PANTERA <PANT> AND PIZZA <PZA> AGREE TO MERGE Pantera's Corp said it agreed in principle to acquire Pizza Inn Inc in a cash and stock transaction. Under terms of the proposed transaction, each Pizza Inn share can be exchanged for either three dlrs in cash plus the lesser of 1.4 shares of Pantera's common stock or 11.50 dlrs market value of Pantera's stock, or four dlrs in cash plus a unit consisting of one share of Pantera's stock and a non-transferrable right to receive up to 0.55 share of Pantera's stock under certain conditions, it said. Completion of the transaction is subject to arrangement of financing, negotiation of a definitive agreement, and various regulatory approvals, it said. Pantera's said Pizza Inn's largest shareholder, F.J. Spillman, previously granted Pantera's an option to buy more than one mln shares of Pizza Inn common stock owned by him. Pantera's also said it retained Drexel Burnham Lambert Inc to act as its financial advisor in connection with the merger. Pizza Inn has retained Dean Witter Reynolds Inc to act as its financial advisor, Pantera's said. Yesterday, Pantera's stock closed at 9.50 dlrs on NASDAQ, while Pizza Inn's stock was quoted at 12 dlrs when the Amex halted trading pending the announcement of the proposed merger. From its Dallas headquarters, Pizza Inn said completion of the transaction is subject to certain conditions including that the price of Pantera's stock average not less than seven dlrs during the 20 trading days before the merger. Under the agreement, Pizza Inn said it will still be permitted to complete a leveraged buyout agreement with Pizza Inn Acquiring Corp, which has been approved by its shareholders, but is subject to otaining financing. More