PUROLATOR &lt;PCC> IN BUYOUT WITH HUTTON &lt;EFH>

  New Jersey-based overnight messenger
  Purolator Courier Corp said it has agreed to be acquired for
  about 265 mln dlrs by a company formed by E.F. Hutton LBO Inc
  and certain managers of Purolator's U.S. courier business.
      Analysts have said that Purolator has been for sale for
  some time. Purolator announced earlier it was mulling a
  takeover bid, but analysts wrongly predicted the offer was from
  another courier company.
      Hutton LBO, a wholly owned subsidiary of E.F. Hutton Group
  Inc, will be majority owner of the company.
      Hutton said the acquiring company, PC Acquisition Inc, is
  paying 35 dlrs cash per share for 83 pct of Purolator's stock
  in a tender offer to begin Thursday. The rest of the shares
  will be purchased for securities and warrants to buy stock in a
  subsidiary of PC Acquisition, containing Purolator's U.S.
  courier operations.
      If all the shares of Purolator are tendered, shareholders
  would receive for each share 29 dlrs cash, six dlrs in
  debentures, and a warrant to buy shares in a subsidiary of PC
  Acquisition containing the U.S. courier operations.
      Hutton said in the merger shareholders would get 46 mln
  dlrs aggregate amount of guaranteed debentures due 2002 of PC
  Acquisition and warrants to buy 15 pct of the common stock of
  the PC courier subsidiary. Hutton said the company has valued
  the warrants at two to three dlrs per share.
      Purolator's stock price closed at 35.125 dlrs on Friday.
  While some analysts estimated the company was worth in the mid
  30s, at least one said it would be worth 38 to 42 dlrs.
      This follows sales of two other Purolator units. It agreed
  recently to sell its Canadian Courier unit to Onex Capital for
  170 mln dlrs, and previously sold its auto filters business.
      Purolator retains its Stant division, which makes closure
  caps for radiators and gas tanks. A Hutton spokesman said the
  firm is reviewing its options on Stant.
      Purolator's courier business has been lagging that of its
  U.S. rivals because of the high price it paid in the past
  several years to add air delivery to its ground fleet.
      E.F. Hutton will provide 279 mln dlrs of its funds to
  complete the transaction. This so-called "bridge" financing
  will be replaced later with long-term debt most likely in the
  form of bank loans, Hutton said. Hutton LBO is committed to
  keeping the courier business, its president Warren Idsal said.
      "Purolator lost 120 mln dlrs over the last two years
  largely due to U.S. courier operations, which we believe the
  management is turning around. We belive it will be a very
  serious competitor in the future," said Idsal.
      William Taggart, chief executive officer of U.S. Courier
  division, will be chief executive officer of the new company.
      The tender offer will be conditioned on a minimum of two
  thirds of the common stock being tendered and not withdrawn to
  the expiration of the offer as well as certain other conditions.
      The offer will begin Thursday, subject to clearances from
  the staff of the Interstate Commerce Commission and will expire
  20 business days after commencement unless extended.
  

