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TBC Corp. is now TBC Private Brands Inc.

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On Nov. 19, 2004, TBC Corp., a Delaware corporation (from here on in known as "Old TBC"), completed a corporate reorganization to implement a holding company structure. As a result of the reorganization, Old TBC became a wholly-owned subsidiary of a new Delaware holding company.

As a result, the name of Old TBC was changed to TBC Private Brands Inc., and the name of the Holding Company was changed to TBC Corp.

The reorganization was effected pursuant to Section 251(g) of the General Corporation Law of the State of Delaware. Prior to the reorganization, Old TBC incorporated two new Delaware corporations: Holding Company, which was initially a wholly-owned subsidiary of Old TBC, and TBC Merger Corp., which was a wholly-owned subsidiary of Holding Company.

Under an Agreement and Plan of Merger, dated Nov. 19, 2004, TBC Merger Corp. was merged with and into Old TBC. Old TBC was the surviving corporation in the merger and, as a result of the merger, Old TBC became a wholly-owned subsidiary of the Holding Company. In addition, the stockholders of Old TBC became the stockholders of the Holding Company.

According to TBC, under Delaware law, no action is or was required to be taken by the stockholders of Old TBC in connection with the merger. No changes were made to the rights of any stockholder, and it is expected that stockholders will not recognize any gain or loss for federal income tax purposes in connection with the merger.

Under the terms of the merger agreement, each share of Common Stock of Old TBC outstanding at the Effective Time was changed and converted into one share of Common Stock of the Holding Company.

The directors and officers of Old TBC became the directors and officers of the Holding Company at the Effective Time. The directors of the Holding Company will hold office for the same terms held by them with Old TBC prior to the merger.

TBC´s stock price on NASDAQ closed at $27.08 on Nov. 23. That compares to a 52-week high and low of $30.90 and $18.80, respectively.

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