0% 35.0% 35.0%
- ---------- (1) The Company maintains its accounting records on a 52-53 week fiscal year ending the Sunday nearest December 31. All of the above fiscal years are 52 weeks. (2) Excludes non-recurring expenses. (3) Based upon management estimates dated September 23, 2003. Includes public company expenses. Assumes an Euro to U.S. Dollar exchange rate of 1.09 and a normalized tax rate of 35%. (4) EBITDA = operating income plus depreciation and amortization. 2001-2002 EBITDA includes amortization embedded in other line items. [MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003 / 21 Overview of the Company Balance Sheet
DEC. 31, DEC. 30, DEC. 29, JUN. 29, SEPT. 28, 2000 2001 2002 2003 2003 --------- --------- --------- -------- -------- ASSETS: Current assets: Cash and cash equivalents $ 5,371 $ 5,072 $ 5,624 $ 4,504 $ 6,118 Trade accounts receivable 12,740 13,133 14,399 14,709 15,095 Inventories 10,398 10,119 11,425 12,831 12,010 Prepaid income taxes and other expenses 1,420 1,437 1,495 2,066 2,181 Other current assets 1,634 4,206 1,494 1,472 1,731 --------- --------- --------- -------- -------- Total current assets 31,563 33,967 34,437 35,582 37,135 Property, plant and equipment: Land and improvements 3,693 3,711 3,987 n/a n/a Buildings 35,540 38,021 43,699 n/a n/a Equipment 48,072 51,014 56,895 n/a n/a --------- --------- --------- -------- -------- Total property, plant and equipment 87,305 92,746 104,581 n/a n/a Less: accumulated depreciation (34,769) (38,470) (45,794) n/a n/a --------- --------- --------- -------- -------- Total property, plant and equipment, net 52,536 54,276 58,787 60,132 59,640 Intangible assets 11,899 11,036 12,321 13,104 13,197 Other assets 9,776 7,811 1,261 1,066 1,187 --------- --------- --------- -------- -------- TOTAL ASSETS $ 105,774 $ 107,090 $ 106,806 $109,884 $111,159 ========= ========= ========= ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY: Current liabilities: Current portion of long-term debt $ 192 $ 2,430 $ 223 $ 163 $ 122 Accounts payable - trade 4,108 3,833 3,895 4,138 3,835 Accrued salaries, wages and employee benefits 2,653 2,635 2,771 2,580 2,956 Other accrued liabilities 896 905 1,413 1,794 2,099 Income taxes payable 690 942 1,545 1,202 1,344 --------- --------- --------- -------- -------- Total current liabilities 8,539 10,745 9,847 9,877 10,356 Long-term and revolving-term debt 39,871 37,255 38,162 36,140 35,260 Other long-term liabilities: Other employee benefits 1,056 1,362 9,538 9,770 9,811 Other 5,215 5,162 256 289 324 --------- --------- --------- -------- -------- Total other long-term liabilities 6,271 6,524 9,794 10,059 10,135 Minority interest 1,559 1,680 1,741 2,122 2,176 Total shareholders' equity 49,534 50,886 47,262 51,686 53,232 --------- --------- --------- -------- -------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 105,774 $ 107,090 $ 106,806 $109,884 $111,159 ========= ========= ========= ======== ========
[MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003 / 22 5 / OVERVIEW OF THE ACQUIROR [MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003/23 Overview of the Acquiror - - The Acquiror has been actively acquiring companies in a variety of industries since 1941 and currently maintains eleven separate operating segments that employ more than 450 people. - - The Acquiror was formally founded in 1975 in Kittening, Pennsylvania to provide management services for all Snyder subsidiaries. - - The Acquirer's subsidiaries operate in a broad range of businesses, including construction, mining, industrial equipment, energy, and agriculture. - - The Acquiror is partnered with Creekside Mushrooms, Ltd., which is the world's largest underground mushroom farm and owner of Moonlight(R) Brand mushrooms. - - Founders include: - Charles H. Snyder Sr. - Chairman of Snyder Associated Companies, Inc. - 1941 - PRESENT C.H. Snyder Co. Inc. - 1974 - PRESENT Bauer Company Inc. - Elmer A. Snyder [MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003/24 6 / ANALYSIS OF PROPOSED/TRANSACTION [MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003/25 Analysis of Proposed Transaction Summary Transaction Multiples CALCULATION OF TRANSACTION VALUE Offer Price $12.25 Sylvan Diluted Shares Outstanding (1) 5.2 Equity Value $ 64.2 Net Debt (2) 31.4 ------ Enterprise Value $ 95.6 ======

IMPLIED TRANSACTION MULTIPLES
SYLVAN EV ESTIMATES MULTIPLE --------- -------- LTM 9/28/03 Revenue $ 93.4 1.0x EBITDA 13.5 7.1x FY 2003 ESTIMATE Revenue $ 95.9 1.0x EBITDA 13.1 7.3x FY 2004 ESTIMATE Revenue $ 96.9 1.0x EBITDA 14.0 6.9x
(1) Fully diluted shares outstanding based on the treasury stock method. (2) Includes minority interest of $2.2 million. [MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003/26 Analysis of Proposed Transaction Historical Stock Trading Analysis OFFER PRICE PREMIUM ANALYSIS RELATIVE TO HISTORY AS OF NOVEMBER 6, 2003 Offer Price: $12.25 125% April 15, 2003 (1) $9.82 107% of May 13, 2002 (2) 11.44 142% of 52 Week Low Trading - March 19, 2003 8.60 103% of 52 Week High Trading - September 24, 2002 11.95 106% of Twelve-Month Average Closing Price 11.52 111% of Six-Month Average Closing Price 11.02 123% of One-Month Average Closing Price 9.99 65% of All Time Trading High - June 17, 1998 18.75 75% of Five-Year High - December 28, 1998 16.37

(1) Day prior to announcement of Sylvan management group buyout proposal. (2) Day prior to press release indicating Sylvan's exploration of strategic alternatives. [MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003/27 Analysis of Proposed Transaction Valuation Summary
($ IN MILLIONS) IMPLIED ENTERPRISE VALUE -------------------------------------------------------------- 25TH 75TH VALUATION METHODOLOGY LOW PERCENTILE MEDIAN PERCENTILE HIGH - --------------------- --- ---------- ------ ---------- ---- COMPARABLE COMPANIES $ 64.1 $ 69.9 $ 75.8 $ 89.4 $103.0 COMPARABLE TRANSACTIONS 84.9 85.2 85.6 95.7 105.9 DISCOUNTED CASH FLOW 79.0 84.4 89.8 95.7 101.6 LEVERAGED BUY-OUT 76.2 n/m n/m n/m 88.6 PROPOSED TRANSACTION $ 95.6

IMPLIED EQUITY VALUE PER SHARE --------------------------------------------------------------- 25TH 75TH VALUATION METHODOLOGY LOW PERCENTILE MEDIAN PERCENTILE HIGH - --------------------- --- ---------- ------ ---------- ---- COMPARABLE COMPANIES $ 6.33 $ 7.47 $ 8.60 $11.24 $13.88 COMPARABLE TRANSACTIONS 10.79 10.86 10.93 12.89 14.86 DISCOUNTED CASH FLOW 9.23 10.28 11.33 12.47 13.60 LEVERAGED BUY-OUT 8.69 n/m n/m n/m 11.03 PROPOSED TRANSACTION $12.25
[MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003/28 Analysis of Proposed Transaction Valuation Summary - - The valuation ranges implied by the techniques employed are summarized below, based on the following: - LBO ANALYSIS - High and low values represent 20% and 30% IRRs - DCF ANALYSIS - Based on discount rates and EBITDA exit multiples of 12% - 14% and 5.0x - 6.5x - COMPARABLE TRANSACTION ANALYSIS (1) - Based on 2003E EBITDA and multiples of 6.5x - 8.1x - PUBLICLY-TRADED COMPARABLE COMPANY ANALYSIS (2) - Based on 2003E EBITDA and multiples of 4.9x - 7.9x (BAR CHART) (BAR CHART) - ---------- (1) Based on best comparable transactions including: Savia acquiring Seminis, Inc., Investor Group acquiring Dole, Cal-Maine Foods acquiring Smith Farms, and Investor Group acquiring Maui Land & Pineapple. (2) Based on best comparable companies including: BG, CQB, FDP and HORT. [MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003/29 Analysis of Proposed Transaction Comparable Companies Analysis
RANGE OF VALUATION MULTIPLES IMPLIED BY COMPARABLE PUBLIC COMPANIES ANALYSIS 2003E ------------------------------------------------------------ OPERATING 25TH 75TH DATA LOW PRTL MEDIAN PRTL HIGH - ------------------------------------------------------------------------------------------------------------------------------- ENTERPRISE VALUE TO LTM: ALL COMPARABLES: EBITDA 4.0 x 5.1 x 6.2 x 9.1 x 12.0 x BEST COMPARABLES: EBITDA 4.9 x 5.3 x 5.8 x 6.8 x 7.9 x

($ IN MILLIONS) -------------------------------------------------------------- IMPLIED ENTERPRISE VALUE BASED ON BEST COMPARABLES: EBITDA $13.1 $64.1 $ 69.9 $ 75.8 $ 89.4 $103.0 PROPOSED TRANSACTION ENTERPRISE VALUE $ 95.6 IMPLIED EQUITY VALUE BASED ON BEST COMPARABLES: EBITDA $13.1 $6.33 $ 7.47 $ 8.60 $ 11.24 $13.88 PROPOSED TRANSACTION EQUITY VALUE/SHARE $ 12.25
[MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003/30 Analysis of Proposed Transaction Comparable Companies Analysis CAPITALIZATION & OPERATING DATA: (1) ($ millions, except per share data)
MARKET CAPITALIZATION (2) ------------------------- % OF EQUITY LTM OPERATING RESULTS TICKER PRICE 52-WK MKT ENTERPRISE ------------------------------------------ COMPANY SYMBOL 11/6/03 HIGH CAP VALUE SALES EBITDA (3) EBIT NET INC - ------- ------ ------- ------ ------- ---------- -------- ---------- ------ -------- SYLVAN INC. (5) SYLN $10.07 84.3% $ 51.9 $ 83.4 $ 93.4 $ 13.5 $ 7.3 $ 3.5 GRAIN HANDLING & PROCESSING Archer-Daniels-Midland Co. ADM 14.35 99.3% 9,288.2 13,161.3 30,708.0 1,423.1 779.4 460.0 Bunge Limited BG 26.53 85.2% 2,660.7 5,853.7 18,397.0 1,093.0 912.0 373.0 FRUITS & VEGETABLES Chiquita Brands Int'l, Inc. CQB 20.01 100.9% 826.4 1,134.0 2,858.5 144.0 97.0 (63.4) Fresh Del Monte Produce Inc. FDP 26.00 87.5% 1,489.5 1,459.6 2,395.5 298.0 234.9 246.3 Northland Cranberries, Inc. NRCNA 0.50 46.7% 49.2 86.9 92.2 11.1 7.4 8.9 AG INPUTS Delta and Pine Land Co. DLP 24.03 94.3% 965.0 854.1 284.4 71.3 63.8 32.7 Hines Horticulture, Inc. HORT 4.10 91.7% 90.8 326.5 332.1 52.4 43.5 18.9 PROTEIN Cal-Maine Foods, Inc. CALM 11.00 100.0% 133.8 229.7 419.6 56.8 40.2 21.6 Sanderson Farms, Inc. SAFM 34.90 98.0% 467.6 486.7 818.6 87.2 62.6 33.0 High 100.9% 9,288.2 13,161.3 30,708.0 1,423.1 912.0 460.0 Median 94.3% 826.4 854.1 818.6 87.2 63.8 32.7 Mean 89.3% 1,774.6 2,621.4 6,256.2 359.6 249.0 125.7 Low 46.7% 49.2 86.9 92.2 11.1 7.4 (63.4)

LTM MARGINS 3 FISCAL YR. CAGR (4) -------------------------- ---------------------------- COMPANY EBITDA EBIT NET INC SALES EBITDA NET INC - ------- ------ ---- ------- ----- ------ ------- SYLVAN INC. (5) 14.4% 7.8% 3.7% 5.6% (13.1%) (30.8%) GRAIN HANDLING & PROCESSING Archer-Daniels-Midland Co. 4.6% 2.5% 1.5% 25.5% 5.7% 9.6% Bunge Limited 5.9% 5.0% 2.0% 20.7% 36.0% 128.3% FRUITS & VEGETABLES Chiquita Brands Int'l, Inc. 5.0% 3.4% N/M 2.5% (5.9%) N/A Fresh Del Monte Produce Inc. 12.4% 9.8% 10.3% 6.0% 45.2% 153.7% Northland Cranberries, Inc. 12.1% 8.0% 9.7% (30.0%) N/A N/A AG INPUTS Delta and Pine Land Co. 25.1% 22.4% 11.5% (7.5%) 0.9% (3.4%) Hines Horticulture, Inc. 15.8% 13.1% 5.7% 5.2% (4.7%) (17.5%) PROTEIN Cal-Maine Foods, Inc. 13.5% 9.6% 5.2% 4.0% 12.0% 43.5% Sanderson Farms, Inc. 10.6% 7.7% 4.0% 10.8% 60.5% N/A High 25.1% 22.4% 11.5% 5.5% 60.5% 153.7% Median 12.1% 8.0% 5.4% 5.2% 8.9% 26.5% Mean 11.7% 9.0% 6.2% 4.1% 18.7% 52.3% Low 4.6% 2.5% 1.5% (30.0%) (5.9%) (17.5%)
- ---------- (1) Excludes non-recurring and extraordinary items. (2) Fully-diluted using the treasury-stock method. (3) EBITDA = income from operations plus the sum of depreciation, amortization and non-cash stock option compensation. (4) Historical results have not been adjusted to reflect the discontinuation of goodwill amortization. (5) Sylvan is shown for illustrative purposes only and is not included in high, median, mean and low calculations. (6) Earnings estimates are from First Call, where available, and calendarized, where appropriate. (7) Growth rates are from Bloomberg, where available. (8) ROIC = EBITDA divided by the sum of total equity and total debt. (9) Best comparables include BG, CQB, FDP and HORT. [MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003/31 Analysis of Proposed Transaction Comparable Companies Analysis VALUATION & LEVERAGE STATISTICS: ($ millions, except per share data)
EQUITY MKT CAP / ENTERPRISE VALUE / LTM ------------------- EPS Estimates (6) Projected P/E ----------------------- NET BOOK ---------------- --------------- COMPANY SALES EBITDA EBIT INCOME VALUE 2003 2004 2003 2004 - ------- ----- ------ ---- ------ ----- ---- ---- ---- ---- SYLVAN INC. (5) 0.9 X 6.2 X 11.5 X 14.8 X 1.0 X N/A N/A N/A N/A GRAIN HANDLING & PROCESSING Archer-Daniels-Midland Co. 0.4 x 9.2 x 16.9 x 20.2 x 1.3 x 0.77 0.96 18.7 x 14.9 x Bunge Limited 0.3 x 5.4 x 6.4 x 7.1 x 1.3 x 2.54 2.85 10.4 x 9.3 x FRUITS & VEGETABLES Chiquita Brands Int'l, Inc. 0.4 x 7.9 x 11.7 x N/M 1.1 x 1.91 2.68 10.5 x 7.5 x Fresh Del Monte Produce Inc. 0.6 x 4.9 x 6.2 x 6.0 x 1.6 x 3.78 3.86 6.9 x 6.7 x Northland Cranberries, Inc. 0.9 x 7.8 x 11.8 x 5.5 x 1.2 x N/A N/A N/A N/A AG INPUTS Delta and Pine Land Co. 3.0 x 12.0 x 13.4 x 29.5 x 4.2 x 1.05 1.29 23.0 x 18.6 x Hines Horticulture, Inc. 1.0 x 6.2 x 7.5 x 4.8 x 1.6 x N/A N/A N/A N/A PROTEIN Cal-Maine Foods, Inc. 0.5 x 4.0 x 5.7 x 6.2 x 1.8 x N/A N/A N/A N/A Sanderson Farms, Inc. 0.6 x 5.6 x 7.8 x 14.2 x 2.8 x N/A N/A N/A N/A ALL COMPARABLES High 3.0 x 12.0 x 16.9 x 29.5 x 4.2 x 3.78 3.86 23.0 x 18.6 x Median 0.6 x 6.2 x 7.8 x 6.7 x 1.6 x 1.91 2.68 10.5 x 9.3 x Mean 0.9 x 7.0 x 9.7 x 11.7 x 1.9 x 2.01 2.33 13.9 x 11.4 x Low 0.3 x 4.0 x 5.7 x 4.8 x 1.1 x 0.77 0.96 6.9 x 6.7 x BEST COMPARABLES (9) High 1.0 x 7.9 x 11.7 x 7.1 x 1.6 x 3.78 3.86 10.5 x 9.3 x Median 0.5 x 5.8 x 7.0 x 6.0 x 1.4 x 2.54 2.85 10.4 x 7.5 x Mean 0.6 x 6.1 x 8.0 x 6.0 x 1.4 x 2.74 3.13 9.3 x 7.8 x Low 0.3 x 4.9 x 6.2 x 4.8 x 1.1 x 1.91 2.68 6.9 x 6.7 x

LEVERAGE STATISTICS ------------------------------------- 2004 P/E / DEBT / 5 YR. EPS EBITDA / DEBT / EQUITY MKT COMPANY GROWTH (7) ROIC (8) INTEREST EBITDA CAP - ------- ---------- -------- -------- ------ ---------- SYLVAN INC. (5) N/A 15.2% 7.8 X 2.6 X 68.2% GRAIN HANDLING & PROCESSING Archer-Daniels-Midland Co. 177.6% 11.6% 6.0 x 3.6 x 55.8% Bunge Limited 101.4% 21.0% 42.0 x 2.8 x 116.3% FRUITS & VEGETABLES Chiquita Brands Int'l, Inc. 62.2% 11.9% 2.9 x 3.3 x 58.3% Fresh Del Monte Produce Inc. 89.8% 30.1% 32.4 x 0.2 x 3.2% Northland Cranberries, Inc. N/A 12.8% 5.7 x 4.0 x 91.5% AG INPUTS Delta and Pine Land Co. 195.6% 30.6% N/A 0.0 x 0.2% Hines Horticulture, Inc. N/A 17.9% 2.0 x 4.5 x 260.3% PROTEIN Cal-Maine Foods, Inc. N/A 31.6% 7.3 x 1.9 x 79.4% Sanderson Farms, Inc. N/A 41.5% 32.8 x 0.5 x 8.8% ALL COMPARABLES High 195.6% 41.5% 42.0 x 4.5 x 260.3% Median 101.4% 21.0% 6.6 x 2.8 x 58.3% Mean 125.3% 23.2% 16.4 x 2.3 x 74.9% Low 62.2% 11.6% 2.0 x 0.0 x 0.2% BEST COMPARABLES (9) High 101.4% 30.1% 42.0 x 4.5 x 260.3% Median 89.8% 19.5% 17.7 x 3.1 x 87.3% Mean 84.5% 20.2% 19.9 x 2.7 x 109.6% Low 62.2% 11.9% 2.0 x 0.2 x 3.2%
- ---------- (1) Excludes non-recurring and extraordinary items. (2) Fully-diluted using the treasury-stock method. (3) EBITDA = income from operations plus the sum of depreciation, amortization and non-cash stock option compensation. (4) Historical results have not been adjusted to reflect the discontinuation of goodwill amortization. (5) Sylvan is shown for illustrative purposes only and is not included in high, median, mean and low calculations. (6) Earnings estimates are from First Call, where available, and calendarized, where appropriate. (7) Growth rates are from Bloomberg, where available. (8) ROIC = EBITDA divided by the sum of total equity and total debt. (9) Best comparables include BG, CQB, FDP and HORT. [MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003/32 ANALYSIS OF PROPOSED TRANSACTION Comparable Transactions Analysis
RANGE OF VALUATION MULTIPLES IMPLIED BY COMPARABLE TRANSACTIONS ANALYSIS 2003E ---------------------------------------------------- OPERATING 25TH 75TH DATA LOW PRTL MEDIAN PRTL HIGH ---- --- ---- ------ ---- ---- ENTERPRISE VALUE TO LTM: ENTIRE GROUP: EBITDA 5.9 x 7.0 x 8.1 x 15.6 x 23.1 x BEST COMPARABLES: EBITDA 6.5 x 6.5 x 6.5 x 7.3 x 8.1 x IMPLIED ENTERPRISE VALUE: ($ IN MILLIONS) ------------------------------------------------------- EBITDA $ 13.1 $ 84.9 $ 85.2 $ 85.6 $ 95.7 $ 105.9 PROPOSED TRANSACTION ENTERPRISE VALUE $ 95.6 IMPLIED EQUITY VALUE PER SHARE: EBITDA $ 13.1 $ 10.79 $ 10.86 $ 10.93 $ 12.89 $ 14.86 PROPOSED TRANSACTION EQUITY VALUE PER SHARE $ 12.25
[MORGAN JOSEPH LOGO] PROJECT SPAWN PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003/33 ANALYSIS OF PROPOSED TRANSACTION Comparable Transactions Analysis
($ in millions) ENTERPRISE VALUE MULTIPLES: ANNOUNCEMENT DATE ACQUIROR EQUITY --------------------------- CLOSING DATE TARGET EQUITY ENTERPRISE PREMIUM VALUE TO: LTM LTM LTM CONSIDERATION TARGET BUSINESS VALUE VALUE PAID LTM NI REVENUE EBITDA EBIT - ------------- --------------- ----- ----- ---- ------ ------- ------ ---- 8/29/2003 Venture Group n/a n/a n/a n/a n/a n/a n/a 8/29/2003 Packers of Indian River Ltd. (Chiquita Brands International Inc.) Cash Producer and wholesaler of fresh and processed citrus products 8/18/2003 Tyson Foods Inc. 74.0 74.0 n/a 0.3 x n/a n/a n/a Pending Choctaw Maid Farms Inc. n/a Producer and manufacturer of wholesale poultry products 8/18/2003 BC Natural Foods LLC n/a n/a n/a n/a n/a n/a n/a 8/18/2003 Penn Valley Farms n/a Owner and operator of poultry farms 6/9/2003 Pilgrims Pride Corp 302.7 597.3 n/a n/a 0.3 x 23.1 x n/a Pending ConAgra Foods Inc-Chicken Business Cash/Stock/Sub. Notes Producer of meat, eggs, and cooking oil 2/4/2003 Riviana Foods Inc. 25.3 25.3 n/a n/a 0.7 x n/a n/a 2/10/2003 ACH Rice Specialties Business (Associated British Foods Plc) Cash Producer and marketer of rice products 12/13/2002 Savia, S.A. de C.V. 384.4 650.0 50.6% 126.0 x 1.4 x 8.1 x 13.3 x 9/30/2003 Seminis, Inc. Cash Producer and marketer of fruit and vegetable seeds 9/22/2002 Investor Group 2,017.8 2,500.0 36.8% 13.1 x 0.6 x 6.6 x 9.1 x 3/31/2003 Dole Food Co., Inc. Cash Producer and marketer of fresh fruit and vegetables 8/17/2001 Nippon Suisan 175.0 175.0 n/a n/a 0.7 x 8.8 x n/a 10/2/2001 Gorton's & Bluewater Seafoods Cash Producers of frozen seafood 1/23/2001 Hormel Foods Corp 334.4 334.4 n/a 16.0 x 1.0 x n/a 10.0 x 2/26/2001 The Turkey Store Co. (d/b/a Jerome Foods, Inc.) Cash Producer of poultry, food products 9/27/2000 Pilgrim's Pride Corp. 234.5 280.0 105.4% 65.2 x 0.3 x 10.2 x 31.2 x 1/28/2001 WLR Foods, Inc. Cash Producer of poultry products
[MORGAN JOSEPH LOGO] PROJECT SPAWN PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003/34 ANALYSIS OF PROPOSED TRANSACTION Comparable Transactions Analysis
ENTERPRISE VALUE MULTIPLES: ANNOUNCEMENT DATE ACQUIROR EQUITY --------------------------- CLOSING DATE TARGET EQUITY ENTERPRISE PREMIUM VALUE TO: LTM LTM LTM CONSIDERATION TARGET BUSINESS VALUE VALUE PAID LTM NI REVENUE EBITDA EBIT - ------------- --------------- ----- ----- ---- ------ ------- ------ ---- 8/9/2000 Lesaffre et Compagnie $ 113.0 $ 113.0 n/a n/a 0.9 x n/a n/a 2/26/2001 Red Star Yeast and Products (Sensient Technologies Corp.) Cash Supplier of yeast to commercial bakery 12/20/1999 Money's Mushrooms Ltd. 50.0 50.0 n/a n/a 0.4 x n/a n/a 2/1/2000 Fresh Mushrooms Business (Vlasic Foods Int'l Inc.) Cash Producer of fresh mushrooms 12/6/1999 ConAgra, Inc. 360.0 376.0 n/a n/a 0.8 x n/a 11.1 x 1/3/2000 Seaboard Farms (Seaboard Corp.) Cash Producer of poultry products 9/15/1999 Cal-Maine Foods, Inc. 36.2 36.2 n/a 13.4 x 0.7 x 6.5 x 9.1 x 9/30/1999 Smith Farms, Inc. Cash Owns and operates egg farms 7/15/1999 Reservoir Capital Group LLC 72.2 153.8 8.7% 36.8 x 1.2 x 10.0 x 21.7 x 11/2/1999 Orange-co., Inc. Cash Producer of citrus fruit, juices 7/2/1999 Investor Group 95.2 119.6 (12.8%) 18.0 x 0.8 x 6.5 x 11.7 x 9/7/1999 Maui Land & Pineapple Co., Inc. n/a Producer of pineapples 5/14/1999 Pictsweet LLC 23.8 72.6 36.6% 39.3 x 0.4 x 5.9 x 13.9 x 9/23/1999 United Foods, Inc. Cash Producer and marketer of frozen fruits, vegetables Summary Multiples: Median 36.7% 18.0 x 0.7 x 8.1 x 11.7 x Mean 37.6% 36.4 x 0.7 x 9.5 x 14.6 x Low (12.8%) 0.3 x 0.3 x 5.9 x 9.1 x High 105.4% 126.0 x 1.4 x 23.1 x 31.2 x ----- ----- --- ---- ---- Summary Best Comparable Multiples (1): Median 36.8% 15.7 x 0.7 x 6.5 x 10.4 x Mean 24.9% 42.6 x 0.9 x 6.9 x 10.8 x Low -12.8% 13.1 x 0.6 x 6.5 x 9.1 x High 50.6% 126.0 x 1.4 x 8.1 x 13.3 x ----- ----- --- ---- ----
- ------------- Source: Thomson Financial, SEC filings and company press releases. Data includes transactions announced between January 1, 1999 and November 6, 2003. (1) Best transactions include Savia acquiring Seminis, Inc, Investor Group acquiring Dole, Cal-Maine Foods acquiring Smith Farms, and Investor Group acquiring Maui Land & Pineapple. [MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003/35 ANALYSIS OF PROPOSED TRANSACTION Discounted Cash Flow Analysis
PRESENT VALUE PRESENT VALUE OF TERMINAL OF FREE + VALUE = PRESENT VALUE OF ENTERPRISE CASH FLOWS MULTIPLE OF 2008 EBITDA VALUE DISCOUNT ------------- ------------------------------ -------------------------------- RATE 2004 - 2008 5.00X 5.75X 6.50X 5.00X 5.75X 6.50X ---- ----------- ----- ----- ----- ----- ----- ----- 12.0% $ 30.5 $ 54.6 $ 62.8 $ 71.0 $ 85.2 $ 93.4 $101.6 13.0% 29.7 52.3 60.1 67.9 82.0 89.8 97.7 14.0% 29.0 50.0 57.5 65.0 79.0 86.5 94.0 TOTAL RANGE $ 79.0 -- $101.6 ASSUMED OFFER PRICE $ 95.6

IMPLIED EQUITY VALUE IMPLIED EQUITY VALUE PER SHARE DISCOUNT NET DEBT --------------------------------- ---------------------------------- RATE - SEPT. 28, 2003 = 5.00X 5.75X 6.50X 5.00X 5.75X 6.50X - ---- -------------- ----- ----- ----- ----- ----- ----- 12.0% $ 31.4 $ 53.7 $ 61.9 $ 70.1 $10.42 $12.01 $13.60 13.0% 31.4 50.6 58.4 66.2 9.81 11.33 12.85 14.0% 31.4 47.6 55.1 62.6 9.23 10.68 12.14 TOTAL RANGE $ 47.6 -- $ 70.1 $ 9.23 -- $13.60 ASSUMED OFFER PRICE $ 64.2 $12.25
[MORGAN JOSEPH LOGO] PROJECT SPAWN/PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003/36 ANALYSIS OF PROPOSED TRANSACTION Discounted Cash Flow Analysis HISTORICAL AND PROJECTED CASH FLOWS ($ in millions except per share data)
Fiscal Year End December, HISTORICAL CAGR PROJECTED (A) CAGR ------------------------- ----- ---------------------------------------------- ----- 2001 2002 2003 01-03 2004 2005 2006 2007 2008 04-08 ---- ---- ---- ----- ---- ---- ---- ---- ---- ----- Net Sales $ 85.9 $ 88.2 $ 95.9 5.6% $ 96.9 $ 97.7 $ 100.6 $ 103.6 $ 106.7 2.5% % Growth -- 2.7% 8.7% 1.0% 0.8% 3.0% 3.0% 3.0% EBITDA 17.2 14.9 13.1 -12.8% 14.0 14.1 16.6 18.7 19.3 8.4% % of Sales 20.0% 16.9% 13.6% 14.4% 14.5% 16.5% 18.0% 18.0% EBIT 11.6 9.0 6.8 -23.5% 7.6 8.1 10.9 13.2 13.9 16.2% % of Sales 13.5% 10.2% 7.1% 7.9% 8.3% 10.8% 12.7% 13.0% Less: Taxes @ 35% (4.1) (3.2) (2.4) (2.7) (2.8) (3.8) (4.6) (4.9) ------ ------ ------ ------ ------ ------- ------- ------- UNLEVERED NET INCOME 7.6 5.9 4.4 -23.5% 5.0 5.3 7.1 8.6 9.0 16.2% Plus: Depreciation and Amortization 5.6 5.8 6.3 6.3 6.0 5.7 5.5 5.3 Less: Capital Expenditures (4.1) (3.4) (3.9) (3.9) (3.9) (3.9) (3.9) (3.9) Less: Increase in Working Capital (2.9) (1.6) 3.0 0.5 (0.2) (0.6) (0.6) (0.7) ------ ------ ------ ------ ------ ------- ------- ------- UNLEVERED FREE CASH FLOW $ 6.2 $ 6.7 $ 9.9 26.3% $ 8.0 $ 7.3 $ 8.3 $ 9.6 $ 9.8 5.5% ====== ====== ====== ====== ====== ======= ======= =======
DISCOUNTED CASH FLOW VALUATION ANALYSIS
Discount Rate 12.0% 13.0% 14.0% --------------------------- ---------------------------- ---------------------------- Terminal EBITDA Multiple 5.00x 5.75x 6.50x 5.00x 5.75x 6.50x 5.00x 5.75x 6.50x - ------------------------ ----- ----- ----- ----- ----- ----- ----- ----- ----- EBITDA $ 19.3 $ 19.3 $ 19.3 $ 19.3 $ 19.3 $ 19.3 $ 19.3 $ 19.3 $ 19.3 Terminal Value 96.3 110.7 125.2 96.3 110.7 125.2 96.3 110.7 125.2 PV Terminal Value 54.6 62.8 71.0 52.3 60.1 67.9 50.0 57.5 65.0 PV Free Cash Flows 30.5 30.5 30.5 29.7 29.7 29.7 29.0 29.0 29.0 ------- ------- ------- ------- ------- ------- ------- ------- ------- IMPLIED ENTERPRISE VALUE $ 85.2 $ 93.4 $ 101.6 $ 82.0 $ 89.8 $ 97.7 $ 79.0 $ 86.5 $ 94.0 ======= ======= ======= ======= ======= ======= ======= ======= ======= Less: Net Debt (b) (29.3) (29.3) (29.3) (29.3) (29.3) (29.3) (29.3) (29.3) (29.3) Less: Minority Interest (b) (2.2) (2.2) (2.2) (2.2) (2.2) (2.2) (2.2) (2.2) (2.2) ------- ------- ------- ------- ------- ------- ------- ------- ------- EQUITY VALUE $ 53.7 $ 61.9 $ 70.1 $ 50.6 $ 58.4 $ 66.2 $ 47.6 $ 55.1 $ 62.6 Shares Outstanding (mm) 5.2 5.2 5.2 5.2 5.2 5.2 5.2 5.2 5.2 ------- ------- ------- ------- ------- ------- ------- ------- ------- EQUITY VALUE PER SHARE $ 10.42 $ 12.01 $ 13.60 $ 9.81 $ 11.33 $ 12.85 $ 9.23 $ 10.68 $ 12.14 ======= ======= ======= ======= ======= ======= ======= ======= ======= ENTERPRISE VALUE AS A MULTIPLE OF 2003E: Net Sales 0.89x 0.97x 1.06x 0.86x 0.94x 1.02x 0.82x 0.90x 0.98x EBITDA 6.51x 7.14x 7.76x 6.27x 6.87x 7.47x 6.04x 6.61x 7.19x EBIT 12.50x 13.70x 14.91x 12.04x 13.19x 14.34x 11.60x 12.70x 13.80x
- ------------- (a) Based upon Management estimates dated September 23, 2003. Includes $1.1 million of public company expenses. Assumes an Euro to U.S. dollar exchange rate of 1.09. (b) Based on August 2003 Balance Sheet. [MORGAN JOSEPH LOGO] PROJECT SPAWN PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003/37 ANALYSIS OF PROPOSED TRANSACTION Leveraged Buy-Out Analysis - - The leveraged buy-out analysis is summarized on the following page and is based on the following assumptions: - Senior debt of approximately 3.0x at LIBOR +375 basis points - 5 year amortization - Subordinated debt of approximately 1.25x - Coupon of 12% - Required return of 17-20% - Sponsor equity returns of 20-30% - Management incentive options of 10% - Enter and exit at the same multiple - Based on management projections as of September 26, 2003 and September 28, 2003 balance sheet [MORGAN JOSEPH LOGO] PROJECT SPAWN PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003/38 ANALYSIS OF PROPOSED TRANSACTION Leveraged Buy-Out Analysis LBO TRANSACTION SUMMARY IMPLIED IRR = 20.0% PURCHASE PRICE: Equity value $ 57.2 Plus: debt (1) 37.6 Less: cash (6.1) ------ Net debt 31.4 Enterprise value $ 88.6 ====== USES: Equity purchase price $ 57.2 Refinance existing debt 35.4 Transaction expenses 3.2 ------ $ 95.8 ====== SOURCES: Excess cash $ 4.1 Bank debt 42.3 Sub-debt 18.2 Financial sponsor equity 31.2 ------ $ 95.8 ====== PURCHASE MULTIPLES: Enterprise value / 2003 revenue 0.9 x Enterprise value / 2003 EBITDA 6.4 x ------ IMPLIED PRICE PER SHARE: $11.03 ------ OWNERSHIP: Financial sponsor 82.0% Management 10.0% Sub-debt 8.0% LEVERAGE STATISTICS: Bank debt / 2003 EBITDA 2.9 x Total debt / 2003 EBITDA 4.1 x 2003 EBITDA / Interest 3.3 x (2003 EBITDA - CapEx) / Interest 2.0 x 2004 EBITDA / Interest 1.9 x (2004 EBITDA - CapEx) / Interest 2.6 x

LBO TRANSACTION SUMMARY IMPLIED IRR = 30.0% PURCHASE PRICE: Equity value $ 44.8 Plus: debt (1) 37.6 Less: cash (6.1) ------ Net debt 31.4 Enterprise value $ 76.2 ====== USES: Equity purchase price $ 44.8 Refinance existing debt 35.4 Transaction expenses 3.2 ------ $ 83.4 ====== SOURCES: Excess cash $ 4.1 Sub-debt 42.3 Assumed debt 18.2 Financial sponsor equity 18.8 ------ $ 83.4 ====== PURCHASE MULTIPLES: Enterprise value / 2003 revenue 0.8 x Enterprise value / 2003 EBITDA 5.5 x ------ IMPLIED PRICE PER SHARE: $ 8.69 ------ OWNERSHIP: Financial sponsor 82.5% Management 10.0% Sub-debt 7.5% LEVERAGE STATISTICS: Bank debt / 2003 EBITDA 2.9 x Total debt / 2003 EBITDA 4.1 x 2003 EBITDA / Interest 3.3 x (2003 EBITDA - CapEx) / Interest 2.0 x 2004 EBITDA / Interest 1.9 x (2004 EBITDA - CapEx) / Interest 2.6 x

NOTE: Analysis based on management estimates, anticipated financing parameters and required returns. (1) Debt includes minority interest of $2.2 million. [MORGAN JOSEPH LOGO] PROJECT SPAWN PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003 / 39 ANALYSIS OF PROPOSED TRANSACTION Premiums Paid Analysis - - The outside offer price of $12.25 represents a premium of 25% to the Company's closing price of $9.82 one day prior to the announcement of the management-led proposal. - A meaningful comparison of the premium implied by the Proposed Transaction to the average and median premiums analyzed is difficult due to the lengthy and public background of the Proposed Transaction. ANNOUNCED TRANSACTIONS $50MM - $150MM (APRIL 1, 2003 - NOVEMBER 3, 2003)
PREMIUM PAID RELATIVE TO: VALUE OF PRICE ------------------------------ DATE TRANSACTION PER 1 DAY 1 WEEK 4 WEEKS ANNOUNCED TARGET NAME ACQUIROR NAME ($MIL) SHARE PRIOR PRIOR PRIOR - --------- ----------- ------------- ------ ----- ----- ----- ----- 04/01/03 National Service Industries California Investment Fund LLC 111.9 10.00 93.8% 90.8% 67.5% 04/03/03 Elite Information Group Inc Thomson Corp 121.5 14.00 40.4% 44.3% 40.7% 04/04/03 Sports Club Co Investor Group 70.2 3.00 25.0% 24.5% 31.6% 04/07/03 Bruker AXS Inc Bruker Daltonics Inc 104.6 1.86 44.2% 38.8% 28.3% 04/09/03 Ramsay Youth Services Inc Psychiatric Solutions Inc 77.9 5.00 42.9% 31.6% 24.7% 04/16/03 Lillian Vernon Corp Investor Group 60.7 7.25 72.6% 74.7% 72.2% 04/16/03 Signal Technology Corp Crane Co 142.5 13.25 17.6% 15.6% 21.6% 04/22/03 Varsity Brands Inc Investor Group 136.8 6.57 39.8% 39.5% 42.2% 04/29/03 Thousand Trails Inc Kohlberg & Co LP 114.6 14.50 55.1% 55.9% 49.8% 05/14/03 MountainBank Financial Corp South Financial Corp. 123.1 32.75 11.0% 25.9% 28.9% 05/16/03 National Energy Group Inc American Re Partners LP 148.1 0.80 150.0% 14.3% 29.0% 05/27/03 TMBR/Sharp Drilling Inc Patterson-UTI Energy Inc 92.1 20.19 4.1% 5.3% 9.1% 05/28/03 CommerceSouth Inc,Eufaula,AL BancTrust Financial Group Inc 73.1 25.50 64.5% 59.2% 66.4% 05/30/03 Cysive Inc Snowbird Holdings Inc 74.5 3.23 0.9% 0.9% 11.4% 06/09/03 Grange National Banc Corp,PA Community Bank Sys Inc,NY 82.2 45.85 19.9% 17.6% 24.6% 06/25/03 United Park City Mines Co Capital Growth Partners LLC 68.7 21.00 3.4% 4.7% 5.5% 06/26/03 Elder-Beerman Stores Corp Wright Holdings Inc 68.5 6.00 13.0% 9.9% 14.9% 06/27/03 Acres Gaming Inc International Game Technology 136.5 11.50 1.0% 13.9% 31.4%
[MORGAN JOSEPH LOGO] PROJECT SPAWN PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003 / 40 ANALYSIS OF PROPOSED TRANSACTION Premiums Paid Analysis
PREMIUM PAID RELATIVE TO: ------------------------- VALUE OF PRICE DATE TRANSACTION PER 1 DAY 1 WEEK 4 WEEKS ANNOUNCED TARGET NAME ACQUIROR NAME ($MIL) SHARE PRIOR PRIOR PRIOR - --------- ----------- ------------- ------ ----- ----- ----- ----- 06/29/03 Information Resources Inc Investor Group 99.4 3.30 10.7% -2.4% -2.7% 07/03/03 Methode Electronics Inc Dura Automotive Systems Inc 54.4 50.00 153.2% 156.4% 155.0% 07/15/03 Klamath First Bancorp,Oregon Sterling Financial Corp,WA 148.0 20.44 17.1% 17.8% 16.8% 07/16/03 Alliance Bancorp of NE Inc New Haven Savings Bank,CT 72.1 25.00 -5.3% 2.2% 7.3% 07/16/03 Timberline Software Corp Best Software Inc 103.5 8.25 36.4% 38.0% 38.0% 07/23/03 Brio Software Inc Hyperion Solutions Corp 141.9 3.44 27.4% 24.2% 50.2% 07/23/03 Pinnacor Inc MarketWatch.com Inc 104.8 2.42 9.0% 8.5% 24.1% 07/29/03 Elder-Beerman Stores Corp Bon-Ton Stores Inc 97.8 8.00 32.9% 33.3% 36.3% 07/30/03 Community Bk,Pilot Mtn,NC Southern Community Finan Corp 77.3 48.65 56.9% 56.9% 62.2% 08/04/03 Mercator Software Inc Ascential Software Corp 115.0 3.00 22.4% 34.5% 86.3% 08/05/03 ResortQuest International Gaylord Entertainment Co 107.6 5.53 8.4% 10.8% 13.8% 08/12/03 California Independent Bancorp Humboldt Bancorp,Eureka,CA 81.7 35.50 22.8% 22.4% 18.3% 08/12/03 Jacksonville Bancorp,TX Franklin Bank Corp,Houston,TX 73.4 37.50 25.0% 29.3% 27.1% 09/04/03 Ross Systems Inc Chinadotcom Corp 66.2 19.00 9.9% 22.7% 22.6% 09/09/03 Lightspan Inc Plato Learning Inc 103.5 10.89 36.1% 29.6% 67.5% 09/11/03 CoVest Bancshares Inc,IL First Midwest Bancorp,IL 129.4 27.45 2.7% 1.7% 5.8% 09/11/03 Skibo Financial Corp,PA Northwest Bancorp MHC,PA 55.2 17.00 26.3% 28.1% 29.5% 09/22/03 Thistle Group Holdings Co Citizens Bank of Pennsylvania 147.8 26.00 35.4% 39.0% 58.7% 09/22/03 United States Exploration Inc DGL Acquisition Corp 53.3 2.82 0.7% -1.1% -1.1% 09/25/03 Caledonia Finl Corp,MI Chemical Financial Corp,MI 55.3 39.00 N/A N/A N/A 09/26/03 Business Bancorp,California UnionBanCal Corp,CA 114.9 28.57 N/A N/A N/A 09/29/03 Good Guys Inc CompUSA Inc 55.4 2.05 36.7% 31.4% 45.4% 09/30/03 Garden Fresh Restaurant Corp Fairmont Capital Inc 103.0 16.35 48.9% 54.8% 64.3% 10/03/03 OneSource Information Services ValueAct Capital Partners LP 80.9 9.50 9.3% 21.6% 17.7% 10/08/03 Crown Resources Corp Kinross Gold Corp 78.4 78.42 46.7% 46.7% 41.9% 10/20/03 Docent Inc click2learn.com inc 61.9 4.14 1.0% 0.7% 6.2% 10/22/03 Brass Eagle Inc K2 Inc 82.5 10.51 26.6% 25.1% 27.7% 10/24/03 Information Resources Inc Open Ratings Inc 114.9 3.30 -29.2% -27.3% -28.6% 10/27/03 SCB Computer Technology Inc CIBER Inc 52.5 2.15 13.2% 7.5% 22.9% 10/27/03 On Technology Corp Symantec Corp 101.1 4.00 15.9% 16.3% 57.5% ------ ------ ----- ----- ----- AVERAGE $ 94.6 $ 16.6 30.4% 28.2% 34.1% MEDIAN $ 95.0 $ 10.7 23.9% 24.3% 28.6% ------ ------ ----- ----- -----
[MORGAN JOSEPH LOGO] PROJECT SPAWN PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003 / 41 A / DESCRIPTIONS OF COMPARABLE COMPANIES [MORGAN JOSEPH LOGO] PROJECT SPAWN PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003 / 42 DESCRIPTIONS OF COMPARABLE COMPANIES ARCHER-DANIELS-MIDLAND COMPANY (NYSE:ADM) Archer-Daniels-Midland Company is principally engaged in procuring, transporting, storing, processing and merchandising agricultural commodities and products. The Company's operations are classified into four business segments: Oilseeds Processing, which includes the processing of oilseeds; Corn Processing, which includes its dry milling and wet milling corn operations; Wheat Processing, which includes the milling of wheat, corn and milo into flour, and Agricultural Services, which buys, stores, cleans and transports agricultural commodities. Archer-Daniels-Midland's remaining operations are classified as the Other segment, which primarily includes the production of value-added soy protein products. BUNGE LIMITED (NYSE:BG) Bunge Limited is an integrated, global agribusiness and food company operating in the farm-to-consumer food chain, which ranges from raw materials, such as grains and fertilizers, to retail food products, such as flour and margarine. The Company has primary operations in North America, Brazil, Argentina and Europe and worldwide distribution capabilities. Bunge conducts its operations in three divisions: agribusiness, fertilizer and food products. The agribusiness division consists of three business lines: grain origination, oilseed processing and international marketing. The Company's fertilizer division is comprised of nutrients and retail operations. The food products division consists of four business lines: edible oil products, wheat milling and bakery products, soy ingredients and corn products. CHIQUITA BRANDS INTERNATIONAL, INC. (NYSE:CQB) Chiquita Brands International, Inc. and its subsidiaries operate in two business segments: Fresh Produce and Processed Foods. The Company Fresh Produce segment sources, distributes and markets a line of fresh fruits and vegetables sold under the Chiquita and other brand names. Chiquita's fresh fruits and vegetables include bananas, berries, citrus, grapes, melons, mushrooms, stone fruit, tomatoes and a variety of other fresh produce. In Europe, the Company's Processed Foods segment sells Chiquita branded fruit juices, beverages, snacks and desserts, which are manufactured by third parties to Chiquita's specifications. In the United States, several national fruit juice and beverage producers manufacture and sell shelf-stable, refrigerated and frozen juice and beverage products using the Chiquita brand name, for which they pay Chiquita a license fee. Chiquita's processed banana products include banana puree, frozen banana pieces, sliced bananas and other specialty products. [MORGAN JOSEPH LOGO] PROJECT SPAWN PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003 / 43 DESCRIPTIONS OF COMPARABLE COMPANIES FRESH DEL MONTE PRODUCE INC. (NYSE:FDP) Fresh Del Monte Produce Inc. is primarily engaged in the worldwide sourcing, transportation and marketing of fresh and fresh-cut produce. The Company's products include bananas, pineapples, cantaloupe, honeydew, watermelons, grapes, non-tropical fruits (including citrus, apples, pears, peaches, plums, nectarines, apricots and kiwi), plantains, Vidalia sweet onions and various greens. In January 2003, the Company has added tomatoes, potatoes and onions to its product offering. The Company sources its products primarily from Central and South America and the Philippines. Fresh Del Monte also sources products from North America, Africa and Europe and distributes its products in Europe, the Asia-Pacific region and South America. The Company also has non-produce businesses. These include its third-party ocean freight container business, a third-party plastics and box manufacturing business, its Jordanian poultry business and its Argentine grain business. HINES HORTICULTURE, INC. (NASD:HORT) Hines Horticulture, Inc. produces and distributes horticultural products through its wholly owned subsidiaries, Hines Nurseries, Inc. (Hines Nurseries) and Enviro-Safe Laboratories Inc. The Company is a national supplier of ornamental shrubs, color plants and container-grown plants, with 14 commercial nursery facilities located in Arizona, California, Florida, Georgia, New York, Oregon, Pennsylvania, South Carolina and Texas. Hines markets its products to retail and commercial customers throughout the United States. It produces approximately 5,500 varieties of ornamental shrubs and color plants and sells to more than 2,200 retail and commercial customers, representing more than 8,400 outlets throughout the United States and Canada. NORTHLAND CRANBERRIES (OTC:NRCNA) Northland Cranberries, Inc. is a vertically integrated grower, handler, processor and marketer of cranberries, branded cranberry products and fruit beverages. The Company markets and sells its Northland, Seneca, TreeSweet and Awake brand cranberry and other fruit juice products, as well as fresh, frozen and dried cranberries and cranberry concentrate domestically through retail supermarkets and through other distribution channels, both domestically and internationally. In addition, the Company produces and packages juice beverages for other companies on a contract-manufacturing basis. As of November 26, 2002, Northland owned or operated 21 cranberry-producing marshes with 2,009 planted acres in Wisconsin. It also maintains multi-year crop purchase contracts with 44 independent cranberry growers to purchase all of the cranberries harvested from an aggregate of up to 1,743 contracted acres. [MORGAN JOSEPH LOGO] PROJECT SPAWN PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003 / 44 DESCRIPTIONS OF COMPARABLE COMPANIES DELTA AND PINE LAND COMPANY (NYSE:DLP) Delta and Pine Land Company (D&PL) and its subsidiaries breed, produce, condition and market cotton and soybean planting seed. In connection with its seed operations, the Company farms approximately 2,000 acres largely for the production of cotton and soybean foundation seed. D&PL is in a single line of business and operates in two business segments, domestic and international. The Company's reportable segments offer similar products, however, the business units are managed separately due to the geographic dispersion of their operations. The Company develops its proprietary seed products through research and development efforts in the United States and certain foreign countries. CAL-MAINE FOODS, INC. (NASD:CALM) Cal-Maine Foods, Inc. is primarily engaged in the production, cleaning, grading and packaging of fresh shell eggs for sale to shell egg retailers. The Company had sales of approximately 571 million dozen shell eggs during the fiscal year ended May 31, 2003 (fiscal 2003). It primarily markets shell eggs in the southwestern, southeastern, mid-western and mid-Atlantic regions of the United States. Shell eggs are sold directly by the Company primarily to national and regional supermarket chains. Cal-Maine also produces specialty eggs such as Eggo land's Best and Farmhouse eggs and operates a dairy facility. SANDERSON FARMS, INC. (NASD:SAFM) Sanderson Farms, Inc. is engaged in the production, processing, marketing and distribution of fresh and frozen chicken and the preparation, processing, marketing and distribution of processed and prepared food items. The Company sells chill pack, ice pack and frozen chicken, both whole and cut-up, primarily under the Sanderson Farms brand name, to retailers, distributors and fast-food operators principally in the southeastern, southwestern and western United States. During the fiscal year ended October 31, 2002, the Company processed approximately 264.7 million chickens, or approximately 1.3 billion dressed pounds. In addition, it purchased and further processed 14.5 million pounds of poultry products. It sells over 200 processed and prepared food items nationally and regionally, primarily to distributors, national foodservice accounts, retailers and club stores. [MORGAN JOSEPH LOGO] PROJECT SPAWN PRESENTATION TO THE BOARD OF DIRECTORS November 9, 2003 / 45 EX-99.C.6 8 j0476002exv99wcw6.txt PROJECT SPAWN DISCUSSION MATERIALS 9/29/03 Exhibit (c)(6) Preliminary Valuation Materials Prepared for: [MORGAN JOSEPH LOGO] September 26, 2003 PROJECT SPAWN DRAFT DATED 9/26/03 Confidential Disclaimer DRAFT - - The following materials (the "Presentation") were prepared for the Board of Directors of Sylvan Inc. ("Sylvan" or the "Company") which has requested that Morgan Joseph & Co. Inc. ("Morgan Joseph") provide its opinion as to the fairness, from a financial point of view to the Company, of the consideration to be paid by Lake Pacific Partners (the "Acquiror') in connection with the proposed acquisition of the Company (the "Proposed Transaction"). - - In arriving at our opinion, we have assumed and relied upon the accuracy and completeness of the financial and other information used by us and have not attempted independently to verify such information, nor do we assume any responsibility to do so. We have assumed that the Company's forecasts and projections provided to or reviewed by us have been reasonably prepared based on the best current estimates and judgment of the Company's management as to the future financial condition and results of operations of the Company. We have not conducted a physical inspection of the properties and facilities of the Company, nor have we made or obtained any independent evaluation or appraisal of the assets or liabilities of the Company. We have also taken into account our assessment of general economic, market and financial conditions and our experience in similar transactions, as well as our experience in securities valuation in general. Our opinion necessarily is based upon economic, market, financial and other conditions as they exist and can be evaluated on the date hereof and we assume no responsibility to update or revise our opinion based upon events or circumstances occurring after the date hereof. We reserve, however, the right to withdraw, revise or modify our opinion based upon additional information which may be provided to or obtained by us, which suggests, in our judgment, a material change in the assumptions (or the bases therefore) upon which our opinion is based. - - These materials are not intended to represent an opinion, but rather to serve as discussion materials for the Board to review and as a basis upon which Morgan Joseph may render an opinion. These materials do not address the Company's underlying business decision to approve the Proposed Transaction or constitute a recommendation to the Company as to any action it should take regarding the Proposed Transaction. These materials may not be reproduced, summarized, excerpted from or otherwise publicly referred to or disclosed in any manner without our prior written consent. - - The following materials are based upon Morgan Joseph's analysis of the Proposed Transaction as of September 26, 2003. In the event of material changes to the terms and conditions of the Proposed Transaction upon which these materials are based, the enclosed analysis and our conclusions may be affected. - - Certain portions of the enclosed analysis are based upon projected financial results. Any projected financial results are based upon analyst forecasts, internal projections and discussions with management of the Company. A number of factors, including industry conditions, changes in costs, labor issues and other factors which are beyond the scope of these projections and out of the control of the Company, the Acquiror and Morgan Joseph may cause actual results to differ materially from these projections. Material changes in the projections may affect the conclusions derived from our analysis. [MORGAN JOSEPH LOGO] PROJECT SPAWN \ SEPTEMBER 26, 2003 2 Table of Contents DRAFT 1. INTRODUCTION 2. PRELIMINARY VALUATION METHODOLOGIES [MORGAN JOSEPH LOGO] PROJECT SPAWN \ SEPTEMBER 26, 2003 3 1 / INTRODUCTION DRAFT [MORGAN JOSEPH LOGO] PROJECT SPAWN \ SEPTEMBER 26, 2003 4 Introduction DRAFT - - On April 23, 2003, Morgan Joseph was retained as financial advisor to the Special Committee of the Board of Directors of the Company. - - At the request of the Special Committee, we have prepared the enclosed preliminary valuation materials. Specifically, we have utilized the following valuation methodologies: - An analysis of publicly-traded comparable companies; - An analysis of comparable transactions; - A discounted cash flow analysis (DCF); and - A leveraged buyout analysis (LBO). - - These valuation materials are based on financial information provided by the Company. - Historical audits - Projected financial performance - Year-to-date interim financials - - THESE MATERIALS REPRESENT A PRELIMINARY DRAFT OF THE VALUATION METHODOLOGIES UTILIZED BY MORGAN JOSEPH AND ARE NOT INTENDED TO ADDRESS ANY PROPOSED TRANSACTION OR REPRESENT AN OPINION REGARDING THE FAIRNESS OF ANY PROPOSED TRANSACTION. [MORGAN JOSEPH LOGO] PROJECT SPAWN \ SEPTEMBER 26, 2003 5 2 / PRELIMINARY VALUATION METHODOLOGIES DRAFT [MORGAN JOSEPH LOGO] PROJECT SPAWN \ SEPTEMBER 26, 2003 6 Preliminary Valuation Methodologies Historical and Projected Financial Performance DRAFT ($ in thousands, except per share amounts)
FISCAL YEAR ENDED DECEMBER,(1),(2) -------------------------------------------- LTM ENDED 2001 2002 2003E(2) 6/3/2003(2) -------- -------- -------- ----------- Net sales $ 85,911 $ 88,192 $ 95,857 $ 99,519 Operating costs and expenses Cost of sales 49,818 52,109 61,422 65,620 Selling and administration 17,806 19,216 20,189 20,566 Research and development 1,721 1,965 1,244 1,244 Depreciation and amortization 5,575 5,842 6,916 7,238 -------- -------- -------- -------- 74,920 79,132 89,771 94,668 -------- -------- -------- -------- Operating income 10,991 9,060 6,086 4,851 Interest expense, net 2,532 1,865 1,675 1,621 Other income (expense) (19) (3) -- (44) -------- -------- -------- -------- Income before income taxes 8,440 7,192 4,411 3,186 Income taxes 2,490 2,406 1,503 1,108 -------- -------- -------- -------- Income before minority interest 5,950 4,786 2,908 2,078 Minority interest 121 117 117 187 -------- -------- -------- -------- Net income $ 5,829 $ 4,669 $ 2,791 $ 1,891 ======== ======== ======== ======== Earnings per share $ 1.05 $ 0.86 $ 0.52 $ 0.35 Diluted WASO 5,552 5,455 5,370 5,370 EBITDA(4) $ 17,200 $ 14,876 $ 13,002 $ 12,089 Maintenance Cap Ex $ 4,100 $ 3,400 $ 3,850 $ 3,100 Expansionary Cap Ex 4,644 2,744 -- 2,876 -------- -------- -------- -------- Total Cap Ex $ 8,744 $ 6,144 $ 3,850 $ 5,976 Revenue growth 0.0% 2.7% 8.7% n/a EBITDA 20.0% 16.9% 13.6% 12.1% Operating income 12.8% 10.3% 6.3% 4.9% Income before income taxes 9.8% 8.2% 4.6% 3.2% Net income 6.8% 5.3% 2.9% 1.9% Tax Rate 29.5% 33.5% 34.1% 34.8%

PROJECTED FISCAL YEAR ENDING DECEMBER,(1),(2),(3) ---------------------------------------------------------------------------- 2004 2005 2006 2007 2008 -------- -------- -------- -------- -------- Net sales $ 96,852 $ 97,670 $100,600 $103,618 $106,727 Operating costs and expenses Cost of sales 61,461 61,795 61,869 62,171 64,036 Selling and administration 19,988 20,295 20,720 21,324 21,945 Research and development 1,250 1,250 1,308 1,347 1,387 Depreciation and amortization 6,523 6,196 5,926 5,710 5,540 -------- -------- -------- -------- -------- 89,222 89,536 89,823 90,552 92,908 -------- -------- -------- -------- -------- Operating income 7,630 8,134 10,777 13,066 13,819 Interest expense, net 1,449 1,204 905 508 -- Other income (expense) -- -- -- -- -- -------- -------- -------- -------- -------- Income before income taxes 6,181 6,930 9,872 12,558 13,819 Income taxes 2,163 2,426 3,455 4,395 4,837 -------- -------- -------- -------- -------- Income before minority interest 4,018 4,504 6,417 8,163 8,982 Minority interest 117 117 117 117 117 -------- -------- -------- -------- -------- Net income $ 3,901 $ 4,387 $ 6,300 $ 8,046 $ 8,865 ======== ======== ======== ======== ======== Earnings per share $ 0.73 $ 0.82 $ 1.17 $ 1.50 $ 1.65 Diluted WASO 5,370 5,370 5,370 5,370 5,370 EBITDA(4) $ 14,153 $ 14,330 $ 16,703 $ 18,776 $ 19,359 Maintenance Cap Ex $ 3,850 $ 3,850 $ 3,850 $ 3,850 $ 3,850 Expansionary Cap Ex -- -- -- -- -- -------- -------- -------- -------- -------- Total Cap Ex $ 3,850 $ 3,850 $ 3,850 $ 3,850 $ 3,850 Revenue growth 1.0% 0.8% 3.0% 3.0% 3.0% EBITDA 14.6% 14.7% 16.6% 18.1% 18.1% Operating income 7.9% 8.3% 10.7% 12.6% 12.9% Income before income taxes 6.4% 7.1% 9.8% 12.1% 12.9% Net income 4.0% 4.5% 6.3% 7.8% 8.3% Tax Rate 35.0% 35.0% 35.0% 35.0% 35.0%
- ------------------ (1) The Company maintains its accounting records on a 52-53 week fiscal year ending the Sunday nearest December 31. All of the above fiscal years are 52 weeks. (2) Excludes non-recurring expenses. (3) Based upon management estimates dated September 23, 2003. Includes public company expenses. Assumes an Euro to U.S. Dollar exchange rate of 1.09 and a normalized tax rate of 35%. (4) EBITDA = operating income plus depreciation and amortization. 2001-2002 EBITDA includes amortization embedded in other line items. [MORGAN JOSEPH LOGO] PROJECT SPAWN \ SEPTEMBER 26, 2003 7 Preliminary Valuation Methodologies Valuation Summary DRAFT - - The preliminary valuation ranges implied by the techniques employed are summarized below, based on the following: - LBO ANALYSIS - High and low values represent 25% and 30% IRRs - DCF ANALYSIS - Based on discount rates and EBITDA exit multiples of 12% - 14% and 5.0x - 6.0x - COMPARABLE TRANSACTION ANALYSIS (1) - Based on 2003E EBITDA and multiples of 6.5x - 8.0x - PUBLICLY-TRADED COMPARABLE COMPANY ANALYSIS (2) - Based on 2003E EBITDA and multiples of 6.0x - 7.0x [BAR CHART DEPICTING IMPLIED ENTERPRISE VALUE] [BAR CHART DEPICTING EQUITY VALUE PER SHARE] - ------------------ (1) Based on best comparable transactions including: Savia acquiring Seminis, Inc., Investor Group acquiring Dole, Cal-Maine Foods acquiring Smith Farms, and Investor Group acquiring Maui Land & Pineapple. (2) Based on best comparable companies including: ADM, BG, CQB, FDP, HORT and NRCNA. [MORGAN JOSEPH LOGO] PROJECT SPAWN \ SEPTEMBER 26, 2003 8 Preliminary Valuation Methodologies Publicly-Traded Comparable Company Analysis DRAFT CAPITALIZATION & OPERATING DATA: (1) ($ millions, except per share data)
MARKET CAPITALIZATION (2) % OF -------------------------- TICKER PRICE 52-WK EQUITY MKT ENTERPRISE COMPANY SYMBOL 9/26/03 HIGH CAP VALUE - ------- ------ ------- ---- --- ----- SYLVAN INC. (5) SYLN $ 10.00 81.8% $ 51.4 $ 84.9 GRAIN HANDLING & PROCESSING Archer-Daniels-Midland Co. ADM 12.90 89.3% 8,332.8 12,205.9 Bunge Limited BG 27.47 88.2% 2,757.1 5,950.1 FRUITS & VEGETABLES Chiquita Brands Int'l, Inc. CQB 17.86 93.4% 720.4 1,027.9 Fresh Del Monte Produce FDP 24.95 84.0% 1,428.6 1,435.9 Inc. Hines Horticulture, Inc. HORT 3.66 100.0% 80.9 316.6 Northland Cranberries, Inc. NRCNA 0.50 46.7% 49.2 86.9 AG INPUTS Delta and Pine Land Co. DLP 22.62 88.7% 904.2 793.3 PROTEIN Cal-Maine Foods, Inc. CALM 7.17 91.9% 86.5 210.0 Sanderson Farms, Inc. SAFM 31.11 90.3% 415.7 434.8 High 100.0% 8,332.8 12,205.9 Median 89.3% 720.4 793.3 Mean 85.8% 1,641.7 2,495.7 Low 46.7% 49.2 86.9

LTM OPERATING RESULTS LTM MARGINS -------------------------------------------- ---------------------------------- COMPANY SALES EBITDA(3) EBIT NET INC EBITDA EBIT NET INC - ------- ----- --------- ---- ------- ------ ---- ------- SYLVAN INC. (5) $ 99.5 $ 12.1 $ 4.9 $ 1.9 12.1% 4.9% 1.9% GRAIN HANDLING & PROCESSING Archer-Daniels-Midland Co. 30,708.0 1,423.1 779.4 460.0 4.6% 2.5% 1.5% Bunge Limited 18,397.0 1,093.0 912.0 373.0 5.9% 5.0% 2.0% FRUITS & VEGETABLES Chiquita Brands Int'l, Inc. 2,858.5 144.0 97.0 (63.4) 5.0% 3.4% N/M Fresh Del Monte Produce 2,330.3 304.3 241.3 242.6 13.1% 10.4% 10.4% Inc. Hines Horticulture, Inc. 332.1 52.4 43.5 18.9 15.8% 13.1% 5.7% Northland Cranberries, Inc. 92.2 11.1 7.4 8.9 12.1% 8.0% 9.7% AG INPUTS Delta and Pine Land Co. 284.4 71.3 63.8 32.7 25.1% 22.4% 11.5% PROTEIN Cal-Maine Foods, Inc. 387.5 42.9 26.3 12.2 11.1% 6.8% 3.2% Sanderson Farms, Inc. 818.6 87.2 62.6 33.0 10.6% 7.7% 4.0% High 30,708.0 1,423.1 912.0 460.0 25.1% 22.4% 11.5% Median 818.6 87.2 63.8 32.7 11.1% 7.7% 4.9% Mean 6,245.4 358.8 248.1 124.2 11.5% 8.8% 6.0% Low 92.2 11.1 7.4 (63.4) 4.6% 2.5% 1.5%

3 FISCAL YR. CAGR (4) ---------------------------------- COMPANY SALES EBITDA NET INC - ------- ----- ------ ------- SYLVAN INC. (5) 5.6% (13.1%) (30.8%) GRAIN HANDLING & PROCESSING Archer-Daniels-Midland Co. 25.5% 5.7% 9.6% Bunge Limited 20.7% 36.0% 128.3% FRUITS & VEGETABLES Chiquita Brands Int'l, Inc. 2.5% (5.9%) N/A Fresh Del Monte Produce 6.0% 45.2% 153.7% Inc. Hines Horticulture, Inc. 5.2% (4.7%) (17.5%) Northland Cranberries, Inc. (30.0%) N/A N/A AG INPUTS Delta and Pine Land Co. (7.5%) 0.9% (3.4%) PROTEIN Cal-Maine Foods, Inc. 4.0% 12.0% 43.5% Sanderson Farms, Inc. 10.8% 60.5% N/A High 25.5% 60.5% 153.7% Median 5.2% 8.9% 26.5% Mean 4.1% 18.7% 52.3% Low (30.0%) (5.9%) (17.5%)
[MORGAN JOSEPH LOGO] PROJECT SPAWN \ SEPTEMBER 26, 2003 9 Preliminary Valuation Methodologies Publicly-Traded Comparable Company Analysis DRAFT VALUATION & LEVERAGE STATISTICS:
($ millions, except per share data) EQUITY MKT CAP / ENTERPRISE VALUE / LTM ---------------- EPS ESTIMATES (6) PROJECTED P/E ------------------------- NET BOOK ----------------- ---------------- COMPANY SALES EBITDA EBIT INCOME VALUE 2003 2004 2003 2004 - ------- ----- ------ ---- ------ ----- ---- ---- ---- ---- SYLVAN INC. (5) 0.9 X 7.0 X 17.5 X 27.2 X 1.0 X N/A N/A N/A N/A GRAIN HANDLING & PROCESSING Archer-Daniels-Midland Co. 0.4 x 8.6 x 15.7 x 18.1 x 1.2 x 0.77 0.96 16.8 x 13.4 x Bunge Limited 0.3 x 5.4 x 6.5 x 7.4 x 1.3 x 2.54 2.85 10.8 x 9.6 x FRUITS & VEGETABLES Chiquita Brands Int'l, Inc. 0.4 x 7.1 x 10.6 x N/M 1.0 x 1.91 2.68 9.4 x 6.7 x Fresh Del Monte Produce Inc. 0.6 x 4.7 x 6.0 x 5.9 x 1.6 x 3.79 4.03 6.6 x 6.2 x Hines Horticulture, Inc. 1.0 x 6.0 x 7.3 x 4.3 x 1.4 x N/A N/A N/A N/A Northland Cranberries, Inc. 0.9 x 7.8 x 11.8 x 5.5 x 1.2 x N/A N/A N/A N/A AG INPUTS Delta and Pine Land Co. 2.8 x 11.1 x 12.4 x 27.7 x 3.9 x 1.05 1.29 21.6 x 17.5 x PROTEIN Cal-Maine Foods, Inc. 0.5 x 4.9 x 8.0 x 7.1 x 1.3 x N/A N/A N/A N/A Sanderson Farms, Inc. 0.5 x 5.0 x 6.9 x 12.6 x 2.5 x N/A N/A N/A N/A ALL COMPARABLES High 2.8 x 11.1 x 15.7 x 27.7 x 3.9 x 3.79 4.03 21.6 x 17.5 x Median 0.5 x 6.0 x 8.0 x 7.2 x 1.3 x 1.91 2.68 10.8 x 9.6 x Mean 0.8 x 6.7 x 9.5 x 11.1 x 1.7 x 2.01 2.36 13.0 x 10.7 x Low 0.3 x 4.7 x 6.0 x 4.3 x 1.0 x 0.77 0.96 6.6 x 6.2 x BEST COMPARABLES (9) High 1.0 x 8.6 x 15.7 x 18.1 x 1.6 x 3.79 4.03 16.8 x 13.4 x Median 0.5 x 6.6 x 8.9 x 5.9 x 1.2 x 2.23 2.77 10.1 x 8.1 x Mean 0.6 x 6.6 x 9.6 x 8.2 x 1.3 x 2.25 2.63 10.9 x 9.0 x Low 0.3 x 4.7 x 6.0 x 4.3 x 1.0 x 0.77 0.96 6.6 x 6.2 x

($ millions, except per share data) LEVERAGE STATISTICS -------------------------------- 2004 P/E / DEBT / 5 YR. EPS EBITDA / DEBT / EQUITY MKT COMPANY GROWTH (7) ROIC (8) INTEREST EBITDA CAP - ------- ---------- -------- -------- ------ ---------- SYLVAN INC. (5) N/A 14.0% 7.5 X 3.0 X 69.5% GRAIN HANDLING & PROCESSING Archer-Daniels-Midland Co. 159.7% 11.6% 6.0 x 3.6 x 62.2% Bunge Limited 105.0% 21.0% 42.0 x 2.8 x 112.3% FRUITS & VEGETABLES Chiquita Brands Int'l, Inc. 55.5% 11.9% 2.9 x 3.3 x 66.9% Fresh Del Monte Produce Inc. 82.5% 31.5% 27.2 x 0.2 x 3.8% Hines Horticulture, Inc. N/A 17.9% 2.0 x 4.5 x 292.2% Northland Cranberries, Inc. N/A 12.8% 5.7 x 4.0 x 91.5% AG INPUTS Delta and Pine Land Co. 184.1% 30.6% N/A 0.0 x 0.2% PROTEIN Cal-Maine Foods, Inc. N/A 21.9% 5.3 x 3.0 x 149.9% Sanderson Farms, Inc. N/A 41.5% 32.8 x 0.5 x 9.9% ALL COMPARABLES High 184.1% 41.5% 42.0 x 4.5 x 292.2% Median 105.0% 21.0% 5.8 x 3.0 x 66.9% Mean 117.4% 22.3% 15.5 x 2.5 x 87.7% Low 55.5% 11.6% 2.0 x 0.0 x 0.2% BEST COMPARABLES (9) High 159.7% 31.5% 42.0 x 4.5 x 292.2% Median 93.7% 15.4% 5.8 x 3.5 x 79.2% Mean 100.7% 17.8% 14.3 x 3.1 x 104.8% Low 55.5% 11.6% 2.0 x 0.2 x 3.8%
(1) Excludes non-recurring and extraordinary items. (2) Fully-diluted using the treasury-stock method. (3) EBITDA = income from operations plus the sum of depreciation, amortization and non-cash stock option compensation. (4) Historical results have not been adjusted to reflect the discontinuation of goodwill amortization. (5) Sylvan is shown for illustrative purposes only and is not included in high, median, mean and low calculations. (6) Earnings estimates are from First Call, where available, and calendarized, where appropriate. (7) Growth rates are from Bloomberg, where available. (8) ROIC = EBITDA divided by the sum of total equity and total debt. (9) Best comparables include ADM, BG, CQB, FDP, HORT and NRCNA. [MORGAN JOSEPH LOGO] PROJECT SPAWN \ SEPTEMBER 26, 2003 10 Preliminary Valuation Methodologies Comparable Transaction Analysis DRAFT
ANNOUNCEMENT DATE ACQUIROR ENTERPRISE VALUE MULTIPLES: EQUITY --------------------------- CLOSING DATE TARGET EQUITY ENTERPRISE PREMIUM VALUE TO: LTM LTM LTM CONSIDERATION TARGET BUSINESS VALUE VALUE PAID LTM NI REVENUE EBITDA EBIT - ------------- --------------- ----- ----- ---- ------ ------- ------ ---- 8/29/2003 Venture Group n/a n/a n/a n/a n/a n/a n/a 8/29/2003 Packers of Indian River Ltd. (Chiquita Brands International Inc.) Cash Producer and wholesaler of fresh and processed citrus products 8/18/2003 Tyson Foods Inc. $74.0 $74.0 n/a 0.3x n/a n/a n/a Pending Choctaw Maid Farms Inc. n/a Producer and manufacturer of wholesale poultry products 8/18/2003 BC Natural Foods LLC n/a n/a n/a n/a n/a n/a n/a 8/18/2003 Penn Valley Farms n/a Owner and operator of poultry farms 6/9/2003 Pilgrims Pride Corp 302.7 597.3 n/a n/a 0.3x 23.1x n/a Pending ConAgra Foods Inc-Chicken Business Cash/Stock /Sub. Notes Producer of meat, eggs, and cooking oil 2/4/2003 Riviana Foods Inc. 25.3 25.3 n/a n/a 0.7x n/a n/a 2/10/2003 ACH Rice Specialties Business (Associated British Foods Plc) Cash Producer and marketer of rice products 12/13/2002 Savia, S.A. de C.V. 384.4 650.0 50.6% 126.0x 1.4x 8.0x 14.1x 9/30/2003 Seminis, Inc. Cash Producer and marketer of fruit and vegetable seeds 9/22/2002 Investor Group 2,017.8 2,500.0 36.8% 13.1x 0.6x 6.6x 9.1x 3/31/2003 Dole Food Co., Inc. Cash Producer and marketer of fresh fruit and vegetables 8/17/2001 Nippon Suisan 175.0 175.0 n/a n/a 0.7x 8.8x n/a 10/2/2001 Gorton's & Bluewater Seafoods Cash Producers of frozen seafood 1/23/2001 Hormel Foods Corp 334.4 334.4 n/a 16.0x 1.0x n/a 10.0x 2/26/2001 The Turkey Store Co. (d/b/a Jerome Foods, Inc.) Cash Producer of poultry, food products 9/27/2000 Pilgrim's Pride Corp. 234.5 280.0 105.4% 65.2x 0.3x 10.2x 31.2x 1/28/2001 WLR Foods, Inc. Cash Producer of poultry products
[MORGAN JOSEPH LOGO] PROJECT SPAWN \ SEPTEMBER 26, 2003 11 Preliminary Valuation Methodologies Comparable Transactions Analysis DRAFT
ANNOUNCEMENT DATE ACQUIROR EQUITY ENTERPRISE VALUE MULTIPLES: CLOSING DATE TARGET EQUITY ENTERPRISE PREMIUM VALUE TO: LTM LTM LTM CONSIDERATION TARGET BUSINESS VALUE VALUE PAID LTM NI REVENUE EBITDA EBIT - ------------- --------------- ----- ----- ---- ------ ------- ------ ---- 8/9/2000 Lesaffre et Compagnie $113.0 $113.0 n/a n/a 0.9 x n/a n/a 2/26/2001 Red Star Yeast and Products (Sensient Technologies Corp.) Cash Supplier of yeast to commercial bakery 12/20/1999 Money's Mushrooms Ltd. 50.0 50.0 n/a n/a 0.4 x n/a n/a 2/1/2000 Fresh Mushrooms Business (Vlasic Foods Int'l Inc.) Cash Producer of fresh mushrooms 12/6/1999 ConAgra, Inc. 360.0 376.0 n/a n/a 0.8 x n/a 11.1 x 1/3/2000 Seaboard Farms (Seaboard Corp.) Cash Producer of poultry products 9/15/1999 Cal-Maine Foods, Inc. 36.2 36.2 n/a 13.4 x 0.7 x 6.5 x 9.1 x 9/30/1999 Smith Farms, Inc. Cash Owns and operates egg farms 7/15/1999 Reservoir Capital Group LLC 72.2 153.8 8.7% 36.8 x 1.2 x 10.0 x 21.7 x 11/2/1999 Orange-co., Inc. Cash Producer of citrus fruit, juices 7/2/1999 Investor Group 95.2 119.6 (12.8%) 18.0 x 0.8 x 6.5 x 11.7 x 9/7/1999 Maui Land & Pineapple Co., Inc. n/a Producer of pineapples 5/14/1999 Pictsweet LLC 23.8 72.6 36.6% 39.3 x 0.4 x 5.9 x 13.9 x 9/23/1999 United Foods, Inc. Cash Producer and marketer of frozen fruits, vegetables Summary Multiples: Median 36.7% 18.0 x 0.7 x 8.0 x 11.7 x Mean 37.6% 36.4 x 0.7 x 9.5 x 14.7 x Low (12.8%) 0.3 x 0.3 x 5.9 x 9.1 x High 105.4% 126.0 x 1.4 x 23.1 x 31.2 x
Source: Thomson Financial, SEC filings and company press releases. Data includes transactions announced between January 1, 1999 and September 19, 2003. [MORGAN JOSEPH LOGO] PROJECT SPAWN \ SEPTEMBER 26, 2003 12 Preliminary Valuation Methodologies Discounted Cash Flow Analysis DRAFT HISTORICAL AND PROJECTED CASH FLOWS ($ in millions except per share data)
Fiscal Year End December, HISTORICAL CAGR PROJECTED (A) CAGR -------------------- ----- ------------------------------------------- ----- 2001 2002 2003 01-03 2004 2005 2006 2007 2008 04-08 ---- ---- ---- ----- ---- ---- ---- ---- ---- ----- Net Sales $85.9 $88.2 $95.9 5.6% $96.9 $97.7 $100.6 $103.6 $106.7 2.5% % Growth - 2.7% 8.7% 1.0% 0.8% 3.0% 3.0% 3.0% EBITDA 17.2 14.9 13.0 -13.1% 14.2 14.3 16.7 18.8 19.4 8.1% % of Sales 20.0% 16.9% 13.6% 14.6% 14.7% 16.6% 18.1% 18.1% EBIT 11.6 9.0 6.1 -27.6% 7.6 8.1 10.8 13.1 13.8 16.0% % of Sales 13.5% 10.2% 6.3% 7.9% 8.3% 10.7% 12.6% 12.9% Less: Taxes @ 35% (4.1) (3.2) (2.1) (2.7) (2.8) (3.8) (4.6) (4.8) ---- ---- ----- ---- ---- ---- ---- ----- UNLEVERED NET INCOME 7.6 5.9 4.0 -27.6% 5.0 5.3 7.0 8.5 9.0 16.0% Plus: Depreciation and Amortization 5.6 5.8 6.9 6.5 6.2 5.9 5.7 5.5 6.5% 6.6% 7.2% 6.7% 6.3% 5.9% 5.5% 5.2% Less: Capital Expenditures (4.1) (3.4) (3.9) (3.9) (3.9) (3.9) (3.9) (3.9) 4.8% 3.9% 4.0% 0.0 0.0 0.0 0.0 0.0 Less: Increase in Working Capital (2.9) (1.6) 3.0 1.8 (0.2) (0.5) (0.6) (0.7) 3.3% 1.9% -3.1% -1.9% 0.2% 2.0% 2.0% 2.0% ---- ---- ----- ---- ---- ---- ---- ----- UNLEVERED FREE CASH FLOW $6.2 $6.7 $10.0 27.4% $9.5 $7.5 $8.6 $9.8 $10.0 1.4% ==== ==== ===== ==== ==== ==== ==== =====
DISCOUNTED CASH FLOW VALUATION ANALYSIS
12.0% 13.0% 14.0% Discount Rate ------------------------ --------------------------- --------------------------- Terminal EBITDA Multiple 5.0x 5.5x 6.0x 5.0x 5.5x 6.0x 5.0x 5.5x 6.0x EBITDA $19.4 $19.4 $19.4 $19.4 $19.4 $19.4 $19.4 $19.4 $19.4 Terminal Value 96.8 106.5 116.2 96.8 106.5 116.2 96.8 106.5 116.2 PV Terminal Value 54.9 60.4 65.9 52.5 57.8 63.0 50.3 55.3 60.3 PV Free Cash Flows 32.4 32.4 32.4 31.6 31.6 31.6 30.8 30.8 30.8 ------ ------ ------ ----- ------ ------ ----- ------ ------ IMPLIED ENTERPRISE VALUE $87.3 $92.8 $98.3 $84.1 $89.4 $94.7 $81.1 $86.1 $91.2 ====== ====== ====== ===== ====== ====== ===== ====== ====== Less: Net Debt (D) (31.3) (31.3) (31.3) (31.3) (31.3) (31.3) (31.3) (31.3) (31.3) Less: Minority Interest (D) (2.1) (2.1) (2.1) (2.1) (2.1) (2.1) (2.1) (2.1) (2.1) ------ ------ ------ ----- ------ ------ ----- ------ ------ EQUITY VALUE $53.9 $59.4 $64.9 $50.7 $55.9 $61.2 $47.7 $52.7 $57.7 Shares Outstanding (mm) 5.1 5.1 5.1 5.1 5.1 5.1 5.1 5.1 5.1 ------ ------ ------ ----- ------ ------ ----- ------ ------ EQUITY VALUE PER SHARE $10.47 $11.54 $12.61 $9.85 $10.88 $11.90 $9.26 $10.24 $11.22 ====== ====== ====== ===== ====== ====== ===== ====== ====== ENTERPRISE VALUE AS A MULTIPLE OF 2003E: Net Sales 0.91x 0.97x 1.03x 0.88x 0.93x 0.99x 0.85x 0.90x 0.95x EBITDA 6.72x 7.14x 7.56x 6.47x 6.88x 7.28x 6.24x 6.62x 7.01x EBIT 14.35x 15.25x 16.16x 13.83x 14.69x 15.55x 13.33x 14.15x 14.98x
(a) Based upon Management estimates dated September 23, 2003. Includes $1.1 million of public company expenses. Assumes an Euro to U.S. Dollar exchange rate of 1.09. (b) Based on July 2003 Balance Sheet. [MORGAN JOSEPH LOGO] PROJECT SPAWN \ SEPTEMBER 26, 2003 13 Preliminary Valuation Methodologies Leveraged Buyout Analysis DRAFT LBO TRANSACTION SUMMARY IMPLIED IRR = 25.03% PURCHASE PRICE: Equity value $48.0 Plus: debt 35.7 Less: cash (4.4) ------ Enterprise value $79.4 ====== PURCHASE MULTIPLES: Enterprise value / 2003 revenue 0.8x Enterprise value / 2003 EBITDA 5.6x IMPLIED PRICE PER SHARE: $ 9.34 ------ USES: Equity purchase price $48.0 Refinance existing debt 35.7 Transaction expenses 3.2 ------ $87.0 ====== OWNERSHIP: Financial sponsor 82.0% Management 10.0% Sub-debt 8.0% SOURCES: Excess cash $2.4 Bank debt 42.3 Assumed debt 17.6 Financial sponsor equity 24.6 ------ $87.0 ====== LEVERAGE STATISTICS: Bank debt / 2003 EBITDA 3.0x Total debt / 2003 EBITDA 4.2x 2003 EBITDA / Interest 3.4x (2003 EBITDA - CapEx) / Interest 2.1x 2004 EBITDA / Interest 1.9x (2004 EBITDA - CapEx) / Interest 2.5x

LBO TRANSACTION SUMMARY IMPLIED IRR = 30.04% PURCHASE PRICE: Equity value $41.6 Plus: debt 35.7 Less: cash (4.4) ------ Enterprise value $72.9 ====== PURCHASE MULTIPLES: Enterprise value / 2003 revenue 0.8x Enterprise value / 2003 EBITDA 5.2x IMPLIED PRICE PER SHARE: $ 8.09 ------ USES: Equity purchase price $41.6 Refinance existing debt 35.7 Transaction expenses 3.2 ------ $80.6 ====== OWNERSHIP: Financial sponsor 82.5% Management 10.0% Sub-debt 7.5% SOURCES: Excess cash $2.4 Bank debt 42.3 Assumed debt 17.6 Financial sponsor equity 18.2 ------ $80.6 ====== LEVERAGE STATISTICS: Bank debt / 2003 EBITDA 3.0x Total debt / 2003 EBITDA 4.2x 2003 EBITDA / Interest 3.4x (2003 EBITDA - CapEx) / Interest 2.1x 2004 EBITDA / Interest 1.9x (2004 EBITDA - CapEx) / Interest 2.5x

~~NOTE: Analysis based on management estimates, anticipated financing parameters and required returns. [MORGAN JOSEPH LOGO] PROJECT SPAWN \ SEPTEMBER 26, 2003 14~~ EX-99.C.7 9 j0476002exv99wcw7.txt SPECIAL COMMITTEE DISCUSSION MATERIALS 11/11/03 Exhibit (c)(7) CONFIDENTIAL Discussion Materials For The Special Committee of [SYLVAN LOGO] November 11, 2003 LANE,BERRY & CO. International [SYLVAN LOGO] DISCLAIMER - THE FOLLOWING MATERIALS HAVE BEEN PREPARED BY LANE, BERRY & CO. INTERNATIONAL ("LBCI") AS PART OF A PRESENTATION BEING MADE TO AND AT THE REQUEST OF THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF SYLVAN INC. ("SYLVAN" OR THE "COMPANY"). - IN PREPARING THIS PRESENTATION, WE HAVE ASSUMED AND RELIED, UPON THE ACCURACY AND COMPLETENESS OF THE FINANCIAL AND OTHER INFORMATION SUPPLIED OR OTHERWISE MADE AVAILABLE TO US FROM PUBLIC SOURCES OR BY THE COMPANY AND HAVE NOT INDEPENDENTLY VERIFIED SUCH INFORMATION. WE HAVE NEITHER OBTAINED NOR PERFORMED ANY INDEPENDENT VALUATION OR APPRAISAL OF THE ASSETS OR LIABILITIES OF THE COMPANY. IN ADDITION, THE COMPANY HAS NOT REQUESTED AND WE HAVE NOT PERFORMED A LIQUIDATION ANALYSIS. - PLEASE NOTE THAT THIS PRESENTATION IS BASED ON ECONOMIC, MARKET AND OTHER CONDITIONS AS IN EFFECT ON, AND THE INFORMATION AND AGREEMENTS (OR DRAFTS THEREOF) MADE AVAILABLE TO US AS OF, THE DATE HEREOF AND DOES NOT PURPORT TO TAKE INTO CONSIDERATION SUBSEQUENT DEVELOPMENTS WHICH MAY AFFECT THE INFORMATION PRESENTED HEREIN. LBCI DOES NOT HAVE ANY OBLIGATION TO UPDATE, REVISE, OR REAFFIRM THE INFORMATION PRESENTED HEREIN. - THIS PRESENTATION HAS BEEN PREPARED FOR THE BENEFIT AND USE OF THE SPECIAL COMMITTEE IN CONNECTION WITH AND FOR THE PURPOSES OF ITS EVALUATION OF THE PROPOSED TRANSACTION AND IS NOT ON BEHALF OF, AND SHALL NOT CONFER RIGHTS OR REMEDIES UPON, ANY PERSON OTHER THAN THE SPECIAL COMMITTEE. - IN ADDITION, THIS PRESENTATION DOES NOT CONSTITUTE AN OPINION OR RECOMMENDATION TO A STOCKHOLDER OF THE COMPANY ON HOW TO VOTE WITH RESPECT TO THE PROPOSED TRANSACTION. FURTHER, WE DO NOT ADDRESS THE RELATIVE MERITS OF THE PROPOSED TRANSACTION COMPARED WITH OTHER BUSINESS STRATEGIES OR ALTERNATIVE TRANSACTIONS THAT MIGHT BE AVAILABLE TO THE COMPANY, THE COMPANY'S UNDERLYING BUSINESS DECISION TO PROCEED OR EFFECT THE PROPOSED TRANSACTION, OR ANY OTHER ASPECT OF THE PROPOSED TRANSACTION. LANE,BERRY & CO. International 2 [SYLVAN LOGO] AGENDA 1. EXECUTIVE SUMMARY 2. SUMMARY OF PROPOSED TRANSACTION 3. SUMMARY BACKGROUND OF PROPOSED TRANSACTION 4. OVERVIEW OF SYLVAN 5. ANALYSIS OF PROPOSED TRANSACTION 6. VALUATION OVERVIEW 7. CONCLUSION LANE,BERRY & CO. International 3 [SYLVAN LOGO] EXECUTIVE SUMMARY LANE,BERRY & CO. International 4 [SYLVAN LOGO] INTRODUCTION - LANE, BERRY & CO. INTERNATIONAL ("LBCI") HAS BEEN ASKED BY THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS (THE "SPECIAL COMMITTEE") OF SYLVAN INC. ("SYLVAN" OR THE "COMPANY") TO OPINE AS TO THE FAIRNESS, FROM A FINANCIAL POINT OF VIEW, OF THE CASH CONSIDERATION TO BE RECEIVED BY THE HOLDERS (OTHER THAN DENNIS ZENSEN, VIRGIL JURGENSMEYER, ROGER CLAYPOOLE, SNYDER ASSOCIATED COMPANIES, INC., SAC HOLDING COMPANY AND THEIR RESPECTIVE AFFILIATES) OF SYLVAN'S COMMON STOCK (THE "COMMON STOCKHOLDERS") PURSUANT TO THE MERGER (AS DESCRIBED IN THE DRAFT AGREEMENT AND PLAN OF MERGER DATED NOVEMBER 7, 2003 (THE "MERGER AGREEMENT"), AMONG THE COMPANY, SNYDER ASSOCIATED COMPANIES, INC. ("PARENT" OR THE "SNYDER GROUP") AND SAC HOLDING COMPANY ("SUB")) (THE "PROPOSED TRANSACTION") - IN CONDUCTING OUR ANALYSIS, WE HAVE ANALYZED, AMONG OTHER THINGS, THE FOLLOWING: - The Merger Agreement - The results of the first sales process conducted by LBCI between April 2002 and December 2002 - The results of the second sales process conducted between April 2003 and November 2003 - The Company's Annual Reports on Form 10-K and the Company's Quarterly Reports on Form 10-Q - Certain internal information and other data relating to the Company, including standalone forecasts and projections prepared and provided to us by management of the Company - Certain other publicly available information concerning the Company and the trading markets for the Company's common stock - Certain publicly available information concerning other companies engaged in businesses which we believe to be generally comparable to the Company and the trading markets for certain of such other companies - Certain publicly available information concerning the terms of recent business combinations which we believe to be relevant - WE HAVE ALSO INTERVIEWED CERTAIN SENIOR MANAGEMENT OF THE COMPANY CONCERNING THE BUSINESS AND OPERATIONS, PRESENT CONDITION AND FUTURE PROSPECTS OF THE COMPANY AND UNDERTOOK OTHER STUDIES, ANALYSES AND INVESTIGATIONS AS WE DEEMED APPROPRIATE UNDER THE CIRCUMSTANCES LANE,BERRY & CO. International 5 [SYLVAN LOGO] EXECUTIVE SUMMARY - SUMMARY OF PROPOSED TRANSACTION - The Snyder Group has proposed to purchase all the outstanding shares of common stock (not owned by Parent or any subsidiary of Parent), par value $0.001 per share (the "Common Stock"), in a one-step cash merger - After the Proposed Transaction, Sylvan will become a privately held corporation - CONSIDERATION FOR THE PROPOSED TRANSACTION - At the effective time, i.e. the date of consummation of the Proposed Transaction, the Common Stockholders will receive $12.25 in cash for each share of Common Stock (the "Merger Consideration") which aggregates to $64.2 million - The Snyder Group is expected to contribute up to $56.5 million as equity (1) - Roger Claypoole is expected to contribute up to $1.0 million as equity (1) - Sylvan management is expected to contribute up to $9.2 million through a rollover of a portion or all of its equity (1) - The remaining source of funds will come from Citizens Bank or an alternative senior lender (1) - PROCESS & TIMING OF THE PROPOSED TRANSACTION - Sign the definitive Merger Agreement on November 11, 2003 - File proxy statement with the SEC by November 25, 2003 - Receive approval from the SEC and mail proxies to the stockholders by late December 2003 or early January 2004 - Hold special meeting and stockholder vote by late January 2004 or early February 2004 - Proposed Transaction closes during Q1'2004 (1) Per the Snyder Group's proposed sources and uses of funds. LANE,BERRY & CO. International 6 [SYLVAN LOGO] SUMMARY OF PROPOSED TRANSACTION LANE,BERRY & CO. International 7 [SYLVAN LOGO] SUMMARY OF KEY TERMS OF THE PROPOSED TRANSACTION THE PROPOSED TRANSACTION INCLUDES THE FOLLOWING KEY ELEMENTS WHICH ARE TAKEN FROM THE DRAFT MERGER AGREEMENT DATED AS OF NOVEMBER 7, 2003 BY AND AMONG THE COMPANY, PARENT AND SUB: MERGER CONSIDERATION - The Common Stockholders receive $12.25 in cash for each share of Common Stock - Sylvan management is expected to contribute up to $9.2 million through a rollover of a portion or all of its equity - All outstanding and unexercised options to purchase shares of Common Stock that have exercise prices less than the Merger Consideration (as defined in the Merger Agreement) shall be cancelled and exchanged for the right to receive a cash amount equal to the difference between the Merger Consideration and the per share exercise price of such option TRANSACTION STRUCTURE - Reverse triangular merger (i.e. merger of Sub, a wholly owned subsidiary of Parent, with and into the Company, with the Company being the surviving entity) PRINCIPAL CONDITIONS TO CLOSING - Stockholder vote approval - Wynnefield Capital and Steel Partners must sign a voting agreement simultaneously with the signing of the definitive Merger Agreement Customary representations and warranties of the - Company, Parent and Sub remain true and correct with only such exceptions as do not in the aggregate have a material adverse effect (as defined in the Merger Agreement) - Since June 30, 2003, there shall not have been any change, circumstance or event which constitutes, has resulted in, or that would reasonably be likely to result in, a material adverse effect (as defined in the Merger Agreement) - Other customary approvals, consents, waivers and clearances (e.g. HSR) LANE,BERRY & CO. International 8 [SYLVAN LOGO] SUMMARY OF KEY TERMS OF THE PROPOSED TRANSACTION (CONT'D) THE PROPOSED TRANSACTION INCLUDES THE FOLLOWING KEY ELEMENTS WHICH ARE TAKEN FROM THE DRAFT MERGER AGREEMENT DATED AS OF NOVEMBER 7, 2003 BY AND AMONG THE COMPANY, PARENT AND SUB: TERMINATION/BREAK-UP FEE - The Merger Agreement may be terminated and the Proposed Transaction may be abandoned, at any time prior to the Effective Time, in the following circumstances: - By mutual written agreement of the Company, Parent and Sub - By either the Company or Parent if the Merger Agreement is not approved and adopted by the Common Stockholders - By judgment or injunction - By material breach of either Parent or Company - By either the Company or Parent if the Proposed Transaction has not been consummated on or before May 1, 2004 - Upon the occurrence of certain events listed below, the Merger Agreement will be terminated and the Company will pay $2.0 million as a break-up fee to Parent and will pay up to $500,000 to Parent for expense reimbursements: - Lack or withdrawal of Board of Directors or Special Committee recommendation - No stockholder meeting is held within 30 business days of proxy's clearance with the SEC - The Company enters into a Superior Proposal (as defined within the Merger Agreement) - Consummation of certain transactions within 12 months of termination pursuant to lack of stockholder approval - Parent shall be entitled to expense reimbursement in the event the Merger Agreement is not approved and adopted by the Common Stockholders LANE,BERRY & CO. International 9 [SYLVAN LOGO] SUMMARY BACKGROUND OF PROPOSED TRANSACTION LANE,BERRY & CO. International 10 [SYLVAN LOGO] BACKGROUND OF PROPOSED TRANSACTION APRIL 2002 - Special Committee retains LBCI to explore strategic alternatives - LBCI performs business and financial due diligence MAY 2002 - LBCI continues to perform business and financial due diligence - Sylvan issues a press release announcing the exploration of strategic alternatives process - Sylvan holds its stockholder meeting and LBCI provides an update to the Board of Directors JUNE 2002 - Special Committee decides to run a targeted sales process - LBCI together with the Company prepares sales process materials JULY 2002 - LBCI together with the Company receives final approval from the Board of Directors regarding the sales process materials - LBCI begins making calls to prospective buyers AUGUST 2002 - LBCI continues to make calls to prospective buyers; 35 parties were contacted - LBCI communicates bidding process and deadline to prospective buyers SEPTEMBER 2002 - Deadline for submitting non-binding indications of interest - Sylvan receives one non-binding indication of interest from American Securities Capital Partners at $10.00 - $11.00 per share - LBCI presents to the Board of Directors regarding the sales process and future strategic alternatives OCTOBER 2002 - Sylvan receives a second non-binding indication of interest from Cadigan Investment Partners at $12.50 - $13.50 per share (Cadigan Investment Partners subsequently verbally rescinded this non-binding indication of interest) - Dissatisfied with offers received, Sylvan issues a press release announcing a major share repurchase program and the completion of its review of strategic alternatives NOVEMBER 2002 - Sylvan announces Q3'02 financial results and lower 2002 earnings expectations due partially to increased competitive pressures in spawn operations DECEMBER 2002 - Sylvan terminates engagement with LBCI APRIL 2003 - Wynnefield Capital and Steel Partners announce in a 13D filing that they have formed a group and intend to nominate a new slate of directors through a proxy solicitation process - Sylvan issues a press release announcing that it received a non-binding indication of interest from the Snyder Group to acquire the Company at $11.00 per share and announces the formation of the Special Committee - Special Committee retains LBCI and Morgan Joseph as financial advisors - Wynnefield Capital and Steel Partners announce in a 13D filing that they will not agree to vote their shares in favor of the proposed Snyder Group buyout - LBCI and Morgan Joseph perform business and financial due diligence Special Committee decides to run a second sales process - LBCI and Morgan Joseph together with the Company prepare sales process materials LANE,BERRY & CO. International 11 [SYLVAN LOGO] BACKGROUND OF PROPOSED TRANSACTION (CONT'D) MAY 2003 - LBCI and Morgan Joseph receive final approval from the Special Committee regarding the sales process materials - LBCI and Morgan Joseph begin making calls to prospective buyers JUNE 2003 - LBCI and Morgan Joseph continue making calls to prospective buyers; 73 prospective buyers are contacted - The Snyder Group issues a press release announcing the official withdrawal of its non-binding indication of interest - LBCI and Morgan Joseph communicate bidding process and deadline to prospective buyers JULY 2003 - Deadline for submitting non-binding indication of interest - Sylvan receives four non-binding indications of interest from the following parties: American Securities Capital Partners, Key Kosmont, Lake Pacific Partners and The Tokarz Group (affiliated with Cadigan Investment Partners) - Special Committee decides to continue discussions with Lake Pacific Partners on an exclusive basis due to the superiority of their offer - Lake Pacific Partners performs financial, business and legal due diligence - Lake Pacific Partners receives a draft merger agreement AUGUST 2003 - Lake Pacific Partners continues to perform financial, business and legal due diligence - Lake Pacific Partners submits a revised non-binding indication of interest calling for a two-tiered offer, increasing from $11.50 per share for all stockholders to $12.00 per share for the outside stockholders and $11.50 per share for the inside stockholders (as defined in their offer) SEPTEMBER 2003 - Lake Pacific Partners continues to perform financial, business and legal due diligence - Lake Pacific Partners, the Special Committee and their respective counsels continue to negotiate the merger agreement OCTOBER 2003 - State of Wisconsin Investment Board, a Lake Pacific Partners financing source, decides not to participate in the Proposed Transaction - Lake Pacific Partners' period of exclusivity expires - Lake Pacific Partners actively looks for an alternative source of financing - The Snyder Group verbally indicates that it has interest in acquiring the Company; however, refuses to formally engage with the Special Committee NOVEMBER 2003 - Lake Pacific Partners receives commitments from John Hancock Life Insurance Company and Wingate Partners to serve as financing sources in their bid to acquire the Company - The Snyder Group expresses interest to the Special Committee at $12.25 cash per share for all Common Stockholders - Lake Pacific Partners orally expresses offer to acquire all of the Common Stock at $12.50 cash per share subject to mutually acceptable management agreement with Dennis Zensen - Negotiations continue with both interested parties LANE,BERRY & CO. International 12 [SYLVAN LOGO] OVERVIEW OF SYLVAN LANE,BERRY & CO. International 13 [SYLVAN LOGO] KEY PERFORMANCE METRICS
($ in millions) 2000 2001 2002 2003 (1) ------------------------ ---------------------------------------- Old Wrap. New Wrap. Rev. 2003 Current Actual Actual Actual Proj. Proj. Proj. Proj. ------------------------ ---------------------------------------- Net Sales $85.9 $85.9 $88.2 $88.9 $97.0 $97.4 $95.9 Cost of Sales 47.9 49.8 52.1 53.0 61.9 62.6 61.3 ----- ----- ----- ----- ----- ----- ----- Gross Profit 38.0 36.1 36.1 35.9 35.1 34.8 34.5 Selling and Administration 19.5 18.0 19.4 17.7 19.7 20.6 20.5 Private Company Expenses and Fees -- -- -- -- -- -- -- Research and Development 1.8 1.7 2.0 1.9 1.2 1.2 1.2 Depreciation 5.2 5.4 5.6 5.7 5.6 6.3 6.3 ----- ----- ----- ----- ----- ----- ----- Operating Income 11.5 11.0 9.1 10.6 8.5 6.6 6.5 Depreciation 5.2 5.4 5.6 5.7 5.6 6.3 6.3 Other Amortization/Non-Cash Items (2) 0.7 0.8 0.2 0.2 0.9 1.1 0.3 ----- ----- ----- ----- ----- ----- ----- EBITDA 17.4 17.2 14.9 16.5 15.1 14.0 13.1 Plus: Public Company Expenses 0.7 0.7 0.7 1.3 Plus: Management Annuity Expense (3) 0.4 0.4 0.4 0.4 Less: Non-Cash Pension-Related Items (2) -- (0.7) (0.7) -- Less: Private Company Expenses and Fees (0.2) (0.2) (0.2) (0.2) ----- ----- ----- ----- Adjusted EBITDA (Assumed private ownership) 17.4 15.3 14.2 14.5

($ in millions) YTD September 2003 -------------------------- Actual Revised Var. -------------------------- Net Sales $69.8 $69.6 0.3% Cost of Sales 44.0 43.9 (0.1%) ----- ----- --- Gross Profit 25.8 25.7 (0.5%) Selling and Administration 15.5 15.6 1.0% Private Company Expenses and Fees -- -- -- Research and Development 1.1 1.1 (5.4%) Depreciation 4.7 4.6 (0.8%) ----- ----- --- Operating Income 4.5 4.4 4.2% Depreciation 4.7 4.6 (0.8%) Other Amortization/Non-Cash Items (2) 0.1 0.2 19.7% ----- ----- --- EBITDA 9.4 9.2 2.0% Plus: Public Company Expenses Plus: Management Annuity Expense (3) Less: Non-Cash Pension-Related Items (2) Less: Private Company Expenses and Fees Adjusted EBITDA (Assumed private ownership)
(1) The Old Wrapper Projections are from September 2002; the New Wrapper Projections are from May 2003; the Revised 2003 Projections are from June 2003; the Current Projections are from November 2003. (2) The New Wrapper and the Revised Projections added back non-cash pension related expense to devise EBITDA. We deducted it to allow Adjusted EBITDA for the various projections to be comparable. Additionally, YTD September 2003 Amortization expense is an estimate. (3) Under private ownership, Management Annuity expenses of $400K forecasted in each model are assumed to be eliminated, which is reflected in the Adjusted EBITDA figures. LANE,BERRY & CO. International 14 [SYLVAN LOGO] KEY PERFORMANCE METRICS (CONT'D)
($ in millions) 2004 (1) 2005 (1) --------------------------- ---------------------------- New Wrap. Current New Wrap. Current Proj. Proj. Var. Proj. Proj. Var. -------- ------- ------ --------- ------- ------ Net Sales $ 99.4 $ 96.9 (2.6%) $101.5 $ 97.7 (3.8%) Cost of Sales 62.7 61.5 2.0% 63.4 61.8 2.5% ------ ------ ------ ------ ------ ------ Gross Profit 36.7 35.4 (3.5%) 38.1 35.9 (5.9%) Selling and Administration 20.3 19.5 4.1% 20.7 19.6 5.5% Private Company Expenses and Fees -- 0.2 NM -- 0.2 NM Research and Development 1.3 1.3 0.4% 1.3 1.3 2.3% Depreciation 5.5 6.3 (15.6%) 5.3 6.0 (12.1%) ------ ------ ------ ------ ------ ------ Operating Income 9.6 8.1 (15.5%) 10.8 8.8 (18.1%) Depreciation 5.5 6.3 (15.6%) 5.3 6.0 (12.1%) Other Amortization/Non-Cash Items (2) 0.9 0.2 78.3% 0.9 0.2 78.3% ------ ------ ------ ------ ------ ------ EBITDA 16.0 14.7 (8.5%) 17.1 15.0 (11.9%) Plus: Public Company Expenses (3) 0.7 -- NM 0.7 -- NM Plus: Management Annuity Expense (4) 0.4 0.4 0.0% 0.4 0.4 0.0% Less: Non-Cash Pension-Related Items (2) (0.7) -- NM (0.7) -- NM Less: Private Company Expenses and Fees (0.2) -- NM (0.2) -- NM ------ ------ ------ ------ ------ ------ Adjusted EBITDA (Assumed private ownership) 16.2 15.1 (7.3%) 17.3 15.4 (10.7%)

($ in millions) 2006 (1) 2007 (1) ----------------------------- ------------------------------ New Wrap. Current New Wrap. Current Proj. Proj. Var. Proj. Proj. Var. --------- ------- ------ --------- ------- ------ Net Sales $103.3 $100.6 (2.6%) $104.0 $103.6 (0.4%) Cost of Sales 64.0 61.9 3.3% 64.4 62.2 3.5% ------ ------ ------ ------ ------ ------ Gross Profit 39.3 38.7 (1.5%) 39.6 41.4 4.7% Selling and Administration 21.0 20.1 4.1% 21.2 20.7 2.4% Private Company Expenses and Fees -- 0.2 NM -- 0.2 NM Research and Development 1.3 1.3 (0.2%) 1.3 1.3 (1.3%) Depreciation 5.2 5.7 (9.6%) 5.1 5.5 (8.0%) ------ ------ ------ ------ ------ ------ Operating Income 11.8 11.4 (3.5%) 11.9 13.7 14.6% Depreciation 5.2 5.7 (9.6%) 5.1 5.5 (8.0%) Other Amortization/Non-Cash Items (2) 0.9 0.2 78.3% 0.9 0.2 78.3% ------ ------ ------ ------ ------ ------ EBITDA 17.9 17.3 (3.6%) 17.9 19.4 8.0% Plus: Public Company Expenses (3) 0.7 -- NM 0.7 -- NM Plus: Management Annuity Expense (4) 0.4 0.4 0.0% 0.4 0.4 0.0% Less: Non-Cash Pension-Related Items (2) (0.7) -- NM (0.7) -- NM Less: Private Company Expenses and Fees (0.2) -- NM (0.2) -- NM ------ ------ ------ ------ ------ ------ Adjusted EBITDA (Assumed private ownership) 18.2 17.7 (2.6%) 18.2 19.8 8.8%
(1) The New Wrapper Projections are from May 2003; the Current Projections are from November 2003. (2) The New Wrapper and the Revised Projections added back non-cash pension related expense to devise EBITDA. We deducted it to allow Adjusted EBITDA for the various projections to be comparable. (3) In the Current Projections, Public Company Expenses of $900K were eliminated from Corporate Expenses beginning in 2004. (4) Under private ownership, Management Annuity expenses of $400K forecasted in each model are assumed to be eliminated, which is reflected in the Adjusted EBITDA figures. LANE,BERRY & CO. International 15 [SYLVAN LOGO] [LINE GRAPH DEPICTING STOCK PRICE/VOLUME NOVEMBER 8, 2001 - NOVEMBER 10, 2003] LANE,BERRY & CO. International 16 [SYLVAN LOGO] STOCK TRADING ACTIVITY NOVEMBER 8, 2001 - NOVEMBER 10, 2003 [BAR CHART]
TOTAL TRADING VOLUME CLOSING STOCK PRICE RANGE Volume in Thousands ------------------------- ------------------- <$10.00 207 $10.00-$10.99 993 $11.00-$11.99 1,986 $12.00-$12.25 170 $12.25 < 634
LANE,BERRY & CO. International 17 [SYLVAN LOGO] ANALYSIS OF PROPOSED TRANSACTION LANE,BERRY & CO. International 18 [SYLVAN LOGO] SUMMARY TRANSACTION MULTIPLES
(USD in millions, except per share data) Purchase Price Per Share $12.25 Premium to November 10th Closing Price of $10.07 21.6% Fully Diluted Shares Outstanding 5.2 ------ EQUITY VALUE 64.2 Expected Debt as of 12/31/03: Revolver 30.0 Other Debt 1.3 Minority Interest 2.2 Cash and cash equivalents 4.0 ------ ENTERPRISE VALUE 93.7 Implied LTM Revenue Multiple 1.0x Implied FY'03E Revenue Multiple 1.0x Implied LTM EBITDA Multiple (1) 6.9x Implied FY'03E EBITDA Multiple (1) 7.2x Implied FY'03E Adjusted EBITDA Multiple (2) 6.4x Implied LTM P/E Ratio 18.3x Implied FY'03E P/E Ratio (1) 20.0x
(1) Financial figures assume Sylvan remains a public company. EBITDA does not include the management annuity add-back of $400K and the Private Company fees and expenses of $200K and it does include all public company expenses which are $1.25mm in 2003. (2) Financial figures assume Sylvan becomes a private company. EBITDA adjusted for add-backs of $1.25mmand $400K for elimination of public company expenses and executive annuity expenses respectively in 2003. LANE,BERRY & CO. International 19 [SYLVAN LOGO] SOURCES AND USES OF FUNDS FOR PROPOSED TRANSACTION SOURCES & USES OF FUNDS (USD IN MILLIONS) (1)
CUM. MULT. FY'03E SOURCES AMT. % TOTAL ADJUSTED EBITDA USES AMT. - ------- ---- ------- --------------- ---- ---- Roll-Over Debt $32.0 32.4% 2.2x Equity Purchase Price $64.2 ----- ----- Subtotal 32.0 32.4% 2.2x Net Debt (2) 32.0 Transaction Fees and Expenses (2) 2.5 Management Equity (Rollover) 9.2 9.3% Snyder Equity (Existing Funds/Bank Line) 56.5 57.2% Claypoole Equity (Existing Funds) 1.0 1.0% ----- ----- Total Equity 66.7 67.6% 6.8x ----- ----- ----- TOTAL SOURCES $98.7 100.0% 6.8x TOTAL USES $98.7
(1) Per the Snyder Group's proposed Sources and Uses of Funds. (2) Net Debt and Transaction Fees and Expenses are estimates made by the Snyder Group. LANE,BERRY & CO. International 20 [SYLVAN LOGO] SUMMARY OF FIRST SYLVAN SALES PROCESS - - LBCI CONTACTED A TOTAL OF 35 PROSPECTIVE BUYERS - - 8 OF THE 14 STRATEGIC BUYERS RECEIVED A "TEASER" AND 1 OF THESE 8 RECEIVED A CONFIDENTIALITY AGREEMENT - None of the strategic buyers executed a Confidentiality Agreement; therefore, no strategic buyer received a "Wrapper" - The other 6 strategic buyers immediately declined further interest - - 15 OF THE 21 FINANCIAL BUYERS RECEIVED A "TEASER" AND 10 OF THESE 15 EXECUTED A CONFIDENTIALITY AGREEMENT AND RECEIVED A "WRAPPER" - Some financial buyers that did not receive a "Teaser" or execute a Confidentiality Agreement evaluated the merits of a deal by using public filings - - TWO FINANCIAL BUYERS, AMERICAN SECURITIES CAPITAL PARTNERS AND CADIGAN INVESTMENT PARTNERS, SUBMITTED A NON-BINDING INDICATION OF INTEREST - American Securities Capital Partners valued Sylvan at $10.00 - $11.00 per share - Cadigan Investment Partners valued Sylvan at $12.50 - $13.50 per share - - THESE BUYERS WERE PROVIDED 2002E REVENUE AND EBITDA ESTIMATES OF $88.0 MILLION AND $16.1 MILLION RESPECTIVELY - American Securities Capital Partners' bid range: 1.0x 2002E Revenue & 5.3x 2002E EBITDA - 1.0x 2002E Revenue & 5.7x 2002E EBITDA - Cadigan Investment Partners' bid range: 1.1x 2002E Revenue & 6.3x 2002E EBITDA - 1.2x 2002E Revenue & 6.6x 2002E EBITDA
CALL TEASER BOOK BID ---- ------ ---- --- STRATEGIC 14 8 0 0 FINANCIAL 21 15 10 2 -- -- -- - TOTAL 35 23 10 2 == == == =
LANE,BERRY & CO. International 21 [SYLVAN LOGO] THE SNYDER GROUP ORIGINAL PRELIMINARY BID DETAILS THE ORIGINAL SNYDER GROUP OFFER INCLUDED THE FOLLOWING KEY ELEMENTS: DEAL CONSIDERATION - $11.00 cash for each share of Common Stock IMPLIED MULTIPLES (1) - 0.9x 2003E revenue - 6.0x 2003E EBITDA TRANSACTION STRUCTURE - Cash merger PRINCIPAL CONDITIONS TO CLOSING - Stock voting agreement for all stockholders who own 5% or more of the Common Stock of Sylvan (the "Significant Stockholders") - Agree to vote shares in favor of merger - Grant an irrevocable proxy to Newco to vote the shares in favor of the merger - Agree not to sell or otherwise dispose of their shares - Debt financing of at least $65mm of which approximately $15mm would be subordinated debt - Representations and warranties will be true in all material respects - No material adverse change in the financial condition, business or prospects of Sylvan will have occurred - Other customary approvals, consents, waivers and clearances (e.g. HSR) BREAK-UP FEE - Break-up fee in an amount to be determined payable if the merger is abandoned or fails to close as a result of: - A material breach by Sylvan or any Significant Stockholder - Acceptance by Sylvan's Board of Directors of a superior bid proposal - ---------- (1) Implied multiples are calculated off of the New Wrapper Projections for Revenue and EBITDA ($97.0mm and $15.1mm respectively). LANE, BERRY & CO. International 22 [SYLVAN LOGO] SUMMARY OF SECOND SYLVAN SALES PROCESS - LBCI AND MORGAN JOSEPH CONTACTED A TOTAL OF 73 PROSPECTIVE BUYERS - 13 OF THE 32 STRATEGIC BUYERS RECEIVED A "TEASER" AND 1 OF THESE 13 EXECUTED A CONFIDENTIALITY AGREEMENT AND RECEIVED A "WRAPPER" - The other 19 strategic buyers immediately declined further interest - 27 OF THE 41 FINANCIAL BUYERS RECEIVED A "TEASER" AND 12 OF THESE 27 EXECUTED A CONFIDENTIALITY AGREEMENT AND RECEIVED A "WRAPPER" - Some financial buyers that did not receive a "Teaser" or execute a Confidentiality Agreement evaluated the merits of a deal by using public filings - THE FOLLOWING FOUR FINANCIAL BUYERS SUBMITTED A NON-BINDING INDICATION OF INTEREST: AMERICAN SECURITIES CAPITAL PARTNERS, KEY KOSMONT, LAKE PACIFIC PARTNERS AND THE TOKARZ GROUP (1) - THESE BUYERS WERE PROVIDED 2003E REVENUE AND EBITDA ESTIMATES OF $97.0 MILLION AND $15.1 MILLION RESPECTIVELY
CALL TEASER BOOK BID ---- ------ ---- --- STRATEGIC 32 13 1 0 FINANCIAL 41 27 12 4 -- -- -- -- TOTAL 73 40 13 4
- ---------- (1) The Tokarz Group is run by Michael Tokarz who is the Chairman of Cadigan Investment Partners. LANE, BERRY & CO. International 23 [SYLVAN LOGO] PRELIMINARY BID DETAILS THE COMPREHENSIVE SALES PROCESS CONDUCTED BY LBCI AND MORGAN JOSEPH PRODUCED FOUR PRELIMINARY BIDS WHICH ARE SUMMARIZED BELOW:
PRICE PER PROSPECTIVE BUYER SHARE RANGE IMPLIED MULTIPLES (1) FINANCING SOURCES COMMENTS - ----------------- ----------- --------------------- ----------------- -------- AMERICAN SECURITIES $8.00 0.8x 2003E Revenue Not disclosed - Submitted verbal bid CAPITAL PARTNERS 5.0x 2003E EBITDA KEY KOSMONT $7.00 - $9.00 0.7x - 0.8x 2003E Revenue Not disclosed - Tender offer 4.6x - 5.3x 2003E EBITDA - 5% - 10% management ownership - Lock-up agreements with large stockholders LAKE PACIFIC PARTNERS $11.50 1.0x 2003E Revenue Senior Debt - Merger Submitted a second two- 6.2x 2003E EBITDA Equity: - Agreement by D. Zensen to roll tiered preliminary bid: Lake Pacific half of his shares $12.00 for Outsiders 1.0x 2003E Revenue SWIB $11.50 for Insiders 7.1x 2003E EBITDA (2) Dennis Zensen - Obtain financing from SWIB and bank lenders Orally expresses a third Senior Debt - Subject to mutually acceptable preliminary bid: Equity: management agreement with $12.50 Lake Pacific Dennis Zensen Hancock/Wingate Dennis Zensen THE TOKARZ GROUP $10.00 0.9x 2003E Revenue Senior Debt - Tender offer or statutory merger 5.7x 2003E EBITDA Equity
- ---------- (1) Implied Revenue and EBITDA multiples calculated from projected 2003 financials on prior page except for Lake Pacific's revised offer multiples which are calculated off of the September 2003E Revenue and EBITDA projections ($95.9 million and $13.0 million respectively) as their revised bid was based on these projections. (2) Implied Revenue and EBITDA multiples assume $12.00 per share is paid in cash to all Sylvan stockholders. LANE, BERRY & CO. International 24 [SYLVAN LOGO] VALUATION OVERVIEW LANE, BERRY & CO. International 25 [SYLVAN LOGO] SUMMARY - SYLVAN IMPLIED PRICE PER SHARE [BAR CHART DEPICTING SUMMARY - SYLVAN IMPLIED PRICE PER SHARE] IMPLIED MULTIPLES 2003E EBITDA 4.75x to 6.55x 5.05x to 7.90x 6.45x to 6.95x 6.90x to 7.60x 2003E Adj. EBITDA 4.30x to 5.90x 4.60x to 7.10x 5.80x to 6.20x 6.20x to 6.80x

LANE, BERRY & CO. International 26 [SYLVAN LOGO] PUBLIC EQUITY COMPARABLES OVERVIEW METHODOLOGY - To determine the current public market value and trading multiples of companies similar to Sylvan, thereby imputing a "public market" valuation range COMPANY SELECTION - LBCI analyzed a range of public food and agricultural producers and selected three sectors comprising six trading comparables for analysis:
Food Processors: Fresh Produce Companies: Agricultural Companies: ---------------- ------------------------ ----------------------- ~~Archer-Daniels-Midland Chiquita Brands Delta and Pine Bunge Fresh Del Monte Hines Horticulture~~
ISSUES - No control premium is reflected in the results of the public market valuation - There are no direct public company comparables to the Company - Many of the listed companies are substantially larger than the Company which affects their direct applicability vis-a-vis valuation LANE, BERRY & CO. International 27 [SYLVAN LOGO] PUBLIC EQUITY COMPARABLES ANALYSIS
(USD in Millions) STOCK % OF FD EV / REVENUE EV / EBITDA P / E PRICE 52-WEEK EQUITY ENTERPRISE -------------------- -------------------- -------------------- COMPANY 11/10/03 HIGH VALUE VALUE LTM CY'03E CY'04E LTM CY'03E CY'04E LTM CY'03E CY'04E - -------------------------- -------- ---- ----- ----- --- ------ ------ --- ------ ------ --- ------ ------ SYLVAN $10.07 84% $51.9 $83.4 0.9X 0.9X 0.9X 6.2X 6.4X 6.0X 15.1X 16.4X 13.6X FOOD PROCESSING COMPANIES Archer-Daniels-Midland (1) $14.18 95% $9,181.5 $11,014.2 0.3x 0.3x 0.3x 7.5x 7.1x 5.7x 18.6x 17.2x 12.9x Bunge (2) 26.87 86% 2,710.6 4,718.6 0.2x 0.2x 0.2x 6.8x 6.4x 5.1x 9.9x 11.0x 9.3x FRESH PRODUCE COMPANIES Chiquita Brands (3) 19.47 97% 780.7 1,006.9 0.3x 0.4x 0.4x 5.6x 6.4x 5.2x 9.0x 11.2x 7.2x Fresh DelMonte 25.57 88% 1,463.3 1,413.6 0.6x 0.6x 0.5x 5.0x 4.7x 4.3x 6.5x 6.7x 6.5x AGRICULTURAL COMPANIES Delta and Pine 24.03 94% 977.1 838.7 3.0x 2.8x 2.5x 12.8x 11.5x 9.2x 28.5x 24.3x 18.0x Hines Horticulture (4) 4.09 91% 90.3 332.8 1.0x NA NA 5.8x NA NA 7.8x 2.4x NA HIGH 97% 3.0X 2.8X 2.5X 12.8X 11.5X 9.2X 28.5X 24.3X 18.0X MEDIAN 93% 0.5X 0.4X 0.4X 6.3X 6.4X 5.2X 9.4X 11.1X 9.3X LOW 86% 0.2X 0.2X 0.2X 5.0X 4.7X 4.3X 6.5X 2.4X 6.5X

REVENUE EBITDA EARNINGS PER SHARE --------------------------- ------------------------------ ------------------------------ LTM CY'03E CY'04E LTM CY'03E (5) CY'04E (5) LTM CY'03E (5) CY'04E (5) --- ------ ------ --- ---------- ---------- --- ---------- ---------- SYLVAN FINANCIALS $93.4 $95.9 $96.9 $13.5 $13.1 $14.0 $0.67 $0.61 $0.74 IMPLIED SYLVAN PRICE PER SHARE HIGH $47.92 $46.62 $41.27 $27.55 $23.02 $18.70 $19.06 $14.92 $13.29 MEDIAN $ 2.36 $ 0.45 $ 1.33 $10.43 $10.25 $ 7.97 $ 6.31 $ 6.82 $ 6.85 LOW NM NM NM $ 7.13 $ 5.72 $ 5.63 $ 4.36 $ 1.44 $ 4.79
- ---------- (1) Pro forma for the acquisition of Minnesota Corn Processsors LLC. (2) Pro forma for the acquisition of Cereol S.A. and for the sale of its Lesieur bottled oil business. (3) Pro forma for the acquisition of Scipio and the sale of Chiquita Processed Foods. (4) Pro forma for the 9/11/03 issuance of $175mm in senior notes. (5) Financial figures assume Sylvan remains a public company. CY'03E and CY'04E EBITDA, and CY'03E and CY'04E EPS do not include the management annuity add-back of $400K and the Private Company fees and expenses of $200K, and do include all public company expenses, which are $1.25mm in 2003 and $900K in 2004. LANE, BERRY & CO. International 28 [SYLVAN LOGO] M&A COMPARABLES OVERVIEW METHODOLOGY - To determine the historical private market value and transaction multiples of companies similar to the Company, thereby imputing a "transaction" valuation range ISSUES - Multiples paid in the transaction analysis may reflect potential synergies an acquiror could realize as a result of the target's operating scale - There are no direct M&A comparable transactions LANE, BERRY & CO. International 29 [SYLVAN LOGO] M&A COMPARABLES ANALYSIS
(USD in Millions) ANN. DATE ACQUIROR TARGET - --------- -------- ------ 6/2/03 Fox Paine and Co. Seminis 2/4/03 Riviana Foods ACH Food Companies, Rice Business 12/18/02 Investor Group (1) Dole Food Company 7/22/02 Bunge Cereol S.A. 1/7/02 Kerry Group Stearns & Lehman 8/17/01 Nippon Suisan Gorton's Seafood & Bluewater Seafoods 2/20/01 Lesaffre et Compagnie Sensient Technologies' Red Star Yeast & Products (2) 12/21/00 Investor Group Michael Foods 10/17/00 Kerry Group Armour Food Ingredients 12/17/99 Moneys Mushrooms Vlasic Foods, Vlasic Farms Fresh Mushrooms Business 9/16/98 Pictsweet LLC United Foods Inc.

TRANSACTION (USD in Millions) TRANS. VALUE / LTM ------------------ ANN. DATE DESCRIPTION VALUE REVENUE EBITDA - --------- ----------- ----- ------- ------ 6/2/03 Worldwide producer and marketer of vegetable and fruit seeds. $ 625.0 1.3x 7.8x 2/4/03 Producer of rice products. 24.0 0.7x NA 12/18/02 Producer and marketer of fruits and vegetables. 2,500.0 0.6x 6.4x 7/22/02 Manufacturer of seed oils and olive oils. 1,496.3 0.3x 5.5x 1/7/02 Stearns & Lehman is a manufacturer of coffeehouse chain, foodservice and branded Italian-style flavoured syrups. 26.0 1.3x NA 8/17/01 Gorton's is a retail frozen seafood brand in the U.S. & Bluewater is a brand in Canada. 175.0 0.7x 8.8x 2/20/01 Supplier of yeast to the commercial bakery market. 122.0 1.0x 7.1x 12/21/00 Producer and distributor of food products in four areas: egg products, refrigerated distribution, dairy products and potato products. 747.2 0.7x 5.5x 10/17/00 Provide a wide range of specialty food ingredients. 35.0 0.9x NA 12/17/99 Producer of fresh mushrooms. 50.0 0.4x NM 9/16/98 Grower, processor, marketer and distributor of food products. 63.1 0.3x 4.9x HIGH $2,500.0 1.3X 8.8X MEDIAN $ 122.0 0.7X 6.4X LOW $ 24.0 0.3X 4.9X

LTM ------------------ REVENUE EBITDA ------- ------- SYLVAN FINANCIALS $93.4 $13.5 IMPLIED SYLVAN PRICE PER SHARE HIGH $18.18 $16.84 MEDIAN $ 6.43 $10.66 LOW NM $ 6.77
- ---------- (1) David H. Murdock, Chairman and CEO of Dole, acquired the 76% of Dole's outstanding common stock that he and his family did not own. (2) Revenue is an actual figure, EBITDA is an estimate. LANE, BERRY & CO. International 30 [SYLVAN LOGO] LBO ANALYSIS OVERVIEW METHODOLOGY - To determine the potential price a financial buyer could pay assuming certain benchmarks of financial leverage and required returns - This analysis uses "private company" figures to reflect the operations as if the Company were no longer a public company BENCHMARK SELECTION - LBCI identified the following key benchmarks in performing its analysis: -- Maximum pro forma Senior Debt / 2003E Adjusted EBITDA of 3.25x -- Maximum pro forma Total Debt / 2003E Adjusted EBITDA of 4.25x -- Minimum equity returns of approximately 17% to the mezzanine debt holders -- Minimum equity returns to the sponsor of approximately 25% LANE, BERRY & CO. International 31 [SYLVAN LOGO] LBO ANALYSIS SOURCES & USES OF FUNDS (USD IN MILLIONS)
CUM. MULT. FY03E SOURCES AMT. % TOTAL ADJUSTED EBITDA USES AMT. - ------- ---- ------- --------------- ---- ---- Revolver (1) $27.2 29.9% 1.9x Equity Purchase Price $55.8 Term Loan A 20.0 22.0% 3.3x Refinance Debt 31.3 Mezzanine 14.5 16.0% 4.3x Transaction Fees & Expenses 3.9 ----- ----- Subtotal 61.8 67.8% 4.3x Sponsor Equity 29.3 32.2% 6.3x ----- ----- ----- TOTAL SOURCES $91.1 100.0% 6.3x TOTAL USES $91.1 ===== ===== =====
TRANSACTION SUMMARY Current Stock Price $10.07 PURCHASE PRICE PER SHARE 10.75 Shares Outstanding 5.2 ------ Equity Value 55.8 Plus: Existing Debt 31.3 Plus: Existing Minority Interest 2.2 Less: Existing Cash 4.0 ------ Total Enterprise Value 85.3 TEV AS A MULTIPLE OF: FY'03E EBITDA (2) 6.5x FY'03E Adjusted EBITDA (3) 5.9x ------

OWNERSHIP TABLE
PF DILUTED VALUE IN OWNER. WARRANTS OWNER. 2008 IRR ------ -------- ------ ---- --- Sponsor Group 94.5% 0.0% 94.5% $ 90.6 25.3% Mezzanine (12.0%) 0.0% 5.5% 5.5% 21.5 17.1% ---- --- ---- ------ ---- TOTAL 94.5% 5.5% 100.0% 112.2 ==== === ===== =====
SUMMARY CREDIT AND LEVERAGE STATISTICS
PROJECTED FISCAL YEARS ENDING DECEMBER 31, PRO FORMA ---------------------------------- 12/31/03E 2004 2005 2006 2007 --------- ---- ---- ---- ---- Bank Debt / Adj. EBITDA (3) 3.3x 2.8x 2.4x 1.7x 1.1x Total Debt / Adj. EBITDA (3) 4.3 3.8 3.3 2.5 1.8 Adj. EBITDA / Interest Expense (3) 3.2 3.3 3.6 4.5 5.6 Adj. EBITDA-CapEx / Int Expense (3) 2.4 2.5 2.7 3.5 4.5
RETURNS TO SPONSOR'S EQUITY
PURCHASE PRICE PER SHARE ------------------------------------------------------ $9.75 $10.25 $10.75 $11.25 $11.75 $12.25 ----- ------ ------ ------ ------ ------ 5.50X 28.4% 25.7% 23.3% 21.1% 19.1% 17.3% 2008 5.75X 29.9% 27.1% 24.7% 22.5% 20.4% 18.6% ADJ. EBITDA 6.00X 31.2% 28.5% 26.0% 23.8% 21.7% 19.8% EXIT MULTIPLE (3) 6.25X 32.6% 29.8% 27.3% 25.0% 22.9% 21.1% 6.50X 33.9% 31.0% 28.5% 26.2% 24.1% 22.2%
- ---------- (1) Assumes a $30mm revolver that is drawn $27.2mm at close. Also, assumes that $1.3mm of other debt is refinanced as well. (2) Financial figures assume Sylvan remains a public company. EBITDA does not include the management annuity add-back of $400K and the Private Company fees and expenses of $200K and it does include all public company expenses which are $1.25mm in 2003 and $900K in 2004-2008. (3) Financial figures assume Sylvan becomes a private company. EBITDA adjusted for add-backs of $1.25mm and $400K for elimination of public company expenses and executive annuity expenses respectively in 2003 and for aforementioned amounts in all future periods. LANE, BERRY & CO. International 32 [SYLVAN LOGO] DCF ANALYSIS OVERVIEW METHODOLOGY - To determine the present value of the projected after-tax free cash flows of the Company utilizing an EBITDA exit multiple terminal value and a range of discount rates
VARIABLES VARIABLE SELECTED RANGE -------- -------------- ~~-- EBITDA Exit Multiple (2008): -- 5.50x-6.50x -- Discount Rate Range: -- 12.0%-14.0%~~
LANE, BERRY & CO. International 33 [SYLVAN LOGO] DCF ANALYSIS
YEAR ENDING DECEMBER 31, ----------------------------------------------------------- (USD in Millions) 2004 2005 2006 2007 2008 TV - -------------------------------- ------- ------- ------- ------- ------- ------- SUMMARY FINANCIALS: REVENUE $ 96.9 $ 97.7 $ 100.6 $ 103.6 $ 106.7 Growth % -- 0.8% 3.0% 3.0% 3.0% ADJUSTED EBITDA (1) 14.0 14.3 16.6 18.7 19.3 Margin % 14.4% 14.7% 16.5% 18.0% 18.0% EBIT 7.4 8.1 10.7 13.0 13.7 Margin % 7.7% 8.3% 10.6% 12.5% 12.9% FREE CASH FLOW ANALYSIS: EBIT * (1 - Tax Rate) 4.9 5.3 7.0 8.5 9.0 Plus: Depreciation 6.3 6.0 5.7 5.5 5.3 Plus: Amortization 0.2 0.2 0.2 0.2 0.2 Plus: Change in Working Capital (0.1) (0.1) (0.4) (0.4) (0.6) Less: Capital Expenditures 3.9 3.9 3.9 3.9 3.9 ------- ------- ------- ------- ------- FREE CASH FLOW 7.4 7.5 8.7 10.0 10.0 EBITDA (2008) 19.3 EBITDA Multiple 6.00X ----- TERMINAL VALUE 115.6 Total Free Cash Flow 7.4 7.5 8.7 10.0 10.0 115.6 Weighted Average Cost of Capital 13.0% PRESENT VALUE OF FCF 6.6 5.9 6.0 6.1 5.5 62.7 ======= ======= ======= ======= ======= =====

IMPLIED ENTERPRISE VALUE: SENSITIVITY ANALYSIS: 5.50X 5.75X 6.00X 6.25X 6.50X ------ ------ ------ ------ ------ TOTAL ENTERPRISE VALUE $ 92.8 Less: Net Debt 29.4 12.0% $11.94 $12.47 $13.00 $13.53 $14.06 ------ EQUITY VALUE 63.3 12.5% 11.60 12.12 12.64 13.16 13.67 FD Shares Outstanding 5.2 13.0% 11.27 11.78 12.29 12.80 13.30 IMPLIED PRICE PER SHARE $12.29 13.5% 10.96 11.45 11.95 12.44 12.94 ====== 14.0% 10.65 11.13 11.62 12.10 12.59
- ---------- (1) Financial figures assume Sylvan remains a public company. EBITDA does not include the management annuity add-back of $400K and the Private Company fees and expenses of $200K and it does include all public company expenses which are $900K in 2004-2008. LANE, BERRY & CO. International 34 [SYLVAN LOGO] WACC ANALYSIS
TOTAL DEBT & COMPARABLE COMPANIES COST OF EQUITY TOTAL PREFERRED EFFECTIVE UNLEVERED PREF'D STOCK / (USD in Millions) BETA (1) EQUITY (2)(8) VALUE DEBT STOCK TAX RATE BETA (3) CAPITAL - -------------------- ------- ------------ ------ ----- --------- --------- --------- -------------- Archer-Daniels-Midland 0.64 10.2% $9,181.5 $3,543.5 $0.0 28.5% 0.50 27.8% Bunge 0.60 10.4% 2,710.6 2,072.0 0.0 26.3% 0.38 43.3% Chiquita Brands 0.79 12.2% 780.7 276.5 0.0 12.0% 0.60 26.2% Delta and Pine 0.51 10.3% 977.1 (141.7) 0.0 35.5% 0.56 (17.0%) Fresh DelMonte 0.71 11.4% 1,463.3 (33.6) 0.0 8.5% 0.73 (2.4%) Hines Horticulture NA NA 90.3 242.5 0.0 41.0% NA 72.9% MEAN 0.65 10.9% $2,533.9 $ 993.2 $0.0 25.3% 0.56 25.1% MEDIAN 0.64 10.4% $1,220.2 $ 259.5 $0.0 27.4% 0.56 27.0% SYLVAN 0.44 17.5% 51.9 29.3 0.0 34.5% 0.31 38.0%

WEIGHTED AVERAGE COST OF CAPITAL (4) LEVERED COST OF EQUITY (5) --------------------------------------- --------------------------------------- TARGET DEBT & PREF'D / ENTERPRISE VALUE TARGET DEBT & PREF'D / ENTERPRISE VALUE UNLEVERED --------------------------------------- --------------------------------------- ASSUMPTIONS BETA 35.0% 40.0% 45.0% 35.0% 40.0% 45.0% - -------------------------- --------- ----- ----- ----- ----- ----- ----- Pretax Cost of Debt (Kd)(6) 5.0% Risk-Free Rate (Rf)(7) 5.3% Equity Risk Premium (Rm-Rf)(8) 7.0% 0.45 13.3% 12.7% 12.1% 18.7% 19.0% 19.3% Size Premia (Sp)(9) 9.2% 0.50 13.6% 13.0% 12.4% 19.2% 19.5% 19.8% Tax Rate For Target (Tr) 34.5% 0.55 13.9% 13.3% 12.7% 19.6% 20.0% 20.3% Equity Political Risk Premium (Rp) 0.0% 0.60 14.2% 13.6% 13.0% 20.1% 20.5% 20.9% Other Risk Premium (Ro) 0.0% 0.65 14.5% 13.9% 13.3% 20.6% 21.0% 21.4%
- ---------- (1) Source: two years of weekly data vs. the S&P 500 from Bloomberg. (2) Cost of Equity = Risk-Free Rate (Rf) + (Equity Beta (Be) * Equity Risk Premium (Rm-Rf)) + Size Premia (Sp). (3) Unlevered Beta = Be / (1+(D*(1-Tr) + P) / E). (4) WACC= [(Rf +Be * (Rm-Rf) + Sp + Rp) *%E] +[Kd * (1-Tr) * % D] + Ro. Assumes pretax cost of debt remains constant. (5) Levered Cost of Equity = [Rf + Be * (Rm-Rf) + Sp +Rp)] +Ro. (6) Any political risk premium (Rp) associated with debt is included in the pretax cost of debt (Kp). (7) Risk-Free Rate based on 30-year U.S. Treasury Yield as of 11/10/03. (8) Source: 2003 Ibbotson Risk Premia Report. Based on the differences of large company total arithmetic mean returns minus long-term bond income returns from 1926-2002. (9) Cost of equity premia based on equity market capitalization. Micro-cap (within $0.5mm - $64.8mm) =9.2%. Amounts per 2003 Ibbotson Risk Premia Report. LANE, BERRY & CO. International 35 [SYLVAN LOGO] CONCLUSION LANE, BERRY & CO. International 36 [SYLVAN LOGO] CONCLUSION AS OF THE DATE HEREOF, LBCI IS PREPARED TO DELIVER ITS FAIRNESS OPINION WITH RESPECT TO THE FAIRNESS, FROM A FINANCIAL POINT OF VIEW, OF THE MERGER CONSIDERATION TO BE RECEIVED BY THE COMMON STOCKHOLDERS. LANE, BERRY & CO. International 37 EX-99.C.8 10 j0476002exv99wcw8.txt SPECIAL COMMITTEE DISCUSSION MATERIALS 11/09/03 Exhibit(c)(8) CONFIDENTIAL Discussion Materials For The Special Committee of [SYLVAN LOGO] November 9, 2003 LANE, BERRY & CO. International [SYLVAN LOGO] DISCLAIMER o THE FOLLOWING MATERIALS HAVE BEEN PREPARED BY LANE, BERRY & CO. INTERNATIONAL ("LBCI") AS PART OF A PRESENTATION BEING MADE TO AND AT THE REQUEST OF THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF SYLVAN INC. ("SYLVAN" OR THE "COMPANY"). o IN PREPARING THIS PRESENTATION, WE HAVE ASSUMED AND RELIED, UPON THE ACCURACY AND COMPLETENESS OF THE FINANCIAL AND OTHER INFORMATION SUPPLIED OR OTHERWISE MADE AVAILABLE TO US FROM PUBLIC SOURCES OR BY THE COMPANY AND HAVE NOT INDEPENDENTLY VERIFIED SUCH INFORMATION. WE HAVE NEITHER OBTAINED NOR PERFORMED ANY INDEPENDENT VALUATION OR APPRAISAL OF THE ASSETS OR LIABILITIES OF THE COMPANY. IN ADDITION, THE COMPANY HAS NOT REQUESTED AND WE HAVE NOT PERFORMED A LIQUIDATION ANALYSIS. o PLEASE NOTE THAT THIS PRESENTATION IS BASED ON ECONOMIC, MARKET AND OTHER CONDITIONS AS IN EFFECT ON, AND THE INFORMATION AND AGREEMENTS (OR DRAFTS THEREOF) MADE AVAILABLE TO US AS OF, THE DATE HEREOF AND DOES NOT PURPORT TO TAKE INTO CONSIDERATION SUBSEQUENT DEVELOPMENTS WHICH MAY AFFECT THE INFORMATION PRESENTED HEREIN. LBCI DOES NOT HAVE ANY OBLIGATION TO UPDATE, REVISE, OR REAFFIRM THE INFORMATION PRESENTED HEREIN. o THIS PRESENTATION HAS BEEN PREPARED FOR THE BENEFIT AND USE OF THE SPECIAL COMMITTEE IN CONNECTION WITH AND FOR THE PURPOSES OF ITS EVALUATION OF THE PROPOSED TRANSACTION AND IS NOT ON BEHALF OF, AND SHALL NOT CONFER RIGHTS OR REMEDIES UPON, ANY PERSON OTHER THAN THE SPECIAL COMMITTEE. o IN ADDITION, THIS PRESENTATION DOES NOT CONSTITUTE AN OPINION OR RECOMMENDATION TO A STOCKHOLDER OF THE COMPANY ON HOW TO VOTE WITH RESPECT TO THE PROPOSED TRANSACTION. FURTHER, WE DO NOT ADDRESS THE RELATIVE MERITS OF THE PROPOSED TRANSACTION COMPARED WITH OTHER BUSINESS STRATEGIES OR ALTERNATIVE TRANSACTIONS THAT MIGHT BE AVAILABLE TO THE COMPANY, THE COMPANY'S UNDERLYING BUSINESS DECISION TO PROCEED OR EFFECT THE PROPOSED TRANSACTION, OR ANY OTHER ASPECT OF THE PROPOSED TRANSACTION. LANE, BERRY & CO. International 2 [SYLVAN LOGO] AGENDA 1. EXECUTIVE SUMMARY 2. SUMMARY OF PROPOSED TRANSACTION 3. SUMMARY BACKGROUND OF PROPOSED TRANSACTION 4. OVERVIEW OF SYLVAN 5. ANALYSIS OF PROPOSED TRANSACTION 6. VALUATION OVERVIEW 7. CONCLUSION LANE, BERRY & CO International 3 [SYLVAN LOGO] EXECUTIVE SUMMARY LANE, BERRY & CO. International 4 [SYLVAN LOGO] INTRODUCTION o LANE, BERRY & CO. INTERNATIONAL ("LBCI") HAS BEEN ASKED BY THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS (THE "SPECIAL COMMITTEE") OF SYLVAN INC. ("SYLVAN" OR THE "COMPANY") TO OPINE AS TO THE FAIRNESS, FROM A FINANCIAL POINT OF VIEW, OF THE CASH CONSIDERATION TO BE RECEIVED BY THE HOLDERS (OTHER THAN DENNIS ZENSEN, VIRGIL JURGENSMEYER, SNYDER ASSOCIATED COMPANIES, INC., SAC HOLDING COMPANY AND THEIR RESPECTIVE AFFILIATES) OF SYLVAN'S COMMON STOCK (THE "COMMON STOCKHOLDERS") PURSUANT TO THE MERGER (AS DESCRIBED IN THE DRAFT AGREEMENT AND PLAN OF MERGER DATED NOVEMBER 7, 2003 (THE "MERGER AGREEMENT"), AMONG THE COMPANY, SNYDER ASSOCIATED COMPANIES, INC. ("PARENT" OR THE "SNYDER GROUP") AND SAC HOLDING COMPANY ("SUB")) (THE "PROPOSED TRANSACTION") o IN CONDUCTING OUR ANALYSIS, WE HAVE ANALYZED, AMONG OTHER THINGS, THE FOLLOWING: - The Merger Agreement - The results of the first sales process conducted by LBCI between April 2002 and December 2002 - The results of the second sales process conducted between April 2003 and November 2003 - The Company's Annual Reports on Form 10-K and the Company's Quarterly Reports on Form 10-Q - Certain internal information and other data relating to the Company, including standalone forecasts and projections prepared and provided to us by management of the Company - Certain other publicly available information concerning the Company and the trading markets for the Company's common stock - Certain publicly available information concerning other companies engaged in businesses which we believe to be generally comparable to the Company and the trading markets for certain of such other companies - Certain publicly available information concerning the terms of recent business combinations which we believe to be relevant o WE HAVE ALSO INTERVIEWED CERTAIN SENIOR MANAGEMENT OF THE COMPANY CONCERNING THE BUSINESS AND OPERATIONS, PRESENT CONDITION AND FUTURE PROSPECTS OF THE COMPANY AND UNDERTOOK OTHER STUDIES, ANALYSES AND INVESTIGATIONS AS WE DEEMED APPROPRIATE UNDER THE CIRCUMSTANCES LANE, BERRY & CO. International 5 [SYLVAN LOGO] EXECUTIVE SUMMARY o SUMMARY OF PROPOSED TRANSACTION - The Snyder Group has proposed to purchase all the outstanding shares of common stock (not owned by Parent or any subsidiary of Parent), par value $0.001 per share (the "Common Stock"), in a one-step cash merger - After the Proposed Transaction, Sylvan will become a privately held corporation o CONSIDERATION FOR THE PROPOSED TRANSACTION - At the effective time, i.e. the date of consummation of the Proposed Transaction, the Common Stockholders will receive $12.25 in cash for each share of Common Stock (the "Merger Consideration") which aggregates to $64.2 million o The Snyder Group will contribute the majority of the equity financing - Both Roger Claypoole and Virgil Jurgensmeyer are expected to contribute equity o Dennis Zensen, Sylvan's Chairman and CEO, may contribute a portion or all of his shares o The remaining source of funds will come from Citizens Bank or an alternative senior lender o PROCESS & TIMING OF THE PROPOSED TRANSACTION - Sign the definitive Merger Agreement on November 9, 2003 - File proxy statement with the SEC by November 23, 2003 - Receive approval from the SEC and mail proxies to the stockholders by late December 2003 - Hold special meeting and stockholder vote by late January 2004 - Proposed Transaction closes during Q1'2004 LANE, BERRY & CO. International 6 [SYLVAN LOGO] SUMMARY OF PROPOSED TRANSACTION LANE, BERRY & CO. International 7 [SYLVAN LOGO] SUMMARY OF KEY TERMS OF THE PROPOSED TRANSACTION THE PROPOSED TRANSACTION INCLUDES THE FOLLOWING KEY ELEMENTS WHICH ARE TAKEN FROM THE DRAFT MERGER AGREEMENT DATED AS OF NOVEMBER 7, 2003 BY AND AMONG THE COMPANY, PARENT AND SUB: MERGER CONSIDERATION - The Common Stockholders receive $12.25 in cash for each share of Common Stock - Dennis Zensen may contribute a portion or all of his shares - All outstanding and unexercised options to purchase shares of Common Stock that have exercise prices less than the Merger Consideration (as defined in the Merger Agreement) shall be cancelled and exchanged for the right to receive a cash amount equal to the difference between the Merger Consideration and the per share exercise price of such option TRANSACTION STRUCTURE - Reverse triangular merger (i.e. merger of Sub, a wholly owned subsidiary of Parent, with and into the Company, with the Company being the surviving entity) PRINCIPAL CONDITIONS TO CLOSING - Stockholder vote approval - Wynnefield Capital and Steel Partners must sign a voting agreement simultaneously with the signing of the definitive Merger Agreement - Customary representations and warranties of the Company, Parent and Sub remain true and correct with only such exceptions as do not in the aggregate have a material adverse effect (as defined in the Merger Agreement) - Since June 30, 2003, there shall not have been any change, circumstance or event which constitutes, has resulted in, or that would reasonably be likely to result in, a material adverse effect - Other customary approvals, consents, waivers and clearances (e.g. HSR) LANE, BERRY & CO. International 8 [SYLVAN LOGO] SUMMARY OF KEY TERMS OF THE PROPOSED TRANSACTION (CONT'D) THE PROPOSED TRANSACTION INCLUDES THE FOLLOWING KEY ELEMENTS WHICH ARE TAKEN FROM THE DRAFT MERGER AGREEMENT DATED AS OF NOVEMBER 7, 2003 BY AND AMONG THE COMPANY, PARENT AND SUB: TERMINATION/BREAK-UP FEE - The Merger Agreement may be terminated and the Proposed Transaction may be abandoned, at any time prior to the Effective Time, in the following circumstances: - By mutual written agreement of the Company, Parent and Sub - By either the Company or Parent if the Merger Agreement is not approved and adopted by the Common Stockholders - By judgment or injunction - By material breach of either Parent or Company - By either the Company or Parent if the Proposed Transaction has not been consummated on or before May 1, 2004 - Upon the occurrence of certain events listed below, the Merger Agreement will be terminated and the Company will pay $2.0 million as a break-up fee to Parent and will pay up to $500,000 to Parent for expense reimbursements: - Lack or withdrawal of Board of Directors or Special Committee recommendation - No stockholder meeting is held within 30 business days of proxy's clearance with the SEC - The Company enters into a Superior Proposal (as defined within the Merger Agreement) - Consummation of certain transactions within 12 months of termination pursuant to lack of stockholder approval - Parent shall be entitled to expense reimbursement in the event the Merger Agreement is not approved and adopted by the Common Stockholders LANE, BERRY & CO. International 9 [SYLVAN LOGO] SUMMARY BACKGROUND OF PROPOSED TRANSACTION LANE, BERRY & CO. International 10 [SYLVAN LOGO] BACKGROUND OF PROPOSED TRANSACTION APRIL 2002 - Special Committee retains LBCI to explore strategic alternatives - LBCI performs business and financial due diligence MAY 2002 - LBCI continues to perform business and financial due diligence - Sylvan issues a press release announcing the exploration of strategic alternatives process - Sylvan holds its stockholder meeting and LBCI provides an update to the Board of Directors JUNE 2002 - Special Committee decides to run a targeted sales process - LBCI together with the Company prepares sales process materials JULY 2002 - LBCI together with the Company receives final approval from the Board of Directors regarding the sales process materials - LBCI begins making calls to prospective buyers AUGUST 2002 - LBCI continues to make calls to prospective buyers; 35 parties were contacted - LBCI communicates bidding process and deadline to prospective buyers SEPTEMBER 2002 - Deadline for submitting non-binding indications of interest - Sylvan receives one non-binding indication of interest from American Securities Capital Partners at $10.00 - $11.00 per share - LBCI presents to the Board of Directors regarding the sales process and future strategic alternatives OCTOBER 2002 - Sylvan receives a second non-binding indication of interest from Cadigan Investment Partners at $12.50 - $13.50 per share (Cadigan Investment Partners subsequently verbally rescinded this non-binding indication of interest) - Dissatisfied with offers received, Sylvan issues a press release announcing a major share repurchase program and the completion of its review of strategic alternatives NOVEMBER 2002 - Sylvan announces Q3'02 financial results and lower 2002 earnings expectations due partially to increased competitive pressures in spawn operations DECEMBER 2002 - Sylvan terminates engagement with LBCI APRIL 2003 - Wynnefield Capital and Steel Partners announce in a 13D filing that they have formed a group and intend to nominate a new slate of directors through a proxy solicitation process - Sylvan issues a press release announcing that it received a non-binding indication of interest from the Snyder Group to acquire the Company at $11.00 per share and announces the formation of the Special Committee - Special Committee retains LBCI and Morgan Joseph as financial advisors - Wynnefield Capital and Steel Partners announce in a 13D filing that they will not agree to vote their shares in favor of the proposed Snyder Group buyout - LBCI and Morgan Joseph perform business and financial due diligence - Special Committee decides to run a second sales process - LBCI and Morgan Joseph together with the Company prepare sales process materials LANE, BERRY & CO. 11 International [SYLVAN LOGO] BACKGROUND OF PROPOSED TRANSACTION (CONT'D) MAY 2003 - LBCI and Morgan Joseph receive final approval from the Special Committee regarding the sales process materials - LBCI and Morgan Joseph begin making calls to prospective buyers JUNE 2003 - LBCI and Morgan Joseph continue making calls to prospective buyers; 73 prospective buyers are contacted - The Snyder Group issues a press release announcing the official withdrawal of its non-binding indication of interest - LBCI and Morgan Joseph communicate bidding process and deadline to prospective buyers JULY 2003 - Deadline for submitting non-binding indication of interest - Sylvan receives four non-binding indications of interest from the following parties: American Securities Capital Partners, Key Kosmont, Lake Pacific Partners and The Tokarz Group (affiliated with Cadigan Investment Partners) - Special Committee decides to continue discussions with Lake Pacific Partners on an exclusive basis due to the superiority of their offer - Lake Pacific Partners performs financial, business and legal due diligence - Lake Pacific Partners receives a draft merger agreement AUGUST 2003 - Lake Pacific Partners continues to perform financial, business and legal due diligence - Lake Pacific Partners submits a revised non-binding indication of interest calling for a two-tiered offer, increasing from $11.50 per share for all stockholders to $12.00 per share for the outside stockholders and $11.50 per share for the inside stockholders (as defined in their offer) SEPTEMBER 2003 - Lake Pacific Partners continues to perform financial, business and legal due diligence - Lake Pacific Partners, the Special Committee and their respective counsels continue to negotiate the merger agreement OCTOBER 2003 - State of Wisconsin Investment Board, a Lake Pacific Partners financing source, decides not to participate in the Proposed Transaction - Lake Pacific Partners' period of exclusivity expires - Lake Pacific Partners actively looks for an alternative source of financing - The Snyder Group verbally indicates that it has interest in acquiring the Company; however, refuses to formally engage with the Special Committee NOVEMBER 2003 - Lake Pacific Partners receives commitments from John Hancock Life Insurance Company and Wingate Partners to serve as financing sources in their bid to acquire the Company - The Snyder Group expresses interest to the Special Committee at $12.25 cash per share for all Common Stockholders - Negotiations continue with both interested parties LANE, BERRY & CO. 12 International [SYLVAN LOGO] OVERVIEW OF SYLVAN LANE, BERRY & CO. 13 International [SYLVAN LOGO] KEY PERFORMANCE METRICS
($ in millions) 2000 2001 2002 2003 (1) ---- ---- ---- ------------------------------------------ Old Wrap. New Wrap Rev. 2003 Current Actual Actual Actual Proj. Proj. Proj. Proj. ------ ------ ------ ----- ----- ----- ----- Net Sales $85.9 $85.9 $88.2 $88.9 $97.0 $97.4 $95.9 Cost of Sales 47.9 49.8 52.1 53.0 61.9 62.6 61.3 ----- ----- ----- ----- ----- ----- ----- Gross Profit 38.0 36.1 36.1 35.9 35.1 34.8 34.5 Selling and Administration 19.5 18.0 19.4 17.7 19.7 20.6 20.5 Private Company Expenses and Fees -- -- -- -- -- -- -- Research and Development 1.8 1.7 2.0 1.9 1.2 1.2 1.2 Depreciation 5.2 5.4 5.6 5.7 5.6 6.3 6.3 ----- ----- ----- ----- ----- ----- ----- Operating Income 11.5 11.0 9.1 10.6 8.5 6.6 6.5 Depreciation 5.2 5.4 5.6 5.7 5.6 6.3 6.3 Other Amortization/Non-Cash Items (2) 0.7 0.8 0.2 0.2 0.9 1.1 0.3 ----- ----- ----- ----- ----- ----- ----- EBITDA 17.4 17.2 14.9 16.5 15.1 14.0 13.1 Plus: Public Company Expenses 0.7 0.7 0.7 1.3 Plus: Management Annuity Expense (3) 0.4 0.4 0.4 0.4 Less: Non-Cash Pension-Related Items (2) -- (0.7) (0.7) -- Less: Private Company Expenses and Fees (0.2) (0.2) (0.2) (0.2) ----- ----- ----- ----- Adjusted EBITDA (Assumed private ownership) 17.4 15.3 14.2 14.5 ===== ===== ===== =====

($ in millions) YTD September 2003 ---------------------------------- Actual Revised Var. -------- ------- ----- Net Sales $69.8 $69.6 0.3% Cost of Sales 44.0 43.9 (0.1%) ----- ----- ----- Gross Profit 25.8 25.7 (0.5%) Selling and Administration 15.5 15.6 1.0% Private Company Expenses and Fees -- -- -- Research and Development 1.1 1.1 (5.4%) Depreciation 4.7 4.6 (0.8%) ----- ----- ----- Operating Income 4.5 4.4 4.2% Depreciation 4.7 4.6 (0.8%) Other Amortization/Non-Cash Items (2) 0.1 0.2 19.7% ----- ----- ----- EBITDA 9.4 9.2 2.0% Plus: Public Company Expenses Plus: Management Annuity Expense (3) Less: Non-Cash Pension-Related Items (2) Less: Private Company Expenses and Fees Adjusted EBITDA (Assumed private ownership)
- --------------- (1) The Old Wrapper Projections are from September 2002; the New Wrapper Projections are from May 2003; the Revised 2003 Projections are from June 2003; the Current Projections are from November 2003. (2) The New Wrapper and the Revised Projections added back non-cash pension related expense to devise EBITDA. We deducted it to allow Adjusted EBITDA for the various projections to be comparable. Additionally, YTD September 2003 Amortization expense is an estimate. (3) Under private ownership, Management Annuity expenses of $400K forecasted in each model are assumed to be eliminated, which is reflected in the Adjusted EBITDA figures. LANE, BERRY & CO. International 14 [SYLVAN LOGO] KEY PERFORMANCE METRICS (CONT'D)
($ in millions) 2004 (1) 2005 (1) --------------------------------- ------------------------------- New Wrap. Current New Wrap. Current Proj. Proj. Var. Proj. Proj. Var. Net Sales $ 99.4 $ 96.9 (2.6%) $101.5 $ 97.7 (3.8%) Cost of Sales 62.7 61.5 2.0% 63.4 61.8 2.5% ------ ------ ------ ------ ------ ------ Gross Profit 36.7 35.4 (3.5%) 38.1 35.9 (5.9%) Selling and Administration 20.3 19.5 4.1% 20.7 19.6 5.5% Private Company Expenses and Fees -- 0.2 NM -- 0.2 NM Research and Development 1.3 1.3 0.4% 1.3 1.3 2.3% Depreciation 5.5 6.3 (15.6%) 5.3 6.0 (12.1%) ------ ------ ------ ------ ------ ------ Operating Income 9.6 8.1 (15.5%) 10.8 8.8 (18.1%) Depreciation 5.5 6.3 (15.6%) 5.3 6.0 (12.1%) Other Amortization/Non-Cash Items (2) 0.9 0.2 78.3% 0.9 0.2 78.3% ------ ------ ------ ------ ------ ------ EBITDA 16.0 14.7 (8.5%) 17.1 15.0 (11.9%) Plus: Public Company Expenses (3) 0.7 -- NM 0.7 -- NM Plus: Management Annuity Expense (4) 0.4 0.4 0.0% 0.4 0.4 0.0% Less: Non-Cash Pension-Related Items (2) (0.7) -- NM (0.7) -- NM Less: Private Company Expenses and Fees (0.2) -- NM (0.2) -- NM ------ ------ ------ ------ ------ ------ Adjusted EBITDA (Assumed private ownership) 16.2 15.1 (7.3%) 17.3 15.4 (10.7%) ====== ====== ====== ====== ====== ======

($ in millions) 2006 (1) 2007 (1) ------------------------------- ------------------------------- New Wrap. Current New Wrap. Current Proj. Proj. Var. Proj. Proj. Var. Net Sales $103.3 $100.6 (2.6%) $104.0 $103.6 (0.4%) Cost of Sales 64.0 61.9 3.3% 64.4 62.2 3.5% ------ ------ ------ ------ ------ ------ Gross Profit 39.3 38.7 (1.5%) 39.6 41.4 4.7% Selling and Administration 21.0 20.1 4.1% 21.2 20.7 2.4% Private Company Expenses and Fees -- 0.2 NM -- 0.2 NM Research and Development 1.3 1.3 (0.2%) 1.3 1.3 (1.3%) Depreciation 5.2 5.7 (9.6%) 5.1 5.5 (8.0%) ------ ------ ------ ------ ------ ------ Operating Income 11.8 11.4 (3.5%) 11.9 13.7 14.6% Depreciation 5.2 5.7 (9.6%) 5.1 5.5 (8.0%) Other Amortization/Non-Cash Items (2) 0.9 0.2 78.3% 0.9 0.2 78.3% ------ ------ ------ ------ ------ ------ EBITDA 17.9 17.3 (3.6%) 17.9 19.4 8.0% Plus: Public Company Expenses (3) 0.7 -- NM 0.7 -- NM Plus: Management Annuity Expense (4) 0.4 0.4 0.0% 0.4 0.4 0.0% Less: Non-Cash Pension-Related Items (2) (0.7) -- NM (0.7) -- NM Less: Private Company Expenses and Fees (0.2) -- NM (0.2) -- NM ------ ------ ------ ------ ------ ------ Adjusted EBITDA (Assumed private ownership) 18.2 17.7 (2.6%) 18.2 19.8 8.8% ====== ====== ====== ====== ====== ======
- ---------- (1) The New Wrapper Projections are from May 2003; the Current Projections are from November 2003. (2) The New Wrapper and the Revised Projections added back non-cash pension related expense to devise EBITDA. We deducted it to allow Adjusted EBITDA for the various projections to be comparable. (3) In the Current Projections, Public Company Expenses of $900K were eliminated from Corporate Expenses beginning in 2004. (4) Under private ownership, Management Annuity expenses of $400K forecasted in each model are assumed to be eliminated, which is reflected in the Adjusted EBITDA figures. LANE, BERRY & CO. International 15 [SYLVAN LOGO] STOCK PRICE / VOLUME NOVEMBER 7, 2001 - NOVEMBER 7, 2003 [LINE GRAPH DEPICTING STOCK PRICE/VOLUME NOVEMBER 7, 2001 - NOVEMBER 7, 2003] LANE, BERRY & CO. International 16 [SYLVAN LOGO] STOCK TRADING ACTIVITY NOVEMBER 7, 2001 - NOVEMBER 7, 2003 Volume in Thousands
CLOSING STOCK TOTAL TRADING PRICE RANGE VALUE - ------------- ------------- ~~$10.00 207 $10.00-$10.99 992 $11.00-$11.99 1,986 $12.00-$12.25 170 $12.25 < 634~~
LANE, BERRY & CO. International 17 [SYLVAN LOGO] ANALYSIS OF PROPOSED TRANSACTION LANE, BERRY & CO. International 18 [SYLVAN LOGO] SUMMARY TRANSACTION MULTIPLES
(USD in millions, except per share data) - ---------------------------------------- Purchase Price Per Share $12.25 Premium to November 7th Closing Price of $10.04 22.0% Fully Diluted Shares Outstanding 5.2 ------ EQUITY VALUE 64.2 Expected Debt as of 12/31/03: Revolver 30.0 Other Debt 1.3 Minority Interest 2.2 Cash and cash equivalents 4.0 ------ ENTERPRISE VALUE 93.7 Implied LTM Revenue Multiple 1.0x Implied FY'03E Revenue Multiple 1.0x Implied LTM EBITDA Multiple (1) 6.9x Implied FY'03E EBITDA Multiple (1) 7.2x Implied FY'03E Adjusted EBITDA Multiple (2) 6.4x Implied LTM P/E Ratio 18.3x Implied FY'03E P/E Ratio (1) 20.0x ------
- --------------- (1) Financial figures assume Sylvan remains a public company. EBITDA does not include the management annuity add-back of $400K and the Private Company fees and expenses of $200K and it does include all public company expenses which are $1.25mm in 2003. (2) Financial figures assume Sylvan becomes a private company. EBITDA adjusted for add-backs of $1.25mm and $400K for elimination of public company expenses and executive annuity expenses respectively in 2003. LANE, BERRY & CO. International 19 [SYLVAN LOGO] SUMMARY OF FIRST SYLVAN SALES PROCESS o LBCI CONTACTED A TOTAL OF 35 PROSPECTIVE BUYERS o 8 OF THE 14 STRATEGIC BUYERS RECEIVED A "TEASER" AND 1 OF THESE 8 RECEIVED A CONFIDENTIALITY AGREEMENT - None of the strategic buyers executed a Confidentiality Agreement; therefore, no strategic buyer received a "Wrapper" - The other 6 strategic buyers immediately declined further interest o 15 OF THE 21 FINANCIAL BUYERS RECEIVED A "TEASER" AND 10 OF THESE 15 EXECUTED A CONFIDENTIALITY AGREEMENT AND RECEIVED A "WRAPPER" - Some financial buyers that did not receive a "Teaser" or execute a Confidentiality Agreement evaluated the merits of a deal by using public filings o TWO FINANCIAL BUYERS, AMERICAN SECURITIES CAPITAL PARTNERS AND CADIGAN INVESTMENT PARTNERS, SUBMITTED A NON-BINDING INDICATION OF INTEREST - American Securities Capital Partners valued Sylvan at $10.00 - $11.00 per share - Cadigan Investment Partners valued Sylvan at $12.50 - $13.50 per share o THESE BUYERS WERE PROVIDED 2002E REVENUE AND EBITDA ESTIMATES OF $88.0 MILLION AND $16.1 MILLION RESPECTIVELY - American Securities Capital Partners' bid range: 1.0x 2002E Revenue & 5.3x 2002E EBITDA - 1.0x 2002E Revenue & 5.7x 2002E EBITDA - Cadigan Investment Partners' bid range: 1.1x 2002E Revenue & 6.3x 2002E EBITDA - 1.2x 2002E Revenue & 6.6x 2002E EBITDA
CALL TEASER BOOK BID ---- ------ ---- --- STRATEGIC 14 8 0 0 FINANCIAL 21 15 10 2 -- -- -- -- TOTAL 35 23 10 2 == == == ==
LANE, BERRY & CO. 20 International [SYLVAN LOGO] THE SNYDER GROUP ORIGINAL PRELIMINARY BID DETAILS THE ORIGINAL SNYDER GROUP OFFER INCLUDED THE FOLLOWING KEY ELEMENTS: DEAL CONSIDERATION - $11.00 cash for each share of Common Stock IMPLIED MULTIPLES (1) - 0.9x 2003E revenue - 6.0x 2003E EBITDA TRANSACTION STRUCTURE - Cash merger PRINCIPAL CONDITIONS TO CLOSING - Stock voting agreement for all stockholders who own 5% or more of the Common Stock of Sylvan (the "Significant Stockholders") - Agree to vote shares in favor of merger - Grant an irrevocable proxy to Newco to vote the shares in favor of the merger - Agree not to sell or otherwise dispose of their shares - Debt financing of at least $65mm of which approximately $15mm would be subordinated debt - Representations and warranties will be true in all material respects - No material adverse change in the financial condition, business or prospects of Sylvan will have occurred - Other customary approvals, consents, waivers and clearances (e.g. HSR) BREAK-UP FEE - Break-up fee in an amount to be determined payable if the merger is abandoned or fails to close as a result of: - A material breach by Sylvan or any Significant Stockholder - Acceptance by Sylvan's Board of Directors of a superior bid proposal - --------------- (1) Implied multiples are calculated off of the New Wrapper Projections for Revenue and EBITDA ($97.0mm and $15.1mm respectively). LANE, BERRY & CO. International 21 [SYLVAN LOGO] SUMMARY OF SECOND SYLVAN SALES PROCESS o LBCI AND MORGAN JOSEPH CONTACTED A TOTAL OF 73 PROSPECTIVE BUYERS o 13 OF THE 32 STRATEGIC BUYERS RECEIVED A "TEASER" AND 1 OF THESE 13 EXECUTED A CONFIDENTIALITY AGREEMENT AND RECEIVED A "WRAPPER" - The other 19 strategic buyers immediately declined further interest o 27 OF THE 41 FINANCIAL BUYERS RECEIVED A "TEASER" AND 12 OF THESE 27 EXECUTED A CONFIDENTIALITY AGREEMENT AND RECEIVED A "WRAPPER" - Some financial buyers that did not receive a "Teaser" or execute a Confidentiality Agreement evaluated the merits of a deal by using public filings o THE FOLLOWING FOUR FINANCIAL BUYERS SUBMITTED A NON-BINDING INDICATION OF INTEREST: AMERICAN SECURITIES CAPITAL PARTNERS, KEY KOSMONT, LAKE PACIFIC PARTNERS AND THE TOKARZ GROUP (1) o THESE BUYERS WERE PROVIDED 2003E REVENUE AND EBITDA ESTIMATES OF $97.0 MILLION AND $15.1 MILLION RESPECTIVELY
CALL TEASER BOOK BID ---- ------ ---- --- STRATEGIC 32 13 1 0 FINANCIAL 41 27 12 4 -- -- -- -- TOTAL 73 40 13 4 == == == ==
- --------------- (1) The Tokarz Group is run by Michael Tokarz who is the Chairman of Cadigan Investment Partners. LANE, BERRY & CO. International 22 [SYLVAN LOGO] PRELIMINARY BID DETAILS THE COMPREHENSIVE SALES PROCESS CONDUCTED BY LBCI AND MORGAN JOSEPH PRODUCED FOUR PRELIMINARY BIDS WHICH ARE SUMMARIZED BELOW:
PRICE PER FINANCING PROSPECTIVE BUYER SHARE RANGE IMPLIED MULTIPLES (1) SOURCES COMMENTS - ----------------- ----------- --------------------- ------------- -------- AMERICAN SECURITIES $8.00 0.8x 2003E Revenue Not disclosed o Submitted verbal bid CAPITAL PARTNERS 5.0x 2003E EBITDA KEY KOSMONT $7.00 - $9.00 0.7x - 0.8x 2003E Revenue Not disclosed o Tender offer 4.6x - 5.3x 2003E EBITDA o 5% - 10% management ownership o Lock-up agreements with large stockholders LAKE PACIFIC PARTNERS $11.50 1.0x 2003E Revenue Senior Debt o Merger Submitted a second two- 6.2x 2003E EBITDA Equity: o Agreement by D. Zensen to roll tiered preliminary bid: half of his shares Lake Pacific o Obtain financing from SWIB and bank lenders $12.00 for Outsiders 1.0x 2003E Revenue SWIB $11.50 for Insiders 7.1x 2003E EBITDA (2) Dennis Zensen THE TOKARZ GROUP $10.00 0.9x 2003E Revenue Senior Debt o Tender offer or statutory merger 5.7x 2003E EBITDA Equity
- --------------- (1) Implied Revenue and EBITDA multiples calculated from projected 2003 financials on prior page except for Lake Pacific's revised offer multiples which are calculated off of the September 2003E Revenue and EBITDA projections ($95.9 million and $13.0 million respectively) as their revised bid was based on these projections. (2) Implied Revenue and EBITDA multiples assume $12.00 per share is paid in cash to all Sylvan stockholders. LANE, BERRY & CO. International 23 [SYLVAN LOGO] VALUATION OVERVIEW LANE, BERRY & CO. International 24 [SYLVAN LOGO] SUMMARY - SYLVAN IMPLIED PRICE PER SHARE [BAR CHART DEPICTING SUMMARY - SYLVAN IMPLIED PRICE PER SHARE] IMPLIED MULTIPLES ~~2003E EBITDA 4.75x to 6.55x 5.05x to 7.90x 6.45x to 6.95x 6.90x to 7.60x 2003E Adj. EBITDA 4.25x to 5.80x 4.50x to 7.00x 5.70x to 6.15x 6.15x to 6.75x~~

LANE, BERRY & CO. International 25 [SYLVAN LOGO] PUBLIC EQUITY COMPARABLES OVERVIEW METHODOLOGY o To determine the current public market value and trading multiples of companies similar to Sylvan, thereby imputing a "public market" valuation range COMPANY SELECTION o LBCI analyzed a range of public food and agricultural producers and selected three sectors comprising six trading comparables for analysis: Food Processors: Fresh Produce Companies: Agricultural Companies: Archer-Daniels-Midland Chiquita Brands Delta and Pine Bunge Fresh Del Monte Hines Horticulture

ISSUES o No control premium is reflected in the results of the public market valuation o There are no direct public company comparables to the Company o Many of the listed companies are substantially larger than the Company which affects their direct applicability vis-a-vis valuation LANE, BERRY & CO. International 26 [SYLVAN LOGO] PUBLIC EQUITY COMPARABLES ANALYSIS
(USD in Millions) STOCK % OF FD EV / REVENUE PRICE 52-WEEK EQUITY ENTERPRISE ------------------------------ COMPANY 11/7/03 HIGH VALUE VALUE LTM CY'03E CY'04E - ------- ------- ---- ----- ----- --- ------ ------ SYLVAN $10.04 84% $51.8 $83.2 0.9X 0.9X 0.9X FOOD PROCESSING COMPANIES Archer-Daniels-Midland (1) $14.28 96% $9,247.5 $11,080.1 0.3x 0.3x 0.3x Bunge (2) 26.75 86% 2,698.5 4,706.5 0.2x 0.2x 0.2x FRESH PRODUCE COMPANIES Chiquita Brands (3) 19.78 99% 793.2 1,019.3 0.3x 0.4x 0.4x Fresh DelMonte 25.95 89% 1,485.1 1,435.4 0.6x 0.6x 0.6x AGRICULTURAL COMPANIES Delta and Pine 24.55 96% 998.2 859.8 3.1x 2.9x 2.6x Hines Horticulture (4) 4.00 89% 88.3 330.8 1.0x NA NA HIGH 99% 3.1X 2.9X 2.6X MEDIAN 93% 0.5X 0.4X 0.4X LOW 86% 0.2X 0.2X 0.2X

EV / EBITDA P / E -------------------------------- ---------------------------------- LTM CY'03E CY'04E LTM CY'03E CY'04E --- ------ ------ --- ------ ------ SYLVAN 6.2X 6.4X 6.0X 15.0X 16.4X 13.6X FOOD PROCESSING COMPANIES Archer-Daniels-Midland (1) 7.6x 7.1x 5.7x 18.7x 17.4x 13.0x Bunge (2) 6.8x 6.4x 5.1x 9.8x 11.0x 9.2x FRESH PRODUCE COMPANIES Chiquita Brands (3) 5.7x 6.5x 5.3x 9.1x 11.4x 7.3x Fresh DelMonte 5.1x 4.7x 4.4x 6.6x 6.8x 6.6x AGRICULTURAL COMPANIES Delta and Pine 13.2x 11.8x 9.4x 29.1x 24.8x 18.4x Hines Horticulture (4) 5.7x NA NA 7.6x 2.3x NA HIGH 13.2X 11.8X 9.4X 29.1X 24.8X 18.4X MEDIAN 6.3X 6.5X 5.3X 9.5X 11.2X 9.2X LOW 5.1X 4.7X 4.4X 6.6X 2.3X 6.6X

REVENUE EBITDA EARNINGS PER SHARE -------------------------- ------------------------------- ------------------------------ LTM CY'03E CY'04E LTM CY'03E (5) CY'04E (5) LTM CY'03E (5) CY'04E (5) ----- ------ ------ ----- ---------- ---------- ----- ---------- ---------- SYLVAN FINANCIALS $ 93.4 $ 95.9 $ 96.9 $ 13.5 $ 13.1 $ 14.0 $ 0.67 $ 0.61 $ 0.74 IMPLIED SYLVAN PRICE PER SHARE HIGH $49.29 $47.95 $42.47 $28.39 $23.76 $19.33 $19.47 $15.24 $13.58 MEDIAN $ 2.46 $ 0.53 $ 1.42 $10.37 $10.29 $ 8.14 $ 6.35 $ 6.86 $ 6.82 LOW NM NM NM $ 7.34 $ 5.91 $ 5.81 $ 4.42 $ 1.41 $ 4.86
- --------------- (1) Pro forma for the acquisition of Minnesota Corn Processsors LLC. (2) Pro forma for the acquisition of Cereol S.A. and for the sale of its Lesieur bottled oil business. (3) Pro forma for the acquisition of Scipio and the sale of Chiquita Processed Foods. (4) Pro forma for the 9/11/03 issuance of $175mm in senior notes. (5) Financial figures assume Sylvan remains a public company. CY'03E and CY'04E EBITDA, and CY'03E and CY'04E EPS do not include the management annuity add-back of $400K and the Private Company fees and expenses of $200K, and do include all public company expenses, which are $1.25mm in 2003 and $900K in 2004. LANE, BERRY & CO. International 27 [SYLVAN LOGO] M&A COMPARABLES OVERVIEW METHODOLOGY o To determine the historical private market value and transaction multiples of companies similar to the Company, thereby imputing a "transaction" valuation range ISSUES o Multiples paid in the transaction analysis may reflect potential synergies an acquiror could realize as a result of the target's operating scale o There are no direct M&A comparable transactions LANE, BERRY & CO. International 28 [SYLVAN LOGO] M&A COMPARABLES ANALYSIS
(USD in Millions) ANN. DATE ACQUIROR TARGET - --------- -------- ------ 6/2/03 Fox Paine and Co. Seminis 2/4/03 Riviana Foods ACH Food Companies, Rice Business 12/18/02 Investor Group (1) Dole Food Company 7/22/02 Bunge Cereol S.A. 1/7/02 Kerry Group Stearns & Lehman 8/17/01 Nippon Suisan Gorton's Seafood & Bluewater Seafoods 2/20/01 Lesaffre et Compagnie Sensient Technologies' Red Star Yeast & Products (2) 12/21/00 Investor Group Michael Foods 10/17/00 Kerry Group Armour Food Ingredients 12/17/99 Moneys Mushrooms Vlasic Foods, Vlasic Farms Fresh Mushrooms Business 9/16/98 Pictsweet LLC United Foods Inc.

TRANSACTION VALUE / LTM TRANS. --------------------- DESCRIPTION VALUE REVENUE EBITDA - ----------- ----- ------- ------ Worldwide producer and marketer of vegetable and fruit seeds $ 625.0 1.3x 7.8x Producer of rice products 24.0 0.7x NA Producer and marketer of fruits and vegetables 2,500.0 0.6x 6.4x Manufacturer of seed oils and olive oils 1,496.3 0.3x 5.5x Stearns & Lehman is a manufacturer of coffeehouse chain, 26.0 1.3x NA foodservice and branded Italian-style flavoured syrups Gorton's is a retail frozen seafood brand in 175.0 0.7x 8.8x the U.S. & Bluewater is a brand in Canada Supplier of yeast to the commercial bakery market 122.0 1.0x 7.1x Producer and distributor of food products in four areas: egg products, 747.2 0.7x 5.5x refrigerated distribution, dairy products and potato products Provide a wide range of specialty food ingredients 35.0 0.9x NA Producer of fresh mushrooms 50.0 0.4x NM Grower, processor, marketer and distributor of food products 63.1 0.3x 4.9x HIGH $2,500.0 1.3X 8.8X MEDIAN $ 122.0 0.7X 6.4X LOW $ 24.0 0.3X 4.9X

LTM ----------------- REVENUE EBITDA ------- ------ SYLVAN FINANCIALS $ 93.4 $ 13.5 IMPLIED SYLVAN PRICE PER SHARE HIGH $18.18 $16.84 MEDIAN $ 6.43 $10.66 LOW NM $ 6.77
- ---------------- (1) David H. Murdock, Chairman and CEO of Dole, acquired the 76% of Dole's outstanding common stock that he and his family did not own. (2) Revenue is an actual figure, EBITDA is an estimate. LANE, BERRY & CO. 29 International [SYLVAN LOGO] LBO ANALYSIS OVERVIEW METHODOLOGY o To determine the potential price a financial buyer could pay assuming certain benchmarks of financial leverage and required returns o This analysis uses "private company" figures to reflect the operations as if the Company were no longer a public company BENCHMARK SELECTION o LBCI identified the following key benchmarks in performing its analysis: -- Maximum pro forma Senior Debt / 2003E Adjusted EBITDA of 3.25x -- Maximum pro forma Total Debt / 2003E Adjusted EBITDA of 4.25x -- Minimum equity returns of approximately 17% to the mezzanine debt holders -- Minimum equity returns to the sponsor of approximately 25% LANE, BERRY & CO. 30 International [SYLVAN LOGO] LBO ANALYSIS SOURCES & USES OF FUNDS (USD IN MILLIONS) CUM. MULT. FY03E
ADJUSTED SOURCES AMT. % TOTAL EBITDA USES AMT. - ------- ----- ------- ---------- ---- ----- Revolver (1) $27.9 30.6% 1.9x Equity Purchase Price $55.8 Term Loan A 20.0 22.0% 3.3x Refinance Debt 31.3 Mezzanine 14.7 16.2% 4.3x Transaction Fees & Expenses 4.0 ----- ----- Subtotal 62.6 68.8% 4.3x Sponsor Equity 28.4 31.2% 6.2x ----- ----- ----- TOTAL SOURCES $91.0 100.0% 6.2x TOTAL USES $91.0 ===== ===== ==== =====
TRANSACTION SUMMARY Current Stock Price $10.04 PURCHASE PRICE PER SHARE 10.75 Shares Outstanding 5.2 ------ Equity Value 55.8 Plus: Existing Debt 31.3 Plus: Existing Minority Interest 2.2 Less: Existing Cash 4.0 ------ Total Enterprise Value 85.3 TEV AS A MULTIPLE OF: FY'03E EBITDA (2) 6.5x FY'03E Adjusted EBITDA (3) 5.8x ======

OWNERSHIP TABLE
PF DILUTED VALUE IN OWNER. WARRANTS OWNER. 2008 IRR ------ -------- ------- -------- ---- Sponsor Group 94.5% 0.0% 94.5% $ 88.0 25.4% Mezzanine (12.0%) 0.0% 5.5% 5.5% 21.6 17.0% ---- --- ----- ----- ---- TOTAL 94.5% 5.5% 100.0% 109.7 ==== === ===== =====
SUMMARY CREDIT AND LEVERAGE STATISTICS
PROJECTED FISCAL YEARS ENDING DECEMBER 31, PRO FORMA ------------------------------------ 12/31/03E 2004 2005 2006 2007 --------- ---- ---- ---- ---- Bank Debt / Adj. EBITDA (3) 3.3x 2.8x 2.4x 1.7x 1.1x Total Debt / Adj. EBITDA (3) 4.3 3.8 3.4 2.6 1.9 Adj. EBITDA / Interest Expense (3) 3.2 3.2 3.6 4.4 5.5 Adj. EBITDA-CapEx / Int Expense (3) 2.4 2.4 2.7 3.4 4.4
RETURNS TO SPONSOR'S EQUITY
PURCHASE PRICE PER SHARE ------------------------------------------------------------------------------- $ 9.75 $ 10.25 $10.75 $11.25 $11.75 $12.25 ------ ------- ------ ------ ------ ------ 5.50X 28.8% 26.1% 23.7% 21.6% 19.7% 17.9% 2008 5.75X 30.3% 27.6% 25.1% 23.0% 21.0% 19.2% ADJ. EBITDA 6.00X 31.7% 28.9% 26.5% 24.3% 22.3% 20.5% EXIT MULTIPLE (3) 6.25X 33.0% 30.3% 27.8% 25.6% 23.6% 21.7% 6.50X 34.3% 31.5% 29.0% 26.8% 24.8% 22.9%
- ---------- (1) Assumes a $30mm revolver that is drawn $27.9mm at close. Also, assumes that $1.3mm of other debt is refinanced as well. (2) Financial figures assume Sylvan remains a public company. EBITDA does not include the management annuity add-back of $400K and the Private Company fees and expenses of $200K and it does include all public company expenses which are $1.25mm in 2003 and $900K in 2004-2008. (3) Financial figures assume Sylvan becomes a private company. EBITDA adjusted for add-backs of $1.25mm and $400K for elimination of public company expenses and executive annuity expenses respectively in 2003 and for aforementioned amounts in all future periods. LANE, BERRY & CO. 31 International [SYLVAN LOGO] DCF ANALYSIS OVERVIEW METHODOLOGY o To determine the present value of the projected after-tax free cash flows of the Company utilizing an EBITDA exit multiple terminal value and a range of discount rates VARIABLES VARIABLE SELECTED RANGE -------- -------------- -- EBITDA Exit Multiple (2008): -- 5.50x-6.50x -- Discount Rate Range: -- 12.0%-14.0% LANE, BERRY & Co. International 32 [SYLVAN LOGO] DCF ANALYSIS
YEAR ENDING DECEMBER 31, --------------------------------------------------------------- (USD in Millions) 2004 2005 2006 2007 2008 TV - ----------------- ---- ---- ---- ---- ---- -- SUMMARY FINANCIALS: REVENUE $ 96.9 $ 97.7 $ 100.6 $ 103.6 $ 106.7 Growth % -- 0.8% 3.0% 3.0% 3.0% ADJUSTED EBITDA (1) 14.0 14.3 16.6 18.7 19.3 Margin % 14.4% 14.7% 16.5% 18.0% 18.0% EBIT 7.4 8.1 10.7 13.0 13.7 Margin % 7.7% 8.3% 10.6% 12.5% 12.9% FREE CASH FLOW ANALYSIS: EBIT * (1 - Tax Rate) 4.9 5.3 7.0 8.5 9.0 Plus: Depreciation 6.3 6.0 5.7 5.5 5.3 Plus: Amortization 0.2 0.2 0.2 0.2 0.2 Plus: Change in Working Capital (0.1) (0.1) (0.4) (0.4) (0.6) Less: Capital Expenditures 3.9 3.9 3.9 3.9 3.9 --- --- --- ---- ---- FREE CASH FLOW 7.4 7.5 8.7 10.0 10.0 EBITDA (2008) 19.3 EBITDA Multiple 6.00x TERMINAL VALUE 115.6 --- --- --- ---- ---- ------- Total Free Cash Flow 7.4 7.5 8.7 10.0 10.0 115.6 Weighted Average Cost of Capital 13.0% PRESENT VALUE OF FCF 6.6 5.9 6.0 6.1 5.5 62.7 === === === ==== ==== =======
IMPLIED ENTERPRISE VALUE: TOTAL ENTERPRISE VALUE $92.8 Less: Net Debt 29.4 EQUITY VALUE 63.3 FD Shares Outstanding 5.2 IMPLIED PRICE PER SHARE $12.29

SENSITIVITY ANALYSIS: 5.50X 5.75X 6.00X 6.25X 6.50X ----- ----- ----- ----- ----- 12.0% $11.94 $12.47 $13.00 $13.53 $14.06 12.5% 11.60 12.12 12.64 13.16 13.67 13.0% 11.27 11.78 12.29 12.80 13.30 13.5% 10.96 11.45 11.95 12.44 12.94 14.0% 10.65 11.13 11.62 12.10 12.59
- --------------- (1) Financial figures assume Sylvan remains a public company. EBITDA does not include the management annuity add-back of $400K and the Private Company fees and expenses of $200K and it does include all public company expenses which are $900K in 2004-2008. LANE, BERRY & CO. International 33 [SYLVAN LOGO] WACC ANALYSIS
TOTAL DEBT & COMPARABLE COMPANIES COST OF EQUITY TOTAL PREFERRED EFFECTIVE UNLEVERED PREF'D STOCK / (USD in Millions) BETA (1) EQUITY (2)(8) VALUE DEBT STOCK TAX RATE BETA (3) CAPITAL - -------------------- -------- ------------- -------- -------- ---------- --------- --------- -------------- Archer-Daniels-Midland 0.64 10.2% $9,247.5 $3,543.5 $ 0.0 28.5% 0.50 27.7% Bunge 0.60 10.4% 2,698.5 2,072.0 0.0 26.3% 0.38 43.4% Chiquita Brands 0.79 12.1% 793.2 276.5 0.0 12.0% 0.60 25.8% Delta and Pine 0.51 10.3% 998.2 (141.7) 0.0 35.5% 0.56 (16.5%) Fresh DelMonte 0.71 11.4% 1,485.1 (33.6) 0.0 8.5% 0.73 (2.3%) Hines Horticulture NA NA 88.3 242.5 0.0 41.0% NA 73.3% MEAN 0.65 10.9% $2,551.8 $ 993.2 $ 0.0 25.3% 0.56 25.2% MEDIAN 0.64 10.4% $1,241.7 $ 259.5 $ 0.0 27.4% 0.56 26.8% SYLVAN 0.44 17.5% 51.8 29.3 0.0 34.5% 0.31 38.0%

WEIGHTED AVERAGE COST ASSUMPTIONS UNLEVERED OF CAPITAL (4) LEVERED COST OF EQUITY (5) - ----------- ---------------------------- ---------------------------------- Pretax Cost of Debt (Kd)(6) 5.0% Risk-Free Rate (Rf)(7) 5.3% BETA TARGET DEBT & PREF'D / TARGET DEBT & PREF'D / ENTERPRISE VALUE ENTERPRISE VALUE ---------------------------- ---------------------------------- 35.0% 40.0% 45.0% 35.0% 40.0% 45.0% ---------- ----- ----- ----- ----- ----- ----- Equity Risk Premium (Rm-Rf)(8) 7.0% 0.45% 13.3% 12.7% 12.1% 18.7% 18.9% 19.3% Size Premia (Sp)(9) 9.2% 0.50% 13.6% 13.0% 12.4% 19.2% 19.4% 19.8% Tax Rate For Target (Tr) 34.5% 0.55% 13.9% 13.3% 12.7% 19.6% 20.0% 20.3% Equity Political Risk Premium (Rp) 0.0% 0.60% 14.2% 13.6% 13.0% 20.1% 20.5% 20.9% Other Risk Premium (Ro) 0.0% 0.65% 14.5% 13.9% 13.2% 20.6% 21.0% 21.4%
- ----------------- (1) Source: two years of weekly data vs. the S&P 500 from Bloomberg. (2) Cost of Equity = Risk-Free Rate (Rf) + (Equity Beta (Be) * Equity Risk Premium (Rm-Rf)) + Size Premia (Sp). (3) Unlevered Beta = Be / (1+(D*(1-Tr) + P) / E). (4) WACC= [(Rf +Be * (Rm-Rf) + Sp + Rp) *%E] +[Kd * (1-Tr) * % D] + Ro. Assumes pretax cost of debt remains constant. (5) Levered Cost of Equity = [Rf + Be * (Rm-Rf) + Sp +Rp)] +Ro. (6) Any political risk premium (Rp) associated with debt is included in the pretax cost of debt (Kp). (7) Risk-Free Rate based on 30-year U.S. Treasury Yield as of 11/7/03. (8) Source: 2003 Ibbotson Risk Premia Report. Based on the differences of large company total arithmetic mean returns minus long-term bond income returns from 1926-2002. (9) Cost of equity premia based on equity market capitalization. Micro-cap (within $0.5mm - $64.8mm) =9.2%. Amounts per 2003 Ibbotson Risk Premia Report. LANE, BERRY & CO. 34 International [SYLVAN LOGO] CONCLUSION LANE, BERRY & CO. 35 International [SYLVAN LOGO] CONCLUSION AS OF THE DATE HEREOF, LBCI IS PREPARED TO DELIVER ITS FAIRNESS OPINION WITH RESPECT TO THE FAIRNESS, FROM A FINANCIAL POINT OF VIEW, OF THE MERGER CONSIDERATION TO BE RECEIVED BY THE COMMON STOCKHOLDERS. LANE, BERRY & CO. International 36 EX-99.C.9 11 j0476002exv99wcw9.txt SPECIAL COMMITTEE DISCUSSION MATERIALS 9/29/03 EXHIBIT(c)(9) CONFIDENTIAL Discussion Materials For The Special Committee of [SYLVAN LOGO] September 29, 2003 LANE, BERRY & CO. International [SYLVAN LOGO] AGENDA 1. EXECUTIVE SUMMARY 2. SUMMARY OF PROPOSED TRANSACTION 3. OVERVIEW OF SYLVAN 4. ANALYSIS OF PROPOSED TRANSACTION 5. VALUATION OVERVIEW LANE, BERRY & CO. International 2 [SYLVAN LOGO] EXECUTIVE SUMMARY LANE, BERRY & CO. International 3 [SYLVAN LOGO] EXECUTIVE SUMMARY - SUMMARY OF PROPOSED TRANSACTION - Lake Pacific Partners has proposed to purchase all the outstanding shares of Common Stock, par value $0.001 per share (the "Common Stock") - After the Proposed Transaction, Sylvan will become a privately held company - CONSIDERATION FOR THE PROPOSED TRANSACTION - The shareholders deemed not to be Insiders (the "Outsiders" or "Outside Shareholders") receive $12.00 cash for each share of Common Stock which aggregates to [ ] million - The Inside Shareholders receive $11.50 cash for each share of Common Stock which aggregates to [ ] million - Lake Pacific Partners will contribute up to $40 million as equity - State of Wisconsin Investment Board will contribute up to $15 million as either equity or as a mezzanine security - Dennis Zensen, Sylvan's Chairman and CEO, will contribute at least [$4.3] million through a rollover of at least 50% of his [724,128] shares - The remaining source of funds will come from either renewing the existing bank loan with Citizens or a new senior debt financing - PROCESS & TIMING OF THE PROPOSED TRANSACTION - Sign the definitive merger, agreement by October 7, 2003 - File proxy statement with the SEC by October 15, 2003 - Receive approval from the SEC and mail proxies to the shareholders by November 26, 2003 - Hold special meeting and shareholder vote by the middle of December - Proposed Transaction Closes; a subsidiary to be created by Lake Pacific Partners merges with and into Sylvan pursuant to a [reverse triangular merger] by the end of December 2003 LANE, BERRY & CO. International 4 [SYLVAN LOGO] SUMMARY OF PROPOSED TRANSACTION LANE, BERRY & CO. International 5 [SYLVAN LOGO] SUMMARY OF KEY TERMS OF THE PROPOSED TRANSACTION THE LAKE PACIFIC PARTNERS OFFER INCLUDES THE FOLLOWING KEY ELEMENTS: DEAL CONSIDERATION - Two-tiered cash consideration for Sylvan's Common Stock - The Outside Shareholders receive $12.00 cash for each share of Common Stock - The Inside Shareholders receive $11.50 cash for each share of Common Stock TRANSACTION STRUCTURE - [Reverse triangular merger] PRINCIPAL CONDITIONS TO CLOSING - Shareholder vote approval - Dennis Zensen must have consummated his stock roll-over - Indebtedness of the Company must not exceed $40mm (1) - Lake Pacific Partners must obtain financing on terms at least as favorable as the terms in the commitment letters - Material adverse change out BREAK-UP FEE - 1.5% bid by Special Committee vs. $2.5mm ask by Lake Pacific Partners - ---------- (1) As stated in Lake Pacific's preliminary bid letter. Exact amount to be negotiated. LANE, BERRY & CO. International 6 [SYLVAN LOGO] OVERVIEW OF SYLVAN LANE, BERRY & CO. International 7 [SYLVAN LOGO] KEY PERFORMANCE METRICS
($ in millions) 2003 2000 2001 2002 ---------------------------------------------------- -------------------------- Old Wrap. New Wrap. Rev. 2003 Current Actual Actual Actual Proj. Proj. Proj. Proj. ------ ------ ------ ----- ----- ----- ----- Net Sales $85.9 $85.9 $88.2 $88.9 $97.0 $95.9 Cost of Sales 47.9 49.8 52.1 53.0 61.9 61.4 ----- ----- ----- ----- ----- ----- Gross Profit 38.0 36.1 36.1 35.9 35.1 34.4 Selling and Administration 19.5 18.0 19.4 17.7 19.7 20.4 Lake Pacific Expenses and Fees 0.0 0.0 0.0 0.0 0.0 0.0 Research and Development 1.8 1.7 2.0 1.9 1.2 1.2 Depreciation 5.2 5.4 5.6 5.7 5.6 6.7 ----- ----- ----- ----- ----- ----- Operating Income 11.5 11.0 9.1 10.6 8.5 6.6 6.1 Depreciation 5.2 5.4 5.6 5.7 5.6 6.3 6.7 Other Amortization/Non-Cash Items (1) 0.7 0.8 0.2 0.2 0.9 1.1 0.2 ----- ----- ----- ----- ----- ---- ----- EBITDA 17.4 17.2 14.9 16.5 15.1 14.0 13.0 Public Company Expenses (2) 0.7 0.7 0.7 1.1 Management Annuity Expense (3) 0.4 0.4 0.4 0.4 ----- ----- ---- ----- Adjusted EBITDA 17.6 16.2 15.1 14.5

YTD July 2003 ----------------------------- Revised Actual Var. ------- ------ ---- Net Sales $53.3 $53.2 (0.2%) Cost of Sales 33.6 33.4 0.6% ----- ----- ---- Gross Profit 19.7 19.8 0.5% Selling and Administration 12.1 12.1 0.4% Lake Pacific Expenses and Fees 0.0 0.0 Research and Development 0.9 0.9 (1.3%) Depreciation 3.6 3.7 (1.0%) ----- ----- ---- Operating Income 3.1 3.2 3.6% Depreciation 3.6 3.7 (1.0%) Other Amortization/Non-Cash Items (1) 0.1 0.1 ----- ----- ---- EBITDA 6.8 7.0 2.2% Public Company Expenses (2) Management Annuity Expense (3) Adjusted EBITDA
- ---------- (1) In defining EBITDA, Lake Pacific Partners does not add-back non-cash pension related items of $670K per year. This difference is reflected in the variances between the Old and Current Projections figures for Other Amortization/Non-Cash Items. Additionally, YTD July 2003 Amortization expense is an estimate. (2) In the New Wrapper and Current projections, Public Company Expenses of $700K and $1.1mm, respectively, were eliminated from Corporate Expenses in 2004 and assumed to be eliminated thereafter in the amounts of $900K in 2005 and $800K in 2006 and 2007. (3) In the the New Wrapper and Current projections, Management Annuity expenses of $400K are assumed to be eliminated from Corporate Expenses beginning in 2004 which is reflected in the Adjusted EBITDA figures. LANE, BERRY & CO. International 8 [SYLVAN LOGO] KEY PERFORMANCE METRICS (CONT'D)
($ in millions) 2004 2005 ------------------------------ ------------------------------- New Wrap. Current New Wrap. Current Proj. Proj. Var. Proj. Proj. Var. ----- ----- ---- ----- ----- ---- Net Sales $99.4 $96.9 (2.6%) $101.5 $97.7 (3.8%) Cost of Sales 62.7 61.5 2.0% 63.4 61.8 2.5% ----- ----- ---- ------ ----- ---- Gross Profit 36.7 35.4 (3.5%) 38.1 35.9 (5.9%) Selling and Administration 19.6 19.5 0.7% 20.0 19.6 2.2% Lake Pacific Expenses and Fees 0.0 0.2 0.0 0.2 Research and Development 1.3 1.3 0.4% 1.3 1.3 2.3% Depreciation 5.5 6.3 (15.6%) 5.3 6.0 (12.1%) ----- ----- ---- ------ ----- ---- Operating Income 10.3 8.1 (21.2%) 11.5 8.8 (23.1%) Depreciation 5.5 6.3 (15.6%) 5.3 6.0 (12.1%) Other Amortization/Non-Cash Items (1) 0.9 0.2 78.3% 0.9 0.2 78.3% ----- ----- ---- ------ ----- ---- EBITDA 16.7 14.7 (12.3%) 17.8 15.0 (15.3%) Public Company Expenses (2) Management Annuity Expense (3) 0.4 0.4 0.0% 0.4 0.4 0.0% ----- ----- ---- ------ ----- ---- Adjusted EBITDA 17.1 15.1 (12.0%) 18.2 15.4 (15.0%) ===== ===== ==== ====== ===== ====

($ in millions) 2006 2007 ------------------------------- --------------------------------- New Wrap. Current New Wrap. Current Proj. Proj. Var. Proj. Proj. Var. ----- ----- ---- ----- ----- ---- Net Sales $103.3 $100.6 (2.6%) $104.0 $103.6 (0.4%) Cost of Sales 64.0 61.9 3.3% 64.4 62.2 3.5% ------ ------ ----- ------ ------ ---- Gross Profit 39.3 38.7 (1.5%) 39.6 41.4 4.7% Selling and Administration 20.3 20.1 0.8% 20.5 20.7 (0.9%) Lake Pacific Expenses and Fees 0.0 0.2 0.0 0.2 Research and Development 1.3 1.3 (0.2%) 1.3 1.3 (1.3%) Depreciation 5.2 5.7 (9.6%) 5.1 5.5 (8.0%) ------ ------ ----- ------ ------ ---- Operating Income 12.5 11.4 (8.9%) 12.6 13.7 8.3% Depreciation 5.2 5.7 (9.6%) 5.1 5.5 (8.0%) Other Amortization/Non-Cash Items (1) 0.9 0.2 78.3% 0.9 0.2 78.3% ------ ------ ------ ------ ------ ---- EBITDA 18.6 17.3 (7.2%) 18.6 19.4 3.9% Public Company Expenses (2) Management Annuity Expense (3) 0.4 0.4 0.0% 0.4 0.4 0.0% ------ ------ ----- ------ ------ ---- Adjusted EBITDA 19.0 17.7 (7.0%) 19.0 19.8 3.8% ====== ====== ====== ====== ====== ====
- ---------- (1) In defining EBITDA, Lake Pacific Partners does not add-back non-cash pension related items of $670K per year. This difference is reflected in the variances between the Old and Current Projections figures for Other Amortization/Non-Cash Items. Additionally, YTD July 2003 Amortization expense is an estimate. (2) In the New Wrapper and Current projections, Public Company Expenses of $700K and $1.1mm, respectively, were eliminated from Corporate Expenses in 2004 and assumed to be eliminated thereafter in the amounts of $900K in 2005 and $800K in 2006 and 2007. (3) In the the New Wrapper and Current projections, Management Annuity expenses of $400K are assumed to be eliminated from Corporate Expenses beginning in 2004 which is reflected in the Adjusted EBITDA figures. LANE, BERRY & CO. International 9 [SYLVAN LOGO] STOCK PRICE / VOLUME SEPTEMBER 26, 2001 - SEPTEMBER 26, 2003 [LINEGRAPH DEPICTING STOCK PRICE/VOLUME SEPTEMBER 26, 2001 - SEPTEMBER 26, 2003] LANE, BERRY & CO. International 10 [SYLVAN LOGO] ANALYSIS OF PROPOSED TRANSACTION LANE, BERRY & CO. International 11 [SYLVAN LOGO] SUMMARY TRANSACTION MULTIPLES
(USD in millions, except per share data) - ---------------------------------------- Purchase Price Per Share $12.00 Fully Diluted Shares Outstanding 5.2 ------ EQUITY VALUE 62.7 Expected Debt as of 12/31/03: Revolver 30.0 Other Debt 1.3 Minority Interest 2.1 Cash and cash equivalents 4.0 ------ ENTERPRISE VALUE 92.1 Implied LTM Revenue Multiple 1.0x Implied FY'03E Revenue Multiple 1.0x Implied LTM EBITDA Multiple 6.6x Implied FY'03E EBITDA Multiple (1) 7.1x Implied FY'03E Adjusted EBITDA Multiple (2) 6.4x Implied LTM P/E Ratio 16.9x Implied FY'03E P/E Ratio (1) 22.1x
- ---------- (1) Financial figures assume Sylvan remains a public company. EBITDA does not include the management annuity add-back of $400K and the Lake Pacific fees and expenses of $200K and it does include all public company expenses which are $1.1mm in 2003. (2) Financial figures assume Sylvan becomes a private company. EBITDA adjusted for add-backs of $1.1mm and $400K for elimination of public company expenses and executive annuity expenses respectively in 2003. LANE, BERRY & CO. International 12 [SYLVAN LOGO] SUMMARY OF FIRST SYLVAN SALES PROCESS - - LBCI CONTACTED A TOTAL OF 35 PROSPECTIVE BUYERS - - 8 OF THE 14 STRATEGIC BUYERS RECEIVED A "TEASER" AND 1 OF THESE 8 RECEIVED A CONFIDENTIALITY AGREEMENT - None of the strategic buyers executed a Confidentiality Agreement; therefore, no strategic buyer received a "Wrapper" - The other 6 strategic buyers immediately declined further interest - - 15 OF THE 21 FINANCIAL BUYERS RECEIVED A "TEASER" AND 10 OF THESE 15 EXECUTED A CONFIDENTIALITY AGREEMENT AND RECEIVED A "WRAPPER" - Some financial buyers that did not receive a "Teaser" or execute a Confidentiality Agreement evaluated the merits of a deal by using public filings - - TWO FINANCIAL BUYERS, AMERICAN SECURITIES CAPITAL PARTNERS AND CADIGAN INVESTMENT PARTNERS, SUBMITTED A NON-BINDING INDICATION OF INTEREST - American Securities Capital Partners valued Sylvan at $10.00 - $11.00 per share - Cadigan Investment Partners valued Sylvan at $12.50 - $13.50 per share - - THESE BUYERS WERE PROVIDED 2003E REVENUE AND EBITDA ESTIMATES OF $88.9 MILLION AND $16.5 MILLION RESPECTIVELY - American Securities Capital Partners' bid range: 1.0x 2003E Revenue & 5.2x 2003E EBITDA - 1.0x 2003E Revenue & 5.6x 2003E EBITDA - Cadigan Investment Partners' bid range: 1.1x 2003E Revenue & 6.1x 2003E EBITDA - 1.2x 2003E Revenue & 6.5x 2003E EBITDA
CALL TEASER BOOK BID ---- ------ ---- --- STRATEGIC 14 8 0 0 FINANCIAL 21 15 10 2 -- -- -- -- TOTAL 35 23 10 2 == == == ==
LANE, BERRY & CO. International 13 [SYLVAN LOGO] SUMMARY OF SECOND SYLVAN SALES PROCESS - LBCI AND MORGAN JOSEPH CONTACTED A TOTAL OF 73 PROSPECTIVE BUYERS - 13 OF THE 32 STRATEGIC BUYERS RECEIVED A "TEASER" AND 1 OF THESE 13 EXECUTED A CONFIDENTIALITY AGREEMENT AND RECEIVED A "WRAPPER" - The other 19 strategic buyers immediately declined further interest - 27 OF THE 41 FINANCIAL BUYERS RECEIVED A "TEASER" AND 12 OF THESE 27 EXECUTED A CONFIDENTIALITY AGREEMENT AND RECEIVED A "WRAPPER" - Some financial buyers that did not receive a "Teaser" or execute a Confidentiality Agreement evaluated the merits of a deal by using public filings - THE FOLLOWING FOUR FINANCIAL BUYERS SUBMITTED A NON-BINDING INDICATION OF INTEREST: AMERICAN SECURITIES CAPITAL PARTNERS, KEY KOSMONT, LAKE PACIFIC PARTNERS AND THE TOKARZ GROUP (1) - THESE BUYERS WERE PROVIDED 2003E REVENUE AND EBITDA ESTIMATES OF $97.0 MILLION AND $15.1 MILLION RESPECTIVELY
CALL TEASER BOOK BID ---- ------ ---- --- STRATEGIC 32 13 1 0 FINANCIAL 41 27 12 4 -- -- -- - TOTAL 73 40 13 2 == == == =
- ------------- (1) The Tokarz Group is run by Michael Tokarz who is the Chairman of Cadigan Investment Partners. LANE, BERRY & CO. International 14 [SYLVAN LOGO] PRELIMINARY BID DETAILS THE COMPREHENSIVE SALES PROCESS CONDUCTED BY LBCI AND MORGAN JOSEPH PRODUCED FOUR PRELIMINARY BIDS WHICH ARE SUMMARIZED BELOW:
PRICE PER FINANCING PROSPECTIVE BUYER SHARE RANGE IMPLIED MULTIPLES (1) SOURCES - ----------------- ----------- --------------------- ------- AMERICAN SECURITIES $8.00 0.8x 2003E Revenue Not disclosed CAPITAL PARTNERS 5.0x 2003E EBITDA KEY KOSMONT $7.00 - $9.00 0.7x - 0.8x 2003E Revenue Not disclosed 4.6x - 5.3x 2003E EBITDA LAKE PACIFIC PARTNERS $11.50 Equity: Submitted a second two- Lake Pacific tiered preliminary bid: SWIB $12.00 for Outsiders 1.0x 2003E Revenue Dennis Zensen $11.50 for Insiders 6.4x 2003E EBITDA (2) Senior Debt THE TOKARZ GROUP $10.00 0.9x 2003E Revenue Equity 5.7x 2003E EBITDA Senior Debt
PROSPECTIVE BUYER COMMENTS - ----------------- -------- AMERICAN SECURITIES - Submitted verbal bid CAPITAL PARTNERS KEY KOSMONT - Tender offer - 5% - 10% management ownership - Lock-up agreements with large shareholders LAKE PACIFIC PARTNERS - Merger - Agreement by D. Zensen to roll half of his shares - Obtain financing from SWIB and bank lenders THE TOKARZ GROUP - Tender offer or statutory merger
- ---------------- (1) Implied Revenue and EBITDA multiples calculated from projected 2003 financials on prior page. (2) Implied Revenue and EBITDA multiples assume $12.00 per share is paid in cash to all Sylvan shareholders. LANE, BERRY & CO. International 15 [SYLVAN LOGO] VALUATION OVERVIEW LANE, BERRY & CO. International 16 [SYLVAN LOGO] PUBLIC EQUITY COMPARABLES OVERVIEW METHODOLOGY - To determine the current public market value and trading multiples of companies similar to Sylvan, thereby imputing a "public market" valuation range COMPANY SELECTION - LBCI analyzed a range of public food and agricultural producers and selected three sectors comprising six trading comparables for analysis:
Food Processors: Fresh Produce Companies: Agricultural Companies: - ---------------- ------------------------ ----------------------- ~~Archer Daniels Midland Chiquita Brands Delta and Pine Bunge Fresh Del Monte Hines Horticulture~~
ISSUES - No control premium is reflected in the results of the public market valuation - There are no direct public company comparables to the Company - Many of the listed companies are substantially larger than the Company which affects their direct applicability vis-a-vis valuation LANE, BERRY & CO. International 17 [SYLVAN LOGO] PUBLIC EQUITY COMPARABLES ANALYSIS
(USD in Millions) STOCK % OF FD EV / REVENUE EV / EBITDA PRICE 52-WEEK EQUITY ENTERPRISE ---------------------- ---------------------- COMPANY 9/25/03 HIGH VALUE VALUE LTM CY'03E CY'04E LTM CY'03E CY'04E - ------- ------- ---- ----- ----- --- ------ ------ --- ------ ------ SYLVAN $10.05 82% $ 51.7 $ 85.6 0.9X 0.9X 0.9X 6.1X 6.6X 6.0X FOOD PROCESSING COMPANIES Archer-Daniels Midland (1) $12.99 90% $8,397.0 $10,506.6 0.3x 0.3x 0.3x 7.3x 6.8x 6.2x Bunge (2) 27.55 88% 2,780.4 5,155.4 0.3x 0.2x 0.2x 7.6x 6.4x 4.8x FRESH PRODUCE COMPANIES Chiquita Brands (3) 18.25 95% 734.7 913.9 0.3x 0.4x 0.3x 8.8x 5.7x 4.8x Fresh DelMonte 25.22 85% 1,443.8 1,577.9 0.7x 0.6x 0.6x 5.2x 5.2x 4.8x AGRICULTURAL COMPANIES Delta and Pine 22.71 89% 899.3 787.6 2.8x 2.7x NA 11.9x 11.8x NA Hines Horticulture (4) 3.35 96% 73.9 321.2 1.0x NA NA 6.2x NA NA HIGH 96% 2.8X 2.7X 0.6X 11.9X 11.8X 6.2X MEDIAN 89% 0.5X 0.4X 0.3X 7.4X 6.4X 4.8X LOW 85% 0.3X 0.2X 0.2X 5.2X 5.2X 4.8X

(USD in Millions) P/E ----------------------------- COMPANY LTM CY'03E CY'04E - ------- --- ------ ------ SYLVAN 14.2X 18.5X 21.8X FOOD PROCESSING COMPANIES Archer-Daniels Midland 18.6x 15.7x 13.0x Bunge 7.3x 10.8x 9.8x FRESH PRODUCE COMPANIES Chiquita Brands NM 9.6x 6.8x Fresh DelMonte 6.2x 6.6x 6.4x AGRICULTURAL COMPANIES Delta and Pine 29.8x 31.1x NA Hines Horticulture 10.0x 1.9x NA HIGH 29.8X 31.1X 13.0X MEDIAN 10.0X 10.2X 8.3X LOW 6.2X 1.9X 6.4X

REVENUE ADJUSTED EBITDA EARNINGS PER SHARE ------------------------- ------------------------------ -------------------------------- LTM CY'03E CY'04E LTM CY'03E (5) CY'04E (5) LTM CY'03E (5) CY'04E (5) --- ------ ------ --- ---------- ----------- --- ----------- ---------- SYLVAN FINANCIALS $ 91.9 $ 95.9 $96.9 $ 14.0 $ 13.0 $ 14.2 $ 0.71 $ 0.54 $0.76 IMPLIED SYLVAN PRICE PER SHARE HIGH $42.86 $44.27 $4.55 $25.76 $23.21 $10.46 $21.12 $16.87 $9.84 MEDIAN $ 2.49 NM NM $13.69 $ 9.46 $ 6.70 $ 7.09 $ 5.52 $6.31 LOW NM NM NM $ 7.58 $ 6.55 $ 6.52 $ 4.38 $ 1.04 $4.84
- -------------------- (1) Pro forma for the acquisition of Minnesota Corn Processsors LLC. (2) Pro forma for the acquisition of Cereol S.A. and for the sale of its Lesieur bottled oil business. (3) Pro forma for the acquisition of Scipio and the sale of Chiquita Processed Foods. LTM as of 3/31/03. (4) Pro forma for the 9/11/03 issuance of $175mm in senior notes. (5) Financial figures assume Sylvan remains a public company. CY'03E and CY'04E EBITDA, and CY'03E and CY'04E EPS do not include the management annuity add-back of $400K and the Lake Pacific fees and expenses of $200K, and do include all public company expenses, which are $1.1mm in 2003 and $700K in 2004. LANE, BERRY & CO. International 18 [SYLVAN LOGO] M&A COMPARABLES OVERVIEW METHODOLOGY - To determine the historical private market value and transaction multiples of companies similar to the Company, thereby imputing a "transaction" valuation range ISSUES - Multiples paid in the transaction analysis may reflect potential synergies an acquiror could realize as a result of the target's operating scale - There are no direct M&A comparable transactions LANE, BERRY & CO. International 19 [SYLVAN LOGO] M&A COMPARABLES ANALYSIS
(USD in Millions) ANN. DATE ACQUIROR TARGET - --------- -------- ------ 6/2/03 Fox Paine and Co. Seminis 2/4/03 Riviana Foods ACH Food Companies, Rice Business 12/18/02 Investor Group Dole Food Company 7/22/02 Bunge Cereol S.A. 1/7/02 Kerry Group Stearns & Lehman 8/17/01 Nippon Suisan Gorton's Seafood & Bluewater Seafoods 2/20/01 Lesaffre et Compagnie Sensient Technologies' Red Star Yeast & Products (1) 12/21/00 Investor Group Michael Foods 10/17/00 Kerry Group Armour Food Ingredients 12/17/99 Moneys Mushrooms Vlasic Foods, Vlasic Farms Fresh Mushrooms Business 9/16/98 Pictsweet LLC United Foods Inc.

TRANSACTION VALUE / LTM (USD in Millions) TRANS. ------------------ ANN. DATE DESCRIPTION VALUE REVENUE EBITDA - --------- ----------- ------ ------- ------ 6/2/03 Worldwide producer and marketer of vegetable and fruit seeds. $625.0 1.3x 7.8x 2/4/03 Producer of rice products. 24.0 0.7x NA 12/18/02 Producer and marketer of fruits and vegetables. 2,500.0 0.6x 6.4x 7/22/02 Manufacturer of seed oils and olive oils. 1,496.3 0.3x 5.5x 1/7/02 Stearns & Lehman is a manufacturer of coffeehouse chain, 26.0 1.3x NA foodservice and branded Italian-style flavoured syrups. 8/17/01 Gorton's is a retail frozen seafood brand in 175.0 0.7x 8.8x the U.S. & Bluewater is a brand in Canada. 2/20/01 Supplier of yeast to the commercial bakery market. 122.0 1.0x 7.1x 12/21/00 Producer and distributor of food products in four areas: egg 747.2 0.7x 5.5x products refrigerated distribution, dairy products and potato products. 10/17/00 Provide a wide range of specialty food ingredients. 35.0 0.9x NA 12/17/99 Producer of fresh mushrooms. 50.0 0.4x NM 9/16/98 Grower, processor, marketer and distributor of food products. 63.1 0.3x 4.9x HIGH $2,500.0 1.3X 8.8X MEDIAN $ 122.0 0.7X 6.4X LOW $ 24.0 0.3X 4.9X

LTM ------------------ REVENUE EBITDA ------- ------ SYLVAN FINANCIALS $ 91.9 $ 14.0 IMPLIED SYLVAN PRICE PER SHARE HIGH $17.34 $17.25 MEDIAN $ 5.75 $10.83 LOW NM $ 6.79
- ---------- (1) Revenue is an actual figure, EBITDA is an estimate. LANE, BERRY & CO. International 20 [SYLVAN LOGO] LBO ANALYSIS OVERVIEW METHODOLOGY - To determine the potential price a financial buyer could pay assuming certain benchmarks of financial leverage and required returns - This analysis uses "private company" figures to reflect the operations as if the Company were no longer a public company BENCHMARK SELECTION - LBCI identified the following key benchmarks in performing its analysis: - Maximum pro forma Senior Debt / 2003E Adjusted EBITDA of 3.25x - Maximum pro forma Total Debt / 2003E Adjusted EBITDA of 4.25x - Minimum equity returns of approximately 17% to the mezzanine debt holders - Minimum equity returns to the sponsor of approximately 25% LANE, BERRY & CO. 21 International [SYLVAN LOGO] LBO ANALYSIS SOURCES & USES OF FUNDS (USD IN MILLIONS)
CUM. MULT. FY03E SOURCES AMT. % TOTAL ADJUSTED EBITDA USES AMT. - ------- ---- ------- --------------- ---- ---- Revolver (1) $27.1 29.7% 1.9x Equity Purchase Price $56.1 Term Loan A 20.0 21.9% 3.3x Refinance Debt 31.3 Mezzanine 14.5 15.9% 4.3x Transaction Fees & Expense 3.9 ----- ----- Subtotal 61.6 67.4% 4.3x Sponsor Equity 29.7 32.6% 6.0x ----- ----- ----- TOTAL SOURCES $91.4 100.0% 6.0x TOTAL USES $91.4 ===== ===== =====
TRANSACTION SUMMARY Current Stock Price $ 10.00 PURCHASE PRICE PER SHARE 10.75 Shares Outstanding 5.2 --------- Equity Value 56.1 Plus: Existing Debt 31.3 Plus: Existing Minority Interest 2.1 Less: Existing Cash 4.0 --------- Total Enterprise Value 85.6 TEV AS A MULTIPLE OF: FY'02A EBITDA 5.8x FY'03E EBITDA (2) 6.6x FY'03E Adjusted EBITDA (3) 5.9x ---------

OWNERSHIP TABLE
PF DILUTED VALUE IN OWNER. WARRANTS OWNER. 2008 IRR ------ -------- ------ ---- --- Sponsor Group 94.5% 0.0% 94.5% $ 91.3 25.2% Mezzanine (12.0%) 0.0% 5.5% 5.5% 21.6 17.2% ---- --- ---- -------- ---- TOTAL 94.5% 5.5% 100.0% 112.9 ==== === ===== ========
SUMMARY CREDIT AND LEVERAGE STATISTICS
PROJECTED FISCAL YEARS ENDING DECEMBER 31, PRO FORMA -------------------------------- 12/31/03E 2004 2005 2006 2007 --------- ---- ---- ---- ---- Bank Debt / Adj. EBITDA (3) 3.3x 2.8x 2.4x 1.7x 1.1x Total Debt / Adj. EBITDA (3) 4.3 3.8 3.3 2.5 1.8 Adj. EBITDA / Interest Expense (3) 3.2 3.3 3.6 4.5 5.6 Adj. EBITDA-CapEx / Int Expense (3) 2.4 2.5 2.7 3.5 4.5
RETURNS TO SPONSOR'S EQUITY
PURCHASE PRICE PER SHARE ------------------------------------------------------------ $9.75 $10.25 $10.75 $11.25 $11.75 $12.25 ----- ------ ------ ------ ------ ------ 5.50X 27.8% 25.3% 23.0% 20.9% 19.1% 17.4% 2008 5.75X 29.3% 26.7% 24.4% 22.3% 20.4% 18.7% ADJ. EBITDA 6.00X 30.6% 28.0% 25.7% 23.6% 21.7% 19.9% EXIT MULTIPLE (3) 6.25X 31.9% 29.3% 27.0% 24.8% 22.9% 21.2% 6.50X 33.2% 30.5% 28.2% 26.0% 24.1% 22.3%
- ---------------- (1) Assumes a $30mm revolver that is drawn $27.1mm at close. Also, assumes that $1.3mm of other debt is refinanced as well. (2) Financial figures assume Sylvan remains a public company. EBITDA does not include the management annuity add-back of $400K and the Lake Pacific fees and expenses of $200K and it does include all public company expenses which are $1.1mm in 2003, $700K in 2004, $900K in 2005, $800K in 2006-2008. (3) Financial figures assume Sylvan becomes a private company. EBITDA adjusted for add-backs of $1.1mm and $400K for elimination of public company expenses and executive annuity expenses respectively in 2003 and for aforementioned amounts in all future periods. LANE, BERRY & CO. International 22 [SYLVAN LOGO] DCF ANALYSIS OVERVIEW METHODOLOGY - To determine the present value of the projected after-tax free cash flows of the Company utilizing an EBITDA exit multiple terminal value and a range of discount rates VARIABLES
VARIABLE SELECTED RANGE -------- --------------- ~~-- EBITDA Exit Multiple (2008): -- 5.50x-6.50x -- Discount Rate Range: -- 12.0%-14.0%~~
LANE, BERRY & CO. International 23 [SYLVAN LOGO] DCF ANALYSIS
YEAR ENDING DECEMBER 31, ------------------------------------------------- (USD in Millions) 2004 2005 2006 2007 2008 TV ------ ------ ------ ------ ------ ------ SUMMARY FINANCIALS: REVENUE $96.9 $97.7 $100.6 $103.6 $106.7 Growth % -- 0.8% 3.0% 3.0% 3.0% ADJUSTED EBITDA (1) 14.2 14.3 16.7 18.8 19.4 Margin % 14.6% 14.7% 16.6% 18.1% 18.1% EBIT 7.6 8.1 10.8 13.1 13.8 Margin % 7.9% 8.3% 10.7% 12.6% 12.9% FREE CASH FLOW ANALYSIS: EBIT * (1 - Tax Rate) 5.0 5.3 7.1 8.6 9.1 Plus: Depreciation 6.3 6.0 5.7 5.5 5.3 Plus: Amortization 0.2 0.2 0.2 0.2 0.2 Plus: Change in Working Capital (0.1) (0.1) (0.4) (0.4) (0.6) Less: Capital Expenditures 3.9 3.9 3.9 3.9 3.9 ----- ----- ------ ------ ------ FREE CASH FLOW 7.5 7.5 8.8 10.0 10.1 EBITDA (2008) 19.4 EBITDA Multiple 6.00X ----- TERMINAL VALUE 116.2 Total Free Cash Flow 7.5 7.5 8.8 10.0 10.1 116.2 Weighted Average Cost of Capital 13.0% PRESENT VALUE OF FCF 6.7 5.9 6.1 6.1 5.5 63.0 ===== ===== ====== ====== ====== =====
IMPLIED ENTERPRISE VALUE: TOTAL ENTERPRISE VALUE $ 93.3 Less: Net Debt 29.4 ------ EQUITY VALUE 63.9 FD Shares Outstanding 5.1 IMPLIED PRICE PER SHARE $12.43 ======

SENSITIVITY ANALYSIS:
5.50X 5.75X 6.00X 6.25X 6.50X ------- ------- ------- ------- ------- 12.0% $12.07 $12.61 $13.14 $13.67 $14.21 12.5% 11.73 12.26 12.78 13.30 13.82 13.0% 11.40 11.92 12.43 12.94 13.45 13.5% 11.08 11.58 12.08 12.58 13.08 14.0% 10.77 11.26 11.75 12.24 12.73
- -------------- (1) Financial figures assume Sylvan remains a public company. EBITDA does not include the management annuity add-back of $400K and the Lake Pacific fees and expenses of $200K and it does include all public company expenses which are $1.1mm in 2003, $700K in 2004, $900K in 2005, $800K in 2006-2008. LANE, BERRY & CO. International 24 [SYLVAN LOGO] WACC ANALYSIS
TOTAL DEBT & COMPARABLE COMPANIES COST OF EQUITY TOTAL PREFERRED EFFECTIVE UNLEVERED PREF'D STOCK/ (USD in Millions) BETA (1) EQUITY (2)(8) VALUE DEBT STOCK TAX RATE BETA (3) CAPITAL - ----------------------- -------- ------------ ---------- ---------- --------- --------- --------- ----------- Archer-Daniels Midland 0.60 9.7% $ 8,397.0 $ 3,873.0 $ 0.0 28.5% 0.45 31.6% Bunge 0.58 10.0% 2,823.8 2,439.0 0.0 26.3% 0.35 46.3% Chiquita Brands 1.00 13.5% 741.3 179.2 0.0 12.0% 0.82 19.5% Delta and Pine 0.47 9.9% 966.6 (110.9) 0.0 35.5% 0.51 (13.0%) Fresh DelMonte 0.69 11.1% 1,493.7 150.2 0.0 8.5% 0.63 9.1% Hines Horticulture NA NA 61.4 247.3 0.0 41.0% NA 80.1% MEAN 0.67 10.8% $ 2,414.0 $ 1,129.6 $ 0.0 25.3% 0.55 28.9% MEDIAN 0.60 10.0% $ 1,230.1 $ 213.2 $ 0.0 27.4% 0.51 25.5% SYLVAN 0.46 17.5% 51.9 36.3 0.0 34.5% 0.33 38.0%
ASSUMPTIONS Pretax Cost of Debt (Kd)(6) 5.0% Risk-Free Rate (Rf)(7) 5.1% Equity Risk Premium (Rm-Rf)(8) 7.0% Size Premia (Sp)(9) 9.2% Tax Rate For Target (Tr) 34.5% Equity Political Risk Premium (Rp) 0.0% Other Risk Premium (Ro) 0.0%

WEIGHTED AVERAGE COST OF CAPITAL (4) UNLEVERED ------------------------------------------ BETA TARGET DEBT & PREF'D / ENTERPRISE VALUE ------------------------------------------ 35.0% 40.0% 45.0% ----- ----- ----- Equity Risk Premium (Rm-Rf)(8) 0.45 13.2% 12.6% 12.0% Size Premia (Sp)(9) 0.50 13.5% 12.9% 12.3% Tax Rate For Target (Tr) 0.55 13.8% 13.2% 12.6% Equity Political Risk Premium (Rp) 0.60 14.1% 13.5% 12.9% Other Risk Premium (Ro) 0.65 14.4% 13.8% 13.2%

LEVERED COST OF EQUITY (5) ----------------------------------------------- TARGET DEBT & PREF'D / ENTERPRISE VALUE ----------------------------------------------- 35.0% 40.0% 45.0% ----- ----- ----- Equity Risk Premium (Rm-Rf)(8) 18.5% 18.8% 19.1% Size Premia (Sp)(9) 19.0% 19.3% 19.6% Tax Rate For Target (Tr) 19.5% 19.8% 20.2% Equity Political Risk Premium (Rp) 19.9% 20.3% 20.7% Other Risk Premium (Ro) 20.4% 20.8% 21.2%
- ------------------ (1) Source: two years of weekly data vs. the S&P 500 from Bloomberg. (2) Cost of Equity = Risk-Free Rate (Rf) + (Equity Beta (Be) * Equity Risk Premium (Rm-Rf)) + Size Premia (Sp). (3) Unlevered Beta = Be / (1+(D*(1-Tr) + P) / E). (4) WACC= [(Rf +Be * (Rm-Rf) + Sp + Rp) *%E] +[Kd * (1-Tr) * % D] + Ro. Assumes pretax cost of debt remains constant. (5) Levered Cost of Equity = [Rf + Be * (Rm-Rf) + Sp +Rp)] +Ro. (6) Any political risk premium (Rp) associated with debt is included in the pretax cost of debt (Kp). (7) Risk-Free Rate based on 30-year U.S. Treasury Yield as of 09/24/03. (8) Source: 2003 Ibbotson Risk Premia Report. Based on the differences of large company total arithmetic mean returns minus long-term bond income returns from 1926-2002. (9) Cost of equity premia based on equity market capitalization. Micro-cap (within $0.5mm - $64.8mm) =9.2%. Amounts per 2003 Ibbotson Risk Premia Report. LANE, BERRY & CO. International 25 ~~-----END PRIVACY-ENHANCED MESSAGE-----~~


Sylvan Inc. 333 Main Street, P.O. Box 249 Saxonburg, PA 16056-0249 Telephone: (724) 352-7520 Attn: Fred Y. Bennitt		Snyder Associated Companies, Inc. P.O. Box 1022, One Glade Park East Kittanning, PA 16201 Telephone: (724) 548-8101 Attn: Mark A. Snyder		SAC Holding Co. P.O. Box 1022, One Glade Park East Kittanning, PA 16201 Telephone: (724) 548-8101 Attn: Mark A. Snyder		Dennis C. Zensen c/o Sylvan Inc. 333 Main Street, P.O. Box 249 Saxonburg, PA 16056-0249 Telephone: (724) 352-7520


		Preliminary copy-subject to completion
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING:	Please mark here for address change or comments		[ ]


Item 1:	Approval of the Agreement and Plan of Merger, dated	FOR	AGAINST	ABSTAIN
	November 16, 2003, and entered into among Sylvan Inc., Snyder Associated Companies, Inc. and SAC Holding Co. and the merger contemplated thereby	[ ]	[ ]	[ ]


Reed Smith LLP 435 Sixth Avenue Pittsburgh, PA 15219 Telephone: (412) 288-3131 Attn: David L. DeNinno		Cohen & Grigsby P.C. 11 Stanwix Street, 15th Floor Pittsburgh, PA 15222 Telephone: (412) 297-1319 Attn: Daniel L. Wessels


Transaction valuation* $68,876,850		Amount of filing fee $5,572.14


(f)		Prior Stock Purchases. The information set forth under the caption “Common Stock Purchase Information” of the Proxy Statement is incorporated by reference.


(e)		Agreements Involving the Subject Company’s Securities. The information set forth under the captions “Voting Agreement with Wynnefield Group”; “Stock Purchase Agreement Among Steel Partners, Merger Sub and Snyder”; “Special Factors — Interests of Certain Persons in the Merger”; and “Certain Agreements and Understandings Related to Merger Sub and the Surviving Corporation” of the Proxy Statement is incorporated by reference.


(d)		Intent to Tender or Vote in a Going-Private Transaction. The information set forth under the captions “Summary Term Sheet — Vote Required”; “Voting


(a)		Solicitations or Recommendations. The information set forth under the captions “Information Concerning the Special Meeting — Proxy Solicitation” and “Special Factors — Fees and Expenses” of the Proxy Statement is incorporated by reference.



(f)		The information set forth in the Preliminary Proxy Statement, incorporated by reference to the Proxy Statement, which is filed herewith as Exhibit (a)(3)(A), under the caption “No Dissenters’ or Appraisal Rights.”



		Sylvan Inc.

		By: /s/ Dennis C. Zensen
		Name:		Dennis C. Zensen
		Title:		Chairman, President and CEO


		Snyder Associated Companies, Inc.

		By: /s/ Elmer A. Snyder
		Name:		Elmer A. Snyder
		Title:		President


		SAC Holding Co.

		By: /s/ Elmer A. Snyder
		Name:		Elmer A. Snyder
		Title:		President

		/s/ Dennis C. Zensen
		Dennis C. Zensen


Signature	Signature	Date


- - FOLD AND DETACH HERE -


Address Change/Comments