Food Trends Acquisition Corporation And Silver Diner Development, Inc. Sign Definitive Merger Agreement

Business Wire, August 30, 1995

NEWTON, Mass. and ROCKVILLE, Md.--(BUSINESS WIRE)--August 30, 1995-- Food Trends Acquisition Corporation (OTC Bulletin Board:FDTR) and Silver Diner Development, Inc. ("Silver Diner") announced today that they have entered into a definitive merger agreement. The resulting company will assume the name Silver Diner Development Incorporated ("SDDI") and will own and operate a growing chain of Silver Diner full-service family restaurants.

Food Trends Acquisition Corp. ("Food Trends") will issue to Silver Diner's shareholders an aggregate of 5,283,334 shares of stock, or approximately 55% of the outstanding stock following the consummation of the transaction. Upon completion of the proposed merger, Food Trends will make available approximately $14.2 million of cash, net of transaction costs, to Silver Diner. With the capital from this merger, Silver Diner can accelerate its new restaurant development in the Washington, D.C. area, initiate development in new markets, and reduce existing debt. The merger is conditioned upon Food Trends warrant holders agreeing to exchange 5.5 warrants for one newly-issued Food Trends share. A minimum of 90% of all 5.4 million warrants must be tendered. The merger is also subject to customary conditions including shareholder approval for both companies.

The combined Company will be headquartered in Rockville, Maryland and will continue to be operated by the current Silver Diner executive team, led by Robert T. Giaimo, President, Chief Executive Officer and Founder. The Board of Directors is expected to consist of nine members, including the seven existing Directors of Silver Diner and two Directors to be nominated by Food Trends. It is anticipated that the Food Trends nominees will be current Chairman George A. Naddaff and President Douglas Suliman, Jr.

Silver Diner, which currently operates five restaurants in the greater Washington, D.C. metropolitan area, is positioned as a family restaurant which captures the classic, streamlined look of the traditional diner, while serving a menu of home-style American food prepared with the health sensibilities of the '90s consumer in mind. The restaurants serve "good food fast" for Breakfast, Lunch, Dinner and Late Night in a visually appealing setting at affordable prices, drawing customers of all age groups and income levels.

The original Silver Diner restaurant opened in Rockville, Maryland in 1989 and the most recent facility opened in Fair Oaks, Virginia in April, 1995. A new Silver Diner restaurant, the company's sixth, is currently under construction in Tyson's Corner, Virginia.

A registration statement and proxy containing information regarding both companies' business and operations and covering the transaction will be filed with the Securities and Exchange Commission in late September.

Food Trends is a Specified Purpose Acquisition Company that was formed in 1994 for the purpose of acquiring or merging with an operating business engaged in the food service industry. Food Trends made a public offering of its securities in November, 1994 which was underwritten by GKN Securities Corp.

CONTACT: Food Trends Acquisition Corp.

Douglas Suliman, Jr., President

(617) 630-4400

or

Silver Diner Development, Inc.

Robert T. Giaimo, President

(301) 770-0333

or

Morgen-Walke Associates

Betsy Brod/Alex Gleeson

Media Contact: Stacy Berns

(212) 850-5600