Anthony & Sylvan Pools Corporation Announces Management Buyout

Anthony & Sylvan Pools Corporation Announces Management Buyout



MAYFIELD VILLAGE, Ohio, Oct. 7  /PRNewswire-FirstCall/ -- Anthony & Sylvan
Pools Corporation (Pink Sheets: SWIM) announced today that it has accepted a
management buyout proposal from Stuart D. Neidus, Anthony & Sylvan's Chief
Executive Officer and Chairman of the Board of Directors, Howard P. Wertman,
President of the Company, and Thomas B. Waldin, the largest shareholder and a
Director.

The terms of the buyout proposal would pay shareholders $5.50 per share in cash
for their Anthony & Sylvan common shares in a merger transaction.  The proposed
merger consideration of $5.50 per share constitutes a premium of 36% over the
average of the last 30 trading days, as published by PinkSheets.com (including
trading days on which the Company's shares did not trade).  The merger must be
approved by the holders of a majority of Anthony & Sylvan's outstanding common
shares and is subject to other customary conditions.  The record date will be
October 12, 2004, and a notice of special meeting and proxy solicitation
materials describing the proposed merger will be mailed soon thereafter.  The
Company has obtained a commitment from its lenders to increase its current
secured credit facility from $25 million to $35 million to provide for future
working capital needs and for the financing for the transaction. If approved by
shareholders, the merger will be completed during the fourth quarter of 2004.

On March 31, 2004, the Company published its audited financial results for its
year ended December 31, 2003.  The Company will include its unaudited financial
statements for the six-month period ended June 30, 2004 in the proxy statement
to be sent to shareholders.  Those financial statements, footnotes and
independent accountant's review report will be available to others by
contacting the Company at 440-720-3301.

A summary of the first six months results for 2004 includes:  net sales for the
six-month period ended June 30, 2004 were $96,343,000, a 24.3% increase from
$77,479,000 reported for the six-month period ended June 30, 2003.  The
Company's operating income for the six-month period ended June 30, 2004 was
$977,000, excluding a non-cash accounting charge to revalue goodwill, required
by the buyout offer, of $9,796,000 (an operating loss of $8,819,000 including
the charge) compared with an operating loss of ($778,000) for the six-month
period ended June 30, 2003.  As previously disclosed, sales and operating
profits in 2003 were negatively impacted by the unusual, extended winter and
wet spring in the Northeast and Mid-Atlantic states, which had a major impact
on the Company's ability to install swimming pools in those markets.

Anthony & Sylvan operates in the leisure industry, offering in-ground, concrete
residential swimming pools, spas and related products to its customers.  The
Company serves its customers through a network of 37 sales design centers in 22
geographic markets in 16 states.  It also sells pool- related consumables,
replacement parts, equipment and supplies through retail service centers.

This press release may contain statements that are forward-looking.  The
Company assumes no obligation to update or revise any such statements, whether
as a result of new information or otherwise.  All forward-looking statements
are based on current expectations regarding important risk factors, including
but not limited to: the seasonal nature of our business; dependence on existing
management; consumer spending; market conditions; interest rates; and weather. 
Accordingly, actual results may differ from those expressed in the
forward-looking statements, and the making of such statements should not be
regarded as a representation by the Company or any other person that results
expressed therein will be achieved. 

DATASOURCE: Anthony & Sylvan Pools Corporation



CONTACT:  William J. Evanson, Executive Vice President & Chief Financial

Officer of Anthony & Sylvan Pools Corporation, [phone]



Web site:  http://www.anthonysylvan.com/ 

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