Racing Champions Corporation Files Registration Statement for Proposed Public Offering

    GLEN ELLYN, Ill.--Feb. 25, 2002--Racing Champions Corporation today announced the filing of a registration statement with the Securities and Exchange Commission relating to the proposed public offering of 1,500,000 shares of common stock by the Company and 3,000,000 shares of common stock by selling stockholders, consisting of 2,381,249 shares by Willis Stein & Partners, L.P., the original private equity investor in Racing Champions, 206,251 shares by Robert E. Dods, 206,250 shares by Boyd L. Meyer and 206,250 shares by Peter K.K. Chung, founders of the Company, plus an additional 675,000 shares by certain of the selling stockholders to cover over-allotments, if any. Willis Stein & Partners, L.P. first invested in Racing Champions in 1996 and the offering of their Racing Champions shares represents the sale of their remaining equity position in the Company.
    Robert W. Baird & Co. Incorporated will act as the lead manager of the offering. A.G. Edwards & Sons, Inc. and Gerard Klauer Mattison & Co., Inc. will act as the co-managers. A preliminary prospectus, when available, may be obtained from Robert W. Baird & Co. Incorporated, 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202 (Attention: Equity Syndicate). This document has also been filed with the Securities and Exchange Commission and is available over the Internet at the SEC’s web site at http://www.sec.gov.
    The Company intends to use the net proceeds available to it from the offering to reduce debt under the Company's credit facility and for general corporate purposes, including working capital.
    A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

    Racing Champions (www.rcertl.com) is a leading producer and marketer of innovative collectibles and toys targeted at males of all ages. The Company's diverse product offering includes scaled die-cast replicas of John Deere agricultural equipment and NASCAR stock cars, other licensed vehicle replicas, pre-teen toys, sports trading cards, racing apparel and souvenirs, and collectible figures. These products are sold under the Company's market-focused brand names, including Racing Champions(R), Ertl(R), Ertl Collectibles(R), American Muscle(TM), AMT(R), W. Britain(R), Press Pass(R) and JoyRide Studios(TM). The Company reinforces its brands and enhances the authenticity of our products by linking them with highly recognized licensed properties including NASCAR, NHRA, John Deere, Case IH, Polaris, Honda, Caterpillar, Ford, GM, Chrysler, Texaco, Warner Brothers, Gullane Entertainment, Nintendo, Sega and Electronic Arts. The Company's products are marketed through multiple channels of distribution, including mass retailers and specialty and hobby wholesalers and retailers, OEM dealers and to corporate accounts for promotional purposes. The Company sells through more than 20,000 retail outlets located in North America, Europe and Asia Pacific.

    Certain statements contained in this release contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking words or phrases such as "anticipate," "believe," "could," "expect," "intend," "may," "planned," "potential," "should," "will" and "would." Such forward-looking statements are inherently subject to known and unknown risks and uncertainties. Such uncertainties and other operational matters are discussed further in the Company's quarterly and annual filings with the Securities and Exchange Commission. The Company's actual results and future developments could differ materially from the results or developments expressed in, or implied by, these forward-looking statements. The Company undertakes no obligation to make any revisions to the forward-looking statements contained in this release or to update them to reflect events or circumstances occurring after the date of this release.