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Published on 1/25/2007 in the Prospect News Special Situations Daily.

Eddie Bauer postpones meeting of stockholders to vote on merger after finding tax errors

By Angela McDaniels

Seattle, Jan. 25 - Eddie Bauer Holdings, Inc. said it pushed back the date of its special meeting of stockholders to 8:30 a.m. PT on Feb. 8 from Jan. 25 because, in the course of preparing its financial statements for 2006, the company identified errors related to its tax accounting for 2005 and prior years.

At the special meeting, stockholders will consider and vote upon the company's proposed sale to Eddie B Holding Corp., a company owned by affiliates of Sun Capital Partners, Inc. and Golden Gate Capital.

The errors relate to the determination of deferred tax assets and goodwill on Eddie Bauer's balance sheets, arising from the treatment of leasehold improvements, according to a company news release.

The company said it is working with BDO Seidman, its independent auditor, to assess the financial impact and to determine whether a restatement will be required.

Eddie B Holding agreed to extend the date by which the special meeting must be held to no later than Feb. 8 and to waive the breach of the merger agreement that would otherwise be attributable to the postponement of the special meeting.

Eddie Bauer is a specialty retailer based in Redmond, Wash., that sells casual sportswear and accessories.

Sun Capital is a private investment firm based in Boca Raton, Fla., and Golden Gate Capital is a San Francisco private equity firm.

Acquirer:Eddie B Holding Corp.
Target:Eddie Bauer Holdings, Inc.
Payment per share:$9.25
Announcement date:Nov. 13
Expected closing:First quarter of 2007
Stock price for target:Nasdaq: EBHI; $9.08 on Jan. 24

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