PANTERA &lt;PANT> AND PIZZA &lt;PZA> AGREE TO MERGE

  Pantera's Corp said it agreed in
  principle to acquire Pizza Inn Inc in a cash and stock
  transaction.
      Under terms of the proposed transaction, each Pizza Inn
  share can be exchanged for either three dlrs in cash plus the
  lesser of 1.4 shares of Pantera's common stock or 11.50 dlrs
  market value of Pantera's stock, or four dlrs in cash plus a
  unit consisting of one share of Pantera's stock and a
  non-transferrable right to receive up to 0.55 share of
  Pantera's stock under certain conditions, it said.
      Completion of the transaction is subject to arrangement of
  financing, negotiation of a definitive agreement, and various
  regulatory approvals, it said.
      Pantera's said Pizza Inn's largest shareholder, F.J.
  Spillman, previously granted Pantera's an option to buy more
  than one mln shares of Pizza Inn common stock owned by him.
      Pantera's also said it retained Drexel Burnham Lambert Inc
  to act as its financial advisor in connection with the merger.
  Pizza Inn has retained Dean Witter Reynolds Inc to act as its
  financial advisor, Pantera's said.
      Yesterday, Pantera's stock closed at 9.50 dlrs on NASDAQ,
  while Pizza Inn's stock was quoted at 12 dlrs when the Amex
  halted trading pending the announcement of the proposed merger.
      From its Dallas headquarters, Pizza Inn said completion of
  the transaction is subject to certain conditions including that
  the price of Pantera's stock average not less than seven dlrs
  during the 20 trading days before the merger.
      Under the agreement, Pizza Inn said it will still be
  permitted to complete a leveraged buyout agreement with Pizza
  Inn Acquiring Corp, which has been approved by its
  shareholders, but is subject to otaining financing.
     
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