Minneapolis, Minnesota
May 16,  2001

Goldsmith Agio Helms, the nation's leading privately-held, sell-side, middle-market investment banking firm, announced today the completed sale of Tri Valley Growers' tomato business (including the Red Pack, Tuttorosso and Sacramento brands) to Red Gold, Inc. The sale of the tomato business represents the third and final deal in the three-part transaction encompassing the overall sale of Tri Valley Growers ("Tri Valley"). As previously announced, Del Monte Foods Co. acquired the S&W brand and related business, and John Hancock Life Insurance Co. ("John
Hancock") acquired Tri Valley's fruit business. Goldsmith Agio Helms represented Tri Valley Growers in all three of these important transactions. 

Kevin G. Jach, Managing Director and Partner of Goldsmith Agio Helms, commented, "These three transactions represent the continuing consolidation in the food industry, as well as the successful conclusion of what has been a very complex sale process." 

Red Gold, Inc. is a third generation, family owned business located in Indiana. The company was founded in 1942 and sells and markets tomato products throughout the Midwestern and Eastern United States. 

Tri Valley Growers was formerly headquartered in San Ramon, California. The company was a California-based cooperative that processed fruits and vegetables, with pre-bankruptcy revenues of $800 million. 

Del Monte Foods Co., headquartered in San Francisco, California, is the largest producer and distributor of canned vegetables and canned fruit in the United States, with net sales of $1.5 billion in fiscal year 2000. 

John Hancock Life Insurance Co., headquartered in Boston, Massachusetts, is one of the largest lenders to California's food processing industry. John Hancock will operate the Tri Valley fruit business in a newly created company called Signature Fruit. 

Goldsmith Agio Helms is the nation's leading independent investment banking firm providing M&A advisory services to sellers of middle market businesses. The firm represents public and private companies, with values in the $25 million to $500 million range, in mergers, sales, joint ventures, divestitures, recapitalizations and restructurings. In 1999 and 2000, the firm completed 76 transactions, at purchase price multiples well in excess of industry norms. Goldsmith Agio Helms has 55 professionals with offices in Minneapolis, New York, Chicago, Los Angeles, and Naples, Florida. 

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