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                                                                    EXHIBIT 99.1

                  AMENDED CAUTIONARY STATEMENT FOR PURPOSES OF
                       THE "SAFE HARBOR" PROVISIONS OF THE
                PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

From time to time, Simon Worldwide, Inc. ("Simon Worldwide" or the "Company")
may provide forward looking information such as forecasts of expected future
performance or statements about Simon Worldwide's plans and objectives. This
information may be contained in filings with the Securities and Exchange
Commission, press releases or oral statements by the officers of Simon
Worldwide. Simon Worldwide desires to take advantage of the "Safe Harbor"
provisions of the Private Securities Litigation Reform Act of 1995 and is
including this Exhibit 99.1 in this Form 10-K in order to do so.

Simon Worldwide wishes to caution readers that the following important factors,
among others, in some cases have affected, and in the future could affect, Simon
Worldwide's actual results and could cause Simon Worldwide's actual consolidated
results for Simon Worldwide's current year and beyond to differ materially from
those expressed in any forward-looking statements made by or on behalf of Simon
Worldwide.

UNCERTAIN OUTLOOK

The Company no longer has any operating business. As a result of this fact,
together with the stockholders' deficit and the pending legal matters, the
Company's Registered Public Accounting firm has expressed substantial doubt
about the Company's ability to continue as a going concern. The Board of
Directors continues to consider various alternative courses of action for the
Company going forward, including possibly acquiring or combining with one or
more operating businesses. The Board of Directors has reviewed and analyzed a
number of proposed transactions and will continue to do so until it can
determine a course of action going forward to best benefit all shareholders,
including the holder of the Company's outstanding preferred stock described
below. The Company cannot predict when the Directors will have developed a
proposed course of action or whether any such course of action will be
successful.

No assurances can be made that the holders of our capital stock will receive any
distributions if the Company is wound up and liquidated or sold. The outstanding
preferred stock has a liquidation preference over the common stock of
approximately $30 million. Also, upon a change of control of the Company, the
holder of the outstanding preferred stock can cause the Company to redeem the
preferred stock for 101% of the liquidation preference.

PENDING LITIGATION

Although significant litigation, including the litigation with McDonald's and
related entities, was settled during the third quarter of 2004, other material
litigation against the Company is still pending, specifically, a case in Canada
which arose out of the same events which resulted in the McDonald's litigation.
In addition to the ongoing legal costs associated with the defense of this case
and any future cases which may be brought against the Company by persons who
opted out of the McDonald's settlement or others, any significant adverse
judgment would have a material adverse effect on the Company.

DEPENDENCE ON KEY PERSONNEL

We are dependent on several key personnel, including our Directors. In light of
our uncertain outlook, there is no assurance that our key personnel can be
retained. The loss of the services of our key personnel would harm the Company.

INVESTMENTS

The Company has made strategic and venture investments in a portfolio of
privately held companies. These investments were in technology and
Internet-related companies that were at varying stages of development, and were
intended to provide the Company with an expanded technology and Internet
presence, to enhance the Company's position at the leading edge of e-business
and to provide venture investment returns. The companies in which the Company
has invested are subject to all the risks inherent in technology and the
Internet. In addition, these companies are subject to the valuation volatility
associated with the investment community and the capital markets. The carrying
value of the Company's investments in these companies is subject to the
aforementioned risks. Periodically, the Company performs a review of the
carrying value of all its investments in these companies, and considers such
factors as current results, trends and future prospects, capital market

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conditions and other economic factors. The carrying value of the Company's
investment portfolio totaled $500,000 as of December 31, 2004 2003, and was
accounted for under the cost method. While the Company will continue to
periodically evaluate its investments, there can be no assurance that its
investment strategy will be successful, and thus the Company might not ever
realize any benefits from its portfolio of investments.

At December 31, 2004, the Company held an investment in Yucaipa AEC Associates,
LLC ("Yucaipa AEC Associates"), a limited liability company that is controlled
by Yucaipa, which also controls the holder of the Company's outstanding
preferred stock. Yucaipa AEC Associates in turn held an investment in Alliance
Entertainment Corp. ("Alliance") which is a home entertainment product
distribution, fulfillment, and infrastructure company providing both
brick-and-mortar and e-commerce home entertainment retailers with complete
business-to-business solutions.  At December 31, 2001, the
Company's investment in Yucaipa AEC Associates had a carrying value of $10.0
million. In June 2002, certain events occurred which indicated an impairment and
the Company recorded a pre-tax non-cash charge of $10.0 million to write down
this investment in June 2002.

The Emerging Issues Task Force ("EITF") of the FASB, issued EITF 03-16,
"Accounting for Investments in Limited Liability Companies," which required the
Company to change its method of accounting for its investment in Yucaipa AEC
Associates from the cost method to the equity method for periods ending after
July 1, 2004. The adjustment related to the cumulative effect of this change in
accounting principle which is equal to the Company's pro rata share of Yucaipa
AEC Associates' gains and losses since making the original investment is
immaterial.

On February 28, 2005, Alliance, whose stock was privately held, merged with
Source Interlink Companies, Inc. ("Source"), a direct-to-retail magazine
distribution and fulfillment company in North America and a provider of magazine
information and front-end management services for retailers whose stock is
publicly traded on the NASDAQ National Market, As a result of this merger, the
former equity holders of Alliance hold 50% of the fully diluted capitalization
of Source.

Inasmuch as Source is a publicly traded company, the Company's pro rata
investment in Yucaipa AEC Associates which holds the shares in Source was valued
at $11.8 million as of March 21, 2005, which does not reflect any discount for
illiquidity. The Company has no power to dispose of or liquidate its shares in
Yucaipa AEC Associates or its indirect interest in Source which power is held by
Yucaipa AEC Associates. Furthermore, in the event of a sale or liquidation of
the Source shares by Yucaipa AEC Associates, the amount and timing of any
distribution of the proceeds of such sale or liquidation to the Company is
discretionary with Yucaipa AEC Associates.