Orlando-based Ripley is the same Ripley of Ripley's Believe It or Not Fame, but it also is much more. It is a wholly owned subsidiary of the Jim Pattison Group, Canada's third largest privately held company, with annual sales in Canadian dollars of $5.2 billion and assets worth $3.2 billion (Canadian).

It operates Ripley's Aquarium of the Smokies in Gatlinburg, TN, and Ripley's Aquarium in Myrtle Beach, SC. In 2001, Ripley's Aquarium of the Smokies was the most-visited aquarium in North America with attendance of almost two million. Ripley's Aquarium in Myrtle Beach was ranked in the top six aquariums in North America, based on attendance.

Ocean Journey, by contrast, has been mired in bankruptcy for the past nine months.

The board for the nonprofit aquarium voted unanimously to accept a $4.5 million bid from Ripley. The purchase is subject to a higher and better offer and requires bankruptcy court approval.

"Working in conjunction with the bondholders, we have aggressively pursued all available options," says Robert F. Hill, chairman of the Ocean Journey's board. "As part of that effort, we have solicited interested parties in both the nonprofit and for-profit arenas. Having an experienced aquarium operator like Ripley's come forward with a bid encourages those of us who have been involved in this process that the Rocky Mountain region will continue to have a first-class aquarium."

Hill says Ripley's should be a good operator. "It is my understanding that Ripley's intention is not just to save the aquarium from closing, but to create an even more exciting experience for visitors," he says. "Their experience with their other aquariums offers us confidence that they will succeed in that effort."

Carl A. Eklund, attorney with LeBoeuf, Lamb, Greene & MacRae and the senior attorney of Ocean Journey's legal team, says bids such as the one from Ripley's and "motions to sell" are often the fastest way to accomplish a successful exit from the bankruptcy process.

"This process offers parties an opportunity to bid on the assets and, in the bankruptcy court, any bid is subject to higher and better bids," he says.

Also filed simultaneously with the "motion to sell" in U.S. Bankruptcy Court was a motion seeking to set a hearing on the motion to permit the sale process to be completed by Feb. 28.

Ripley's businesses include 44 attractions in 10 countries, an animated television program, a live-action network television series and an extensive book-publishing network.