MATTHEWS, N.C., Dec. 18 /PRNewswire/ -- PCA International, Inc.
(Nasdaq: PCAI) and American Studios, Inc. (Nasdaq: AMST) announced today that
they have entered into a definitive agreement on December 17, 1996 under which
PCA will acquire American Studios for $2.50 per share in cash.  The total
purchase price offered by PCA for the approximately 21.4 million shares of
American Studios outstanding, plus assumption of debt and capital lease
obligations, is approximately $66 million.
    The transaction has been unanimously approved by the Boards of Directors
of both companies.  Under the agreement, a subsidiary of PCA will commence a
cash tender offer for all American Studios shares at $2.50 per share.
Consummation of the tender offer will be subject to, among other things, the
tender of a majority of the outstanding shares on a fully diluted basis and
the expiration or termination of the waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976.  The tender offer is to be followed
by a merger pursuant to which each remaining share will be converted into the
right to receive the cash price per share paid in the offer.
    PCA also stated that it has entered into agreements with certain members
of management and other stockholders of American Studios pursuant to which
such persons owning an aggregate of approximately 57% of the current
outstanding shares have agreed to tender their shares into PCA's offer.
Included in such amount, such persons owning an aggregate of approximately 46%
of the current outstanding shares have granted PCA an option to purchase such
shares under certain circumstances.  In addition, certain members of
management of American Studios have entered into non-compete and employment
agreements with PCA to become effective upon closing of the offer.
    NationsBank, N.A., and NationsBanc Capital Markets, Inc., have delivered
to PCA a commitment letter providing for the arrangement and syndication of
credit facilities in an aggregate principal amount of up to $100 million.  The
credit facilities will be available to finance the tender offer and merger and
to provide for working capital and general corporate purposes.
    The tender offer will be made only pursuant to definitive offering
documents, which will be filed with the Securities and Exchange Commission and
mailed to stockholders of American Studios promptly.
    American Studios provides portrait photography services in approximately
2,000 Wal-Mart stores in the United States and Mexico.  American Studios
operates approximately 850 permanent studios with traveling portrait
promotions conducted periodically in the remaining Wal-Mart stores it
services.  The company also provides traveling fashion photography services in
selected Wal-Mart stores.
    PCA International, Inc., provides professional portrait services in
1,577 permanent studios in the United States, Canada, and Puerto Rico.  PCA
presently operates 1,376 studios in Kmart stores in the United States and
Puerto Rico; 87 studios in Wal-Mart stores in the United States, Canada, and
Puerto Rico; and 114 studios in PETsMART stores in the United States and
Canada.

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