Buffets and Ryan's Restaurant Group to Combine in $876 Million Transaction, Creating Nation's Largest Buffet Restaurant Chain; Combined Company to Operate Approximately 675 Restaurants in 42 States

Buffets, Inc., a leading owner and operator of buffet-stylerestaurants, and Ryan's Restaurant Group, Inc. (Nasdaq: RYAN), theleading publicly traded buffet operator, today announced the signingof an agreement under which a subsidiary of Buffets will merge withRyan's in a cash transaction valued at approximately $876 million,including debt that will be assumed or repaid at or prior to closing.Buffets is owned by an investment partnership organized byCaxton-Iseman Capital, Inc., a New York-based private equity firm, andthe senior management of Buffets.

The transaction will create the nation's largest buffet restaurantchain and one of the five largest companies in the casual andmid-scale dining segment. The combined company will have annualrevenues of more than $1.7 billion, a national footprint, and operateapproximately 675 restaurants principally under the well-respectedRyan's(R) Grill, Buffet & Bakery, Fire Mountain(R), Old CountryBuffet(R) and HomeTown Buffet(R) brands.

Under terms of the agreement, which has been unanimously approvedby the boards of directors of both companies, Ryan's shareholders willreceive $16.25 in cash for each common share they own, representing anapproximate 45% premium over Ryan's closing share price on July 24,2006.

The combined company will continue to be called Buffets, Inc. andwill continue to be headquartered in Eagan, Minnesota. Ryan's willoperate as a separate division of Buffets and will continue to bebased in Greer, South Carolina. R. Michael Andrews, Chief ExecutiveOfficer of Buffets, will continue to serve in this capacity for thecombined company, which will have approximately 43,000 employees.

Mr. Andrews said: "Our combination with Ryan's is an outstandingopportunity for Buffets, as we are combining two complementarybusinesses from a geographic, operational and cultural perspective.Ryan's leading position in the South will balance Buffets' leadingposition in the North and West, allow for continued brand developmentin our core markets and provide further opportunities for geographicexpansion. As one company, we will capitalize on opportunities inpurchasing, marketing and restaurant operations. Most importantly, thepeople of both companies - from senior management to the store levelstaff - share a deep commitment to creating positive diningexperiences for our customers on a daily basis, and providing anenjoyable and rewarding workplace for our employees.

"We are excited about the opportunity to work together with theRyan's team to apply best practices from each company across ourorganization. We expect that the result of our efforts will be anational restaurant chain even better positioned to provide itsmillions of customers with delicious meals at a great value in afamily oriented environment," Mr. Andrews concluded.

Charles D. Way, Chief Executive Officer of Ryan's, said: "Sinceopening its first restaurant in 1978, Ryan's has strived to servegreat meals to our loyal customers, to be a great place for ouremployees to work and to create value for our shareholders. In joiningforces with Buffets, we have found a partner committed to each ofthese principles. Buffets respects the heritage of our brands and,like Ryan's, has a long history of great customer service and treatingits employees as partners in its success. Importantly, we believe thistransaction will deliver substantial value to our shareholders, whomwe thank for their support. Our entire team is committed to workingwith the Buffets leadership to complete a successful integration."

Steven M. Lefkowitz, a Managing Director of Caxton-Iseman, said:"We are pleased to back this outstanding management team led by MikeAndrews in an exciting growth initiative. The Ryan's management teamhas done an impressive job developing two outstanding brands, and welook forward to building on their success. We believe the combinationof these businesses brings together the assets, skills and resourcesto create a new entity that is greater than the sum of its parts. Mikeand his colleagues have our full support as they work to furtherstrengthen the company for the benefit of our employees, customers andtheir communities."

Completion of the transaction, which is expected to occur in thefourth quarter of 2006, is subject to approval by Ryan's shareholders,regulatory approvals, receipt of financing and other customary closingconditions.

It is anticipated that the transaction will be funded through acombination of bank debt, senior subordinated debt and real estatefinancing, which will result in a full refinancing of Buffets' andRyan's existing debt. The debt financing for the transaction has beencommitted by Credit Suisse Securities (USA) LLC and UBS SecuritiesLLC, and the real estate financing has been committed by affiliates ofFortress Investment Group LLC.

Buffets' financial advisor with respect to this transaction isBerenson & Company, LLC, and its legal advisor is Paul, Weiss,Rifkind, Wharton & Garrison LLP. Ryan's financial advisor with respectto this transaction is Brookwood Associates, LLC, and its legaladvisor is Wyche, Burgess, Freeman & Parham, P.A.

About Buffets

Buffets currently operates 337 restaurants in 33 states comprisedof 328 buffet restaurants and nine Tahoe Joe's Famous Steakhouse(R)restaurants. The buffet restaurants are principally operated under theOld Country Buffet(R) or HomeTown Buffet(R) brands. Buffets alsofranchises 18 buffet restaurants in seven states.

About Ryan's Restaurant Group

Ryan's Restaurant Group, Inc. (Nasdaq: RYAN), headquartered inGreer, South Carolina, is a leading restaurant company operatingapproximately 340 Ryan's(R) Grill, Buffet & Bakery and FireMountain(R) restaurants in 23 states primarily in the Southern andMidwestern United States. Ryan's employs approximately 23,000 teammembers and serves more than 110 million customers annually.

About Caxton-Iseman Capital

Caxton-Iseman Capital, Inc. is a New York-based private equityfirm. In addition to Buffets, its portfolio companies include Ply GemIndustries, Inc., a manufacturer of vinyl building products;Electrograph Systems, Inc., a leading national value-added distributorof display technology solutions; and Prodigy Health Group, Inc., ahealth care services company. Caxton-Iseman's investment vehicles haveavailable capital in excess of $2 billion.

Cautionary Language Concerning Forward-Looking Statements

Statements herein regarding the proposed transaction betweenBuffets, Inc., a subsidiary of Buffets Holdings, Inc. and Ryan'sRestaurant Group, Inc., future financial and operating results,benefits and synergies of the transaction, future opportunities forthe combined company and any other statements about futureexpectations constitute forward looking statements within the meaningof the Private Securities Litigation Reform Act of 1995. Suchstatements are based upon current beliefs and expectations and aresubject to significant risks and uncertainties. There are a number ofimportant factors that could cause actual results or events to differmaterially from those indicated by such forward looking statements,including: the ability to obtain governmental approvals of thetransaction on the proposed terms and schedule and the ability ofBuffets, Inc. to achieve synergies in connection with the merger andthe integration of Ryan's Restaurant Group, Inc. successfully into itsbusiness. Each of Buffets Holdings, Inc., Buffets, Inc. and Ryan'sRestaurant Group, Inc. disclaims any intention or obligation to updateor revise any forward-looking statements, whether as a result of newinformation, future events or otherwise.

Additional factors that may affect future results are contained ineach company's filings with the Securities and Exchange Commission("SEC"), including Buffets Holdings, Inc.'s Annual Report on Form 10-Kfor the year ended June 29, 2005 and Ryan's Restaurant Group, Inc.'sAnnual Report on Form 10-K for the year ended December 28, 2005, eachof which is available at the SEC's Web site http://www.sec.gov. Theinformation set forth herein speaks only as of the date hereof, andany intention or obligation to update any forward looking statementsas a result of developments occurring after the date hereof is herebydisclaimed.

Important Information Will Be Filed with the SEC

In connection with the proposed transaction, Ryan's RestaurantGroup, Inc. plans to file with the SEC a Proxy Statement. Investorsand security holders of Ryan's Restaurant Group, Inc. are urged toread the Proxy Statement and any other relevant documents filed withthe SEC when they are available because they will contain importantinformation about Ryan's Restaurant Group, Inc., the proposed mergerand related matters. The final Proxy Statement will be mailed tostockholders of Ryan's Restaurant Group, Inc. Investors and securityholders of Ryan's Restaurant Group, Inc. will be able to obtain copiesof the Proxy Statement, when they become available, as well as otherfilings with the SEC that will be incorporated by reference into suchdocuments, containing information about Ryan's Restaurant Group, Inc.,without charge, at the SEC's Internet site (http://www.sec.gov). Thesedocuments may also be obtained for free from Ryan's Restaurant Group,Inc. by directing a request to Ryan's Restaurant Group, Inc., InvestorRelations, PO Box 100, Greer, SC 29652, or at Ryan's Restaurant Group,Inc.'s Investor Relations page on its corporate website atwww.ryans.com.

Participants in Solicitation

Ryan's Restaurant Group, Inc. and its respective directors andexecutive officers and other members of management and employees maybe deemed to be participants in the solicitation of proxies fromRyan's Restaurant Group, Inc.'s stockholders in respect of theproposed merger. Information regarding Ryan's Restaurant Group, Inc.'sdirectors and executive officers is available in Ryan's RestaurantGroup, Inc.'s proxy statement for its 2006 annual meeting ofstockholders, which is filed with the SEC. Additional informationregarding the interests of such potential participants will beincluded in the proxy statement and the other relevant documents filedwith the SEC when they become available.