-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, eFNQlAvGBQsIInVptFiiml9L2OkFfHprYieoXkibypwhaUtRCWZvvXgH/EVvZv66 5/9vCdRjivqvBLfQfMUvAw== 0000912057-94-002949.txt : 19940929 0000912057-94-002949.hdr.sgml : 19940929 ACCESSION NUMBER: 0000912057-94-002949 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19940902 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEMING COMPANIES INC /OK/ CENTRAL INDEX KEY: 0000352949 STANDARD INDUSTRIAL CLASSIFICATION: 5140 IRS NUMBER: 480222760 STATE OF INCORPORATION: OK FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369 FILM NUMBER: 94547892 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GATEWAY DEVELOPMENT CO INC CENTRAL INDEX KEY: 0000040180 STANDARD INDUSTRIAL CLASSIFICATION: IRS NUMBER: 396079409 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-01 FILM NUMBER: 94547893 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MALONE & HYDE INC CENTRAL INDEX KEY: 0000061757 STANDARD INDUSTRIAL CLASSIFICATION: 5140 IRS NUMBER: 620279520 STATE OF INCORPORATION: TN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-02 FILM NUMBER: 94547894 BUSINESS ADDRESS: STREET 1: 3030 POPLAR AVE CITY: MEMPHIS STATE: TN ZIP: 38111 BUSINESS PHONE: 9013254200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCRIVNER INC CENTRAL INDEX KEY: 0000088037 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 730216010 STATE OF INCORPORATION: OK FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-03 FILM NUMBER: 94547895 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BOULEVARD CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 BUSINESS PHONE: 405-840-7200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BOULEVARD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOOD 4 LESS INC CENTRAL INDEX KEY: 0000817249 STANDARD INDUSTRIAL CLASSIFICATION: IRS NUMBER: 470609604 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-04 FILM NUMBER: 94547896 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 MAIL ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATI INC /OK CENTRAL INDEX KEY: 0000929245 STANDARD INDUSTRIAL CLASSIFICATION: 5140 IRS NUMBER: 730126010 STATE OF INCORPORATION: OK FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-05 FILM NUMBER: 94547897 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BADGER MARKETS INC CENTRAL INDEX KEY: 0000929246 STANDARD INDUSTRIAL CLASSIFICATION: 5140 IRS NUMBER: 391392782 STATE OF INCORPORATION: OK FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-06 FILM NUMBER: 94547898 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 2: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BAKERS SUPERMARKETS INC CENTRAL INDEX KEY: 0000929247 STANDARD INDUSTRIAL CLASSIFICATION: 5140 IRS NUMBER: 731410861 STATE OF INCORPORATION: OK FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-07 FILM NUMBER: 94547899 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 2: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BALL MOTOR SERVICE INC CENTRAL INDEX KEY: 0000929248 STANDARD INDUSTRIAL CLASSIFICATION: 5140 IRS NUMBER: 390896605 STATE OF INCORPORATION: WI FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-08 FILM NUMBER: 94547900 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 2: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREAT BEND SUPERMARKETS INC CENTRAL INDEX KEY: 0000929249 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 391604519 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-09 FILM NUMBER: 94547901 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUB CITY TRANSPORTATION INC CENTRAL INDEX KEY: 0000929250 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 391604519 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-10 FILM NUMBER: 94547902 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KENSINGTON & HARLEM INC CENTRAL INDEX KEY: 0000929251 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 161428567 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-11 FILM NUMBER: 94547903 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCRIVNER SUPER STORES OF IOWA INC CENTRAL INDEX KEY: 0000929252 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 371249001 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-12 FILM NUMBER: 94547904 BUSINESS ADDRESS: STREET 1: FLEMING CORPORATION INC STREET 2: 6301 WATERFORD BOULEVARD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BOULEVARD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAS INC CENTRAL INDEX KEY: 0000929253 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 731410261 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-13 FILM NUMBER: 94547905 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LADYSMITH EAST IGA INC CENTRAL INDEX KEY: 0000929254 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 731410261 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-14 FILM NUMBER: 94547906 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LADYSMITH IGA INC CENTRAL INDEX KEY: 0000929255 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 731410261 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-15 FILM NUMBER: 94547907 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAKE MARKETS INC CENTRAL INDEX KEY: 0000929256 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 731410261 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-16 FILM NUMBER: 94547908 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: M&H DESOTO INC CENTRAL INDEX KEY: 0000929257 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 731410261 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-17 FILM NUMBER: 94547909 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: M&H FINANCIAL CORP CENTRAL INDEX KEY: 0000929258 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 731410261 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-18 FILM NUMBER: 94547910 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: M&H REALTY CORP CENTRAL INDEX KEY: 0000929259 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 731410261 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-19 FILM NUMBER: 94547911 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MALONE & HYDE OF LAFAYETTE INC CENTRAL INDEX KEY: 0000929260 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 731410261 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-20 FILM NUMBER: 94547912 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANITOWOC IGA INC CENTRAL INDEX KEY: 0000929261 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 731410261 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-21 FILM NUMBER: 94547913 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOBERLY FOODS INC CENTRAL INDEX KEY: 0000929262 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 731410261 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-22 FILM NUMBER: 94547914 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MT MORRIS SUPER DUPER INC CENTRAL INDEX KEY: 0000929263 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 731410261 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-23 FILM NUMBER: 94547915 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NIAGARA FALLS SUPER DUPER INC CENTRAL INDEX KEY: 0000929264 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 731410261 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-24 FILM NUMBER: 94547916 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIG W OF FLORIDA INC CENTRAL INDEX KEY: 0000929265 STANDARD INDUSTRIAL CLASSIFICATION: 5140 IRS NUMBER: 650218815 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-25 FILM NUMBER: 94547917 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 2: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHERN SUPERMARKETS OF OREGON INC CENTRAL INDEX KEY: 0000929266 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 731410261 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-26 FILM NUMBER: 94547918 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHGATE PLAZA INC CENTRAL INDEX KEY: 0000929267 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 731410261 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-27 FILM NUMBER: 94547919 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 109 WEST MAIN ST INC CENTRAL INDEX KEY: 0000929268 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 731410261 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-28 FILM NUMBER: 94547920 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 121 EAST MAIN ST INC CENTRAL INDEX KEY: 0000929269 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 731410261 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-29 FILM NUMBER: 94547921 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOOGAART STORES OF NEBRASKA INC CENTRAL INDEX KEY: 0000929270 STANDARD INDUSTRIAL CLASSIFICATION: 5140 IRS NUMBER: 472599109 STATE OF INCORPORATION: NE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-30 FILM NUMBER: 94547922 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 2: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL PARK SUPER DUPER INC CENTRAL INDEX KEY: 0000929271 STANDARD INDUSTRIAL CLASSIFICATION: 5140 IRS NUMBER: 161350721 STATE OF INCORPORATION: NY FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-31 FILM NUMBER: 94547923 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 2: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMERCIAL COLD DRY STORAGE CO CENTRAL INDEX KEY: 0000929272 STANDARD INDUSTRIAL CLASSIFICATION: 5140 IRS NUMBER: 621239715 STATE OF INCORPORATION: TN FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-32 FILM NUMBER: 94547924 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 2: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: D L FOODS STORES INC CENTRAL INDEX KEY: 0000929273 STANDARD INDUSTRIAL CLASSIFICATION: 5140 IRS NUMBER: 630357472 STATE OF INCORPORATION: AL FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-33 FILM NUMBER: 94547925 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 2: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEL ARROW SUPER DUPER INC CENTRAL INDEX KEY: 0000929274 STANDARD INDUSTRIAL CLASSIFICATION: 5140 IRS NUMBER: 161318599 STATE OF INCORPORATION: NY FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-34 FILM NUMBER: 94547926 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 2: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FESTIVAL FOODS INC CENTRAL INDEX KEY: 0000929275 STANDARD INDUSTRIAL CLASSIFICATION: 5140 IRS NUMBER: 363591728 STATE OF INCORPORATION: MN FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-35 FILM NUMBER: 94547927 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 2: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEMING DIRECT SALES CORP CENTRAL INDEX KEY: 0000929276 STANDARD INDUSTRIAL CLASSIFICATION: 5140 IRS NUMBER: 931118722 STATE OF INCORPORATION: NV FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-36 FILM NUMBER: 94547928 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 2: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEMING FOREIGN SALES CORP CENTRAL INDEX KEY: 0000929277 STANDARD INDUSTRIAL CLASSIFICATION: IRS NUMBER: 980129721 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-37 FILM NUMBER: 94547929 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEMING FOODS EAST INC CENTRAL INDEX KEY: 0000929278 STANDARD INDUSTRIAL CLASSIFICATION: 5140 IRS NUMBER: 230596890 STATE OF INCORPORATION: PA FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-38 FILM NUMBER: 94547930 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 2: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEMING FOODS OF ALABAMA INC CENTRAL INDEX KEY: 0000929279 STANDARD INDUSTRIAL CLASSIFICATION: 5140 IRS NUMBER: 630373291 STATE OF INCORPORATION: AL FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-39 FILM NUMBER: 94547931 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 2: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEMING FOODS OF OHIO INC CENTRAL INDEX KEY: 0000929280 STANDARD INDUSTRIAL CLASSIFICATION: 5140 IRS NUMBER: 340392460 STATE OF INCORPORATION: OH FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-40 FILM NUMBER: 94547932 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 2: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEMING FOODS OF TENNESSEE INC CENTRAL INDEX KEY: 0000929281 STANDARD INDUSTRIAL CLASSIFICATION: 5140 IRS NUMBER: 742282765 STATE OF INCORPORATION: TN FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-41 FILM NUMBER: 94547933 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 2: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEMING FOODS OF TEXAS INC CENTRAL INDEX KEY: 0000929282 STANDARD INDUSTRIAL CLASSIFICATION: 5140 IRS NUMBER: 752402768 STATE OF INCORPORATION: NV FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-42 FILM NUMBER: 94547934 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 2: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEMING FOODS OF VIRGINIA INC CENTRAL INDEX KEY: 0000929283 STANDARD INDUSTRIAL CLASSIFICATION: 5140 IRS NUMBER: 540461469 STATE OF INCORPORATION: VA FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-43 FILM NUMBER: 94547935 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 2: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEMING FRANCHISING INC CENTRAL INDEX KEY: 0000929284 STANDARD INDUSTRIAL CLASSIFICATION: IRS NUMBER: 621335997 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-44 FILM NUMBER: 94547936 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PESHTIGO IGA INC CENTRAL INDEX KEY: 0000929285 STANDARD INDUSTRIAL CLASSIFICATION: 5140 STATE OF INCORPORATION: OK FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-45 FILM NUMBER: 94547937 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BOULEVARD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEMING FOODS SOUTH INC CENTRAL INDEX KEY: 0000929286 STANDARD INDUSTRIAL CLASSIFICATION: 5140 IRS NUMBER: 731430549 STATE OF INCORPORATION: OK FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-46 FILM NUMBER: 94547938 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 2: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEMING FOODS WEST INC CENTRAL INDEX KEY: 0000929288 STANDARD INDUSTRIAL CLASSIFICATION: 5140 IRS NUMBER: 941679203 STATE OF INCORPORATION: NV FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-47 FILM NUMBER: 94547939 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 2: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIGGLY WIGGLY CORP CENTRAL INDEX KEY: 0000929289 STANDARD INDUSTRIAL CLASSIFICATION: 5140 STATE OF INCORPORATION: OK FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-48 FILM NUMBER: 94547940 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BOULEVARD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUALITY INCENTIVE CO INC CENTRAL INDEX KEY: 0000929290 STANDARD INDUSTRIAL CLASSIFICATION: 5140 STATE OF INCORPORATION: OK FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-49 FILM NUMBER: 94547941 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BOULEVARD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEMING HOLDINGS INC CENTRAL INDEX KEY: 0000929293 STANDARD INDUSTRIAL CLASSIFICATION: IRS NUMBER: 910986128 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-50 FILM NUMBER: 94547942 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEMING INTERNATIONAL LTD CENTRAL INDEX KEY: 0000929294 STANDARD INDUSTRIAL CLASSIFICATION: IRS NUMBER: 731414701 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-51 FILM NUMBER: 94547943 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEMING SITE MEDIA INC CENTRAL INDEX KEY: 0000929295 STANDARD INDUSTRIAL CLASSIFICATION: IRS NUMBER: 731405812 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-52 FILM NUMBER: 94547944 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEMING SUPERMARKETS OF FLORIDA INC CENTRAL INDEX KEY: 0000929297 STANDARD INDUSTRIAL CLASSIFICATION: IRS NUMBER: 650418543 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-53 FILM NUMBER: 94547945 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAINBOW TRANSPORTATION SERVICES INC CENTRAL INDEX KEY: 0000929298 STANDARD INDUSTRIAL CLASSIFICATION: 5140 STATE OF INCORPORATION: OK FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-54 FILM NUMBER: 94547946 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BOULEVARD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROUTE 16 INC CENTRAL INDEX KEY: 0000929300 STANDARD INDUSTRIAL CLASSIFICATION: 5140 STATE OF INCORPORATION: OK FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-55 FILM NUMBER: 94547947 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BOULEVARD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROUTE 219 INC CENTRAL INDEX KEY: 0000929302 STANDARD INDUSTRIAL CLASSIFICATION: 5140 STATE OF INCORPORATION: OK FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-56 FILM NUMBER: 94547948 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BOULEVARD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROUTE 417 INC CENTRAL INDEX KEY: 0000929304 STANDARD INDUSTRIAL CLASSIFICATION: 5140 STATE OF INCORPORATION: OK FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-57 FILM NUMBER: 94547949 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BOULEVARD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RICHLAND CENTER IGA INC CENTRAL INDEX KEY: 0000929306 STANDARD INDUSTRIAL CLASSIFICATION: 5140 STATE OF INCORPORATION: OK FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-58 FILM NUMBER: 94547950 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BOULEVARD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEMING TECHNOLOGY LEASING CO INC CENTRAL INDEX KEY: 0000929308 STANDARD INDUSTRIAL CLASSIFICATION: IRS NUMBER: 731189558 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-59 FILM NUMBER: 94547951 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCRIVNER FOOD HOLDINGS INC CENTRAL INDEX KEY: 0000929311 STANDARD INDUSTRIAL CLASSIFICATION: 5140 STATE OF INCORPORATION: OK FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-60 FILM NUMBER: 94547952 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BOULEVARD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEMING TRANSPORTATION SERVICE INC CENTRAL INDEX KEY: 0000929312 STANDARD INDUSTRIAL CLASSIFICATION: IRS NUMBER: 731126039 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-61 FILM NUMBER: 94547953 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOOD BRANDS INC CENTRAL INDEX KEY: 0000929314 STANDARD INDUSTRIAL CLASSIFICATION: IRS NUMBER: 480692802 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-62 FILM NUMBER: 94547954 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOOD HOLDINGS INC CENTRAL INDEX KEY: 0000929316 STANDARD INDUSTRIAL CLASSIFICATION: IRS NUMBER: 731349644 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-63 FILM NUMBER: 94547955 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOOD SAVER OF IOWA INC CENTRAL INDEX KEY: 0000929319 STANDARD INDUSTRIAL CLASSIFICATION: IRS NUMBER: 421298410 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-64 FILM NUMBER: 94547956 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GATEWAY FOOD DISTRIBUTORS INC CENTRAL INDEX KEY: 0000929322 STANDARD INDUSTRIAL CLASSIFICATION: IRS NUMBER: 410954921 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-65 FILM NUMBER: 94547957 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCRIVNER OF ALABAMA INC CENTRAL INDEX KEY: 0000929323 STANDARD INDUSTRIAL CLASSIFICATION: 5140 STATE OF INCORPORATION: OK FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-66 FILM NUMBER: 94547958 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BOULEVARD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCRIVNER OF ILLINOIS INC CENTRAL INDEX KEY: 0000929327 STANDARD INDUSTRIAL CLASSIFICATION: 5140 STATE OF INCORPORATION: OK FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-67 FILM NUMBER: 94547959 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BOULEVARD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GATEWAY FOODS INC CENTRAL INDEX KEY: 0000929328 STANDARD INDUSTRIAL CLASSIFICATION: IRS NUMBER: 390299330 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-68 FILM NUMBER: 94547960 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GATEWAY FOODS OF ALTOONA INC CENTRAL INDEX KEY: 0000929330 STANDARD INDUSTRIAL CLASSIFICATION: IRS NUMBER: 230547920 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-69 FILM NUMBER: 94547961 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCRIVNER OF IOWA INC CENTRAL INDEX KEY: 0000929331 STANDARD INDUSTRIAL CLASSIFICATION: 5140 STATE OF INCORPORATION: OK FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-70 FILM NUMBER: 94547962 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BOULEVARD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCRIVNER TRANSORTATION INC CENTRAL INDEX KEY: 0000929332 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 731288028 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-71 FILM NUMBER: 94547963 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCRIVNER OF KANSAS INC CENTRAL INDEX KEY: 0000929333 STANDARD INDUSTRIAL CLASSIFICATION: 5140 STATE OF INCORPORATION: OK FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-72 FILM NUMBER: 94547964 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BOULEVARD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GATEWAY FOODS OF PENNSYLVANIA INC CENTRAL INDEX KEY: 0000929334 STANDARD INDUSTRIAL CLASSIFICATION: IRS NUMBER: 231008570 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-73 FILM NUMBER: 94547965 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEHON FOODS INC CENTRAL INDEX KEY: 0000929336 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 310893908 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-74 FILM NUMBER: 94547966 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SELECTED PRODUCTS INC CENTRAL INDEX KEY: 0000929337 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 760333631 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-75 FILM NUMBER: 94547967 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SENTRY MARKETS INC CENTRAL INDEX KEY: 0000929338 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 390851989 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-76 FILM NUMBER: 94547968 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SMARTRANS INC CENTRAL INDEX KEY: 0000929339 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 132656567 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-77 FILM NUMBER: 94547969 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTH OGDEN SUPER DUPER INC CENTRAL INDEX KEY: 0000929340 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 161019769 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-78 FILM NUMBER: 94547970 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GATEWAY FOODS OF TWIN PORTS INC CENTRAL INDEX KEY: 0000929341 STANDARD INDUSTRIAL CLASSIFICATION: IRS NUMBER: 391641725 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-79 FILM NUMBER: 94547971 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN SUPERMARKETS INC /OK/ CENTRAL INDEX KEY: 0000929343 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 731121580 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-80 FILM NUMBER: 94547972 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GATEWAY FOODS SERVICE CORP CENTRAL INDEX KEY: 0000929344 STANDARD INDUSTRIAL CLASSIFICATION: IRS NUMBER: 391144794 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-81 FILM NUMBER: 94547973 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRAND CENTRAL LEASING CORP CENTRAL INDEX KEY: 0000929346 STANDARD INDUSTRIAL CLASSIFICATION: IRS NUMBER: 480673885 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-82 FILM NUMBER: 94547974 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN SUPERMARKETS OF LOUISIANA INC CENTRAL INDEX KEY: 0000929347 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 721208940 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-83 FILM NUMBER: 94547975 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCRIVNER OF NEW YORK INC CENTRAL INDEX KEY: 0000929348 STANDARD INDUSTRIAL CLASSIFICATION: 5140 STATE OF INCORPORATION: OK FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-84 FILM NUMBER: 94547976 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BOULEVARD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCRIVNER OF NORTH CAROLINA INC CENTRAL INDEX KEY: 0000929350 STANDARD INDUSTRIAL CLASSIFICATION: 5140 STATE OF INCORPORATION: OK FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-85 FILM NUMBER: 94547977 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BOULEVARD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STAR GROCERIES INC CENTRAL INDEX KEY: 0000929352 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 742645278 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-86 FILM NUMBER: 94547978 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCRIVNER OF PENNSYLVANIA INC CENTRAL INDEX KEY: 0000929353 STANDARD INDUSTRIAL CLASSIFICATION: 5140 STATE OF INCORPORATION: OK FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-87 FILM NUMBER: 94547979 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BOULEVARD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STORE EQUIPMENT INC CENTRAL INDEX KEY: 0000929354 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 396047178 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-88 FILM NUMBER: 94547980 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNDRIES SERVICE INC CENTRAL INDEX KEY: 0000929355 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 630620777 STATE OF INCORPORATION: AL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-89 FILM NUMBER: 94547981 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SWITZER FOODS INC CENTRAL INDEX KEY: 0000929356 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 742493457 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-90 FILM NUMBER: 94547982 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THIRTY FIVE CHURCH ST INC CENTRAL INDEX KEY: 0000929358 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 161428583 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-91 FILM NUMBER: 94547983 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMPSON FOOD BASKET INC CENTRAL INDEX KEY: 0000929360 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 370762020 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-92 FILM NUMBER: 94547984 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TWENTY NINE SUPER MARKET INC CENTRAL INDEX KEY: 0000929362 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 390892198 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-93 FILM NUMBER: 94547985 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TWENTY SEVEN SLAYTON AVE INC CENTRAL INDEX KEY: 0000929363 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 161428669 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-94 FILM NUMBER: 94547986 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WPC INC CENTRAL INDEX KEY: 0000929364 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 731186896 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-95 FILM NUMBER: 94547987 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCRIVNER OF TENNESSEE INC CENTRAL INDEX KEY: 0000929367 STANDARD INDUSTRIAL CLASSIFICATION: 5140 STATE OF INCORPORATION: OK FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-96 FILM NUMBER: 94547988 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BOULEVARD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCRIVNER OF TEXAS INC CENTRAL INDEX KEY: 0000929370 STANDARD INDUSTRIAL CLASSIFICATION: 5140 STATE OF INCORPORATION: OK FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-97 FILM NUMBER: 94547989 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BOULEVARD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCRIVNER SUPER STORES OF ILLINOIS INC CENTRAL INDEX KEY: 0000929373 STANDARD INDUSTRIAL CLASSIFICATION: 5140 STATE OF INCORPORATION: OK FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-98 FILM NUMBER: 94547990 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 6301 WATERFORD BOULEVARD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN SUPERMARKETS INC /TX/ CENTRAL INDEX KEY: 0000929433 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 742645278 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55369-99 FILM NUMBER: 94547991 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058407200 S-3 1 S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 2, 1994 REGISTRATION NO. 33- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- FLEMING COMPANIES, INC.* (Exact name of registrant as specified in its charter) OKLAHOMA 48-0222760 (State or other jurisdiction of incorporation (I.R.S. Employer Identification No.) or organization)
P.O. Box 26647 6301 Waterford Boulevard Oklahoma City, Oklahoma 73126 (405) 840-7200 (Address, including zip code, and telephone number, including area code of registrant's and additional registrants' principal executive offices) -------------------------- DAVID R. ALMOND, ESQ. Senior Vice President, General Counsel and Secretary Fleming Companies, Inc. P.O. Box 26647 6301 Waterford Boulevard Oklahoma City, Oklahoma 73126 (405) 840-7200 (Name, address,including zip code, and telephone number, including area code, of agent for service) -------------------------- COPIES TO: JOHN M. MEE, ESQ. ROHAN S. WEERASINGHE, ESQ. BRICE E. TARZWELL, ESQ. Shearman & Sterling McAfee & Taft 599 Lexington Avenue A Professional Corporation New York, New York 10022 Tenth Floor, Two Leadership Square Oklahoma City, Oklahoma 73102
-------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THE DATE ON WHICH THIS REGISTRATION STATEMENT BECOMES EFFECTIVE. -------------------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. / / -------------------------- CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF CLASS OF SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) PRICE REGISTRATION FEE(2) % Senior Notes due 2001................................ $375,000,000 100% $375,000,000 $129,310 Floating Rate Senior Notes due 2001....................... $125,000,000 100% $125,000,000 $ 43,104 Guarantees of % Senior Notes due 2001 and Floating Rate Senior Notes due 2001.................................... (3) (3) (3) (3) Total................................................... $500,000,000 100% $500,000,000 $172,414 (1) Estimated solely for the purpose of determining the registration fee. (2) Fee calculated pursuant to Rule 457. (3) Pursuant to Rule 457(n), no registration fee is required with respect to the Guarantees of the obligations under the Notes registered hereby.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. -------------------------- * Information regarding additional registrants is contained in the Table of Additional Registrants. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- TABLE OF ADDITIONAL REGISTRANTS
EXACT NAME OF SUBSIDIARY GUARANTOR JURISDICTION I.R.S. EMPLOYER REGISTRANTS AS SPECIFIED IN OF INCORPORATION IDENTIFICATION THEIR RESPECTIVE CHARTERS OR ORGANIZATION NO. - --------------------------------------------------------------------------- ----------------- --------------- ATI, Inc................................................................... Oklahoma 73-0126010 Badger Markets, Inc........................................................ Wisconsin 39-1392782 Baker's Supermarkets, Inc.................................................. Nebraska 73-1410861 Ball Motor Service, Inc.................................................... Wisconsin 39-0896605 Big W of Florida, Inc...................................................... Delaware 65-0218815 Boogaart Stores of Nebraska, Inc........................................... Nebraska 47-2599109 Central Park Super Duper, Inc.............................................. New York 16-1350721 Commercial Cold/Dry Storage Company........................................ Tennessee 62-1239715 D.L. Food Stores, Inc...................................................... Alabama 63-0357472 Del-Arrow Super Duper, Inc................................................. New York 16-1318599 Festival Foods, Inc........................................................ Minnesota 36-3591728 Fleming Direct Sales Corporation........................................... Nevada 93-1118722 Fleming Foods East, Inc.................................................... Pennsylvania 23-0596890 Fleming Foods of Alabama, Inc.............................................. Alabama 63-0373291 Fleming Foods of Ohio, Inc................................................. Ohio 34-0392460 Fleming Foods of Tennessee, Inc............................................ Tennessee 74-2282765 Fleming Foods of Texas, Inc................................................ Nevada 75-2402768 Fleming Foods of Virginia, Inc............................................. Virginia 54-0461469 Fleming Foods South, Inc................................................... Oklahoma 73-1430549 Fleming Foods West, Inc.................................................... Nevada 94-1679203 Fleming Foreign Sales Corporation.......................................... Barbados 98-0129721 Fleming Franchising, Inc................................................... Delaware 62-1335997 Fleming Holdings, Inc...................................................... Delaware 91-0986128 Fleming International Ltd.................................................. Oklahoma 73-1414701 Fleming Site Media, Inc.................................................... Oklahoma 73-1405812 Fleming Supermarkets of Florida, Inc....................................... Florida 65-0418543 Fleming Technology Leasing Company, Inc.................................... Missouri 73-1189558 Fleming Transportation Service, Inc........................................ Oklahoma 73-1126039 Food Brands, Inc........................................................... Kansas 48-0692802 Food-4-Less, Inc........................................................... Nebraska 47-0609604 Food Holdings, Inc......................................................... Delaware 73-1349644 Food Saver of Iowa, Inc.................................................... Iowa 42-1298410 Gateway Development Co., Inc............................................... Wisconsin 39-6079409 Gateway Food Distributors, Inc............................................. Minnesota 41-0954921 Gateway Foods, Inc......................................................... Wisconsin 39-0299330 Gateway Foods of Altoona, Inc.............................................. Pennsylvania 23-0547920 Gateway Foods of Pennsylvania, Inc......................................... Delaware 23-1008570 Gateway Foods of Twin Ports, Inc........................................... Wisconsin 39-1641725 Gateway Foods Service Corporation.......................................... Wisconsin 39-1144794 Grand Central Leasing Corporation.......................................... Kansas 48-0673885 Great Bend Supermarkets, Inc............................................... Kansas 48-1028769 Hub City Transportation, Inc............................................... Wisconsin 39-1604519 Kensington and Harlem, Inc................................................. Delaware 16-1428567 LAS, Inc................................................................... Oklahoma 73-1410261 Ladysmith East IGA, Inc.................................................... Wisconsin 39-1501077 Ladysmith IGA, Inc......................................................... Wisconsin 39-1409373 Lake Markets, Inc.......................................................... Minnesota 41-1449957 M&H Desoto, Inc............................................................ Mississippi 62-0903343 M&H Financial Corp......................................................... Tennessee 62-0889723 M&H Realty Corp............................................................ Tennessee 62-1168154
(i)
EXACT NAME OF SUBSIDIARY GUARANTOR JURISDICTION I.R.S. EMPLOYER REGISTRANTS AS SPECIFIED IN OF INCORPORATION IDENTIFICATION THEIR RESPECTIVE CHARTERS OR ORGANIZATION NO. - --------------------------------------------------------------------------- ----------------- --------------- Malone & Hyde, Inc......................................................... Delaware 62-1279199 Malone & Hyde of Lafayette, Inc............................................ Louisiana 72-0574747 Manitowoc IGA, Inc......................................................... Wisconsin 39-1544734 Moberly Foods, Inc......................................................... Missouri 43-1120227 Mt. Morris Super Duper, Inc................................................ New York 16-1063852 Niagara Falls Super Duper, Inc............................................. New York 16-1132456 Northern Supermarkets of Oregon, Inc....................................... Oregon 93-1135076 Northgate Plaza, Inc....................................................... Wisconsin 39-1533204 109 West Main Street, Inc.................................................. Delaware 25-1697115 121 East Main Street, Inc.................................................. Delaware 16-1428666 Peshtigo IGA, Inc.......................................................... Wisconsin 39-1544266 Piggly Wiggly Corporation.................................................. Delaware 62-1133312 Quality Incentive Company, Inc............................................. Delaware 62-1483214 Rainbow Transportation Services, Inc....................................... Wisconsin 39-1505024 Route 16, Inc.............................................................. Delaware 16-1428582 Route 219, Inc............................................................. Delaware 25-1697117 Route 417, Inc............................................................. Delaware 16-1428584 Richland Center IGA, Inc................................................... Wisconsin 39-1489453 Scrivner, Inc.............................................................. Delaware 73-0439200 Scrivner-Food Holdings, Inc................................................ Delaware 73-1349645 Scrivner of Alabama, Inc................................................... Alabama 63-0379196 Scrivner of Illinois, Inc.................................................. Illinois 37-0357850 Scrivner of Iowa, Inc...................................................... Iowa 42-0981509 Scrivner of Kansas, Inc.................................................... Kansas 48-0720029 Scrivner of New York, Inc.................................................. New York 16-0434760 Scrivner of North Carolina, Inc............................................ North Carolina 56-0796492 Scrivner of Pennsylvania, Inc.............................................. Pennsylvania 23-1095670 Scrivner of Tennessee, Inc................................................. Tennessee 62-0320600 Scrivner of Texas, Inc..................................................... Texas 74-0658440 Scrivner Super Stores of Illinois, Inc..................................... Illinois 37-1079445 Scrivner Super Stores of Iowa, Inc......................................... Iowa 37-1249001 Scrivner Transportation, Inc............................................... Oklahoma 73-1288028 Sehon Foods, Inc........................................................... Ohio 31-0893908 Selected Products, Inc..................................................... Texas 76-0333631 Sentry Markets, Inc........................................................ Wisconsin 39-0851989 SmarTrans, Inc............................................................. Delaware 13-2656567 South Ogden Super Duper, Inc............................................... New York 16-1019769 Southern Supermarkets, Inc................................................. Oklahoma 73-1121580 Southern Supermarkets, Inc................................................. Texas 74-1491634 Southern Supermarkets of Louisiana, Inc.................................... Louisiana 72-1208940 Star Groceries, Inc........................................................ Texas 74-2645278 Store Equipment, Inc....................................................... Wisconsin 39-6047178 Sundries Service, Inc...................................................... Alabama 63-0620777 Switzer Foods, Inc......................................................... Kansas 74-2493457 35 Church Street, Inc...................................................... Delaware 16-1428583 Thompson Food Basket, Inc.................................................. Illinois 37-0762020 29 Super Market, Inc....................................................... Wisconsin 39-0892198 27 Slayton Avenue, Inc..................................................... Delaware 16-1428669 WPC, Inc................................................................... Oklahoma 73-1186896
(ii) INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED SEPTEMBER 2, 1994 P R O S P E C T U S $500,000,000 [LOGO] $375,000,000 % SENIOR NOTES DUE 2001 $125,000,000 FLOATING RATE SENIOR NOTES DUE 2001 ----------------- Interest on the % Senior Notes due 2001 (the "Fixed Rate Notes") will be payable semiannually on and of each year, commencing , 1995. Up to 20% of the Fixed Rate Notes may be redeemed by Fleming Companies, Inc. ("Fleming" or the "Company") at any time on or prior to , 1997 within 180 days of a Public Equity Offering (as defined) with the net proceeds from such offering at a redemption price equal to % of the principal amount thereof, together with accrued and unpaid interest, if any, to the date of redemption; provided that, after giving effect to such redemption, at least $200 million aggregate principal amount of the Fixed Rate Notes remains outstanding. In the event of a Change of Control (as defined), each holder of the Fixed Rate Notes may require the Company to purchase all or a portion of such holder's Fixed Rate Notes at 101% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date of redemption. In addition, the Fixed Rate Notes may be redeemed, in whole or in part, at any time on or after , 1999 at the redemption prices set forth herein, together with accrued and unpaid interest, if any, to the date of redemption. Interest on the Floating Rate Senior Notes due 2001 (the "Floating Rate Notes") will be payable quarterly on , , and of each year, commencing , 1995. The Floating Rate Notes may be redeemed by the Company, in whole or in part, on any interest payment date on or after , 1995 through and including , 1999 at a redemption price equal to 100.5% of the principal amount thereof and after , 1999 at a redemption price equal to 100% of the principal amount thereof, in each case together with accrued and unpaid interest, if any, to the date of redemption. In the event of a Change of Control, each holder of the Floating Rate Notes may require the Company to repurchase all or a portion of such holder's Floating Rate Notes at 101% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date of redemption. The Fixed Rate Notes and the Floating Rate Notes (collectively, the "Notes") offered hereby (the "Offering") will be unsecured senior obligations of the Company, ranking PARI PASSU with all other existing and future senior indebtedness of the Company and senior in right of payment to any future indebtedness of the Company that is expressly subordinated to senior indebtedness of the Company. The Notes, however, will be effectively subordinated to secured senior indebtedness of the Company with respect to the assets securing such indebtedness, including indebtedness under the Company's bank credit agreement which is secured by the capital stock of substantially all of the Company's subsidiaries and substantially all of the inventory and accounts receivable of the Company and its subsidiaries and indebtedness under two prior indentures (the "Prior Indentures") which is secured by a portion of such collateral. The payment of principal of, premium, if any, and interest on the Notes is unconditionally guaranteed on an unsecured senior basis (the "Note Guarantees") by substantially all of the Company's subsidiaries (the "Subsidiary Guarantors"). The Note Guarantees will rank PARI PASSU with all other existing and future senior indebtedness of the Subsidiary Guarantors. See "Description of the Notes." As of July 9, 1994, on a PRO FORMA basis after giving effect to the Company's acquisition (the "Acquisition") of the Scrivner Group (as defined) and the financing thereof and the Offering and the use of proceeds therefrom, senior indebtedness of the Company and its subsidiaries (including the Notes and excluding obligations under capitalized leases and undrawn letters of credit) would have been approximately $1.63 billion, of which $1.12 billion would have been secured indebtedness. As of July 9, 1994, on a PRO FORMA basis after giving effect to the Acquisition and the financing thereof and the Offering and the use of proceeds therefrom, the Subsidiary Guarantors would have had approximately $1.44 billion of senior indebtedness outstanding (including guarantees with respect to the Notes and the credit agreement and excluding obligations under capitalized leases and undrawn letters of credit) $0.94 billion of which would have been secured indebtedness. SEE "INVESTMENT CONSIDERATIONS" FOR A DISCUSSION OF CERTAIN FACTORS WHICH SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS IN EVALUATING AN INVESTMENT IN THE NOTES. ------------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
PRICE TO UNDERWRITING PROCEEDS TO PUBLIC(1) DISCOUNT(2) COMPANY(1)(3) Per Fixed Rate Note................ % % % Total.............................. $ $ $ Per Floating Rate Note............. % % % Total.............................. $ $ $ (1) Plus accrued interest, if any, from , 1994. (2) The Company and the Subsidiary Guarantors have agreed to indemnify the several Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. See "Underwriting." (3) Before deducting expenses payable by the Company estimated at $ .
------------------------ The Notes are offered by the several Underwriters, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of certain legal matters by counsel for the Underwriters and certain other conditions. The Underwriters reserve the right to withdraw, cancel or modify such offer and to reject orders in whole or in part. It is expected that delivery of the Notes will be made in New York, New York on or about , 1994. ------------------------ MERRILL LYNCH & CO. J.P. MORGAN SECURITIES INC. ------------ The date of this Prospectus is , 1994. [MAP TO COME] 2 AVAILABLE INFORMATION Fleming is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices at 7 World Trade Center, 13th Floor, New York, New York 10048 and Suite 1400, Northwestern Atrium Center, 14th Floor, 500 West Madison Street, Chicago, Illinois 60661. Copies of such material can be obtained by mail from the Public Reference Section of the Commission at prescribed rates at the principal office of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, such reports, proxy statements and information concerning the Company can be inspected and copied at the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, the Pacific Stock Exchange, Inc., 301 Pine Street, San Francisco, California 94104 and the Chicago Stock Exchange, 440 South LaSalle Street, Chicago, Illinois 60605. The Company and the Subsidiary Guarantors have filed with the Commission a registration statement on Form S-3 (herein, together with all amendments and exhibits, referred to as the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"). This Prospectus does not contain all the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. For further information, reference is hereby made to the Registration Statement. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The Company's Annual Report on Form 10-K for the fiscal year ended December 25, 1993, the Company's Quarterly Reports on Form 10-Q for the quarters ended April 16 and July 9, 1994, and the Company's Current Report on Form 8-K dated July 19, 1994, as amended by Form 8-K A, filed September 2, 1994, filed under the Exchange Act (File No. 1-8140) are hereby incorporated in this Prospectus by reference. All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering described herein shall be deemed to be incorporated in this Prospectus and to be a part hereof from the date of the filing of such document. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for all purposes to the extent that a statement contained herein or in any other subsequently filed document which is also incorporated or deemed to be incorporated by reference modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the Registration Statement or this Prospectus. The Company will provide without charge to each person to whom this Prospectus is delivered, upon written or oral request of such person, a copy (without exhibits unless such exhibits are specifically incorporated by reference into such document) of any or all documents incorporated by reference in this Prospectus. Written requests or requests by telephone for such copies should be directed to David R. Almond, Senior Vice President, General Counsel and Secretary, Fleming Companies, Inc., P.O. Box 26647, Oklahoma City, Oklahoma 73126 (telephone (405) 840-7200). ------------------------ IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED HEREBY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. 3 PROSPECTUS SUMMARY THE FOLLOWING SUMMARY OF CERTAIN INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS DOES NOT PURPORT TO BE COMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE MORE DETAILED INFORMATION AND CONSOLIDATED FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO, APPEARING ELSEWHERE IN THIS PROSPECTUS. UNLESS THE CONTEXT REQUIRES OTHERWISE, THE TERM "SCRIVNER GROUP" REFERS TO HANIEL CORPORATION (WHICH CHANGED ITS NAME PREPARATORY TO THE ACQUISITION TO "FLEMING HOLDINGS, INC.", BUT IS HEREINAFTER REFERRED TO AS "HANIEL") AND ITS SOLE DIRECT SUBSIDIARY, SCRIVNER, INC., AND SCRIVNER, INC.'S SUBSIDIARIES; THE TERMS "FLEMING" AND THE "COMPANY" REFER TO FLEMING COMPANIES, INC. AND ITS SUBSIDIARIES, INCLUDING THE SCRIVNER GROUP AFTER THE DATE OF THE ACQUISITION (JULY 19, 1994). UNLESS OTHERWISE INDICATED, PRO FORMA INFORMATION GIVES EFFECT TO THE ACQUISITION. THE COMPANY GENERAL The Company is a recognized leader in the food marketing and distribution industry with both wholesale and retail operations. The Company is the largest food wholesaler in the United States as a result of the acquisition of the Scrivner Group in July 1994 (the "Acquisition"), based on PRO FORMA 1993 net sales of approximately $19 billion. The Company serves as the principal source of supply for approximately 10,000 retail food stores, including approximately 3,700 supermarkets (defined as any retail food store with annual sales of at least $2 million) which represented approximately 13% of all supermarkets in the United States at year-end 1993 and totaled approximately 97 million square feet in size. The Company serves food stores of various sizes operating in a wide variety of formats, including conventional full-service stores, supercenters, price impact stores (including warehouse stores), combination stores (which typically carry a higher proportion of non-food items) and convenience stores. With customers in 43 states, the Company services a geographically diverse area. The Company's wholesale operations offer a wide variety of national brand and private label products, including groceries, meat, dairy and delicatessen products, frozen foods, fresh produce, bakery goods and a variety of general merchandise and related items. In addition, the Company offers a wide range of support services to its customers to help them compete more effectively with other food retailers in their respective markets. Such services include store development and expansion services, merchandising and marketing assistance, advertising, consumer education programs, retail electronic services and employee training. In addition to its wholesale operations, the Company has a significant presence in food retailing, owning and operating 345 retail food stores, including 283 supermarkets with an aggregate of approximately 9.5 million square feet. The Company-owned stores operate under a number of names and vary in format from super warehouse stores and conventional supermarkets to convenience stores. PRO FORMA 1993 net sales from retail operations were approximately $3 billion. The Company believes it is one of the 20 largest food retailers in the United States based on net sales. COMPETITIVE STRENGTHS Fleming's net sales grew from approximately $5 billion in 1983 to approximately $13 billion in 1993, largely as a result of acquisitions of wholesale food distributors and operations. After giving PRO FORMA effect to the Acquisition, the Company's 1993 net sales were approximately $19 billion. The Company believes that its position as a leader in the food marketing and distribution industry is attributable to a number of competitive strengths, including the following: SIZE. As the largest food wholesaler in the United States, the Company has substantial purchasing power and is able to realize significant economies of scale. DIVERSE CUSTOMER BASE. In 1993, multiple-store independent operators and chains represented 33% and 40%, respectively, of Fleming's net sales, with the balance comprised of sales to single-store independent operators and Company-owned stores. Approximately one-third of the Scrivner Group's 1993 net sales were to Scrivner Group-owned stores, with the balance comprised of sales to multi-store independent operators, single-store operators and chains. In addition, with customers in 43 states, the Company's sales are geographically dispersed. 4 EXPERTISE IN HIGHER-MARGIN PRODUCTS. The Company offers a wide range of private label products and perishables and has developed extensive expertise in handling, marketing and distributing these higher-margin products. This expertise has permitted the Company to derive 41% of 1993 PRO FORMA net sales from the sale of perishables. EFFICIENT DISTRIBUTION NETWORK. The Company has successfully integrated the operations of previously acquired food wholesalers, thereby developing an efficient distribution network, and has recorded 19 consecutive years of warehouse productivity increases. The Company aggressively pursues opportunities for the consolidation of distribution centers, seeking to eliminate duplicative operations and facilities and achieve greater efficiencies. In addition, the Company believes it is an industry leader in the development and application of advanced distribution technology. LONG-TERM SUPPLY CONTRACTS. The Company pursues various means of obtaining future business, including emphasizing the formation of alliances with retailers. In particular, the Company has focused on retailers with demonstrated operating success, including operators of alternative formats such as warehouse clubs and supercenters. The Company has long-term supply contracts with many of its major customers. For example, the Company signed a six-year supply agreement with Kmart Corporation ("Kmart") in December 1993 to serve its new Super Kmart Centers in areas where the Company has distribution facilities. MANAGEMENT TEAM. The Company is led by an experienced management team comprised of individuals who combine many years in the food marketing and distribution industry. See "Management." BUSINESS STRATEGY The Company's strategy is to maintain and strengthen its position in food marketing and distribution by: (i) consolidating distribution centers into larger, more efficient centers and eliminating functions that do not add economic value; (ii) maximizing the Company's substantial purchasing power; (iii) building and maintaining long-term alliances with successful retailers, including both traditional and alternative format operators; (iv) remaining at the forefront of technology-driven distribution systems; (v) continuing to capitalize on the Company's expertise in handling higher-margin products; and (vi) focusing on the stand-alone profitability of Company-owned stores and increasing net sales of such stores through internal growth and, in the long term, selective acquisitions. The Company has begun implementing a number of the steps outlined above, beginning with an announced plan to consolidate facilities, reorganize management and re-engineer operations. See "Investment Considerations -- Response to a Changing Industry" and "Business -- Business Strategy" and "-- The Consolidation, Reorganization and Re-engineering Plan." THE ACQUISITION In July 1994, pursuant to a stock purchase agreement between Fleming and Franz Haniel & Cie. GmbH, Fleming acquired all of the outstanding stock of Haniel. Haniel, its sole direct subsidiary Scrivner, Inc. and Scrivner, Inc.'s subsidiaries are collectively referred to herein as the "Scrivner Group." Fleming paid $388 million in cash and refinanced substantially all of the Scrivner Group's existing indebtedness (approximately $680 million in aggregate principal amount and premium). At the same time, Fleming refinanced approximately $400 million in aggregate principal amount of its own indebtedness. The Acquisition of the Scrivner Group significantly enhances the Company's position as a leader in the food marketing and distribution industry. As a result of its dramatically increased size, in terms of both retail stores served and Company-owned stores, the Company believes it has gained substantial purchasing power. The Company acquired 179 Scrivner Group-owned stores as a result of the Acquisition. The Company benefits from the Scrivner Group's product mix which, like Fleming's, is favorably weighted toward higher-margin products such as perishables and private label products. In addition, the Acquisition has resulted in a broader, more geographically diverse customer base with a larger Company-owned retail network. The Company believes it will be able to utilize the best features of both Fleming's and Scrivner's investments in 5 technology, a crucial element for the long-term success of a food marketing and distribution company. The Company expects to realize substantial savings through facilities consolidation and reductions in corporate overhead. To finance the Acquisition and to provide future working capital, the Company entered into a $2.2 billion credit facility (the "Credit Agreement") with a group of banks led by Morgan Guaranty Trust Company of New York ("Morgan Guaranty"). To secure its obligations under the Credit Agreement, the Company pledged the capital stock of substantially all of its subsidiaries and substantially all of the inventory and accounts receivable of the Company and its subsidiaries. A portion of the collateral was also pledged for the equal and ratable benefit of the holders of debt issued under two prior indentures (the "Prior Indentures"). See "Certain Other Obligations." The collateral will be released upon the earlier to occur of the repayment of the borrowings under the Credit Agreement and the cancellation of the commitments thereunder or the date on which the Company's senior unsecured debt receives investment grade ratings from both Standard & Poor's Ratings Group and Moody's Investors Service, Inc. See "The Credit Agreement." THE OFFERING NOTES OFFERED Fixed Rate Notes................ $375,000,000 aggregate principal amount of % Senior Notes due 2001; and Floating Rate Notes............. $125,000,000 aggregate principal amount of Floating Rate Senior Notes due 2001. FIXED RATE NOTES Maturity Date................... , 2001. Interest Payment Dates.......... and of each year, commencing , 1995. Optional Redemption............. The Company may redeem up to 20% of the initial aggregate principal amount of the Fixed Rate Notes at any time on or prior to , 1997, within 180 days of a Public Equity Offering with the net proceeds of such offering, at a redemption price equal to % of the principal amount thereof, together with accrued and unpaid interest, if any, to the date of redemption; provided that, after having given effect to such redemption, at least $200 million aggregate principal amount of the Fixed Rate Notes remains outstanding. In addition, the Company may redeem the Fixed Rate Notes, in whole or in part, at any time on or after , 1999, at the redemption prices set forth herein, together with accrued and unpaid interest, if any, to the date of redemption. See "Description of the Notes -- Terms Specific to the Fixed Rate Notes -- OPTIONAL REDEMPTION." FLOATING RATE NOTES Maturity Date................... , 2001. Interest Rate................... % per annum from , 1994 through and including , 1995 and thereafter at a rate per annum, determined quarterly, equal to the Applicable LIBOR Rate. See "Description of the Notes -- Terms Specific to the Floating Rate Notes -- MATURITY, INTEREST AND PRINCIPAL." Interest Payment Dates.......... , , and of each year, commencing , 1995.
6 Optional Redemption............. The Company may redeem the Floating Rate Notes, in whole or in part, on any Interest Payment Date on or after , 1995 through and including , 1999, at a redemption price equal to 100.5% of the principal amount thereof, and after , 1999 at a redemption price equal to 100% of the principal amount thereof, in each case together with accrued and unpaid interest, if any, to the date of redemption. See "Description of the Notes -- Terms Specific to the Floating Rate Notes -- OPTIONAL REDEMPTION." TERMS COMMON TO FIXED RATE AND FLOATING RATE NOTES Change of Control............... In the event of a Change of Control, each holder of the Notes will have the right to require the Company to purchase all of such holder's Notes at a redemption price equal to 101% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date of purchase. See "Description of the Notes -- Certain Covenants -- CHANGE OF CONTROL." Ranking......................... The Notes are unsecured senior obligations of the Company, and will rank PARI PASSU with all other existing and future Senior Indebtedness of the Company and senior in right of payment to any future Indebtedness of the Company that is expressly subordinated to Senior Indebtedness of the Company. The Notes are effectively subordinated to secured Senior Indebtedness of the Company with respect to the assets securing such indebtedness, including Indebtedness under the Credit Agreement which is secured by the capital stock of substantially all of the Company's subsidiaries and substantially all of the inventory and accounts receivable of the Company and its subsidiaries and Indebtedness under the Prior Indentures which is secured by a portion of such collateral. See "The Credit Agreement," "Description of the Notes -- Ranking" and "Certain Other Obligations." As of July 9, 1994, on a PRO FORMA basis after giving effect to the Acquisition and the financing thereof and the Offering and the use of proceeds therefrom, Senior Indebtedness of the Company (excluding obligations under capitalized leases and undrawn letters of credit) would have been approximately $1.63 billion, of which $1.12 billion would have been secured Senior Indebtedness. Guarantees...................... The payment of principal of, premium, if any, and interest on the Notes is unconditionally guaranteed on an unsecured senior basis (the "Note Guarantees") by substantially all of the Company's subsidiaries (the "Subsidiary Guarantors"). Each Note Guarantee ranks PARI PASSU with all other existing and future Senior Indebtedness of the Subsidiary Guarantor issuing such Note Guarantee and senior in right of payment to any future Indebtedness of such Subsidiary Guarantor that is expressly subordinated to Senior Indebtedness of such Subsidiary Guarantor. See "Description of the Notes -- Guarantees." As of July 9, 1994, on a PRO FORMA basis after giving effect to the Acquisition and the financing thereof and the Offering and the use of proceeds therefrom, Senior Indebtedness of the Subsidiary Guarantors (including guarantees with respect to the Notes and
7 the Credit Agreement and excluding obligations under capitalized leases and undrawn letters of credit) would have been approximately $1.44 billion, of which $0.94 billion would have been secured Senior Indebtedness. Covenants....................... The indentures pursuant to which the Notes will be issued (the "Senior Note Indentures") contain certain covenants, including, without limitation, covenants with respect to: (i) limitation on indebtedness; (ii) limitation on restricted payments; (iii) limitation on liens; (iv) additional guarantees; and (v) restrictions on consolidations, mergers and sale of substantially all assets. See "Description of the Notes -- Certain Covenants." Use of Proceeds................. The net proceeds of the Offering will be used by the Company to reduce a portion of the indebtedness incurred under the Credit Agreement in connection with the Acquisition. See "Use of Proceeds." Absence of Public Market........ There is no public trading market for the Notes, and the Company does not intend to apply for listing of the Notes on any securities exchange or quotation of the Notes on any inter-dealer quotation system. The Company has been advised by the Underwriters that, following the completion of the initial offering of the Notes, the Underwriters presently intend to make a market in the Notes although the Underwriters are under no obligation to do so and may discontinue any market making at any time without notice. No assurances can be given as to the liquidity of the trading markets for the Notes or that active trading markets for the Notes will develop. If active public trading markets for the Notes do not develop, the market prices and liquidity of the Notes may be adversely affected.
INVESTMENT CONSIDERATIONS For a discussion of certain factors which should be considered by prospective investors in evaluating an investment in the Notes, see "Investment Considerations." 8 SUMMARY FINANCIAL INFORMATION Set forth below and on the following pages is summary PRO FORMA financial information for the Company and summary historical financial information for Fleming and the Scrivner Group. Fleming's consolidated financial statements are prepared on the basis of a 52 or 53 week year, ending on the last Saturday in December. Fleming's first fiscal quarter contains 16 weeks and each subsequent quarter contains 12 weeks; the additional week in each 53 week year is added to the fourth fiscal quarter. Scrivner Group financial information is derived from Haniel's consolidated financial statements which are prepared on a calendar year basis. THE COMPANY -- PRO FORMA The unaudited PRO FORMA financial information for the Company set forth below has been derived from the unaudited PRO FORMA financial information included elsewhere in this Prospectus and gives effect to the Acquisition and the financing thereof and the Offering and the use of proceeds therefrom, as if they had occurred at the beginning of the periods presented for Statement of Operations Data and Other Data, and on July 9, 1994 for Balance Sheet Data. The unaudited PRO FORMA financial information does not necessarily represent what the Company's financial position or results of operations would have been if the Acquisition and the financing thereof and the Offering and the use of proceeds therefrom had actually been completed on the dates indicated, and are not intended to project the Company's financial position or results of operations for any future period. The following summary PRO FORMA financial information should be read in connection with the historical consolidated financial statements of Fleming and Haniel and related notes thereto and the unaudited PRO FORMA financial information for the Company included elsewhere in this Prospectus.
PRO FORMA PRO FORMA YEAR ENDED 28 WEEKS ENDED DECEMBER 25, 1993 JULY 9, 1994 ----------------- -------------- (DOLLARS IN MILLIONS) STATEMENT OF OPERATIONS DATA(A): Net sales............................... $ 19,109 $ 10,140 Cost of sales(b)........................ 17,497 9,240 Selling and administrative expense(b)... 1,314 759 Facilities consolidation and restructuring charge................... 108 -- ------- ------- Income from operations.................. 190 141 Interest expense........................ 195 102 Interest income(c)...................... 69 32 Losses from equity investments.......... 12 6 ------- ------- Earnings before taxes................... 52 65 Taxes on income......................... 27 31 ------- ------- Earnings before extraordinary item(d)... $ 25 $ 34 ------- ------- ------- ------- BALANCE SHEET DATA (AT END OF PERIOD): Working capital......................... -- $ 431 Total assets............................ -- 4,511 Total debt, including capitalized leases................................. -- 1,993 Shareholders' equity.................... -- 1,085 OTHER DATA: EBITDA(e)............................... $ 528(f) $ 271 Depreciation and amortization........... 174 98 Capital expenditures.................... 108 64 Ratio of EBITDA to interest expense..... 2.71x 2.66x Ratio of total debt to EBITDA........... 3.77x(g) -- Ratio of earnings to fixed charges(h)... 1.22x 1.53x - ------------------------------ (a) No adjustments have been made to reflect any potential cost savings that the Company may realize from the Company's plan to consolidate additional facilities, reorganize management and re-engineer operations or which may result from the Acquisition. See "Management's Discussion and Analysis" and "Business -- Business Strategy" and "-- The Consolidation, Reorganization and Re-engineering Plan." (b) PRO FORMA statement of operations data for cost of sales and selling and administrative expense are affected by classification differences between Fleming's and Haniel's consolidated financial statements. Certain costs and expenses included in determining cost of sales for Fleming are classified as selling, operating and administrative expenses in Haniel's consolidated financial statements. Subsequent to the Acquisition, account classification will be conformed to that used by Fleming. (c) Consists primarily of interest earned on notes receivable from customers. Also includes income generated from direct financing leases of retail stores and related equipment. (d) In 1993, the Company realized an extraordinary after-tax loss of $2.3 million related to the early retirement of indebtedness. (e) EBITDA represents earnings before extraordinary item before taking into consideration interest expense, income taxes, depreciation and amortization, equity investment results and facilities consolidation and restructuring charge. EBITDA should not be considered as an alternative measure of the Company's net income, operating performance, cash flow or liquidity. It is included herein to provide additional information related to the Company's ability to service debt. (f) PRO FORMA 1993 EBITDA has been reduced by $13 million to reflect certain non-recurring items recorded in Fleming's selling and administrative expense. (g) Based on total debt, including capitalized leases, at July 9, 1994 of $1.99 billion, calculated on a PRO FORMA basis. (h) For purposes of computing this ratio, earnings consist of earnings before income taxes and fixed charges. Fixed charges consist of interest expense, including amortization of deferred debt issuance costs, and one-third of rental expense (the portion considered representative of the interest factor).
9 FLEMING -- HISTORICAL The following table sets forth certain historical financial information for Fleming as of and for the periods indicated. The historical balance sheet and statement of operations data as of and for the years ended December 31, 1989 through 1993 have been derived from audited consolidated financial statements of Fleming. The historical balance sheet and income statement data as of and for the two quarters (28 weeks) ended July 10, 1993 and July 9, 1994 have been derived from the unaudited consolidated condensed financial statements of Fleming. The table should be read in conjunction with "Selected Financial Information," "Management's Discussion and Analysis" and Fleming's consolidated financial statements and related notes thereto included elsewhere in this Prospectus.
28 WEEKS ENDED YEAR ENDED LAST SATURDAY IN DECEMBER, --------------------- ------------------------------------------------------------------ JULY 10, JULY 9, 1989 1990 1991 1992 1993 1993 1994 ---------- ---------- ---------- ---------- ---------- ---------- ------- (DOLLARS IN MILLIONS) STATEMENT OF OPERATIONS DATA: Net sales..................... $ 11,992 $ 11,884 $ 12,851 $ 12,894 $ 13,092 $ 7,010 $6,916 Gross margin.................. 690 683 748 727 765 419 439 Selling and administrative expense...................... 508 473 537 495 558 292 346 Facilities consolidation and restructuring charge(a)...... -- -- 67 -- 108 7 -- Income from operations........ 182 210 144 232 99 120 93 Interest expense.............. 96 94 93 81 78 41 38 Interest income(b)............ 57 55 61 59 63 33 28 Earnings before taxes......... 139 165 104 195 72 109 77 Earnings before extraordinary items and accounting change(c).................... 80 97 64 119 37 64 43 BALANCE SHEET DATA (AT END OF PERIOD): Working capital............... $ 363 $ 377 $ 424 $ 528 $ 442 $ 478 $ 279 Total assets.................. 2,689 2,768 2,958 3,118 3,103 3,002 2,950 Total debt, including capitalized leases........... 1,009 1,012 989 1,086 1,078 1,064 914 Shareholders' equity.......... 742 814 949 1,060 1,060 1,107 1,085 OTHER DATA: EBITDA(e)..................... $ 303 $ 342 $ 378 $ 380 $ 358 $ 201 $ 180 Depreciation and amortization................. 78 83 91 94 101 54 59 Capital expenditures.......... 105 51 65 62 53 21 39 Ratio of EBITDA to interest expense...................... 3.16x 3.64x 4.06x 4.69x 4.59x 4.90x 4.74x Ratio of total debt to EBITDA....................... 3.33x 2.96x 2.62x 2.86x 3.01x -- -- Ratio of earnings to fixed charges(f)................... 2.14x 2.40x 1.89x 2.85x 1.71x 3.00x 2.52x - ------------------------------ (a) See further discussion contained in "Management's Discussion and Analysis -- Facilities Consolidation and Restructuring." (b) Consists primarily of interest earned on notes receivable from customers. Also includes income generated from direct financing leases of retail stores and related equipment. (c) In 1992 and 1993, the Company recorded extraordinary after-tax losses of $5.9 million and $2.3 million, respectively, related to the early retirement of indebtedness. In 1991, the Company recognized a $9.3 million charge to net earnings in connection with the adoption of SFAS No. 106 -- Employers' Accounting for Postretirement Benefits Other Than Pensions. (d) EBITDA represents earnings before extraordinary items and accounting change before taking into consideration interest expense, income taxes, depreciation and amortization, equity investment results and facilities consolidation and restructuring charge. EBITDA should not be considered as an alternative measure of the Company's net income, operating performance, cash flow or liquidity. It is included herein to provide additional information related to the Company's ability to service debt. (e) In 1989 and 1990, EBITDA has been reduced to reflect non-recurring pre-tax gains of approximately $14 million and $6 million, respectively, that resulted from selling minority equity positions in a former subsidiary. Such gains were recorded in selling and administrative expense. In 1991, EBITDA has been increased by $15 million to reflect unusual charges related to litigation settlements and the write-down of a non-operating asset. In 1992, EBITDA has been reduced to reflect a $5 million non-recurring pre-tax gain related to a litigation settlement. For each of the year ended December 1993 and the 28 weeks ended July 10, 1993, EBITDA has been reduced by $13 million to reflect the net effect of certain non-recurring items recorded in selling and administrative expense. (f) For purposes of computing this ratio, earnings consist of earnings before income taxes and fixed charges. Fixed charges consist of interest expense, including amortization of deferred debt issuance costs, and one-third of rental expense (the portion considered representative of the interest factor).
10 THE SCRIVNER GROUP -- HISTORICAL The following table sets forth certain historical financial information for the Scrivner Group as of and for the periods indicated. The historical balance sheet and statement of operations data as of and for the years ended December 31, 1989 through 1993 have been derived from audited consolidated financial statements of Haniel. The historical balance sheet and statement of operations data as of and for the six months ended June 30, 1993 and 1994 have been derived from the unaudited consolidated financial statements of Haniel. The table should be read in conjunction with "Selected Financial Information", "Management's Discussion and Analysis -- Analysis of the Scrivner Group's Historical Results of Operations" and the Haniel consolidated financial statements and related notes thereto included elsewhere in this Prospectus.
SIX MONTHS ENDED YEAR ENDED DECEMBER 31, JUNE 30, -------------------------------------- -------------- 1989 1990 1991 1992 1993 1993 1994 ------ ------ ------ ------ ------ ------ ------ (DOLLARS IN MILLIONS) STATEMENT OF OPERATIONS DATA: Net sales............................................................. $3,765 $5,602 $5,606 $5,685 $6,017 $3,238 $3,224 Gross margin(a)....................................................... 458 748 771 792 849 454 462 Selling, operating and administrative expense(a)...................... 401 646 661 687 752 401 411 Income from operations................................................ 57 102 110 105 97 53 51 Interest expense...................................................... 36 82 72 62 56 31 28 Interest income(b).................................................... 4 7 6 6 6 3 4 Earnings before taxes................................................. 25 27 44 49 47 25 27 Net earnings.......................................................... 13 14 21 25 25 13 13 BALANCE SHEET DATA (AT END OF PERIOD): Working capital....................................................... $ 194 $ 171 $ 118 $ 234 $ 208 $ 264 $ 198 Total assets.......................................................... 1,347 1,392 1,375 1,387 1,372 1,408 1,317 Total debt, including capitalized leases.............................. 751 759 651 721 662 743 620 Shareholder's equity.................................................. 175 189 211 242 267 254 280 OTHER DATA: EBITDA(c)............................................................. $ 96 $ 166 $ 175 $ 170 $ 168 $ 91 $ 90 Depreciation and amortization......................................... 35 57 59 59 65 35 35 Capital expenditures.................................................. 50 62 49 42 55 31 25 Ratio of EBITDA to interest expense................................... 2.67x 2.02x 2.43x 2.74x 3.00x 2.94x 3.21x Ratio of total debt to EBITDA......................................... 7.82x 4.57x 3.72x 4.24x 3.94x -- -- Ratio of earnings to fixed charges(d)................................. 1.64x 1.30x 1.54x 1.64x 1.65x 1.64x 1.73x - ------------------------------ (a) Certain costs and expenses that Fleming includes in determining its gross margin are classified as selling, operating and administrative expenses in Haniel's consolidated financial statements. (b) Consists primarily of interest earned on notes receivable from customers. Also includes income generated from direct financing leases of retail stores and related equipment. (c) EBITDA represents earnings before taking into consideration interest expense, income taxes, and depreciation and amortization. EBITDA should not be considered as an alternative measure of the Scrivner Group's net income, operating performance, cash flow or liquidity. It is included herein to provide additional information related to the Scrivner Group's ability to service debt. (d) For purposes of computing this ratio, earnings consist of earnings before income taxes and fixed charges. Fixed charges consist of interest expense, including amortization of deferred debt issuance costs, and one-third of rental expense (the portion considered representative of the interest factor).
11 INVESTMENT CONSIDERATIONS In addition to the other information contained in this Prospectus, prospective investors should consider carefully the following factors before purchasing the Notes offered hereby. LEVERAGE AND DEBT SERVICE The Company incurred substantial indebtedness in connection with the financing of the Acquisition and is subject to substantial repayment obligations. As of July 9, 1994, on a PRO FORMA basis, the Company would have had total indebtedness (including capitalized lease obligations) of approximately $1.99 billion and shareholders' equity of approximately $1.09 billion. Although the Company is subject to restrictive covenants under the Senior Note Indentures and the Credit Agreements (see "--Restrictive Covenants; Asset Encumbrances"), there remains significant borrowing capacity under such agreements. Although the Company has no present plans to pursue acquisitions, it may borrow additional amounts to do so in the future, resulting in increased leverage. See "Use of Proceeds" and "Capitalization." The degree to which the Company is leveraged could have important consequences to the holders of the Notes, including: (i) the Company's ability to obtain additional financing for working capital or other purposes in the future may be limited; (ii) a substantial portion of the Company's cash flow from operations will be dedicated to the payment of the principal of and interest on its indebtedness, thereby reducing funds available for operations; (iii) certain of the Company's borrowings, including the Floating Rate Notes and all borrowings under the Credit Agreement, will be at variable rates of interest (subject to the requirement that the Company enter into interest rate protection agreements for a substantial portion of its borrowings under the Credit Agreement; see "The Credit Agreement") which could cause the Company to be vulnerable to increases in interest rates; (iv) the Company may be more vulnerable to economic downturns and be limited in its ability to withstand competitive pressures; and (v) all of the indebtedness incurred in connection with the Credit Agreement will become due prior to the maturity of the Notes. The Company's ability to make scheduled payments of the principal of, premium, if any, or interest on, or to refinance, its indebtedness will depend on its future operating performance and cash flow, which are subject to prevailing economic conditions, prevailing interest rate levels, and financial, competitive, business and other factors, many of which are beyond its control. See, also, "Description of the Notes -- Certain Covenants -- PURCHASES OF NOTES ON A CHANGE OF CONTROL." The Company believes that, based upon current levels of operations, it should be able to meet its debt service obligations, including principal and interest payments on the Notes, when due. If the Company cannot generate sufficient cash flow from operations to meet its obligations, the Company might be required to refinance its indebtedness. There can be no assurance that a refinancing could be effected on satisfactory terms or would be permitted by the terms of the Credit Agreement, the Prior Indentures or the Senior Note Indentures. RESTRICTIVE COVENANTS; ASSET ENCUMBRANCES The Credit Agreement and the Senior Note Indentures contain numerous restrictive covenants which limit the discretion of the Company's management with respect to certain business matters. These covenants will place significant restrictions on, among other things, the ability of the Company and the Subsidiary Guarantors to incur additional indebtedness, to create liens or other encumbrances, to make certain payments, investments, loans and guarantees and to sell or otherwise dispose of a substantial portion of assets to, or merge or consolidate with, another entity which is not controlled by the Company. See "The Credit Agreement" and "Description of the Notes -- Certain Covenants" and "-- Consolidation, Merger, Sale of Assets." The Credit Agreement also contains a number of financial covenants which require the Company to meet certain financial ratios and tests. See "The Credit Agreement." A failure to comply with the obligations contained in the Credit Agreement or the Senior Note Indentures, if not cured or waived, could permit acceleration of the related indebtedness and acceleration of indebtedness under other instruments which contain cross-acceleration or cross-default provisions. Other indebtedness of the Company and its subsidiaries that may be incurred in the future may contain financial or other covenants more restrictive than those applicable to the Credit Agreement and the Notes. The Notes will not be secured by any of the Company's assets. The obligations of the Company under the Credit Agreement are secured by the capital stock of substantially all of the Company's subsidiaries and 12 substantially all of the inventory and accounts receivable of the Company and its subsidiaries. The obligations of the Company under the Prior Indentures are secured by the capital stock and the inter-company indebtedness (including inter-company accounts receivable) of substantially all of the Company's subsidiaries. If the Company becomes insolvent or is liquidated, or if payment under the Credit Agreement or other secured indebtedness is accelerated, the lenders under the Credit Agreement, the Prior Indentures and any other instruments defining the rights of lenders of secured indebtedness would be entitled to exercise the remedies available to a secured lender under applicable law so long as such security remains in place. Accordingly, such lenders may have a prior claim on substantial assets of the Company and its subsidiaries. ABILITY TO INTEGRATE THE SCRIVNER GROUP; PROFITABILITY OF COMPANY-OWNED STORES The Acquisition represents a dramatic increase in the size and complexity of the Company. Future operations and profitability will be largely dependent upon the Company's ability to effectively integrate the Scrivner Group into the Company's operating structure and systems. The Company must identify and close duplicate facilities, while retaining and transferring related business, and must reduce combined administrative costs and expenses. There can be no assurance that the Company will successfully integrate the Scrivner Group as scheduled, and a failure to do so could have a material adverse effect on the Company's results of operations and financial condition. Additionally, integration of the Scrivner Group and servicing the indebtedness incurred in connection with the Acquisition may limit the Company's ability to successfully pursue acquisition opportunities for the foreseeable future. In addition, certain Scrivner Group-owned stores, as well as certain other Company-owned stores, while contributing to the Company's overall economic performance, are not profitable on a stand-alone basis. The Company has developed a specific retail strategy to improve the profitability of its retail operations. Failure to implement this strategy successfully could lead to continued underperformance of the Company's retail operations. COMPETITION The food marketing and distribution industry is highly competitive. The Company faces competition from national, regional and local food distributors on the basis of product price, quality and assortment, schedules and reliability of deliveries and the range and quality of services provided. The Company also competes with retail supermarket chains that provide their own distribution functions, purchasing directly from producers and distributing products to their supermarkets for sale to the consumer. In its retail operations, the Company competes with other food outlets on the basis of product price, quality and assortment, store location and format, sales promotions, advertising, availability of parking, hours of operation and store appeal. Traditional mass merchandisers have gained a growing foothold with alternative store formats such as warehouse stores and supercenters, which depend on concentrated buying power and low-cost distribution technology. Market shares of stores with alternative formats is expected to continue to grow in the future. To meet the challenges of a rapidly changing and highly competitive retail environment, the Company must maintain operational flexibility and develop effective strategies across many market segments. In addition, food wholesalers have competed by their willingness to invest capital in their customers. The Company has determined to de-emphasize loans to and investments in its customers and will enter into such arrangements only with customers who have demonstrated their ability to be successful operators. The Company's new practice may cause it to lose business to competitors. RESPONSE TO A CHANGING INDUSTRY The food marketing and distribution industry is undergoing accelerated change as producers, manufacturers, distributors and retailers seek to lower costs and increase services in a highly competitive environment of relatively static over-all demand. In response to these changes and to feedback from its customers, the Company has initiated a consolidation, reorganization and re-engineering plan to redesign the way in which the Company markets, distributes and prices its products and services. The Company will seek to become the low-cost provider of its products by changing its pricing practices across most of its product line so as to pass through to its customers promotional fees and allowances received from vendors while fully recovering its expenses and realizing an adequate return. Additionally, the Company plans to unbundle 13 certain services and provide only those services which its customers want and for which they are willing to pay. See "Business -- The Consolidation, Reorganization and Re-engineering Plan." The Company's ultimate success in its re-engineering effort will depend on customer acceptance of such proposed changes and the Company's ability to reduce costs significantly throughout its operations. Failure to achieve sufficient customer receptiveness could result in diminished sales while the Company seeks alternative solutions. Failure to develop a successful response to changing market conditions over the long term could have a material adverse effect on the Company's business and financial condition. DEPENDENCE ON ECONOMIC CONDITIONS The slow pace of industry growth and lack of food price inflation have dampened the Company's sales growth in recent years. In addition, the Company's distribution centers and retail stores are subject to regional and local economic conditions. While the Company supplies products and services in 43 states, there can be no assurance that future regional or local economic downturns will not have a material adverse effect on the Company's results of operations and financial condition. INVESTMENTS IN RETAILERS The Company provides subleases and extends loans to and makes investments in many of its retail customers, often in conjunction with the establishment of long-term supply agreements with such customers. Loans to customers are generally not investment grade and, along with equity investments in such customers, are highly illiquid. In recent years, the Company has experienced increasing losses associated with these activities. See "Business -- Capital Invested in Customers," "Management's Discussion and Analysis" and Fleming's consolidated financial statements and the notes thereto included elsewhere in this Prospectus. Although the Company has begun to de-emphasize credit extensions to and investments in customers, there can be no assurances that credit losses from existing or future investments or commitments will not have a material adverse effect on the Company's results of operations and financial condition. CERTAIN LITIGATION A subsidiary of the Company has been named in two related legal actions, each alleging, among other things, that certain former employees of subsidiaries of the Company participated in fraudulent activities by taking money for confirming diverting transactions which had not occurred, and seeking substantial damages. The allegations include, among other causes of action, common law fraud, breach of contract, negligence, conversion and civil theft, and violation of the federal Racketeer Influenced and Corrupt Organizations Act and comparable state statutes. The Company denies the allegations of the complaint and will vigorously defend the actions. The litigation is in its preliminary stages. The Company has been unable to conclude that an adverse resolution is not reasonably likely or to predict the potential liability, if any, to the Company. However, the Company does not believe that an adverse outcome is likely which would materially affect the Company's consolidated financial position. See "Business -- Certain Legal Proceedings." LABOR RELATIONS Almost half of the Company's approximately 43,000 full and part-time associates are covered by collective bargaining agreements with the International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America, the United Food and Commercial Workers, the International Longshoremen's and Warehousemen's Union and the Retail Warehouse and Department Store Union. The Company has 94 such agreements, which expire from September 1994 to July 1999. While the Company believes that relations with its associates are satisfactory, a prolonged labor dispute could have a material adverse effect on the Company's business as well as the Company's ability to service its outstanding indebtedness. See "Business -- Employees." FRAUDULENT CONVEYANCE CONSIDERATIONS Each Subsidiary Guarantor's guarantee of the obligations of the Company under the Notes may be subject to review under relevant federal and state fraudulent conveyance statutes (the "fraudulent conveyance statutes") in a bankruptcy, reorganization or rehabilitation case or similar proceeding or a lawsuit by or on behalf of unpaid creditors of such Subsidiary Guarantor. If a court were to find under relevant fraudulent conveyance statutes that, at the time the Notes were issued, (a) a Subsidiary Guarantor guaranteed the Notes with the intent of hindering, delaying or defrauding current or future creditors or (b) (i) a Subsidiary 14 Guarantor received less than reasonably equivalent value or fair consideration for guaranteeing the Notes and (ii) (A) was insolvent or was rendered insolvent by reason of such Note Guarantee, (B) was engaged, or about to engage, in a business or transaction for which its assets constituted unreasonably small capital, (C) intended to incur, or believed that it would incur, obligations beyond its ability to pay as such obligations matured (as all of the foregoing terms are defined in or interpreted under such fraudulent conveyance statutes) or (D) was a defendant in an action for money damages, or had a judgment for money damages docketed against it (if, in either case, after final judgment, the judgment is unsatisfied), such court could avoid or subordinate such Note Guarantee to presently existing and future indebtedness of such Subsidiary Guarantor and take other action detrimental to the holders of the Notes, including, under certain circumstances, invalidating such Note Guarantee. The measure of insolvency for purposes of the foregoing considerations will vary depending upon the federal or state law that is being applied in any such proceeding. Generally, however, a Subsidiary Guarantor would be considered insolvent if, at the time it incurs the obligations constituting a Note Guarantee, either (i) the fair market value (or fair saleable value) of its assets is less than the amount required to pay the probable liability on its total existing indebtedness and liabilities (including contingent liabilities) as they become absolute and mature or (ii) it is incurring obligations beyond its ability to pay as such obligations mature or become due. The Boards of Directors and management of the Company and each Subsidiary Guarantor believe that at the time of issuance of the Notes and the Note Guarantees, each Subsidiary Guarantor (i) will be (a) neither insolvent nor rendered insolvent thereby, (b) in possession of sufficient capital to meet its obligations as the same mature or become due and to operate its business effectively and (c) incurring obligations within its ability to pay as the same mature or become due and (ii) will have sufficient assets to satisfy any probable money judgment against it in any pending action. There can be no assurance, however, that such beliefs will prove to be correct or that a court passing on such questions would reach the same conclusions. ABSENCE OF A PUBLIC MARKET FOR THE NOTES There is no public trading market for the Notes, and the Company does not intend to apply for listing of the Notes on any securities exchange or quotation of the Notes on any inter-dealer quotation system. The Company has been advised by the Underwriters that, following the completion of the initial offering of the Notes, the Underwriters presently intend to make a market in the Notes, although the Underwriters are under no obligation to do so and may discontinue any market making at any time without notice. No assurances can be given as to the liquidity of the trading markets for the Notes or that active trading markets for the Notes will develop. If active public trading markets for the Notes do not develop, the market prices and liquidity of the Notes may be adversely affected. THE COMPANY The Company is a recognized leader in the food marketing and distribution industry and is the largest food wholesaler in the United States. Fleming's net sales grew from approximately $5 billion in 1983 to approximately $13 billion in 1993, largely as a result of acquisitions of wholesale food distributors and operations. After giving PRO FORMA effect to the acquisition of the Scrivner Group in July 1994 (the "Acquisition"), the Company's 1993 net sales were approximately $19 billion. The Company serves as the principal source of supply for approximately 10,000 retail food stores including approximately 3,700 supermarkets (retail food stores with annual sales of at least $2 million), which represented approximately 13% of all supermarkets in the United States at year-end 1993 and totaled approximately 97 million square feet in size. In addition to its wholesale operations, the Company has a significant presence in food retailing, owning and operating 345 retail food stores, including 283 supermarkets (which are included in the totals set forth above) with an aggregate of 9.5 million square feet. The Company-owned stores operate under a number of names and vary in format from super warehouse stores and conventional supermarkets to convenience stores. PRO FORMA 1993 net sales from retail operations were approximately $3 billion. The Company believes it is one of the 20 largest food retailers in the United States based on net sales. 15 Fleming was incorporated in Kansas in 1915 and was reincorporated as an Oklahoma corporation in 1981. The mailing address of the Company's principal executive office is P.O. Box 26647, Oklahoma City, Oklahoma 73126, and its telephone number is (405) 840-7200. USE OF PROCEEDS The proceeds to the Company from the Offering are estimated to be approximately $ million, net of the Underwriters' discount and certain fees and expenses relating to the Offering. The Company intends to apply the entire net proceeds of the Offering, together with borrowings under the Company's revolving credit facility of the Credit Agreement, to retire Tranche B of the Credit Agreement, a loan facility maturing in July 1996 under which indebtedness was incurred in connection with the Acquisition ("Tranche B"). As of , 1994, borrowings of $500 million were outstanding under Tranche B at an interest rate of 5.625%. See "Management's Discussion and Analysis -- Liquidity and Capital Resources" and "The Credit Agreement." CAPITALIZATION The following table sets forth the historical capitalization of the Company as of July 9, 1994, as adjusted to give PRO FORMA effect to the Acquisition and the financing thereof, and as adjusted to give PRO FORMA effect to the Acquisition and the financing thereof and the Offering and the use of proceeds therefrom. See "Use of Proceeds" and "Pro Forma Financial Information."
AS OF JULY 9, 1994 --------------------------------------- PRO FORMA FOR THE PRO FORMA ACQUISITION THE COMPANY FOR THE AND THE HISTORICAL ACQUISITION OFFERING ----------- ----------- ----------- (DOLLARS IN MILLIONS) SHORT-TERM DEBT(A): $ 57 $ 78(b) $ 78(b) ----------- ----------- ----------- ----------- ----------- ----------- LONG-TERM DEBT, EXCLUDING CURRENT MATURITIES: Bank debt(c).................................................................. $ 295 $1,385(b) $ 897(b) The Fixed Rate Notes(c)....................................................... 375 The Floating Rate Notes(c).................................................... 125 Long-term obligations under capital leases.................................... 350 353 353 Other long-term debt(d)....................................................... 212 165(b) 165(b) ----------- ----------- ----------- Total long-term debt and capital leases....................................... 857 1,903 1,915 ----------- ----------- ----------- SHAREHOLDERS' EQUITY Common stock, $2.50 par value 100,000,000 shares authorized; 36,940,000 shares issued and outstanding....................................................... 93 93 93 Capital in excess of par value................................................ 491 491 491 Reinvested earnings........................................................... 513 513 513 Less guarantee of ESOP debt................................................... (12) (12) (12) ----------- ----------- ----------- Total shareholders' equity.................................................. 1,085 1,085 1,085 ----------- ----------- ----------- Total capitalization.......................................................... $1,942 $2,988 $3,000 ----------- ----------- ----------- ----------- ----------- ----------- - -------------------------- (a) Consists of current maturities of long-term debt and current obligations under capital leases. (b) On August 16, 1994, the Company made an offer to purchase up to $97.0 million aggregate principal amount of a series of Medium-Term Notes in accordance with the terms of the indenture under which they were issued. The offer is scheduled to expire on September 20, 1994. The Company intends to finance any such repurchase by drawing additional amounts under the revolving credit facility of the Credit Agreement. For purposes of calculating PRO FORMA indebtedness, it is assumed that $48.5 million of such series of Medium-Term Notes is tendered. See "Certain Other Obligations." (c) The offerings of the Fixed Rate Notes and the Floating Rate Notes, respectively, are not conditioned upon each other. If either such offering is not completed, a portion of Tranche B of the Credit Agreement will remain outstanding. (d) As of July 9, 1994, the Company also had outstanding $135 million of contingent obligations under undrawn letters of credit.
16 PRO FORMA FINANCIAL INFORMATION The unaudited PRO FORMA financial information set forth below presents the PRO FORMA statement of operations of the Company for the 28 weeks ended July 9, 1994 as if the Acquisition and the financing thereof and the Offering and the use of proceeds therefrom had occurred on December 26, 1993 and the PRO FORMA statement of operations of the Company for the year ended December 25, 1993 as if the Acquisition and the financing thereof and the Offering and the use of proceeds therefrom had occurred on December 27, 1992. Also presented is the PRO FORMA balance sheet of the Company at July 9, 1994 as if the Acquisition and the financing thereof and the Offering and the use of proceeds therefrom had occurred on such date. The unaudited PRO FORMA financial information has been prepared on the basis of assumptions described in the notes thereto and includes assumptions relating to the allocation of the consideration paid for the Scrivner Group to the assets and liabilities of the Scrivner Group based on preliminary estimates of their respective fair values. The actual allocation of such consideration may differ from that reflected in the PRO FORMA financial statements after valuation and other studies are completed. The Acquisition has been accounted for using the purchase method of accounting. The unaudited PRO FORMA financial information does not necessarily represent what the Company's financial position and results of operation would have been if the Acquisition and the financing thereof and the Offering and the use of proceeds therefrom had actually been completed as of the dates indicated, and are not intended to project the Company's financial position or results of operations for any future period. In addition, such information does not reflect any of the potential cost savings that the Company may realize from the Acquisition, including those from increased buying power, facilities consolidation and reduced corporate overhead. Nor does such information reflect potential cost savings from the Company's plan to consolidate additional facilities, reorganize management and re-engineer operations. See "Management's Discussion and Analysis" and "Business -- Business Strategy" and "-- The Consolidation, Reorganization and Re-engineering Plan." The unaudited PRO FORMA financial information should be read in conjunction with the consolidated financial statements of Fleming and Haniel and the related notes thereto included elsewhere in this Prospectus. 17 PRO FORMA STATEMENTS OF OPERATIONS (UNAUDITED)
INTERIM PERIOD ENDED 1994(A) -------------------------------------------------- THE SCRIVNER FLEMING GROUP ADJUSTMENTS PRO FORMA ------- -------------- ----------- --------- (DOLLARS IN MILLIONS) STATEMENT OF OPERATIONS DATA(B): Net sales............................................................. $ 6,916 $3,224 $ $10,140 Cost of sales(c)...................................................... 6,477 2,762 1(d) 9,240 Selling and administrative expense(c)................................. 346 411 1(d) 759 2(e) (1)(f) ------- ------- --- --------- Income from operations................................................ 93 51 (3) 141 Interest expense...................................................... 38 28 36(g) 102 Interest income(h).................................................... 28 4 32 Losses from equity investments........................................ 6 -- 6 ------- ------- --- --------- Earnings before taxes................................................. 77 27 (39) 65 Taxes on income....................................................... 34 14 (17)(i) 31 ------- ------- --- --------- Net earnings.......................................................... $ 43 $ 13 $(22) $ 34 ------- ------- --- --------- ------- ------- --- --------- OTHER DATA: EBITDA(j)............................................................. $ 180 $ 90 $ 271 Depreciation and amortization......................................... 59 35 98 Capital expenditures.................................................. 39 25 64 Ratio of EBITDA to interest expense................................... 4.74x 3.21x 2.66x Ratio of earnings to fixed charges(k)................................. 2.52x 1.73x 1.53x
FISCAL YEAR ENDED 1993(A) ------------------------------------------------- THE SCRIVNER FLEMING GROUP ADJUSTMENTS PRO FORMA ------- -------------- ----------- --------- (DOLLARS IN MILLIONS) STATEMENT OF OPERATIONS DATA(B): Net sales.................................................................. $13,092 $6,017 $ $19,109 Cost of sales(c)........................................................... 12,327 5,168 2(d) 17,497 Selling and administrative expense(c)...................................... 558 752 2(d) 1,314 4(e) (2)(f) Facilities consolidation and restructuring charge.......................... 108 -- 108 ------- ------- --- --------- Income from operations..................................................... 99 97 (6) 190 Interest expense........................................................... 78 56 61(g) 195 Interest income(h)......................................................... 63 6 69 Losses from equity investments............................................. 12 -- 12 ------- ------- --- --------- Earnings before taxes...................................................... 72 47 (67) 52 Taxes on income............................................................ 35 22 (30)(i) 27 ------- ------- --- --------- Earnings before extraordinary item(l)...................................... $ 37 $ 25 $(37) $ 25 ------- ------- --- --------- ------- ------- --- --------- OTHER DATA: EBITDA(j).................................................................. $ 358(m) $ 168 $ 528(m) Depreciation and amortization.............................................. 101 65 174 Capital expenditures....................................................... 53 55 108 Ratio of EBITDA to interest expense........................................ 4.59x 3.00x 2.71x Ratio of total debt to EBITDA.............................................. 3.01x 3.94x 3.77x (n) Ratio of earnings to fixed charges(k)...................................... 1.71x 1.65x 1.22x (FOOTNOTES ON FOLLOWING PAGE)
18 NOTES TO PRO FORMA STATEMENTS OF OPERATIONS (a) PRO FORMA statement of operations data have been prepared by combining the consolidated statement of operations of Fleming for the 28 weeks ended July 9, 1994 and the fiscal year ended December 25, 1993 with the consolidated statement of operations of the Scrivner Group for the six months ended June 30, 1994 and the year ended December 31, 1993, respectively, assuming the Acquisition and the financing thereof and the Offering and use of proceeds therefrom occurred at the beginning of the respective periods. The Acquisition has been accounted for using the purchase method of accounting. (b) No adjustments have been made to reflect any of the potential cost savings that the Company may realize from the Acquisition, including those from increased buying power, facilities consolidation and reduced corporate overhead. Nor have any adjustments been made to reflect potential cost savings from the Company's plan to consolidate additional facilities, reorganize management and re-engineer operations. See "Management's Discussion and Analysis" and "Business -- Business Strategy" and "-- The Consolidation, Reorganization and Re-engineering Plan." (c) PRO FORMA statement of operations data for cost of sales and selling and administrative expense are affected by classification differences between Fleming's and Haniel's consolidated financial statements. Certain costs and expenses included in determining cost of sales for Fleming are classified as selling, operating and administrative expenses in Haniel's consolidated financial statements. Subsequent to the Acquisition, account classification will be conformed to that used by Fleming. (d) To depreciate the estimated increase in the fair value of property and equipment acquired over the Scrivner Group's historical cost related to such property and equipment. Such fair values are based on estimates made at the time of the Acquisition. Appraisals have not yet been completed. (e) To reflect the net adjustment resulting from (i) the elimination of the Scrivner Group's goodwill amortization during the period, and (ii) the amortization over forty years of the excess of cost over the fair value of assets and liabilities acquired and assumed in the Acquisition. Such fair values are based on estimates made at the time of the Acquisition. Appraisals have not yet been completed. (f) To eliminate the salaries of former Scrivner Group officers who are not Company associates and whose functions have been assumed by Fleming officers. (g) To reflect the net adjustment for the interim period ended 1994 and the fiscal year ended 1993 of (i) the elimination of interest expense associated with approximately $616 million aggregate principal amount of Scrivner Group indebtedness that was refinanced in connection with the Acquisition ($26 million and $53 million, respectively); (ii) the elimination of interest expense associated with approximately $400 million aggregate principal amount of Fleming indebtedness that was refinanced at the time of the Acquisition ($9 million and $19 million, respectively); (iii) the elimination of interest expense associated with $48.5 million of Fleming Medium-Term Notes, based on an assumption that one-half of the Medium-Term Notes subject to an offer to purchase such Medium-Term Notes, which offer expires on September 20, 1994, are tendered ($2 million and $6 million, respectively); (iv) the addition of interest expense associated with indebtedness outstanding under Tranche A (as defined) and Tranche C (as defined) of the Credit Agreement, after taking into account the effect of interest rate protection agreements the Company has entered into with respect to $1 billion of such indebtedness ($48 million and $93 million, respectively); and (v) the addition of interest expense associated with the Notes, including the amortization of related deferred debt issuance costs of $4 million and $7 million for the interim period ended 1994 and the fiscal year ended 1993, respectively ($25 million and $46 million, respectively). Each incremental 25 basis point increase or decrease in the assumed interest rate of the Fixed Rate Notes and the Floating Rate Notes would increase or decrease annual interest expense on the Fixed Rate Notes and the Floating Rate Notes by $937,500 and $312,500, respectively. (h) Interest income consists primarily of interest earned on notes receivable from customers. Also included is income generated from direct financing leases of retail stores and related equipment. (i) To provide for income taxes at an assumed effective rate of 47% for all adjustments except those relating to goodwill amortization. (j) EBITDA represents earnings before extraordinary item before taking into consideration interest expense, income taxes, depreciation and amortization, equity investment results and facilities consolidation and restructuring charge. EBITDA should not be considered as an alternative measure of net income, operating performance, cash flow or liquidity. It is included herein to provide additional information related to the ability to service debt. (k) For purposes of computing this ratio, earnings consist of earnings before income taxes and fixed charges. Fixed charges consist of interest expense, including amortization of deferred debt issuance costs, and one-third of rental expense (the portion considered representative of the interest factor). (l) In 1993, the Company realized an extraordinary after-tax loss of $2.3 million related to the early retirement of indebtedness. (m) 1993 EBITDA has been reduced by $13 million to reflect the net effect of certain non-recurring items recorded in selling and administrative expense. (n) Based on total debt, including capitalized leases, at July 9, 1994 of $1.99 billion, calculated on a PRO FORMA basis. 19 PRO FORMA BALANCE SHEET (UNAUDITED)
AS OF THE SECOND QUARTER END, 1994(A) --------------------------------------------------------- THE SCRIVNER FLEMING GROUP ADJUSTMENTS PRO FORMA ----------- --------------- -------------- ----------- (DOLLARS IN MILLIONS) ASSETS Current assets: Cash and cash equivalents................................... $ 7 $ 2 $ $ 9 Receivables................................................. 273 198 471 Inventories................................................. 804 372 48(b) 1,223 (1)(c) Other current assets........................................ 98 12 110 ----------- ------ ----- ----------- Total current assets........................................ 1,182 584 47 1,813 Investments and notes receivable.............................. 344 -- 344 Investment in direct financing leases......................... 237 2 239 Property and equipment, net................................... 618 333 (2)(d) 968 (15)(c) 34(e) Other assets.................................................. 107 16 (9)(d) 134 (1)(c) (18)(f) 39(g) Goodwill and intangible assets................................ 462 382 (337)(f) 1,013 506(h) ----------- ------ ----- ----------- Total assets.................................................. $ 2,950 $ 1,317 $ 244 $ 4,511 ----------- ------ ----- ----------- ----------- ------ ----- ----------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable............................................ $ 706 $ 236 $ $ 942 Current maturities of long-term debt........................ 43 15 5(i) 63 Current obligations under capital leases.................... 14 1 15 Other current liabilities................................... 139 135 13(j) 362 12(d) 25(c) 38(g) ----------- ------ ----- ----------- Total current liabilities................................. 902 387 93 1,382 Long-term debt................................................ 507 601 454(i) 1,562 Long-term obligations under capital leases.................... 350 3 353 Deferred income taxes......................................... 17 43 (40)(h) 20 Other liabilities............................................. 89 3 7(d) 109 10(c) Shareholders' equity: Common stock, $2.50 par value per share..................... 93 50 (50)(k) 93 Capital in excess of par value.............................. 491 12 (12)(k) 491 Reinvested earnings......................................... 513 218 (218)(k) 513 ----------- ------ ----- ----------- 1,097 280 (280) 1,097 Less guarantee of ESOP debt................................. 12 -- 12 ----------- ------ ----- ----------- Total shareholders' equity................................ 1,085 280 (280) 1,085 ----------- ------ ----- ----------- Total liabilities and shareholders' equity.................... $ 2,950 $ 1,317 $ 244 $ 4,511 ----------- ------ ----- ----------- ----------- ------ ----- ----------- (FOOTNOTES ON FOLLOWING PAGE)
20 NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET (a) The PRO FORMA balance sheet has been prepared by combining the consolidated balance sheet of Fleming as of July 9, 1994 with the consolidated balance sheet of the Scrivner Group as of June 30, 1994 using the purchase method of accounting and assuming the Acquisition and the financing thereof and the Offering and the use of proceeds therefrom had occurred as of the end of the second quarter. (b) To reflect purchase accounting adjustments required to revalue inventory at estimated fair value. Such fair value is based on an estimate made at the time of the Acquisition. Appraisals have not yet been completed. (c) To record provisions for the costs related to the closure of eight Scrivner Group distribution facilities and to reduce the carrying value of related assets to estimated net realizable values. (d) To reflect purchase accounting adjustments required to record the fair value of liabilities assumed and assets acquired in the Acquisition, except as otherwise described herein. Such fair values are based on estimates made at the time of the Acquisition. Appraisals have not yet been completed. (e) To reflect purchase accounting adjustments required to revalue property and equipment at estimated fair value. Such fair value is based on an estimate made at the time of the Acquisition. Appraisals have not yet been completed. (f) To eliminate Scrivner Group goodwill and other intangible assets of the Scrivner Group with no continuing value. (g) To record debt issuance costs, investment advisory fees and other acquisition-related expenses. (h) To record the impact on goodwill and deferred income taxes resulting from the adjustments described in these notes. (i) To record the net effect of the elimination of indebtedness of Fleming and the Scrivner Group refinanced in connection with the Acquisition and the financing thereof, borrowings under Tranche A and Tranche C of the Credit Agreement and the issuance of the Notes. On August 16, 1994, the Company made an offer to purchase up to $97 million aggregate principal amount of a series of Medium-Term Notes in accordance with the terms of the indenture under which they were issued. The offer is scheduled to expire on September 20, 1994. The Company intends to finance any such repurchase by drawing additional amounts under Tranche A of the Credit Agreement. For purposes of calculating PRO FORMA indebtedness, it is assumed that $48.5 million of such series of Medium-Term Notes is tendered. The offerings of the Fixed Rate Notes and the Floating Rate Notes, respectively, are not conditioned upon each other. If either such offering is not completed, a portion of Tranche B of the Credit Agreement will remain outstanding. (j) To conform the accounting policies of the Scrivner Group to those of Fleming with respect to (i) assumptions used to determine pension obligations and (ii) recognition of the transition obligation for postretirement medical benefits. (k) To eliminate Scrivner Group equity accounts. 21 SELECTED FINANCIAL INFORMATION FLEMING The following is a summary of certain financial information relating to Fleming. The information presented below for, and as of the end of, each of the fiscal years in the five-year period ended December 25, 1993 is derived from audited consolidated financial statements of Fleming. In the opinion of the Company, the unaudited financial information presented for the 28 weeks ended July 10, 1993 and July 9, 1994 contains all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial information included therein. Results for interim periods are not necessarily indicative of results for the full year. This summary should be read in conjunction with the detailed information and consolidated financial statements of Fleming, including the notes thereto, included elsewhere in this Prospectus.
28 WEEKS ENDED YEAR ENDED THE LAST SATURDAY IN DECEMBER, ---------------------- ------------------------------------------------------------------ JULY 10, JULY 9, 1989 1990 1991 1992 1993 1993 1994 ---------- ---------- ---------- ---------- ---------- --------- --------- (DOLLARS IN MILLIONS) STATEMENT OF OPERATIONS DATA: Net sales..................... $ 11,992 $ 11,884 $ 12,851 $ 12,894 $ 13,092 $7,010 $6,916 Gross margin.................. 690 683 748 727 765 419 439 Selling and administrative expense...................... 508 473 537 495 558 292 346 Facilities consolidation and restructuring charge(a)...... -- -- 67 -- 108 7 -- Income from operations........ 182 210 144 232 99 120 93 Interest expense.............. 96 94 93 81 78 41 38 Interest income(b)............ 57 55 61 59 63 33 28 Earnings before taxes......... 139 165 104 195 72 109 77 Earnings before extraordinary items and accounting change(c).................... 80 97 64 119 37 64 43 BALANCE SHEET DATA (AT END OF PERIOD): Working capital............... $ 363 $ 377 $ 424 $ 528 $ 442 $ 478 $ 279 Total assets.................. 2,689 2,768 2,958 3,118 3,103 3,002 2,950 Total debt, including capitalized leases........... 1,009 1,012 989 1,086 1,078 1,064 914 Shareholders' equity.......... 742 814 949 1,060 1,060 1,107 1,085 OTHER DATA: EBITDA(d)(e).................. $ 303 $ 342 $ 378 $ 380 $ 358 $ 201 $ 180 Depreciation and amortization................. 78 83 91 94 101 54 59 Capital expenditures.......... 105 51 65 62 53 21 39 Ratio of EBITDA to interest expense...................... 3.16x 3.64x 4.06x 4.69x 4.59x 4.90x 4.74x Ratio of total debt to EBITDA....................... 3.33x 2.96x 2.62x 2.86x 3.01x -- -- Ratio of earnings to fixed charges(f)................... 2.14x 2.40x 1.89x 2.85x 1.71x 3.00x 2.52x - ------------------------------ (a) See further discussion contained in "Management's Discussion and Analysis -- Facilities Consolidation and Restructuring." (b) Consists primarily of interest earned on notes receivable from customers. Also includes income generated from direct financing leases of retail stores and related equipment. (c) In 1992 and 1993, the Company recorded extraordinary after-tax losses of $5.9 million and $2.3 million, respectively, related to the early retirement of indebtedness. In 1991, the Company recognized a $9.3 million charge to net earnings in connection with the adoption of SFAS No. 106 -- Employers' Accounting for Post-retirement Benefits Other Than Pensions. (d) EBITDA represents earnings before extraordinary items and accounting change before taking into consideration interest expense, income taxes, depreciation and amortization, equity investment results and facilities consolidation and restructuring charge. EBITDA should not be considered as an alternative measure of the Company's net income, operating performance, cash flow or liquidity. It is included herein to provide additional information related to the Company's ability to service debt. (e) In 1989 and 1990, EBITDA has been reduced to reflect non-recurring pre-tax gains of approximately $14 million and $6 million, respectively, that resulted from selling minority equity positions in a former subsidiary. Such gains were recorded in selling and administrative expense. In 1991, EBITDA has been increased by $15 million to reflect unusual charges related to litigation settlements and the write-down of a non-operating asset. In 1992, EBITDA has been reduced to reflect a $5 million non-recurring pre-tax gain related to a litigation settlement. For each of the year ended December 1993 and the 28 weeks ended July 10, 1993, EBITDA has been reduced by $13 million to reflect the net effect of certain non-recurring items recorded in selling and administrative expense. (f) For purposes of computing this ratio, earnings consist of earnings before income taxes and fixed charges. Fixed charges consist of interest expense, including amortization of deferred debt issuance costs, and one-third of rental expense (the portion considered representative of the interest factor).
22 THE SCRIVNER GROUP The following is a summary of certain financial information relating to the Scrivner Group. The information presented below for, and as of the end of, each of the years in the five-year period ended December 31, 1993 is derived from audited consolidated financial statements of Haniel. In the opinion of the Company, the unaudited financial information presented for the six months ended June 30, 1993 and 1994 contains all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial information included therein. Results for interim periods are not necessarily indicative of results for the full year. The summary should be read in conjunction with the detailed information and consolidated financial statements of Haniel, including the notes thereto, included elsewhere in this Prospectus.
SIX MONTHS ENDED YEAR ENDED DECEMBER 31, JUNE 30, ----------------------------------------------------- -------------------- 1989 1990 1991 1992 1993 1993 1994 --------- --------- --------- --------- --------- --------- --------- (DOLLARS IN MILLIONS) STATEMENT OF OPERATIONS DATA: Net sales...................................... $ 3,765 $ 5,602 $ 5,606 $ 5,685 $ 6,017 $ 3,238 $ 3,224 Gross margin(a)................................ 458 748 771 792 849 454 462 Selling, operating and administrative expense(a).................................... 401 646 661 687 752 401 411 Income from operations......................... 57 102 110 105 97 53 51 Interest expense............................... 36 82 72 62 56 31 28 Interest income(b)............................. 4 7 6 6 6 3 4 Earnings before taxes.......................... 25 27 44 49 47 25 27 Net earnings................................... 13 14 21 25 25 13 13 BALANCE SHEET DATA (AT END OF PERIOD): Working capital................................ $ 194 $ 171 $ 118 $ 234 $ 208 $ 264 $ 198 Total assets................................... 1,347 1,392 1,375 1,387 1,372 1,408 1,317 Total debt, including capitalized leases........................................ 751 759 651 721 662 743 620 Shareholder's equity........................... 175 189 211 242 267 254 280 OTHER DATA: EBITDA(c)...................................... $ 96 $ 166 $ 175 $ 170 $ 168 $ 91 $ 90 Depreciation and amortization.................. 35 57 59 59 65 35 35 Capital expenditures........................... 50 62 49 42 55 31 25 Ratio of EBITDA to interest expense............ 2.67x 2.02x 2.43x 2.74x 3.00x 2.94x 3.21x Ratio of total debt to EBITDA.................. 7.82x 4.57x 3.72x 4.24x 3.94x -- -- Ratio of earnings to fixed charges(d).......... 1.64x 1.30x 1.54x 1.64x 1.65x 1.64x 1.73x - ------------------------ (a) Certain costs and expenses that Fleming includes in determining its gross margin are classified as selling, operating and administrative expenses in Haniel's consolidated financial statements. (b) Consists primarily of interest earned on notes receivable from customers. Also includes income generated from direct financing leases of retail stores and related equipment. (c) EBITDA represents earnings before taking into consideration interest expense, income taxes and depreciation and amortization. EBITDA should not be considered as an alternative measure of the Scrivner Group's net income, operating performance, cash flow or liquidity. It is included herein to provide additional information related to the Scrivner Group's ability to service debt. (d) For purposes of computing this ratio, earnings consist of earnings before income taxes and fixed charges. Fixed charges consist of interest expense, including amortization of deferred debt issuance costs, and one-third of rental expense (the portion considered representative of the interest factor).
23 MANAGEMENT'S DISCUSSION AND ANALYSIS GENERAL THE CONSOLIDATION, REORGANIZATION AND RE-ENGINEERING PLAN. In January 1994, the Company announced the details of a plan to consolidate facilities, restructure its organizational alignment and re-engineer its operations. The Company's objective is to improve its performance by eliminating functions and operations that do not add economic value. Charges associated with the plan consist of four categories: facilities consolidation, re-engineering, focus on retail stores and elimination of regional operations. The actions contemplated by the plan will affect the Company's food and general merchandise wholesaling operations as well as certain retailing operations. The 1993 fourth quarter results reflect a charge of $101 million resulting from facilities consolidation, restructuring and re-engineering. This is in addition to $7 million provided for facilities consolidation in the second quarter of 1993. Related cash requirements are estimated to be $31 million in 1994 and $52 million in 1995 and thereafter. Cash requirements are expected to be met by internally generated cash flows and borrowings under the Credit Agreement. Facilities consolidation has resulted in the closure of four distribution centers and is expected to result in the closure of one additional facility, the relocation of two operations, consolidation of one center's administrative function, and completion of the 1991 facilities consolidations. During the twenty-eight weeks ending July 9, 1994, approximately 550 associate positions were eliminated through facilities consolidations. Expected losses on disposition of the related property through sale or sublease are provided for through the estimated disposal dates. The total provision for facilities consolidation is approximately $60 million. Estimated components include: severance costs -- $15 million, impaired property and equipment -- $13 million, other related asset impairments and obligations -- $11 million, lease and holding costs -- $10 million, completion of actions contemplated in the 1991 restructuring charge -- $7 million and product handling and damage -- $4 million. The actions are not expected to result in a material reduction in net sales. Transportation expense is expected to increase as a result of trucks driving farther to serve customers. It is not practical to separately estimate reduced depreciation and amortization, labor or operating costs. Management anticipates that, in the aggregate, a positive annual pretax earnings impact of approximately $20 million will result from administrative expense savings and working capital and productivity improvements once the facilities consolidation plan is fully implemented. The costs to complete activities, including the consolidation and closure of distribution facilities, contemplated in the 1991 restructuring charge result principally from additional estimated costs related to dispositions of related real estate assets, which are in process. Such costs are principally the result of the deterioration of the California Bay Area commercial real estate market since 1991. Increased costs to complete the 1991 facilities consolidation actions were partially offset by a change in management's 1993 plans regarding the construction of a large, new facility in the Kansas City area; the revised plan calls for enlarging and utilizing existing facilities with a lower associated capital outlay. The re-engineering component of the charge provides for the cash costs associated with the expected termination of 1,500 associates due to the implementation of the re-engineering plan. Annual payroll savings are projected to be approximately $40 million. The provision for re-engineering is approximately $25 million. Due to the Acquisition, management has delayed the implementation of re-engineering by six months. Consequently, it is possible that the actions contemplated by re-engineering may not be completed within the time frame originally anticipated. Management believes that the benefits to operating results that will be realized by re-engineering will also apply to the Scrivner Group. Re-engineering efforts with respect to the Scrivner Group will not begin until its operations have been fully integrated in 1995. Certain retail supermarket locations leased or owned by the Company have been deemed to no longer represent viable strategic sites for stores due to size, location or age. The charge includes the present value of lease payments on these locations, as well as holding costs until disposition, the write-off of capital lease 24 assets recorded for certain locations, and the expected loss on a location closed in 1994. The charge consists principally of cash costs for lease payments and the write-down of property. Annual savings from these actions are expected to be $1 million. The provision for retail-related assets is approximately $15 million. Elimination of the Company's regional operations resulted in cash severance payments to approximately 100 associates, as well as the transfer of approximately 60 associates. The annual savings are expected to be $4 million, principally in payroll costs. The provision for eliminating regional operations is approximately $8 million, including the write-down to estimated fair value of certain related assets. Cash payments related to the consolidation, reorganization and re-engineering plan were approximately $9 million during the 28-week period ended July 9, 1994. THE ACQUISITION. Results beginning with the third quarter 1994 will be materially affected by the Acquisition. In 1993, the Scrivner Group had net sales of approximately $6 billion, income from operations of approximately $97 million and net earnings of approximately $25 million. Interest expense will increase materially as a result of the additional indebtedness related to the Acquisition, and amortization of goodwill will significantly increase as a result of the goodwill created by the Acquisition. The Company expects that eight of the 52 distribution centers currently operated by the Company will be closed due to the Acquisition. The facilities to be closed may include both Scrivner and Fleming centers. Management has announced that three distribution centers, located in Donna and Victoria, Texas, and Montgomery, Alabama, will be closed in 1994. Any charge related to the closing of distribution centers operated by Scrivner will be considered a direct cost of the Acquisition and will increase goodwill. Any charge related to the closing of distribution centers operated by Fleming prior to the Acquisition will be allocated to current period earnings. Integration of the Scrivner Group's operations and systems is expected to take approximately eighteen months. RECENT EVENTS. In August 1994, the Company increased its interest in Consumers Markets, Inc., an operator of 23 supermarkets located in Missouri, Arkansas and Kansas with annual net sales of $225 million, from 40% to 79% at a cost of approximately $41 million, including the repayment of $36 million of indebtedness. Results from operations and financial position of Consumers Markets, Inc. are not material. On August 17, 1994 a customer of the Company, Megafoods Stores, Inc. ("Megafoods"), and certain of its affiliates filed Chapter 11 bankruptcy proceedings. Based on this event, the Company expects to take a charge to earnings of $6.5 million in the third quarter of 1994 to cover its net credit exposure. However, the exact amount of the ultimate loss may vary depending upon future developments in the bankruptcy proceedings including those related to collateral values, priority issues and the Company's ultimate expense, if any, related to certain customer store leases. The Company estimates that its annual sales to Megafoods were approximately $335 million. 25 RESULTS OF OPERATIONS Set forth in the following table is information regarding Company net sales and certain components of earnings expressed as a percentage of net sales, before the effect of early debt retirement in 1993 and 1992, and before the accounting change in 1991:
YEAR ENDED LAST 28 WEEKS ENDED SATURDAY IN DECEMBER, ------------------- ------------------------------ JULY 10, JULY 9, 1991 1992 1993 1993 1994 -------- -------- -------- -------- -------- Net sales............................................................. 100.00% 100.00% 100.00% 100.00% 100.00% Gross margin.......................................................... 5.82 5.64 5.85 5.98 6.34 Less: Selling and administrative expense.................................. 4.18 3.84 4.27 4.17 5.00 Interest expense.................................................... 0.73 0.63 0.60 0.59 0.55 Interest income..................................................... (0.48) (0.46) (0.48) (0.47) (0.41) Equity investment results........................................... 0.06 0.12 0.09 0.04 0.09 Facilities consolidation and restructuring charge................... 0.52 -- 0.82 0.09 -- -------- -------- -------- -------- -------- Total............................................................. 5.01 4.13 5.30 4.42 5.23 -------- -------- -------- -------- -------- Earnings before taxes................................................. 0.81 1.51 0.55 1.56 1.11 Taxes on income....................................................... 0.31 0.59 0.26 0.64 0.49 -------- -------- -------- -------- -------- Net margin............................................................ 0.50% 0.92% 0.29% 0.92% 0.62% -------- -------- -------- -------- -------- -------- -------- -------- -------- --------
28 WEEKS ENDED JULY 9, 1994 AND JULY 10, 1993 NET SALES. Net sales for the 28 weeks ended July 9, 1994 declined by $94 million, or 1.3%, to $6.92 billion from $7.01 billion for the comparable period in 1993. The decrease in net sales is attributable to the expiration of the temporary agreement with Albertson's, Inc. as its distribution center came on line, declining sales at the Royal New Jersey distribution center due to the sale of that facility, and the loss of a customer at one of the Company's distribution centers. These losses were partially offset by the addition of business from Kmart, Megafoods in the San Antonio area (see, however, "-- Recent Events") and Randall's Food Markets, Inc. For the 28 weeks ended July 9, 1994, food price inflation was negligible. Tonnage of food product sold in the 28 weeks ended July 9, 1994 declined by 4.3% compared to the comparable period in 1993, reflecting the difficult retail environment. GROSS MARGIN. Gross margin for the 28 weeks ended July 9, 1994 increased by $20 million, or 4.7%, to $439 million from $419 million for the comparable period in 1993 and increased as a percentage of net sales to 6.3% for the 1994 period from 6.0% in the comparable 1993 period. The increase in gross margin was due in part to increased sales by Company-owned stores for the 28 weeks ended July 9, 1994 (which included the Florida retail operations acquired in late 1993) compared to the comparable period in 1993. Retail operations typically have a higher gross margin than wholesale operations. In addition, product handling expenses, which consist of warehouse, truck and building expenses, decreased as a percentage of net sales for the 1994 period from the comparable 1993 period due in part to the positive impact of the Company's facilities consolidation program. Gross margin generated by transportation operations increased due to higher recovery from freight fees charged to certain customers and to higher transportation fees charged to other customers. Net sales of perishable products such as meats, produce, dairy and delicatessen products, and frozen foods for the 28 weeks ended July 9, 1994 increased as a percentage of net sales to 42.5% from 42.3% for the comparable period in 1993. Perishable products typically provide a higher gross margin both for the Company and retailers. These increases were partially offset by lower credits to income resulting from the LIFO method of inventory valuation in the 1994 period. SELLING AND ADMINISTRATIVE EXPENSE. Selling and administrative expense for the 28 weeks ended July 9, 1994 increased by $53 million, or 18.3%, to $346 million from $292 million for the comparable period in 1993 and increased as a percentage of net sales to 5.0% for the 1994 period from 4.2% in the comparable 26 period in 1993. This increase was due primarily to higher operating expenses as well as an increase in the number of Company-owned stores to 139 as of July 9, 1994, due to the acquisition of 22 Florida retail stores which were not included in 1993 results. Retail operations typically have higher expenses than wholesale operations. Also contributing to the increase is the absence in 1994 of certain nonrecurring items, the net effect of which was a reduction of selling and administrative expense in 1993 of approximately $13 million. Credit loss expense included in selling and administrative expense increased by $9 million to $28 million for the 28 weeks ended July 9, 1994. This increase was due to the continued difficult retail environment and lack of food price inflation. Credit loss experience for the full year 1994, before the effects of the Acquisition, is expected to be slightly lower than that experienced in 1993. INTEREST EXPENSE. Interest expense for the 28 weeks ended July 9, 1994 decreased $3 million to $38 million from $41 million for the comparable period in 1993. The decrease is primarily due to lower average borrowing levels. The indebtedness incurred to finance the Acquisition and the resulting downgrade in the Company's credit rating will cause a material increase in interest expense. The Company enters into financial derivatives as a method of hedging its interest rate exposure. During July 1994, management terminated all of its outstanding derivative contracts at an immaterial net gain, which will be amortized over the original term of each derivative instrument. As part of the Credit Agreement, the Company is required to provide interest rate protection on a substantial portion of the indebtedness outstanding thereunder. The Company has entered into interest rate swaps and caps covering $1 billion aggregate principal amount of floating rate indebtedness. INTEREST INCOME. Interest income for the 28 weeks ended July 9, 1994 declined by $5 million to $28 million from $33 million for the comparable period in 1993. The decrease is due to a lower average level of notes receivable and direct financing leases in 1994, combined with lower average interest rates. The Company has sold certain notes receivable with limited recourse and may do so again in the future. EQUITY INVESTMENT RESULTS. Losses from equity investments for the 28 weeks ended July 9, 1994 increased by $3 million to $6 million from $3 million for the comparable period in 1993. The increase resulted primarily from losses related to the Company's investments in small retail operators under the Company's Equity Store Program, offset in part by improved results from investments in strategic multi-store customers under the Company's Business Development Ventures Program. See "Business -- Capital Invested in Customers." TAXES ON INCOME. The Company's effective tax rate for the 28 weeks ended July 9, 1994 increased to 44.1% from 41.1% for the comparable period in 1993 primarily as a result of a higher federal tax rate due to a tax law enacted in 1993. The annual effective tax rate is expected to increase to 47.1% beginning in the third quarter, due to the lower than planned earnings for the remainder of 1994, the Scrivner Group's operations in states with higher tax rates and increased goodwill amortization with no related tax deduction. The 47.1% annual tax rate will result in a third quarter rate of approximately 50%. OTHER. A subsidiary of the Company has been named among numerous other defendants in two lawsuits filed in the U.S. District Court in Miami in December 1993. The litigation is in its preliminary stages. The Company has been unable to conclude that an adverse resolution is not reasonably likely or to predict the potential liability, if any, to the Company. However, the Company does not believe that an adverse outcome is likely that would materially affect the Company's consolidated financial position. See "Business -- Certain Legal Proceedings." During the second quarter, the Company completed the sale of substantially all of the assets of its Royal Foods dairy and delicatessen distribution business located in New Jersey. The sale did not result in a material gain or loss, and the results of operations of this business were not material. 1993, 1992, 1991 NET SALES. Net sales in 1993 increased by $199 million, or 1.5%, to $13.09 billion from $12.89 billion for 1992, and net sales in 1992 remained essentially unchanged from 1991. The 1993 net sales increase is primarily due to the inclusion of a full year of operation of Baker's Supermarkets Inc. in 1993, compared to 27 12 weeks in 1992, and the addition of the Garland, Texas distribution center purchased in August 1993. Also contributing to the 1993 increase were the addition of new customers, including Kmart. For 1993, the Company experienced food price deflation of 0.1% compared to deflation of 1.0% in 1992 and inflation of 0.8% in 1991. The Company's outlook for 1994 is for a low level of food price inflation. Tonnage of food product sold in 1993 was essentially the same as 1992. In 1992, tonnage of food product sold increased 1.6% over the 1991 level. The lower tonnage growth rate in 1993 reflects sluggish retail food industry sales and the lack of net expansion of the Company's customer base. GROSS MARGIN. Gross margin in 1993 increased by $39 million, or 5.3%, to $765 million from $727 million for 1992 and increased as a percentage of net sales to 5.9% from 5.6% in 1992. Gross margin in 1992 decreased by $21 million, or 2.9%, from $748 million in 1991 and decreased as a percentage of net sales from 5.8% in 1991. The increase in gross margin in 1993 was due to increased net sales by Company-owned stores (which included the ten Baker's Supermarkets Inc. stores acquired in September 1992). Retail operations typically have a higher gross margin than wholesale operations. Product handling expense for 1993 decreased as a percentage of net sales from 1992. The resulting increase in gross margin was offset in part by lower wholesale margins. The decrease in gross margin in 1992 compared to 1991 is due to several factors, including the absence of the Company-owned Dixieland food stores sold in December 1991, offset by the presence of the ten Baker's stores acquired at the beginning of the fourth quarter of 1992. In addition, there were increased transportation expenses in 1992, due principally to the Company's facilities consolidation program which resulted in trucks driving farther to deliver product. Gross margin in 1992 was also increased by $5 million from the favorable resolution of certain litigation. The LIFO method of inventory valuation increased gross margin by $9 million, an increase of $5 million from 1991. SELLING AND ADMINISTRATIVE EXPENSE. Selling and administrative expense in 1993 increased $63 million, or 12.8%, to $558 million from $495 million in 1992 and increased as a percentage of net sales to 4.3% from 3.8%. Selling and administrative expense in 1992 decreased $42 million, or 7.8%, from $537 million in 1991 and decreased as a percentage of net sales from 4.2% in 1991. The increase in 1993 was due primarily to the higher selling and administrative expense associated with a higher number of Company-owned stores (which included the ten Baker's stores acquired at the beginning of the fourth quarter of 1992). Retail operations generally have higher selling expenses than wholesale operations. In addition, selling and administrative expense includes credit loss expense of $52 million in 1993 compared with $28 million in 1992. These increases were offset in part by reductions in certain other selling and administrative expense categories. Furthermore, in 1993, selling and administrative expense was affected by several nonrecurring items. The Company recorded $11 million of pretax income resulting from cash received from the favorable resolution of litigation and a $1 million accrual for expected settlements in other legal proceedings. The Company estimated that its contingent liability for lease obligations exceeded its previously established reserves by $2 million and recorded this amount as an expense. A $5 million gain from a real estate transaction was also recorded during the quarter. Of the decrease in selling and administrative expense in 1992, $25 million was due to a reduction in the number of Company-owned stores resulting from the sale of the Dixieland Food stores at the end of 1991, offset in part by additional selling expenses related to the ten Baker's supermarkets acquired at the beginning of the fourth quarter of 1992. The reduction in 1992 was also due in part to $15 million of selling and administrative expense in 1991 due to unusual charges related to litigation settlements and the write-down of a non-operating asset. These benefits were offset in part by a higher credit loss expense in 1992 of $28 million compared to credit loss expense of $17 million in 1991. Also contributing to the reduction in the selling and administrative expense in 1992 compared to 1991 were the effects of cost controls and the benefits of certain completed facilities consolidations. Gains on the sales of customer notes receivable reduced selling and administrative expense by $3 million in 1993, 1992 and 1991. 28 INTEREST EXPENSE. Interest expense in 1993 declined $3 million, to $78 million from $81 million in 1992. Interest expense in 1992 decreased by $12 million, from $93 million in 1991. The decrease in 1993 is due primarily to lower short-term interest rates and lower average borrowing levels. The 1992 decrease in interest expense was due primarily to lower interest rates. The Company entered into interest rate hedge agreements to manage its exposure to interest rates. INTEREST INCOME. Interest income in 1993 increased by $3 million, to $63 million from $59 million in 1992. The increase was due to higher outstanding notes receivable and direct financing leases, partially offset by a slight decline in interest rates. Interest income in 1992 declined by $2 million, from $61 million in 1991. The decrease was due to lower interest rates, partially offset by higher average notes receivable balances. Interest income consists primarily of interest earned on notes receivable and income generated from direct financing leases of retail stores and related equipment. EQUITY INVESTMENT RESULTS. Losses from equity investments in 1993 decreased by $3 million, to $12 million from $15 million in 1992. Losses from equity investments in 1992 increased by $7 million, from $8 million in 1991. EARLY DEBT RETIREMENT. In the fourth quarters of 1993 and 1992, the Company recorded extraordinary losses related to the early retirement of debt. In 1993, the Company retired $63 million of the 9.5% debentures at a cost of $2 million, net of tax benefits of $2 million. In 1992, the Company recorded a charge of $6 million, net of tax benefits of $4 million. The 1992 costs related to retiring $173 million aggregate principal amount of convertible notes, $30 million aggregate principal amount of 9.5% debentures and certain other debt. TAXES ON INCOME. The effective income tax rate for 1993 increased to 48% from 39% in 1992 and 38.3% in 1991. The 1993 increase was primarily due to facilities consolidation and related restructuring charges. As a result, pretax income was reduced, causing nondeductible items for tax purposes to have a larger impact on the effective tax rate. In addition, both the federal and state income tax rates increased by 1% due to a new tax law enacted in 1993. Moreover, the 1992 effective rate had been reduced due to favorable settlements of tax assessments recorded in prior years. The 1991 rate was lower primarily due to one-time benefits related to the difference between the financial and tax basis in an insurance subsidiary sold in 1991 and a lower combined state income tax rate. OTHER. In 1993, the Company reduced the discount rate assumption used to determine its obligations for defined benefit pension plans and postretirement benefits. The 1% decline will cause pension and postretirement benefit expense recognized in 1994 to increase by approximately $3 million compared to 1993. LIQUIDITY AND CAPITAL RESOURCES The Company's principal sources of liquidity are cash flows from operating activities and bank borrowings. Operating activities generated $278 million of cash flow for the first 28 weeks of 1994 as compared to $130 million for the comparable period in 1993. The increase is principally due to larger reductions of inventory and a larger increase in accounts payable during the 1994 period compared to the 1993 period. Cash flow from operations was $209 million in 1993, up from $90 million in 1992. The increase is attributable to reduced trade receivables and inventories. Working capital was $279 million at July 9, 1994, a decrease of $163 million from December 25, 1993. The current ratio decreased to 1.31 to 1.00 at July 9, 1994 compared to 1.48 to 1.00 at December 25, 1993. The ratio of total indebtedness, including capitalized lease obligations, to total capital was 46% at July 9, 1994, compared to 50% at December 25, 1993. Total indebtedness and obligations under capital leases at July 9, 1994 remained essentially unchanged at $914 million. However, on a PRO FORMA basis, the Acquisition has led to an increased level of indebtedness. 29 Capital expenditures for the 28 weeks ending July 9, 1994 and the year ended December 25, 1993, were approximately $39 million and $53 million, respectively. The Company expects that 1994 capital expenditures will approximate $135 million, with the increase resulting from capital expenditures related to the operations acquired in the Acquisition. At , 1994, the Company had an aggregate of $ billion borrowed under the Credit Agreement consisting of $ million borrowed pursuant to Tranche A (the five-year revolving facility), $500 million borrowed pursuant to Tranche B (the two-year term loan facility) and $800 million borrowed pursuant to Tranche C (the six-year amortizing facility). Net proceeds from the Offering will be used to repay borrowings outstanding under Tranche B. See "Capitalization," "Use of Proceeds" and "The Credit Agreement." From time to time the Company sells, with limited recourse, notes evidencing certain secured loans made to retailers. The Company also plans to sell a portion of its investment in direct financing leases. See "Certain Other Obligations -- Sales of Certain Secured Loans and Direct Financing Leases." The Company incurred substantial indebtedness in connection with the financing of the Acquisition and is subject to substantial repayment obligations. The Credit Agreement and the Senior Note Indentures will place significant restrictions on the Company's ability to incur additional indebtedness, to create liens or other encumbrances, to make certain payments, investments, loans and guarantees and to sell or otherwise dispose of a substantial portion of assets to, or merge or consolidate with, another entity which is not controlled by the Company. However, there remains significant borrowing capacity under such agreements. See "Investment Considerations -- Leverage and Debt Service" and "-- Restrictive Covenants; Asset Encumbrances." The Company believes that cash flows from operating activities and its ability to borrow under the Credit Agreement will be adequate to meet the Company's working capital needs, planned capital expenditures and debt service obligations for the forseeable future. CERTAIN ACCOUNTING MATTERS. Statement of Financial Accounting Standards No. 114 -- Accounting by Creditors for Impairment of a Loan will be effective in the first quarter of the Company's 1995 fiscal year. This statement requires that loans that are determined to be impaired must be measured by the present value of expected future cash flows discounted at the loan's effective interest rate. Management has not yet determined the impact, if any, on the Company's consolidated statements of earnings or financial position. ANALYSIS OF THE SCRIVNER GROUP'S HISTORICAL RESULTS OF OPERATIONS Set forth below is Fleming's analysis of the Scrivner Group's results of operations for the three years ended 1993 and for the first six months of 1994 and 1993. GENERAL The statement of operations data for the Scrivner Group may not be comparable to those for Fleming because cost of sales and selling and administrative expense are affected by classification differences. Certain costs and expenses included in determining cost of sales for Fleming are classified as selling, operating and administrative expenses for the Scrivner Group. In addition, the Scrivner Group-owned stores accounted for approximately 33% of the Scrivner Group's net sales in 1993 while Company-owned stores accounted for approximately 7% of Fleming's net sales in 1993. Retail operations typically have higher gross margins and higher selling expenses than wholesale operations. 30 RESULTS OF OPERATIONS Set forth in the following table is information regarding Scrivner Group's net sales and certain components of earnings expressed as a percentage of net sales:
SIX MONTHS ENDED YEAR ENDED DECEMBER 31, ------------------------ ------------------------------------- JUNE 30, JUNE 30, 1991 1992 1993 1993 1994 ----------- ----------- ----------- ----------- ----------- Net sales............................................ 100.00% 100.00% 100.00% 100.00% 100.00% Gross margin......................................... 13.75 13.94 14.12 14.01 14.32 Less: Selling, operating and administrative expense...... 11.80 12.08 12.51 12.38 12.75 Interest expense................................... 1.28 1.09 0.94 0.96 0.86 Interest income.................................... (0.11) (0.11) (0.10) (0.10) (0.12) ----------- ----------- ----------- ----------- ----------- Total............................................ 12.97 13.06 13.35 13.24 13.49 ----------- ----------- ----------- ----------- ----------- Income before income taxes........................... 0.78 0.88 0.77 0.77 0.83 Provision for income taxes........................... 0.41 0.43 0.36 0.38 0.41 ----------- ----------- ----------- ----------- ----------- Net income........................................... 0.37% 0.45% 0.41% 0.39% 0.42% ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
SIX MONTHS ENDED JUNE 30, 1994 AND 1993 NET SALES. Net sales for the six months ended June 30, 1994 decreased $14 million, or 0.4%, from $3.24 billion to $3.22 billion for the comparable 1993 period. The modest decrease in net sales was primarily attributable to lower food price inflation in the 1994 period versus the 1993 period, partially offset by an increase in net sales by the Scrivner Group-owned stores. GROSS MARGIN. Gross margin for the 1994 period increased $8 million, or 1.8%, to $462 million from $454 million for the comparable 1993 period and increased as a percent of net sales to 14.3% from 14.0% for the 1993 period. The increase in gross margin was primarily attributable to increased net sales at the Scrivner Group-owned stores and a modest shift in the sales mix of such stores to higher margin items during the 1994 period, offset in part by a small decrease in gross margin for wholesale operations primarily as a result of lower food price inflation during the 1994 period. Retail operations typically have a higher gross margin than wholesale operations. SELLING, OPERATING AND ADMINISTRATIVE EXPENSE. Selling, operating and administrative expense increased $10 million, or 2.6%, to $411 million from $401 million for the comparable period in 1993, and increased as a percentage of net sales to 12.8% from 12.4% in the 1993 period. The increase is primarily attributable to higher payroll and related benefit expenses and occupancy costs at the Scrivner Group-owned stores during the 1994 period. Retail operations typically have higher selling, operating and administrative expenses than wholesale operations. INTEREST EXPENSE. Interest expense during the 1994 period decreased $4 million, to $28 million from $31 million in the 1993 period. The decrease in interest expense occurred as a result of lower borrowings during the 1994 period, partially offset by higher interest rates. INTEREST INCOME. Interest income for the 1994 period increased $1 million, to $4 million from $3 million for the comparable period in 1993, as a result of higher interest rates during the 1994 period. PROVISION FOR INCOME TAXES. The Scrivner Group's effective tax rate for the six months ended June 30, 1994 increased to 49.9% from 49.3% for the comparable 1993 period as a result of the higher federal tax rate resulting from a tax law enacted in 1993. 1993, 1992 AND 1991 NET SALES. Net sales in 1993 increased $332 million, or 5.8%, to $6.02 billion from $5.69 billion in 1992. Net sales in 1992 increased $79 million, or 1.4%, from $5.61 billion in 1991. The 1993 increase is attributable to the Scrivner Group's purchase of certain assets of the Peter J. Schmitt Company (the "Schmitt Company") in January 1993 and a modest increase in food prices. The assets purchased from the Schmitt 31 Company consisted of the inventory at two distribution centers, seven retail food stores and franchise and lease rights to twenty-six retail food stores. The 1992 increase resulted from an increase in net sales by Scrivner Group-owned stores and a slight increase in food prices, partially offset by the absence of sales from foodservice operations sold in April 1992. GROSS MARGIN. Gross margin in 1993 increased by $57 million, or 7.2%, to $849 million from $792 million in 1992, and increased as a percent of net sales to 14.1% from 13.9% in 1992. Gross margin in 1992 increased $21 million, or 2.7%, from $771 million in 1991, and increased as a percentage of net sales from 13.8% in 1991. The increase in 1993 was primarily due to increased net sales at Scrivner Group-owned stores as a result of the inclusion of former Schmitt Company retail food stores and improvements resulting from remodels and expansions of Scrivner Group-owned stores. The 1992 increase resulted primarily from increased net sales at Scrivner Group-owned stores, partially offset by the absence of sales from foodservice operations sold in April 1992. Retail operations typically have a higher gross margin than wholesale operations. SELLING, OPERATING AND ADMINISTRATIVE EXPENSE. Selling, operating and administrative expense in 1993 increased $65 million, or 9.5%, to $752 million from $687 million in 1992, and increased as a percentage of net sales to 12.5% from 12.1% in 1992. Selling, operating and administrative expense in 1992 increased $26 million, or 3.9%, from $661 million in 1991, and increased as a percentage of net sales from 11.8% in 1991. The 1993 increase was primarily due to increases in payroll and related expenses and advertising costs at Scrivner Group-owned stores, one-time costs associated with the purchase of certain assets of the Schmitt Company and start-up expenses for a new general merchandise distribution center in Buffalo, New York. The 1992 increase was primarily attributable to higher payroll and related expenses and product handling costs in wholesale operations. INTEREST EXPENSE. Interest expense in 1993 decreased $6 million, to $56 million from $62 million in 1992. Interest expense in 1992 decreased $9 million from $72 million in 1991. The decrease in both 1993 and 1992 was primarily attributable to lower interest rates and, with respect to 1993, lower borrowing levels. INTEREST INCOME. Interest income remained stable at approximately $6 million during fiscal years 1993, 1992 and 1991 as a result of increased levels of notes receivable from customers offset by lower interest rates. PROVISION FOR INCOME TAXES. The effective income tax rates were 46.1%, 49.6% and 51.5% in 1993, 1992 and 1991, respectively. The lower effective income tax rate in 1993 resulted from a tax credit of $3 million from net operating loss carryforwards, offset in part by an increase in the federal tax rate of 1% due to the passage of a new tax law and increases in state taxes. 32 BUSINESS The Company is a recognized leader in the food marketing and distribution industry with both wholesale and retail operations. The Company is the largest food wholesaler in the United States as a result of the acquisition of the Scrivner Group in July 1994 (the "Acquisition"), based on PRO FORMA 1993 net sales of approximately $19 billion. The Company serves as the principal source of supply for approximately 10,000 retail food stores, including approximately 3,700 supermarkets (defined as any retail food store with annual sales of at least $2 million) which represented approximately 13% of all supermarkets in the United States at year-end 1993 and totaled approximately 97 million square feet in size. The Company serves food stores of various sizes operating in a wide variety of formats, including conventional full-service stores, supercenters, price impact stores (including warehouse stores), combination stores (which typically carry a higher proportion of non-food items) and convenience stores. With customers in 43 states, the Company services a geographically diverse area. The Company's wholesale operations offer a wide variety of national brand and private label products, including groceries, meat, dairy and delicatessen products, frozen foods, fresh produce, bakery goods and a variety of general merchandise and related items. In addition, the Company offers a wide range of support services to its customers to help them compete more effectively with other food retailers in their respective markets. Such services include store development and expansion services, merchandising and marketing assistance, advertising, consumer education programs, retail electronic services and employee training. In addition to its food wholesale operations, the Company has a significant presence in food retailing, owning and operating 345 retail food stores, including 283 supermarkets with an aggregate of approximately 9.5 million square feet. The Company-owned stores operate under a number of names and vary in format from super warehouse stores and conventional supermarkets to convenience stores. PRO FORMA 1993 net sales from retail operations were approximately $3 billion. The Company believes it is one of the 20 largest food retailers in the United States based on net sales. Fleming's net sales grew from approximately $5 billion in 1983 to approximately $13 billion in 1993, largely as a result of acquisitions of wholesale food distributors and operations. After giving PRO FORMA effect to the Acquisition, the Company's 1993 net sales were approximately $19 billion. The Company believes that its position as a leader in the food marketing and distribution industry is attributable to a number of competitive strengths, including the following: SIZE. As the largest food wholesaler in the United States, the Company has substantial purchasing power and is able to realize significant economies of scale. DIVERSE CUSTOMER BASE. In 1993, multiple-store independent operators and chains represented 33% and 40%, respectively of Fleming's net sales, with the balance comprised of sales to single-store independent operators and Company-owned stores. Approximately one-third of the Scrivner Group's 1993 net sales were to Scrivner Group-owned stores, with the balance comprised of sales to multi-store independent operators, single-store operators and chains. In addition, with customers in 43 states, the Company's sales are geographically dispersed. EXPERTISE IN HIGHER-MARGIN PRODUCTS. The Company offers a wide range of private label products and perishables and has developed extensive expertise in handling, marketing and distributing these higher-margin products. This expertise has permitted the Company to derive 41% of 1993 PRO FORMA net sales from the sale of perishables. EFFICIENT DISTRIBUTION NETWORK. The Company has successfully integrated the operations of previously acquired food wholesalers, thereby developing an efficient distribution network, and has recorded 19 consecutive years of warehouse productivity increases. The Company aggressively pursues opportunities for the consolidation of distribution centers, seeking to eliminate duplicative operations and facilities and achieve greater efficiencies. In addition, the Company believes it is an industry leader in the development and application of advanced distribution technology. LONG-TERM SUPPLY CONTRACTS. The Company pursues various means of obtaining future business, including emphasizing the formation of alliances with retailers. In particular, the Company has focused on retailers with demonstrated operating success, including operators of alternative formats such as 33 warehouse clubs and supercenters. The Company has long-term supply contracts with many of its major customers. For example, the Company signed a six-year supply agreement with Kmart Corporation ("Kmart") in December 1993 to serve its new Super Kmart Centers in areas where the Company has distribution facilities. MANAGEMENT TEAM. The Company is led by an experienced management team comprised of individuals who combine many years in the food marketing and distribution industry. See "Management." BUSINESS STRATEGY The Company's strategy is to maintain and strengthen its position in food marketing and distribution by: (i) consolidating distribution centers into larger, more efficient centers and eliminating functions that do not add economic value; (ii) maximizing the Company's substantial purchasing power; (iii) building and maintaining long-term alliances with successful retailers, including both traditional and alternative format operators; (iv) remaining at the forefront of technology-driven distribution systems; (v) continuing to capitalize on the Company's expertise in handling higher-margin products; and (vi) focusing on the stand-alone profitability of Company-owned stores and increasing net sales of such stores through internal growth and, in the long term, selective acquisitions. CONSOLIDATE DISTRIBUTION CENTERS; ELIMINATE FUNCTIONS NOT ADDING ECONOMIC VALUE. In January 1994, the Company's Board of Directors approved a plan designed to improve the Company's performance by, among other things, developing larger, more productive distribution centers and by eliminating functions and operations that do not add economic value. Estimated pre-tax cost savings are expected to grow to at least $65 million per year when the plan is fully implemented, which the Company expects to occur in 1997. Such estimates do not include any incremental savings which may be realized as a result of closing up to eight distribution centers made duplicative by the Acquisition. The plan calls for reorganizing the management of operations, consolidating facilities and re-engineering the way the Company conducts business. See "-- The Consolidation, Reorganization and Re-engineering Plan." MAXIMIZE PURCHASING POWER. The Company's position as the largest single customer of most of its suppliers provides it with substantial purchasing power. The Company will seek to maximize this purchasing power, which will result in lower unit costs, through increased use of centralized procurement and increased volume. MAINTAIN LONG-TERM ALLIANCES WITH RETAILERS. The Company maintains strong relationships with successful retailers and has long-term supply contracts with many of its major customers. Recently, mass merchandisers and warehouse clubs have begun to compete with more traditional forms of retail food stores, gaining an increasing share of retail food dollars. The Company believes that it is well positioned to serve these alternative format stores not only through its extensive product offerings and efficient distribution system, but also through the various retail services it offers. In December 1993 the Company entered into a six-year supply agreement with Kmart to serve new Super Kmart Centers (combination stores with an average of approximately 170,000 square feet of which approximately 60,000 square feet is devoted to food and related products) in selected areas. By expanding the Company's network of distribution centers, the Acquisition has increased the number of potential Super Kmart Centers which the Company could serve. The Company will pursue other similar contracts in the future. REMAIN AT THE FOREFRONT OF TECHNOLOGY-DRIVEN DISTRIBUTION SYSTEMS. The Company believes its success is in part a result of its ability to identify new technology for application to food marketing and distribution. The Company intends to remain at the technological forefront of its industry. To this end, the Company has been a leader in developing technology related to the Efficient Consumer Response ("ECR") industry initiative. ECR is a consumer-driven grocery-industry strategy whereby wholesalers, retailers, and vendors cooperate to improve responsiveness to consumer needs through greater operating efficiencies and lower distribution costs. ECR focuses on removing costs from the entire food distribution system while creating better assortment, in-stock service, convenience and prices through a leaner, faster and more responsive supply chain. ECR will make use of computer-to-computer trading relationships among wholesalers, retailers and vendors to enable automatic replenishment of inventories. The Company is developing applications 34 to link its customers, the Company and vendors. The electronic network will better facilitate the movement of information and products while collecting consumer purchasing data to be used in marketing and promotion, category management and new product development. CAPITALIZE ON EXPERTISE IN HIGHER-MARGIN PRODUCTS. The Company believes private label products and perishables are in increasing demand by many of its customers. The Company expects to capitalize on opportunities for broader distribution of expanded product lines as a result of acquiring the private label products handled by the Scrivner Group. The Company intends to further develop its expertise in handling, marketing and distributing perishables and other higher-margin products. FOCUS ON PROFITABILITY OF RETAIL FOOD STORES. At July 9, 1994, Fleming owned 139 retail food stores and, primarily as the result of the Acquisition, the Company owns 345 retail stores as of August 15, 1994. The Company recently recruited a senior officer to assume management responsibility for the Company's retail operating results. Retail operations previously had been conducted as an extension of the Company's wholesale operations, with each store being managed by the distribution center personnel supplying it. The Company has initiated a comprehensive evaluation of its retail operations in order to focus such operations on stand-alone profitability. The Company intends to increase the net sales of its retail operations through internal growth and, in the long term, selective acquisitions. THE CONSOLIDATION, REORGANIZATION AND RE-ENGINEERING PLAN Under the leadership of Robert E. Stauth, who was elected President and Chief Operating Officer in March 1993, Chief Executive Officer in October 1993 and Chairman in April 1994, Fleming determined that its performance during the past several years, along with the performance of a number of its retail customers, has been unfavorably affected by a number of changes taking place within the food marketing and distribution industry, which has become increasingly competitive in an environment of relatively static over-all demand. Alternative format food stores (such as warehouse clubs and supercenters) have gained retail food market share at the expense of traditional supermarket operators, including independent grocers, many of whom are customers of the Company. Vendors, seeking to ensure that more of their promotional dollars are used by retailers to increase sales volume, increasingly direct promotional dollars to large self-distributing chains. The Company believes that these changes have led to reduced margins and lower profitability among many of its customers and at the Company itself. See "Investment Considerations -- Response to a Changing Industry." Having identified these market forces, Fleming initiated specific implementation actions to respond to, and help its retail customers respond to, changes in the marketplace. In January 1994, Fleming announced the details of a plan to improve operating performance by consolidating facilities, eliminating regional operations and re-engineering the distribution and pricing of goods and services. CONSOLIDATION. In order to improve operating efficiencies, the Company has closed four distribution centers, with the closing of one more facility to be announced. The business formerly conducted through these closed distribution centers has been transferred to certain other Company facilities. As a result of the Acquisition, the Company has identified eight additional facilities for closure, three of which have been announced. The Company expects that another facility may be closed and consolidated as a result of the Acquisition. In the 28 weeks ended July 9, 1994, approximately 550 associate positions were eliminated through facilities consolidation. OPERATIONAL REORGANIZATION. Historically, Fleming's operations were organized around geographical divisions each of which functioned like a separate business unit. Each division contained sales, merchandising, human resources, distribution, procurement, accounting, store development and management information functions, and provided services to a number of retail stores of various formats located within a certain geographical area. As a first step in its organizational realignment, Fleming determined to close its regional administrative offices, the last being closed in April 1994. This resulted in the elimination of approximately 100 associate positions. Staff functions previously performed at the regional offices were moved to corporate headquarters, moved into the divisions or eliminated. 35 RE-ENGINEERING. Fleming commissioned an internal management task force to re-engineer Fleming's business processes at both the divisional and corporate level. The task force made specific re-engineering recommendations, which were approved by Fleming's Board of Directors to enhance value-added services and to eliminate non-value-added services. The Company is reorganizing itself around five key value-added functions: Customer Management, Retailer Services, Category Management, Product Supply, and Support Services. Customer Management, Retailer Services, and Category Management represent the marketing functions of the Company. Product Supply represents the procurement and distribution functions of the Company. Through Customer Management, the Company will manage its relationships with customers primarily on the basis of customer type instead of on the basis of geography. This will enable the Company to be more effective in serving its diverse customer base. Through Retailer Services, the Company will offer retailers the same support services it currently offers, except that these services will be offered on a fee basis to those retailers choosing to purchase such services. In the past, Fleming has offered many support services without a direct charge but has indirectly charged all customers for such services. Through Category Management, the Company will more efficiently manage its relationships with vendors, manufacturers and other suppliers, working to obtain the best possible promotional benefits offered by suppliers and will pass through directly to retailers 100% of those benefits, including those derived from forward buying, related to grocery, frozen foods and dairy products. Through Product Supply, which will be comprised of all food distribution centers and operations, the Company will work to provide retailers with the lowest possible "landed" cost of goods (i.e., the total of cost of product and all related charges plus the Company's distribution fee). Through Support Services, various functions -- such as Finance, Associate Support, and Corporate/Business Development -- will provide a variety of administrative support services more efficiently to all of the Company's operations. A new flexible sales plan for grocery, frozen foods and dairy products will be based on a new pricing policy whereby retailers will pay the Company's actual cost of acquiring goods, receiving 100% of available promotional benefits from the vendor arranged by the Company. Customers will pay all costs incurred by the Company for transportation (which currently are often subsidized by the Company). Instead of paying a basic distribution fee, customers will pay handling and storage charges, which will be higher than the prior distribution fee. Additionally, retail customers will pay for all other retailer services purchased. The Company believes its flexible sales plan will result in increased promotional benefits being offered through the Company which will attract new business due to lower landed cost of goods to the retailer. Based on customer surveys, the Company believes its customers will support the new pricing policy and the unbundling of retailer services and that these changes will add value to customers primarily through cost savings to be derived through the Company's more efficient organization. The Company believes consolidation, reorganization and re-engineering will result in significant cost savings through lower product handling expenses, lower selling and administration expenses and reduced staffing of retailer services. Estimated pre-tax cost savings are expected to grow to at least $65 million per year beginning in 1997 after the plan has been fully implemented. The Company believes these expense savings will allow it to deliver goods and services to its customers at a lower all-in cost, while increasing the Company's profitability. The Company estimates that the reorganization and re-engineering process will be completed by the end of 1996. Certain aspects of re-engineering are expected to be tested and applied in the second half of 1994, with implementation to begin at the Company's operations in the western and midwestern parts of the United States for an expected completion date by the end of 1995. In 1996, re-engineering will be implemented at the Company's operations in the eastern and southern parts of the United States, after the integration of the Scrivner Group has been completed. PRODUCTS The Company supplies its customers with a full line of national brand products as well as an extensive range of private label, including controlled label, products, perishables and non-food items. Controlled labels are those which the Company controls and private labels are those which may be offered only in stores 36 operating under specific banners, which may or may not be under the Company's control. Among the controlled labels offered by the Company are TV-R-, Hyde Park-R-, Marquee-R-, Bonnie Hubbard-R-, Montco-R-, Best Yet-R- and Rainbow-R-. Among the private labels handled by the Company are IGA-R-, Piggly Wiggly-R-, and Sentry-R-. Controlled label and private label products offer both the wholesaler and the retailer opportunities for high margins as the costs of national advertising campaigns can be eliminated. The controlled label program is augmented with marketing and promotional support programs developed by the Company. Perishables also offer both the wholesaler and the retailer significant opportunities for improved margins as consumers are generally willing to pay relatively higher prices for fresh, high quality meat, produce and dairy products. Furthermore, retailers are increasingly competing for business through an emphasis on perishables and private label products. The Company's PRO FORMA product mix for 1993 was comprised of 53% groceries, 41% perishables and 6% general merchandise. SERVICES TO CUSTOMERS The Company offers value-added services to its retailer customers, thereby differentiating itself from most of its competitors. These services include, among others, merchandising and marketing assistance, in-house advertising, consumer education programs, retail electronic services and employee training. See also "-- Capital Invested in Customers." In addition, the Company provides its retail customers with assistance in the development and expansion of retail stores, including retail site selection and market surveys; store design, layout, and decor assistance; and equipment and fixture planning. The Company also has expertise in developing sales promotions, including employee and customer incentive programs, such as "continuity programs" designed to entice the customer to return regularly to the store. SALE TERMS The Company currently charges customers for products based generally on an agreed price which includes the Company's defined "cost" (which does not give effect to promotional fees and allowances from vendors), to which is added a fee determined by the volume of the customer's purchase. In some geographic areas, product charges are based upon a percentage markup over cost. A delivery charge is usually added based on order size and mileage from the distribution center to the customer's store. Payment may be received upon delivery of the order, or within credit terms that generally are weekly or semi-weekly. As part of the re-engineering process, the Company will begin to charge the actual costs of acquiring its grocery, frozen food and dairy products while passing through to its customers all promotional fees and allowances received from vendors. In addition, the Company will charge customers for the costs of transportation and will charge for handling and storage, which charges will be higher than the previous basic distribution fee. The Company will also begin charging directly for services which retailers formerly paid for indirectly. As a result, the Company believes it will lower the cost of products to most of its customers while increasing its profitability. See "-- The Consolidation, Reorganization and Re-engineering Plan." DISTRIBUTION The Company operates 52 distribution centers, including 42 full-service food distribution centers which are responsible for the distribution of national brand and private label groceries, meat, dairy and delicatessen products, frozen foods, fresh produce, bakery goods and a variety of related food and non-food items. Seven general merchandise distribution centers distribute health and beauty care items and other non-food items. Two distribution centers serve convenience stores and one distribution center handles only dairy, delicatessen and fresh meat products. Substantially all facilities are equipped with modern material handling equipment for receiving, storing and shipping large quantities of merchandise. The Company believes that the technology currently in place at its distribution facilities offers the Company a competitive advantage. The Company's distribution facilities comprise more than 20 million square feet of warehouse space. Additionally, the Company rents, on a short-term basis, approximately 7 million square feet of off-site 37 temporary storage space. The Company has identified certain distribution centers (including both Fleming and Scrivner Group distribution centers) for consolidation. See "-- The Consolidation, Reorganization and Re-engineering Plan." Most distribution divisions operate a truck fleet to deliver products to customers. The Company increases the utilization of its truck fleet by backhauling products from many suppliers, thereby reducing the number of empty miles traveled. To further increase its fleet utilization, the Company has made its truck fleet available to other firms on a for-hire carriage basis. RETAIL STORES SERVED The Company serves approximately 10,000 retail stores ranging in size from small convenience outlets to conventional supermarkets, combination units, price impact stores and large supercenters. Among the stores served are approximately 3,700 supermarkets with an aggregate of approximately 97 million square feet. Fleming's customers are geographically diverse, with operations in 43 states. The Company's principal customers are supermarkets carrying a wide variety of grocery, meat, produce, frozen food and dairy products. Most customers also handle an assortment of non-food items, including health and beauty care products and general merchandise such as housewares, soft goods and stationery. Most supermarkets also operate one or more specialty departments such as in-store bakeries, delicatessens, seafood departments and floral departments. The Company believes that its focus on quality service, broad product offerings, competitive prices and value-added services enables the Company to maintain long-term customer relationships while attracting new customers. The Company has successfully targeted self-distributing chains and operators of alternative format stores as sources of incremental sales. These operations have gained increasing market share in the retail food industry in recent years. The Company currently serves over 1,000 chain stores, compared to 810 at year-end 1993. In December 1993, Fleming signed a six-year supply agreement with Kmart to serve new Super Kmart Centers in areas where Fleming has distribution facilities. The Company currently supplies 25 Super Kmart Centers and the total number of Super Kmart Centers supplied is expected to increase to 48 by year-end 1994. The Company also licenses or grants franchises to retailers to use certain trade names such as IGA-R-, Piggly Wiggly-R-, Food 4 Less-R-, Big Star-R-, Big T-R-, Buy-for-Less-R-, Checkers-R-, Festival Foods-R-, Jubilee Foods-R-, Jamboree Foods-R-, MEGA MARKET-R-, Minimax-R-, Sentry-TM-, Shop 'n Bag-R-, Shop 'n Kart-R-, Super 1 Foods-R-, Super Save-R-, Super Thrift-R-, Thriftway-R-, United Supers-R-, and Value King-R-. There are approximately 1,700 food stores operating under Company franchises or licenses. The Company believes that its ten largest customers on a PRO FORMA basis accounted for approximately 16% of net sales during 1993, with no single customer representing more than 3.5% of net sales. COMPANY-OWNED STORES As a result of the Acquisition, the number of Company-owned stores increased from 139 to 345, including 283 supermarkets with an aggregate of approximately 9.5 million square feet. The Company-owned stores are located in 14 states and are all served by the Company's distribution centers. Formats vary from super warehouse stores and conventional supermarkets to convenience stores. Generally in the industry, an average super warehouse store is 58,000 square feet, a conventional supermarket is 23,000 square feet and a convenience store is 2,500 square feet. All Company-owned supermarkets are designed and equipped to offer a broad selection of both national brands as well as private label products at attractive prices while maintaining high levels of service. Most supermarket formats have one or more specialty departments such as bakeries, full service delicatessens, extensive fresh produce departments and complete seafood and meat departments. Specialty departments generally produce higher gross margins per selling square foot than general grocery sections. The Company-owned stores provide added purchasing power as they enable the Company to commit to certain promotional efforts at the retail level. The Company, through its owned stores, is able to retain many of the promotional savings offered by vendors in exchange for volume increases. 38 Until recently, the Company conducted its retail operations primarily as an extension of its wholesale business. Each Company-owned retail store was managed by personnel at the distribution center serving such store and did not benefit from any coordinated retail strategy. The Company emphasized wholesale operations, and many of its retail stores, while making a positive contribution to overall Company profitability through increased wholesale volume, were not profitable on a stand-alone basis. In 1993, the Company determined that its retail operations were underperforming and that, as a part of its overall business strategy, the Company would aggressively pursue stand-alone profitability in its retail operations. The Company recruited a senior officer to assume responsibility for retail operating results for all Company-owned stores and to focus on the development of successful retail strategies. See "Management." The Company has developed a comprehensive plan to evaluate the retail stores in each of its markets in order to improve profitability on a stand-alone basis. The analysis includes evaluation of the management team, the local marketplace, reporting systems and technology, and results in a defined action plan which may include changes in management, renovation, reduction in overhead and store closures. The Company has begun to implement its plan in several markets, including in Florida where management anticipates improved profitability from its 21 stores in late 1994. The Company intends to increase net sales derived from Company-owned stores through the implementation of the retail plan described above, internal growth and, in the long term, selective acquisitions of retail chains in niche markets. See "-- Business Strategy." TECHNOLOGY Fleming has played a leading role in employing technology for internal operations as well as for its independent retail customers. Over the past three years, Fleming has introduced radio-frequency terminals in its distribution centers to track inventory, further improve customer service levels, reduce out-of-stock conditions and obtain other operational improvements. Most Fleming distribution centers are managed by computerized inventory control systems, along with warehouse productivity monitoring and scheduling systems. Fleming intends to add these technological aids to the Scrivner Group distribution system. Most of Fleming's truck fleet is equipped with on-board computers to monitor the efficiency of deliveries to its customers. In addition, Fleming's Retail Technology Group provides value-added services to its retailers including point-of-sale scanning systems (including hardware and software, on both a sale and lease basis), in-store personal computers, electronic shopping programs, electronic order entry and many specific applications designed for independent supermarket operators. The Company has been a leader in developing technology related to the ECR initiative. The Company's role in the continued development of ECR will further strengthen the Company's relationship with both its retail customers and vendors. See "-- Business Strategy." SUPPLIERS The Company purchases goods from numerous vendors and growers. As the largest single customer of most of its suppliers, the Company is able to secure favorable terms and volume discounts on most of its purchases, leading to lower unit costs. The Company purchases products from a diverse group of suppliers and believes it has adequate and alternative sources of supply for substantially all of its products. CAPITAL INVESTED IN CUSTOMERS As part of its services to retailers, the Company provides capital to customers in several ways, although the Company has decided to reduce its financial exposure to such customers by more selectively allocating capital in the future. In making credit and investment decisions, the Company considers many factors, including estimated return on capital, risk and the benefits to be derived from sustained or increased product sales. Any equity investment or loan of $250,000 or more must be approved by the Company's Business Development Committee and any investment or loan in excess of $5 million must be approved by the Board of Directors. For equity investments, the Company has active representation on the customer's board of 39 directors. The Company also conducts periodic credit reviews, receives and analyzes customers' financial statements and visits customers' locations regularly. On an ongoing basis, senior management reviews the Company's largest investments and credit exposures. The Company provides capital to certain customers by becoming primarily or secondarily liable for store leases, by extending credit for inventory purchases, and by guaranteeing loans and making secured loans to and equity investments in customers. STORE LEASES. The Company leases stores for sublease to certain customers. Sublease rentals are generally higher than the base rental to the Company. As of August 1, 1994, the Company was the primary lessee of 1,070 retail store locations subleased to and operated by customers. In certain circumstances, the Company also guarantees the lease obligations of certain customers. EXTENSION OF CREDIT FOR INVENTORY PURCHASES. The Company has supply agreements with customers in which it invests and, in connection with supplying such customers, will, in certain circumstances, extend credit for inventory purchases. Customary trade credits terms are up to seven days; the Company has extended credit for additional periods under certain circumstances. GUARANTEES AND SECURED LOANS. The Company guarantees the obligations of certain of its customers. Loans are also made to customers primarily for store expansions or improvements. These loans are typically secured by inventory and store fixtures, bear interest at rates at or above the prime rate, and are for terms of up to ten years. During fiscal year 1993, 1992 and 1991 Fleming sold, with limited recourse, $68 million, $45 million and $82 million, respectively, of notes evidencing such loans. During fiscal years 1993, 1992 and 1991, the Scrivner Group sold, with limited recourse, $51 million, $40 million and $35 million, respectively, of notes evidencing similar loans. The Company intends to offer additional notes in the future. See "Certain Other Obligations." The Company believes its loans to customers are illiquid and would not be investment grade if rated. EQUITY INVESTMENTS. The Company has made equity investments in strategic multi-store customers, which it refers to as Business Development Ventures, and in smaller operators, referred to as Equity Stores. Equity Store participants typically retain the right to purchase the Company's investment over a five to ten year period. Many of the customers in which the Company has made equity investments are highly leveraged, and the Company believes its equity investments are highly illiquid. The following table sets forth the components of the Company's portfolio of loans to and investments in customers at year end 1993 and 1992. Total loans to and equity investments in customers at July 9, 1994 were $344 million (excluding current portion). The table does not include the Company's investment in customers through direct financing leases, lease guarantees or operating leases. As of December 25, 1993, the Company's undiscounted obligations under direct financing leases and lease guarantees were $424 million and $335 million, respectively.
CUSTOMERS WITH EQUITY INVESTMENTS ----------------------------------------- CUSTOMERS BUSINESS WITH NO DEVELOPMENT EQUITY OTHER SUB EQUITY VENTURES STORES STORES(A) TOTAL INVESTMENTS TOTAL ----------- ------ --------- ------ ----------- ----- (DOLLARS IN MILLIONS) 1993 Loans(b)................................... $ 78 $55 $ 2 $135 $178 $ 313 Equity Investments......................... 28 15 12 55 -- 55 ----- ------ --- ------ ----- ----- Total.................................... $106 $70 $14 $190 $178 $ 368 ----- ------ --- ------ ----- ----- ----- ------ --- ------ ----- ----- 1992 Loans(b)................................... $114 $49 $-- $163 $193 $ 356 Equity Investments......................... 18 18 10 46 -- 46 ----- ------ --- ------ ----- ----- Total.................................... $132 $67 $10 $209 $193 $ 402 ----- ------ --- ------ ----- ----- ----- ------ --- ------ ----- ----- - ------------------------ (a) Other stores are Company-owned stores pending sale. (b) Includes current portion of loans, which amounts are recorded as receivables on the Company's balance sheet.
40 The Company has shifted its strategy to emphasize ownership of, rather than investment in, retail stores. In addition, the Company intends to de-emphasize credit extensions to its customers and to reduce future credit loss expense by raising the Company's financial standards for credit extensions and by conducting post-financing reviews more frequently and in more depth. The Company's credit loss expense, including from receivables as well as from investments in customers, was $28 million in the 28 weeks ended July 9, 1994 and $52 million, $28 million and $17 million in 1993, 1992 and 1991, respectively. Prior to the Acquisition, the Scrivner Group provided capital to customers in similar ways. At June 30, 1994, the Scrivner Group's portfolio of credit extensions to customers (excluding prime lease obligations) consisted of loans aggregating $72 million, obligations under direct financing leases of $2 million and equity investments of $418,000. COMPETITION Competition in the food marketing and distribution industry is intense. The Company's primary competitors are national chains who perform their own distribution (such as The Kroger Co. and Albertson's, Inc.), national food distributors (such as SUPERVALU Inc.) and regional and local food distributors. The principal competitive factors include product price, quality and assortment of product lines, schedules and reliability of delivery, and the range and quality of customer services. The sales volume of wholesale food distributors is dependent on the level of sales achieved by the retail food stores they serve. Retail stores served by the Company compete with other retail food outlets in their geographic areas on the basis of product price, quality and assortment, store location and format, sales promotions, advertising, availability of parking, hours of operation and store appeal. The Company believes it compares favorably with its competition by virtue of its purchasing power, which results in more favorable pricing for retail customers, efficient, technologically advanced distribution centers and value-added services to customers, The primary competitors of the Company-owned stores are national, regional and local chains, as well as independent supermarkets and convenience stores. The principal competitive factors include product price, quality and assortment, store location and format, sales promotions, advertising, availability of parking, hours of operation and store appeal. The Company believes its competitive advantages are its competitive prices, varied store formats, complete specialty food departments and broad variety of both private label and national brand food and non-food items. EMPLOYEES Upon consummation of the Acquisition, the Company had approximately 43,000 full time and part-time associates. Almost half of the Company's associates are covered by collective bargaining agreements with the International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America, the United Food and Commercial Workers, the International Longshoremen's and Warehousemen's Union and the Retail Warehouse and Department Store Union. The Company has 94 such agreements which expire from September 1994 to July 1999. The Company believes it enjoys satisfactory relationships with its unions. The Company's work force is expected to decrease by 1,500 associates by the end of 1997. See "-- The Consolidation, Reorganization and Re-engineering Plan." In addition, the Company expects to further reduce associate positions due to facilities consolidations resulting from the Acquisition and the effects of applying its re-engineering plan to the Scrivner Group's operations. CERTAIN LEGAL PROCEEDINGS A Company subsidiary has been named as a defendant in the following related cases: TROPIN V. THENEN, ET AL., CASE NO. 93-2502-CIV-MORENO, UNITED STATES DISTRICT COURT, SOUTHERN DISTRICT OF FLORIDA; and WALCO INVESTMENTS, INC., ET AL. V. THENEN, ET AL., CASE NO. 93-2534-CIV-MORENO, UNITED STATES DISTRICT COURT, SOUTHERN DISTRICT OF FLORIDA. These cases were filed in the United States District Court for the Southern District of Florida on December 21, 1993. Both cases name numerous defendants, including, in one case, four former employees of subsidiaries of the Company and, in the other, two former employees of a subsidiary of the Company. The cases contain similar factual allegations and the plaintiffs allege, among other things, that the former 41 employees participated in fraudulent activities by taking money for confirming diverting transactions which had not occurred and that, in so doing, the former employees acted within the scope of their employment. Plaintiffs also allege that the subsidiary allowed its name to be used in furtherance of the alleged fraud. The allegations include, among other causes of action, common law fraud, breach of contract, negligence, conversion and civil theft, and violations of the federal Racketeer Influenced and Corrupt Organizations Act and comparable state law. Plaintiffs seek damages, treble damages, attorneys fees, costs, expenses and other appropriate relief. While the amount of damages sought under most claims is not specified, plaintiffs allege that hundreds of millions of dollars were lost as the result of the allegations contained in the complaint. The Company denies the allegations of the complaints and will vigorously defend the actions. The litigation is in its preliminary stages. The Company has been unable to conclude that an adverse resolution is not reasonably likely or to predict the potential liability, if any, to the Company. However, the Company does not believe that an adverse outcome is likely which would materially affect the Company's consolidated financial position. From time to time the Company is named as a potentially responsible party, with others, with respect to EPA-designated superfund sites. Under current law, the Company's liability for remediation of such sites may be joint and several with other responsible parties, regardless of the extent of the Company's use of the sites in relation to other users. However, the Company believes that, to the extent it is ultimately determined to be liable for hazardous waste deposited at any site, such liability will not result in a material adverse effect on its consolidated financial position or results of operations. The Company is a party to various other litigation, possible tax assessments and other matters, some of which are for substantial amounts, arising in the ordinary course of business. While the ultimate effect of such actions cannot be predicted with certainty, the Company expects that the outcome of these matters will not result in a material adverse effect on its consolidated financial position or results of operations. 42 MANAGEMENT The following are the members of the Company's management committee. The management committee is comprised of executive officers of the Company and has oversight over the operations of the Company. ROBERT E. STAUTH -- Mr. Stauth has served as President and Chief Operating Officer of the Company since April 1993, and was named Chief Executive Officer in October 1993 and Chairman in April 1994. Mr. Stauth has been with the Company more than 20 years. Prior to being named President and Chief Operating Officer, Mr. Stauth was named Senior Vice President -- Western Region in 1991, with responsibility for the Company's eight West Coast operations. In 1992, he was appointed Executive Vice President -- Division Operations, with responsibility for Fleming's operations in the Western, Southern, Mid-America and Mid-South regions. From 1987 to 1991, Mr. Stauth served as Vice President -- Arizona operations. GERALD G. AUSTIN -- Mr. Austin was elected Executive Vice President -- Operations in October 1993, after serving three years as Executive Vice President -- Marketing. Mr. Austin is responsible for the Company's wholesale food divisions, marketing and general merchandise activities, retail concepts and store development and planning. Mr. Austin is supervising the implementation of the Company's re-engineering program, having served as a member of the steering committee that created the plan. Mr. Austin has been an associate of Fleming for 35 years. E. STEPHEN DAVIS -- Mr. Davis serves as Executive Vice President -- Scrivner Group. In addition, Mr. Davis is responsible for integrating the Scrivner Group into Fleming. Mr. Davis is overseeing executives responsible for operations, finance, human resources, marketing and MIS at the Scrivner Group. Mr. Davis has directed the Company's corporate distribution function for the past 14 years, most of them as Executive Vice President -- Distribution. Mr. Davis has held numerous positions during his 34 years as a Fleming associate. HARRY L. WINN, JR. -- Mr. Winn joined the Company as Executive Vice President -- Chief Financial Officer in May 1994. Mr. Winn has overall responsibility for accounting, legal, MIS, retailer credit, capital management, tax, audit and planning. He came to the Company from UtiliCorp United in Kansas City, where he had served as managing senior vice president and chief financial officer. UtiliCorp is a NYSE energy company with revenues of $1.3 billion whose operations include gas and electric utilities in eight states, Canada and New Zealand and unregulated natural gas and oil operations in the U.S. and the U.K. Prior to joining UtiliCorp, Mr. Winn also held the roles of vice president -- controller of Squibb United States, vice president -- treasurer of Squibb Corporation, vice president -- treasurer of Baxter International, treasurer of American Hospital Supply and assistant vice president of American National Bank. DARRELD R. EASTER -- Mr. Easter serves the Company as Senior Vice President - -- Marketing. He is responsible for Fleming's entire marketing function, which encompasses the merchandising and procurement of all food product lines, including groceries, meat, dairy, produce, frozen foods, bakery goods and private label products, as well as marketing services, sales promotion and consumer services. Prior to election to his current post in October 1993, Mr. Easter served three years as Senior Vice President -- Produce, Meat, Bakery and Deli. Mr. Easter joined Fleming in 1985 as Director -- Produce Procurement after spending 25 years with a leading retail food chain based in Kansas. WILLIAM M. LAWSON, JR. -- Mr. Lawson was elected Senior Vice President -- Corporate Development/ International Operations effective August 1, 1994. He is responsible for identifying business ventures that offer growth opportunities for the Company such as acquisitions, divestitures, joint ventures (both domestic and international) and start-up situations. Prior to joining Fleming, Mr. Lawson had practiced law in Phoenix since 1976. LARRY A. WAGNER -- Mr. Wagner is Senior Vice President -- Human Resources of the Company, with responsibility for organizational planning, management development and training, benefit programs, salary administration and employment procedures. Mr. Wagner began working for Fleming 15 years ago as manager of human resources for the Houston division. In 1979, he was promoted to regional director of human resources. He was promoted to vice president -- human resources in January 1989, and to his present position in February 1991. 43 The following officers of the Company have oversight over the Company's general merchandise and retail operations at the direction of the Management Committee. RONALD C. ANDERSON -- Mr. Anderson was elected Vice President -- General Merchandise of the Company in June 1993, with responsibility for the Company's general merchandise operations. Prior to joining Fleming in June 1993, Mr. Anderson served as president of the service merchandising division of the nation's largest wholesale distributor of pharmaceuticals, health and beauty care products, specialty foods and general merchandise. He also has experience at many levels of retail business, with 17 years service at a major supermarket chain based in Salt Lake City. THOMAS L. ZARICKI -- Mr. Zaricki is Senior Vice President -- Retail Operations of the Company in October 1993. The Company formed the Fleming Retail Group to oversee operations of all Company-owned stores and has named Mr. Zaricki President -- Fleming Retail Group. Mr. Zaricki joined Fleming in October 1993 with over 30 years experience in supermarket management, having served most recently as president of a regional supermarket chain headquartered in Phoenix. 44 THE CREDIT AGREEMENT The following discussion of certain of the provisions of the Credit Agreement is not intended to be exhaustive and is qualified in its entirety by the provisions of the Credit Agreement incorporated by reference as an Exhibit to the Registration Statement of which this Prospectus is a part. On July 19, 1994, Fleming executed the Credit Agreement with Morgan Guaranty Trust Company, as Managing Agent, and twelve other domestic and foreign banks as Agents. The Credit Agreement is divided into the following three facilities: (i) a $900 million five-year revolving credit facility ("Tranche A"), (ii) a $500 million two-year term loan facility ("Tranche B"), and (iii) an $800 million six-year amortizing term loan facility ("Tranche C"). At August 22, 1994, $210 million was borrowed under Tranche A, $500 million was borrowed under Tranche B and $800 million was borrowed under Tranche C. GUARANTEES. The Company's obligations under the Credit Agreement are unconditionally guaranteed, on a joint and several basis, by substantially all direct and indirect subsidiaries of the Company. The Company is obligated to maintain guarantees by its subsidiaries such that the assets of the guaranteeing subsidiaries, together with the assets of the Company, comprise at least 85% of the assets of the Company. COLLATERAL. Borrowings under the Credit Agreement (and obligations under certain Letters of Credit and under certain derivative financial transactions entered into to hedge the Company's interest rate exposure thereunder) must, except as described below, be secured by a perfected pledge of substantially all of the inventory and accounts receivable of Fleming and its subsidiaries. Obligations under the Credit Agreement are also secured by a pledge of the capital stock of substantially all of the Company's guaranteeing subsidiaries. The collateral will be released upon the earlier to occur of (i) all debt under the Credit Agreement being repaid and all commitments thereunder canceled, (ii) Fleming's senior unsecured long-term debt being rated investment grade or higher by Standard & Poor's Ratings Group, a division of McGraw Hill, Inc. and by Moody's Investors Service, Inc. or (iii) upon the affirmative vote of Banks holding 85% of the obligations under the Credit Agreement. MANDATORY PREPAYMENTS. The net proceeds of the Offering, together with borrowings under Tranche A, will be used to repay Tranche B (see "Use of Proceeds"). Upon repayment of Tranche B, 50% of the net cash proceeds of any asset sales, 75% of the net cash proceeds of equity issuances and 100% of the net cash proceeds of any debt financing will be applied to reduce Tranche C borrowings. Tranche C amortizes on a quarterly basis, beginning March 31, 1995. INTEREST RATE. Under the Credit Agreement, the interest rate for any Tranche may be based on LIBOR, CD rates or prime rates, as selected by the Company from time to time, plus a borrowing margin. The borrowing margins vary depending upon the rating of the Company's senior unsecured long-term debt. INTEREST RATE PROTECTION. The Credit Agreement stipulates that the Company must enter into interest rate protection agreements for at least 50% of the bank debt outstanding under Tranche A and Tranche C (less $150 million) until it has received investment grade credit ratings for its senior unsecured debt. As of the date of this Prospectus, the Company had fully complied with this provision. COVENANTS. The Credit Agreement contains customary covenants associated with similar facilities, including, without limitation: maintenance of borrowed funds to net worth ratio; maintenance of minimum consolidated net worth; maintenance of fixed charge coverage ratio; restriction on the incurrence of certain liens; prohibition of certain mergers and consolidations; restriction on the incurrence of additional debt or the provision of additional guarantees; limitation on restricted payments including investments; and acquisitions and limitations on capital expenditures. EVENTS OF DEFAULT. The Credit Agreement contains Events of Default, including, but not limited to, failure to pay principal or interest, failure to meet covenants, representations or warranties false in any material respect, cross default to other indebtedness of the Company, and a change of control. 45 CERTAIN OTHER OBLIGATIONS THE PRIOR INDENTURES On March 15, 1986, the Company entered into an Indenture (the "86 Indenture") with Morgan Guaranty, as Trustee, regarding $100 million of 9 1/2% Debentures due 2016 (the "9 1/2% Debentures"). As of the date of this Prospectus, approximately $7.0 million in aggregate principal amount of the 9 1/2% Debentures were outstanding. The terms of the Indenture include a negative pledge obligating the Company to equally and ratably secure the holders of the 9 1/2% Debentures in the event the Company secures any debt by placing a lien or other encumbrance upon the shares of stock or indebtedness of certain of its subsidiaries. On December 1, 1989, the Company entered into an Indenture (the "89 Indenture") with Morgan Guaranty as Trustee. Pursuant to the 89 Indenture, the Company issued, from time to time, an aggregate of $275 million of Medium-Term Notes in three series. As of September 1, 1994, approximately $222 million in aggregate principal amount of Medium-Term Notes were outstanding. The 89 Indenture contains a negative pledge substantially identical to that found in the 86 Indenture. The securing of obligations under the Credit Agreement by the pledge of the stock of the Company's subsidiaries and the pledge of the accounts receivable of the Company and its subsidiaries activated the negative pledge covenants under both Prior Indentures. Contemporaneously with entering into the Credit Agreement and securing its obligations thereunder, the Company equally and ratably secured the holders of the 9 1/2% Debentures and the Medium-Term Notes by the pledge of the capital stock and the inter-company indebtedness (including inter-company accounts receivable) of substantially all of the Company's subsidiaries. Additionally, the first series of Medium-Term Notes ("Series A") contained a provision requiring the Company to offer to purchase such Notes (at par plus accrued but unpaid interest) upon the occurrence of certain "repurchase events." The consummation of the Acquisition and the resulting downgrade in the rating of the Company's long-term unsecured indebtedness represented such a repurchase event. On August 16, 1994, the Company made an offer to purchase the Series A Notes in accordance with the provisions of the 89 Indenture, which offer is scheduled to terminate on September 20, 1994. Any such repurchase will be financed by borrowings under Tranche A of the Credit Agreement. As of the date of this Prospectus, approximately $97 million aggregate principal amount of Series A Medium-Term Notes were outstanding. Neither the 9 1/2% Debentures nor either series of Medium-Term Notes contains a similar provision. SALES OF CERTAIN SECURED LOANS AND DIRECT FINANCING LEASES From time to time the Company sells notes evidencing certain secured loans made to retailers. See "Business -- Capital Invested in Customers." Such notes are typically sold, with limited recourse, directly to financial institutions or to a grantor trust, with financial institutions purchasing trust certificates representing an interest in a pool of notes. The Company expects to sell additional such notes prior to year-end 1994 depending upon market conditions. In April 1994, the Company's Board of Directors authorized a sale of a portion of the Company's investment in direct financing leases. The Company leases electronic equipment to certain retailers, including point-of-sale scanning systems and other computer equipment, related software and peripherals. Such leases, which had an aggregate book value at July 9, 1994 of approximately $20 million, generally have lease terms of three to five years with optional renewal provisions. The Company expects to sell, with limited recourse, an interest in a substantial portion of such leases by year-end 1994 either directly or indirectly to financial institutions. 46 DESCRIPTION OF THE NOTES The Fixed Rate Notes offered hereby will be issued under an indenture to be dated as of , 1994 (the "Fixed Rate Note Indenture"), among the Company, as issuer, each of the Subsidiary Guarantors, as guarantors, and Texas Commerce Bank, National Association, as trustee (the "Trustee"). The Floating Rate Notes offered hereby will be issued under an indenture to be dated as of , 1994 (the "Floating Rate Note Indenture" and, together with the Fixed Rate Note Indenture, the "Senior Note Indentures"), among the Company, as issuer, each of the Subsidiary Guarantors, as guarantors, and the Trustee, as trustee. Copies of the forms of the Senior Note Indentures are filed as exhibits to the Registration Statement of which this Prospectus is a part. The Senior Note Indentures are subject to and governed by the Trust Indenture Act. The following summaries of the material provisions of the Senior Note Indentures do not purport to be complete and are subject to, and qualified in their entirety by, reference to all of the provisions of the Senior Note Indentures, including the definitions of certain terms contained therein and those terms made a part of the Senior Note Indentures by the Trust Indenture Act. For definitions of certain capitalized terms used in the following summary, see "-- Certain Definitions." The Fixed Rate Notes and the Floating Rate Notes (collectively, the "Notes") are identical except as indicated below. GENERAL Principal of, premium, if any, and interest on the Notes will be payable, and the Notes will be exchangeable and transferable, at the office or agency of the Company in The City of New York maintained for such purposes (which initially will be the office of the Trustee maintained at Texas Commerce Trust Company of New York, 80 Broad Street, Suite 400, New York, New York 10004); PROVIDED, HOWEVER, that payment of interest may be made, at the option of the Company, by check mailed to the Person entitled thereto as shown on the security register. (Sections 301, 305 and 307) The Notes will be issued only in fully registered form without coupons in denominations of $1,000 and any integral multiple thereof. (Section 302) No service charge will be made for any registration of transfer, exchange or redemption of Notes, except in certain circumstances for any tax or other governmental charge that may be imposed in connection therewith. (Section 305) TERMS SPECIFIC TO THE FIXED RATE NOTES MATURITY, INTEREST AND PRINCIPAL The Fixed Rate Notes will mature on , 2001, and will be unsecured senior obligations of the Company limited in aggregate principal amount to $ . The Fixed Rate Notes will bear interest at the rate set forth opposite their name on the cover page hereof from , 1994 or from the most recent interest payment date to which interest has been paid, payable semi-annually on and of each year commencing , 1995, to the Person in whose name the Fixed Rate Note is registered at the close of business on the or next preceding such interest payment date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. (Sections 301, 307 and 310 of the Fixed Rate Note Indenture) OPTIONAL REDEMPTION The Fixed Rate Notes may be redeemed at the option of the Company, in whole or in part, at any time on or after , 1999, at the redemption prices (expressed as percentages of principal amount) set forth below, together with accrued and unpaid interest, if any, to the date of redemption, if redeemed during the 12-month period beginning on of the years indicated below (subject to the right of holders of record on relevant record dates to receive interest due on an interest payment date):
REDEMPTION YEAR PRICE - ----------------------------------------------------------------------- --------------- 1999................................................................... % 2000................................................................... %
47 In addition, up to 20% of the initial aggregate principal amount of the Fixed Rate Notes may be redeemed on or prior to , 1997, at the option of the Company, within 180 days of a Public Equity Offering with the net proceeds of such offering at a redemption price equal to % of the principal amount thereof, together with accrued and unpaid interest, if any, to the date of redemption (subject to the right of holders of record on relevant record dates to receive interest due on relevant interest payment dates); PROVIDED, that after giving effect to such redemption at least $200 million aggregate principal amount of the Fixed Rate Notes remain outstanding. TERMS SPECIFIC TO THE FLOATING RATE NOTES MATURITY, INTEREST AND PRINCIPAL The Floating Rate Notes will mature on , 2001, and will be unsecured senior obligations of the Company limited in aggregate principal amount to $ . The Floating Rate Notes will bear interest from , 1994 or from the most recent interest payment date to which interest has been paid at the rate described below. Interest on the Floating Rate Notes will accrue at a rate equal to the Applicable LIBOR Rate and will be payable quarterly in arrears on , , and of each year, or if any such day is not a Business Day, on the next succeeding Business Day, commencing on , 1995 (each a "Floating Rate Interest Payment Date") to holders of record on the immediately preceding , , and . Interest on the Floating Rate Notes will be calculated on a formula basis by multiplying the principal amount of the Floating Rate Notes then outstanding by the Applicable LIBOR Rate, and multiplying such product by the LIBOR Fraction. "APPLICABLE LIBOR RATE" means for each Quarterly Period during which any Floating Rate Note is outstanding subsequent to the Initial Quarterly Period, basis points over the rate determined by the Company (notice of such rate to be sent to the Trustee by the Company on the date of determination thereof) equal to the average (rounded upwards, if necessary, to the nearest 1/16 of 1%) of the offered rates for deposits in U.S. dollars for a period of three months, as set forth on the Reuters Screen LIBO Page as of 11:00 a.m., London time, on the Interest Rate Determination Date for such Quarterly Period; PROVIDED, HOWEVER, that if only one such offered rate appears on the Reuters Screen LIBO Page, the Applicable LIBOR Rate for such Quarterly Period will mean such offered rate. If such rate is not available at 11:00 a.m., London time, on the Interest Rate Determination Date for such Quarterly Period, then the Applicable LIBOR Rate for such Quarterly Period will mean the arithmetic mean (rounded upwards, if necessary, to the nearest 1/16 of 1%) of the interest rates per annum at which deposits in amounts equal to $1 million in U.S. dollars are offered by the Reference Banks to leading banks in the London Interbank Market for a period of three months as of 11:00 a.m, London time, on the Interest Rate Determination Date for such Quarterly Period. If on any Interest Rate Determination Date, at least two of the Reference Banks provide such offered quotations, then the Applicable LIBOR Rate for such Quarterly Period will be determined in accordance with the preceding sentence on the basis of the offered quotations of those Reference Banks providing such quotations; PROVIDED, HOWEVER, that if fewer than two of the Reference Banks are so quoting such interest rates as mentioned above, the Applicable LIBOR Rate for such Quarterly Period shall be deemed to be the Applicable LIBOR Rate for the next preceding Quarterly Period and in the case of the Quarterly Period next succeeding the Initial Quarterly Period, the Applicable LIBOR Rate shall be %. Notwithstanding the foregoing, the Applicable LIBOR Rate for the Initial Quarterly Period shall be %. "INTEREST RATE DETERMINATION DATE" means, with respect to each Quarterly Period, the second Working Day prior to the first day of such Quarterly Period. "LIBOR FRACTION" means the actual number of days in the Initial Quarterly Period or Quarterly Period, as applicable, divided by 360; PROVIDED, HOWEVER, that the number of days in the Initial Quarterly Period and each Quarterly Period shall be calculated by including the first day of such Initial Quarterly Period or Quarterly Period and excluding the last. "INITIAL QUARTERLY PERIOD" means the period from and including , 1994 through and including , 199 . 48 "QUARTERLY PERIOD" means the period from and including a scheduled Floating Rate Interest Payment Date through the day next preceding the following scheduled Floating Rate Interest Payment Date. "REFERENCE BANKS" means each of Barclays Bank PLC, London Branch, the Bank of Tokyo, Ltd, London Branch, Bankers Trust Company, London Branch, and National Westminster Bank PLC, London Branch, and any such replacement bank thereof as listed on the Reuters Screen LIBO Page and their respective successors, and if any of such banks are not at the applicable time providing interest rates as contemplated within the definition of the "APPLICABLE LIBOR RATE." Reference Banks shall mean the remaining bank or banks so providing such rates. In the event that fewer than two of such banks are providing such rates, the Company shall use reasonable efforts to appoint additional Reference Banks so that there are at least two such banks providing such rates; PROVIDED, HOWEVER, that such banks appointed by the Company shall be London offices of leading banks engaged in the Eurodollar market (the market in which U.S. currency, which is deposited by corporations and national governments in banks outside the United States, is used for settling international transactions). "REUTERS SCREEN LIBO PAGE" means the display designated as page "LIBO" on the Reuter Monitor Money Rates Service (or such other page as may replace the LIBO page on that service for the purpose of displaying London Interbank Offered Rates of leading banks). "WORKING DAY" means any day which is not a Saturday, Sunday or a day on which banking institutions in New York, New York or London, England are authorized or obligated by law or executive order to close. OPTIONAL REDEMPTION The Floating Rate Notes will be redeemable at the option of the Company, in whole or in part, on any Floating Rate Interest Payment Date on or after , 1995 and on or prior to , 1999 at a redemption price equal to 100.5% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date of redemption, and after , 1999 at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date of redemption (subject to the right of holders of record on relevant record dates to receive interest due on an interest payment date). TERMS COMMON TO THE FIXED RATE NOTES AND THE FLOATING RATE NOTES REDEMPTION CHANGE OF CONTROL. As described below, if a Change of Control shall occur at any time, then each holder of Notes shall have the right to require that the Company purchase such holder's Notes, in whole or in part, at a purchase price equal to 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase. See "-- Certain Covenants -- PURCHASE OF NOTES UPON A CHANGE OF CONTROL" (Section 1101). SELECTION AND NOTICE. In the event that less than all of the Fixed Rate Notes or Floating Rate Notes, respectively, are to be redeemed at any time, selection of such Fixed Rate Notes or Floating Rate Notes for redemption will be made by the applicable Trustee on a PRO RATA basis, by lot or by such other method as the applicable Trustee shall deem fair and appropriate; PROVIDED, HOWEVER, that no Note of a principal amount of $1,000 or less shall be redeemed in part. Notice of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of Fixed Rate Notes or Floating Rate Notes to be redeemed at its registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the holder thereof upon cancellation of the original Note. On or after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption and accepted for payment. (Sections 1104, 1105, 1107 and 1108). SINKING FUND The Notes will not be entitled to the benefit of any sinking fund. 49 GUARANTEES Payment of the principal of, premium, if any, and interest on the Notes will be guaranteed, jointly and severally, on a senior basis by the Subsidiary Guarantors. Each Note Guarantee will be an unsecured senior obligation of the Subsidiary Guarantor issuing such Note Guarantee, ranking PARI PASSU in right of payment with all other existing and future Senior Indebtedness of such Subsidiary Guarantor. RANKING The Notes will be unsecured senior obligations of the Company, and the Indebtedness represented by the Notes and the payment of principal of, premium, if any, and interest on the Notes will rank PARI PASSU in right of payment with all other existing and future Senior Indebtedness and senior in right of payment to all existing and future Subordinated Indebtedness of the Company. The Notes, however, will be effectively subordinated to secured Senior Indebtedness of the Company with respect to the assets securing such Indebtedness, including Indebtedness under the Credit Agreement which is secured by the capital stock of substantially all of the Company's subsidiaries and substantially all of the inventory and accounts receivable of the Company and its subsidiaries and Indebtedness under the Prior Indentures which is secured by a portion of such collateral. As of July 9, 1994, on a PRO FORMA basis after giving effect to the Acquisition and the financing thereof and the Offering and the use of the net proceeds therefrom, Senior Indebtedness of the Company (excluding obligations under capitalized leases and undrawn letters of credit) would have been approximately $1.63 billion, of which $1.12 billion would have been secured Senior Indebtedness. See "Investment Considerations -- Restrictive Covenants; Asset Encumbrances" and "The Credit Agreement." Each Note Guarantee will be an unsecured senior obligation of the Subsidiary Guarantor issuing such Note Guarantee, ranking PARI PASSU in right of payment with all existing and future Senior Indebtedness of such Subsidiary Guarantor. Each Note Guarantee issued by a Subsidiary Guarantor, however, will be effectively subordinated to secured Senior Indebtedness of such Subsidiary Guarantor with respect to the assets of such Subsidiary Guarantor securing such Indebtedness, including the guarantee by each such Subsidiary Guarantor of the Company's Indebtedness under the Credit Agreement and the Prior Senior Note Indentures. As of July 9, 1994, on a PRO FORMA basis after giving effect to the Acquisition and the financing thereof and the Offering and the use of the net proceeds therefrom, Senior Indebtedness of the Subsidiary Guarantors (including guarantees with respect to the Notes and the Credit Agreement and excluding obligations under capitalized leases and undrawn letters of credit) would have been approximately $1.44 billion, of which $0.94 billion would have been secured Senior Indebtedness. See "The Credit Agreement." CERTAIN COVENANTS The Senior Note Indentures will contain the following covenants, among others: LIMITATION ON INDEBTEDNESS. The Company will not, and will not permit any of its Subsidiaries to, create, assume, or directly or indirectly guarantee or in any other manner become directly or indirectly liable for the payment of, or otherwise incur (collectively, "incur"), any Indebtedness (including any Acquired Indebtedness) other than Permitted Indebtedness, unless, at the time of such event (and after giving effect on a PRO FORMA basis to (i) the incurrence of such Indebtedness; and (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company or its Subsidiaries since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period) the Consolidated Fixed Charge Coverage Ratio of the Company for the four full fiscal quarters immediately preceding such event, taken as one period and calculated on the assumption that such Indebtedness had been incurred on the first day of such four-quarter period and, in the case of Acquired Indebtedness, on the assumption that the related acquisition (whether by means of purchase, merger or otherwise) also had occurred on such date with the appropriate adjustments with respect to such acquisition being included in such PRO FORMA calculation, would have been at least equal to 1.75 to 1. (Section 1010) LIMITATION ON RESTRICTED PAYMENTS. (a) The Company will not, and will not permit any Subsidiary of the Company to, directly or indirectly: 50 (i) declare or pay any dividend on, or make any distribution to, the holders of, any Capital Stock of the Company (other than dividends or distributions payable solely in shares of Qualified Capital Stock of the Company or in options, warrants or other rights to purchase such Qualified Capital Stock); (ii) purchase, redeem or otherwise acquire or retire for value, directly or indirectly, any Capital Stock of the Company or any Subsidiary or any options, warrants or other rights to acquire such Capital Stock; (iii) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, prior to any scheduled repayment, sinking fund payment or maturity, any Indebtedness of the Company which is subordinate in right of payment to the Notes or of any Subsidiary Guarantor that is subordinate to such Subsidiary Guarantor's Note Guarantee; (iv) declare or pay any dividend or distribution on any Capital Stock of any Subsidiary of the Company to any Person (other than the Company or any Wholly Owned Subsidiary of the Company) or purchase, redeem or otherwise acquire or retire for value any Capital Stock of any Subsidiary of the Company held by any Person (other than the Company or any Wholly Owned Subsidiary of the Company); (v) create, assume or suffer to exist any guarantee of Indebtedness of any Affiliate of the Company (other than a Wholly Owned Subsidiary of the Company in accordance with the terms of the Indenture); or (vi) make any Investment (other than any Permitted Investment) in any Person (such) payments described in clauses (i) through (vi) and not excepted therefrom are collectively referred to herein as "Restricted Payments") unless at the time of and immediately after giving effect to the proposed Restricted Payment (the amount of any such Restricted Payment, if other than cash, as determined by the Board of Directors of the Company, whose determination shall be conclusive and evidenced by a board resolution), (1) no Default or Event of Default shall have occurred and be continuing and (2) the Company could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) in accordance with the provisions described under "-- Certain Covenants -- LIMITATION ON INDEBTEDNESS." (b) Notwithstanding paragraph (a) above, the Company and its Subsidiaries may take the following actions so long as (with respect to clauses (ii), (iii), and (iv), below) no Default or Event of Default shall have occurred and be continuing: (i) the payment of any dividend within 60 days after the date of declaration thereof, if at such declaration date such declaration complied with the provisions of paragraph (a) above; (ii) the purchase, redemption or other acquisition or retirement for value of any shares of Capital Stock of the Company, in exchange for, or out of the net cash proceeds of, a substantially concurrent issuance and sale (other than to a Subsidiary) of shares of Capital Stock (other than Redeemable Capital Stock) of the Company; (iii) the purchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Indebtedness (other than Redeemable Capital Stock) in exchange for or out of the net cash proceeds of a substantially concurrent issuance and sale (other than to a Subsidiary) of shares of Capital Stock (other than Redeemable Capital Stock) of the Company; and (iv) the purchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness (other than Redeemable Capital Stock) in exchange for, or out of the net cash proceeds of a substantially concurrent incurrence or sale (other than to a Subsidiary) of, new Subordinated Indebtedness of the Company so long as (A) the principal amount of such new Subordinated Indebtedness does not exceed the principal amount (or, if such Subordinated Indebtedness being refinanced provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration thereof, such lesser amount as of the date of determination) of the Subordinated Indebtedness being so purchased, redeemed, defeased, acquired or retired, PLUS the amount of 51 any premium required to be paid in connection with such refinancing pursuant to the terms of the Subordinated Indebtedness refinanced or the amount of any premium reasonably determined by the Company as necessary to accomplish such refinancing, PLUS the amount of expenses of the Company incurred in connection with such refinancing, (B) such new Subordinated Indebtedness is subordinated to the Notes to the same extent as such Subordinated Indebtedness so purchased, redeemed, defeased, acquired or retired and (C) such new Subordinated Indebtedness has an Average Life longer than the Average Life of the Notes and a final Stated Maturity of principal later than the final Stated Maturity of principal of the Notes. LIMITATION ON LIENS. The Company will not and will not permit any Subsidiary of the Company to, directly or indirectly, create, incur, assume or suffer to exist any Lien (other than Permitted Liens) of any kind upon any Principal Property or upon any shares of stock or indebtedness of any Subsidiary of the Company now owned or acquired after the date of the Senior Note Indentures, or any income or profits therefrom, unless (a) the Notes are directly secured equally and ratably with (or prior to in the case of Liens with respect to Subordinated Indebtedness) the obligation or liability secured by such Lien or (b) any such Lien is in favor of the Company or any Subsidiary Guarantor. (Section 1012) PURCHASE OF NOTES UPON A CHANGE OF CONTROL. If a Change of Control shall occur at any time, then each holder of Notes shall have the right to require that the Company purchase such holder's Notes in whole or in part in integral multiples of $1,000 at a purchase price (the "Change of Control Purchase Price") in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to the date of purchase (the "Change of Control Purchase Date"), pursuant to the offer described below (the "Change of Control Offer") and the other procedures set forth in the Senior Note Indentures. Within 30 days following the occurrence of any Change of Control, the Company shall notify the Trustee and give written notice of such Change of Control to each holder of Notes, by first-class mail, postage prepaid, at the address appearing in the security register, stating, among other things, the Change of Control Purchase Price and that the Change of Control Purchase Date shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act; that any Note not tendered will continue to accrue interest; that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment of the Change of Control Purchase Price pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date; and certain other procedures that a holder of Notes must follow to accept a Change of Control Offer or to withdraw such acceptance. If a Change of Control Offer is made, there can be no assurance that the Company will have available funds sufficient to pay the Change of Control Purchase Price for all of the Notes that might be delivered by holders of the Notes seeking to accept the Change of Control Offer and, accordingly, none of the holders of the Notes may receive the Change of Control Purchase Price for their Notes in the event of a Change of Control. The failure of the Company to make or consummate the Change of Control Offer or pay the Change of Control Purchase Price when due will give the Trustee and the holders of the Notes the rights described under "-- Events of Default." The term "all or substantially all" as used in the definition of "Change of Control" has not been interpreted under New York law (which is the governing law of the Senior Note Indentures) to represent a specific quantitative test. As a consequence, in the event the holders of the Notes elected to exercise their rights under the Senior Note Indentures and the Company elected to contest such election, there could be no assurance as to how a court interpreting New York law would interpret the phrase. The existence of a holder's right to require the Company to repurchase such holder's Notes upon a Change of Control may deter a third party from acquiring the Company in a transaction which constitutes a Change of Control. 52 In addition to the obligations of the Company under the Senior Note Indentures with respect to the Notes in the event of a "Change of Control," the Credit Agreement also contains an event of default upon a change in control as described therein which obligates the Company to repay amounts outstanding under the Credit Agreement upon an acceleration of the indebtedness issued thereunder. The provisions of the Senior Note Indentures may not afford holders of Notes the right to require the Company to repurchase such Notes in the event of a highly leveraged transaction or certain transactions with the Company's management or its affiliates, including a reorganization, restructuring, merger or similar transaction (including, in certain circumstances, an acquisition of the Company by management or its affiliates) involving the Company that may adversely affect holders of the Notes, if such transaction is not a transaction defined as a Change of Control. See "-- Certain Definitions" for the definition of "Change of Control." A transaction involving the Company's management or its affiliates, or a transaction involving a recapitalization of the Company, will result in a Change of Control if it is the type of transaction specified by such definition. The Company will comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with a Change of Control Offer. (Section 1009) ADDITIONAL GUARANTEES. If the Company or any of its Subsidiaries shall acquire or form a Subsidiary, the Company will cause any such Subsidiary that is or becomes a Significant Subsidiary or that guarantees any Senior Indebtedness of the Company or any Subsidiary Guarantor to (i) execute and deliver to the applicable Trustee a supplemental indenture in form and substance reasonably satisfactory to such Trustee pursuant to which such Subsidiary shall guarantee all of the obligations of the Company with respect to the Notes issued under such Indenture on a senior basis and (ii) deliver to such Trustee an Opinion of Counsel reasonably satisfactory to such Trustee to the effect that a supplemental indenture has been duly executed and delivered by such Subsidiary and is in compliance with the terms of the applicable Indenture. PROVISION OF FINANCIAL STATEMENTS. Whether or not the Company is subject to Section 13(a), 13(c) or 15(d) of the Exchange Act, the Company will file with the Commission the annual reports, quarterly reports and other documents that the Company is or would have been required to file with the Commission pursuant to such Section 13(a), 13(c) or 15(d) if the Company were so subject, such documents to be filed with the Commission on or prior to the respective dates (the "Required Filing Dates") by which the Company would have been required so to file such documents if the Company were so subject. The Company will also in any event within 15 days of each Required Filing Date (i) transmit by mail to each holder of the Notes, as its name and address appears in the security register, without cost to such holder and (ii) file with each Trustee copies of the annual reports, quarterly reports and other documents which the Company is or would have been required to file with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act if the Company were so subject. (Section 1014) CONSOLIDATION, MERGER, SALE OF ASSETS The Company shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer or lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in a sale, assignment, transfer, lease or disposal of all or substantially all of the properties and assets of the Company and its Subsidiaries on a Consolidated basis to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto (i) either (A) the Company shall be the surviving or continuing corporation, or (B) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition the properties and assets of the Company substantially as an entirety (the "Surviving Entity") shall be a corporation duly organized and validly existing under the laws of the United States, any state thereof or the District of Columbia and shall, in any case, expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company, under the Notes and the Senior Note Indentures, and the Senior Note 53 Indentures shall remain in full force and effect; (ii) immediately before and immediately after giving effect to such transaction on a PRO FORMA basis (and treating any Indebtedness not previously an obligation of the Company or any of its Subsidiaries which becomes the obligation of the Company or any of its Subsidiaries in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (iii) immediately before and immediately after giving effect to such transaction on a PRO FORMA basis (on the assumption that the transaction occurred on the first day of the four-quarter period immediately prior to the consummation of such transaction with the appropriate adjustments with respect to the transaction being included in such PRO FORMA calculation), the Company (or the Surviving Entity if the Company is not the continuing obligor under the Indenture) could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the provisions of " -- Certain Covenants -- LIMITATION ON INDEBTEDNESS" above; (iv) each Subsidiary Guarantor, unless it is the other party to the transactions described above, shall have, by supplemental indenture to each of the Senior Note Indentures, confirmed that its respective Note Guarantees with respect to each series of Notes shall apply to such person's obligations under the Senior Note Indentures and the Notes; (v) if any of the property or assets of the Company or any of its Subsidiaries would thereupon become subject to any Lien, the provisions of "-- Certain Covenants -- LIMITATION ON LIENS" are complied with; and (vi) the Company shall have delivered, or caused to be delivered, to the Trustee with respect to the Senior Note Indentures, in form and substance satisfactory to such Trustee, an officers' certificate and an opinion of counsel, each to the effect that such consolidation, merger, sale, assignment, conveyance, transfer, lease or other transaction and the supplemental indenture in respect thereto comply with the provisions described herein and that all conditions precedent herein provided for relating to such transaction have been complied with. In the event of any consolidation, merger, sale, assignment, conveyance, transfer, lease or other transaction described in, and complying with, the condition listed in the immediately preceding paragraph in which the Company is not the continuing corporation, the successor Person formed or remaining shall succeed to, and be substituted for, and may exercise every right and power of, the Company, as the case may be, and the Company shall be discharged from all obligations and covenants under the Senior Note Indentures and the Notes; PROVIDED that, in the case of a transfer by lease, the predecessor shall not be released from its obligations with respect to the payment of principal and interest on the Notes. (Section 801) EVENTS OF DEFAULT An Event of Default will occur under the Senior Note Indenture pursuant to which such Notes were issued if any of the following events occurs with respect to such Senior Note Indenture: (i) there shall be a default in the payment of any interest on such series of Notes issued under such Senior Note Indenture when such interest becomes due and payable, and continuance of such default for a period of 30 days; (ii) there shall be a default in the payment of the principal of (or premium, if any, on) any series of Notes issued under such Senior Note Indenture at its Stated Maturity; (iii) (A) there shall be a default in the performance, or breach, of any covenant or agreement of the Company or any Subsidiary Guarantor under such Senior Note Indenture (other than a default in the performance, or breach, of a covenant or agreement which is specifically dealt with in the immediately preceding clauses (i) or (ii) or in clauses (B) or (C) of this clause (iii) and such default or breach shall continue for a period of 30 days after written notice has been given, by certified mail, (x) to the Company by the applicable Trustee or (y) to the Company and the applicable Trustee by the holders of at least 25% in aggregate principal amount of the outstanding Notes of such series issued thereunder; (B) there shall be a default in the performance or breach of the provisions described in "-- Consolidation, Merger, Sale of Assets"; or (C) the Company shall have failed to make or consummate a Change of Control Offer in accordance with the provisions of "-- Certain Covenants -- PURCHASE OF NOTES UPON A CHANGE OF CONTROL"; 54 (iv) (A) any default in the payment of the principal of any Indebtedness shall have occurred under any agreements, indentures (including, with respect to any series of Notes issued under the Fixed Rate Note Indenture, any such default under the Floating Rate Note Indenture, and, with respect to the Floating Rate Notes, any such default under the Fixed Rate Note Indenture) or instruments under which the Company or any Subsidiary of the Company then has outstanding Indebtedness in excess of $50 million when the same shall become due and payable in full and such default shall have continued after any applicable grace period and shall not have been cured or waived or (B) an event of default as defined in any of the agreements, indentures or instruments described in clause (A) of this clause (iv) shall have occurred and the Indebtedness thereunder, if not already matured at its final maturity in accordance with its terms, shall have been accelerated; (v) any Person entitled to take the actions described below in this clause (v), after the occurrence of any event of default on Indebtedness in excess of $50 million in the aggregate of the Company or any Subsidiary, shall notify the applicable Trustee of the intended sale or disposition of any assets of the Company or any Subsidiary that have been pledged to or for the benefit of such Person to secure such Indebtedness or shall commence proceedings, or take any action (including by way of set-off) to retain in satisfaction of any Indebtedness, or to collect on, seize, dispose of or apply, any such assets of the Company or any Subsidiary (including funds on deposit or held pursuant to lock-box and other similar arrangements), pursuant to the terms of such Indebtedness or in accordance with applicable law; (vi) any Note Guarantee with respect to such Notes shall for any reason cease to be, or be asserted in writing by the Company, any Subsidiary Guarantor or any other Subsidiary of the Company, as applicable, not to be, in full force and effect, enforceable in accordance with its terms, except pursuant to the release of any such Note Guarantee in accordance with the applicable Senior Note Indenture; (vii) one or more judgments, orders or decrees for the payment of money in excess of $50 million (net of amounts covered by insurance, bond or similar instrument), either individually or in the aggregate, shall be entered against the Company or any Subsidiary of the Company or any of their respective properties and shall not be discharged and either (A) any creditor shall have commenced an enforcement proceeding upon such judgment, order or decree or (B) their shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal or otherwise, shall not be in effect; (viii) there shall have been the entry by a court of competent jurisdiction of (A) a decree or order for relief in respect of the Company or any Significant Subsidiary in an involuntary case or proceeding under any applicable Bankruptcy Law or (B) a decree or order adjudging the Company or any Significant Subsidiary bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or any Significant Subsidiary under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Significant Subsidiary or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and any such decree or order for relief shall continue to be in effect, or any such other decree or order shall be unstayed and in effect, for a period of 60 consecutive days; or (ix) (A) the Company or any Significant Subsidiary commences a voluntary case or proceeding under any applicable Bankruptcy Law or any other case or proceeding to be adjudicated bankrupt or insolvent, (B) the Company or any Significant Subsidiary consents to the entry of a decree or order for relief in respect of the Company or such Significant Subsidiary in an involuntary case or proceeding under any applicable Bankruptcy Law or to the commencement of any bankruptcy or insolvency case or proceeding against it, (C) the Company or any Significant Subsidiary files a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, (D) the Company or any Significant Subsidiary (x) consents to the filing of such petition or the appointment of, or taking possession by, a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or such Significant Subsidiary or of any substantial part of its property, (y) makes an 55 assignment for the benefit of creditors or (z) admits in writing its inability to pay its debts generally as they become due or (E) the Company or any Significant Subsidiary takes any corporate action in furtherance of any such actions in this clause (ix). If an Event of Default (other than as specified in clauses (viii) or (ix) of the immediately preceding paragraph) shall occur and be continuing with respect to any series of the Notes, the applicable Trustee, by notice to the Company, or the holders of at least 25% in aggregate principal amount then outstanding of such Notes, by notice to the applicable Trustee and to the Company, may declare such Notes due and payable immediately, upon which declaration, all amounts payable in respect of such Notes shall be immediately due and payable. If an Event of Default specified in clause (viii) or (ix) of the immediately preceding paragraph occurs and is continuing, then all of the outstanding Notes under each of the Senior Note Indentures shall IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of the Trustee thereunder or any holder of such Notes. After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the applicable Trustee, the holders of a majority in aggregate principal amount outstanding of any series of Notes, by written notice to the Company and such Trustee, may annul such declaration if (a) the Company has paid or deposited with such Trustee a sum sufficient to pay (i) all sums paid or advanced by such Trustee under the Fixed Rate Note Indenture, with respect to such series of Notes, or the Floating Rate Note Indenture, as the case may be, and the reasonable compensation, expenses, disbursements, and advances of such Trustee, its agents and counsel, (ii) all overdue interest on all of the Notes of such series, and (iii) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes of such series; and (b) all Events of Default, other than the non-payment of principal of such Notes which have become due solely by such declaration of acceleration, have been cured or waived. (Section 502) The holders of a majority in aggregate principal amount of the Fixed Rate Notes and the Floating Rate Notes outstanding, respectively, may, on behalf of the holders of all of such Notes, waive any past defaults under the Fixed Rate Note Indenture, or the Floating Rate Note Indenture, as the case may be, except a default in the payment of the principal of, premium, if any, or interest on any such Note, or in respect of a covenant or provision which under such Indenture cannot be modified or amended without the consent of the holder of each such outstanding Fixed Rate Note or Floating Rate Note. (Section 513) The Company is also required to notify the Trustee within ten days of the occurrence of any Default. (Section 515) The Trust Indenture Act contains limitations on the rights of the Trustee, acting as trustee with respect to each series of Notes, should it become a creditor of the Company or any Subsidiary Guarantor, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claims, as security or otherwise. Such Trustee is permitted to engage in other transactions, PROVIDED that if it acquires any conflicting interest it must eliminate such conflict upon the occurrence of an Event of Default or else resign. DEFEASANCE OR COVENANT DEFEASANCE OF INDENTURE The Company may, at its option and at any time, elect to have the obligations of the Company and any Subsidiary Guarantor discharged with respect to any Notes issued under either Senior Note Indenture ("defeasance"). (Section 1301) Such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such outstanding Notes, except for (i) the rights of holders of such outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due or on the redemption date with respect to such Notes, as the case may be, (ii) the Company's obligations with respect to such Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes, and the maintenance of an office or agency for payment and money for security payments held in trust, (iii) the rights, powers, trusts, duties and immunities of the applicable Trustee, and (iv) the defeasance provisions of the applicable Indenture. (Section 1302) In addition, the Company may, at its option and at any time, elect to have the obligations of 56 the Company released with respect to certain covenants that are described in the Senior Note Indentures ("covenant defeasance") and thereafter any omission to comply with such obligations shall not constitute a Default or an Event of Default with respect to such Notes. In the event covenant defeasance occurs, certain events, (not including non-payment, enforceability of any Note Guarantee, bankruptcy and insolvency events) described under "-- Events of Default" will no longer constitute an Event of Default with respect to such series of Notes. (Sections 1303 and 1304) In order to exercise either defeasance or covenant defeasance with respect to a series of Notes, (i) the Company must irrevocably deposit with the applicable Trustee, in trust, for the benefit of the holders of such series of Notes, cash in United States dollars, U.S. Government Obligations (as defined in the Senior Note Indentures), or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay and discharge the principal of, premium, if any, and interest on the outstanding Notes of such series on the Stated Maturity thereof or on an optional redemption date (such date being referred to as the "Defeasance Redemption Date"), as the case may be, if in the case of a Defeasance Redemption Date prior to electing to exercise either defeasance or covenant defeasance, the Company has delivered to the applicable Trustee an irrevocable notice to redeem all of the outstanding Notes of such series on such Defeasance Redemption Date; (ii) in the case of defeasance, the Company shall have delivered to the applicable Trustee an opinion of independent counsel in the United States stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of the Senior Note Indentures, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel in the United States shall confirm that, the holders of the outstanding Notes of such series will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; (iii) in the case of covenant defeasance, the Company shall have delivered to the applicable Trustee an opinion of independent counsel in the United States to the effect that the holders of the outstanding Notes of such series will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; (iv) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as clause (viii) and (ix) under the first paragraph under "-- Events of Default" are concerned, at any time during the period ending on the 91st day after the date of deposit; (v) such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, the Senior Note Indentures or any other material agreement or instrument to which the Company or any Note Guarantor is a party or by which it is bound; (vi) the Company shall have delivered to the applicable Trustee an officers' certificate stating that the deposit was not made by the Company with the intent of preferring the holders of the Notes of such series or any Note Guarantor over the other creditors of the Company or any Note Guarantor or with the intent of defecting, hindering, delaying or defrauding creditors of the Company, any Note Guarantor or others; and (vii) the Company shall have delivered to the applicable Trustee an officers' certificate stating that all conditions precedent provided for relating to either the defeasance or the covenant defeasance, as the case may be, have been complied with. (Section 1304) SATISFACTION AND DISCHARGE Each Indenture shall cease to be of further effect (except as surviving rights of registration of transfer or exchange of the Notes issued thereunder, as expressly provided for in each Indenture) as to all outstanding Notes of each series issued thereunder when (i) either (A) all the Notes of each series issued thereunder and theretofore authenticated and delivered (except lost, stolen or destroyed Notes of such series which have been replaced or paid and Notes of such series for whose payment funds have been deposited in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the applicable Trustee for cancellation or (B) all Notes of each series issued thereunder and not theretofore delivered to the applicable Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year, and either the Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with such Trustee funds in an amount sufficient to pay 57 and discharge the entire indebtedness on the Notes of each series issued thereunder and not theretofore delivered to such Trustee for cancellation, for principal of, premium, if any, and interest to the date of deposit; (ii) the Company or any Subsidiary Guarantor has paid all other sums payable under the applicable Indenture by the Company and any Subsidiary Guarantor; and (iii) the Company has delivered to the applicable Trustee an officers' certificate and an opinion of counsel each stating that all conditions precedent under such Indenture relating to the satisfaction and discharge of such Indenture have been complied with and that such satisfaction and discharge will not result in a breach or violation of, or constitute a default under, the Senior Note Indentures or any other material agreement or instrument to which the Company or any Subsidiary Guarantor is a party or by which it is bound. (Section 401) MODIFICATION AND AMENDMENTS Modifications and amendments of the Senior Note Indentures may be made by the Company, the Subsidiary Guarantors and the applicable Trustee with the consent of the holders of a majority in aggregate outstanding principal amount of each series of Notes issued thereunder; PROVIDED, HOWEVER, that no such modification or amendment may, without the consent of the holder of each outstanding Note of each series affected thereby; (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note issued thereunder or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof; (ii) amend, change or modify the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or modify any of the provisions or definitions with respect thereto; (iii) reduce the percentage in principal amount of outstanding Notes issued under a Senior Note Indenture, the consent of whose holders is required for any modification or amendment to such Senior Note Indenture, or the consent of whose holders is required for any waiver thereof; (iv) modify any of the provisions relating to supplemental indentures requiring the consent of holders or relating to the waiver of past defaults or relating to the waiver of certain covenants, except to increase the percentage of outstanding Notes issued thereunder required for such actions or to provide that certain other provisions of such Senior Note Indenture cannot be modified or waived without the consent of the holder of each Note affected thereby; (v) except as otherwise permitted under "-- Consolidation, Merger, Sale of Assets," consent to the assignment or transfer by the Company or any Subsidiary Guarantor of any of its rights and obligations under such Senior Note Indenture; or (vi) amend or modify any of the provisions of such Indenture in any manner which subordinates the Notes issued thereunder in right of payment to other Indebtedness of the Company or which subordinates any Note Guarantee in right of payment to other Indebtedness of the Subsidiary Guarantor issuing such Guarantee. (Sections 901 and 902) The holders of a majority in aggregate principal amount of the Notes issued under a Senior Note Indenture and outstanding may waive compliance with certain restrictive covenants and provisions of such Senior Note Indenture. (Section 1015) CERTAIN DEFINITIONS "Acquired Indebtedness" means Indebtedness of a Person (i) existing at the time such Person becomes a Subsidiary or (ii) assumed in connection with the acquisition of assets from such Person, in each case, other than Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or such acquisition. "Affiliate" means, with respect to any specified Person, (i) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person or (ii) any other Person that owns, directly or indirectly, 5% or more of such Person's Capital Stock or any executive officer or director of any such specified Person. For the purposes of this definition, "control", when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through ownership of Voting Stock, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. 58 "Average Life to Stated Maturity" means, as of the date of determination with respect to any Indebtedness, the quotient obtained by dividing (i) the sum of the products of (A) the number of years from the date of determination to the date or dates of each successive scheduled principal payment of such Indebtedness multiplied by (B) the amount of each such principal payment by (ii) the sum of all such principal payments. "Bankruptcy Law" means Title 11, United States Bankruptcy Code of 1978, as amended, or any similar United States federal or state law relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or relief of debtors or any amendment to, succession to or change in any such law. "Banks" means the banks and other financial institutions from time to time that are lenders under the Credit Agreement. "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in the City of New York are authorized or obligated by law or executive order to close. "Capital Lease Obligation" of any Person means any obligations of such Person and its Subsidiaries on a Consolidated basis under any capital lease of real or personal property which, in accordance with GAAP, has been recorded as a capitalized lease obligation. "Capital Stock" of any Person means any and all shares, interest, partnership interests, participations or other equivalents (however designated) of such Person's capital stock whether now outstanding or issued after the date of the Senior Note Indentures, including, without limitation, all common stock and preferred stock. "Change of Control" means the occurrence of any of the following events: (i) any "person" or "group" (as such terms are used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have beneficial ownership of all shares that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total outstanding Voting Stock of the Company; (ii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Company (together with any new directors whose election to such Board of Directors, or whose nomination for election by the stockholders of the Company, was approved by a vote of 66 2/3% of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of such Board of Directors then in office; (iii) the Company consolidates with or merges with or into any Person or conveys, transfers, leases or otherwise disposes of all or substantially all of its assets to any Person, or any Person consolidates with or merges into or with the Company, in any such event pursuant to a transaction in which the outstanding Voting Stock of the Company is changed into or exchanged for cash, securities or other property, other than any such transaction where the outstanding Voting Stock of the Company is not changed or exchanged at all (except to the extent necessary to reflect a change in the jurisdiction of incorporation of the Company) or where (A) the outstanding Voting Stock of the Company is changed into or exchanged for (x) Voting Stock of the surviving corporation which is not Redeemable Capital Stock or (y) cash, securities or other property (other than Capital Stock of the surviving corporation) in an amount which could be paid by the Company as a Restricted Payment as described under "-- Certain Covenants -- LIMITATION ON RESTRICTED PAYMENTS" (and such amount shall be treated as a Restricted Payment subject to the provisions in the Indenture described under "-- Certain Covenants -- LIMITATION ON RESTRICTED PAYMENTS") and (B) immediately after such transaction no "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have beneficial ownership of all shares that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total outstanding Voting Stock of the surviving corporation; or (iv) the Company is liquidated or dissolved or adopts a plan of liquidation or dissolution other than in a transaction which complies with the provisions described under "-- Consolidation, Merger, Sale of Assets." 59 "Commission" means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or if at any time after the execution of the Senior Note Indentures such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. "Consolidated" means, with respect to any Person, the consolidation of the accounts of such Person and each of its subsidiaries if and to the extent the accounts of such Person and each of its subsidiaries would normally be consolidated with those of such Person, all in accordance with GAAP consistently applied. "Consolidated Fixed Charge Coverage Ratio" of the Company means, for any period, the ratio of (a) the sum of Consolidated Net Income, Consolidated Interest Expense, Consolidated Income Tax Expense and Consolidated Non-Cash Charges deducted in computing Consolidated Net Income, in each case, for such period, of the Company and its Subsidiaries on a Consolidated basis, all determined in accordance with GAAP to (b) Consolidated Interest Expense for such period; PROVIDED that (i) in making such computation, the Consolidated Interest Expense attributable to interest on any Indebtedness computed on a PRO FORMA basis and (A) bearing a floating interest rate shall be computed as if the rate in effect on the date of computation and been the applicable rate for the entire period and (B) which was not outstanding during the period for which the computation is being made but which bears, at the option of the Company, a fixed or floating rate of interest, shall be computed by applying, at the option of the Company, either the fixed or floating rate and (ii) in making such computation, Consolidated Interest Expense attributable to interest on any Indebtedness under a revolving credit facility computed on a PRO FORMA basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. "Consolidated Income Tax Expense" means for any period the provision for federal, state, local and foreign income taxes of the Company and its Subsidiaries for such period as determined on a Consolidated basis in accordance with GAAP. "Consolidated Interest Expense" means, without duplication, for any period, the sum of (A) the interest expense of the Company and its Subsidiaries for such period, as determined on a Consolidated basis in accordance with GAAP including, without limitation, (i) amortization of debt discount, (ii) the net cost under Interest Rate Agreements (including amortization of discount), (iii) the interest portion of any deferred payment obligation and (iv) accrued interest, plus (B) the aggregate amount for such period of dividends on any Redeemable Capital Stock or Preferred Stock of the Company and its Subsidiaries, (C) the interest component of the Capital Lease Obligations paid, accrued and/or scheduled to paid, or accrued by such Person during such period and (D) all capitalized interest of the Company and its Consolidated Subsidiaries, in such case as determined in accordance with GAAP. "Consolidated Net Income" means, for any period, the Consolidated net income (or loss) of the Company and its Subsidiaries for such period as determined on a Consolidated basis in accordance with GAAP, adjusted, to the extent included in calculating such net income (loss), by excluding, without duplication, (i) any net after-tax extraordinary gains or losses (less all fees and expenses relating thereto), (ii) the facilities consolidation and restructuring charge reflected in the Company's Consolidated statement of earnings for the year ended December 25, 1993; (iii) the portion of net income (or loss) of the Company and its Consolidated Subsidiaries allocable to minority interests in unconsolidated Persons to the extent that cash dividends or distributions have not actually been received by the Company or any Subsidiary; (iv) net income (or loss) of any Person combined with the Company or any Subsidiary on a "pooling of interests" basis attributable to any period prior to the date of combination and (v) net gains or losses (less all fees and expenses relating thereto) in respect of dispositions of assets other than in the ordinary course of business and (vi) the net income of any Subsidiary to the extent that the declaration of dividends or similar distributions by that Subsidiary of that income is not at the time permitted, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary or its shareholders. "Consolidated Net Tangible Assets" means the total of all the assets appearing on the Consolidated balance sheet of the Company and its majority or Wholly Owned Subsidiaries less the following: (1) current liabilities; (2) reserves for depreciation and other asset valuation reserves; (3) intangible assets including, 60 without limitation, items such as goodwill, trademarks, trade names, patents and unamortized debt discount and expense; and (4) appropriate adjustments on account of minority interests of other Persons holding stock in any majority-owned Subsidiary of the Company. "Consolidated Non-Cash Charges" means, for any period, the aggregate depreciation, amortization and other non-cash charges of the Company and its Consolidated Subsidiaries for such period, as determined on a Consolidated basis in accordance with GAAP (excluding any non-cash charge which requires an accrual or reserve for cash charges for any future period). "Credit Agreement" means the Credit Agreement, dated as of July 19, 1994, among the Company, the Banks, the Agents listed therein and Morgan Guaranty Trust Company of New York, as Managing Agent, as such agreement may be amended, renewed, extended, substituted, refinanced, restructured, replaced, supplemented or otherwise modified from time to time (including, without limitation, any successive renewals, extensions, substitutions, refinancings, restructurings, replacements, supplementations or other modifications of the foregoing). "Currency Agreements" means any spot or forward foreign exchange agreements and currency swap, currency option or other similar financial agreements or arrangements entered into by the Company or any of its Subsidiaries in the ordinary course of business and designed to protect against or manage exposure to fluctuations in foreign currency exchange rates. "Default" means any event which is, or after notice or passage of any time or both would be, an Event of Default. "Equity Store" means a Person in which the Company or any of its Subsidiaries has invested capital or to which it has made loans in accordance with the business practice of the Company and its Subsidiaries of making equity investments in Persons, and making or guaranteeing loans to such Persons, for the purpose of assisting such Person in acquiring, remodeling, refurbishing, expanding or operating one or more retail grocery stores and pursuant to which such Person is permitted or required to reduce the Company's or the Subsidiary's equity interest to a minority position over time (usually five to ten years). "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Generally Accepted Accounting Principals" or "GAAP" means generally accepted accounting principles in the United States, as applied from time to time by the Company in the preparation of its consolidated financial statements. "Guaranteed Debt" means with respect to any Person, without duplication, all Indebtedness of any other Person referred to in the definition of Indebtedness contained herein guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement (i) to pay or purchase such Indebtedness or to advance or supply funds for the payment or purchase of such Indebtedness, (ii) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness against loss, (ii) to supply funds to, or in any other manner invest in, the debtor (including any agreement to pay for property or services without requiring that such property be received or such services be rendered), (iv) to maintain working capital or equity capital of the debtor, or otherwise to maintain the net worth, solvency or other financial condition of the debtor or (v) otherwise to assure a creditor against loss, PROVIDED that the term "guarantee" shall not include endorsements for collection or deposit, in either case in the ordinary course of business. "Indebtedness" means, with respect to any Person, without duplication, (i) all liabilities of such Person for borrowed money (including overdrafts) or for the deferred purchase price of property or services, excluding any trade payables and other accrued current liabilities arising in the ordinary course of business, but including, without limitation, all obligations, contingent or otherwise, of such Person in connection with any letters of credit and acceptances issued under letter of credit facilities, acceptance facilities or other similar facilities, (ii) all obligations of such Person evidenced by bonds, notes, debentures or other similar instruments, (iii) all indebtedness of such Person created or arising under any conditioned sale or other title 61 retention agreement with respect to property acquired by such Person (even if the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), but excluding trade payables arising in the ordinary course of business, (iv) all Capital Lease Obligations of such Person, (v) all obligations under Interest Rate Agreements or Currency Agreements of such Person, (vi) Indebtedness referred to in clauses (i) through (v) above of other Persons and all dividends of other Persons, the payment of which is secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien, upon or with respect to property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness, (vii) all Guaranteed Debt of such Person, (viii) all Redeemable Capital Stock valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid dividends, and (ix) any amendment, supplement, modification, deferral, renewal, extension, refunding or refinancing of any liability of the types referred to in clauses (i) through (viii) above. For purposes hereof, the "maximum fixed repurchase price" of any Redeemable Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with terms of such Redeemable Capital Stock as if such Redeemable Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Redeemable Capital Stock, such fair market value is to be determined in good faith by the Board of Directors of the issuer of such Redeemable Capital Stock. "Interest Rate Agreements" means any interest rate protection agreements and other types of interest rate hedging agreements (including, without limitation, interest rate swaps, caps, floors, collars and similar agreements) designed to protect against or manage exposure to fluctuations in interest rates in respect of Indebtedness. "Investment" means, with respect to any Person, directly or indirectly, any advance (other than advances to customers in the ordinary course of business, which are recorded as accounts receivable on the balance sheet of the Company and its Subsidiaries), loan or other extension of credit or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase, acquisitions or ownership by such Person of any Capital Stock, bonds, notes, debentures or other securities or assets issued or owned by any other Person. "Lien" means any mortgage, charge, pledge, lien (statutory or otherwise), privilege, security interest, hypothecation or other encumbrance upon or with respect to any property of any kind, real or personal, movable or immovable, now owned or hereafter acquired. "Maturity" when used with respect to the Notes means the date on which the principal of the Notes becomes due and payable as therein provided or as provided in the Indenture pursuant to which such Notes were issued, whether at Stated Maturity, purchase upon Change in Control or redemption date, and whether by declaration of acceleration, Change in Control, call for redemption or purchase or otherwise. "Moody's" means Moody's Investors Service, Inc. or any successor rating agency. "Note Guarantee" means any guarantee by a Subsidiary Guarantor of the Company's obligations under the Fixed Rate Note Indenture or the Floating Rate Note Indenture. "Permitted Indebtedness" means any of the following Indebtedness of the Company or any Subsidiary, as the case may be: (i) Indebtedness of the Company and guarantees of the Subsidiary Guarantors under the Credit Agreement (including Indebtedness of the Company under Tranche A of the Credit Agreement to the extent that the aggregate commitment thereunder does not exceed $900 million, the maximum aggregate commitment for such facility on the date of the Senior Note Indentures, and any guarantees with respect thereto outstanding on the date of the Senior Note Indentures and any additional guarantees executed in connection therewith) in an aggregate principal amount at any one time outstanding not to exceed $1.7 billion, less mandatory repayments actually made in respect of any term Indebtedness thereunder; 62 (ii) Indebtedness of the Company evidenced by the Fixed Rate Notes and the Note Guarantees with respect thereto under the Fixed Rate Note Indenture; (iii) Indebtedness of the Company evidenced by the Floating Rate Notes and the Note Guarantees with respect thereto under the Floating Rate Note Indenture; (iv) Indebtedness of the Company or any Subsidiary outstanding on the date of the Senior Note Indentures and listed on a schedule thereto; (v) obligations of the Company or any Subsidiary entered into in the ordinary course of business (a) pursuant to Interest Rate Agreements, which obligations do not exceed the aggregate notional principal amount of such Indebtedness to which such Interest Rate Agreements relate, or (b) under any Currency Agreements which, if related to Indebtedness, do not increase the amount of such Indebtedness other than as a result of foreign exchange fluctuations; (vi) Indebtedness of the Company owing to a Wholly Owned Subsidiary or of any Subsidiary owing to the Company or any Wholly Owned Subsidiary; PROVIDED that any disposition, pledge or transfer of any such Indebtedness to a Person (other than the Company or another Wholly Owned Subsidiary) shall be deemed to be an incurrence of such Indebtedness by the Company or Subsidiary, as the case may be, not permitted by this clause (vi); (vii) Indebtedness in respect of letters of credit, surety bonds and performance bonds provided in the ordinary course of business; (viii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar investment inadvertently drawn against insufficient funds in the ordinary course of business; PROVIDED that such Indebtedness is extinguished within five business days of its incurrence; (ix) Indebtedness of the Company or any Subsidiary consisting of guarantees, indemnities or obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets; (x) Indebtedness of the Company and its Subsidiaries in addition to that described in clauses (i) through (ix) of this definition of "Permitted Indebtedness," together with any other outstanding Indebtedness incurred pursuant to this clause (x), not to exceed $100 million at any time outstanding in the aggregate; and (xi) any renewals, extensions, substitutions, refundings, refinancings or replacements (each, a "refinancing") of any Indebtedness described in clauses (ii), (iii) and (iv) of this definition of "Permitted Indebtedness," including any successive refinancings, so long as (A) the aggregate principal amount of Indebtedness represented thereby is not increased by such refinancing to an amount greater than such principal amount plus the lesser of (x) the stated amount of any premium or other payment required to be paid in connection with such a refinancing pursuant to the terms of the Indebtedness being refinanced or (y) the amount of premium or other payment actually paid at such time to refinance the Indebtedness, plus, in either case, the amount of expenses of the Company or Subsidiary, as the case may be, incurred in connection with such refinancing and (B) such refinancing does not reduce the Average Life to Stated Maturity or the Stated Maturity of such Indebtedness. "Permitted Investment" means (1) Investment in any Wholly Owned Subsidiary or any Investment in any Person by the Company or any Wholly Owned Subsidiary as a result of which such Person becomes a Wholly Owned Subsidiary or any Investment in the Company by a Wholly Owned Subsidiary; (ii) intercompany Indebtedness to the extent permitted under clause (vi) of the definition of "Permitted Indebtedness"; (iii) Temporary Cash Investments; (iv) sales of goods on trade credit terms consistent with the Company's past practices or otherwise consistent with trade credit terms in common use in the industry; and (v) Investments in existence on the date of the Indenture. "Permitted Liens" means, with respect to any Person: (a) any Lien existing as of the date of the Senior Note Indenture; 63 (b) any Lien arising by reason of (1) any judgment, decree or order of any court, so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree or order shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired; (2) taxes, assessments, governmental charges or levies not yet delinquent or which are being contested in good faith; (3) security for payment of workers' compensation or other insurance; (4) security for the performance of tenders, leases (including, without limitation, statutory and common law landlord's liens) and contracts (other than contracts for the payment of money); (5) zoning restrictions, easements, licenses, reservations, title defects, rights of others for rights of way, utilities, sewers, electric lines, telephone or telegraph lines, and other similar purposes, provisions, covenants, conditions, waivers and restrictions on the use of property or minor irregularities of title (and with respect to leasehold interests, mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under a landlord or owner of the leased property, with or without consent of the lessee), none of which materially impairs the use of any parcel of property material to the operation of the business of the Company or any Subsidiary or the value of such property for the purpose of such business; (6) deposits to secure public or statutory obligations; (7) operation of law in favor of growers, dealers and suppliers of fresh fruits and vegetables, carriers, mechanics, materialmen, laborers, employees or suppliers, incurred in the ordinary course of business for sums which are not yet delinquent or are being contested in good faith by negotiations or by appropriate proceedings which suspend the collection thereof; (8) the grant by the Company to licensees, pursuant to security agreements, of security interest in trademarks and goodwill, patents and trade secrets of the Company to secure the damages, if any, of such licensees, resulting from the rejection of the license of such licensees in a bankruptcy, reorganization or similar proceeding with respect to the Company; or (9) security for surety or appeal bonds; (c) any extension, renewal, refinancing or replacement of any Lien on property of the Company or any Subsidiary existing as of the date of the Senior Note Indenture and securing the Indebtedness under the Credit Agreement in an aggregate principal amount not to exceed the principal amount of the Indebtedness outstanding as permitted by clause (i) of the definition of "Permitted Indebtedness" so long as no additional collateral is granted as security thereby; PROVIDED that this clause (c) shall not apply to any Lien on such property that has not been subject to a Lien for 30 days; (d) any Lien on any property or assets of a Subsidiary in favor of the Company or any Wholly Owned Subsidiary; (e) any Lien securing Acquired Indebtedness created prior to (and not created in connection with, or in contemplation of) the incurrence of such Indebtedness by the Company or any Subsidiary; PROVIDED that such Lien does not extend to any assets of the Company or any Subsidiary other than the assets acquired in the transaction resulting in such Acquired Indebtedness being incurred by the Company or Subsidiary, as the case may be; (f) any Lien to secure the performance of bids, trade contracts, letters of credit and other obligations of a like nature and incurred in the ordinary course of business of the Company or any Subsidiary; (g) any Lien securing any Interest Rate Agreements or Currency Agreements permitted to be incurred pursuant to clause (v) of the definition of "Permitted Indebtedness" or any collateral for the Indebtedness to which such Interest Rate Agreements or Currency Agreements relate; (h) any Lien securing the Notes; (i) any Lien on an asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset; PROVIDED that such Lien attaches to such asset concurrently or within 180 days after the acquisition or completion of construction thereof; and (j) any extension, renewal, refinancing or replacement, in whole or in part, of any Lien described in the foregoing clause (a) so long as no additional collateral is granted as security thereby. 64 "Person" means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. "Preferred Stock" means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated) of such Person's preferred stock whether now outstanding, or issued after the date of the Indenture, and including, without limitation, all classes and series of preferred or preference stock of such Person. "Principal Property" means any manufacturing or processing plant, office facility, retail store (other than an Equity Store), warehouse or distribution center, including, in each case, the fixtures appurtenant thereto, located within the continental United States and owned and operated now or hereafter by the Company or any Subsidiary and having a book value on the date as of which the determination is being made of more than 2% of Consolidated Net Tangible Assets. "Public Equity Offering" means a primary public offering of equity securities of the Company, pursuant to an effective registration statement under the Securities Act with net cash proceeds of at least $50 million. "Qualified Capital Stock" of any Person means any and all Capital Stock of such Person other than Redeemable Capital Stock. "Redeemable Capital Stock" means any Capital Stock that, either by its terms or by the terms of any security into which it is convertible or exchangeable or otherwise, is, or upon the happening of an event or passage of time would be, required to be redeemed prior to any Stated Maturity of the principal of the Notes or is redeemable at the option of the holder thereof at any time prior to any such Stated Maturity, or is convertible into or exchangeable for debt securities at any time prior to any such Stated Maturity at the option of the holder thereof. ' "Securities Act" means the Securities Act of 1933, as amended. "Senior Indebtedness" means Indebtedness of the Company other than Subordinated Indebtedness. "Significant Subsidiary" of the Company means any Subsidiary of the Company that is a "significant subsidiary" as defined in Rule 1.02(v) of Regulation S-X under the Securities Act. "S&P" means Standard & Poor's Ratings Group, a division of McGraw Hill Inc., a New York corporation, or any successor rating agency. "Stated Maturity" when used with respect to any Indebtedness or any installment of interest thereon means the dates specified in such Indebtedness as the fixed date on which the principal of or premiums on such Indebtedness or such installment of interest is due and payable. "Subordinated Indebtedness" means Indebtedness of the Company subordinated in right of payment to the Notes. "Subsidiary" means any Person a majority of the equity ownership or the Voting Stock of which is at the time owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. "Subsidiary Guarantor" means, in each case as applicable, any Person that is required pursuant to the "Additional Guarantees" covenant, on or after the date of the applicable Indenture, to execute a Note Guarantee of the Fixed Rate Notes pursuant to the Fixed Rate Note Indenture or a Note Guarantee of the Floating Rate Notes pursuant to the Floating Rate Note Indenture, as the case may be, until a successor replaces any such party pursuant to the applicable provisions of the applicable Indenture and, thereafter, shall mean such successor, and, in the case of each such Indenture, the following Subsidiaries of the Company: 109 West Main Street, Inc., 121 East Main Street, Inc., 27 Slayton Avenue, Inc., 29 Super Market, Inc., 35 Church Street, Inc., ATI, Inc., Badger Markets, Inc., Baker's Supermarkets, Inc., Ball Motor Service, Inc., Big W of Florida, Inc., Boogaart Stores of Nebraska, Inc., Central Park Super Duper, Inc., Commercial Cold/Dry Storage Company, D.L. Food Stores, Inc., Del-Arrow Super Duper, Inc., Festival Foods, Inc., Fleming Direct Sales Corporation, Fleming Foods East, Inc., Fleming Foods of Texas, Inc., Fleming Foods of Tennessee, Inc., Fleming Foods of Virginia, Inc., Fleming Foods of Alabama, Inc., Fleming Foods of Ohio, 65 Inc., Fleming Foods South, Inc., Fleming Foods West, Inc., Fleming Foreign Sales Corporation, Fleming Franchising, Inc., Fleming Holdings, Inc., Fleming International Ltd., Fleming Site Media, Inc., Fleming Supermarkets of Florida, Inc., Fleming Technology Leasing Company, Inc., Fleming Transportation Service, Inc., Food Brands, Inc., Food Holdings, Inc., Food Saver of Iowa, Inc., Food-4-Less, Inc., Gateway Development Co., Inc., Gateway Food Distributors, Inc., Gateway Foods, Inc., Gateway Foods of Altoona, Inc., Gateway Foods of Pennsylvania, Inc., Gateway Foods of Twin Ports, Inc., Gateway Food Service Corporation, Grand Central Leasing Corporation, Great Bend Supermarkets, Inc., Hub City Transportation, Inc., Kensington and Harlem, Inc., Ladysmith East IGA, Inc., Ladysmith IGA, Inc., Lake Markets, Inc., LAS, Inc., M&H Desoto, Inc., M&H Financial Corp., M&H Realty Corp., Malone & Hyde of Lafayette, Inc., Malone & Hyde, Inc., Manitowoc IGA, Inc., Moberly Foods, Inc., Mt. Morris Super Duper, Inc., Niagara Falls Super Duper, Inc., Northern Supermarkets of Oregon, Inc., Northgate Plaza, Inc., Peshtigo IGA, Inc., Piggly Wiggly Corporation, Quality Incentive Company, Inc., Rainbow Transportation Services, Inc., Richland Center IGA, Inc., Route 16, Inc., Route 219, Inc., Route 417, Inc., Scrivner, Inc., Scrivner of Alabama, Inc., Scrivner of Illinois, Inc., Scrivner of Iowa, Inc., Scrivner of Kansas, Inc., Scrivner of New York, Inc., Scrivner of North Carolina, Inc., Scrivner of Pennsylvania, Inc., Scrivner of Tennessee, Inc., Scrivner of Texas, Inc., Scrivner Super Stores of Illinois, Inc., Scrivner Super Stores of Iowa, Inc., Scrivner Transportation, Inc., Scrivner-Food Holdings, Inc., Sehon Foods, Inc., Selected Products, Inc., Sentry Markets, Inc., SmarTrans, Inc., South Ogden Super Duper, Inc., Southern Supermarkets, Inc. (TX), Southern Supermarkets, Inc. (OK), Southern Supermarkets of Louisiana, Inc., Star Groceries, Inc., Store Equipment, Inc., Sundries Service, Inc., Switzer Foods, Inc., Thompson Food Basket, Inc., and WPC, Inc. "Temporary Cash Investments" means (i) any evidence of Indebtedness issued by the United States, or an instrumentality or agency thereof, and guaranteed fully as to principal, premium, if any, and interest by the United States, (ii) any certificate of deposit issued by, or time deposit of, a financial institution that is a member of the Federal Reserve System having combined capital and surplus and undivided profits of not less than $500,000,000, whose debt has a rating, at the time of which any investment therein is made, of "A" (or higher) according to Moody's or "A" (or higher) according to S&P, (iii) commercial paper issued by a corporation (other than an Affiliate or Subsidiary of the Company) organized and existing under the laws of the United States with a rating, at the time as of which any investment therein is made, of "P-1" (or higher) according to Moody's or "A-1" (or higher) according to S&P, (iv) any money market deposit accounts issued or offered by a financial institution that is a member of the Federal Reserve System having capital and surplus in excess of $500,000,000, (v) short term tax-exempt bonds with a rating, at the time as of which any investment is made therein, of "Aa2" (or higher) according to Moody's or "AA" (or higher) according to S&P, (vi) shares in a mutual fund, the investment objectives and policies of which require it to invest substantially in the investments of the type described in clause (v) and (vii) repurchase and reverse repurchase obligations with the term of not more than seven days for underlying securities of the types described in clauses (i) and (ii) entered into with any financial institution meeting the qualifications specified in clause (ii); provided that in the case of clauses (i), (ii), (iii), (v), (vi) and (vii), such investment matures within one year from the date of acquisition thereof. "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended. "Voting Stock" means stock of the class or classes pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of a Person (irrespective of whether or not at the time stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency). "Wholly Owned Subsidiary" means a Subsidiary all the Capital Stock (other than directors' qualifying shares) of which is owned by the Company or another Wholly Owned Subsidiary. 66 UNDERWRITING Subject to the terms and conditions set forth in an underwriting agreement (the "Underwriting Agreement") between the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and J.P. Morgan Securities Inc. ("J.P. Morgan Securities" and together with Merrill Lynch, the "Underwriters"), the Company has agreed to sell to the Underwriters, and the Underwriters have severally agreed to purchase, the respective principal amounts of the Notes set forth after their names below. The Underwriting Agreement provides that the obligations of the Underwriters are subject to certain conditions precedent and that the Underwriters will be obligated to purchase all of the Notes if any are purchased.
PRINCIPAL AMOUNT PRINCIPAL AMOUNT OF OF FLOATING RATE UNDERWRITER FIXED RATE NOTES NOTES - ------------------------------------------------------------------------- ------------------ ------------------ Merrill Lynch, Pierce, Fenner & Smith Incorporated................................................... $ $ J.P. Morgan Securities Inc. ............................................. ------------------ ------------------ Total........................................................ $ 375,000,000 $ 125,000,000 ------------------ ------------------ ------------------ ------------------
The Underwriters have advised the Company that they propose initially to offer the Notes to the public at the public offering prices set forth on the cover page of this Prospectus, and to certain dealers at such prices less a concession not in excess of % of the principal amount of the Fixed Rate Notes and less a concession not in excess of % of the principal amount of the Floating Rate Notes. The Underwriters may allow, and such dealers may reallow, a discount not in excess of % of the principal amount of the Fixed Rate Notes and a discount not in excess of % of the principal amount of the Floating Rate Notes to certain other dealers. After the initial public offering, the public offering prices, concessions and discounts may be changed. There is no public trading market for the Notes, and the Company does not intend to apply for listing of the Notes on any securities exchange or any inter-dealer quotation system. The Company has been advised by the Underwriters that, following the completion of the initial offering of the Notes, the Underwriters presently intend to make a market in the Notes, although the Underwriters are under no obligation to do so and may discontinue any market making at any time without notice. No assurances can be given as to the liquidity of the trading markets for the Notes or that an active trading market for the Notes will develop. If active public trading markets for the Notes do not develop, the market prices and liquidity of the Notes may be adversely affected. The Company and the Subsidiary Guarantors have agreed to indemnify the Underwriters against certain liabilities, including civil liabilities under the Securities Act, or to contribute to payments which the Underwriters may be required to make in respect thereof. As further discussed in "Use of Proceeds," the Company intends to use the proceeds of the Offering to repay all obligations outstanding under Tranche B of the Credit Agreement. The offerings of the Fixed Rate Notes and the Floating Rate Notes, respectively, are not conditioned upon each other. If either such offering is not completed, a portion of Tranche B of the Credit Agreement will remain outstanding. The Underwriters have from time to time provided and may in the future provide investment banking and financial advisory services to the Company, and have received and may in the future receive customary fees for such services. Morgan Guaranty, an affiliate of J.P. Morgan Securities, has from time to time provided, and may in the future provide commercial banking services and financial advisory services for the Company and have received and may in the future receive customary fees for such services. Currently, Morgan Guaranty is the managing agent and a lender to the Company pursuant to the Credit Agreement. Because more than 10% of the net proceeds of the Offering, not including underwriting compensation, will be used to repay the Tranche B obligations under the Credit Agreement for the benefit of Morgan Guaranty, an affiliate of J.P. Morgan Securities, one of the Underwriters for the Offering, the Offering is being made pursuant to the provisions of Article III, Section 44(c)(8) of the Rules of Fair Practice of the National Association of Securities Dealers, Inc. In accordance with these provisions, Merrill Lynch is acting 67 as a "qualified independent underwriter", and the yield on the Fixed Rate Notes and Floating Rate Notes, respectively, offered hereby will be no lower than that recommended by Merrill Lynch. Merrill Lynch has also participated in the preparation of the Registration Statement of which this Prospectus is a part and has performed due diligence with respect thereto. LEGAL OPINIONS The validity of the Notes offered hereby will be passed upon for the Company by McAfee & Taft A Professional Corporation, Tenth Floor, Two Leadership Square, Oklahoma City, Oklahoma 73102, and for the Underwriters by Shearman & Sterling, 599 Lexington Avenue, New York, New York 10022. EXPERTS The consolidated financial statements and the related financial statement schedules as of December 25, 1993 and December 26, 1992 and for each of the three years in the period ended December 25, 1993 included and incorporated by reference in this Prospectus have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports, which are included and incorporated by reference herein, and have been so included and incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. The consolidated financial statements of Haniel Corporation included in or incorporated by reference in this Prospectus or the related Registration Statement, to the extent and for the periods indicated in their reports, have been audited by Arthur Andersen & Co., independent public accountants, and are included in reliance upon the authority of said firm as experts in accounting and auditing in giving said reports. 68 INDEX TO FINANCIAL STATEMENTS FLEMING COMPANIES, INC. AND SUBSIDIARIES Consolidated Condensed Statements of Earnings for the 28 weeks ended July 10, 1993 and July 9, 1994.................................................................... F-2 Consolidated Condensed Balance Sheets as of December 25, 1993 and July 9, 1994....... F-3 Consolidated Condensed Statements of Cash Flows for the 28 weeks ended July 10, 1993 and July 9, 1994.................................................................... F-4 Notes to Consolidated Condensed Financial Statements................................. F-5 Independent Auditors' Report......................................................... F-6 Consolidated Statements of Earnings for the three years in the period ended December 25, 1993............................................................................ F-7 Consolidated Balance Sheets as of December 26, 1992 and December 25, 1993............ F-8 Consolidated Statements of Shareholders' Equity for the three years in the period ended December 25, 1993............................................................. F-9 Consolidated Statements of Cash Flows for the three years in the period ended December 25, 1993................................................................... F-10 Notes to Consolidated Financial Statements........................................... F-11 HANIEL CORPORATION Report of Independent Public Accountants............................................. F-23 Consolidated Balance Sheets as of December 31, 1992 and 1993 and June 30, 1994....... F-24 Consolidated Statements of Income for the three years ended December 31, 1993 and the six months ended June 30, 1993 and 1994............................................. F-25 Consolidated Statements of Stockholder's Equity for the three years ended December 31, 1993 and the six months ended June 30, 1994..................................... F-26 Consolidated Statements of Cash Flows for the three years ended December 31, 1993 and the six months ended June 30, 1993 and 1994......................................... F-27 Notes to Consolidated Financial Statements........................................... F-28
GUARANTOR FINANCIAL STATEMENTS: The subsidiaries listed in the "Table of Additional Registrants" are joint and several guarantors for the obligations of the Company with respect to the Notes. Separate financial statements of the guarantors are not included herein because, in the aggregate, the net assets, earnings and equity of such guarantors constitute, together with those of Fleming, substantially all of the consolidated net assets, earnings and equity of the Company and its subsidiaries. F-1 FLEMING COMPANIES, INC. CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS FOR THE 28 WEEKS ENDED JULY 10, 1993, AND JULY 9, 1994 (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
YEAR TO DATE 1993 1994 - -------------------------------------------------------------------------------------- ------------ ------------ Net sales............................................................................. $ 7,009,549 $ 6,915,629 Costs and expenses: Cost of sales....................................................................... 6,590,632 6,476,997 Selling and administrative.......................................................... 292,259 345,692 Interest expense.................................................................... 41,285 38,194 Interest income..................................................................... (33,017) (28,064) Equity investment results........................................................... 2,872 5,897 Facilities consolidation............................................................ 6,500 -- ------------ ------------ Total costs and expenses.......................................................... 6,900,531 6,838,716 ------------ ------------ Earnings before taxes................................................................. 109,018 76,913 Taxes on income....................................................................... 44,807 33,919 ------------ ------------ Net earnings.......................................................................... $ 64,211 $ 42,994 ------------ ------------ ------------ ------------ Net earnings per share................................................................ $ 1.75 $ 1.16 Dividends paid per share.............................................................. $ .60 $ .60 Weighted average shares outstanding................................................... 36,747 37,149
Sales to customers accounted for under the equity method were approximately $839 million and $838 million in 1993 and 1994, respectively. See notes to consolidated condensed financial statements. F-2 FLEMING COMPANIES, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (IN THOUSANDS) ASSETS
DECEMBER 25, 1993 JULY 9, 1994 --------------- ------------ (UNAUDITED) Current assets: Cash and cash equivalents............................................................... $ 1,634 $ 6,689 Receivables............................................................................. 301,514 272,745 Inventories............................................................................. 923,280 804,583 Other current assets.................................................................... 134,229 97,582 --------------- ------------ Total current assets.................................................................. 1,360,657 1,181,599 Investments and notes receivable.......................................................... 309,237 344,450 Investment in direct financing leases..................................................... 235,263 236,958 Property and equipment.................................................................... 1,061,905 1,034,001 Less accumulated depreciation and amortization............................................ 426,846 416,110 --------------- ------------ Property and equipment, net............................................................... 635,059 617,891 Other assets.............................................................................. 90,633 106,478 Goodwill.................................................................................. 471,783 462,242 --------------- ------------ Total assets.............................................................................. $ 3,102,632 $ 2,949,618 --------------- ------------ --------------- ------------ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable........................................................................ $ 682,988 $ 706,412 Current maturities of long-term debt.................................................... 61,329 42,823 Current obligations under capital leases................................................ 13,172 14,167 Other current liabilities............................................................... 161,043 138,798 --------------- ------------ Total current liabilities........................................................... 918,532 902,200 Long-term debt............................................................................ 666,819 507,484 Long-term obligations under capital leases................................................ 337,009 349,588 Deferred income taxes..................................................................... 27,500 16,599 Other liabilities......................................................................... 92,366 88,318 Shareholders' equity: Common stock, $2.50 par value per share................................................. 92,350 93,208 Capital in excess of par value.......................................................... 489,044 491,574 Reinvested earnings..................................................................... 492,250 513,053 Cumulative currency translation adjustment.............................................. (288) (359) --------------- ------------ 1,073,356 1,097,476 Less guarantee of ESOP debt........................................................... 12,950 12,047 --------------- ------------ Total shareholders' equity.......................................................... 1,060,406 1,085,429 --------------- ------------ Total liabilities and shareholders' equity................................................ $ 3,102,632 $ 2,949,618 --------------- ------------ --------------- ------------
Receivables include $48 million and $43 million in 1993 and 1994, respectively, due from customers accounted for under the equity method. See notes to consolidated condensed financial statements. F-3 FLEMING COMPANIES, INC. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS FOR THE 28 WEEKS ENDED JULY 10, 1993, AND JULY 9, 1994 (IN THOUSANDS) (UNAUDITED)
1993 1994 ----------- ----------- Net cash provided by operating activities............................................... $ 130,064 $ 277,710 Cash flows from investing activities: Collections on notes receivable....................................................... 57,462 41,319 Notes receivable funded............................................................... (81,727) (66,677) Proceeds from sale of business........................................................ -- 6,682 Purchase of property and equipment.................................................... (23,136) (38,164) Proceeds from sale of property and equipment.......................................... 1,301 4,535 Investments in customers.............................................................. (26,057) (12,764) Proceeds from sale of investments..................................................... 5,566 4,082 Other investing activities............................................................ (607) (2,992) ----------- ----------- Net cash used in investing activities............................................... (67,198) (63,979) ----------- ----------- Cash flows from financing activities: Proceeds from long-term borrowings.................................................... 260,502 155,000 Principal payments on long-term debt.................................................. (290,857) (331,938) Principal payments on capital lease obligations....................................... (5,943) (6,629) Sale of common stock under incentive stock and stock ownership plans.................. 3,635 3,388 Dividends paid........................................................................ (22,039) (22,192) Other financing activities............................................................ (1,298) (6,305) ----------- ----------- Net cash used in financing activities............................................... (56,000) (208,676) ----------- ----------- Net increase in cash and cash equivalents............................................... 6,866 5,055 Cash and cash equivalents, beginning of period.......................................... 4,712 1,634 ----------- ----------- Cash and cash equivalents, end of period................................................ $ 11,578 $ 6,689 ----------- ----------- ----------- ----------- Supplemental information: Cash paid for interest................................................................ $ 41,614 $ 38,553 Cash paid for taxes................................................................... $ 53,558 $ 28,123 ----------- ----------- ----------- -----------
See notes to consolidated condensed financial statements. F-4 FLEMING COMPANIES, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 1. The consolidated condensed balance sheet as of July 9, 1994, and the consolidated condensed statements of earnings and cash flows for the 28-week period ended July 10, 1993, and July 9, 1994, have been prepared by the company, without audit. In the opinion of management, all adjustments necessary to present fairly the company's financial position at July 9, 1994, and the results of operations and cash flows for the periods presented have been made. All such adjustments are of a normal, recurring nature. Primary earnings per share are calculated using the weighted average shares outstanding. The impact of outstanding stock options on primary earnings per share is not material. 2. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and related notes included in the 1993 consolidated financial statements of Fleming included elsewhere in this Prospectus. 3. The LIFO method of inventory valuation is used for determining the cost of substantially all grocery and certain perishable inventories. The excess of current cost of LIFO inventories over their stated value was $12.5 million at December 25, 1993 and $10.1 million at July 9, 1994. 4. A subsidiary of the company has been named among numerous defendants in two suits filed in U.S. District Court in Miami in December 1993. The plaintiffs allege liability as a consequence of an alleged fraudulent scheme conducted by Premium Sales Corporation and others in which unspecified but large losses in the Premium-related entities occurred to the detriment of a purported class of investors which has brought one of the suits. The other suit is by the receiver/trustee of the estates of Premium and certain of its affiliated entities. Both actions are in their early procedural stages and the ultimate outcome cannot presently be determined. Accordingly, no provision for liability, if any, has been made in the accompanying financial statements. 5. On July 19, 1994, Fleming acquired Haniel Corporation, the parent of Scrivner, Inc. Fleming paid $388 million in cash for the stock of Haniel and agreed to refinance substantially all of Haniel's and Scrivner's pre-existing debt of approximately $680 million. The acquisition will be accounted for under the purchase method of accounting, and results of operations and the financial position of Scrivner will be reflected in the third quarter of 1994. F-5 To the Board of Directors and Shareholders Fleming Companies, Inc. We have audited the accompanying consolidated balance sheets of Fleming Companies, Inc. and subsidiaries as of December 26, 1992 and December 25, 1993, and the related consolidated statements of earnings, shareholders' equity, and cash flows for each of the three years in the period ended December 25, 1993. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Fleming Companies, Inc. and subsidiaries as of December 26, 1992 and December 25, 1993, and the results of their operations and their cash flows for each of the three years in the period ended December 25, 1993 in conformity with generally accepted accounting principles. DELOITTE & TOUCHE LLP Oklahoma City, Oklahoma February 10, 1994 F-6 FLEMING COMPANIES, INC. CONSOLIDATED STATEMENTS OF EARNINGS FOR THE YEARS ENDED DECEMBER 28, 1991, DECEMBER 26, 1992, AND DECEMBER 25, 1993 (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
1991 1992 1993 ------------- ------------- ------------- Net sales........................................................... $ 12,851,129 $ 12,893,534 $ 13,092,145 Costs and expenses: Cost of sales..................................................... 12,103,080 12,166,858 12,326,778 Selling and administrative........................................ 537,058 494,983 558,470 Interest expense.................................................. 93,353 81,102 78,029 Interest income................................................... (61,381) (59,477) (62,902) Equity investment results......................................... 7,690 15,127 11,865 Facilities consolidation and restructuring........................ 67,000 -- 107,827 ------------- ------------- ------------- Total costs and expenses........................................ 12,746,800 12,698,593 13,020,067 Earnings before taxes............................................... 104,329 194,941 72,078 Taxes on income..................................................... 39,964 76,037 34,598 ------------- ------------- ------------- Earnings before extraordinary loss and cumulative effect of accounting change.................................................. 64,365 118,904 37,480 Extraordinary loss from early retirement of debt.................... -- 5,864 2,308 Cumulative effect of change in accounting for postretirement health care benefits...................................................... 9,270 -- -- ------------- ------------- ------------- Net earnings........................................................ $ 55,095 $ 113,040 $ 35,172 ------------- ------------- ------------- ------------- ------------- ------------- Net earnings available to common shareholders....................... $ 51,955 $ 113,040 $ 35,172 ------------- ------------- ------------- ------------- ------------- ------------- Net earnings per common share: Primary before extraordinary loss and accounting change........... $ 1.82 $ 3.33 $ 1.02 Extraordinary loss................................................ -- .16 .06 Accounting change................................................. .28 -- -- ------------- ------------- ------------- Primary........................................................... $ 1.54 $ 3.16 $ .96 ------------- ------------- ------------- ------------- ------------- ------------- Fully diluted before extraordinary loss and accounting change..... $ 1.82 $ 3.21 $ 1.02 Extraordinary loss................................................ -- .15 .06 Accounting change................................................. .28 -- -- ------------- ------------- ------------- Fully diluted..................................................... $ 1.54 $ 3.06 $ .96 ------------- ------------- ------------- ------------- ------------- ------------- Weighted average common shares outstanding.......................... 33,651 35,759 36,801 ------------- ------------- ------------- ------------- ------------- -------------
Sales to customers accounted for under the equity method were approximately $1 billion, $1.3 billion and $1.6 billion in 1991, 1992 and 1993, respectively. See notes to consolidated financial statements. F-7 FLEMING COMPANIES, INC. CONSOLIDATED BALANCE SHEETS AT DECEMBER 26, 1992, AND DECEMBER 25, 1993 (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) ASSETS
1992 1993 ------------ ------------ Current assets: Cash and cash equivalents..................................................... $ 4,712 $ 1,634 Receivables................................................................... 349,324 301,514 Inventories................................................................... 959,134 923,280 Other current assets.......................................................... 90,040 134,229 ------------ ------------ Total current assets........................................................ 1,403,210 1,360,657 Investments and notes receivable................................................ 344,000 309,237 Investment in direct financing leases........................................... 213,956 235,263 Property and equipment: Land.......................................................................... 46,293 49,580 Buildings..................................................................... 251,320 268,317 Fixtures and equipment........................................................ 438,068 466,904 Leasehold improvements........................................................ 123,734 133,897 Leased assets under capital leases............................................ 152,737 143,207 ------------ ------------ 1,012,152 1,061,905 Less accumulated depreciation and amortization................................ 401,446 426,846 ------------ ------------ Net property and equipment.................................................. 610,706 635,059 Other assets.................................................................... 79,686 90,633 Goodwill........................................................................ 466,147 471,783 ------------ ------------ Total assets................................................................ $ 3,117,705 $ 3,102,632 ------------ ------------ ------------ ------------ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable.............................................................. $ 717,484 $ 682,988 Current maturities of long-term debt.......................................... 36,474 61,329 Current obligations under capital leases...................................... 10,927 13,172 Other current liabilities..................................................... 110,051 161,043 ------------ ------------ Total current liabilities................................................... 874,936 918,532 Long-term debt.................................................................. 735,565 666,819 Long-term obligations under capital leases...................................... 302,618 337,009 Deferred income taxes........................................................... 39,194 27,500 Other liabilities............................................................... 104,958 92,366 Shareholders' equity: Common stock, $2.50 par value, authorized--100,000 shares, issued and outstanding--36,698 and 36,940 shares........................................ 91,746 92,350 Capital in excess of par value................................................ 482,107 489,044 Reinvested earnings........................................................... 501,231 492,250 Cumulative currency translation adjustment.................................... -- (288) ------------ ------------ 1,075,084 1,073,356 Less guarantee of ESOP debt................................................. 14,650 12,950 ------------ ------------ Total shareholders' equity................................................ 1,060,434 1,060,406 ------------ ------------ Total liabilities and shareholders' equity...................................... $ 3,117,705 $ 3,102,632 ------------ ------------ ------------ ------------
Receivables include $48.9 million and $48.3 million in 1992 and 1993, respectively, due from customers accounted for under the equity method. See notes to consolidated financial statements. F-8 FLEMING COMPANIES, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 28, 1991, DECEMBER 26, 1992, AND DECEMBER 25, 1993 (IN THOUSANDS)
1991 1992 1993 --------------------- ----------------------- ----------------------- SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT --------- ---------- --------- ------------ --------- ------------ Preferred stock: Beginning of year......................... 50 $ 50,000 Redemption................................ (50) (50,000) --------- ---------- End of year............................... -- -- --------- ---------- --------- ---------- Common stock: Beginning of year......................... 30,548 76,369 35,433 $ 88,584 36,698 $ 91,746 Incentive stock and stock ownership plans.................................... 285 715 191 478 242 604 Stock issued for acquisition.............. -- -- 1,074 2,684 -- -- Stock offering............................ 4,600 11,500 -- -- -- -- --------- ---------- --------- ------------ --------- ------------ End of year............................... 35,433 88,584 36,698 91,746 36,940 92,350 --------- ---------- --------- ------------ --------- ------------ --------- --------- --------- Capital in excess of par value: Beginning of year......................... 287,665 445,501 482,107 Stock offering, net....................... 148,436 -- -- Incentive stock and stock ownership plans.................................... 9,400 5,165 6,937 Stock issued for acquisition.............. -- 31,441 -- ---------- ------------ ------------ End of year............................... 445,501 482,107 489,044 ---------- ------------ ------------ Reinvested earnings: Beginning of year......................... 418,085 431,120 501,231 Net earnings.............................. 55,095 113,040 35,172 Cash dividends: Common ($1.14 per share in 1991, $1.20 in 1992 and 1993)...................... (38,920) (42,929) (44,153) Preferred............................... (3,140) -- -- ---------- ------------ ------------ End of year............................... 431,120 501,231 492,250 ---------- ------------ ------------ Cumulative currency translation adjustment: Beginning of year......................... -- Currency translation adjustments.......... (288) ------------ End of year............................... (288) ------------ Guarantee of ESOP debt: Beginning of year......................... (17,665) (16,218) (14,650) Payments.................................. 1,447 1,568 1,700 ---------- ------------ ------------ End of year (16,218) (14,650) (12,950) ---------- ------------ ------------ Total shareholders' equity, end of year..... $ 948,987 $ 1,060,434 $ 1,060,406 ---------- ------------ ------------ ---------- ------------ ------------
See notes to consolidated financial statements. F-9 FLEMING COMPANIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 28, 1991, DECEMBER 26, 1992, AND DECEMBER 25, 1993 (IN THOUSANDS)
1991 1992 1993 ----------- ----------- ----------- Cash flows from operating activities: Net earnings............................................................. $ 55,095 $ 113,040 $ 35,172 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization.......................................... 91,252 93,827 101,103 Credit losses.......................................................... 17,281 28,258 52,018 Deferred income taxes.................................................. (34,158) 11,343 (24,471) Equity investment results.............................................. 7,690 15,128 11,865 Facilities consolidation and reserve activities, net................... 53,l50 (31,226) 87,211 Postretirement health care benefits.................................... 15,000 -- -- Change in assets and liabilities: Receivables.......................................................... (45,094) (75,924) (16,420) Inventories.......................................................... (74,500) (440) 58,625 Other assets......................................................... (31,124) (10,218) (48,984) Accounts payable..................................................... 37,166 (41,285) (38,472) Other liabilities.................................................... 4,251 (16,566) (10,883) Other adjustments, net................................................. (634) 3,918 1,779 ----------- ----------- ----------- Net cash provided by operating activities............................ 95,375 89,855 208,543 ----------- ----------- ----------- Cash flows from investing activities: Collections on notes receivable.......................................... 95,045 88,851 82,497 Notes receivable funded.................................................. (193,643) (168,814) (130,846) Notes receivable sold.................................................... 81,986 44,970 67,554 Purchase of property and equipment....................................... (67,295) (66,376) (55,554) Proceeds from sale of property and equipment............................. 4,748 3,603 2,955 Investments in customers................................................. (21,108) (17,315) (37,196) Businesses acquired...................................................... -- (8,233) (51,110) Proceeds from sale of investments........................................ 7,156 9,763 7,077 Other investing activities............................................... (8,428) (353) 197 ----------- ----------- ----------- Net cash used in investing activities.................................. (101,539) (113,904) (114,426) ----------- ----------- ----------- Cash flows from financing activities: Proceeds from long-term borrowings....................................... 353,381 462,726 331,502 Principal payments on long-term debt..................................... (432,364) (383,188) (373,693) Principal payments on capital lease obligations.......................... (11,565) (10,904) (11,316) Sale of common stock under incentive stock and stock ownership plans..... 8,870 5,653 7,541 Dividends paid........................................................... (41,979) (42,929) (44,153) Redemption of preferred stock............................................ (30,900) (19,100) -- Proceeds from common stock sale.......................................... 159,936 -- -- Other financing activities............................................... 588 (4,587) (7,076) ----------- ----------- ----------- Net cash provided by (used in) financing activities.................... 5,967 7,671 (97,195) ----------- ----------- ----------- Net decrease in cash and cash equivalents.................................. (197) (16,378) (3,078) Cash and cash equivalents, beginning of year............................... 21,287 21,090 4,712 ----------- ----------- ----------- Cash and cash equivalents, end of year..................................... $ 21,090 $ 4,712 $ 1,634 ----------- ----------- ----------- ----------- ----------- -----------
See notes to consolidated financial statements. F-10 FLEMING COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 25, 1993, DECEMBER 26, 1992 AND DECEMBER 28, 1991 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES FISCAL YEAR: The company's fiscal year ends on the last Saturday in December. PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include all material subsidiaries. Material intercompany items have been eliminated. The equity method of accounting is used for investments in certain customers. CASH AND CASH EQUIVALENTS: Cash equivalents consist of liquid investments readily convertible to cash with a maturity of three months or less. The carrying amount for cash equivalents is a reasonable estimate of fair value. RECEIVABLES: Receivables include the current portion of customer notes receivable of $67.8 million (1992) and $69.9 million (1993). Receivables are shown net of allowance for credit losses of $25.3 million (1992) and $44.3 million (1993). The company extends credit to its retail customers located over a broad geographic base. Regional concentrations of credit risk are limited. INVENTORIES: Inventories are valued at the lower of cost or market. Most grocery and certain perishable inventories are valued on a last-in, first-out (LIFO) method. Other inventories are valued on a first-in, first-out (FIFO) method. PROPERTY AND EQUIPMENT: Property and equipment are recorded at cost or, for leased assets under capital leases, at the present value of minimum lease payments. Depreciation, as well as amortization of assets under capital leases, are based on the estimated useful asset lives using the straight-line method. GOODWILL: The excess of purchase price over the value of net assets of businesses acquired is amortized on the straight-line method over periods not exceeding 40 years. Goodwill is shown net of accumulated amortization of $60 million (1992) and $74.2 million (1993). Goodwill is written down if it is probable that estimated operating income generated by the related assets will be less than the carrying amount. ACCOUNTS PAYABLE: Accounts payable include $11.2 million (1992) and $8.8 million (1993) of issued checks that have not yet cleared the company's bank accounts, less deposits in transit. FINANCIAL INSTRUMENTS: Interest rate hedge transactions and other financial instruments are utilized to manage interest rate exposure. The difference between amounts to be paid or received is accrued and recognized over the life of the contracts. TAXES ON INCOME: Deferred income taxes arise from temporary differences between financial and tax bases of certain assets and liabilities. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS: The methods and assumptions used to estimate the fair value of significant financial instruments are discussed in the Investments and Notes Receivable, and Long-Term Debt notes. FOREIGN CURRENCY TRANSLATION: Net exchange gains or losses resulting from the translation of assets and liabilities of an international investment are included in shareholders' equity. NET EARNINGS PER COMMON SHARE: Primary earnings per common share are computed based on net earnings, less dividends on preferred stock in 1991, divided by the weighted average common shares outstanding. The impact of common stock options on primary earnings per common share is not materially dilutive. Fully diluted earnings per common share assume conversion of the convertible subordinated notes that were redeemed during 1992. RECLASSIFICATIONS: Certain reclassifications have been made to prior year amounts to conform to current year classifications. F-11 FLEMING COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) FOR THE YEARS ENDED DECEMBER 25, 1993, DECEMBER 26, 1992 AND DECEMBER 28, 1991 INVENTORIES Inventories are valued as follows:
DEC. 26, DEC. 25, 1992 1993 ---------- ---------- (IN THOUSANDS) LIFO method............................................................ $ 689,358 $ 638,383 FIFO method............................................................ 269,776 284,897 ---------- ---------- Inventories.......................................................... $ 959,134 $ 923,280 ---------- ---------- ---------- ----------
Current replacement cost of LIFO inventories were greater than the carrying amounts by approximately $19.3 million at December 26, 1992, and $12.5 million at December 25, 1993. INVESTMENTS AND NOTES RECEIVABLE Investments and notes receivable consist of the following:
DEC. 26, DEC. 25, 1992 1993 ---------- ---------- (IN THOUSANDS) Investments in and advances to customers............................... $ 176,092 $ 164,292 Notes receivable from customers........................................ 157,655 133,935 Other investments and receivables...................................... 10,253 11,010 ---------- ---------- Investments and notes receivable....................................... $ 344,000 $ 309,237 ---------- ---------- ---------- ----------
The company extends long-term credit to certain retail customers it serves. Loans are primarily collateralized by inventory and fixtures. Investments and notes receivable are shown net of allowance for credit losses of $18.2 million and $18.3 million in 1992 and 1993, respectively. Interest rates are above prime with terms up to 10 years. The carrying amount of notes receivable approximates fair value because of the variable interest rates charged on the notes. The Financial Accounting Standards Board has issued Statement of Financial Accounting Standards (SFAS) No. 114--Accounting by Creditors for Impairment of a Loan. This new statement requires that loans determined to be impaired be measured by the present value of expected future cash flows discounted at the loan's effective interest rate. The new standard is effective for the first quarter of the company's 1995 fiscal year. The company has not yet determined the impact, if any, on the consolidated statements of earnings or financial position. The company has sold certain notes receivable at face value with limited recourse. The outstanding balance at year end 1993 on all notes sold is $155.4 million, of which the company is contingently liable for $31.3 million should all the notes become uncollectible. The company guarantees bank debt of $35 million for a customer. F-12 FLEMING COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) FOR THE YEARS ENDED DECEMBER 25, 1993, DECEMBER 26, 1992 AND DECEMBER 28, 1991 LONG-TERM DEBT Long-term debt consists of the following:
DEC. 26, DEC. 25, 1992 1993 ---------- ---------- (IN THOUSANDS) Medium-term notes, due 1994 to 2003, average interest rates of 8.3% and 7.5%............................................................. $ 194,450 $ 222,450 Commercial paper, average interest rate of 3.3% in 1993............... -- 165,866 Unsecured term bank loans, due 1994 to 1996, average interest rates of 4.2% and 3.7%........................................................ 95,000 160,000 Unsecured credit lines, average interest rates of 3.9% and 3.3%....... 340,000 145,000 9.5% Debentures, due 2010, annual sinking fund payments of $5,000 commencing in 1997................................................... 70,000 7,000 Guaranteed bank loan of employee stock ownership plan................. 14,650 12,950 Mortgaged real estate notes and other debt, varying interest rates from 3.5% to 8%, due 1994 to 2019.................................... 57,939 14,882 ---------- ---------- 772,039 728,148 Less current maturities............................................... 36,474 61,329 ---------- ---------- Long-term debt........................................................ $ 735,565 $ 666,819 ---------- ---------- ---------- ----------
Aggregate maturities of long-term debt for the next five years are as follows: 1994 -- $61.3 million; 1995 -- $140.3 million; 1996 -- $69 million; 1997 -- $13.8 million and 1998 -- $27.8 million. In 1993 and 1992, the company recorded extraordinary losses for early retirement of debt. In 1993, the company retired $63 million of the 9.5% debentures. The extraordinary loss was $2.3 million, after income tax benefits of $2.1 million, or $.06 per share. The funding source for the early redemption was the sale of notes receivable. In 1992, the company retired the $172.5 million of convertible subordinated notes, $30 million of the 9.5% debentures and certain other debt. The extraordinary loss was $5.9 million, after income tax benefits of $3.7 million, or $.15 per share. Funding sources related to the 1992 early retirement were bank lines, medium-term notes, sale of notes receivable and commercial paper. The company has two commercial paper programs supported by committed $400 million and $200 million revolving credit agreements with a group of banks. Currently, the company limits the amount of commercial paper issued at any time plus the amount of borrowing under uncommitted credit lines to the unused credit available through the committed credit agreements. The $400 million credit agreement matures in October 1997. The $200 million credit agreement matures in October 1994, but the company intends to renew the agreement prior to maturity. At year end, the company had no borrowings under the agreements which carry combined annual facility and commitment fees of .25% and .15% for the $400 million agreement and the $200 million agreement, respectively. The interest rate is based on various money market rates selected by the company at the time of borrowing. The credit agreements contain various covenants, including restrictions on additional indebtedness, payment of cash dividends and acquisition of the company's common stock. None of these covenants negatively impact the company's liquidity or capital resources at this time. Reinvested earnings of approximately $92 million were available at year end for cash dividends and acquisition of the company's stock. The agreements contain a provision that, in the event of a defined change of control, the credit agreements may be terminated. F-13 FLEMING COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) FOR THE YEARS ENDED DECEMBER 25, 1993, DECEMBER 26, 1992 AND DECEMBER 28, 1991 The company has registered $565 million in medium-term notes. Of this, the remaining $289.6 million may be issued from time to time, at fixed or floating interest rates, as determined at the time of issuance. The unsecured term bank loans have original maturities of three years and bear interest at floating rates. Unsecured credit lines have original maturities of generally less than one year and bear interest at floating rates. The loans contain essentially the same covenants as the revolving credit agreements and are prepayable without penalty. The carrying value of assets collateralized under mortgaged real estate notes and other debt was approximately $123 million and $9.4 million at year end 1992 and 1993, respectively. Components of interest expense are as follows:
1991 1992 1993 --------- --------- --------- (IN THOUSANDS) Interest costs incurred: Long-term debt............................................. $ 64,068 $ 50,524 $ 44,628 Capital lease obligations.................................. 26,915 29,103 31,355 Other...................................................... 2,539 1,475 2,046 --------- --------- --------- Total incurred........................................... 93,522 81,102 78,029 Less interest capitalized.................................... 169 -- -- --------- --------- --------- Interest expense............................................. $ 93,353 $ 81,102 $ 78,029 --------- --------- --------- --------- --------- ---------
The company's employee stock ownership plan (ESOP) allows substantially all associates to participate. The ESOP purchased 640,000 shares of common stock from the company at $31.25 per share, resulting in proceeds of $20 million. The ESOP borrowed the money from a bank. The company guaranteed the bank loan. The loan balance is presented in long-term debt with an offset as a reduction of shareholders' equity. The ESOP will repay the loan with proceeds from company contributions. The company makes contributions based on fixed debt service requirements of the ESOP loan. The ESOP used $.6 million of common stock dividends for debt service in each of 1991, 1992 and 1993. During 1991, 1992 and 1993, the company recognized $.8 million, $.9 million and $1.1 million, respectively, in compensation expense. Interest expense of $1.3 million, $.7 million and $.5 million was recognized at average rates of 7.7%, 4.4% and 3.7% in 1991, 1992 and 1993, respectively. The company enters into interest rate hedge agreements to manage interest costs and exposure to changing interest rates. At year end 1992 and 1993, agreements were in place that effectively fixed rates on $270 million and $70 million, respectively, of the company's floating rate debt. Additionally, for both years, $60 million of agreements convert fixed rate debt to floating and a $100 million transaction hedges the company's risk of fluctuation between prime rate and LIBOR. The maturities for such agreements range from 1995 to 1998. The counterparties to these agreements are major national and international financial institutions. The fair value of long-term debt as of year end 1992 and 1993 was determined using valuation techniques that considered cash flows discounted at current market rates and management's best estimate for instruments without quoted market prices. At year end 1992 and 1993, the fair value of debt exceeded the carrying amount by $16.5 million and $13.8 million, respectively. For interest rate swap agreements, the fair value was estimated using termination cash values. At year end 1993, swap agreements had no fair value. At year end 1992, swap agreements had a fair value of $1.7 million. The company does not have any financial basis in the hedge agreements other than accrued interest payable or receivable. F-14 FLEMING COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) FOR THE YEARS ENDED DECEMBER 25, 1993, DECEMBER 26, 1992 AND DECEMBER 28, 1991 LEASE AGREEMENTS CAPITAL AND OPERATING LEASES: The company leases certain distribution facilities with terms generally ranging from 20 to 30 years, while lease terms for other operating facilities range from 1 to 15 years. The leases normally provide for minimum annual rentals plus executory costs and usually include provisions for one to five renewal options of five years. The company leases company-operated retail store facilities with terms generally ranging from 3 to 20 years. These agreements normally provide for contingent rentals based on sales performance in excess of specified minimums. The leases usually include provisions for one to three renewal options of two to five years. Certain equipment is leased under agreements ranging from 2 to 8 years with no renewal options. Accumulated amortization related to leased assets under capital leases was $59.5 million and $41.7 million at year end 1992 and 1993, respectively. Future minimum lease payment obligations for leased assets under capital leases as of year end 1993 are set forth below:
LEASE YEARS OBLIGATIONS - --------------------------------------------------------------------------- -------------- (IN THOUSANDS) 1994....................................................................... $ 16,719 1995....................................................................... 16,672 1996....................................................................... 16,554 1997....................................................................... 16,244 1998....................................................................... 15,816 Later...................................................................... 143,209 Total minimum lease payments............................................... 225,214 Less estimated executory costs............................................. 332 -------------- Net minimum lease payments................................................. 224,882 Less interest.............................................................. 101,754 -------------- Present value of net minimum lease payments................................ 123,128 Less current obligations................................................... 5,618 -------------- Long-term obligations...................................................... $117,510 -------------- --------------
Future minimum lease payments required at year end 1993 under operating leases that have initial noncancelable lease terms exceeding one year are presented in the following table:
FACILITY FACILITIES EQUIPMENT NET YEARS RENTALS SUBLEASED RENTALS RENTALS - ------------------------------------------------------- ---------- ---------- ----------- ---------- (IN THOUSANDS) 1994................................................... $ 92,936 $ 46,105 $ 16,407 $ 63,238 1995................................................... 83,905 43,084 10,277 51,098 1996................................................... 77,680 39,733 5,057 43,004 1997................................................... 71,364 36,700 1,219 35,883 1998................................................... 64,559 32,702 347 32,204 Later.................................................. 368,039 165,396 -- 202,643 ---------- ---------- ----------- ---------- Total minimum lease payments........................... $ 758,483 $ 363,720 $ 33,307 $ 428,070 ---------- ---------- ----------- ---------- ---------- ---------- ----------- ----------
F-15 FLEMING COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) FOR THE YEARS ENDED DECEMBER 25, 1993, DECEMBER 26, 1992 AND DECEMBER 28, 1991 The following table shows the composition of total annual rental expense under noncancelable operating leases and subleases with initial terms of one year or greater:
1991 1992 1993 ---------- ---------- ---------- (IN THOUSANDS) Minimum rentals.......................................... $ 119,819 $ 123,189 $ 126,040 Contingent rentals....................................... 415 247 182 Less sublease income..................................... 51,506 54,348 57,308 ---------- ---------- ---------- Rental expense........................................... $ 68,728 $ 69,088 $ 68,914 ---------- ---------- ---------- ---------- ---------- ----------
At year end 1993, the company is contingently liable for future minimum rental commitments of $335 million. DIRECT FINANCING LEASES: The company leases retail store facilities for sublease to customers with terms generally ranging from 5 to 25 years. Most leases provide for a contingent rental based on sales performance in excess of specified minimums. Sublease rentals are generally higher than the rental paid. The leases and subleases usually contain provisions for one to four renewal options of two to five years. The following table shows the future minimum rentals to be received under direct financing leases and future minimum lease payment obligations under capital leases in effect at December 25, 1993:
LEASE RENTALS LEASE YEARS RECEIVABLE OBLIGATIONS - ------------------------------------------------------------------ ------------- ----------- (IN THOUSANDS) 1994.............................................................. $ 41,633 $ 29,375 1995.............................................................. 40,560 29,553 1996.............................................................. 39,083 29,617 1997.............................................................. 36,751 29,646 1998.............................................................. 33,229 29,599 Later............................................................. 293,696 277,785 ------------- ----------- Total minimum lease payments...................................... 484,952 425,575 Less estimated executory costs.................................... 2,062 2,055 ------------- ----------- Net minimum lease payments........................................ 482,890 423,520 Less unearned income.............................................. 235,813 -- Less interest..................................................... -- 196,467 ------------- ----------- Present value of net minimum lease payments....................... 247,077 227,053 Less current portion.............................................. 11,814 7,554 ------------- ----------- Long-term portion................................................. $ 235,263 $ 219,499 ------------- ----------- ------------- -----------
Contingent rental income and contingent rental expense were not material in 1993, 1992 or 1991. FACILITIES CONSOLIDATION AND RESTRUCTURING The results in 1993 include a charge of $107.8 million for additional facilities consolidations, re-engineering, impairment of retail-related assets and elimination of regional operations. Facilities consolidations will result in the closure of five distribution centers, the relocation of two operations, the consolidation of a center's administrative function and completion of the 1991 facilities consolidation actions. The related charge provides for severance costs, impaired property and equipment, product handling and damage, and impaired other assets. The re-engineering component of the charge provides for severance costs of terminating associates displaced by the re-engineering plan. Impairment of retail-related assets provides for the F-16 FLEMING COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) FOR THE YEARS ENDED DECEMBER 25, 1993, DECEMBER 26, 1992 AND DECEMBER 28, 1991 present value of lease payments and assets associated with certain retail supermarket locations leased or owned by the company. These sites are no longer strategically viable due to size, location or age. Elimination of regional operations in early 1994 will result in cash severance payments to affected associates. The 1991 restructuring plan was initiated to reduce costs and increase operating efficiency by consolidating four distribution centers into larger, higher volume and more efficient facilities. The $67 million charge included associate severance, lease terminations and impairment of related assets. The plan has resulted in the closing or consolidation of four facilities whose operations were assimilated into other distribution centers. Additional estimated costs, related primarily to asset dispositions in process, were made in the 1993 charge. TAXES ON INCOME Components of taxes on income (tax benefit) are as follows:
1991 1992 1993 ---------- --------- ---------- (IN THOUSANDS) Current: Federal.............................................................. $ 56,634 $ 55,473 $ 48,742 State................................................................ 8,849 11,814 10,327 ---------- --------- ---------- Total current...................................................... 65,483 67,287 59,069 ---------- --------- ---------- Deferred: Federal.............................................................. (21,500) 7,280 (20,160) State................................................................ (4,019) 1,470 (4,311) ---------- --------- ---------- Total deferred..................................................... (25,519) 8,750 (24,471) ---------- --------- ---------- Taxes on income........................................................ $ 39,964 $ 76,037 $ 34,598 ---------- --------- ---------- ---------- --------- ----------
Deferred tax expense (benefit) relating to temporary differences includes the following components:
1991 1992 1993 ---------- --------- ---------- (IN THOUSANDS) Depreciation.......................................................... $ (301) $ 2,161 $ 516 Facilities consolidation and reserve activities....................... (20,977) 10,989 (31,519) Retirement benefits................................................... (350) 517 13,094 Investment valuation.................................................. (1,717) (4,292) (6,767) Credit losses......................................................... 421 (4,539) (5,417) Prepaid expenses...................................................... -- -- 3,200 Asset dispositions.................................................... 186 3,818 2,670 Lease transactions.................................................... (509) (230) (2,307) Noncompete agreement.................................................. 2,556 2,552 2,170 Associate benefits.................................................... (6,525) (3,494) (2,115) Note sales............................................................ 1,038 623 1,880 Other................................................................. 659 645 124 ---------- --------- ---------- Deferred tax expense (benefit)........................................ $ (25,519) $ 8,750 $ (24,471) ---------- --------- ---------- ---------- --------- ----------
F-17 FLEMING COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) FOR THE YEARS ENDED DECEMBER 25, 1993, DECEMBER 26, 1992 AND DECEMBER 28, 1991 Temporary differences that give rise to deferred tax assets and liabilities as of December 25, 1993, are as follows:
DEFERRED DEFERRED TAX TAX ASSETS LIABILITIES ---------- ---------- (IN THOUSANDS) Depreciation........................................................... $ 4,333 $ 88,609 Facilities consolidation and reserve activities........................ 51,942 -- Associate benefits..................................................... 31,878 -- Credit losses.......................................................... 22,579 -- Investment valuation................................................... 13,848 1,758 Lease transactions..................................................... 8,857 1,623 Inventory.............................................................. 7,743 18,401 Asset dispositions..................................................... 5,580 -- Acquired loss carryforwards............................................ 4,514 -- Retirement benefits.................................................... -- 16,568 Note sales............................................................. -- 3,555 Prepaid expenses....................................................... -- 3,200 Other.................................................................. 8,954 8,582 ---------- ---------- Gross deferred taxes................................................... 160,228 142,296 Valuation allowance.................................................... (6,514) -- ---------- ---------- Total deferred taxes................................................. $ 153,714 $ 142,296 ---------- ---------- ---------- ---------- Total deferred taxes, December 26, 1992.............................. $ 112,904 $ 125,957 ---------- ---------- ---------- ----------
The effect of the increase in the federal statutory rate to 35% on deferred tax assets and liabilities was immaterial. The valuation allowance contains $4.5 million of acquired loss carryforwards that, if utilized, will be reversed to goodwill in future years. The effective income tax rates are different from the statutory federal income tax rates for the following reasons:
1991 1992 1993 ------ ------ ------ Statutory rate.......................................... 34.0% 34.0% 35.0% State income taxes, net of federal tax benefit.......... 3.1 4.4 5.4 Acquisition-related differences......................... 4.7 2.3 6.6 Possible assessments.................................... 2.1 (1.4) -- Sale of insurance subsidiary............................ (4.8) -- -- Other................................................... (.8) (.3) 1.0 ------ ------ ------ Effective rate.......................................... 38.3% 39.0% 48.0% ------ ------ ------ ------ ------ ------
SHAREHOLDER'S EQUITY The company offers a Dividend Reinvestment and Stock Purchase Plan which offers shareholders the opportunity to automatically reinvest their dividends in common stock at a 5% discount from market value. Shareholders also may purchase shares at market value by making cash payments up to $5,000 per calendar quarter. Shareholders reinvested dividends in 157,000 and 174,000 new shares in 1992 and 1993, respectively. Additional shares totaling 13,000 and 9,000 in 1992 and 1993, respectively, were purchased at market value by shareholders. The company has a shareholder rights plan designed to protect shareholders should the company become the target of coercive and unfair takeover tactics. Shareholders have one right for each share of stock held. When exercisable, each right entitles shareholders to buy one share of common stock at a specific price in the event of certain defined actions that constitute a change of control. The rights expire on July 6, 1996. F-18 FLEMING COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 25, 1993, DECEMBER 26, 1992 AND DECEMBER 28, 1991 The company has severance agreements with certain management associates. The agreements generally provide two years' salary to these associates if the associate's employment terminates within two years after a change of control. In the event of a change of control, a supplemental trust will be funded to provide these salary obligations. INCENTIVE STOCK PLANS The company's stock option plans allow the granting of nonqualified stock options and incentive stock options, with or without stock appreciation rights (SARs), to key associates. In 1992 and 1993, options with SARs were exercisable for 46,000 and 35,000 shares, respectively. Options without SARs were exercisable for 805,000 shares in 1992 and 841,000 shares in 1993. At year end 1993, there were 1.5 million shares available for grant under the stock option plans. Stock option transactions are as follows:
OPTIONS PRICE RANGE ----------- ---------------- (SHARES IN THOUSANDS) Outstanding, December 29, 1990.................................... 1,225 $ 4.72 - 42.13 Exercised....................................................... (34) $ 12.88 - 37.06 Canceled and forfeited.......................................... (23) -- ----- ---------------- Outstanding, December 28, 1991.................................... 1,168 $ 4.72 - 42.13 Granted......................................................... 4 $ 30.00 Exercised....................................................... (28) $ 12.88 - 29.81 Canceled and forfeited.......................................... (60) -- ----- ---------------- Outstanding, December 26, 1992.................................... 1,084 $ 4.72 - 42.13 Exercised....................................................... (59) $ 20.33 - 31.75 Canceled and forfeited.......................................... (42) -- ----- ---------------- Outstanding, December 25, 1993.................................... 983 $ 4.72 - 42.13 ----- ---------------- ----- ----------------
The company has a stock incentive plan that allows awards to key associates of up to 400,000 restricted shares of common stock and phantom stock units. The company has issued 133,000 restricted common shares, net of 10,000 shares forfeited in 1993. These shares were recorded at the market value when issued, $4.4 million, and are amortized to expense as earned. The unamortized portion, $2.1 million and $1.8 million in 1992 and 1993, respectively, is netted against capital in excess of par value within shareholders' equity. In the event of a change of control, the company may accelerate the vesting and payment of any award or make a payment in lieu of an award. ASSOCIATE RETIREMENT PLANS The company sponsors retirement and profit sharing plans for substantially all nonunion and some union associates. The company also has nonqualified, unfunded supplemental retirement plans for selected associates. These plans comprise the company's defined benefit pension plans. Contributory profit sharing plans maintained by the company are for associates who meet certain types of employment and length of service requirements. Company contributions under these defined contribution plans are made at the discretion of the board of directors. Expenses for these plans were $.8 million, $1.1 million and $2 million in 1991, 1992 and 1993, respectively. F-19 FLEMING COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) FOR THE YEARS ENDED DECEMBER 25, 1993, DECEMBER 26, 1992 AND DECEMBER 28, 1991 Benefit calculations for the company's defined benefit pension plans are primarily a function of years of service and final average earnings at the time of retirement. Final average earnings are the average of the highest five years of compensation during the last 10 years of employment. The company funds these plans by contributing the actuarially computed amounts that meet funding requirements. The following table sets forth the company's defined benefit pension plans' funded status and the amounts recognized in the statements of earnings. Substantially all the plans' assets are invested in listed stocks, short-term investments and bonds. The significant actuarial assumptions used in the calculation of funded status for 1992 and 1993 are: discount rate -- 8.5% and 7.5%, respectively; compensation increases -- 5% and 4%, respectively; and return on assets -- 10% and 9.5%, respectively.
DECEMBER 26, 1992 DECEMBER 25, 1993 -------------------------- -------------------------- ASSETS ACCUMULATED ASSETS ACCUMULATED EXCEED BENEFITS EXCEED BENEFITS ACCUMULATED EXCEED ACCUMULATED EXCEED BENEFITS ASSETS BENEFITS ASSETS ------------ ------------ ------------ ------------ (IN THOUSANDS) Actuarial present value of accumulated benefit obligations: Vested.................................................. $ 129,248 $ 11,701 $ 166,474 $ 9,587 Total................................................... $ 135,895 $ 12,444 $ 174,332 $ 16,577 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Projected benefit obligations............................. $ 149,108 $ 13,886 $ 187,833 $ 18,302 Plan assets at fair value................................. 139,989 -- 176,307 -- ------------ ------------ ------------ ------------ Projected benefit obligation in excess of plan assets................................................... 9,119 13,886 11,526 18,302 Unrecognized net loss..................................... (19,800) (5,416) (42,195) (7,672) Unrecognized prior service cost........................... (2,910) -- (2,293) (777) Unrecognized net asset (obligation)....................... 1,447 (749) 291 (216) ------------ ------------ ------------ ------------ Pension liability (asset)................................. $ (12,144) $ 7,721 $ (32,671) $ 9,637 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
Net pension expense includes the following components:
1991 1992 1993 ---------- --------- ---------- (IN THOUSANDS) Service cost............................................... $ 4,651 $ 4,997 $ 5,323 Interest cost.............................................. 11,955 13,503 14,792 Actual return on plan assets............................... (24,159) (8,159) (19,103) Net amortization and deferral.............................. 15,170 (5,030) 8,039 ---------- --------- ---------- Net pension expense........................................ $ 7,617 $ 5,311 $ 9,051 ---------- --------- ---------- ---------- --------- ----------
Certain associates have pension and health care benefits provided under collectively bargained multiemployer agreements. Expenses for these benefits were $37.1 million, $40 million and $44 million for 1991, 1992 and 1993, respectively. ASSOCIATE POSTRETIREMENT HEALTH CARE BENEFITS In 1991, the company adopted SFAS No. 106 -- Employers' Accounting for Postretirement Benefits Other Than Pensions. The company elected to recognize immediately the accumulated postretirement benefit obligation, resulting in a charge to net earnings of $9.3 million. The effect of the change on 1991 net earnings, excluding the cumulative effect upon adoption, was not material. F-20 FLEMING COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) FOR THE YEARS ENDED DECEMBER 25, 1993, DECEMBER 26, 1992 AND DECEMBER 28, 1991 The company offers a comprehensive major medical plan to eligible retired associates who meet certain age and years of service requirements. This unfunded defined benefit plan generally provides medical benefits until Medicare insurance commences. Components of postretirement benefits expense are as follows:
1991 1992 1993 --------- --------- --------- (IN THOUSANDS) Service cost..................................................... $ 194 $ 108 $ 140 Interest cost.................................................... 1,210 1,430 1,628 Amortization of net loss......................................... -- -- 138 --------- --------- --------- Postretirement expense........................................... $ 1,404 $ 1,538 $ 1,906 --------- --------- --------- --------- --------- ---------
The composition of the accumulated postretirement benefit obligation (APBO) and the amounts recognized in the balance sheets are presented below.
1992 1993 --------- --------- (IN THOUSANDS) Retirees................................................................ $ 13,824 $ 13,299 Fully eligible actives.................................................. 1,695 1,916 Others.................................................................. 1,485 1,680 --------- --------- APBO.................................................................... 17,004 16,895 Unrecognized net loss................................................... -- 3,333 --------- --------- Accrued postretirement benefit cost..................................... $ 17,004 $ 13,562 --------- --------- --------- ---------
During 1993, a postretirement benefit obligation was settled. No additional benefit payments will be made for this terminated obligation. The weighted average discount rate used in determining the APBO was 9.5% and 7.5% for 1992 and 1993, respectively. For measurement purposes in 1992 and 1993, a 15% and 14%, respectively, annual rate of increase in the per capita cost of covered medical care benefits was assumed. In 1993, the rate was assumed to decrease to 8% by 2000, then to 7.5% in 2001 and thereafter. In 1992, the rate was assumed to decrease to 8% by 1999 and remain at 8% thereafter. If the assumed health care cost increased by 1% for each future year, the current cost and the APBO would have increased by 3% to 5% for all periods presented. The company also provides other benefits for certain inactive associates. Expenses related to these benefits are immaterial. SUPPLEMENTAL CASH FLOWS INFORMATION
1991 1992 1993 --------- --------- --------- (IN THOUSANDS) Cash paid during the year for: Interest, net of amounts capitalized......................... $ 91,301 $ 82,051 $ 79,634 Income taxes............................................... $ 61,437 $ 65,884 $ 74,320 Direct financing leases and related obligations.............. $ 44,055 $ 27,507 $ 33,594 Property and equipment additions by capital leases........... $ 9,182 $ 22,513 $ 21,011
In 1993, the company acquired the assets or common stock of three businesses. In August, the company purchased distribution center assets located in Garland, Texas. In September and November, the company purchased certain assets and the common stock, respectively, of two supermarket operators in southern F-21 FLEMING COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) FOR THE YEARS ENDED DECEMBER 25, 1993, DECEMBER 26, 1992 AND DECEMBER 28, 1991 Florida. The acquisitions were accounted for as purchases. The results of these entities are not material to the company. Cash paid for the acquisitions, net of cash acquired, was $51.1 million. The fair value of assets acquired was $111.1 million, with liabilities assumed or created of $9 million. In 1992, the company acquired the common stock of Baker's Supermarkets, the operator of 10 supermarkets located in Omaha, Neb. The acquisition was accounted for as a purchase. The results of Baker's operations are not material to the company. The company issued 1,073,512 shares of common stock at a price of $31.79 per share, or $34.1 million. The fair value of assets acquired was $88.7 million, with liabilities assumed or created of $39.8 million. Cash paid for the acquisition, net of cash acquired, was $8.2 million. LITIGATION AND CONTINGENCIES In December 1993, the company and numerous other defendants were named in two suits filed in U.S. District Court in Miami. The plaintiffs allege liability on the part of the company as a consequence of an alleged fraudulent scheme conducted by Premium Sales Corporation and others in which unspecified but large losses in the Premium-related entities occurred to the detriment of a purported class of investors which has brought one of the suits. The other suit is by the receiver/trustee of the estates of Premium and certain of its affiliated entities. Because the litigation is in its preliminary stages, management has been unable to conclude that an adverse resolution is not reasonably likely and its ultimate outcome cannot presently be determined. Accordingly, management cannot predict the potential liability, if any, to the company. However, the company has begun an investigation and, based on available information, management does not believe that an adverse outcome is likely that would materially affect the company's consolidated financial position. The company intends to vigorously defend against the suits. The company's facilities are subject to various laws and regulations regarding the discharge of materials into the environment. In conformity with these provisions, the company has a comprehensive program for testing and removal, replacement or repair of its underground fuel storage tanks and for site remediation where necessary. The company has established reserves that it believes will be sufficient to satisfy anticipated costs of all known remediation requirements. In addition, the company is addressing several other environmental cleanup matters involving its properties, all of which the company believes are immaterial. From time to time the company is named as a potentially responsible party, with others, with respect to EPA-designated superfund sites. Under current law, the company's liability for remediation of such sites may be joint and several with other responsible parties, regardless of the extent of the company's use of the sites in relation to other users. However, the company believes that, to the extent it is ultimately determined to be liable for hazardous waste deposited at any site, such liability will not result in a material adverse effect on its consolidated financial position or results of operations. The company is committed to maintaining the environment and protecting natural resources and to achieving full compliance with all applicable laws and regulations. The company is a party to various other litigation, possible tax assessments and other matters, some of which are for substantial amounts, arising in the ordinary course of business. While the ultimate effect of such actions cannot be predicted with certainty, the company expects that the outcome of these matters will not result in a material adverse effect on its consolidated financial position or results of operations. - -------------------------------------------------------------------------------- F-22 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To Haniel Corporation: We have audited the accompanying consolidated balance sheets of Haniel Corporation (a Delaware corporation) and subsidiaries as of December 31, 1992 and 1993, and the related consolidated statements of income, stockholder's equity and cash flows for each of the three years in the period ended December 31, 1993. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Haniel Corporation and subsidiaries as of December 31, 1992 and 1993, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1993, in conformity with generally accepted accounting principles. As discussed in Note 6 to the financial statements, the Company changed its method of accounting for income taxes in 1993 and restated prior year financial statements to reflect the change. In addition, as discussed in Note 5 to the financial statements, the Company changed its method of accounting for postretirement benefits other than pensions, effective January 1, 1993. ARTHUR ANDERSEN & CO. Oklahoma City, Oklahoma, March 11, 1994 F-23 HANIEL CORPORATION CONSOLIDATED BALANCE SHEETS ASSETS
DECEMBER 31, ------------------------------ JUNE 30, 1992 1993 1994 -------------- -------------- -------------- (UNAUDITED) Current Assets: Cash....................................... $ 2,703,700 $ 3,252,760 $ 2,461,225 Receivables- Accounts receivable...................... 147,241,595 154,674,250 148,704,447 Notes receivable......................... 44,092,855 53,877,158 71,630,512 Less-Allowance for doubtful accounts..... (18,208,359) (18,160,262) (22,497,023) -------------- -------------- -------------- 173,126,091 190,391,146 197,837,936 Inventories................................ 441,534,444 415,560,007 372,250,362 Other current assets....................... 22,193,935 16,780,520 12,147,871 -------------- -------------- -------------- Total current assets................... 639,558,170 625,984,433 584,697,394 -------------- -------------- -------------- Direct financing leases, net of current portion..................................... 2,604,875 2,280,345 2,110,575 Investments.................................. 1,897,725 1,805,165 1,503,210 Property and equipment, at cost Land and buildings......................... 212,322,536 223,064,269 229,324,212 Furniture, fixtures and equipment.......... 200,407,415 225,683,911 237,002,425 Transportation equipment................... 83,047,275 85,122,869 83,906,755 Leasehold improvements..................... 56,589,307 64,903,194 64,589,031 -------------- -------------- -------------- 552,366,533 598,774,243 614,822,423 Less-Accumulated depreciation and amortization.............................. (218,254,460) (263,480,135) (282,075,739) -------------- -------------- -------------- 334,112,073 335,294,108 332,746,684 Intangible assets............................ 393,343,279 388,586,106 381,788,061 Other assets................................. 15,030,473 17,964,971 14,538,180 -------------- -------------- -------------- 408,373,752 406,551,077 396,326,241 -------------- -------------- -------------- Total Assets........................... $1,386,546,595 $1,371,915,128 $1,317,384,104 -------------- -------------- -------------- -------------- -------------- -------------- LIABILITIES AND STOCKHOLDER'S EQUITY Current Liabilities: Accounts payable........................... $ 253,759,183 $ 276,628,540 $ 235,885,834 Current portion of long-term debt and capitalized lease obligations............. 32,862,051 20,048,742 15,821,059 Other current liabilities.................. 118,959,028 121,553,230 135,458,771 -------------- -------------- -------------- Total current liabilities.............. 405,580,262 418,230,512 387,165,664 -------------- -------------- -------------- Long-term debt, net of current portion....... 682,300,947 638,043,771 600,859,660 Capitalized lease obligations, net of current portion..................................... 5,691,370 3,774,524 3,381,862 Deferred income taxes........................ 49,108,353 42,582,700 42,582,700 Other liabilities............................ 2,173,014 2,374,286 3,096,186 Commitments and Contingencies Stockholder's Equity: Common stock, par value $100 per share, 500,000 shares authorized, issued and outstanding............................... 50,000,000 50,000,000 50,000,000 Additional paid-in capital................. 12,026,436 12,026,436 12,026,436 Retained earnings.......................... 179,666,213 204,882,899 218,271,596 -------------- -------------- -------------- 241,692,649 266,909,335 280,298,032 -------------- -------------- -------------- Total Liabilities and Stockholder's Equity................................ $1,386,546,595 $1,371,915,128 $1,317,384,104 -------------- -------------- -------------- -------------- -------------- --------------
The accompanying notes are an integral part of these consolidated balance sheets. F-24 HANIEL CORPORATION CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, FOR THE SIX MONTHS ENDED JUNE 30, ---------------------------------------------------- ---------------------------------- 1991 1992 1993 1993 1994 ---------------- ---------------- ---------------- ---------------- ---------------- (UNAUDITED) Net sales.................... $ 5,606,198,504 $ 5,684,888,683 $ 6,016,975,280 $ 3,237,938,862 $ 3,224,344,635 Costs and expenses: Cost of goods sold......... 4,835,078,213 4,892,604,182 5,167,570,482 2,784,290,579 2,762,698,270 Selling, operating and administrative expenses... 661,332,632 686,954,018 752,430,781 400,719,857 411,094,534 Interest: Interest income............ 6,191,346 6,100,801 6,079,193 3,229,956 3,746,665 Interest expense........... (71,520,472) (62,022,838) (56,297,924) (31,150,028) (27,569,099) ---------------- ---------------- ---------------- ---------------- ---------------- Income before income taxes... 44,458,533 49,408,446 46,755,286 25,008,354 26,729,397 Provision for income taxes... 22,890,300 24,490,563 21,538,600 12,337,514 13,340,700 ---------------- ---------------- ---------------- ---------------- ---------------- Net income............... $ 21,568,233 $ 24,917,883 $ 25,216,686 $ 12,670,840 $ 13,388,697 ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- ----------------
The accompanying notes are an integral part of these consolidated financial statements. F-25 HANIEL CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
COMMON STOCK ADDITIONAL ------------------------ PAID-IN RETAINED SHARES AMOUNT CAPITAL EARNINGS TOTAL --------- ------------- -------------- -------------- -------------- Balance, December 31, 1990............ 500,000 $ 50,000,000 $ 6,000,000 $ 131,669,709 $ 187,669,709 Cumulative effect of accounting change (Note 6).................... -- -- -- 1,510,388 1,510,388 --------- ------------- -------------- -------------- -------------- Balance, December 31, 1990, as restated............................. 500,000 50,000,000 6,000,000 133,180,097 189,180,097 Net income.......................... -- -- -- 21,568,233 21,568,233 --------- ------------- -------------- -------------- -------------- Balance, December 31, 1991............ 500,000 50,000,000 6,000,000 154,748,330 210,748,330 Net income.......................... -- -- -- 24,917,883 24,917,883 Capital contribution (Note 2)....... -- -- 6,026,436 -- 6,026,436 --------- ------------- -------------- -------------- -------------- Balance, December 31, 1992............ 500,000 50,000,000 12,026,436 179,666,213 241,692,649 Net Income.......................... -- -- -- 25,216,686 25,216,686 --------- ------------- -------------- -------------- -------------- Balance, December 31, 1993............ 500,000 50,000,000 12,026,436 204,882,899 266,909,335 Net income (unaudited).............. -- -- -- 13,388,697 13,388,697 --------- ------------- -------------- -------------- -------------- Balance, June 30, 1994 (unaudited)......................... 500,000 $ 50,000,000 $ 12,026,436 $ 218,271,596 $ 280,298,032 --------- ------------- -------------- -------------- -------------- --------- ------------- -------------- -------------- --------------
The accompanying notes are an integral part of these consolidated financial statements. F-26 HANIEL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED FOR THE YEARS ENDED DECEMBER 31, JUNE 30, --------------------------------------------- ---------------------------- 1991 1992 1993 1993 1994 -------------- ------------- -------------- ------------- ------------- (UNAUDITED) CASH FLOWS FROM OPERATING ACTIVITIES: Net income......................................... $ 21,568,233 $ 24,917,883 $ 25,216,686 $ 12,670,840 $ 13,388,697 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of property and equipment....................................... 46,306,580 46,152,193 50,255,461 26,768,610 26,680,948 Amortization of excess purchase price............ 9,156,576 9,253,793 9,930,338 5,412,126 5,352,524 Amortization of other noncurrent assets.......... 3,613,324 3,482,314 5,003,846 2,428,285 3,066,140 Deferred items................................... (688,696) 2,027,741 (6,324,381) 2,459,212 721,900 Changes in assets and liabilities: Increase in receivables........................ (575,334) (17,682,429) (17,296,491) (31,660,300) (7,446,790) Decrease (increase) in inventories............. (33,536,329) (261,128) 25,974,437 18,791,065 43,309,645 Decrease (increase) in other current assets.... 16,932,007 (2,551,500) 5,413,415 (2,520,416) 4,632,649 Increase (decrease) in accounts payable........ 77,406,313 (35,568,099) 22,869,357 (19,043,230) (40,742,706) Increase (decrease) in other current liabilities................................... (6,807,629) (7,359,969) 2,594,202 3,450,087 13,905,541 -------------- ------------- -------------- ------------- ------------- Net cash provided by operating activities.... 133,375,045 22,410,799 123,636,870 18,756,279 62,868,548 -------------- ------------- -------------- ------------- ------------- CASH FLOWS FROM INVESTING ACTIVITIES: Changes in long-term investments................... (437,990) 285,414 92,560 48,007 301,955 Proceeds from sale of property and equipment, net............................................... 24,919,819 3,162,820 3,572,706 396,825 608,104 Capital expenditures............................... (49,333,751) (41,717,059) (55,010,202) (31,483,633) (24,741,628) Reductions of (additions to) intangible and other assets............................................ (1,654,937) (11,977,364) (13,111,509) (7,911,559) 1,806,172 -------------- ------------- -------------- ------------- ------------- Net cash used in investing activities........ $ (26,506,859) $ (50,246,189) $ (64,456,445) $ (38,950,360) $ (22,025,397) -------------- ------------- -------------- ------------- ------------- CASH FLOWS FROM FINANCING ACTIVITIES: Decrease in direct financing leases................ $ 437,397 $ 449,513 $ 355,966 $ 188,912 $ 169,770 Repayments of capital lease obligations............ (849,198) (748,314) (1,916,846) (1,620,481) (392,662) Changes in long-term debt.......................... (107,526,535) 22,371,304 (57,070,485) 23,337,259 (41,411,794 Capital contribution............................... -- 6,026,436 -- -- -- -------------- ------------- -------------- ------------- ------------- Net cash effect of financing activities...... (107,938,336) 28,098,939 (58,631,365) 21,905,690 (41,634,686) -------------- ------------- -------------- ------------- ------------- Net increase (decrease) in cash.............. (1,070,150) 263,549 549,060 1,711,609 (791,535) Cash at beginning of period.......................... 3,510,301 2,440,151 2,703,700 2,703,700 3,252,760 -------------- ------------- -------------- ------------- ------------- Cash at end of period................................ $ 2,440,151 $ 2,703,700 $ 3,252,760 $ 4,415,309 $ 2,461,225 -------------- ------------- -------------- ------------- ------------- -------------- ------------- -------------- ------------- ------------- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for- Interest (net of amounts capitalized)............ $ 70,347,000 $ 59,745,000 $ 58,916,000 $ 32,334,000 $ 26,213,000 Income taxes..................................... 20,243,000 26,523,000 22,537,000 10,887,000 7,865,000
The accompanying notes are an integral part of these consolidated financial statements. F-27 HANIEL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (INFORMATION WITH RESPECT TO JUNE 30, 1993 AND 1994 IS UNAUDITED) 1. ACCOUNTING POLICIES: PRINCIPLES OF CONSOLIDATION Haniel Corporation is a United States subsidiary of Franz Haniel & Cie. GmbH ("Franz Haniel"). Haniel Corporation's principal operations consist of holding investments in the companies described below. The consolidated financial statements include the accounts of Haniel Corporation and its wholly owned subsidiaries, Scrivner, Inc., Hanamerica Energy Corporation and their subsidiaries, collectively referred to as (the "Company"). All significant intercompany transactions and balances have been eliminated. NOTES RECEIVABLE Notes receivable amounts due beyond one year which total $33,324,000 at December 31, 1992, $44,747,000 at December 31, 1993, and $55,078,000 at June 30, 1994, are included in current assets, primarily in anticipation of their sale to banks. The majority of the notes receivable bear interest at prime plus 2% (8% at December 31, 1993 and 9.25% at June 30, 1994) and are scheduled to mature over the next five years and thereafter as follows: $16,552,508 in 1994; $4,748,287 in 1995; $7,401,489 in 1996; $8,795,049 in 1997; $7,468,237 in 1998 and $26,664,942 thereafter. INVENTORIES As further discussed in Note 3, wholesale and retail grocery inventories are priced at the lower of cost or market, with cost being determined by the last-in, first-out (LIFO) method and the first-in, first-out (FIFO) method. PROPERTY AND EQUIPMENT Depreciation of property and equipment is computed primarily on the straight-line method, based on the estimated useful lives of the assets as follows:
USEFUL LIFE IN YEARS ---------- Buildings............................................................... 4 - 45 Furniture, fixtures and equipment....................................... 2 - 15 Transportation equipment................................................ 2 - 7
Leasehold improvements are amortized over the shorter of their useful lives or terms of their leases. INTANGIBLE ASSETS At December 31, 1992 and 1993 and June 30, 1994, unamortized intangible assets attributable to excess purchase price over net assets acquired were approximately $352,127,544, $342,502,204 and $337,373,805, respectively, which are being amortized on a straight-line basis over 10 to 40 years. The remaining amounts of $41,215,735, $46,083,902 and $44,414,256 as of December 31, 1992 and 1993 and June 30, 1994, respectively, consist of other acquired intangible assets which are being amortized over 3 to 40 years. Accumulated amortization of intangible assets was $45,635,636, $57,996,557 and $65,749,961 at December 31, 1992 and 1993 and June 30, 1994, respectively. INCOME TAXES The Company adopted Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes," in 1993 and elected to restate its prior years' financial statements as discussed in Note 6. Deferred income taxes reflect the estimated future tax effects of differences between financial statement and tax bases of assets and liabilities at each year-end. FAIR VALUE OF FINANCIAL INSTRUMENTS The methods and assumptions used to estimate the fair value of significant financial instruments are discussed in the various footnotes. F-28 HANIEL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (INFORMATION WITH RESPECT TO JUNE 30, 1993 AND 1994 IS UNAUDITED) 1. ACCOUNTING POLICIES: (CONTINUED) POSTEMPLOYMENT BENEFITS In November 1992, the Financial Accounting Standards Board ("FASB") issued SFAS No. 112, "Employers' Accounting for Postemployment Benefits." The Company will adopt SFAS No. 112 in 1994. The annual postemployment benefit expense computed in accordance with the new standard will not have a material effect on the Company's financial position or future results of operations. INSURANCE The Company self-insures the first $125,000 of medical coverage provided certain of its employees, the physical damage coverage on its transportation equipment and the first $350,000 of its workers compensation, general, and auto liability coverage. A provision for self-insured claims is recorded when sufficient information is available to reasonably estimate the amount of the loss. CAPITALIZATION OF INTEREST Interest attributed to funds used to finance major capital expenditures is capitalized as an additional cost of the related assets. Capitalization of interest ceases when the related assets are substantially complete and ready for their intended use. 2. POOLING OF INTERESTS: Effective June 6, 1992, all of the outstanding stock of Food Holdings, Inc. was acquired by Franz Haniel for $8,084,046 and contributed to the Company. The purchase price over the net tangible assets was $6,026,436. Food Holdings' primary asset is its 50% common stock interest in Gateway Foods, Inc. through a holding company in which Scrivner holds the remaining 50% common stock interest. The contribution of Food Holdings' common stock has been accounted for as a pooling of interests and, accordingly, the financial statements have been restated to include the accounts and operations of Food Holdings for all periods beginning September 1989, the date Scrivner and Food Holdings acquired Gateway Foods. 3. INVENTORIES: All inventories are valued at the lower of cost or market. Costs are determined through use of the LIFO and FIFO methods as follows (in thousands of dollars):
DECEMBER 31, -------------------- JUNE 30, 1992 1993 1994 --------- --------- ----------- (UNAUDITED) LIFO................................................. $ 406,139 $ 399,657 $ 360,493 FIFO................................................. 35,395 15,903 11,757 --------- --------- ----------- $ 441,534 $ 415,560 $ 372,250 --------- --------- ----------- --------- --------- -----------
Inventories on a FIFO basis would have been stated higher by approximately $53,781,530 at December 31, 1992, $55,028,898 at December 31, 1993 and $55,232,785 at June 30, 1994. Accordingly, reported net income would have increased by approximately $356,000 and $121,000 for the six months ended June 30, 1993 and 1994, respectively, and by approximately $757,000 and $662,000 for the years ended December 31, 1992 and 1993, respectively. F-29 HANIEL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (INFORMATION WITH RESPECT TO JUNE 30, 1993 AND 1994 IS UNAUDITED) 4. DEBT OBLIGATIONS: NOTES PAYABLE The Company has informal agreements with various banks from which it may borrow up to $385,000,000 (subject to formal approval by the banks). LONG-TERM DEBT Long-term debt at December 31, 1992 and 1993 and June 30, 1994, consisted of the following (in thousands of dollars):
DECEMBER 31, -------------------- JUNE 30, 1992 1993 1994 --------- --------- ----------- (UNAUDITED) Unsecured notes, at rates approximating prime rate minus 2%, to 12% due through various dates to 2003................................................ $ 5,298 $ 3,594 $ 2,951 Real estate mortgage notes, at fixed rates ranging from 4% to 10.5% and variable rates at 60% of prime rate, due serially through various dates to 2003.... 10,078 9,758 6,248 Amounts covered under revolving credit agreements.... 283,000 237,000 199,750 Amounts payable under Senior Term Notes.............. 166,000 157,000 157,000 Amounts payable under Senior Subordinated Notes...... 150,000 150,000 150,000 Amounts payable under Senior Notes................... 50,000 50,000 50,000 Amounts payable under Subordinated Notes............. 50,000 50,000 50,000 Other................................................ 39 39 39 --------- --------- ----------- 714,415 657,391 615,988 Less-Current portion................................. 32,114 19,347 15,129 --------- --------- ----------- Long-term debt, net of current portion............. $ 682,301 $ 638,044 $ 600,859 --------- --------- ----------- --------- --------- -----------
Scrivner's $180,000,000 revolving credit agreement and Gateway Foods' $150,000,000 revolving credit agreement and $65,000,000 Senior Term loan were refinanced with a five-year $430,000,000 revolving credit agreement dated November 19, 1993. Under terms of its revolving credit agreement, the Company may borrow up to the lower of $430,000,000 or a Borrowing Base amount equal to a percentage of the Company's eligible receivables and inventories, as defined in the agreement, through November 19, 1998, at principally the prime interest rate, adjusted certificate of deposit rate or a rate based on the Eurodollar London Interbank interest rate ("LIBOR"). The Company is required to pay fees of 3/8 of 1% per annum on the unborrowed portion. There are no requirements for maintaining compensating balances. At December 31, 1992 and 1993 and June 30, 1994, the Company had borrowings covered under its revolving credit agreements of $283,000,000, $237,000,000 and $199,750,000, respectively. The Company's $157,000,000 of Senior Term Notes at December 31, 1993 and June 30, 1994 consist of $92,000,000 which bears interest at 10% and $65,000,000 which bears interest at 10.6%. The $92,000,000 Senior Term Note is payable in annual installments of $8,000,000 in 1994 and $12,000,000 each year thereafter through 2001. The $65,000,000 note is payable in annual installments of $5,000,000 through 1996 and $10,000,000 each year thereafter through 2001. The $150,000,000 Senior Subordinated Notes bear interest at 12.86%. The notes are payable in annual installments of $30,000,000 beginning September 15, 1997 and each year thereafter through 2001. F-30 HANIEL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (INFORMATION WITH RESPECT TO JUNE 30, 1993 AND 1994 IS UNAUDITED) 4. DEBT OBLIGATIONS: (CONTINUED) As of December 31, 1991, the Company had outstanding debt of $48,595,048 to Franz Haniel and Haniel Finance B.V., a subsidiary of Franz Haniel. This debt consisted of short-term borrowings bearing interest at various rates based on LIBOR. In 1992, the weighted average interest rate on these borrowings was approximately 4.85%. The Company incurred interest on its debt to Franz Haniel and Haniel Finance B.V. of approximately $1,672,000 in 1992 and $3,463,000 in 1991. In September 1992, Haniel borrowed $100,000,000 from two banks. The proceeds of these loans were used to retire all notes payable to Haniel Finance B.V. and Franz Haniel and Food Holdings' outstanding debt and accrued interest of $43,020,841. The new debt consists of a $50,000,000 subordinated note payable bearing interest at LIBOR plus 1 1/8% and $50,000,000 senior note payable bearing interest at LIBOR plus 3/8 of 1%. The subordinated note matures in 1999 while the senior note matures in 1998. No principal payments are due until these maturity dates. The revolving credit agreement and the note agreements impose, among other things, certain restrictions on the payment of cash dividends and provide that neither the Company nor any subsidiary, without the consent of the holders of the notes, shall (a) pledge any of its assets, except as provided in the loan agreements, (b) enter into any merger or consolidation proceedings or dissolve, sell, dispose of or lease all or substantially all of its assets or (c) guarantee debt obligations of any other corporation or individual, except as provided. Under the terms of these agreements, the Company has available $5,000,000, plus 50% of net income recognized after December 31, 1993, for the payment of cash dividends. The real estate mortgage notes are collateralized by property and equipment (primarily land, buildings and equipment) with a net book value of approximately $9,238,000 and $8,617,000 at December 31, 1993 and June 30, 1994, respectively. Payments on long-term debt as of December 31, 1993, for the next five years are as follows (in thousands of dollars): 1994...................................................... $ 19,347 1995...................................................... 18,819 1996...................................................... 18,814 1997...................................................... 53,135 1998...................................................... 337,770
At December 31, 1993 and June 30, 1994, the Company has interest rate cap agreements on $170,000,000, which limit the interest rate the Company would pay on its floating rate debt, from 7.5% to 11.5%. The Company also enters into interest rate swap and forward rate agreements in order to hedge the impact of future interest rate increases. At December 31, 1993 and June 30, 1994, the Company had an outstanding forward rate agreement of $50,000,000, which matures in July 1994. There were no interest rate swap agreements outstanding at December 31, 1993 or June 30, 1994. The differential paid on the interest rate swap and forward rate agreements is recognized as interest expense. The fair value of long-term debt, interest rate cap and forward rate agreements as of December 31, 1993, was determined using valuation techniques that considered cash flows discounted at current market rates for similar types of borrowing arrangements. At December 31, 1992 and 1993, the fair value of debt, interest rate cap and forward rate agreements exceeded the carrying amount by approximately $28,116,000 and $43,993,000, respectively. F-31 HANIEL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (INFORMATION WITH RESPECT TO JUNE 30, 1993 AND 1994 IS UNAUDITED) 5. BENEFIT PLANS: The Company and its subsidiaries sponsor or contribute to various contributory and noncontributory defined benefit pension plans and noncontributory profit sharing plans. These plans provide for certain benefits upon retirement or termination for all full-time employees not covered by union-sponsored, collectively-bargained multiemployer pension plans. The Company also has a nonqualified supplemental retirement plan for selected management employees. Annual expense for the above-mentioned benefit plans is as follows (in thousands of dollars):
1991 1992 1993 --------- --------- --------- Pension and supplemental plans................................................... $ 676 $ 257 $ 215 Profit sharing plans............................................................. 6,333 7,097 7,053 Multiemployer plans.............................................................. 9,000 9,066 9,732 --------- --------- --------- Total.......................................................................... $ 16,009 $ 16,420 $ 17,000 --------- --------- --------- --------- --------- ---------
The pension plan benefits are based on years of service and a percentage of the participant's compensation during years of employment. The Company makes annual contributions to the plans that comply with the minimum funding provisions of the Employee Retirement Income Security Act. Such contributions are intended to provide not only for benefits attributed to service to date, but also for those expected to be earned in the future. The following table sets forth the Company's defined benefit pension and supplemental plans' funded status and amounts recognized in the Company's financial statements (in thousands of dollars):
DECEMBER 31, 1992 DECEMBER 31, 1993 -------------------------- -------------------------- ASSETS ACCUMULATED ASSETS ACCUMULATED EXCEED BENEFITS EXCEED BENEFITS ACCUMULATED EXCEED ACCUMULATED EXCEED BENEFITS ASSETS BENEFITS ASSETS ------------ ------------ ------------ ------------ Actuarial present value of accumulated benefit obligations: Vested........................................ $ 13,507 $ 130 $ 15,025 $ -- Total......................................... 13,755 3,239 15,247 2,685 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Projected benefit obligations................... 14,646 3,025 16,469 2,557 Plan assets at fair value....................... 17,543 455 17,346 737 ------------ ------------ ------------ ------------ Plan assets in excess of or (less than) projected benefit obligations.................. 2,897 (2,570) 877 (1,820) Unrecognized net loss (gain).................... 235 127 2,031 (355) Unrecognized prior service cost................. (52) 1,622 (47) 1,497 Unrecognized net asset.......................... (2,013) -- (1,738) -- ------------ ------------ ------------ ------------ Pension asset (liability)....................... $ 1,067 $ (821) $ 1,123 $ (678) ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
1991 1992 1993 --------- --------- --------- Net pension expense included the following components: Service cost-benefits earned during the year.......................... $ 1,160 $ 796 $ 605 Interest expense on projected benefit obligation...................... 1,738 1,378 1,499 Actual return on plan assets.......................................... (1,919) (353) (603) Net amortization and deferral......................................... (303) (1,564) (1,286) --------- --------- --------- Net periodic pension expense............................................ $ 676 $ 257 $ 215 --------- --------- --------- --------- --------- ---------
F-32 HANIEL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (INFORMATION WITH RESPECT TO JUNE 30, 1993 AND 1994 IS UNAUDITED) 5. BENEFIT PLANS: (CONTINUED) The weighted-average discount rates and rates of increase in future compensation levels used in determining the actuarial present value of the projected benefit obligations at December 31, 1993, were 8.25% to 9% and 5%, respectively. The expected long-term rates of return on assets at December 31, 1993, were 8.75% to 9%. The Company computes pension expense using the projected unit credit actuarial cost method. The profit sharing plans maintained by the Company are for employees who meet certain types of employment and length of service requirements. Contributions and costs of these profit sharing plans are determined at the discretion of the Board of Directors. However, the contributions to the profit sharing plans shall not exceed the maximum amount deductible for Federal income tax purposes. For union-sponsored, multiemployer plans, contributions are made in accordance with negotiated contracts. The Company provides certain health care and life insurance benefits to eligible retired employees covered under various group plans. Benefits, eligibility requirements and cost-sharing provisions for employees vary by group plan and/or bargaining unit. Generally, the plans pay a stated percentage of most medical expenses reduced for any deductible and payments made by government programs and other group coverage. Several of the group plans require retiree contributions and the majority of the group plan's eligibility for retiree benefits are frozen. The Company does not pre-fund these benefits and has the right to modify or terminate certain of these plans in the future. The Company adopted SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions" as of the beginning of 1993. This new standard requires that the expected cost of these postretirement benefits must be charged to expense during the years that the employees render service. The Company has elected to amortize the unfunded obligations that were measured as of the beginning of 1993, over a period of 20 years. The effect of this change in accounting was to decrease 1993 pre-tax income by $378,000. Prior to 1993, the Company recognized postretirement health care and life insurance costs in the year that the benefits were paid. Postretirement health care and life insurance costs charged to expense in 1991 and 1992 were $1,296,000 and $1,267,000, respectively. F-33 HANIEL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (INFORMATION WITH RESPECT TO JUNE 30, 1993 AND 1994 IS UNAUDITED) 5. BENEFIT PLANS: (CONTINUED) The following table reconciles the plans' funded status to the accrued postretirement health care and life insurance cost liability as reflected on the balance sheet as of December 31, 1993 (in thousands of dollars):
1993 --------- Accumulated postretirement benefit obligation: Retirees.............................................................................................. $ (6,627) Other fully eligible participants..................................................................... (350) Other active participants............................................................................. (1,103) --------- (8,080) Unrecognized actuarial loss............................................................................. 553 Unrecognized transition obligation...................................................................... 7,149 --------- Accrued postretirement health care cost liability................................................... $ (378) --------- --------- Net postretirement health care cost for 1993 included the following components: Service cost -- benefits attributed to service during the period...................................... $ 80 Interest cost on accumulated postretirement benefit obligation........................................ 595 Amortization of transition obligation over 20 years................................................... 376 Net amortization and deferral......................................................................... -- --------- Net postretirement health cost...................................................................... $ 1,051 --------- ---------
The discount rate used in determining the accumulated postretirement benefit obligation was 8.25%. A 12.5% annual rate of increase in the per capita cost of covered health care benefits was assumed for 1993; the rate was assumed to decrease gradually to 6% in year 2006 and remain at that level thereafter. A 1% increase in the assumed health care cost trend rates would increase the accumulated postretirement benefit obligation as of December 31, 1993 by approximately $531,000, and the total of the service and interest cost components of net postretirement health care cost for the year then ended by approximately $72,000. 6. PROVISION FOR INCOME TAXES: The Company adopted SFAS No. 109, "Accounting for Income Taxes," in 1993, and has elected to apply the provisions retroactively beginning with its year ended December 31, 1983. It was not practical to restate prior to 1983. SFAS No. 109 utilizes the liability method and deferred taxes are determined based on the estimated future tax effects of differences between the financial statement and tax bases of assets and liabilities given the provisions of the enacted tax laws. Prior to the implementation of SFAS No. 109, the Company accounted for income taxes using Accounting Principles Board Opinion No. 11. As a result of this change, retained earnings at December 31, 1990, increased by $1,510,000, the cumulative effect of the change in the method of accounting for income taxes. The effect of adopting SFAS No. 109 was not material to the Company's statements of income for the years ended 1991, 1992 and 1993, other than the valuation allowance adjustment discussed below. The Company reduced its valuation allowance by $3,187,000 for the year ended December 31, 1993, as a result of the recognition of certain net operating loss carryforwards for financial reporting purposes. The Company's ability to obtain future benefit of its net operating loss carryforwards is attributable to the restructuring of subsidiaries implemented in 1993, as discussed in Note 2. F-34 HANIEL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (INFORMATION WITH RESPECT TO JUNE 30, 1993 AND 1994 IS UNAUDITED) 6. PROVISION FOR INCOME TAXES: (CONTINUED) Provision for income taxes has been made as follows (in thousands of dollars):
1991 1992 1993 --------- --------- --------- Federal: Current.............................................................. $ 16,957 $ 15,104 $ 16,086 Deferred............................................................. 1,650 4,703 3,190 --------- --------- --------- 18,607 19,807 19,276 State (current and deferred)........................................... 4,283 4,684 5,450 --------- --------- --------- 22,890 24,491 24,726 Benefit of operating loss carryforward................................. -- -- (3,187) --------- --------- --------- $ 22,890 $ 24,491 $ 21,539 --------- --------- --------- --------- --------- ---------
The provision for income taxes differs from an amount computed at the statutory rate as follows (in thousands of dollars):
1991 1992 1993 --------- --------- --------- Income taxes at statutory rate (35% in 1993, 34% in 1992 and 1991)..... $ 15,116 $ 16,799 $ 16,364 Amortization of excess purchase price.................................. 3,028 3,036 3,541 Benefit of operating loss carryforward................................. -- -- (3,187) State income taxes, net of Federal benefit............................. 2,668 2,965 2,805 Other, net............................................................. 2,078 1,691 2,016 --------- --------- --------- $ 22,890 $ 24,491 $ 21,539 --------- --------- --------- --------- --------- ---------
The 1% increase in the Federal statutory tax rate increased the Company's 1993 provision for income taxes $1,540,000. This consisted of a $468,000 increase in the current tax provision and a $1,072,000 increase in the deferred tax provision as a result of adjusting the deferred tax asset and liability accounts recorded in the Company's balance sheets. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table includes $1,780,000 of net current deferred tax liabilities, which are included in other current F-35 HANIEL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (INFORMATION WITH RESPECT TO JUNE 30, 1993 AND 1994 IS UNAUDITED) 6. PROVISION FOR INCOME TAXES: (CONTINUED) liabilities at December 31, 1993 and $4,965,000 of net deferred tax assets, included in other current assets at December 31, 1992, in the consolidated balance sheets. The following is a summary of the significant components of the Company's deferred tax assets and liabilities (in thousands of dollars):
DECEMBER 31, -------------------- 1992 1993 --------- --------- Deferred tax assets: Net operating loss carryforwards, expiring 2003 to 2008................................... $ 15,566 $ 7,501 Provision for obligations and contingencies to be settled in future periods............... 22,524 20,394 Other..................................................................................... 3,114 6,765 --------- --------- Total deferred tax assets............................................................... 41,204 34,660 --------- --------- Deferred tax liabilities: Depreciation and amortization............................................................. 56,441 56,947 Inventories............................................................................... 14,354 14,354 Other..................................................................................... 6,585 7,721 --------- --------- Total deferred tax liabilities.......................................................... 77,380 79,022 --------- --------- Deferred tax valuation allowance............................................................ 7,967 -- --------- --------- Net deferred tax liability.............................................................. $ 44,143 $ 44,362 --------- --------- --------- ---------
7. LEASES: The Company leases certain of its operating facilities under terms ranging up to twenty-five years. In addition, the Company leases certain equipment used in its operations under terms ranging up to ten years. The Company also leases certain facilities which it in turn subleases to some of its independent retail store operators. Some of these agreements contain provisions calling for additional rentals based on sales. Amounts attributable to capitalized subleases have been included in direct financing leases in the accompanying balance sheets. The following is a summary of property and equipment under leases that have been capitalized and included in the accompanying balance sheets (in thousands of dollars):
DECEMBER 31, -------------------- 1992 1993 --------- --------- Land and buildings................................................................. $ 5,224 $ 3,688 Less-Accumulated depreciation.................................................... (2,426) (2,170) --------- --------- Net property under capital leases.................................................. $ 2,798 $ 1,518 --------- --------- --------- ---------
F-36 HANIEL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (INFORMATION WITH RESPECT TO JUNE 30, 1993 AND 1994 IS UNAUDITED) 7. LEASES: (CONTINUED) The following represents the minimum lease payments remaining at December 31, 1993, under the capitalized leases and the minimum sublease rentals to be received under the direct financing leases, covering certain facilities which are sublet to retail customers (in thousands of dollars):
TOTAL DIRECT CAPITAL FINANCING LEASES SUBLEASES NET ------------ ----------- --------- 1994.......................................................................... $ 1,330 $ (593) $ 737 1995.......................................................................... 1,202 (535) 667 1996.......................................................................... 1,060 (482) 578 1997.......................................................................... 777 (360) 417 1998.......................................................................... 732 (350) 382 Later years................................................................... 3,294 (1,859) 1,435 ------------ ----------- --------- Total minimum lease payments.............................................. 8,395 (4,179) $ 4,216 --------- --------- Less-Executory costs........................................................ (360) -- Less-Imputed interest (6% to 13.37%)........................................ (3,558) 1,574 ------------ ----------- Present value of minimum lease payments....................................... 4,477 (2,605) Less-Current maturities..................................................... (702) 325 ------------ ----------- Long-term obligations and receivables..................................... $ 3,775 $ (2,280) ------------ ----------- ------------ -----------
Total rental expense for all operating (noncapitalized) leases amounted to (in thousands of dollars):
LEASE RENTALS 1991 1992 1993 - -------------------------------------------------------------------- ---------- ---------- ---------- Minimum............................................................. $ 63,947 $ 76,404 $ 84,133 Contingent.......................................................... 4,650 5,012 3,188 Less-Sublease income.............................................. (36,728) (39,344) (38,737) ---------- ---------- ---------- $ 31,869 $ 42,072 $ 48,584 ---------- ---------- ---------- ---------- ---------- ----------
The future minimum lease commitments as of December 31, 1993, for all noncancelable operating leases are as follows (in thousands of dollars):
SUBLEASE EXPENSE INCOME NET ---------- ----------- ---------- 1994.............................................................. $ 85,198 $ (35,897) $ 49,301 1995.............................................................. 81,229 (33,648) 47,581 1996.............................................................. 76,078 (28,004) 48,074 1997.............................................................. 69,798 (23,807) 45,991 1998.............................................................. 63,089 (17,638) 45,451 Later years....................................................... 505,346 (53,435) 451,911 ---------- ----------- ---------- $ 880,738 $ (192,429) $ 688,309 ---------- ----------- ---------- ---------- ----------- ----------
Most of the real estate and retail store leases have renewal options of up to twenty-five years. 8. COMMITMENTS AND CONTINGENCIES: During the year ended December 31, 1992 and 1993 and the six months ended June 30, 1994, the Company sold $40,591,000, $51,036,000 and $12,138,000, respectively, of its notes receivable to banks at cost. F-37 HANIEL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (INFORMATION WITH RESPECT TO JUNE 30, 1993 AND 1994 IS UNAUDITED) 8. COMMITMENTS AND CONTINGENCIES: (CONTINUED) The Company is contingently liable, up to approximately $13,630,000 and $12,620,764, for any future losses experienced by the banks in connection with sold notes receivable at December 31, 1993 and June 30, 1994, respectively. The Company has guaranteed the payment of notes and leases made by certain retail store operators to various banks and lessors. These contingent liabilities totaled approximately $3,301,000 and $4,160,000 at December 31, 1993 and June 30, 1994. The Company derives interest income as a guarantor of the notes and leases. The Internal Revenue Service (the "IRS") has examined the Company's Federal income tax returns for the years 1983 through 1987, and has issued notices of proposed tax deficiencies for those years. The Company has formally protested the IRS proposed deficiencies, and the entire matter is now being reviewed by the IRS Appeals Office. The significant issues have been tentatively agreed to for settlement, subject to final approval by the IRS. The Company has accrued reserves sufficient to provide for the proposed settlement amounts. The Company believes that the ultimate resolution of these matters will not have a material adverse effect on its financial position or future results of operations. F-38 [PICTURES TO COME] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE SUBSIDIARY GUARANTORS OR ANY OF THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE FIXED RATE NOTES OR THE FLOATING RATE NOTES IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY OR THE SUBSIDIARY GUARANTORS SINCE THE DATE HEREOF. ------------------- TABLE OF CONTENTS
PAGE --------- Available Information.......................... 3 Incorporation of Certain Documents by Reference..................................... 3 Prospectus Summary............................. 4 Investment Considerations...................... 12 The Company.................................... 15 Use of Proceeds................................ 16 Capitalization................................. 16 Pro Forma Financial Information................ 17 Selected Financial Information................. 22 Management's Discussion and Analysis........... 24 Business....................................... 33 Management..................................... 43 The Credit Agreement........................... 45 Certain Other Obligations...................... 46 Description of the Notes....................... 47 Underwriting................................... 67 Legal Opinions................................. 68 Experts........................................ 68 Index to Financial Statements.................. F-1
$500,000,000 [LOGO] $375,000,000 % SENIOR NOTES DUE 2001 $125,000,000 FLOATING RATE SENIOR NOTES DUE 2001 --------------------- PROSPECTUS --------------------- MERRILL LYNCH & CO. J.P. MORGAN SECURITIES INC. , 1994 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. SEC Registration Fee.............................................. $ 172,414 NASD Fee.......................................................... 30,500 Trustee's Fees and Expenses....................................... Printing and Engraving Expenses................................... Accountant's Fees and Expenses.................................... Legal Fees and Expenses........................................... Rating Agencies' Fees............................................. Blue Sky Fees and Expenses........................................ Miscellaneous..................................................... --------- Total......................................................... $ --------- ---------
Except for the SEC registration fee and the NASD fee, all expenses are estimated. All of the above expenses will be borne by the Company. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. (a) Section 31 of the Oklahoma General Corporation Act, the jurisdiction in which the Company is incorporated, provides, under certain circumstances, for indemnification of the directors or officers of an Oklahoma corporation for expenses in connection with the defense of any action, suit or proceeding, in relation to certain matters, brought against them as such directors and officers. In addition, the Company maintains insurance policies which insure its officers and directors against certain liabilities. The Purchase Agreement, filed as Exhibit 1 to this Registration Statement and incorporated herein by reference, contains certain indemnifications made by the Underwriters with respect to the accuracy and completeness of this Registration Statement and with respect to certain civil liabilities, including liabilities under the Securities Act of 1933. (b) Section 8.3 of Article VIII of the By-Laws of Fleming provides indemnification of directors, officers and agents under certain circumstances. These provisions may be sufficiently broad to indemnify such persons for liabilities under the Securities Act of 1933. ITEM 16. EXHIBITS. *1 -- Purchase Agreement *4.5 -- Fixed Rate Note Indenture *4.6 -- Floating Rate Note Indenture *5 -- Opinion of McAfee & Taft A Professional Corporation, as to the validity of the Securities 12 -- Computation of Ratio of Earnings to Fixed Charges incorporated by reference to Exhibit 12 to the Registrant's Quarterly Report on Form 10-Q for the period ended July 9, 1994 23.1 -- Consent of Deloitte & Touche LLP 23.2 -- Consent of Arthur Andersen & Co. *23.3 -- Consent of McAfee & Taft A Professional Corporation, included as part of Exhibit 5 24.1 -- Power of Attorney of the Registrant 24.2 -- Powers of Attorney of the Additional Registrants 25 -- Form T-1 Statement of Eligibility of Trustee under the Trust Indenture Act of 1939 - ------------------------ * To be filed by amendment.
II-1 ITEM 17. UNDERTAKINGS. Each of the undersigned registrants hereby undertakes: (1) For purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (2) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of the registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the registration statement at the time it was declared effective. (3) For the purposes of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (4) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted against the registrant by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by its is against the public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. FLEMING COMPANIES, INC. (Registrant) By: /s/ ROBERT E. STAUTH ----------------------------------- Robert E. Stauth CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ ROBERT E. STAUTH - --------------------------------- Chairman, President and Robert E. Stauth Chief Executive Officer /s/ HARRY L. WINN, JR. Executive Vice President - --------------------------------- and Chief Financial Harry L. Winn, Jr. Officer /s/ DONALD N. EYLER Senior Vice President -- - --------------------------------- Controller (Chief Donald N. Eyler Accounting Officer) /s/ ARCHIE R. DYKES - --------------------------------- Director Archie R. Dykes /s/ CAROL B. HALLETT - --------------------------------- Director Carol B. Hallett /s/ JAMES G. HARLOW, JR. - --------------------------------- Director James G. Harlow, Jr. September 2, 1994 /s/ LAWRENCE M. JONES - --------------------------------- Director Lawrence M. Jones /s/ EDWARD C. JOULLIAN III - --------------------------------- Director Edward C. Joullian III /s/ HOWARD H. LEACH - --------------------------------- Director Howard H. Leach /s/ JOHN A. McMILLAN - --------------------------------- Director John A. McMillan - --------------------------------- Director Guy A. Osborn /s/ E. DEAN WERRIES - --------------------------------- Director E. Dean Werries II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. ATI, INC. (Registrant) By: /s/ DONALD N. EYLER -------------------------------------- Donald N. Eyler PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ President (Chief /s/ DONALD N. EYLER* Executive Officer and - --------------------------------- Chief Accounting Donald N. Eyler Officer) and Director Vice President and /s/ JOHN M. THOMPSON* Treasurer - --------------------------------- (Chief Financial John M. Thompson Officer) September 2, 1994 /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond /s/ HARRY L. WINN, JR.* - --------------------------------- Director Harry L. Winn, Jr. *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. BADGER MARKETS, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ RONALD R. LUSIC* - --------------------------------- President (Chief Ronald R. Lusic Executive Officer) /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) /s/ DONALD N. EYLER* - --------------------------------- Vice President (Chief Donald N. Eyler Accounting Officer) September 2, 1994 /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond /s/ MARK K. BATENIC* - --------------------------------- Director Mark K. Batenic /s/ MICHAEL J. GEORGE* - --------------------------------- Director Michael J. George *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. BAKER'S SUPERMARKETS, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ JACK W. BAKER* Chairman, President and - --------------------------------- Chief Executive Officer Jack W. Baker and Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* - --------------------------------- Vice President (Chief Donald N. Eyler Accounting Officer) /s/ HARRY L. WINN, JR.* - --------------------------------- Director Harry L. Winn, Jr. /s/ THOMAS L. ZARICKI* - --------------------------------- Director Thomas L. Zaricki *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. BALL MOTOR SERVICE, INC. (Registrant) By: /s/ DONALD N. EYLER -------------------------------------- Donald N. Eyler VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ RONALD R. LUSIC* - --------------------------------- President (Chief Ronald R. Lusic Executive Officer) /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) /s/ DONALD N. EYLER* - --------------------------------- Vice President (Chief Donald N. Eyler Accounting Officer) September 2, 1994 /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond /s/ MARK K. BATENIC* - --------------------------------- Director Mark K. Batenic /s/ MICHAEL J. GEORGE* - --------------------------------- Director Michael J. George *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. BIG W OF FLORIDA, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ DONALD A. LAWRENCE* - --------------------------------- President (Chief Donald A. Lawrence Executive Officer) /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) /s/ J. PAUL QUINN* Vice President -- - --------------------------------- Controller (Chief J. Paul Quinn Accounting Officer) September 2, 1994 /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond /s/ HARRY L. WINN, JR.* - --------------------------------- Director Harry L. Winn, Jr. /s/ THOMAS L. ZARICKI* - --------------------------------- Director Thomas L. Zaricki *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. BOOGAART STORES OF NEBRASKA, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-9 SIGNATURE Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. CENTRAL PARK SUPER DUPER, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-10 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. COMMERCIAL COLD/DRY STORAGE COMPANY (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-11 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. D. L. FOOD STORES, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ IVAN D. MULLEN* President (Chief - --------------------------------- Executive Officer) and Ivan D. Mullen Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-12 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. DEL-ARROW SUPER DUPER, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-13 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. FESTIVAL FOODS, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-14 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. FLEMING DIRECT SALES CORPORATION (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ WILLIAM H. AHRENS* - --------------------------------- President (Chief William H. Ahrens Executive Officer) /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director September 2, 1994 /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond /s/ HARRY L. WINN, JR.* - --------------------------------- Director Harry L. Winn, Jr. *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-15 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. FLEMING FOODS OF ALABAMA, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ IVAN D. MULLEN* President (Chief - --------------------------------- Executive Officer) and Ivan D. Mullen Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-16 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. FLEMING FOODS OF OHIO, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ BASIL G. VIOLAND* President (Chief - --------------------------------- Executive Officer) and Basil G. Violand Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director September 2, 1994 /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond /s/ STEPHEN G. MANGOLD* - --------------------------------- Director Stephen G. Mangold *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-17 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. FLEMING FOODS OF TENNESSEE, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ M. THOMAS KRIEGER* President (Chief - --------------------------------- Executive Officer) and M. Thomas Krieger Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-18 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. FLEMING FOODS OF TEXAS, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ JAMES E. STUARD* President (Chief - --------------------------------- Executive Officer) and James E. Stuard Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-19 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. FLEMING FOODS OF VIRGINIA, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-20 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. FLEMING FOODS EAST, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ JAMES V. PINCIOTTI* - --------------------------------- President (Chief James V. Pinciotti Executive Officer) /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director September 2, 1994 /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond /s/ GERALD G. AUSTIN* - --------------------------------- Director Gerald G. Austin /s/ MARK K. BATENIC* - --------------------------------- Director Mark K. Batenic *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-21 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. FLEMING FOODS SOUTH, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ JAMES E. STUARD* President (Chief - --------------------------------- Executive Officer) and James E. Stuard Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-22 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. FLEMING FOODS WEST, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ DIXON E. SIMPSON* President (Chief - --------------------------------- Executive Officer) and Dixon E. Simpson Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-23 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. FLEMING FOREIGN SALES CORPORATION (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ JAMES M. WALLACE* President (Chief - --------------------------------- Executive Officer) and James M. Wallace Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director September 2, 1994 /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond /s/ WILLIAM M. LAWSON, JR.* - --------------------------------- Director William M. Lawson, Jr. /s/ SHARON L. LEACH* - --------------------------------- Director Sharon L. Leach *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-24 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. FLEMING FRANCHISING, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ JOHN S. RUNYAN* President (Chief - --------------------------------- Executive Officer) and John S. Runyan Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-25 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. FLEMING HOLDINGS, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-26 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. FLEMING INTERNATIONAL LTD. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ J. STEVEN MOLL* - --------------------------------- President (Chief J. Steven Moll Executive Officer) /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) /s/ DONALD N. EYLER* - --------------------------------- Vice President (Chief Donald N. Eyler Accounting Officer) September 2, 1994 /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond /s/ HARRY L. WINN, JR.* - --------------------------------- Director Harry L. Winn, Jr. /s/ WILLIAM M. LAWSON, JR.* - --------------------------------- Director William M. Lawson, Jr. *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-27 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. FLEMING SITE MEDIA, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ JOHN S. RUNYAN* President (Chief - --------------------------------- Executive Officer and John S. Runyan Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director September 2, 1994 /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond /s/ HARRY L. WINN, JR.* - --------------------------------- Director Harry L. Winn, Jr. *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-28 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. FLEMING SUPERMARKETS OF FLORIDA, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ DONALD A. LAWRENCE* - --------------------------------- President (Chief Donald A. Lawrence Executive Officer) /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) /s/ J. PAUL QUINN* Vice President -- - --------------------------------- Controller (Chief J. Paul Quinn Accounting Officer) September 2, 1994 /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond /s/ HARRY L. WINN, JR.* - --------------------------------- Director Harry L. Winn, Jr. /s/ THOMAS L. ZARICKI* - --------------------------------- Director Thomas L. Zaricki *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-29 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. FLEMING TECHNOLOGY LEASING COMPANY, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ THOMAS J. DOONER, JR.* President (Chief - --------------------------------- Executive Officer) and Thomas J. Dooner, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-30 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. FLEMING TRANSPORTATION SERVICE, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ E. STEPHEN DAVIS* President (Chief - --------------------------------- Executive Officer) and E. Stephen Davis Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-31 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. FOOD BRANDS, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-32 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. FOOD-4-LESS, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-33 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. FOOD HOLDINGS, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-34 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. FOOD SAVER OF IOWA, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-35 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. GATEWAY DEVELOPMENT CO., INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-36 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. GATEWAY FOOD DISTRIBUTORS, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-37 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. GATEWAY FOODS, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-38 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. GATEWAY FOODS OF ALTOONA, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-39 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. GATEWAY FOODS OF PENNSYLVANIA, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-40 SIGNATURE Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. GATEWAY FOODS OF TWIN PORTS, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-41 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. GATEWAY FOODS SERVICE CORPORATION (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-42 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. GRAND CENTRAL LEASING CORPORATION (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ DIXON E. SIMPSON* President (Chief - --------------------------------- Executive Officer) and Dixon E. Simpson Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ GERALD L. LISTER* - --------------------------------- Director Gerald L. Lister *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-43 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. GREAT BEND SUPERMARKETS, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-44 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. HUB CITY TRANSPORTATION, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ J. DOUGLAS SCHNEEBERGER* - --------------------------------- President (Chief J. Douglas Schneeberger Executive Officer) /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) /s/ DONALD N. EYLER* - --------------------------------- Vice President (Chief Donald N. Eyler Accounting Officer) September 2, 1994 /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond /s/ MICHAEL J. GEORGE* - --------------------------------- Director Michael J. George /s/ RONALD R. LUSIC* - --------------------------------- Director Ronald R. Lusic *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-45 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. KENSINGTON AND HARLEM, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-46 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. LAS, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ JOHN S. RUNYAN* President (Chief - --------------------------------- Executive Officer) and John S. Runyan Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ RICHARD D. BEAZER* - --------------------------------- Director Richard D. Beazer *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-47 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. LADYSMITH EAST IGA, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-48 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. LADYSMITH IGA, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-49 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. LAKE MARKETS, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-50 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. M&H DESOTO, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ PETER R. PETTIT* - --------------------------------- President (Chief Peter R. Pettit Executive Officer) /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director September 2, 1994 /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond /s/ HARRY L. WINN, JR.* - --------------------------------- Director Harry L. Winn, Jr. *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-51 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. M&H FINANCIAL CORP. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ PETER R. PETTIT* - --------------------------------- President (Chief Peter R. Pettit Executive Officer) /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director September 2, 1994 /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond /s/ HARRY L. WINN, JR.* - --------------------------------- Director Harry L. Winn, Jr. *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-52 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. M&H REALTY CORP. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ PETER R. PETTIT* - --------------------------------- President (Chief Peter R. Pettit Executive Officer) /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) Vice President -- /s/ DONALD N. EYLER* Controller - --------------------------------- (Chief Accounting Donald N. Eyler Officer) and Director September 2, 1994 /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond /s/ HARRY L. WINN, JR.* - --------------------------------- Director Harry L. Winn, Jr. *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-53 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. MALONE & HYDE, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ Chairman of the Board and /s/ ROBERT F. HARRIS* President (Chief - --------------------------------- Executive Officer) and Robert F. Harris Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* - --------------------------------- Vice President (Chief Donald N. Eyler Accounting Officer) /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond /s/ HARRY L. WINN, JR.* - --------------------------------- Director Harry L. Winn, Jr. *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-54 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. MALONE & HYDE OF LAFAYETTE, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ JOHN H. KEYSER, JR.* - --------------------------------- President (Chief John H. Keyser, Jr. Executive Officer) /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) /s/ DONALD N. EYLER* - --------------------------------- Vice President (Chief Donald N. Eyler Accounting Officer) September 2, 1994 /s/ DAVID R. ALMOND - --------------------------------- Director David R. Almond /s/ HARRY L. WINN, JR.* - --------------------------------- Director Harry L. Winn, Jr. /s/ JAMES E. STUARD* - --------------------------------- Director James E. Stuard *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-55 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. MANITOWOC IGA, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-56 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. MOBERLY FOODS, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-57 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. MT. MORRIS SUPER DUPER, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-58 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. NIAGARA FALLS SUPER DUPER, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-59 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. NORTHERN SUPERMARKETS OF OREGON, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ WILLIAM H. AHRENS* - --------------------------------- President (Chief William H. Ahrens Executive Officer) /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) /s/ DONALD N. EYLER* - --------------------------------- Vice President (Chief Donald N. Eyler Accounting Officer) September 2, 1994 /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond /s/ HARRY L. WINN, JR.* - --------------------------------- Director Harry L. Winn, Jr. /s/ THOMAS L. ZARICKI* - --------------------------------- Director Thomas L. Zaricki *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-60 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. NORTHGATE PLAZA, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-61 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. 109 WEST MAIN STREET, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-62 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. 121 EAST MAIN STREET, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-63 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. PESHTIGO IGA, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-64 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. PIGGLY WIGGLY CORPORATION (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ LAWRENCE L. CRANE, JR.* President (Chief - --------------------------------- Executive Officer) and Lawrence L. Crane, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director September 2, 1994 /s/ HARRY L. WINN, JR.* - --------------------------------- Director Harry L. Winn, Jr. /s/ JOHN S. RUNYAN* - --------------------------------- Director John S. Runyan *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-65 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. QUALITY INCENTIVE COMPANY, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ RICHARD G. BROWN* - --------------------------------- President (Chief Richard G. Brown Executive Officer) /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) /s/ DONALD N. EYLER* - --------------------------------- Vice President (Chief Donald N. Eyler Accounting Officer) September 2, 1994 /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond /s/ GERALD G. AUSTIN* - --------------------------------- Director Gerald G. Austin /s/ HARRY L. WINN, JR.* - --------------------------------- Director Harry L. Winn, Jr. *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-66 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. RAINBOW TRANSPORTATION SERVICES, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ MICHAEL J. GEORGE* President (Chief - --------------------------------- Executive Officer) and Michael J. George Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-67 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. ROUTE 16, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-68 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. ROUTE 219, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-69 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. ROUTE 417, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-70 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. RICHLAND CENTER IGA, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-71 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. SCRIVNER, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ E. STEPHEN DAVIS* - --------------------------------- President (Chief E. Stephen Davis Executive Officer) /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director September 2, 1994 /s/ HARRY L. WINN, JR.* - --------------------------------- Director Harry L. Winn, Jr. /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-72 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. SCRIVNER-FOOD HOLDINGS, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-73 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. SCRIVNER OF ALABAMA, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-74 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. SCRIVNER OF ILLINOIS, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-75 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. SCRIVNER OF IOWA, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-76 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. SCRIVNER OF KANSAS, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-77 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. SCRIVNER OF NEW YORK, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-78 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. SCRIVNER OF NORTH CAROLINA, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-79 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. SCRIVNER OF PENNSYLVANIA, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-80 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. SCRIVNER OF TENNESSEE, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr., PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-81 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. SCRIVNER OF TEXAS, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-82 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. SCRIVNER SUPER STORES OF ILLINOIS, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, Jr.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-83 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. SCRIVNER SUPER STORES OF IOWA, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-84 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. SCRIVNER TRANSPORTATION, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-85 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. SEHON FOODS, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ BASIL G. VIOLAND* President (Chief - --------------------------------- Executive Officer) and Basil G. Violand Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) /s/ DONALD N. EYLER* - --------------------------------- Vice President (Chief Donald N. Eyler Accounting Officer) September 2, 1994 /s/ HARRY L. WINN, JR.* - --------------------------------- Director Harry L. Winn, Jr. /s/ KEITH A. HIGGS* - --------------------------------- Director Keith A. Higgs /s/ E. A. SCHULTZ* - --------------------------------- Director E. A. Schultz *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-86 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. SELECTED PRODUCTS, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ ROBERT E. STAUTH* President (Chief - --------------------------------- Executive Officer) and Robert E. Stauth Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-87 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. SENTRY MARKETS, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ RONALD R. LUSIC* - --------------------------------- President (Chief Ronald R. Lusic Executive Officer) /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) /s/ DONALD N. EYLER* - --------------------------------- President (Chief Donald N. Eyler Accounting Officer) September 2, 1994 /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond /s/ MARK K. BATENIC* - --------------------------------- Director Mark K. Batenic /s/ MICHAEL J. GEORGE* - --------------------------------- Director Michael J. George *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-88 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. SMARTRANS, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-89 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. SOUTH OGDEN SUPER DUPER, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-90 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. SOUTHERN SUPERMARKETS, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ GERALD G. AUSTIN* President (Chief - --------------------------------- Executive Officer) and Gerald G. Austin Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) /s/ DONALD N. EYLER* - --------------------------------- Vice President (Chief Donald N. Eyler Accounting Officer) September 2, 1994 /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond /s/ MATTHEW G. JONAS* - --------------------------------- Director Matthew G. Jonas /s/ STEPHEN G. MANGOLD* - --------------------------------- Director Stephen G. Mangold *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-91 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. SOUTHERN SUPERMARKETS, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ JAMES E. STUARD* President (Chief - --------------------------------- Executive Officer) and James E. Stuard Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) /s/ DONALD N. EYLER* - --------------------------------- Vice President (Chief Donald N. Eyler Accounting Officer) September 2, 1994 /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond /s/ DONALD E. JEROME* - --------------------------------- Director Donald E. Jerome /s/ STEPHEN G. MANGOLD* - --------------------------------- Director Stephen G. Mangold *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-92 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. SOUTHERN SUPERMARKETS OF LOUISIANA, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ JAMES E. STUARD* - --------------------------------- President (Chief James E. Stuard Executive Officer) /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director September 2, 1994 /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond /s/ HARRY L. WINN, JR.* - --------------------------------- Director Harry L. Winn, Jr. *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-93 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. STAR GROCERIES, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ RICHARD C. JUDD* President (Chief - --------------------------------- Executive Officer) and Richard C. Judd Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-94 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. STORE EQUIPMENT, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ RONALD R. LUSIC* - --------------------------------- President (Chief Ronald R. Lusic Executive Officer) /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) /s/ DONALD N. EYLER* - --------------------------------- Vice President (Chief Donald N. Eyler Accounting Officer) September 2, 1994 /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond /s/ MARK K. BATENIC* - --------------------------------- Director Mark K. Batenic /s/ MICHAEL J. GEORGE* - --------------------------------- Director Michael J. George *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-95 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. SUNDRIES SERVICE, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-96 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. SWITZER FOODS, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-97 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. 35 CHURCH STREET, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-98 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. THOMPSON FOOD BASKET, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-99 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. 29 SUPER MARKET, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, JR.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-100 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. 27 SLAYTON AVENUE, INC. (Registrant) By: /s/ HARRY L. WINN, JR. -------------------------------------- Harry L. Winn, Jr. PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ HARRY L. WINN, Jr.* President (Chief - --------------------------------- Executive Officer) and Harry L. Winn, Jr. Director /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) September 2, 1994 /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond *By /s/ HARRY L. WINN, JR. - --------------------------------- Harry L. Winn, Jr. ATTORNEY-IN-FACT II-101 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 2nd day of September, 1994. WPC, INC. (Registrant) By: /s/ JOHN M. THOMPSON -------------------------------------- John M. Thompson VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE - --------------------------------- ------------------------- ------------------ /s/ ROBERT G. DOLAN, JR.* - --------------------------------- President (Chief Robert G. Dolan, Jr. Executive Officer) /s/ JOHN M. THOMPSON* Vice President and - --------------------------------- Treasurer (Chief John M. Thompson Financial Officer) /s/ DONALD N. EYLER* Vice President (Chief - --------------------------------- Accounting Officer) and Donald N. Eyler Director September 2, 1994 /s/ DAVID R. ALMOND* - --------------------------------- Director David R. Almond /s/ HARRY L. WINN, JR.* - --------------------------------- Director Harry L. Winn, Jr. *By /s/ JOHN M. THOMPSON - --------------------------------- John M. Thompson ATTORNEY-IN-FACT II-102 INDEX TO EXHIBITS
EXHIBIT SEQUENTIALLY NUMBER NUMBERED PAGE - --------- ------------- *1 -- Purchase Agreement *4.5 -- Fixed Rate Note Indenture *4.6 -- Floating Rate Note Indenture *5 -- Opinion of McAfee & Taft A Professional Corporation, as to the validity of the Securities 12 -- Computation of Ratio of Earnings to Fixed Charges incorporated by reference to Exhibit 12 to the Registrant's Quarterly Report on Form 10-Q for the period ended July 9, 1994 23.1 -- Consent of Deloitte & Touche LLP 23.2 -- Consent of Arthur Andersen & Co. *23.3 -- Consent of McAfee & Taft A Professional Corporation, included as part of Exhibit 5 24.1 -- Power of Attorney of the Registrant 24.2 -- Powers of Attorney of the Additional Registrants 25 -- Form T-1 Statement of Eligibility of Trustee under the Trust Indenture Act of 1939 - ------------------------ * To be filed by amendment.
EX-23.1 2 EXHIBIT 23.1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Fleming Companies, Inc. on Form S-3 of the reports of Deloitte & Touche dated February 10, 1994, included and incorporated by reference in the Annual Report on Form 10-K of Fleming Companies, Inc. for the year ended December 25, 1993, and to the use of our report dated February 10, 1994, appearing in the Prospectus, which is part of this Registration Statement. We also consent to the reference to us under the heading "Experts" in such Prospectus. Deloitte & Touche LLP Oklahoma City, Oklahoma September 1, 1994 EX-23.2 3 EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our reports (and to all references to our Firm) included in or made a part of this registration statement. ARTHUR ANDERSEN & CO. Oklahoma City, Oklahoma September 1, 1994 EX-24.1 4 EXHIBIT 24.1 EXHIBIT 24.1 POWER OF ATTORNEY We, the undersigned officers and directors of Fleming Companies, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 up to a maximum of $500,000,000 principal amount of unsecured debt instruments of the Company, including the guarantees thereof by certain subsidiaries of the Company, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ ROBERT E. STAUTH - ----------------------------- Chairman, President and Robert E. Stauth Chief Executive Officer /s/ HARRY L. WINN, JR. Executive Vice President and - ----------------------------- Chief Financial Officer Harry L. Winn, Jr. /s/ DONALD N. EYLER Senior Vice President -- - ----------------------------- Controller (Chief Donald N. Eyler Accounting Officer) /s/ ARCHIE R. DYKES - ----------------------------- Director Archie R. Dykes /s/ CAROL B. HALLETT - ----------------------------- Director Carol B. Hallett /s/ JAMES G. HARLOW, JR. - ----------------------------- Director James G. Harlow, Jr. /s/ LAWRENCE M. JONES - ----------------------------- Director September 2, 1994 Lawrence M. Jones /s/ EDWARD C. JOULLIAN III - ----------------------------- Director Edward C. Joullian III /s/ HOWARD H. LEACH - ----------------------------- Director Howard H. Leach /s/ JOHN A. McMILLAN - ----------------------------- Director John A. McMillan /s/ GUY A. OSBORN - ----------------------------- Director Guy A. Osborn /s/ E. DEAN WERRIES - ----------------------------- Director E. Dean Werries EX-24.2 5 EXHIBIT 24.2 EXHIBIT 24.2 POWER OF ATTORNEY We, the undersigned officers and directors of ATI, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ DONALD N. EYLER President (Chief ) - ------------------------- Executive Officer and Chief) Donald N. Eyler Accounting Officer) ) and Director ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DAVID R. ALMOND Director ) September 2, 1994 - ------------------------- ) David R. Almond ) ) /s/ HARRY L. WINN, JR. Director ) - ------------------------- ) Harry L. Winn, Jr. ) POWER OF ATTORNEY We, the undersigned officers and directors of Badger Markets, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ RONALD R. LUSIC President (Chief ) - ------------------------- Executive Officer) ) Ronald R. Lusic ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) ) ) ) /s/ DAVID R. ALMOND Director ) September 2, 1994 - ------------------------- ) David R. Almond ) ) /s/ MARK K. BATENIC Director ) - ------------------------- ) Mark K. Batenic ) ) /s/ MICHAEL J. GEORGE Director ) - ------------------------- ) Michael J. George ) POWER OF ATTORNEY We, the undersigned officers and directors of Baker's Supermarkets, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ JACK W. BAKER Chairman, President ) - ------------------------- and Chief ) Jack W. Baker Executive Officer ) ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) ) ) ) /s/ JACK W. BAKER Director ) September 2, 1994 - ------------------------- ) Jack W. Baker ) ) /s/ HARRY L. WINN, JR. Director ) - ------------------------- ) Harry L. Winn, Jr. ) ) /s/ THOMAS L. ZARICKI Director ) - ------------------------- ) Thomas L. Zaricki ) POWER OF ATTORNEY We, the undersigned officers and directors of Ball Motor Service, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr. David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ RONALD R. LUSIC President (Chief ) - ------------------------- Executive Officer) ) Ronald R. Lusic ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) ) ) ) /s/ DAVID R. ALMOND Director ) September 2, 1994 - ------------------------- ) David R. Almond ) ) /s/ MARK K. BATENIC Director ) - ------------------------- ) Mark K. Batenic ) ) /s/ MICHAEL J. GEORGE Director ) - ------------------------- ) Michael J. George ) POWER OF ATTORNEY We, the undersigned officers and directors of Big W of Florida, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ DONALD A. LAWRENCE President (Chief ) - ------------------------- Executive Officer ) Donald A. Lawrence ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ J. PAUL QUINN Vice President-Controller ) - ------------------------- (Chief Accounting ) J. Paul Quinn Officer) ) ) ) /s/ DAVID R. ALMOND Director ) September 2, 1994 - ------------------------- ) David R. Almond ) ) /s/ HARRY L. WINN, JR. Director ) - ------------------------- ) Harry L. Winn, Jr. ) ) /s/ THOMAS L. ZARICKI Director ) - ------------------------- ) Thomas L. Zaricki ) POWER OF ATTORNEY We, the undersigned officers and directors of Boogaart Stores of Nebraska, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Central Park Super Duper, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Commercial Cold/Dry Storage Company (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of D. L. Food Stores, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ IVAN D. MULLEN President (Chief ) - ------------------------- Executive Officer) and ) Ivan D. Mullen Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) September 2, 1994 - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Del-Arrow Super Duper, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Festival Foods, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Fleming Direct Sales Corporation (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ WILLIAM H. AHRENS President (Chief ) - ------------------------- Executive Officer) ) William H. Ahrens ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) September 2, 1994 - ------------------------- ) David R. Almond ) ) /s/ HARRY L. WINN, JR. Director ) - ------------------------- ) Harry L. Winn, Jr. ) POWER OF ATTORNEY We, the undersigned officers and directors of Fleming Foods of Alabama, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ IVAN D. MULLEN President (Chief ) - ------------------------- Executive Officer) and ) Ivan D. Mullen Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) September 2, 1994 - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Fleming Foods of Ohio, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ BASIL G. VIOLAND President (Chief ) - ------------------------- Executive Officer) and ) Basil G. Violand Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) September 2, 1994 - ------------------------- ) David R. Almond ) ) ) /s/ STEPHEN G. MANGOLD Director ) - ------------------------- ) Stephen G. Mangold ) POWER OF ATTORNEY We, the undersigned officers and directors of Fleming Foods of Tennessee, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ M. THOMAS KRIEGER President (Chief ) - ------------------------- Executive Officer) and ) M. Thomas Krieger Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) September 2, 1994 - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Fleming Foods of Texas, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ JAMES E. STUARD President (Chief ) - ------------------------- Executive Officer) and ) James E. Stuard Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) September 2, 1994 - ------------------------- ) David R. Almond ) ) ) POWER OF ATTORNEY We, the undersigned officers and directors of Fleming Foods of Virginia, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) ) POWER OF ATTORNEY We, the undersigned officers and directors of Fleming Foods East, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ JAMES V. PINCIOTTI President (Chief ) - ------------------------- Executive Officer) ) James V. Pinciotti ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) September 2, 1994 - ------------------------- ) David R. Almond ) ) /s/ GERALD G. AUSTIN Director ) - ------------------------- ) Gerald G. Austin ) ) /s/ MARK K. BATENIC Director ) - ------------------------- ) Mark K. Batenic ) ) POWER OF ATTORNEY We, the undersigned officers and directors of Fleming Foods South, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ JAMES E. STUARD President (Chief ) - ------------------------- Executive Officer) and ) James E. Stuard Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) September 2, 1994 - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Fleming Foods West, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ DIXON E. SIMPSON President (Chief ) - ------------------------- Executive Officer) and ) Dixon E. Simpson Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) September 2, 1994 - ------------------------- ) David R. Almond ) ) ) ) POWER OF ATTORNEY We, the undersigned officers and directors of Fleming Foreign Sales Corporation (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ JAMES M. WALLACE President (Chief ) - ------------------------- Executive Officer) and ) James M. Wallace Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) September 2, 1994 - ------------------------- ) David R. Almond ) ) ) /s/ WILLIAM M. LAWSON, JR. Director ) - ------------------------- ) William M. Lawson, Jr. ) ) /s/ SHARON L. LEACH Director ) - ------------------------- ) Sharon L. Leach ) POWER OF ATTORNEY We, the undersigned officers and directors of Fleming Franchising, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ JOHN S. RUNYAN President (Chief ) - ------------------------- Executive Officer) and ) John S. Runyan Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) September 2, 1994 - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Fleming Holdings, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Fleming International Ltd. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ J. STEVEN MOLL President (Chief ) - ------------------------- Executive Officer) ) J. Steven Moll ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) ) ) ) /s/ DAVID R. ALMOND Director ) September 2, 1994 - ------------------------- ) David R. Almond ) ) ) /s/ HARRY L. WINN, JR. Director ) - ------------------------- ) Harry L. Winn, Jr. ) ) /s/ WILLIAM M. LAWSON, JR. Director ) - ------------------------- ) William M. Lawson, Jr. ) ) POWER OF ATTORNEY We, the undersigned officers and directors of Fleming Site Media, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ JOHN S. RUNYAN President (Chief ) - ------------------------- Executive Officer) and ) John S. Runyan Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) September 2, 1994 - ------------------------- ) David R. Almond ) ) ) /s/ HARRY L. WINN, JR. Director ) - ------------------------- ) Harry L. Winn, Jr. ) POWER OF ATTORNEY We, the undersigned officers and directors of Fleming Supermarkets of Florida, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ DONALD A. LAWRENCE President (Chief ) - ------------------------- Executive Officer and ) Donald A. Lawrence Director ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ J. PAUL QUINN Vice President-Controller ) - ------------------------- (Chief Accounting ) J. Paul Quinn Officer) ) ) ) /s/ DAVID R. ALMOND Director ) September 2, 1994 - ------------------------- ) David R. Almond ) ) /s/ HARRY L. WINN, JR. Director ) - ------------------------- ) Harry L. Winn, Jr. ) ) /s/ THOMAS L. ZARICKI Director ) - ------------------------- ) Thomas L. Zaricki ) POWER OF ATTORNEY We, the undersigned officers and directors of Fleming Technology Leasing Company, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ THOMAS J. DOONER, JR. President (Chief ) - ------------------------- Executive Officer) and ) Thomas J. Dooner, Jr. Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) September 2, 1994 - ------------------------- ) David R. Almond ) ) POWER OF ATTORNEY We, the undersigned officers and directors of Fleming Transportation Service, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ E. STEPHEN DAVIS President (Chief ) - ------------------------- Executive Officer ) E. Stephen Davis and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) September 2, 1994 - ------------------------- ) David R. Almond ) ) ) POWER OF ATTORNEY We, the undersigned officers and directors of Food Brands, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Food-4-Less, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Food Holdings, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Food Saver of Iowa, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Gateway Development Co., Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Gateway Foods Distributors, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Gateway Foods, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Gateway Foods of Altoona, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Gateway Foods of Pennsylvania, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Gateway Foods of Twin Ports, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Gateway Foods Service Corporation (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Grand Central Leasing Corporation (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ DIXON E. SIMPSON President (Chief ) - ------------------------- Executive Officer) and ) Dixon E. Simpson Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) September 2, 1994 Donald N. Eyler Officer) and Director ) ) ) /s/ GERALD L. LISTER Director ) - ------------------------- ) Gerald L. Lister ) POWER OF ATTORNEY We, the undersigned officers and directors of Great Bend Supermarkets, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) ) POWER OF ATTORNEY We, the undersigned officers and directors of Hub City Transportation, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ J. DOUGLAS SCHNEEBERGER President (Chief ) - --------------------------- Executive Officer) ) J. Douglas Schneeberger ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - --------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - --------------------------- (Chief Accounting ) Donald N. Eyler Officer) ) ) ) /s/ DAVID R. ALMOND Director ) September 2, 1994 - --------------------------- ) David R. Almond ) ) ) /s/ MICHAEL J. GEORGE Director ) - --------------------------- ) Michael J. George ) ) ) /s/ RONALD R. LUSIC Director ) - --------------------------- ) Ronald R. Lusic ) POWER OF ATTORNEY We, the undersigned officers and directors of Kensington and Harlem, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of LAS, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ JOHN S. RUNYAN President (Chief ) - ------------------------- Executive Officer) and ) John S. Runyan Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ RICHARD D. BEAZER Director ) September 2, 1994 - ------------------------- ) Richard D. Beazer ) POWER OF ATTORNEY We, the undersigned officers and directors of Ladysmith East IGA, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Ladysmith IGA, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Lake Markets, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of M&H DeSoto, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ PETER R. PETTIT President (Chief ) - ------------------------- Executive Officer) ) Peter R. Pettit ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) September 2, 1994 - ------------------------- ) David R. Almond ) ) ) /s/ HARRY L. WINN, JR. Director ) - ------------------------- ) Harry L. Winn, Jr. ) POWER OF ATTORNEY We, the undersigned officers and directors of M&H Financial Corp. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ PETER R. PETTIT President (Chief ) - ------------------------- Executive Officer) ) Peter R. Pettit ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) September 2, 1994 - ------------------------- ) David R. Almond ) ) ) /s/ HARRY L. WINN, JR. Director ) - ------------------------- ) Harry L. Winn, Jr. ) ) POWER OF ATTORNEY We, the undersigned officers and directors of M&H Realty Corp. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ PETER R. PETTIT President (Chief ) - ------------------------- Executive Officer) ) Peter R. Pettit ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) September 2, 1994 - ------------------------- ) David R. Almond ) ) ) /s/ HARRY L. WINN, JR. Director ) - ------------------------- ) Harry L. Winn, Jr. ) ) POWER OF ATTORNEY We, the undersigned officers and directors of Malone & Hyde, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ ROBERT F. HARRIS Chairman of the Board ) - ------------------------- and President (Chief ) Robert F. Harris Executive Officer) and ) Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) September 2, 1994 - ------------------------- ) David R. Almond ) ) ) /s/ HARRY L. WINN, JR. Director ) - ------------------------- ) Harry L. Winn, Jr. ) ) POWER OF ATTORNEY We, the undersigned officers and directors of Malone & Hyde of Lafayette, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ JOHN H. KEYSER, JR. President (Chief ) - ------------------------- Executive Officer) ) John H. Keyser, Jr. ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) September 2, 1994 - ------------------------- ) David R. Almond ) ) ) /s/ HARRY L. WINN, JR. Director ) - ------------------------- ) Harry L. Winn, Jr. ) ) ) /s/ JAMES E. STUARD Director ) - ------------------------- ) James E. Stuard ) POWER OF ATTORNEY We, the undersigned officers and directors of Manitowoc IGA, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Moberly Foods, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) September 2, 1994 - ------------------------- ) David R. Almond ) ) POWER OF ATTORNEY We, the undersigned officers and directors of Mt. Morris Super Duper, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Niagara Falls Super Duper, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Northern Supermarkets of Oregon, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ WILLIAM H. AHRENS President (Chief ) - ------------------------- Executive Officer) ) William H. Ahrens ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) September 2, 1994 - ------------------------- ) David R. Almond ) ) ) /s/ HARRY L. WINN, JR. Director ) - ------------------------- ) Harry L. Winn, Jr. ) ) ) /s/ THOMAS L. ZARICKI ) - ------------------------- ) Thomas L. Zaricki ) POWER OF ATTORNEY We, the undersigned officers and directors of Northgate Plaza, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of 109 West Main Street, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of 121 East Main Street, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Peshtigo IGA, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Piggly Wiggly Corporation (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ LAWRENCE L. CRANE, JR. President (Chief ) - ------------------------- Executive Officer) and ) Lawrence L. Crane, Jr. Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) ) ) ) /s/ HARRY L. WINN, JR. Director ) September 2, 1994 - ------------------------- ) Harry L. Winn, Jr. ) ) ) /s/ JOHN S. RUNYAN Director ) - ------------------------- ) John S. Runyan ) POWER OF ATTORNEY We, the undersigned officers and directors of Quality Incentive Company, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ RICHARD G. BROWN President (Chief ) - ------------------------- Executive Officer) ) Richard G. Brown ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) ) ) ) /s/ DAVID R. ALMOND Director ) September 2, 1994 - ------------------------- ) David R. Almond ) ) ) /s/ GERALD G. AUSTIN Director ) - ------------------------- ) Gerald G. Austin ) ) ) /s/ HARRY L. WINN, JR. Director ) - ------------------------- Harry L. Winn, Jr. POWER OF ATTORNEY We, the undersigned officers and directors of Rainbow Transportation Services, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ MICHAEL J. GEORGE President (Chief ) - ------------------------- Executive Officer) and ) Michael J. George Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) September 2, 1994 - ------------------------- ) David R. Almond ) ) POWER OF ATTORNEY We, the undersigned officers and directors of Route 16, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post- effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in- fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) ) September 2, 1994 /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and ) Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Route 219, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post- effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in- fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) ) September 2, 1994 /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and ) Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Route 417, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post- effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in- fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) ) September 2, 1994 /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and ) Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Richland Center IGA, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Scrivner, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ E. STEPHEN DAVID President (Chief ) - ------------------------- Executive Officer) ) E. Stephen David ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ HARRY L. WINN, JR. Director ) September 2, 1994 - ------------------------- ) Harry L. Winn, Jr. ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Scrivner-Food Holdings, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Scrivner of Alabama, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Scrivner of Illinois, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Scrivner of Iowa, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Scrivner of Kansas, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Scrivner of New York, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Scrivner of North Carolina, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Scrivner of Pennsylvania, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Scrivner of Tennessee, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Scrivner of Texas, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Scrivner Super Stores of Illinois, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Scrivner Super Stores of Iowa, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Scrivner Transportation, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Sehon Foods, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ BASIL G. VIOLAND President (Chief ) - ------------------------- Executive Officer) and ) Basil G. Violand Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) ) ) ) /s/ HARRY L. WINN, JR. Director ) September 2, 1994 - ------------------------- ) Harry L. Winn, Jr. ) ) ) /s/ KEITH A. HIGGS Director ) - ------------------------- ) Keith A. Higgs ) ) ) /s/ E. A. SCHULTZ Director ) - ------------------------- ) E. A. Schultz ) POWER OF ATTORNEY We, the undersigned officers and directors of Selected Products, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ ROBERT E. STAUTH President (Chief ) - ------------------------- Executive Officer) and ) Robert E. Stauth Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) September 2, 1994 - ------------------------- ) David R. Almond ) ) POWER OF ATTORNEY We, the undersigned officers and directors of Sentry Markets, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ RONALD R. LUSIC President (Chief ) - ------------------------- Executive Officer) ) Ronald R. Lusic ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) ) ) ) /s/ DAVID R. ALMOND Director ) September 2, 1994 - ------------------------- ) David R. Almond ) ) ) /s/ MARK K. BATENIC Director ) - ------------------------- ) Mark K. Batenic ) ) ) /s/ MICHAEL J. GEORGE Director ) - ------------------------ ) Michael J. George ) POWER OF ATTORNEY We, the undersigned officers and directors of SmarTrans, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President )September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of South Ogden Super Duper, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President )September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Southern Supermarkets, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ GERALD G. AUSTIN President (Chief ) - ------------------------- Executive Officer) and ) Gerald G. Austin Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) ) ) ) /s/ DAVID R. ALMOND Director )September 2, 1994 - ------------------------- ) David R. Almond ) ) ) /s/ MATTHEW G. JONAS Director ) - ------------------------- ) Matthew G. Jonas ) ) ) /s/ STEPHEN G. MANGOLD Director ) - ------------------------- ) Stephen G. Mangold ) POWER OF ATTORNEY We, the undersigned officers and directors of Southern Supermarkets, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ JAMES E. STUARD President (Chief ) - ------------------------- Executive Officer) ) James E. Stuard ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director )September 2, 1994 - ------------------------- ) David R. Almond ) ) ) /s/ DONALD E. JEROME Director ) - ------------------------- ) Donald E. Jerome ) ) ) /s/ STEPHEN G. MANGOLD Director ) - ------------------------- ) Stephen G. Mangold ) POWER OF ATTORNEY We, the undersigned officers and directors of Southern Supermarkets of Louisiana, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ JAMES E. STUARD President (Chief ) - ------------------------- Executive Officer) ) James E. Stuard ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director )September 2, 1994 - ------------------------- ) David R. Almond ) ) ) /s/ HARRY L. WINN, JR. Director ) - ------------------------- ) Harry L. Winn, Jr. ) POWER OF ATTORNEY We, the undersigned officers and directors of Star Groceries, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ RICHARD C. JUDD President (Chief ) - ------------------------- Executive Officer) and ) Richard C. Judd Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director )September 2, 1994 - ------------------------- ) David R. Almond ) ) POWER OF ATTORNEY We, the undersigned officers and directors of Store Equipment, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ RONALD R. LUSIC President (Chief ) - ----------------------- Executive Officer) ) Ronald R. Lusic ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) ) ) ) /s/ DAVID R. ALMOND Director )September 2, 1994 - ------------------------- ) David R. Almond ) ) ) ) /s/ MARK K. BATENIC Director ) - ------------------------- ) Mark K. Batenic ) ) ) /s/ MICHAEL J. GEORGE Director ) - ------------------------- ) Michael J. George ) POWER OF ATTORNEY We, the undersigned officers and directors of Sundries Service, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President )September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Switzer Foods, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President )September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of 35 Church Street, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President )September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of Thompson Food Basket, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President )September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of 29 Super Market, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President )September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of 27 Slayton Avenue, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President )September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) POWER OF ATTORNEY We, the undersigned officers and directors of University Foods, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ JERALD R. DEWEY President (Chief ) - ------------------------- Executive Officer) and ) Jerald R. Dewey Director ) ) ) /s/ JOHN M. THOMPSON Treasurer (Chief ) - ------------------------- Financial Officer) ) John M. Thompson ) ) ) /s/ TOM STRONG Vice President ) - ------------------------- (Chief Accounting ) Tom Strong Officer) ) ) ) /s/ FRANCIS J. BREWER Director )September 2, 1994 - ------------------------- ) Francis J. Brewer ) ) ) /s/ STEPHEN G. MANGOLD Director ) - ------------------------- ) Stephen G. Mangold ) ) ) /s/ TERRY W. ROGERS Director ) - ------------------------- ) Terry W. Rogers ) ) /s/ GARY L. HENDRY Director ) - ------------------------- ) Gary L. Hendry POWER OF ATTORNEY We, the undersigned officers and directors of WPC, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ ROBERT G. DOLAN, JR. President (Chief ) - ------------------------- Executive Officer) ) Robert G. Dolan, Jr. ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President ) - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director )September 2, 1994 - ------------------------- ) David R. Almond ) ) ) /s/ HARRY L. WINN, JR. Director ) - ------------------------- ) Harry L. Winn, Jr. ) POWER OF ATTORNEY We, the undersigned officers and directors of Wissinger's, Inc. (hereinafter the "Company") hereby severally constitute Robert E. Stauth, Harry L. Winn, Jr., David R. Almond and John M. Thompson, and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement (and any and all amendments thereto, including post-effective amendments) on Form S-3 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 the guarantee by the Company of up to a maximum of $500,000,000 principal amount of unsecured debt instruments of Fleming Companies, Inc., granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ HARRY L. WINN, JR. President (Chief ) - ------------------------- Executive Officer) ) Harry L. Winn, Jr. and Director ) ) ) /s/ JOHN M. THOMPSON Vice President and ) - ------------------------- Treasurer (Chief ) John M. Thompson Financial Officer) ) ) ) /s/ DONALD N. EYLER Vice President )September 2, 1994 - ------------------------- (Chief Accounting ) Donald N. Eyler Officer) and Director ) ) ) /s/ DAVID R. ALMOND Director ) - ------------------------- ) David R. Almond ) EX-25 6 EXHIBIT 25 Registration No. ------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------------------------- F O R M T-1 STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------------------------------------ TEXAS COMMERCE BANK NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) ORGANIZED UNDER THE LAWS OF THE UNITED STATES OF AMERICA 74-0800980 (State of incorporation if not (I.R.S. employer national bank) identification no.) 600 TRAVIS 77002 HOUSTON, TEXAS (Zip Code) (Address of principal executive offices) ---------------------------------------------------- FLEMING COMPANIES, INC. (Exact name of obligor as specified in its charter) OKLAHOMA 48-0222760 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 6301 WATERFORD BOULEVARD OKLAHOMA CITY, OKLAHOMA 73126 (Address of principal executive offices) (Zip Code) ______ % SENIOR NOTES DUE 2001 ______ % FLOATING RATE SENIOR NOTES DUE 2001 (Title of the indenture securities) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM 1. GENERAL INFORMATION. Furnish the following information as to the Trustee: (a) Name and address of each examining or supervising authority to which it is subject. NAME ADDRESS ---------- --------------- Comptroller of the Currency Washington, D.C. Federal Reserve Bank Dallas, Texas Federal Deposit Insurance Corporation Washington, D.C. National Bank Examiners Dallas, Texas (b) Whether it is authorized to exercise corporate trust powers. Yes. ITEM 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation. None. ITEM 16. LIST OF EXHIBITS. List below all exhibits filed as part of this statement of eligibility: Exhibit 1. A copy of the Articles of Association of the Trustee as now in effect. Exhibit 2. A copy of the certificate of authority of the Trustee to commence business. Exhibit 3. A copy of the authorization of the Trustee to exercise corporate trust powers. Exhibit 4. A copy of the existing bylaws of the Trustee. Exhibit 5. Not Applicable. Exhibit 6. The consents of the United States institutional trustees required by Section 321(b) of the Trustee Indenture Act of 1939. Exhibit 7. A copy of the latest report of condition of the Trustee published pursuant to law or the requirements of its supervising or examining authority. Exhibit 8. Not Applicable. Exhibit 9. Not Applicable. The answer to Item 2 is based in part on information provided or confirmed by the obligor. The accuracy and completeness of such information is hereby disclaimed by the Trustee. 1 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Texas Commerce Bank National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Dallas, and State of Texas, on the __ th day of September, 1994. TEXAS COMMERCE BANK NATIONAL ASSOCIATION By: /s/ Greg Dickey ----------------------------------------- Name: Greg Dickey Title: Assistant Vice President EXHIBIT 1 TEXAS COMMERCE BANK NATIONAL ASSOCIATION AMENDED AND RESTATED ARTICLES OF ASSOCIATION FIRST: The title of this Association shall be TEXAS COMMERCE BANK NATIONAL ASSOCIATION. SECOND: The main office of the Association shall be in Houston, County of Harris, State of Texas. The general business of the Association shall be conducted at its main office and its branches. THIRD: The Board of Directors of this Association shall consists of not less than five nor more than twenty-five qualified persons, the exact number of Directors within such minimum and maximum limits to fixed and determined from time to time by resolution of a majority of the full Board of Directors or by resolution of the shareholders at any annual or special meeting thereof. Unless otherwise provided by the laws of the United States, any vacancy in the Board of Directors for any reason, including an increase in the number thereof, may be filled by action of the Board of Directors. FOURTH: The annual meeting of the shareholders for the election of Directors and the transaction of whatever other business may be brought before said meeting shall be held at the main office or such other place as the Board of Directors may designate, on the day of each year specified therefor in the Bylaws, but if no election is held on that day, it may be held on any subsequent day according to the provisions of law; and all elections shall be held according to such lawful regulations as may be prescribed by the Board of Directors. Nominations for election to the Board of Directors may be made by the Board of Directors or by any shareholder of any outstanding class of capital stock of the Association entitled to vote for election of directors. Nominations, other than those made by or on behalf of the existing management of the Association, shall be made in writing and shall be delivered or mailed to the Chairman or the President of the Association and to the Comptroller of the Currency, Washington, D. C., not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors; provided, however, that if less than 21 days notice of the meeting is given to the shareholder, such nomination shall be mailed or delivered to the Chairman or President of the Association and to the Comptroller of the Currency not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder: (a) the name and address of each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the total number of shares of capital stock of the Association that will be voted for each proposed nominee; (d) the name and residence address of the notifying shareholder; and (e) the number of shares of capital stock of the Association owned by the notifying shareholder. Nominations not made in accordance herewith may, in his discretion, be disregarded by the Chairman of the meeting and, upon his instructions, the vote tellers may disregard all votes for each such nominee. FIFTH: The amount of authorized capital stock of this Association shall be $612,895,000 divided into 61,289,500 shares of common stock of the par value per share of Ten Dollars ($10.00), but said capital stock may be increased or decreased from time to time, in accordance with the provisions of the laws of the United States. No holder of shares of the capital stock of any class of this Association shall have any preemptive or preferential right of subscription to any shares of any class of stock of this Association, whether now or hereafter authorized, or to any obligations convertible into stock of this Association, issued or sold, nor any right of subscription to any thereof other than such, if any, as the Board of Directors, in its discretion, may from time to time determine and at such price as the Board of Directors may from time to time fix. The Association, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders. SIXTH: The Board of Directors shall appoint one of its members President of this Association, who shall be Chairman of the Board, unless the Board appoints another director to be the Chairman. The Board of Directors shall have the power to appoint one or more Vice Presidents and to appoint a Cashier and such other officers and employees as may be required to transact the business of this Association. The Board of Directors shall have the power to define the duties of the officers and employees of the Association; to fix the salaries to be paid to them; to dismiss them; to require bonds from them and to fix the penalty thereof; to regulate the manner in which any increase of the capital of the Association shall be made; to manage and administer the business and affairs of the Association; to make all Bylaws that it may be lawful for them to make; and generally to do and perform all acts that it may be legal for a Board of Directors to do and perform. SEVENTH: The Board of Directors shall have the power to change the location of the main office to any other place within the limits of the City of Houston, Texas, without the approval of the shareholders but subject to the approval of the Comptroller of the Currency, and shall have the power to establish or change the location of any branch or branches of the Association to any other location, without the approval of the shareholders but subject to the approval of the Comptroller of the Currency. EIGHTH: The corporate existence of this Association shall continue until terminated in accordance with the laws of the United States. NINTH: The Board of Directors of this Association, or any three or more shareholders owning, in the aggregate, not less than 25 percent of the stock of this Association, may call a special meeting of shareholders at any time. Unless otherwise provided by the laws of the United States, a notice of the time, place and purpose of every annual and special meeting of the shareholders shall be given by first class mail, postage prepaid, mailed at least ten days prior to the date of such meeting to each shareholder of record at his address as shown upon the books of this Association. TENTH: No director of this Association shall be liable to this Association or its shareholders for monetary damages for an act or omission in the director's capacity as a director, except for liability for (i) a breach of a director's duty of loyalty to this Association or its shareholders, (ii) an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law, (iii) a transaction from which a director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director's office, (iv) an act or omission for which the liability of a director is expressly provided for by statute, or (v) an act related to an unlawful stock repurchase or payment of a dividend. If the Texas Business Corporation Act, the Texas Miscellaneous Corporation Laws Act or other applicable state or federal banking law or regulation is amended after approval by the shareholders of this article to authorize corporate action further eliminating or limiting the liability of directors, then the liability of a director of this Association shall be eliminated or limited to the fullest extent permitted by the Texas Business Corporation Act, the Texas Miscellaneous Corporation Laws Act or other applicable state law or Federal banking law or regulation as so amended or enacted. Any repeal or modification of the foregoing paragraph by the shareholders shall not adversely affect any right or protection of a director existing at the time of such repeal or modification. ELEVENTH: These Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this Association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount. EXHIBIT 2 TEXAS COMMERCE BANK NATIONAL ASSOCIATION SECRETARY'S CERTIFICATE I, Susan E. Gross, hereby certify that I am an Assistant Secretary of Texas Commerce Bank National Association (the "Bank") and in such capacity am generally familiar with the Bank's corporate records and that: 1. The Bank is a national banking association duly and validly existing under the laws of the United States of America, is duly authorized to transact business as a national banking association and is authorized to act in all fiduciary capacities pursuant to 12 U.S.C. 92a. The charter number of the Bank is 10225. 2. On September 15, 1993, the Bank purchased the stock of Ameritrust Texas National Association, charter number 21665. Effective September 15, 1993, the name of Ameritrust Texas National Association was changed to Texas Commerce Trust Company, National Association. Attached hereto as Exhibit A is a true and correct copy of a letter from the Office of the Comptroller of the Currency ("OCC") evidencing such change of name. 3. Effective December 17, 1993, Texas Commerce Trust Company, National Association was merged with and into the Bank. Attached hereto as Exhibit B is a true and correct copy of a letter from the OCC officially certifying to such merger. 4. Attached hereto as Exhibit C is a true and correct copy of the Articles of Association of the Bank in effect as of the date set forth below. IN WITNESS WHEREOF, the undersigned has executed this certificate this 14th day of February, 1994, at Dallas, Texas. Texas Commerce Bank National Association By: /s/ Susan E. Gross -------------------------------------- Susan E. Gross Assistant Secretary - -------------------------------------------------------------------------------- Comptroller of the Currency Administrator of National Banks - -------------------------------------------------------------------------------- Southwestern District Office 1600 Lincoln Plaza 500 North Akard Street Dallas, Texas 75201-3394 September 22, 1993 Annette L. Tripp Texas Commerce Trust Company, N.A. 3400 Texas Commerce Tower Houston, Texas 77002-3004 Re: Change in Corporate Title Application Control No. 93-SW-04-012 Dear Ms. Tripp: The Office of the Comptroller of the Currency (OCC) has received your letter concerning the title change and the appropriate amendment to the articles of association. The OCC has recorded that as of September 15, 1993, the title of Ameritrust Texas National Association, charter number 21665, was changed to Texas Commerce Trust Company, National Association. As a result of the Garn-St Germain Depository Institutions Act of 1982, the OCC is no longer responsible for the approval of national bank name changes nor does it maintain official records on the use of alternate titles. The use of other titles or the retention of the rights to any previously used title is the responsibility of the bank's board of directors. Legal counsel should be consulted to determine whether or not the new title, or any previously used title, could be challenged by competing institutions under the provisions of federal or state law. Should you have any questions concerning this matter, please contact Gladys Langston, at (214) 720-7052. Sincerely, /s/ Edward M. Graves Edward M. Graves Director for Analysis - -------------------------------------------------------------------------------- Comptroller of the Currency Administrator of National Banks - -------------------------------------------------------------------------------- Southwestern District Office 1600 Lincoln Plaza 500 North Akard Dallas, TX 76201-3394 December 21, 1993 Paul W. Bishop Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. 3400 Texas Commerce Tower Houston, TX 77002 Re: Application to merge Texas Commerce Trust Company, N.A. with and into Texas Commerce Bank National Association Application Control #93-SW-02-071 Dear Mr. Bishop: This letter is the official certification of the Office of the Comptroller of the Currency (OCC) to merge Texas Commerce Trust Company, N.A. with and into Texas Commerce Bank National Association, Houston, Texas, effective as of December 17, 1993. The resulting bank title is Texas Commerce Bank National Association and the charter number is 10225. Sincerely, /s/ Edward M. Graves Edward M. Graves Director for Compliance and Analysis EXHIBIT 3 TEXAS COMMERCE BANK NATIONAL ASSOCIATION SECRETARY'S CERTIFICATE I, Susan E. Gross, Assistant Secretary of Texas Commerece Bank National Association (the "Bank") hereby certify that on January 12, 1994, at a meeting duly called and convened and at which a quorum was present, the Board of Directors of the Bank adopted the resolutions set forth below, and such resolutions are presently in full force and effect and have not been modified, revoked or rescinded: RESOLVED, that for the purpose of the following resolutions, the following words shall have the meaning ascribed to them as follows: "Bank" shall mean Texas Commerce Bank National Association. "Trust Officer" shall mean any Corporate Trust Officer, any Real Estate Trust Officer, any Petroleum Trust Officer, any Personal Trust Officer, and any Trust Officer of the Bank. "Senior Officer" shall mean the Chairman of the Board, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President, the General Counsel, the Secretary, the Treasurer and the Cashier of the Bank, and any Chairman, any Vice Chairman, any Executive Vice President, any Senior Vice President and any Vice President of any region of the Bank. "Senior Trust Officer" shall mean any Senior Corporate Trust Officer, any Senior Real Estate Trust Officer, any Senior Petroleum Trust Officer, any Senior Personal Trust Officer, and any Senior Trust Officer of the Bank. RESOLVED, that the Chairman of the Board, the President, any Vice Chairman, any Executive Vice President and Trust Officer, any Senior Vice President and Trust Officer, any Vice President and Trust Officer, any Assistant Vice President and Trust Officer, any Senior Trust Officer, and any Trust Officer of the Bank, and any Chairman, President, Vice Chairman, Executive Vice President and Trust Officer, Senior Vice President and Trust Officer, Vice President and Trust Officer, Assistant Vice President and Trust Officer, Senior Trust Officer, or Trust Officer of any region of the Bank and each of them hereby is, authorized to execute and deliver for and on behalf of the Bank agreements (including, but not limited to, agency agreements, transfer agency agreements, paying agency agreements, exchange agreements, escrow agreements and other similar agreements), indentures, mortgages, deeds, releases, conveyances, assignments, transfers, leases, demands, proofs of debt, claims, discharges, satisfactions, settlements, positions, affidavits, receipts, instruments or documents, powers of attorney, records, bonds, undertakings, proxies, other agency powers, authentication certificates appearing on bonds and debentures, registration certificates appearing on stock, bond or debentures certificates and such other documents and instruments, other than secretary's certificates or officer's certificates, as may be necessary and appropriate to carry out the fiduciary or agency powers of the Bank. RESOLVED, that the Senior Officers, the Chief Financial Officer, the Chief Administrative Officer, the Secretary, any Assistant Secretary, any Assistant Vice President, any Senior Trust Officer, any Trust Officer, and any Assistant Trust Officer of the Bank, and any Executive Vice President and Trust Officer, Senior Vice President and Trust Officer, Vice President and Trust Officer, Assistant Vice President and Trust Officer, Senior Trust Officer and Trust Officer of any region of the Bank be, and each of them hereby is, authorized to countersign, acknowledge or verify accounts, schedules, requisitions, certifications and declarations, other than secretary's certificates or officer's certificates, in connection with the exercise of the fiduciary or agency powers of the Bank. RESOLVED, that the power and authority conferred to any person pursuant to these resolutions shall include, but not be limited to, the power to execute any other documents and to do and perform such other acts and things as may be necessary or appropriate to consummate the transactions so authorized or to carry out the purposes and intent of such resolutions. I also certify that Stephen Shrull is a duly elected and acting TCB-Metrople - Trust Officer of the Bank. EXECUTED effective as of the 14th day of February, 1994, at Dallas, Texas. Texas Commerce Bank National Association By: /s/ Susan E. Gross -------------------------------------- Susan E. Gross Assistant Secretary EXHIBIT 4 BYLAWS OF TEXAS COMMERCE BANK NATIONAL ASSOCIATION __________ SECTION 1: MEETINGS OF SHAREHOLDERS SECTION 1.1. ANNUAL MEETINGS. The annual meeting of the shareholders of the Association for the election of directors and for the transaction of such other business as properly may come before such meeting, shall be held at the principal banking office of the Association in Houston, Texas, or such other place authorized by the Board of Directors ("Board"), at 10:30 a.m. on the Wednesday before the third Tuesday in January or as soon thereafter as practicable if, for any reason, the meeting cannot be held at such time or on such date. The Chairman of the Board (hereinafter "Chairman") and the Secretary of the Association shall act as Chairman and Secretary, respectively, of the meeting. SECTION 1.2. SPECIAL MEETINGS. Special meetings of the shareholders of the Association may be called by the Chairman or upon the direction of a majority of the Board. SECTION 1.3. NOTICE. Unless otherwise provided by law or by the Articles of Association, a notice of the time, place and purpose of every annual and special meeting of the shareholders shall be given by first class mail, postage prepaid, mailed at least ten days prior to the date of such meeting to each shareholder of record at the shareholder's address as shown on the books of the Association. SECTION 1.4. PROXIES. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing, but no officer or employee of the Association shall act as proxy. Proxies shall be valid only for the meeting specified therein and any adjournments thereof. SECTION 1.5. VOTING RIGHTS. Except as otherwise provided by law or these Bylaws, each shareholder shall be entitled to one vote for each share of stock held, and a majority of votes cast shall decide each matter submitted for a vote. SECTION 1.6 RECORD DATE. The record date for determining those shareholders who shall have the right to receive notice of and to vote at meetings of shareholders shall be set by the Board or, if the Board fails to set such date, by the Chairman. The record date shall be not less than ten and not more than fifty days prior to the date of the meeting. SECTION 2: DIRECTORS SECTION 2.1. NUMBER. Unless applicable law shall permit a greater number, the Board of the Association shall consist of such persons, not less than five nor more than twenty-five, as from time to time shall be fixed and determined by a majority of the full Board or by resolution of a majority of the outstanding shares of stock of the Association at the annual or any special meeting of the shareholders. SECTION 2.2. TERM. The directors of the Association shall hold office until the annual meeting of shareholders next following their election and until their successors have been elected and qualified unless removed according to the provisions of the Articles of Association or these Bylaws. SECTION 2.3. VACANCIES. Any vacancies occurring in the Board for any reason may, subject to the provisions of Section 2.1. hereof, be filled by a vote of a majority of the remaining directors, and any director so appointed shall hold office until the next annual meeting of shareholders or until a successor is elected. SECTION 2.4. ANNUAL MEETINGS. Following the annual meeting of the shareholders, the Chairman or the Secretary of the meeting shall notify the directors-elect of their election, and they shall meet promptly for the purposes of electing officers of the Association for the ensuing year and for the transaction of such organizational and other business as properly may come before the meeting. SECTION 2.5. REGULAR MEETINGS. Regular meetings of the Board shall be held without notice at 10:30 a.m. on the Wednesday before the third Tuesday of each January, April, July and October. Regular meetings of the Board also shall be held each June and December on such date and at such time as the Chairman may prescribe, with notice of such meetings to be given to each member of the Board by telegram, letter, telephone, telecopy or in person. Such meetings shall be held at the principal office of the Association. If any regular meeting of the Board shall fall upon a holiday, the meeting shall be held at the time and place specified in this Section on the next banking business day unless some other date shall be designated by a majority of the Board. A special meeting may be held in lieu of a regular meeting in any given calendar month. SECTION 2.6. SPECIAL MEETINGS. Special meetings of the Board may be called either by the Chairman, or in his absence, by the President, or in his absence, by any of the Vice Chairmen of the Board, or at the request of three or more directors. Each member of the Board shall be given notice by telegram, letter, telephone, telecopy or in person stating the time, place and purpose of each such meeting. SECTION 2.7. QUORUM. For the transaction of business, a quorum of the Board shall consist of not less than a majority of the entire Board then in office. If, at the time fixed for any meeting, a quorum is not present, the directors in attendance may adjourn the meeting from time to time until a quorum is obtained. The majority of those directors present and voting at any meeting of the Board shall decide each matter considered. SECTION 2.8. ADVISORY DIRECTORS. The Board may appoint such advisory directors as it may deem appropriate, each of whom shall hold office until the next annual meeting of the directors following their elections. The advisory directors of the Association shall have the right to attend the meetings of the Board held each January, April, July and October and to advise with the Board concerning the affairs of the Association, but advisory directors shall not have the right to vote. SECTION 2.9. RETIREMENT OF DIRECTORS. No person shall be elected to serve as a director or an advisory director of the Association who has attained 68 years of age at the time of such election except in accordance with this Section. Notwithstanding the foregoing, any director or advisory director of the Association who, at the time of the adoption of these Bylaws, is not eligible under the foregoing provision to be elected to such office may be elected to serve in such capacity for one additional term. Any director or advisory director of the Association who, during his or her term of office, ceases to be eligible under the foregoing provision to be elected to such office may continue to serve the remainder of his or her term of office until the next annual meeting of shareholders. SECTION 3: OFFICERS SECTION 3.1. CHAIRMAN. There shall be a Chairman, as designated by the Board. The Chairman shall preside at all meetings of the Board. The Chairman shall preside at all meetings of the Loan and Discount Committee at which the Chairman is present, unless the Chairman shall elect to delegate this duty and responsibility to another officer. The Chairman shall have supervision over and exercise general executive and administrative powers relating to all of the operations and business of the Association. The Chairman shall from time to time assign all officers of this Association their respective powers, duties and responsibilities and shall have and exercise such other powers and duties as from time to time may be conferred upon the Chairman or assigned to the Chairman of the Board. SECTION 3.2. PRESIDENT. The President shall be a member of the Board. The President shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice to the office of president or imposed by these Bylaws. The President shall perform such executive and administrative duties as may be assigned to the President by the Board, and in the case of the absence or inability of the Chairman to act, the President shall perform the duties of the Chairman during such absence or inability. SECTION 3.3. VICE CHAIRMAN. The Board may appoint one or more of its directors as Vice Chairmen. During the absence of the Chairman and the President, the Vice Chairmen, in the order of their seniority as Vice Chairmen, shall preside at the meetings of the Board. Each Vice Chairman shall perform such executive and administrative duties as may be assigned to such Vice Chairman by the Chairman. SECTION 3.4. EXECUTIVE TRUST OFFICER. There shall be an Executive Trust Officer of the Association, appointed by the Board, whose duties shall be to manage, supervise and direct all of the activities of the Trust Department. The Board may appoint other trust officers as it may deem appropriate with such duties as may be designated by the Board or by the Executive Trust Officer. SECTION 3.5. SECRETARY AND ASSISTANT SECRETARIES. The Board shall appoint a Secretary, or other designated officer, who shall be secretary of the Board and of the Association and shall keep accurate minutes of all meetings. The Secretary shall attend to the giving of all notices required by these Bylaws; shall be custodian of the corporate seal, records, documents and papers of the Association; shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice, to the office of secretary or cashier, or imposed by these Bylaws; and also shall perform such duties as may be assigned from time to time by the Board or the Chairman. The Board may appoint one or more Assistant Secretaries and/or a Cashier, and each of the Assistant Secretaries and Cashier so appointed shall have the same authority provided by these Bylaws to the Secretary and such other duties as may be assigned by the Board or the Chairman. SECTION 3.6. OTHER OFFICERS. The Board may appoint one or more Executive Vice Presidents, one or more Senior Vice Presidents, one or more Vice Presidents, and such other officers with such titles as may from time to time be deemed appropriate for the transaction of the business of the Association. Each such officer shall have such duties as from time to time may be assigned to such officer by the Chairman. SECTION 3.7. TERM OF OFFICE. The Chairman, the Vice Chairmen and the President shall hold their offices for the current year for which the Board, of which they are members or advisory members, was elected unless they shall resign, become disqualified or be removed. Such officers may be removed by the Board with or without cause. Any vacancy occurring in such offices shall be filled by the Board. All other persons shall hold the offices to which they are elected subject to removal by the Chairman or by the Board. SECTION 3.8. RECORDS OF THE ASSOCIATION. The Secretary shall be responsible for the minute books of the Association, the organizational papers of the Association, the Articles of Association, the returns of elections, the Bylaws, the proceedings of regular and special meetings of the Board and of the shareholders and the reports of the committees of the Board. The minutes of each meeting shall be signed by either the Secretary or an Assistant Secretary or the person acting in such capacity in the absence of the Secretary or an Assistant Secretary and approved by the officer presiding at such meeting. SECTION 4: COMMITTEES SECTION 4.1. BOARD COMMITTEES. Each year at its annual organizational meeting and at such other times as it deems necessary, the Board shall appoint such committees, consisting of directors and/or advisory directors, as it deems appropriate, specifying the authority and responsibilities of each such committee. Such committees shall include at least an Examining and Audit Committee, a Trust Audit Committee, a Trust Committee and a Nominating Committee and any other committee required by law. Any advisory director appointed to a committee shall have the right to attend meetings of the committee and to advise the committee but shall not have the right to vote. SECTION 4.2. MANAGEMENT COMMITTEES. Not less than annually the Chairman shall appointment a Loan and Discount Committee and such other management committees and subcommittees, comprised of officers and/or employees of the Association, as the Chairman deems appropriate, and those committees shall have such powers and responsibilities, not inconsistent with these Bylaws or any resolution of the Board, as the Chairman may specify. SECTION 4.3. MINUTES. Each committee shall keep minutes of its meetings, which shall be filed with the Secretary or an Assistant Secretary. SECTION 4.4. QUORUM. At least half of the members of a committee shall be required to constitute a quorum for the transaction of such committee's business unless a greater number shall be specifically required in the case of a Board committee by resolution or in the case of a management committee by the Chairman. SECTION 5: STOCK SECTION 5.1. TRANSFER OF SHARES. The capital stock of the Association shall be transferable on the stock certificate books of the Association, and all such transfers shall be recorded therein. SECTION 5.2. CERTIFICATES REPRESENTING SHARES. Certificates representing shares of capital stock of the Association shall be in the form approved by the Board and shall be signed manually or by facsimile signature by the Chairman, the President, any Vice Chairman, Executive Vice President or Senior Vice President, and by the Secretary, an Assistant Secretary, or the Cashier. In case any officer who has signed or whose facsimile signature has been placed upon the form of certificate shall have ceased to be such officer before such certificate is issued, such certificate may be issued with the same effect as if the officer were such officer at the date of issuance. SECTION 6: SEAL The seal of this Association shall be in such form as may be from time to time prescribed by the Board. Each of the Secretary, the Assistant Secretaries and such officers of the Association as the Board may direct shall have authority to affix the corporate seal of this Association to any document requiring such seal and to attest the same. SECTION 7: EXECUTION OF INSTRUMENTS All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, checks, drafts, undertakings, proxies and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted in the name of and on behalf of the Association by such officers as the Board may from time to time direct or, if the Board has not directed, then by such officers as the Chairman from time to time directs. The provisions of this Section 7 are supplementary to any other provision of these Bylaws. SECTION 8: BANKING HOURS Except as otherwise provided by law, the Association shall be open for business on such days of the week and during such hours as the Chairman or his designee may direct. SECTION 9: INDEMNIFICATION The Association shall indemnify and advance expenses to all directors, advisory directors, officers, employees and agents of the Association, and to all persons who are or were serving at the request of the Association as a director, advisory director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, association, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise to the maximum extent allowed by the Texas Business Corporation Act or other applicable state law, Federal banking law and/or regulations. SECTION 10: AMENDMENTS TO BYLAWS These Bylaws may be amended, altered or repealed at any meeting of the Board by a vote of a majority of the full Board. In addition, the Association's shareholders may repeal, alter or amend these Bylaws even though the Bylaws also may be amended or repealed by the Board. EXHIBIT 6 Texas Commerce Bank National Association, as a condition to qualification under the Trust Indenture Act of 1939, consents that reports of examinations by federal, state, territorial, or district authorities may be furnished by such authorities to the Securities and Exchange Commission of the United States upon request of said Commission for said reports, as provided in Section 321 of said Trust Indenture Act of 1939. TEXAS COMMERCE BANK NATIONAL ASSOCIATION By: /s/ Greg Dickey ------------------------------------- Name: Greg Dickey Title: Assistant Vice President Date: September __, 1994 3 EXHIBIT 7 Exhibit 7
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 3/31/94 ST-BK: 48-3926 FFIEC 031 Address: P.O. Box 2558 Page RI-1 City, State Zip: Houston, TX 77252-2558 FDIC Certificate No.: |0|3|2|6|3| ___________ Consolidated Report of Income for the period January 1, 1994-March 31, 1994 All Report of Income schedules are to be reported on a calendar year-to-date basis in thousands of dollars. Schedule RI--Income Statement __________ | I480 | (- ____________ ________ Dollar Amounts in Thousands | RIAD Bil Mil Thou | _______________________________________________________________________________________________ ____________________ 1. Interest income: | ////////////////// | a. Interest and fee income on loans: | ////////////////// | (1) In domestic offices: | ////////////////// | (a) Loans secured by real estate ................................................... | 4011 44,587 | 1.a.(1)(a) (b) Loans to depository institutions ............................................... | 4019 275 | 1.a.(1)(b) (c) Loans to finance agricultural production and other loans to farmers ............ | 4024 1,184 | 1.a.(1)(c) (d) Commercial and industrial loans ................................................ | 4012 55,697 | 1.a.(1)(d) (e) Acceptances of other banks ..................................................... | 4026 0 | 1.a.(1)(e) (f) Loans to individuals for household, family, and other personal expenditures: | ////////////////// | (1) Credit cards and related plans ............................................. | 4054 2,989 | 1.a.(1)(f)(1) (2) Other ...................................................................... | 4055 22,697 | 1.a.(1)(f)(2) (g) Loans to foreign governments and official institutions ......................... | 4056 3,809 | 1.a.(1)(g) (h) Obligations (other than securities and leases) of states and political | ////////////////// | subdivisions in the U.S.: | ////////////////// | (1) Taxable obligations ........................................................ | 4503 0 | 1.a.(1)(h)(1) (2) Tax-exempt obligations ..................................................... | 4504 1,380 | 1.a.(1)(h)(2) (i) All other loans in domestic offices ............................................ | 4058 20,023 | 1.a.(1)(i) (2) In foreign offices, Edge and Agreement subsidiaries, and IBFs ...................... | 4059 2,947 | 1.a.(2) b. Income from lease financing receivables: | ////////////////// | (1) Taxable leases ..................................................................... | 4505 4,158 | 1.b.(1) (2) Tax-exempt leases .................................................................. | 4307 0 | 1.b.(2) c. Interest income on balances due from depository institutions:(1) | ////////////////// | (1) In domestic offices ................................................................ | 4105 0 | 1.c.(1) (2) In foreign offices, Edge and Agreement subsidiaries, and IBFs ...................... | 4106 42 | 1.c.(2) d. Interest and dividend income on securities: | ////////////////// | (1) U.S. Treasury securities and U.S. Government agency and corporation obligations .... | 4027 45,428 | 1.d.(1) (2) Securities issued by states and political subdivisions in the U.S.: | ////////////////// | (a) Taxable securities ............................................................. | 4506 9 | 1.d.(2)(a) (b) Tax-exempt securities .......................................................... | 4507 95 | 1.d.(2)(b) (3) Other domestic debt securities ..................................................... | 3657 4,389 | 1.d.(3) (4) Foreign debt securities ............................................................ | 3658 21 | 1.d.(4) (5) Equity securities (including investments in mutual funds) .......................... | 3659 678 | 1.d.(5) e. Interest income from assets held in trading accounts ................................... | 4069 154 | 1.e. ______________________ ____________ (1) Includes interest income on time certificates of deposit not held in trading accounts.
3
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 3/31/94 ST-BK: 48-3926 FFIEC 031 Address: P.O. Box 2558 Page RI-2 City, State Zip: Houston, TX 77252-2558 FDIC Certificate No.: |0|3|2|6|3| ___________ Schedule RI--Continued ________________ Dollar Amounts in Thousands | Year-to-date | ___________________________________________________________________________________ ______________ 1. Interest income (continued) | RIAD Bil Mil Thou | f. Interest income on federal funds sold and securities purchased | ////////////////// | under agreements to resell in domestic offices of the bank and of | ////////////////// | its Edge and Agreement subsidiaries, and in IBFs .................... | 4020 37,956 | 1.f. g. Total interest income (sum of items 1.a through 1.f) ................ | 4107 248,518 | 1.g. 2. Interest expense: | ////////////////// | a. Interest on deposits: | ////////////////// | (1) Interest on deposits in domestic offices: | ////////////////// | (a) Transaction accounts (NOW accounts, ATS accounts, and | ////////////////// | telephone and preauthorized transfer accounts) .............. | 4508 6,913 | 2.a.(1)(a) (b) Nontransaction accounts: | ////////////////// | (1) Money market deposit accounts (MMDAs) ................... | 4509 6,976 | 2.a.(1)(b)(1) (2) Other savings deposits .................................. | 4511 17,138 | 2.a.(1)(b)(2) (3) Time certificates of deposit of $100,000 or more ........ | 4174 5,490 | 2.a.(1)(b)(3) (4) All other time deposits ................................. | 4512 22,631 | 2.a.(1)(b)(4) (2) Interest on deposits in foreign offices, Edge and Agreement | ////////////////// | subsidiaries, and IBFs .......................................... | 4172 3,025 | 2.a.(2) b. Expense of federal funds purchased and securities sold under | ////////////////// | agreements to repurchase in domestic offices of the bank and of | ////////////////// | its Edge and Agreement subsidiaries, and in IBFs .................... | 4180 6,777 | 2.b. c. Interest on demand notes issued to the U.S. Treasury and on | ////////////////// | other borrowed money ................................................ | 4185 6,281 | 2.c. d. Interest on mortgage indebtedness and obligations under | ////////////////// | capitalized leases .................................................. | 4072 903 | 2.d. e. Interest on subordinated notes and debentures ....................... | 4200 6,547 | 2.e. f. Total interest expense (sum of items 2.a through 2.e) ............... | 4073 82,681 | 2.f. ___________________________ 3. Net interest income (item 1.g minus 2.f) ............................... | ////////////////// | RIAD 4074 | 165,837 | 3. ___________________________ 4. Provisions: | ////////////////// | ___________________________ a. Provision for loan and lease losses ................................. | ////////////////// | RIAD 4230 | (6,961)| 4.a. b. Provision for allocated transfer risk ............................... | ////////////////// | RIAD 4243 | (2,290)| 4.b. ___________________________ 5. Noninterest income: | ////////////////// | a. Income from fiduciary activities .................................... | 4070 32,863 | 5.a. b. Service charges on deposit accounts in domestic offices ............. | 4080 37,450 | 5.b. c. Trading gains (losses) and fees from foreign exchange transactions .. | 4075 2,955 | 5.c. d. Other foreign transaction gains (losses) ............................ | 4076 62 | 5.d. e. Gains (losses) and fees from assets held in trading accounts ........ | 4077 2,836 | 5.e. f. Other noninterest income: | ////////////////// | (1) Other fee income ................................................ | 5407 23,816 | 5.f.(1) (2) All other noninterest income* ................................... | 5408 11,870 | 5.f.(2) ___________________________ g. Total noninterest income (sum of items 5.a through 5.f) ............. | ////////////////// | RIAD 4079 | 111,852 | 5.g. 6. a. Realized gains (losses) on held-to-maturity securities .............. | ////////////////// | RIAD 3521 | 0 | 6.a. b. Realized gains (losses) on available-for-sale securities ............ | ////////////////// | RIAD 3196 | 0 | 6.b. ___________________________ 7. Noninterest expense: | ////////////////// | a. Salaries and employee benefits ...................................... | 4135 99,141 | 7.a. b. Expenses of premises and fixed assets (net of rental income) | ////////////////// | (excluding salaries and employee benefits and mortgage interest) .... | 4217 28,496 | 7.b. c. Other noninterest expense* .......................................... | 4092 69,400 | 7.c. ___________________________ d. Total noninterest expense (sum of items 7.a through 7.c) ............ | ////////////////// | RIAD 4093 | 197,037 | 7.d. ___________________________ 8. Income (loss) before income taxes and extraordinary items and other | ////////////////// | ___________________________ adjustments (item 3 plus or minus items 4.a, 4.b, 5.g, 6.a, 6.b, and 7.d)| ////////////////// | RIAD 4301 | 89,903 | 8. 9. Applicable income taxes (on item 8) .................................... | ////////////////// | RIAD 4302 | 32,380 | 9. ___________________________ 10. Income (loss) before extraordinary items and other adjustments | ////////////////// | ___________________________ (item 8 minus 9) ....................................................... | ////////////////// | RIAD 4300 | 57,523 | 10. _________________________________________________ ____________ *Describe on Schedule RI-E--Explanations.
4
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 3/31/94 ST-BK: 48-3926 FFIEC 031 Address: P.O. Box 2558 Page RI-3 City, State Zip: Houston, TX 77252-2558 FDIC Certificate No.: |0|3|2|6|3| ___________ Schedule RI--Continued ________________ | Year-to-date | ______ ______________ Dollar Amounts in Thousands | RIAD Bil Mil Thou | ___________________________________________________________________________ ____________________ 11. Extraordinary items and other adjustments: | ////////////////// | a. Extraordinary items and other adjustments, gross of income taxes* . | 4310 0 | 11.a. b. Applicable income taxes (on item 11.a)* ........................... | 4315 0 | 11.b. c. Extraordinary items and other adjustments, net of income taxes | ////////////////// | ___________________________ (item 11.a minus 11.b) ............................................ | ////////////////// | RIAD 4320 | 0 | 11.c. 12. Net income (loss) (sum of items 10 and 11.c) ......................... | ////////////////// | RIAD 4340 | 57,523 | 12. _________________________________________________ ________________ Memoranda | Year-to-date | ______ ______________ Dollar Amounts in Thousands | RIAD Bil Mil Thou | ______________________________________________________________________________________________________ ____________________ 1. Interest expense incurred to carry tax-exempt securities, loans, and leases acquired after | ////////////////// | August 7, 1986, that is not deductible for federal income tax purposes .......................... | 4513 150 | M.1. 2. Fee income from the sale and servicing of mutual funds and annuities in domestic offices | ////////////////// | (included in Schedule RI, item 5.g) ............................................................. | 8431 2,524 | M.2. 3. Estimated foreign tax credit included in applicable income taxes, items 9 and 11.b above ........ | 4309 0 | M.3. 4. To be completed only by banks with $1 billion or more in total assets: | ////////////////// | Taxable equivalent adjustment to "Income (loss) before income taxes and extraordinary | ////////////////// | items and other adjustments" (item 8 above) ..................................................... | 1244 0 | M.4. 5. Number of full-time equivalent employees on payroll at end of current period (round to | //// Number | nearest whole number) ........................................................................... | 4150 9,490 | M.5. ______________________ Schedule RI-A--Changes in Equity Capital Indicate decreases and losses in parentheses. __________ | I483 | (- ____________ ________ Dollar Amounts in Thousands | RIAD Bil Mil Thou | ______________________________________________________________________________________________________ ____________________ 1. Total equity capital originally reported in the December 31, 1993, Reports of Condition | ////////////////// | and Income ...................................................................................... | 3215 1,694,783 | 1. 2. Equity capital adjustments from amended Reports of Income, net* ................................. | 3216 0 | 2. 3. Amended balance end of previous calendar year (sum of items 1 and 2) ............................ | 3217 1,694,783 | 3. 4. Net income (loss) (must equal Schedule RI, item 12) ............................................. | 4340 57,523 | 4. 5. Sale, conversion, acquisition, or retirement of capital stock, net .............................. | 4346 0 | 5. 6. Changes incident to business combinations, net .................................................. | 4356 0 | 6. 7. LESS: Cash dividends declared on preferred stock ................................................ | 4470 0 | 7. 8. LESS: Cash dividends declared on common stock ................................................... | 4460 0 | 8. 9. Cumulative effect of changes in accounting principles from prior years* (see instructions | ////////////////// | for this schedule) .............................................................................. | 4411 0 | 9. 10. Corrections of material accounting errors from prior years* (see instructions for this schedule) | 4412 0 | 10. 11. Change in net unrealized holding gains (losses) on available-for-sale securities ................ | 8433 (20,272)| 11. 12. Foreign currency translation adjustments ........................................................ | 4414 0 | 12. 13. Other transactions with parent holding company* (not included in items 5, 7, or 8 above) ........ | 4415 4,772 | 13. 14. Total equity capital end of current period (sum of items 3 through 13) (must equal Schedule RC, | ////////////////// | item 28) ........................................................................................ | 3210 1,736,806 | 14. ______________________ ____________ *Describe on Schedule RI-E--Explanations.
5
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 3/31/94 ST-BK: 48-3926 FFIEC 031 Address: P.O. Box 2558 Page RI-4 City, State Zip: Houston, TX 77252-2558 FDIC Certificate No.: |0|3|2|6|3| ___________ Schedule RI-B--Charge-offs and Recoveries and Changes in Allowance for Loan and Lease Losses Part I. Charge-offs and Recoveries on Loans and Leases Part I excludes charge-offs and recoveries through the allocated transfer risk reserve. __________ | I486 | (- _________________________________ ________ | (Column A) | (Column B) | | Charge-offs | Recoveries | ____________________ ____________________ | calendar year-to-date | _________________________________________ Dollar Amounts in Thousands | RIAD Bil Mil Thou | RIAD Bil Mil Thou | ______________________________________________________________________________ ____________________ ____________________ 1. Loans secured by real estate: | ////////////////// | ////////////////// | a. To U.S. addressees (domicile) ......................................... | 4651 630 | 4661 3,494 | 1.a. b. To non-U.S. addressees (domicile) ..................................... | 4652 0 | 4662 0 | 1.b. 2. Loans to depository institutions and acceptances of other banks: | ////////////////// | ////////////////// | a. To U.S. banks and other U.S. depository institutions .................. | 4653 0 | 4663 0 | 2.a. b. To foreign banks ...................................................... | 4654 0 | 4664 0 | 2.b. 3. Loans to finance agricultural production and other loans to farmers ...... | 4655 0 | 4665 0 | 3. 4. Commercial and industrial loans: | ////////////////// | ////////////////// | a. To U.S. addressees (domicile) ......................................... | 4645 1,319 | 4617 3,244 | 4.a. b. To non-U.S. addressees (domicile) ..................................... | 4646 0 | 4618 0 | 4.b. 5. Loans to individuals for household, family, and other personal | ////////////////// | ////////////////// | expenditures: | ////////////////// | ////////////////// | a. Credit cards and related plans ........................................ | 4656 817 | 4666 73 | 5.a. b. Other (includes single payment, installment, and all student loans) ... | 4657 3,519 | 4667 1,232 | 5.b. 6. Loans to foreign governments and official institutions ................... | 4643 0 | 4627 642 | 6. 7. All other loans .......................................................... | 4644 210 | 4628 8 | 7. 8. Lease financing receivables: | ////////////////// | ////////////////// | a. Of U.S. addressees (domicile) ......................................... | 4658 0 | 4668 0 | 8.a. b. Of non-U.S. addressees (domicile) ..................................... | 4659 0 | 4669 2,001 | 8.b. 9. Total (sum of items 1 through 8) ......................................... | 4635 6,495 | 4605 10,694 | 9. ___________________________________________ ___________________________________________ | Cumulative | Cumulative | | Charge-offs | Recoveries | | Jan. 1, 1986 | Jan. 1, 1986 | Memoranda | through | through | Dollar Amounts in Thousands | Dec. 31, 1989 | Report Date | ______________________________________________________________________________ ____________________ ____________________ To be completed by national banks only. | RIAD Bil Mil Thou | RIAD Bil Mil Thou | ____________________ ____________________ 1. Charge-offs and recoveries of Special-Category Loans, as defined for this | ////////////////// | ////////////////// | Call Report by the Comptroller of the Currency ........................... | ////////////////// | 4784 13,370 | M.1. ___________________________________________ ___________________________________________ | (Column A) | (Column B) | Memorandum items 2 and 3 are to be completed by all banks. | Charge-offs | Recoveries | ____________________ ____________________ 2. Loans to finance commercial real estate, construction, and land | calendar year-to-date | _________________________________________ development activities (not secured by real estate) included in | RIAD Bil Mil Thou | RIAD Bil Mil Thou | ____________________ ____________________ Schedule RI-B, part I, items 4 and 7, above .............................. | 5409 6 | 5410 151 | M.2. 3. Loans secured by real estate in domestic offices (included in | ////////////////// | ////////////////// | Schedule RI-B, part I, item 1, above): | ////////////////// | ////////////////// | a. Construction and land development ..................................... | 3582 0 | 3583 0 | M.3.a. b. Secured by farmland ................................................... | 3584 0 | 3585 0 | M.3.b. c. Secured by 1-4 family residential properties: | ////////////////// | ////////////////// | (1) Revolving, open-end loans secured by 1-4 family residential | ////////////////// | ////////////////// | properties and extended under lines of credit ..................... | 5411 0 | 5412 0 | M.3.c.(1) (2) All other loans secured by 1-4 family residential properties ...... | 5413 66 | 5414 51 | M.3.c.(2) d. Secured by multifamily (5 or more) residential properties ............. | 3588 0 | 3589 0 | M.3.d. e. Secured by nonfarm nonresidential properties .......................... | 3590 564 | 3591 3,443 | M.3.e. ___________________________________________
6
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 3/31/94 ST-BK: 48-3926 FFIEC 031 Address: P.O. Box 2558 Page RI-5 City, State Zip: Houston, TX 77252-2558 FDIC Certificate No.: |0|3|2|6|3| ___________ Schedule RI-B--Continued Part II. Changes in Allowance for Loan and Lease Losses and in Allocated Transfer Risk Reserve ___________________________________________ | (Column A) | (Column B) | | Allowance for | Allocated | | Loan and Lease | Transfer Risk | | Losses | Reserve | ____________________ ____________________ Dollar Amounts in Thousands | RIAD Bil Mil Thou | RIAD Bil Mil Thou | ______________________________________________________________________________ ____________________ ____________________ 1. Balance originally reported in the December 31, 1993, Reports of | ////////////////// | ////////////////// | Condition and Income ..................................................... | 3124 324,608 | 3131 2,290 | 1. 2. Recoveries (column A must equal part I, item 9, column B above) .......... | 4605 10,694 | 3132 0 | 2. 3. LESS: Charge-offs (column A must equal part I, item 9, column A above) ... | 4635 6,495 | 3133 0 | 3. 4. Provision (column A must equal Schedule RI, item 4.a; column B must | ////////////////// | ////////////////// | equal Schedule RI, item 4.b) ............................................. | 4230 (6,961)| 4243 (2,290)| 4. 5. Adjustments* (see instructions for this schedule) ........................ | 4815 0 | 3134 0 | 5. 6. Balance end of current period (sum of items 1 through 5) (column A must | ////////////////// | ////////////////// | equal Schedule RC, item 4.b; column B must equal Schedule RC, | ////////////////// | ////////////////// | item 4.c) ................................................................ | 3123 321,846 | 3128 0 | 6. ___________________________________________ ____________ *Describe on Schedule RI-E--Explanations.
Schedule RI-C--Applicable Income Taxes by Taxing Authority Schedule RI-C is to be reported with the December Report of Income. __________ | I489 | (- ____________ ________ Dollar Amounts in Thousands | RIAD Bil Mil Thou | ___________________________________________________________________________________________________ ____________________ 1. Federal ....................................................................................... | 4780 N/A | 1. 2. State and local................................................................................ | 4790 N/A | 2. 3. Foreign ....................................................................................... | 4795 N/A | 3. 4. Total (sum of items 1 through 3) (must equal sum of Schedule RI, items 9 and 11.b) ............ | 4770 N/A | 4. ____________________________ 5. Deferred portion of item 4 ........................................ | RIAD 4772 | N/A | ////////////////// | 5. __________________________________________________
7
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 3/31/94 ST-BK: 48-3926 FFIEC 031 Address: P.O. Box 2558 Page RI-6 City, State Zip: Houston, TX 77252-2558 FDIC Certificate No.: |0|3|2|6|3| ___________ Schedule RI-D--Income from International Operations For all banks with foreign offices, Edge or Agreement subsidiaries, or IBFs where international operations account for more than 10 percent of total revenues, total assets, or net income. Part I. Estimated Income from International Operations __________ | I492 | (- ______ ________ | Year-to-date | ______ ______________ Dollar Amounts in Thousands | RIAD Bil Mil Thou | _________________________________________________________________________________________________ ____________________ 1. Interest income and expense booked at foreign offices, Edge and Agreement subsidiaries, | ////////////////// | and IBFs: | ////////////////// | a. Interest income booked ................................................................... | 4837 N/A | 1.a. b. Interest expense booked .................................................................. | 4838 N/A | 1.b. c. Net interest income booked at foreign offices, Edge and Agreement subsidiaries, and IBFs | ////////////////// | (item 1.a minus 1.b) ..................................................................... | 4839 N/A | 1.c. 2. Adjustments for booking location of international operations: | ////////////////// | a. Net interest income attributable to international operations booked at domestic offices .. | 4840 N/A | 2.a. b. Net interest income attributable to domestic business booked at foreign offices .......... | 4841 N/A | 2.b. c. Net booking location adjustment (item 2.a minus 2.b) ..................................... | 4842 N/A | 2.c. 3. Noninterest income and expense attributable to international operations: | ////////////////// | a. Noninterest income attributable to international operations .............................. | 4097 N/A | 3.a. b. Provision for loan and lease losses attributable to international operations ............. | 4235 N/A | 3.b. c. Other noninterest expense attributable to international operations ....................... | 4239 N/A | 3.c. d. Net noninterest income (expense) attributable to international operations (item 3.a | ////////////////// | minus 3.b and 3.c) ....................................................................... | 4843 N/A | 3.d. 4. Estimated pretax income attributable to international operations before capital allocation | ////////////////// | adjustment (sum of items 1.c, 2.c, and 3.d) ................................................. | 4844 N/A | 4. 5. Adjustment to pretax income for internal allocations to international operations to reflect | ////////////////// | the effects of equity capital on overall bank funding costs ................................. | 4845 N/A | 5. 6. Estimated pretax income attributable to international operations after capital allocation | ////////////////// | adjustment (sum of items 4 and 5) ........................................................... | 4846 N/A | 6. 7. Income taxes attributable to income from international operations as estimated in item 6 .... | 4797 N/A | 7. 8. Estimated net income attributable to international operations (item 6 minus 7) .............. | 4341 N/A | 8. ______________________ Memoranda ______________________ Dollar Amounts in Thousands | RIAD Bil Mil Thou | _________________________________________________________________________________________________ ____________________ 1. Intracompany interest income included in item 1.a above ..................................... | 4847 N/A | M.1. 2. Intracompany interest expense included in item 1.b above .................................... | 4848 N/A | M.2. ______________________ Part II. Supplementary Details on Income from International Operations Required by the Departments of Commerce and Treasury for Purposes of the U.S. International Accounts and the U.S. National Income and Product Accounts ________________ | Year-to-date | ______ ______________ Dollar Amounts in Thousands | RIAD Bil Mil Thou | _________________________________________________________________________________________________ ____________________ 1. Interest income booked at IBFs .............................................................. | 4849 N/A | 1. 2. Interest expense booked at IBFs ............................................................. | 4850 N/A | 2. 3. Noninterest income attributable to international operations booked at domestic offices | ////////////////// | (excluding IBFs): | ////////////////// | a. Gains (losses) and extraordinary items ................................................... | 5491 N/A | 3.a. b. Fees and other noninterest income ........................................................ | 5492 N/A | 3.b. 4. Provision for loan and lease losses attributable to international operations booked at | ////////////////// | domestic offices (excluding IBFs) ........................................................... | 4852 N/A | 4. 5. Other noninterest expense attributable to international operations booked at domestic offices | ////////////////// | (excluding IBFs) ............................................................................ | 4853 N/A | 5. --------------------
8
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 3/31/94 ST-BK: 48-3926 FFIEC 031 Address: P.O. Box 2558 Page RI-7 City, State Zip: Houston, TX 77252-2558 FDIC Certificate No.: |0|3|2|6|3| ___________ Schedule RI-E--Explanations Schedule RI-E is to be completed each quarter on a calendar year-to-date basis. Detail all adjustments in Schedules RI-A and RI-B, all extraordinary items and other adjustments in Schedule RI, and all significant items of other noninterest income and other noninterest expense in Schedule RI. (See instructions for details.) __________ | I495 | (- ______ ________ | Year-to-date | ______ ______________ Dollar Amounts in Thousands | RIAD Bil Mil Thou | __________________________________________________________________________________________________ ____________________ 1. All other noninterest income (from Schedule RI, item 5.f.(2)) | ////////////////// | Report amounts that exceed 10% of Schedule RI, item 5.f.(2): | ////////////////// | a. Net gains on other real estate owned ..................................................... | 5415 1,682 | 1.a. b. Net gains on sales of loans .............................................................. | 5416 0 | 1.b. c. Net gains on sales of premises and fixed assets .......................................... | 5417 0 | 1.c. Itemize and describe the three largest other amounts that exceed 10% of | ////////////////// | Schedule RI, item 5.f.(2): | ////////////////// | _____________ d. | TEXT 4461 |______________________________________________________________________________| 4461 5,958 | 1.d. ___________ Recognition of Revaluation Gains on Futures Contr. e. | TEXT 4462 |______________________________________________________________________________| 4462 | 1.e. ___________ f. | TEXT 4463 |______________________________________________________________________________| 4463 | 1.f. _____________ 2. Other noninterest expense (from Schedule RI, item 7.c): | ////////////////// | a. Amortization expense of intangible assets ................................................ | 4531 14,563 | 2.a. Report amounts that exceed 10% of Schedule RI, item 7.c: | ////////////////// | b. Net losses on other real estate owned .................................................... | 5418 0 | 2.b. c. Net losses on sales of loans ............................................................. | 5419 0 | 2.c. d. Net losses on sales of premises and fixed assets ......................................... | 5420 0 | 2.d. Itemize and describe the three largest other amounts that exceed 10% of | ////////////////// | Schedule RI, item 7.c: | ////////////////// | _____________ e. | TEXT 4464 |______________________________________________________________________________| 4464 8,928 | 2.e. ___________ FDIC Assessment f. | TEXT 4467 |______________________________________________________________________________| 4467 | 2.f. ___________ g. | TEXT 4468 |______________________________________________________________________________| 4468 | 2.g. _____________ 3. Extraordinary items and other adjustments (from Schedule RI, item 11.a) and | ////////////////// | applicable income tax effect (from Schedule RI, item 11.b) (itemize and describe | ////////////////// | all extraordinary items and other adjustments): | ////////////////// | _____________ a. (1) | TEXT 4469 |__________________________________________________________________________| 4469 | 3.a.(1) _____________ (2) Applicable income tax effect | RIAD 4486 | | ////////////////// | 3.a.(2) _____________ ____________________________ b. (1) | TEXT 4487 |__________________________________________________________________________| 4487 | 3.b.(1) _____________ (2) Applicable income tax effect | RIAD 4488 | | ////////////////// | 3.b.(2) _____________ ____________________________ c. (1) | TEXT 4489 |__________________________________________________________________________| 4489 | 3.c.(1) _____________ (2) Applicable income tax effect | RIAD 4491 | | ////////////////// | 3.c.(2) ____________________________ 4. Equity capital adjustments from amended Reports of Income (from Schedule RI-A, | ////////////////// | item 2) (itemize and describe all adjustments): | ////////////////// | _____________ a. | TEXT 4492 |______________________________________________________________________________| 4492 | 4.a. ___________ b. | TEXT 4493 |______________________________________________________________________________| 4493 | 4.b. _____________ 5. Cumulative effect of changes in accounting principles from prior years (from | ////////////////// | Schedule RI-A, item 9) (itemize and describe all changes in accounting principles): | ////////////////// | _____________ a. | TEXT 4494 |______________________________________________________________________________| 4494 | 5.a. ___________ b. | TEXT 4495 |______________________________________________________________________________| 4495 | 5.b. _____________ 6. Corrections of material accounting errors from prior years (from Schedule RI-A, | ////////////////// | item 10) (itemize and describe all corrections): | ////////////////// | _____________ a. | TEXT 4496 |______________________________________________________________________________| 4496 | 6.a. ___________ b. | TEXT 4497 |______________________________________________________________________________| 4497 | 6.b. _____________
9
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 3/31/94 ST-BK: 48-3926 FFIEC 031 Address: P.O. Box 2558 Page RI-8 City, State Zip: Houston, TX 77252-2558 FDIC Certificate No.: |0|3|2|6|3| ___________ Schedule RI-E--Continued ________________ | Year-to-date | ---------------------- Dollar Amounts in Thousands | RIAD Bil Mil Thou | __________________________________________________________________________________________________ ____________________ 7. Other transactions with parent holding company (from Schedule RI-A, item 13) | ////////////////// | (itemize and describe all such transactions): | ////////////////// | _____________ a. | TEXT 4498 |______________________________________________________________________________| 4498 4,772 | 7.a. ___________ Capital Contribution from Parent Company b. | TEXT 4499 |______________________________________________________________________________| 4499 | 7.b. _____________ 8. Adjustments to allowance for loan and lease losses (from Schedule RI-B, part II, | ////////////////// | item 5) (itemize and describe all adjustments): | ////////////////// | _____________ a. | TEXT 4521 |______________________________________________________________________________| 4521 | 8.a. ___________ b. | TEXT 4522 |______________________________________________________________________________| 4522 | 8.b. _____________ --------------------- 9. Other explanations (the space below is provided for the bank to briefly describe, | I498 | I499 | (- ______________________ at its option, any other significant items affecting the Report of Income): ___ No comment | | (RIAD 4769) ___ Other explanations (please type or print clearly): (TEXT 4769)
10
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 3/31/94 ST-BK: 48-3926 FFIEC 031 Address: P.O. Box 2558 Page RC-1 City, State Zip: Houston, TX 77252-2558 FDIC Certificate No.: |0|3|2|6|3| ___________ Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for March 31, 1994 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter. Schedule RC--Balance Sheet __________ | C400 | (- ____________ ________ Dollar Amounts in Thousands | RCFD Bil Mil Thou | _________________________________________________________________________________________________ ____________________ ASSETS | ////////////////// | 1. Cash and balances due from depository institutions (from Schedule RC-A): | ////////////////// | a. Noninterest-bearing balances and currency and coin(1) ................................... | 0081 2,226,052 | 1.a. b. Interest-bearing balances(2) ............................................................ | 0071 5,011 | 1.b. 2. Securities: | ////////////////// | a. Held-to-maturity securities (from Schedule RC-B, column A) .............................. | 1754 1,387,130 | 2.a. b. Available-for-sale securities (from Schedule RC-B, column D) ............................ | 1773 1,450,550 | 2.b. 3. Federal funds sold and securities purchased under agreements to resell in domestic offices | ////////////////// | of the bank and of its Edge and Agreement subsidiaries, and in IBFs: | ////////////////// | a. Federal funds sold ...................................................................... | 0276 5,039,125 | 3.a. b. Securities purchased under agreements to resell ......................................... | 0277 53,401 | 3.b. 4. Loans and lease financing receivables: ____________________________| ////////////////// | a. Loans and leases, net of unearned income (from Schedule RC-C) | RCFD 2122 | 9,491,851 | ////////////////// | 4.a. b. LESS: Allowance for loan and lease losses ................... | RCFD 3123 | 321,846 | ////////////////// | 4.b. c. LESS: Allocated transfer risk reserve ....................... | RCFD 3128 | 0 | ////////////////// | 4.c. ____________________________ d. Loans and leases, net of unearned income, | ////////////////// | allowance, and reserve (item 4.a minus 4.b and 4.c) ..................................... | 2125 9,170,005 | 4.d. 5. Assets held in trading accounts ............................................................ | 3545 29,598 | 5. 6. Premises and fixed assets (including capitalized leases) ................................... | 2145 527,190 | 6. 7. Other real estate owned (from Schedule RC-M) ............................................... | 2150 116,633 | 7. 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) ... | 2130 0 | 8. 9. Customers' liability to this bank on acceptances outstanding ............................... | 2155 11,337 | 9. 10. Intangible assets (from Schedule RC-M) ..................................................... | 2143 468,036 | 10. 11. Other assets (from Schedule RC-F) .......................................................... | 2160 335,486 | 11. 12. Total assets (sum of items 1 through 11) ................................................... | 2170 20,819,554 | 12. ______________________ ____________ (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held in trading accounts.
11
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 3/31/94 ST-BK: 48-3926 FFIEC 031 Address: P.O. Box 2558 Page RC-2 City, State Zip: Houston, TX 77252-2558 FDIC Certificate No.: |0|3|2|6|3| ___________ 0 3 2 6 3 Schedule RC--Continued ___________________________ Dollar Amounts in Thousands | ///////// Bil Mil Thou | _______________________________________________________________________________________________ _________________________ LIABILITIES | /////////////////////// | 13. Deposits: | /////////////////////// | a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I) ..... | RCON 2200 15,912,977 | 13.a. ____________________________ (1) Noninterest-bearing(1) ................................ | RCON 6631 6,101,901 | /////////////////////// | 13.a.(1) (2) Interest-bearing ...................................... | RCON 6636 9,811,076 | /////////////////////// | 13.a.(2) ____________________________ b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, | /////////////////////// | part II) .............................................................................. | RCFN 2200 520,262 | 13.b. ____________________________ (1) Noninterest-bearing ................................... | RCFN 6631 0 | /////////////////////// | 13.b.(1) (2) Interest-bearing ...................................... | RCFN 6636 520,262 | /////////////////////// | 13.b.(2) ____________________________ 14. Federal funds purchased and securities sold under agreements to repurchase in domestic | /////////////////////// | offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: | /////////////////////// | a. Federal funds purchased ............................................................... | RCFD 0278 582,523 | 14.a. b. Securities sold under agreements to repurchase ........................................ | RCFD 0279 249,489 | 14.b. 15. a. Demand notes issued to the U.S. Treasury .............................................. | RCON 2840 1,099,965 | 15.a. b. Trading liabilities ................................................................... | RCFD 3548 19,711 | 15.b. 16. Other borrowed money: | /////////////////////// | a. With original maturity of one year or less ............................................ | RCFD 2332 33,265 | 16.a. b. With original maturity of more than one year .......................................... | RCFD 2333 40,915 | 16.b. 17. Mortgage indebtedness and obligations under capitalized leases ........................... | RCFD 2910 27,079 | 17. 18. Bank's liability on acceptances executed and outstanding ................................. | RCFD 2920 11,337 | 18. 19. Subordinated notes and debentures ........................................................ | RCFD 3200 345,000 | 19. 20. Other liabilities (from Schedule RC-G) ................................................... | RCFD 2930 240,225 | 20. 21. Total liabilities (sum of items 13 through 20) ........................................... | RCFD 2948 19,082,748 | 21. | /////////////////////// | 22. Limited-life preferred stock and related surplus ......................................... | RCFD 3282 0 | 22. EQUITY CAPITAL | /////////////////////// | 23. Perpetual preferred stock and related surplus ............................................ | RCFD 3838 0 | 23. 24. Common stock ............................................................................. | RCFD 3230 612,893 | 24. 25. Surplus (exclude all surplus related to preferred stock).................................. | RCFD 3839 817,138 | 25. 26. a. Undivided profits and capital reserves ................................................ | RCFD 3632 280,057 | 26.a. b. Net unrealized holding gains (losses) on available-for-sale securities ................ | RCFD 8434 26,718 | 26.b. 27. Cumulative foreign currency translation adjustments ...................................... | RCFD 3284 0 | 27. 28. Total equity capital (sum of items 23 through 27) ........................................ | RCFD 3210 1,736,806 | 28. 29. Total liabilities, limited-life preferred stock, and equity capital (sum of items 21, 22, | /////////////////////// | and 28) .................................................................................. | RCFD 3300 20,819,554 | 29. ___________________________ Memorandum To be reported only with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external Number __________________ auditors as of any date during 1993 ............................................................... | RCFD 6724 2 | M.1. __________________ 1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank 2 = Independent audit of the bank's parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 3 = Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority) 4 = Directors' examination of the bank performed by other external auditors (may be required by state chartering authority) 5 = Review of the bank's financial statements by external auditors 6 = Compilation of the bank's financial statements by external auditors 7 = Other audit procedures (excluding tax preparation work) 8 = No external audit work ____________ (1) Includes total demand deposits and noninterest-bearing time and savings deposits.
12
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 3/31/94 ST-BK: 48-3926 FFIEC 031 Address: P.O. Box 2558 Page RC-3 City, State Zip: Houston, TX 77252-2558 FDIC Certificate No.: |0|3|2|6|3| ___________ 0 3 2 6 3 Schedule RC-A--Cash and Balances Due From Depository Institutions Exclude assets held in trading accounts. ----------- | C405 | (- _________________________________ ________ | (Column A) | (Column B) | | Consolidated | Domestic | | Bank | Offices | ------------------------------------------- Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCON Bil Mil Thou | _____________________________________________________________________________ ____________________ ____________________ 1. Cash items in process of collection, unposted debits, and currency and | ////////////////// | ////////////////// | coin .................................................................... | 0022 1,555,014 | ////////////////// | 1. a. Cash items in process of collection and unposted debits .............. | ////////////////// | 0020 1,248,133 | 1.a. b. Currency and coin .................................................... | ////////////////// | 0080 306,881 | 1.b. 2. Balances due from depository institutions in the U.S. ................... | ////////////////// | 0082 132,472 | 2. a. U.S. branches and agencies of foreign banks (including their IBFs) ... | 0083 63 | ////////////////// | 2.a. b. Other commercial banks in the U.S. and other depository institutions | ////////////////// | ////////////////// | in the U.S. (including their IBFs) ................................... | 0085 132,409 | ////////////////// | 2.b. 3. Balances due from banks in foreign countries and foreign central banks .. | ////////////////// | 0070 10,802 | 3. a. Foreign branches of other U.S. banks ................................. | 0073 938 | ////////////////// | 3.a. b. Other banks in foreign countries and foreign central banks ........... | 0074 9,889 | ////////////////// | 3.b. 4. Balances due from Federal Reserve Banks ................................. | 0090 532,750 | 0090 532,750 | 4. 5. Total (sum of items 1 through 4) (total of column A must equal | ////////////////// | ////////////////// | Schedule RC, sum of items 1.a and 1.b) .................................. | 0010 2,231,063 | 0010 2,231,038 | 5. ___________________________________________ ______________________ Memorandum Dollar Amounts in Thousands RCOW Bil Mil Thou __________________________________________________________________________________________________ ____________________ 1. Noninterest-bearing balances due from commercial banks in the U.S. (included in item 2, | ////////////////// | column B above) .............................................................................. | 0050 132,472 | M.1. ______________________
13
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 3/31/94 ST-BK: 48-3926 FFIEC 031 Address: P.O. Box 2558 Page RC-4 City, State Zip: Houston, TX 77252-2558 FDIC Certificate No.: |0|3|2|6|3| ___________ Schedule RC-B--Securities Exclude assets held in trading accounts. __________ | C410 | (- ___________________________________________________________________________ ________ | Held-to-maturity | Available-for-sale | _________________________________________ _________________________________________ | (Column A) | (Column B) | (Column C) | (Column D) | | Amortized Cost | Fair Value | Amortized Cost | Fair Value(1) | ____________________ ____________________ ____________________ ____________________ Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou | ______________________________________ ____________________ ____________________ ____________________ ____________________ 1. U.S. Treasury securities ......... | 0211 0 | 0213 0 | 1286 378,278 | 1287 374,489 | 1. 2. U.S. Government agency | ////////////////// | ////////////////// | ////////////////// | ////////////////// | and corporation obligations | ////////////////// | ////////////////// | ////////////////// | ////////////////// | (exclude mortgage-backed | ////////////////// | ////////////////// | ////////////////// | ////////////////// | securities): | ////////////////// | ////////////////// | ////////////////// | ////////////////// | a. Issued by U.S. Govern- | ////////////////// | ////////////////// | ////////////////// | ////////////////// | ment agencies(2) .............. | 1289 0 | 1290 0 | 1291 0 | 1293 0 | 2.a. b. Issued by U.S. | ////////////////// | ////////////////// | ////////////////// | ////////////////// | Government-sponsored | ////////////////// | ////////////////// | ////////////////// | ////////////////// | agencies(3) ................... | 1294 1,999 | 1295 2,002 | 1297 0 | 1298 0 | 2.b. 3. Securities issued by states | ////////////////// | ////////////////// | ////////////////// | ////////////////// | and political subdivisions | ////////////////// | ////////////////// | ////////////////// | ////////////////// | in the U.S.: | ////////////////// | ////////////////// | ////////////////// | ////////////////// | a. General obligations ........... | 1676 439 | 1677 437 | 1678 0 | 1679 0 | 3.a. b. Revenue obligations ........... | 1681 185 | 1686 269 | 1690 0 | 1691 0 | 3.b. c. Industrial development | ////////////////// | ////////////////// | ////////////////// | ////////////////// | and similar obligations ....... | 1694 0 | 1695 0 | 1696 0 | 1697 0 | 3.c. 4. Mortgage-backed | ////////////////// | ////////////////// | ////////////////// | ////////////////// | securities (MBS): | ////////////////// | ////////////////// | ////////////////// | ////////////////// | a. Pass-through securities: | ////////////////// | ////////////////// | ////////////////// | ////////////////// | (1) Guaranteed by | ////////////////// | ////////////////// | ////////////////// | ////////////////// | GNMA ...................... | 1698 0 | 1699 0 | 1701 710,443 | 1702 755,340 | 4.a.(1) (2) Issued by FNMA | ////////////////// | ////////////////// | ////////////////// | ////////////////// | and FHLMC ................. | 1703 618,941 | 1705 618,357 | 1706 264,861 | 1707 263,794 | 4.a.(2) (3) Privately-issued .......... | 1709 0 | 1710 0 | 1711 0 | 1713 0 | 4.a.(3) b. CMOs and REMICs: | ////////////////// | ////////////////// | ////////////////// | ////////////////// | (1) Issued by FNMA | ////////////////// | ////////////////// | ////////////////// | ////////////////// | and FHLMC ................. | 1714 474,462 | 1715 453,454 | 1716 0 | 1717 0 | 4.b.(1) (2) Privately-issued | ////////////////// | ////////////////// | ////////////////// | ////////////////// | and collateralized | ////////////////// | ////////////////// | ////////////////// | ////////////////// | by MBS issued or | ////////////////// | ////////////////// | ////////////////// | ////////////////// | guaranteed by | ////////////////// | ////////////////// | ////////////////// | ////////////////// | FNMA, FHLMC, or | ////////////////// | ////////////////// | ////////////////// | ////////////////// | GNMA ...................... | 1718 5,672 | 1719 5,745 | 1731 14,496 | 1732 14,169 | 4.b.(2) (3) All other privately- | ////////////////// | ////////////////// | ////////////////// | ////////////////// | issued .................... | 1733 0 | 1734 0 | 1735 0 | 1736 0 | 4.b.(3) 5. Other debt securities: | ////////////////// | ////////////////// | ////////////////// | ////////////////// | a. Other domestic debt | ////////////////// | ////////////////// | ////////////////// | ////////////////// | securities .................... | 1737 284,170 | 1738 283,973 | 1739 0 | 1741 0 | 5.a. b. Foreign debt | ////////////////// | ////////////////// | ////////////////// | ////////////////// | securities .................... | 1742 1,262 | 1743 1,250 | 1744 0 | 1746 0 | 5.b. _____________________________________________________________________________________ _____________ (1) Includes equity securities without readily determinable fair values at historical cost in item 6.c, column D. (2) Includes Small Business Administration "Guaranteed Loan Pool Certificates," U.S. Maritime Administration obligations, and Export-Import Bank participation certificates. (3) Includes obligations (other than pass-through securities, CMOs, and REMICs) issued by the Farm Credit System, the Federal Home Loan Bank System, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, the Financing Corporation, Resolution Funding Corporation, the Student Loan Marketing Association, and the Tennessee Valley Authority.
14
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 3/31/94 ST-BK: 48-3926 FFIEC 031 Address: P.O. Box 2558 Page RC-5 City, State Zip: Houston, TX 77252-2558 FDIC Certificate No.: |0|3|2|6|3| ___________ Schedule RC-B--Continued _____________________________________________________________________________________ | Held-to-maturity | Available-for-sale | _________________________________________ _________________________________________ | (Column A) | (Column B) | (Column C) | (Column D) | | Amortized Cost | Fair Value | Amortized Cost | Fair Value(1) | ____________________ ____________________ ____________________ ____________________ Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou | ____________________________________ ____________________ ____________________ ____________________ ____________________ 6. Equity securities: | ////////////////// | ////////////////// | ////////////////// | ////////////////// | a. Investments in mutual | ////////////////// | ////////////////// | ////////////////// | ////////////////// | funds ....................... | ////////////////// | ////////////////// | 1747 0 | 1748 0 | 6.a. b. Other equity securities | ////////////////// | ////////////////// | ////////////////// | ////////////////// | with readily determin- | ////////////////// | ////////////////// | ////////////////// | ////////////////// | able fair values ............ | ////////////////// | ////////////////// | 1749 0 | 1751 0 | 6.b. c. All other equity | ////////////////// | ////////////////// | ////////////////// | ////////////////// | securities(1) ............... | ////////////////// | ////////////////// | 1752 42,758 | 1753 42,758 | 6.c. 7. Total (sum of items 1 | ////////////////// | ////////////////// | ////////////////// | ////////////////// | through 6) (total of | ////////////////// | ////////////////// | ////////////////// | ////////////////// | column A must equal | ////////////////// | ////////////////// | ////////////////// | ////////////////// | Schedule RC, item 2.a) | ////////////////// | ////////////////// | ////////////////// | ////////////////// | (total of column D must | ////////////////// | ////////////////// | ////////////////// | ////////////////// | equal Schedule RC, | ////////////////// | ////////////////// | ////////////////// | ////////////////// | item 2.b) ...................... | 1754 1,387,130 | 1771 1,365,487 | 1772 1,410,836 | 1773 1,450,550 | 7. _____________________________________________________________________________________ ___________ Memoranda | C412 | (- ___________ _________ Dollar Amounts in Thousands | RCFD Bil Mil Thou | ___________________________________________________________________________________________________ ____________________ 1. Pledged securities(2) ......................................................................... | 0416 1,962,069 | M.1. 2. Maturity and repricing data for debt securities(2)(3)(4) (excluding those in nonaccrual status):| ////////////////// | a. Fixed rate debt securities with a remaining maturity of: | ////////////////// | (1) Three months or less ................................................................... | 0343 2,351 | M.2.a.(1) (2) Over three months through 12 months .................................................... | 0344 105,373 | M.2.a.(2) (3) Over one year through five years ....................................................... | 0345 939,838 | M.2.a.(3) (4) Over five years ........................................................................ | 0346 1,727,454 | M.2.a.(4) (5) Total fixed rate debt securities (sum of Memorandum items 2.a.(1) through 2.a.(4)) ..... | 0347 2,775,016 | M.2.a.(5) b. Floating rate debt securities with a repricing frequency of: | ////////////////// | (1) Quarterly or more frequently ........................................................... | 4544 18,615 | M.2.b.(1) (2) Annually or more frequently, but less frequently than quarterly ........................ | 4545 1,262 | M.2.b.(2) (3) Every five years or more frequently, but less frequently than annually ................. | 4551 0 | M.2.b.(3) (4) Less frequently than every five years .................................................. | 4552 0 | M.2.b.(4) (5) Total floating rate debt securities (sum of Memorandum items 2.b.(1) through 2.b.(4)) .. | 4553 19,877 | M.2.b.(5) c. Total debt securities (sum of Memorandum items 2.a.(5) and 2.b.(5)) (must equal total debt | ////////////////// | securities from Schedule RC-B, sum of items 1 through 5, columns A and D, minus nonaccrual | ////////////////// | debt securities included in Schedule RC-N, item 9, column C) ............................... | 0393 2,794,893 | M.2.c. 3. Not applicable | ////////////////// | 4. Held-to-maturity debt securities restructured and in compliance with modified terms (included | ////////////////// | in Schedule RC-B, items 3 through 5, column A, above) ......................................... | 5365 0 | M.4. 5. Not applicable | ////////////////// | 6. Floating rate debt securities with a remaining maturity of one year or less(2) (included in | ////////////////// | Memorandum item 2.b.(5) above) ................................................................ | 5519 0 | M.6. 7. Amortized cost of held-to-maturity securities sold or transferred to available-for-sale or | ////////////////// | trading securities during the calendar year-to-date ........................................... | 1778 0 | M.7. ______________________ _____________ (1) Includes equity securities without readily determinable fair values at historical cost in item 6.c, column D. (2) Includes held-to-maturity securities at amortized cost and available-for-sale securities at fair value. (3) Exclude equity securities, e.g., investments in mutual funds, Federal Reserve stock, common stock, and preferred stock. (4) Memorandum item 2 is not applicable to savings banks that must complete supplemental Schedule RC-J.
15
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 3/31/94 ST-BK: 48-3926 FFIEC 031 Address: P.O. Box 2558 Page RC-6 City, State Zip: Houston, TX 77252-2558 FDIC Certificate No.: |0|3|2|6|3| ___________ Schedule RC-C--Loans and Lease Financing Receivables Part I. Loans and Leases Do not deduct the allowance for loan and lease losses from amounts __________ reported in this schedule. Report total loans and leases, net of unearned | C415 | (- _________________________________ ________ income. Exclude assets held in trading accounts. | (Column A) | (Column B) | | Consolidated | Domestic | | Bank | Offices | ____________________ ____________________ Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCON Bil Mil Thou | _____________________________________________________________________________ ____________________ ____________________ 1. Loans secured by real estate ........................................... | 1410 2,125,469 | ////////////////// | 1. a. Construction and land development ................................... | ////////////////// | 1415 330,635 | 1.a. b. Secured by farmland (including farm residential and other | ////////////////// | ////////////////// | improvements) ....................................................... | ////////////////// | 1420 23,379 | 1.b. c. Secured by 1-4 family residential properties: | ////////////////// | ////////////////// | (1) Revolving, open-end loans secured by 1-4 family residential | ////////////////// | ////////////////// | properties and extended under lines of credit ................... | ////////////////// | 1797 0 | 1.c.(1) (2) All other loans secured by 1-4 family residential properties: | ////////////////// | ////////////////// | (a) Secured by first liens ...................................... | ////////////////// | 5367 509,515 | 1.c.(2)(a) (b) Secured by junior liens ..................................... | ////////////////// | 5368 159,141 | 1.c.(2)(b) d. Secured by multifamily (5 or more) residential properties ........... | ////////////////// | 1460 109,675 | 1.d. e. Secured by nonfarm nonresidential properties ........................ | ////////////////// | 1480 993,124 | 1.e. 2. Loans to depository institutions: | ////////////////// | ////////////////// | a. To commercial banks in the U.S. ..................................... | ////////////////// | 1505 8,036 | 2.a. (1) To U.S. branches and agencies of foreign banks .................. | 1506 6,256 | ////////////////// | 2.a.(1) (2) To other commercial banks in the U.S. ........................... | 1507 6,580 | ////////////////// | 2.a.(2) b. To other depository institutions in the U.S. ........................ | 1517 741 | 1517 741 | 2.b. c. To banks in foreign countries ....................................... | ////////////////// | 1510 20,009 | 2.c. (1) To foreign branches of other U.S. banks ......................... | 1513 0 | ////////////////// | 2.c.(1) (2) To other banks in foreign countries ............................. | 1516 50,838 | ////////////////// | 2.c.(2) 3. Loans to finance agricultural production and other loans to farmers .... | 1590 85,972 | 1590 85,972 | 3. 4. Commercial and industrial loans: | ////////////////// | ////////////////// | a. To U.S. addressees (domicile) ....................................... | 1763 3,948,669 | 1763 3,896,650 | 4.a. b. To non-U.S. addressees (domicile) ................................... | 1764 132,342 | 1764 34,382 | 4.b. 5. Acceptances of other banks: | ////////////////// | ////////////////// | a. Of U.S. banks ....................................................... | 1756 0 | 1756 0 | 5.a. b. Of foreign banks .................................................... | 1757 0 | 1757 0 | 5.b. 6. Loans to individuals for household, family, and other personal | ////////////////// | ////////////////// | expenditures (i.e., consumer loans) (includes purchased paper) ......... | ////////////////// | 1975 1,325,047 | 6. a. Credit cards and related plans (includes check credit and other | ////////////////// | ////////////////// | revolving credit plans) ............................................. | 2008 97,154 | ////////////////// | 6.a. b. Other (includes single payment, installment, and all student loans) . | 2011 1,228,043 | ////////////////// | 6.b. 7. Loans to foreign governments and official institutions (including | ////////////////// | ////////////////// | foreign central banks) ................................................. | 2081 227,142 | 2081 220,755 | 7. 8. Obligations (other than securities and leases) of states and political | ////////////////// | ////////////////// | subdivisions in the U.S. (includes nonrated industrial development | ////////////////// | ////////////////// | obligations) ........................................................... | 2107 77,572 | 2107 77,572 | 8. 9. Other loans ............................................................ | 1563 1,294,625 | ////////////////// | 9. a. Loans for purchasing or carrying securities (secured and unsecured) . | ////////////////// | 1545 220,641 | 9.a. b. All other loans (exclude consumer loans) ............................ | ////////////////// | 1564 1,073,984 | 9.b. 10. Lease financing receivables (net of unearned income) ................... | ////////////////// | 2165 210,448 | 10. a. Of U.S. addressees (domicile) ....................................... | 2182 166,277 | ////////////////// | 10.a. b. Of non-U.S. addressees (domicile) ................................... | 2183 44,171 | ////////////////// | 10.b. 11. LESS: Any unearned income on loans reflected in items 1-9 above ........ | 2123 0 | 2123 0 | 11. 12. Total loans and leases, net of unearned income (sum of items 1 through | ////////////////// | ////////////////// | 10 minus item 11) (total of column A must equal Schedule RC, item 4.a) . | 2122 9,491,851 | 2122 9,299,706 | 12. ___________________________________________
16
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 3/31/94 ST-BK: 48-3926 FFIEC 031 Address: P.O. Box 2558 Page RC-7 City, State Zip: Houston, TX 77252-2558 FDIC Certificate No.: |0|3|2|6|3| ___________ Schedule RC-C--Continued Part I. Continued ___________________________________________ | (Column A) | (Column B) | | Consolidated | Domestic | Memoranda | Bank | Offices | ____________________ ____________________ Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCON Bil Mil Thou | _____________________________________________________________________________ ____________________ ____________________ 1. Commercial paper included in Schedule RC-C, part I, above .............. | 1496 0 | 1496 0 | M.1. 2. Loans and leases restructured and in compliance with modified terms | ////////////////// | ////////////////// | (included in Schedule RC-C, part I, above): | ////////////////// | ////////////////// | a. Loans secured by real estate: | ////////////////// | ////////////////// | _____________________ (1) To U.S. addressees (domicile) ................................... | 1687 0 | M.2.a.(1) (2) To non-U.S. addressees (domicile) ............................... | 1689 0 | M.2.a.(2) b. Loans to finance agricultural production and other loans to farmers . | 1613 0 | M.2.b. c. Commercial and industrial loans: | ////////////////// | (1) To U.S. addressees (domicile) ................................... | 1758 0 | M.2.c.(1) (2) To non-U.S. addressees (domicile)................................ | 1759 0 | M.2.c.(2) d. All other loans (exclude loans to individuals for household, | ////////////////// | family, and other personal expenditures) ............................ | 1615 219,755 | M.2.d. e. Lease financing receivables: | ////////////////// | (1) Of U.S. addressees (domicile) ................................... | 1789 0 | M.2.e.(1) (2) Of non-U.S. addressees (domicile) ............................... | 1790 0 | M.2.e.(2) f. Total (sum of Memorandum items 2.a through 2.e) ..................... | 1616 219,755 | M.2.f. 3. Maturity and repricing data for loans and leases(1) (excluding those | ////////////////// | in nonaccrual status): | ////////////////// | a. Fixed rate loans and leases with a remaining maturity of: | ////////////////// | (1) Three months or less ............................................ | 0348 275,486 | M.3.a.(1) (2) Over three months through 12 months ............................. | 0349 317,540 | M.3.a.(2) (3) Over one year through five years ................................ | 0356 1,436,508 | M.3.a.(3) (4) Over five years ................................................. | 0357 1,013,693 | M.3.a.(4) (5) Total fixed rate loans and leases (sum of | ////////////////// | Memorandum items 3.a.(1) through 3.a.(4)) ....................... | 0358 3,043,227 | M.3.a.(5) b. Floating rate loans with a repricing frequency of: | ////////////////// | (1) Quarterly or more frequently .................................... | 4554 4,138,879 | M.3.b.(1) (2) Annually or more frequently, but less frequently than quarterly . | 4555 1,533,292 | M.3.b.(2) (3) Every five years or more frequently, but less frequently than | ////////////////// | annually ........................................................ | 4561 546,951 | M.3.b.(3) (4) Less frequently than every five years ........................... | 4564 68,614 | M.3.b.(4) (5) Total floating rate loans (sum of Memorandum items 3.b.(1) | ////////////////// | through 3.b.(4)) ................................................ | 4567 6,287,736 | M.3.b.(5) c. Total loans and leases (sum of Memorandum items 3.a.(5) and 3.b.(5)) | ////////////////// | (must equal the sum of total loans and leases, net, from | ////////////////// | Schedule RC-C, part I, item 12, plus unearned income from | ////////////////// | Schedule RC-C, part I, item 11, minus total nonaccrual loans and | ////////////////// | leases from Schedule RC-N, sum of items 1 through 8, column C) ...... | 1479 9,330,963 | M.3.c. 4. Loans to finance commercial real estate, construction, and land | ////////////////// | development activities (not secured by real estate) included in | ////////////////// | Schedule RC-C, part I, items 4 and 9, column A, page RC-6(2) ........... | 2746 229,935 | M.4. 5. Loans and leases held for sale (included in Schedule RC-C, part I, above)| 5369 217,729 | M.5. 6. Adjustable rate closed-end loans secured by first liens on 1-4 family | ////////////////// |_____________________ residential properties (included in Schedule RC-C, part I, item | ////////////////// | RCON Bil Mil Thou | ____________________ 1.c.(2)(a), column B, page RC-6) ....................................... | ////////////////// | 5370 19,359 | M.6. ___________________________________________ _____________ (1) Memorandum item 3 is not applicable to savings banks that must complete supplemental Schedule RC-J. (2) Exclude loans secured by real estate that are included in Schedule RC-C, part I, item 1, column A.
17
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 3/31/94 ST-BK: 48-3926 FFIEC 031 Address: P.O. Box 2558 Page RC-8 City, State Zip: Houston, TX 77252-2558 FDIC Certificate No.: |0|3|2|6|3| ___________ Schedule RC-D--Trading Assets and Liabilities Schedule RC-D is to be completed only by banks with $1 billion or more in total assets or with $2 billion or more in par/notional amount of interest rate, foreign exchange rate, and other commodity and equity contracts (as reported in Schedule RC-L, items 11, 12, and 13). ------------------------------------------------ | C420 | (- _________________ ________ Dollar Amounts in Thousands | ///////// Bil Mil Thou | __________________________________________________________________________________________________ _________________________ ASSETS | /////////////////////// | 1. U.S. Treasury securities in domestic offices ................................................ | RCON 3531 1,698 | 1. 2. U.S. Government agency and corporation obligations in domestic offices (exclude mortgage- | /////////////////////// | backed securities) .......................................................................... | RCON 3532 578 | 2. 3. Securities issued by states and political subdivisions in the U.S. in domestic offices ...... | RCON 3533 3,592 | 3. 4. Mortgage-backed securities in domestic offices: | /////////////////////// | a. Pass-through securities issued or guaranteed by FNMA, FHLMC, or GNMA ..................... | RCON 3534 0 | 4.a. b. CMOs and REMICs issued by FNMA or FHLMC .................................................. | RCON 3535 0 | 4.b. c. All other ................................................................................ | RCON 3536 0 | 4.c. 5. Other debt securities in domestic offices ................................................... | RCON 3537 0 | 5. 6. Certificates of deposit in domestic offices ................................................. | RCON 3538 152 | 6. 7. Commercial paper in domestic offices ........................................................ | RCON 3539 0 | 7. 8. Bankers acceptances in domestic offices ..................................................... | RCON 3540 0 | 8. 9. Other trading assets in domestic offices .................................................... | RCON 3541 5 | 9. 10. Trading assets in foreign offices ........................................................... | RCFN 3542 0 | 10. 11. Revaluation gains on interest rate, foreign exchange rate, and other commodity and equity | /////////////////////// | contracts: | /////////////////////// | a. In domestic offices ...................................................................... | RCON 3543 23,137 | 11.a. b. In foreign offices ....................................................................... | RCFN 3544 436 | 11.b. 12. Total trading assets (sum of items 1 through 11) (must equal Schedule RC, item 5) ........... | RCFD 3545 29,598 | 12. ___________________________ ___________________________ | ///////// Bil Mil Thou | LIABILITIES _________________________ 13. Liability for short positions ............................................................... | RCFD 3546 68 | 13. 14. Revaluation losses on interest rate, foreign exchange rate, and other commodity and equity | /////////////////////// | contracts ................................................................................... | RCFD 3547 19,643 | 14. 15. Total trading liabilities (sum of items 13 and 14) (must equal Schedule RC, item 15.b) ...... | RCFD 3548 19,711 | 15. ___________________________
18
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 3/31/94 ST-BK: 48-3926 FFIEC 031 Address: P.O. Box 2558 Page RC-9 City, State Zip: Houston, TX 77252-2558 FDIC Certificate No.: |0|3|2|6|3| ___________ Schedule RC-E--Deposit Liabilities Part I. Deposits in Domestic Offices __________ | C425 | (- ______________________________________________________ ________ | | Nontransaction | | Transaction Accounts | Accounts | _________________________________________ ____________________ | (Column A) | (Column B) | (Column C) | | Total transaction | Memo: Total | Total | | accounts (including| demand deposits | nontransaction | | total demand | (included in | accounts | | deposits) | column A) | (including MMDAs) | ____________________ ____________________ ____________________ Dollar Amounts in Thousands | RCON Bil Mil Thou | RCON Bil Mil Thou | RCON Bil Mil Thou | __________________________________________________________ ____________________ ____________________ ____________________ Deposits of: | ////////////////// | ////////////////// | ////////////////// | 1. Individuals, partnerships, and corporations .......... | 2201 7,149,998 | 2240 5,225,007 | 2346 7,931,355 | 1. 2. U.S. Government ...................................... | 2202 52,293 | 2280 52,293 | 2520 187 | 2. 3. States and political subdivisions in the U.S. ........ | 2203 239,405 | 2290 86,920 | 2530 91,311 | 3. 4. Commercial banks in the U.S. ......................... | 2206 254,413 | 2310 254,413 | ////////////////// | 4. a. U.S. branches and agencies of foreign banks ....... | ////////////////// | ////////////////// | 2347 0 | 4.a. b. Other commercial banks in the U.S. ................ | ////////////////// | ////////////////// | 2348 224 | 4.b. 5. Other depository institutions in the U.S. ............ | 2207 22,826 | 2312 22,826 | 2349 0 | 5. 6. Banks in foreign countries ........................... | 2213 37,501 | 2320 37,501 | ////////////////// | 6. a. Foreign branches of other U.S. banks .............. | ////////////////// | ////////////////// | 2367 0 | 6.a. b. Other banks in foreign countries .................. | ////////////////// | ////////////////// | 2373 0 | 6.b. 7. Foreign governments and official institutions | ////////////////// | ////////////////// | ////////////////// | (including foreign central banks) .................... | 2216 1,582 | 2300 1,582 | 2377 0 | 7. 8. Certified and official checks ........................ | 2330 131,882 | 2330 131,882 | ////////////////// | 8. 9. Total (sum of items 1 through 8) (sum of | ////////////////// | ////////////////// | ////////////////// | columns A and C must equal Schedule RC, | ////////////////// | ////////////////// | ////////////////// | item 13.a) ........................................... | 2215 7,889,900 | 2210 5,812,424 | 2385 8,023,077 | 9. ________________________________________________________________ ______________________ Memoranda Dollar Amounts in Thousands | RCON Bil Mil Thou | ____________________________________________________________________________________________________ ____________________ 1. Selected components of total deposits (i.e., sum of item 9, columns A and C): | ////////////////// | a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts ......................... | 6835 871,112 | M.1.a. b. Total brokered deposits ..................................................................... | 2365 0 | M.1.b. c. Fully insured brokered deposits (included in Memorandum item 1.b above): | ////////////////// | (1) Issued in denominations of less than $100,000 ........................................... | 2343 0 | M.1.c.(1) (2) Issued either in denominations of $100,000 or in denominations greater than $100,000 | ////////////////// | and participated out by the broker in shares of $100,000 or less ........................ | 2344 0 | M.1.c.(2) d. Total deposits denominated in foreign currencies ............................................ | 3776 243 | M.1.d. e. Preferred deposits (uninsured deposits of states and political subdivisions in the U.S. | ////////////////// | reported in item 3 above which are secured or collateralized as required under state law) ... | 5590 304,095 | M.1.e. 2. Components of total nontransaction accounts (sum of Memoranda items 2.a through 2.d must | ////////////////// | equal item 9, column C above): | ////////////////// | a. Savings deposits: | ////////////////// | (1) Money market deposit accounts (MMDAs) ................................................... | 6810 1,428,509 | M.2.a.(1) (2) Other savings deposits (excludes MMDAs) ................................................. | 0352 3,038,808 | M.2.a.(2) b. Total time deposits of less than $100,000 ................................................... | 6648 2,649,411 | M.2.b. c. Time certificates of deposit of $100,000 or more ............................................ | 6645 874,370 | M.2.c. d. Open-account time deposits of $100,000 or more .............................................. | 6646 31,979 | M.2.d. 3. All NOW accounts (included in column A above) .................................................. | 2398 2,077,476 | M.3. ______________________
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Legal Title of Bank: Texas Commerce Bank National Association Call Date: 3/31/94 ST-BK: 48-3926 FFIEC 031 Address: P.O. Box 2558 Page RC-10 City, State Zip: Houston, TX 77252-2558 FDIC Certificate No.: |0|3|2|6|3| ___________ Schedule RC-E--Continued Part I. Continued Memoranda (continued) _________________________________________________________________________________________________________________________________ | Deposit Totals for FDIC Insurance Assessments(1) ______________________ | | Dollar Amounts in Thousands | RCON Bil Mil Thou | | __________________________________________________________________________________________________ ____________________ | 4. Total deposits in domestic offices (sum of item 9, column A and item 9, column C) |/////////////////// | | | (must equal Schedule RC, item 13.a) ......................................................... | 2200 15,912,977 | M.4. | | | ////////////////// | | | a. Total demand deposits (must equal item 9, column B) ...................................... | 2210 5,812,424 | M.4.a.| | b. Total time and savings deposits(2) (must equal item 9, column A plus item 9, column C | ////////////////// | | | minus item 9, column B) .................................................................. | 2350 10,100,553 | M.4.b.| ______________________ | ____________ | | (1) An amended Certified Statement should be submitted to the FDIC if the deposit totals reported in this item are amended | | after the semiannual Certified Statement originally covering this report date has been filed with the FDIC. | | (2) For FDIC insurance assessment purposes, "total time and savings deposits" consists of nontransaction accounts and all | | transaction accounts other than demand deposits. | | | _________________________________________________________________________________________________________________________________ ______________________ Dollar Amounts in Thousands | RCON Bil Mil Thou | ___________________________________________________________________________________________________ ____________________ 5. Time deposits of less than $100,000 and open-account time deposits of $100,000 or more | ////////////////// | (included in Memorandum items 2.b and 2.d above) with a remaining maturity or repricing | ////////////////// | frequency of:(1) | ////////////////// | a. Three months or less ....................................................................... | 0359 317,398 | M.5.a. b. Over three months through 12 months (but not over 12 months) ............................... | 3644 1,536,217 | M.5.b. 6. Maturity and repricing data for time certificates of deposit of $100,000 or more:(1) | ////////////////// | a. Fixed rate time certificates of deposit of $100,000 or more with a remaining maturity of: | ////////////////// | (1) Three months or less ................................................................... | 2761 57,926 | M.6.a.(1) (2) Over three months through 12 months .................................................... | 2762 691,670 | M.6.a.(2) (3) Over one year through five years ....................................................... | 2763 110,361 | M.6.a.(3) (4) Over five years ........................................................................ | 2765 1,859 | M.6.a.(4) (5) Total fixed rate time certificates of deposit of $100,000 or more (sum of | ////////////////// | Memorandum items 6.a.(1) through 6.a.(4)) .............................................. | 2767 861,816 | M.6.a.(5) b. Floating rate time certificates of deposit of $100,000 or more with a repricing frequency of:| ////////////////// | (1) Quarterly or more frequently ........................................................... | 4568 12,554 | M.6.b.(1) (2) Annually or more frequently, but less frequently than quarterly ........................ | 4569 0 | M.6.b.(2) (3) Every five years or more frequently, but less frequently than annually ................. | 4571 0 | M.6.b.(3) (4) Less frequently than every five years .................................................. | 4572 0 | M.6.b.(4) (5) Total floating rate time certificates of deposit of $100,000 or more (sum of | ////////////////// | Memorandum items 6.b.(1) through 6.b.(4)) .............................................. | 4573 12,554 | M.6.b.(5) c. Total time certificates of deposit of $100,000 or more (sum of Memorandum items 6.a.(5) | ////////////////// | and 6.b.(5)) (must equal Memorandum item 2.c. above) ....................................... | 6645 874,370 | M.6.c. ______________________ _____________ (1) Memorandum items 5 and 6 are not applicable to savings banks that must complete supplemental Schedule RC-J.
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Legal Title of Bank: Texas Commerce Bank National Association Call Date: 3/31/94 ST-BK: 48-3926 FFIEC 031 Address: P.O. Box 2558 Page RC-11 City, State Zip: Houston, TX 77252-2558 FDIC Certificate No.: |0|3|2|6|3| ___________ Schedule RC-E--Continued Part II. Deposits in Foreign Offices (including Edge and Agreement subsidiaries and IBFs) ____________________ Dollar Amounts in Thousands | RCFN Bil Mil Thou | ___________________________________________________________________________________________________ ____________________ Deposits of: | ////////////////// | 1. Individuals, partnerships, and corporations ................................................... | 2621 520,262 | 1. 2. U.S. banks (including IBFs and foreign branches of U.S. banks) ................................ | 2623 0 | 2. 3. Foreign banks (including U.S. branches and | ////////////////// | agencies of foreign banks, including their IBFs) .............................................. | 2625 0 | 3. 4. Foreign governments and official institutions (including foreign central banks) ............... | 2650 0 | 4. 5. Certified and official checks ................................................................. | 2330 0 | 5. 6. All other deposits ............................................................................ | 2668 0 | 6. 7. Total (sum of items 1 through 6) (must equal Schedule RC, item 13.b) .......................... | 2200 520,262 | 7. ______________________ Schedule RC-F--Other Assets __________ | C430 | (- _________________ ________ Dollar Amounts in Thousands | ////////// Bil Mil Thou | __________________________________________________________________________________________________ _________________________ 1. Income earned, not collected on loans ........................................................ | RCFD 2164 51,995 | 1. 2. Net deferred tax assets(1) ................................................................... | RCFD 2148 35,800 | 2. 3. Excess residential mortgage servicing fees receivable ........................................ | RCFD 5371 0 | 3. 4. Other (itemize amounts that exceed 25% of this item) ......................................... | RCFD 2168 247,691 | 4. _____________ ___________________________ a. | TEXT 3549 |____________________________________________________| RCFD 3549 | | /////////////////////// | 4.a. ___________ b. | TEXT 3550 |____________________________________________________| RCFD 3550 | | /////////////////////// | 4.b. ___________ c. | TEXT 3551 |____________________________________________________| RCFD 3551 | | /////////////////////// | 4.c. _____________ ___________________________ 5. Total (sum of items 1 through 4) (must equal Schedule RC, item 11) ........................... | RCFD 2160 335,486 | 5. ___________________________ Memorandum ___________________________ Dollar Amounts in Thousands | ////////// Bil Mil Thou | __________________________________________________________________________________________________ _________________________ 1. Deferred tax assets disallowed for regulatory capital purposes ............................... | RCFD 5610 0 | M.1. ___________________________ Schedule RC-G--Other Liabilities __________ | C435 | (- _________________ ________ Dollar Amounts in Thousands | ////////// Bil Mil Thou | __________________________________________________________________________________________________ _________________________ 1. a. Interest accrued and unpaid on deposits in domestic offices(2) ............................ | RCON 3645 21,441 | 1.a. b. Other expenses accrued and unpaid (includes accrued income taxes payable) ................. | RCFD 3646 200,638 | 1.b. 2. Net deferred tax liabilities(1) .............................................................. | RCFD 3049 631 | 2. 3. Minority interest in consolidated subsidiaries ............................................... | RCFD 3000 0 | 3. 4. Other (itemize amounts that exceed 25% of this item) ......................................... | RCFD 2938 17,515 | 4. _____________ ___________________________ a. | TEXT 3552 |____________________________________________________| RCFD 3552 | | /////////////////////// | 4.a. ___________ Trading Security Purchase Fails 7,404 b. | TEXT 3553 |____________________________________________________| RCFD 3553 | | /////////////////////// | 4.b. ___________ c. | TEXT 3554 |____________________________________________________| RCFD 3554 | | /////////////////////// | 4.c. _____________ ___________________________ 5. Total (sum of items 1 through 4) (must equal Schedule RC, item 20) ........................... | RCFD 2930 240,225 | 5. ___________________________ ____________ (1) See discussion of deferred income taxes in Glossary entry on "income taxes." (2) For savings banks, include "dividends" accrued and unpaid on deposits.
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Legal Title of Bank: Texas Commerce Bank National Association Call Date: 3/31/94 ST-BK: 48-3926 FFIEC 031 Address: P.O. Box 2558 Page RC-12 City, State Zip: Houston, TX 77252-2558 FDIC Certificate No.: |0|3|2|6|3| ___________ Schedule RC-H--Selected Balance Sheet Items for Domestic Offices ________ | C440 | (- ____________ ________ | Domestic Offices | ____________________ Dollar Amounts in Thousands | RCON Bil Mil Thou | _____________________________________________________________________________________________________ ____________________ 1. Customers' liability to this bank on acceptances outstanding .................................... | 2155 11,337 | 1. 2. Bank's liability on acceptances executed and outstanding ........................................ | 2920 11,337 | 2. 3. Federal funds sold and securities purchased under agreements to resell .......................... | 1350 5,092,526 | 3. 4. Federal funds purchased and securities sold under agreements to repurchase ...................... | 2800 832,012 | 4. 5. Other borrowed money ............................................................................ | 2850 74,180 | 5. EITHER | ////////////////// | 6. Net due from own foreign offices, Edge and Agreement subsidiaries, and IBFs ..................... | 2163 N/A | 6. OR | ////////////////// | 7. Net due to own foreign offices, Edge and Agreement subsidiaries, and IBFs ....................... | 2941 326,679 | 7. 8. Total assets (excludes net due from foreign offices, Edge and Agreement subsidiaries, and IBFs) . | 2192 20,624,790 | 8. 9. Total liabilities (excludes net due to foreign offices, Edge and Agreement subsidiaries, and IBFs)| 3129 18,561,305 | 9. ______________________ Items 10-17 include held-to-maturity and available-for-sale securities in domestic offices. ______________________ | RCON Bil Mil Thou | ____________________ 10. U.S. Treasury securities ....................................................................... | 1779 374,489 | 10. 11. U.S. Government agency and corporation obligations (exclude mortgage-backed | ////////////////// | securities) .................................................................................... | 1785 1,999 | 11. 12. Securities issued by states and political subdivisions in the U.S. ............................. | 1786 624 | 12. 13. Mortgage-backed securities: | ////////////////// | a. Pass-through securities: | ////////////////// | (1) Issued or guaranteed by FNMA, FHLMC, or GNMA ............................................ | 1787 1,638,075 | 13.a.(1) (2) Privately-issued ........................................................................ | 1869 0 | 13.a.(2) b. CMOs and REMICs: | ////////////////// | (1) Issued by FNMA and FHLMC ................................................................ | 1877 474,462 | 13.b.(1) (2) Privately-issued ........................................................................ | 2253 19,841 | 13.b.(2) 14. Other domestic debt securities ................................................................. | 3159 284,170 | 14. 15. Foreign debt securities ........................................................................ | 3160 1,262 | 15. 16. Equity securities: | ////////////////// | a. Investments in mutual funds ................................................................. | 3161 0 | 16.a. b. Other equity securities with readily determinable fair values ............................... | 3162 0 | 16.b. c. All other equity securities ................................................................. | 3169 42,758 | 16.c. 17. Total held-to-maturity and available-for-sale securities (sum of items 10 through 16) .......... | 3170 2,837,680 | 17. ______________________ Memorandum (to be completed only by banks with IBFs and other "foreign" offices) ______________________ Dollar Amounts in Thousands | RCON Bil Mil Thou | _____________________________________________________________________________________________________ ____________________ EITHER | ////////////////// | 1. Net due from the IBF of the domestic offices of the reporting bank .............................. | 3051 N/A | M.1. OR | ////////////////// | 2. Net due to the IBF of the domestic offices of the reporting bank ................................ | 3059 N/A | M.2. ______________________
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Legal Title of Bank: Texas Commerce Bank National Association Call Date: 3/31/94 ST-BK: 48-3926 FFIEC 031 Address: P.O. Box 2558 Page RC-13 City, State Zip: Houston, TX 77252-2558 FDIC Certificate No.: |0|3|2|6|3| ___________ Schedule RC-I--Selected Assets and Liabilities of IBFs To be completed only by banks with IBFs and other "foreign" offices. __________ | C445 | (- ____________ ________ Dollar Amounts in Thousands | RCFN Bil Mil Thou | _____________________________________________________________________________________________________ ____________________ 1. Total IBF assets of the consolidated bank (component of Schedule RC, item 12) .................. | 2133 N/A | 1. 2. Total IBF loans and lease financing receivables (component of Schedule RC-C, part I, item 12, | ////////////////// | column A) ...................................................................................... | 2076 N/A | 2. 3. IBF commercial and industrial loans (component of Schedule RC-C, part I, item 4, column A) ..... | 2077 N/A | 3. 4. Total IBF liabilities (component of Schedule RC, item 21) ...................................... | 2898 N/A | 4. 5. IBF deposit liabilities due to banks, including other IBFs (component of Schedule RC-E, | ////////////////// | part II, items 2 and 3) ........................................................................ | 2379 N/A | 5. 6. Other IBF deposit liabilities (component of Schedule RC-E, part II, items 1, 4, 5, and 6) ...... | 2381 N/A | 6. Schedule RC-K--Quarterly Averages (1) __________ | C455 | (- _________________ ________ Dollar Amounts in Thousands | ///////// Bil Mil Thou | _______________________________________________________________________________________________ _________________________ ASSETS | /////////////////////// | 1. Interest-bearing balances due from depository institutions ............................... | RCFD 3381 5,023 | 1. 2. U.S. Treasury securities and U.S. Government agency and corporation obligations(2) ....... | RCFD 3382 2,370,243 | 2. 3. Securities issued by states and political subdivisions in the U.S.(2) .................... | RCFD 3383 858 | 3. 4. a. Other debt securities(2) .............................................................. | RCFD 3647 326,907 | 4.a. b. Equity securities(3) (includes investments in mutual funds and Federal Reserve stock) . | RCFD 3648 42,758 | 4.b. 5. Federal funds sold and securities purchased under agreements to resell in domestic offices | /////////////////////// | of the bank and of its Edge and Agreement subsidiaries, and in IBFs ...................... | RCFD 3365 4,548,613 | 5. 6. Loans: | /////////////////////// | a. Loans in domestic offices: | /////////////////////// | (1) Total loans ....................................................................... | RCON 3360 9,257,125 | 6.a.(1) (2) Loans secured by real estate ...................................................... | RCON 3385 2,128,867 | 6.a.(2) (3) Loans to finance agricultural production and other loans to farmers ............... | RCON 3386 82,319 | 6.a.(3) (4) Commercial and industrial loans ................................................... | RCON 3387 3,845,630 | 6.a.(4) (5) Loans to individuals for household, family, and other personal expenditures ....... | RCON 3388 1,313,432 | 6.a.(5) (6) Obligations (other than securities and leases) of states and political subdivisions | /////////////////////// | in the U.S. ....................................................................... | RCON 3389 77,602 | 6.a.(6) b. Total loans in foreign offices, Edge and Agreement subsidiaries, and IBFs ............. | RCFN 3360 210,137 | 6.b. 7. Assets held in trading accounts .......................................................... | RCFD 3401 25,272 | 7. 8. Lease financing receivables (net of unearned income) ..................................... | RCFD 3484 211,507 | 8. 9. Total assets ............................................................................. | RCFD 3368 20,338,866 | 9. LIABILITIES | /////////////////////// | 10. Interest-bearing transaction accounts in domestic offices (NOW accounts, ATS accounts, | /////////////////////// | and telephone and preauthorized transfer accounts) (exclude demand deposits) ............. | RCON 3485 2,072,129 | 10. 11. Nontransaction accounts in domestic offices: | /////////////////////// | a. Money market deposit accounts (MMDAs) ................................................. | RCON 3486 1,564,129 | 11.a. b. Other savings deposits ................................................................ | RCON 3487 3,004,535 | 11.b. c. Time certificates of deposit of $100,000 or more ...................................... | RCON 3345 892,488 | 11.c. d. All other time deposits ............................................................... | RCON 3469 2,716,608 | 11.d. 12. Interest-bearing deposits in foreign offices, Edge and Agreement subsidiaries, and IBFs .. | RCFN 3404 434,660 | 12. 13. Federal funds purchased and securities sold under agreements to repurchase in domestic | /////////////////////// | offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs .............. | RCFD 3353 890,384 | 13. 14. Other borrowed money ..................................................................... | RCFD 3355 78,485 | 14. ___________________________ _____________ (1) For all items, banks have the option of reporting either (1) an average of daily figures for the quarter, or (2) an average of weekly figures (i.e., the Wednesday of each week of the quarter). (2) Quarterly averages for all debt securities should be based on amortized cost. (3) Quarterly averages for all equity securities should be based on historical cost.
23
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 3/31/94 ST-BK: 48-3926 FFIEC 031 Address: P.O. Box 2558 Page RC-14 City, State Zip: Houston, TX 77252-2558 FDIC Certificate No.: |0|3|2|6|3| ___________ Schedule RC-L--Off-Balance Sheet Items Please read carefully the instructions for the preparation of Schedule RC-L. Some of the amounts reported in Schedule RC-L are regarded as volume indicators and not necessarily as measures of risk. __________ | C460 | (- ____________ ________ Dollar Amounts in Thousands | RCFD Bil Mil Thou | ____________________________________________________________________________________________________ ____________________ 1. Unused commitments: | ////////////////// | a. Revolving, open-end lines secured by 1-4 family residential properties, e.g., home | ////////////////// | equity lines ............................................................................... | 3814 0 | 1.a. b. Credit card lines .......................................................................... | 3815 0 | 1.b. c. Commercial real estate, construction, and land development: | ////////////////// | (1) Commitments to fund loans secured by real estate ....................................... | 3816 163,579 | 1.c.(1) (2) Commitments to fund loans not secured by real estate ................................... | 6550 125,082 | 1.c.(2) d. Securities underwriting .................................................................... | 3817 0 | 1.d. e. Other unused commitments ................................................................... | 3818 6,619,488 | 1.e. 2. Financial standby letters of credit and foreign office guarantees ............................. | 3819 1,055,311 | 2. ___________________________ a. Amount of financial standby letters of credit conveyed to others | RCFD 3820 | 70,825 | ////////////////// | 2.a. ___________________________ 3. Performance standby letters of credit and foreign office guarantees ........................... | 3821 105,917 | 3. a. Amount of performance standby letters of credit conveyed to | ////////////////// | ___________________________ others .......................................................... | RCFD 3822 | 5,529 | ////////////////// | 3.a. ___________________________ 4. Commercial and similar letters of credit ...................................................... | 3411 196,686 | 4. 5. Participations in acceptances (as described in the instructions) conveyed to others by | ////////////////// | the reporting bank ............................................................................ | 3428 0 | 5. 6. Participations in acceptances (as described in the instructions) acquired by the reporting | ////////////////// | (nonaccepting) bank ........................................................................... | 3429 0 | 6. 7. Securities borrowed ........................................................................... | 3432 0 | 7. 8. Securities lent (including customers' securities lent where the customer is indemnified | ////////////////// | against loss by the reporting bank) ........................................................... | 3433 9,299 | 8. 9. Mortgages transferred (i.e., sold or swapped) with recourse that have been treated as sold | ////////////////// | for Call Report purposes: | ////////////////// | a. FNMA and FHLMC residential mortgage loan pools: | ////////////////// | (1) Outstanding principal balance of mortgages transferred as of the report date ........... | 3650 0 | 9.a.(1) (2) Amount of recourse exposure on these mortgages as of the report date ................... | 3651 0 | 9.a.(2) b. Private (nongovernment-issued or -guaranteed) residential mortgage loan pools: | ////////////////// | (1) Outstanding principal balance of mortgages transferred as of the report date ........... | 3652 0 | 9.b.(1) (2) Amount of recourse exposure on these mortgages as of the report date ................... | 3653 0 | 9.b.(2) c. Farmer Mac agricultural mortgage loan pools: | ////////////////// | (1) Outstanding principal balance of mortgages transferred as of the report date ........... | 3654 0 | 9.c.(1) (2) Amount of recourse exposure on these mortgages as of the report date ................... | 3655 0 | 9.c.(2) 10. When-issued securities: | ////////////////// | a. Gross commitments to purchase .............................................................. | 3434 44,280 | 10.a. b. Gross commitments to sell .................................................................. | 3435 43,065 | 10.b. 11. Interest rate contracts (exclude when-issued securities): | ////////////////// | a. Notional value of interest rate swaps ...................................................... | 3450 5,194,929 | 11.a. b. Futures and forward contracts .............................................................. | 3823 1,160,095 | 11.b. c. Option contracts (e.g., options on Treasuries): | ////////////////// | (1) Written option contracts ............................................................... | 3824 348,059 | 11.c.(1) (2) Purchased option contracts ............................................................. | 3825 348,059 | 11.c.(2) 12. Foreign exchange rate contracts: | ////////////////// | a. Notional value of exchange swaps (e.g., cross-currency swaps) .............................. | 3826 0 | 12.a. b. Commitments to purchase foreign currencies and U.S. dollar exchange (spot, forward, | ////////////////// | and futures) ............................................................................... | 3415 1,053,707 | 12.b. c. Option contracts (e.g., options on foreign currency): | ////////////////// | (1) Written option contracts ............................................................... | 3827 14,874 | 12.c.(1) (2) Purchased option contracts ............................................................. | 3828 14,874 | 12.c.(2) ______________________
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Legal Title of Bank: Texas Commerce Bank National Association Call Date: 3/31/94 ST-BK: 48-3926 FFIEC 031 Address: P.O. Box 2558 Page RC-15 City, State Zip: Houston, TX 77252-2558 FDIC Certificate No.: |0|3|2|6|3| ___________ Schedule RC-L--Continued __________ | C461 | (- ____________ ________ Dollar Amounts in Thousands | RCFD Bil Mil Thou | ____________________________________________________________________________________________________ ____________________ 13. Contracts on other commodities and equities: | ////////////////// | a. Notional value of other swaps (e.g., oil swaps) ............................................ | 3829 38,523 | 13.a. b. Futures and forward contracts (e.g., stock index and commodity--precious metals, | ////////////////// | wheat, cotton, livestock--contracts) ....................................................... | 3830 0 | 13.b. c. Option contracts (e.g., options on commodities, individual stocks and stock indexes): | ////////////////// | (1) Written option contracts ............................................................... | 3831 0 | 13.c.(1) (2) Purchased option contracts ............................................................. | 3832 0 | 13.c.(2) 14. All other off-balance sheet liabilities (itemize and describe each component of this item | ////////////////// | over 25% of Schedule RC, item 28, "Total equity capital") ..................................... | 3430 0 | 14. | ////////////////// | _____________ __________________________ a. | TEXT 3555 |______________________________________________________| RCFD 3555 | | ////////////////// | 14.a. ___________ b. | TEXT 3556 |______________________________________________________| RCFD 3556 | | ////////////////// | 14.b. ___________ c. | TEXT 3557 |______________________________________________________| RCFD 3557 | | ////////////////// | 14.c. _____________ d. | TEXT 3558 |______________________________________________________| RCFD 3558 | | ////////////////// | 14.d. _____________ __________________________ 15. All other off-balance sheet assets (itemize and describe each component of this item | ////////////////// | over 25% of Schedule RC, item 28, "Total equity capital") ..................................... | 5591 0 | 15. | ////////////////// | _____________ __________________________ a. | TEXT 5592 |______________________________________________________| RCFD 5592 | | ////////////////// | 15.a. ___________ b. | TEXT 5593 |______________________________________________________| RCFD 5593 | | ////////////////// | 15.b. ___________ c. | TEXT 5594 |______________________________________________________| RCFD 5594 | | ////////////////// | 15.c. _____________ d. | TEXT 5595 |______________________________________________________| RCFD 5595 | | ////////////////// | 15.d. _____________ ________________________________________________ Memoranda ______________________ Dollar Amounts in Thousands | RCFD Bil Mil Thou | ____________________________________________________________________________________________________ ____________________ 1. Not applicable | ////////////////// | 2. Not applicable | ////////////////// | 3. Unused commitments with an original maturity exceeding one year that are reported in | ////////////////// | Schedule RC-L, items 1.a through 1.e, above (report only the unused portions of commitments | ////////////////// | that are fee paid or otherwise legally binding) ............................................... | 3833 4,446,672 | M.3. a. Participations in commitments with an original maturity | ////////////////// | ___________________________ exceeding one year conveyed to others ........................... | RCFD 3834 | 110,742 | ////////////////// | M.3.a. ___________________________ 4. To be completed only by banks with $1 billion or more in total assets: | ////////////////// | Standby letters of credit and foreign office guarantees (both financial and performance) issued | ////////////////// | to non-U.S. addressees (domicile) included in Schedule RC-L, items 2 and 3, above ............. | 3377 37,668 | M.4. 5. To be completed for the September report only: | ////////////////// | Installment loans to individuals for household, family, and other personal expenditures that | ////////////////// | have been securitized and sold without recourse (with servicing retained), amounts | ////////////////// | outstanding by type of loan: | ////////////////// | a. Loans to purchase private passenger automobiles ............................................ | 2741 N/A | M.5.a. b. Credit cards and related plans ............................................................. | 2742 N/A | M.5.b. c. All other consumer installment credit (including mobile home loans) ........................ | 2743 N/A | M.5.c. ______________________
25
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 3/31/94 ST-BK: 48-3926 FFIEC 031 Address: P.O. Box 2558 Page RC-16 City, State Zip: Houston, TX 77252-2558 FDIC Certificate No.: |0|3|2|6|3| ___________ Schedule RC-M--Memoranda __________ | C465 | (- ____________ ________ Dollar Amounts in Thousands | RCFD Bil Mil Thou | ______________________________________________________________________________________________________ ____________________ 1. Extensions of credit by the reporting bank to its executive officers, directors, principal | ////////////////// | shareholders, and their related interests as of the report date: | ////////////////// | a. Aggregate amount of all extensions of credit to all executive officers, directors, principal | ////////////////// | shareholders, and their related interests ..................................................... | 6164 65,899 | 1.a. b. Number of executive officers, directors, and principal shareholders to whom the amount of all | ////////////////// | extensions of credit by the reporting bank (including extensions of credit to | ////////////////// | related interests) equals or exceeds the lesser of $500,000 or 5 percent Number | ////////////////// | ____________________________ of total capital as defined for this purpose in agency regulations. | RCFD 6165 | 49 | ////////////////// | 1.b. ____________________________ 2. Federal funds sold and securities purchased under agreements to resell with U.S. branches | ////////////////// | and agencies of foreign banks(1) (included in Schedule RC, items 3.a and 3.b) .................... | 3405 0 | 2. 3. Not applicable. | ////////////////// | 4. Outstanding principal balance of 1-4 family residential mortgage loans serviced for others | ////////////////// | (include both retained servicing and purchased servicing): | ////////////////// | a. Mortgages serviced under a GNMA contract ...................................................... | 5500 0 | 4.a. b. Mortgages serviced under a FHLMC contract: | ////////////////// | (1) Serviced with recourse to servicer ........................................................ | 5501 0 | 4.b.(1) (2) Serviced without recourse to servicer ..................................................... | 5502 0 | 4.b.(2) c. Mortgages serviced under a FNMA contract: | ////////////////// | (1) Serviced under a regular option contract .................................................. | 5503 0 | 4.c.(1) (2) Serviced under a special option contract .................................................. | 5504 0 | 4.c.(2) d. Mortgages serviced under other servicing contracts ............................................ | 5505 0 | 4.d. 5. To be completed only by banks with $1 billion or more in total assets: | ////////////////// | Customers' liability to this bank on acceptances outstanding (sum of items 5.a and 5.b must | ////////////////// | equal Schedule RC, item 9): | ////////////////// | a. U.S. addressees (domicile) .................................................................... | 2103 5,316 | 5.a. b. Non-U.S. addressees (domicile) ................................................................ | 2104 6,021 | 5.b. 6. Intangible assets: | ////////////////// | a. Mortgage servicing rights ..................................................................... | 3164 4,536 | 6.a. b. Other identifiable intangible assets: | ////////////////// | (1) Purchased credit card relationships ....................................................... | 5506 0 | 6.b.(1) (2) All other identifiable intangible assets .................................................. | 5507 186,473 | 6.b.(2) c. Goodwill ...................................................................................... | 3163 277,027 | 6.c. d. Total (sum of items 6.a through 6.c) (must equal Schedule RC, item 10) ........................ | 2143 468,036 | 6.d. e. Intangible assets that have been grandfathered for regulatory capital purposes ................ | 6442 0 | 6.e. ______________________ YES NO ______________________ 7. Does your bank have any mandatory convertible debt that is part of your Tier 2 capital? .......... | 6167 |///| X | 7. ____________________ If yes, complete items 7.a through 7.e: | RCFD Bil Mil Thou | ____________________ a. Total equity contract notes, gross ............................................................ | 3290 N/A | 7.a. b. Common or perpetual preferred stock dedicated to redeem the above notes ....................... | 3291 N/A | 7.b. c. Total equity commitment notes, gross .......................................................... | 3293 N/A | 7.c. d. Common or perpetual preferred stock dedicated to redeem the above notes ....................... | 3294 N/A | 7.d. e. Total (item 7.a minus 7.b plus 7.c minus 7.d) ................................................. | 3295 N/A | 7.e. ______________________ _____________ (1) Do not report federal funds sold and securities purchased under agreements to resell with other commercial banks in the U.S. in this item.
26
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 3/31/94 ST-BK: 48-3926 FFIEC 031 Address: P.O. Box 2558 Page RC-17 City, State Zip: Houston, TX 77252-2558 FDIC Certificate No.: |0|3|2|6|3| ___________ Schedule RC-M--Continued ___________________________ Dollar Amounts in Thousands | ///////// Bil Mil Thou | _____________________________________________________________________________________________ _________________________ 8. a. Other real estate owned: | /////////////////////// | (1) Direct and indirect investments in real estate ventures ......................... | RCFD 5372 0 | 8.a.(1) (2) All other real estate owned: | /////////////////////// | (a) Construction and land development in domestic offices ....................... | RCON 5508 44,357 | 8.a.(2)(a) (b) Farmland in domestic offices ................................................ | RCON 5509 2,968 | 8.a.(2)(b) (c) 1-4 family residential properties in domestic offices ....................... | RCON 5510 1,137 | 8.a.(2)(c) (d) Multifamily (5 or more) residential properties in domestic offices .......... | RCON 5511 419 | 8.a.(2)(d) (e) Nonfarm nonresidential properties in domestic offices ....................... | RCON 5512 67,752 | 8.a.(2)(e) (f) In foreign offices .......................................................... | RCFN 5513 0 | 8.a.(2)(f) (3) Total (sum of items 8.a.(1) and 8.a.(2)) (must equal Schedule RC, item 7) ....... | RCFD 2150 116,633 | 8.a.(3) b. Investments in unconsolidated subsidiaries and associated companies: | /////////////////////// | (1) Direct and indirect investments in real estate ventures ......................... | RCFD 5374 0 | 8.b.(1) (2) All other investments in unconsolidated subsidiaries and associated companies ... | RCFD 5375 0 | 8.b.(2) (3) Total (sum of items 8.b.(1) and 8.b.(2)) (must equal Schedule RC, item 8) ....... | RCFD 2130 0 | 8.b.(3) c. Total assets of unconsolidated subsidiaries and associated companies ................ | RCFD 5376 0 | 8.c. 9. Noncumulative perpetual preferred stock and related surplus included in Schedule RC, | /////////////////////// | item 23, "Perpetual preferred stock and related surplus" ............................... | RCFD 3778 0 | 9. 10. Mutual fund and annuity sales in domestic offices during the quarter (include | /////////////////////// | proprietary, private label, and third party mutual funds): | /////////////////////// | a. Money market funds .................................................................. | RCON 6441 5,584,978 | 10.a. b. Equity securities funds ............................................................. | RCON 8427 0 | 10.b. c. Debt securities funds ............................................................... | RCON 8428 0 | 10.c. d. Other mutual funds .................................................................. | RCON 8429 0 | 10.d. e. Annuities ........................................................................... | RCON 8430 0 | 10.e. ___________________________ _________________________________________________________________________________________________________________________________ | | ______________________ |Memorandum Dollar Amounts in Thousands | RCFD Bil Mil Thou | | _________________________________________________________________________________________________ ____________________ |1. Interbank holdings of capital instruments (to be completed for the December report only): | ////////////////// | | | a. Reciprocal holdings of banking organizations' capital instruments ........................ | 3836 N/A | M.1.a. | | b. Nonreciprocal holdings of banking organizations' capital instruments ..................... | 3837 N/A | M.1.b. | ______________________ | | _________________________________________________________________________________________________________________________________
27
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 3/31/94 ST-BK: 48-3926 FFIEC 031 Address: P.O. Box 2558 Page RC-18 City, State Zip: Houston, TX 77252-2558 FDIC Certificate No.: |0|3|2|6|3| ___________ Schedule RC-N--Past Due and Nonaccrual Loans, Leases, and Other Assets The FFIEC regards the information reported in all of Memorandum item 1, in items 1 through 10, column A, and in Memorandum items 2 through 4, __________ column A, as confidential. | C470 | (- ________________________________ ________ (Column B) | (Column C) | Past due 90 | Nonaccrual | days or more | | and still | | accruing | | ____________________ ____________________ Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou | ______________________________________________________ ____________________ ____________________ 1. Loans secured by real estate: | ////////////////// | ////////////////// | a. To U.S. addressees (domicile) ................ | 1246 42,737 | 1247 100,408 | 1.a. b. To non-U.S. addressees (domicile) ............ | 1249 0 | 1250 0 | 1.b. 2. Loans to depository institutions and | ////////////////// | ////////////////// | acceptances of other banks: | ////////////////// | ////////////////// | a. To U.S. banks and other U.S. depository | ////////////////// | ////////////////// | institutions ................................. | 5378 0 | 5379 0 | 2.a. b. To foreign banks ............................. | 5381 0 | 5382 0 | 2.b. 3. Loans to finance agricultural production and | ////////////////// | ////////////////// | other loans to farmers .......................... | 1597 1,208 | 1583 7,093 | 3. 4. Commercial and industrial loans: | ////////////////// | ////////////////// | a. To U.S. addressees (domicile) ................ | 1252 6,671 | 1253 42,324 | 4.a. b. To non-U.S. addressees (domicile) ............ | 1255 0 | 1256 1,494 | 4.b. 5. Loans to individuals for household, family, and | ////////////////// | ////////////////// | other personal expenditures: | ////////////////// | ///////////////// | a. Credit cards and related plans ............... | 5384 169 | 5385 0 | 5.a. b. Other (includes single payment, installment, | ////////////////// | ////////////////// | and all student loans) ....................... | 5387 18,275 | 5388 1,137 | 5.b. 6. Loans to foreign governments and official | ////////////////// | ////////////////// | institutions .................................... | 5390 0 | 5391 0 | 6. 7. All other loans ................................. | 5460 3,120 | 5461 7,932 | 7. 8. Lease financing receivables: | ////////////////// | ////////////////// | a. Of U.S. addressees (domicile) ................ | 1258 0 | 1259 500 | 8.a. b. Of non-U.S. addressees (domicile) ............ | 1272 0 | 1791 0 | 8.b. 9. Debt securities and other assets (exclude other | ////////////////// | ////////////////// | real estate owned and other repossessed assets) . | 3506 0 | 3507 29 | 9. ___________________________________________________ ==================================================================================================================================== Amounts reported in items 1 through 8 above include guaranteed and unguaranteed portions of past due and nonaccrual loans and leases. Report in item 10 below certain guaranteed loans and leases that have already been included in the amounts reported in items 1 through 8. ___________________________________________ 10. Loans and leases reported in items 1 | RCFD Bil Mil Thou | RCFD Bil Mil Thou | through 8 above which are wholly or partially ____________________ ____________________ guaranteed by the U.S. Government ............... | ////////////////// | ////////////////// | | 5613 51,631 | 5614 92,556 | 10. a. Guaranteed portion of loans and leases | ////////////////// | ////////////////// | included in item 10 above .................... | 5616 49,312 | 5617 85,493 | 10.a. ___________________________________________
28
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 3/31/94 ST-BK: 48-3926 FFIEC 031 Address: P.O. Box 2558 Page RC-19 City, State Zip: Houston, TX 77252-2558 FDIC Certificate No.: |0|3|2|6|3| ___________ Schedule RC-N--Continued __________ | C473 | (- _________________________________ ________ | (Column B) | (Column C) | | Past due 90 | Nonaccrual | | days or more | | | and still | | Memoranda | accruing | | ____________________ ____________________ Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou | ______________________________________________________ ____________________ ____________________ 1. Restructured loans and leases included in | ////////////////// | ////////////////// | Schedule RC-N, items 1 through 8, above ......... | ////////////////// | ////////////////// | M.1. 2. Loans to finance commercial real estate, | ////////////////// | ////////////////// | construction, and land development activities | ////////////////// | ////////////////// | (not secured by real estate) included in | ////////////////// | ////////////////// | Schedule RC-N, items 4 and 7, above ............. | 6559 1,092 | 6560 597 | M.2. ____________________ ____________________ 3. Loans secured by real estate in domestic offices | RCON Bil Mil Thou | RCON Bil Mil Thou | ____________________ ____________________ (included in Schedule RC-N, item 1, above): | ////////////////// | ////////////////// | a. Construction and land development ............ | 2769 2,100 | 3492 23,120 | M.3.a. b. Secured by farmland .......................... | 3494 0 | 3495 1,001 | M.3.b. c. Secured by 1-4 family residential properties: | ////////////////// | ////////////////// | (1) Revolving, open-end loans secured by | ////////////////// | ////////////////// | 1-4 family residential properties and | ////////////////// | ////////////////// | extended under lines of credit ........... | 5399 0 | 5400 0 | M.3.c.(1) (2) All other loans secured by 1-4 family | ////////////////// | ////////////////// | residential properties ................... | 5402 4,925 | 5403 9,994 | M.3.c.(2) d. Secured by multifamily (5 or more) | ////////////////// | ////////////////// | residential properties ....................... | 3500 516 | 3501 6,233 | M.3.d. e. Secured by nonfarm nonresidential properties . | 3503 35,196 | 3504 60,060 | M.3.e. ___________________________________________ ______________________ | (Column B) | | Past due 90 | | days or more | ____________________ | RCFD Bil Mil Thou | ____________________ 4. Interest rate, foreign exchange rate, and other | ////////////////// | commodity and equity contracts: | ////////////////// | a. Book value of amounts carried as assets ...... | 3528 0 | M.4.a. b. Replacement cost of contracts with a | ////////////////// | positive replacement cost .................... | 3530 0 | M.4.b. ______________________
29
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 3/31/94 ST-BK: 48-3926 FFIEC 031 Address: P.O. Box 2558 Page RC-20 City, State Zip: Houston, TX 77252-2558 FDIC Certificate No.: |0|3|2|6|3| ___________ Schedule RC-O--Other Data for Deposit Insurance Assessments An amended Certified Statement should be submitted to the FDIC if the amounts reported in items 1 through 10 of this schedule are amended after the semiannual Certified Statement originally covering __________ this report date has been filed with the FDIC. | C475 | (- ____________ ________ Dollar Amounts in Thousands | RCON Bil Mil Thou | ___________________________________________________________________________________________________ ____________________ 1. Unposted debits (see instructions): | ////////////////// | a. Actual amount of all unposted debits ...................................................... | 0030 N/A | 1.a. OR | ////////////////// | b. Separate amount of unposted debits: | ////////////////// | (1) Actual amount of unposted debits to demand deposits ................................... | 0031 0 | 1.b.(1) (2) Actual amount of unposted debits to time and savings deposits(1) ...................... | 0032 0 | 1.b.(2) 2. Unposted credits (see instructions): | ////////////////// | a. Actual amount of all unposted credits ..................................................... | 3510 N/A | 2.a. OR | ////////////////// | b. Separate amount of unposted credits: | ////////////////// | (1) Actual amount of unposted credits to demand deposits .................................. | 3512 0 | 2.b.(1) (2) Actual amount of unposted credits to time and savings deposits(1) ..................... | 3514 0 | 2.b.(2) 3. Uninvested trust funds (cash) held in bank's own trust department (not included in total | ////////////////// | deposits in domestic offices) ................................................................ | 3520 0 | 3. 4. Deposits of consolidated subsidiaries in domestic offices and in insured branches in | ////////////////// | Puerto Rico and U.S. territories and possessions (not included in total deposits): | ////////////////// | a. Demand deposits of consolidated subsidiaries .............................................. | 2211 3,261 | 4.a. b. Time and savings deposits(1) of consolidated subsidiaries ................................. | 2351 16 | 4.b. c. Interest accrued and unpaid on deposits of consolidated subsidiaries ...................... | 5514 0 | 4.c. 5. Deposits in insured branches in Puerto Rico and U.S. territories and possessions: | ////////////////// | a. Demand deposits in insured branches (included in Schedule RC-E, Part II) .................. | 2229 0 | 5.a. b. Time and savings deposits(1) in insured branches (included in Schedule RC-E, Part II) ..... | 2383 0 | 5.b. c. Interest accrued and unpaid on deposits in insured branches | ////////////////// | (included in Schedule RC-G, item 1.b) ..................................................... | 5515 0 | 5.c. ______________________ ______________________ Item 6 is not applicable to state nonmember banks that have not been authorized by the | ////////////////// | Federal Reserve to act as pass-through correspondents. | ////////////////// | 6. Reserve balances actually passed through to the Federal Reserve by the reporting bank on | ////////////////// | behalf of its respondent depository institutions that are also reflected as deposit liabilities| ////////////////// | of the reporting bank: | ////////////////// | a. Amount reflected in demand deposits (included in Schedule RC-E, Part I, | ////////////////// | Memorandum item 4.a) ...................................................................... | 2314 1,595 | 6.a. b. Amount reflected in time and savings deposits(1) (included in Schedule RC-E, Part I, | ////////////////// | Memorandum item 4.b) ...................................................................... | 2315 0 | 6.b. 7. Unamortized premiums and discounts on time and savings deposits:(1) | ////////////////// | a. Unamortized premiums ...................................................................... | 5516 14,090 | 7.a. b. Unamortized discounts ..................................................................... | 5517 0 | 7.b. ______________________ _______________________________________________________________________________________________________________________________ | | |8. To be completed by banks with "Oakar deposits." | ______________________ | Total "Adjusted Attributable Deposits" of all institutions acquired under Section 5(d)(3) of | ////////////////// | | | the Federal Deposit Insurance Act (from most recent FDIC Oakar Transaction Worksheet(s)) .... | 5518 N/A | 8. | ______________________ | | _______________________________________________________________________________________________________________________________ ______________________ 9. Deposits in lifeline accounts ................................................................ | 5596 ///////////// | 9. 10. Benefit-responsive "Depository Institution Investment Contracts" (included in total | ////////////////// | deposits in domestic offices) ................................................................ | 8432 0 | 10. ______________________ ______________ (1) For FDIC insurance assessment purposes, "time and savings deposits" consists of nontransaction accounts and all transaction accounts other than demand deposits.
30
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 3/31/94 ST-BK: 48-3926 FFIEC 031 Address: P.O. Box 2558 Page RC-21 City, State Zip: Houston, TX 77252-2558 FDIC Certificate No.: |0|3|2|6|3| ___________ Schedule RC-O--Continued Memoranda (to be completed each quarter except as noted) ______________________ Dollar Amounts in Thousands | RCON Bil Mil Thou | __________________________________________________________________________________________________ ____________________ 1. Total deposits in domestic offices of the bank (sum of Memorandum items 1.a.(1) and 1.b.(1) | ////////////////// | must equal Schedule RC, item 13.a): | ////////////////// | a. Deposit accounts of $100,000 or less: | ////////////////// | (1) Amount of deposit accounts of $100,000 or less ........................................ | 2702 9,005,521 | M.1.a.(1) (2) Number of deposit accounts of $100,000 or less (to be Number | ////////////////// | ___________________________ completed for the June report only) ........................ | RCON 3779 | N/A | ////////////////// | M.1.a.(2) ___________________________ b. Deposit accounts of more than $100,000: | ////////////////// | (1) Amount of deposit accounts of more than $100,000 ........... Number | 2710 6,907,456 | M.1.b.(1) ___________________________ (2) Number of deposit accounts of more than $100,000 ........... | RCON 2722 | 16,315 | ////////////////// | M.1.b.(2) _________________________________________________ 2. Estimated amount of uninsured deposits in domestic offices of the bank: a. An estimate of your bank's uninsured deposits can be determined by multiplying the number of deposit accounts of more than $100,000 reported in Memorandum item 1.b.(2) above by $100,000 and subtracting the result from the amount of deposit accounts of more than $100,000 reported in Memorandum item 1.b.(1) above. Indicate in the appropriate box at the right whether your bank has a method or procedure for YES NO ______________________ determining a better estimate of uninsured deposits than the estimate described above ..... | 6861| |///| | M.2.a. ____________________ X b. If the box marked YES has been checked, report the estimate of uninsured deposits | RCON Bil Mil Thou | ____________________ determined by using your bank's method or procedure ....................................... | 5597 N/A | M.2.b. ______________________ _____________________________________________________________________________________________________________________________ | C477 | (- Person to whom questions about the Reports of Condition and Income should be directed: __________ Karen Gatenby, Vice President (713) 216-5263 ___________________________________________________________________________________ ______________________________________ Name and Title (TEXT 8901) Area code and phone number (TEXT 8902)
31
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 3/31/94 ST-BK: 48-3926 FFIEC 031 Address: P.O. Box 2558 Page RC-22 City, State Zip: Houston, TX 77252-2558 FDIC Certificate No.: |0|3|2|6|3| ___________ Schedule RC-R--Risk-Based Capital This schedule must be completed by all banks as follows: Banks that reported total assets of $1 billion or more in Schedule RC, item 12, for June 30, 1993, must complete items 2 through 9 and Memorandum item 1. Banks with assets of less than $1 billion must complete items 1 through 3 below or Schedule RC-R in its entirety, depending on their response to item 1 below. ____________ | C480 | (- 1. Test for determining the extent to which Schedule RC-R must be completed. To be completed _____ __________ only by banks with total assets of less than $1 billion. Indicate in the appropriate | YES NO | box at the right whether the bank has total capital greater than or equal to eight percent __________ _______________ of adjusted total assets ............................................................... | RCFD 6056 | |////| | 1. _____________________________ For purposes of this test, adjusted total assets equals total assets less cash, U.S. Treasuries, U.S. Government agency obligations, and 80 percent of U.S. Government-sponsored agency obligations plus the allowance for loan and lease losses and selected off-balance sheet items as reported on Schedule RC-L (see instructions). If the box marked YES has been checked, then the bank only has to complete items 2 and 3 below. If the box marked NO has been checked, the bank must complete the remainder of this schedule. A NO response to item 1 does not necessarily mean that the bank's actual risk-based capital ratio is less than eight percent or that the bank is not in compliance with the risk-based capital guidelines. ___________________________________________ | (Column A) | (Column B) | |Subordinated Debt(1)| Other | | and Intermediate | Limited- | Items 2 and 3 are to be completed by all banks. | Term Preferred | Life Capital | | Stock | Instruments | ____________________ ____________________ Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou | ______________________________________________________________________________ ____________________ ____________________ 2. Subordinated debt(1) and other limited-life capital instruments (original | ////////////////// | ////////////////// | weighted average maturity of at least five years) with a remaining | ////////////////// | ////////////////// | maturity of: | ////////////////// | ////////////////// | a. One year or less ...................................................... | 3780 0 | 3786 0 | 2.a. b. Over one year through two years ....................................... | 3781 0 | 3787 0 | 2.b. c. Over two years through three years .................................... | 3782 0 | 3788 0 | 2.c. d. Over three years through four years ................................... | 3783 0 | 3789 0 | 2.d. e. Over four years through five years .................................... | 3784 7,000 | 3790 0 | 2.e. f. Over five years ....................................................... | 3785 338,000 | 3791 0 | 2.f. ___________________________________________ ______________________ 3. Total qualifying capital (i.e., Tier 1 and Tier 2 capital) allowable under the risk-based | RCFD Bil Mil Thou | ____________________ capital guidelines ............................................................................ | 3792 1,769,070 | 3. ______________________ ___________________________________________ | (Column A) | (Column B) | Items 4-9 and Memorandum item 1 are to be completed | Assets | Credit Equiv- | by banks that answered NO to item 1 above and | Recorded | alent Amount | by banks with total assets of $1 billion or more. | on the | of Off-Balance | | Balance Sheet | Sheet Items(2) | ____________________ ____________________ 4. Assets and credit equivalent amounts of off-balance sheet items assigned | RCFD Bil Mil Thou | RCFD Bil Mil Thou | ____________________ ____________________ to the Zero percent risk category: | ////////////////// | ////////////////// | a. Assets recorded on the balance sheet: | ////////////////// | ////////////////// | (1) Securities issued by, other claims on, and claims unconditionally | ////////////////// | ////////////////// | guaranteed by, the U.S. Government and its agencies and other | ////////////////// | ////////////////// | OECD central governments .......................................... | 3794 1,090,419 | ////////////////// | 4.a.(1) (2) All other ......................................................... | 3795 905,541 | ////////////////// | 4.a.(2) b. Credit equivalent amount of off-balance sheet items ................... | ////////////////// | 3796 49,582 | 4.b. ___________________________________________ ______________ (1) Exclude mandatory convertible debt reported in Schedule RC-M, item 7.e, "Total." (2) Do not report in column B the risk-weighted amount of assets reported in column A.
32
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 3/31/94 ST-BK: 48-3926 FFIEC 031 Address: P.O. Box 2558 Page RC-23 City, State Zip: Houston, TX 77252-2558 FDIC Certificate No.: |0|3|2|6|3| ___________ Schedule RC-R--Continued ___________________________________________ | (Column A) | (Column B) | | Assets | Credit Equiv- | | Recorded | alent Amount | | on the | of Off-Balance | | Balance Sheet | Sheet Items(1) | ____________________ ____________________ Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou | ______________________________________________________________________________ ____________________ ____________________ 5. Assets and credit equivalent amounts of off-balance sheet items | ////////////////// | ////////////////// | assigned to the 20 percent risk category: | ////////////////// | ////////////////// | a. Assets recorded on the balance sheet: | ////////////////// | ////////////////// | (1) Claims conditionally guaranteed by the U.S. Government and its | ////////////////// | ////////////////// | agencies and other OECD central governments ........................| 3798 862,697 | ////////////////// | 5.a.(1) (2) Claims collateralized by securities issued by the U.S. Govern- | ////////////////// | ////////////////// | ment and its agencies and other OECD central governments; by | ////////////////// | ////////////////// | securities issued by U.S. Government-sponsored agencies; and | ////////////////// | ////////////////// | by cash on deposit .................................................| 3799 193,153 | ////////////////// | 5.a.(2) (3) All other ..........................................................| 3800 8,023,912 | ////////////////// | 5.a.(3) b. Credit equivalent amount of off-balance sheet items ................... | ////////////////// | 3801 359,217 | 5.b. 6. Assets and credit equivalent amounts of off-balance sheet items | ////////////////// | ////////////////// | assigned to the 50 percent risk category: | ////////////////// | ////////////////// | a. Assets recorded on the balance sheet .................................. | 3802 503,446 | ////////////////// | 6.a. b. Credit equivalent amount of off-balance sheet items ................... | ////////////////// | 3803 34,104 | 6.b. 7. Assets and credit equivalent amounts of off-balance sheet items | ////////////////// | ////////////////// | assigned to the 100 percent risk category: | ////////////////// | ////////////////// | a. Assets recorded on the balance sheet .................................. | 3804 9,535,514 | ////////////////// | 7.a. b. Credit equivalent amount of off-balance sheet items ................... | ////////////////// | 3805 3,118,778 | 7.b. 8. On-balance sheet asset values excluded from the calculation of the | ////////////////// | ////////////////// | risk-based capital ratio(2) .............................................. | 3806 26,718 | ////////////////// | 8. 9. Total assets recorded on the balance sheet (sum of | ////////////////// | ////////////////// | items 4.a, 5.a, 6.a, 7.a, and 8, column A)(must equal Schedule RC, | ////////////////// | ////////////////// | item 12 plus items 4.b and 4.c) .......................................... | 3807 21,141,400 | ////////////////// | 9. ___________________________________________ ___________________________________________ | (Column A) | (Column B) | | Notional | Replacement | | Principal | Cost | Memorandum | Value | (Market Value) | ____________________ ____________________ Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou | ______________________________________________________________________________ ____________________ ____________________ 1. Notional principal value and replacement cost of interest rate and | ////////////////// | ////////////////// | foreign exchange rate contracts (in column B, report only those | ////////////////// | ////////////////// | contracts with a positive replacement cost): | ////////////////// | ////////////////// | a. Interest rate contracts (exclude futures contracts) ................... | ////////////////// | 3808 148,176 | M.1.a. (1) With a remaining maturity of one year or less ..................... | 3809 1,863,473 | ////////////////// | M.1.a.(1) (2) With a remaining maturity of over one year ........................ | 3810 4,922,413 | ////////////////// | M.1.a.(2) b. Foreign exchange rate contracts (exclude contracts with an original | ////////////////// | ////////////////// | maturity of 14 days or less and futures contracts) .................... | ////////////////// | 3811 5,621 | M.1.b. (1) With a remaining maturity of one year or less ..................... | 3812 294,879 | ////////////////// | M.1.b.(1) (2) With a remaining maturity of over one year ........................ | 3813 1,602 | ////////////////// | M.1.b.(2) ___________________________________________ ______________ (1) Do not report in column B the risk-weighted amount of assets reported in column A. (2) Until a final rule on the regulatory capital treatment of net unrealized holding gains (losses) on available-for-sale securities that is applicable to the reporting bank has taken effect, a bank that has adopted FASB Statement No. 115 should include the difference between the fair value and the amortized cost of its available-for-sale securities in item 8 and report the amortized cost of these securities in items 4 through 7 above. Item 8 also includes on-balance sheet asset values (or portions thereof) of off-balance sheet interest rate, foreign exchange rate, and commodity contracts and those contracts (e.g., futures contracts) not subject to risk-based capital. Exclude from item 8 margin accounts and accrued receivables as well as any portion of the allowance for loan and lease losses in excess of the amount that may be included in Tier 2 capital.
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Legal Title of Bank: Texas Commerce Bank National Association Call Date: 3/31/94 ST-BK: 48-3926 FFIEC 031 Address: P.O. Box 2558 Page RC-24 City, State Zip: Houston, TX 77252-2558 FDIC Certificate No.: |0|3|2|6|3| ___________ Optional Narrative Statement Concerning the Amounts Reported in the Reports of Condition and Income at close of business on March 31, 1994 Texas Commerce Bank National Association Houston Texas _______________________________________________________________ __________________________________, ___________________________ Legal Title of Bank City State The management of the reporting bank may, if it wishes, submit a brief narrative statement on the amounts reported in the Reports of Condition and Income. This optional statement will be made available to the public, along with the publicly available data in the Reports of Condition and Income, in response to any request for individual bank report data. However, the information reported in column A and in all of Memorandum item 1 of Schedule RC-N is regarded as confidential and will not be released to the public. BANKS CHOOSING TO SUBMIT THE NARRATIVE STATEMENT SHOULD ENSURE THAT THE STATEMENT DOES NOT CONTAIN THE NAMES OR OTHER IDENTIFICATIONS OF INDIVIDUAL BANK CUSTOMERS, REFERENCES TO THE AMOUNTS REPORTED IN THE CONFIDENTIAL ITEMS IN SCHEDULE RC-N, OR ANY OTHER INFORMATION THAT THEY ARE NOT WILLING TO HAVE MADE PUBLIC OR THAT WOULD COMPROMISE THE PRIVACY OF THEIR CUSTOMERS. Banks choosing not to make a statement may check the "No comment" box below and should make no entries of any kind in the space provided for the narrative statement; i.e., DO NOT enter in this space such phrases as "No statement," "Not applicable," "N/A," "No comment," and "None." The optional statement must be entered on this sheet. The statement should not exceed 100 words. Further, regardless of the number of words, the statement must not exceed 750 characters, including punctuation, indentation, and standard spacing between words and sentences. If any submission should exceed 750 characters, as defined, it will be truncated at 750 characters with no notice to the submitting bank and the truncated statement will appear as the bank's statement both on agency computerized records and in computer-file releases to the public. All information furnished by the bank in the narrative statement must be accurate and not misleading. Appropriate efforts shall be taken by the submitting bank to ensure the statement's accuracy. The statement must be signed, in the space provided below, by a senior officer of the bank who thereby attests to its accuracy. If, subsequent to the original submission, material changes are submitted for the data reported in the Reports of Condition and Income, the existing narrative statement will be deleted from the files, and from disclosure; the bank, at its option, may replace it with a statement, under signature, appropriate to the amended data. The optional narrative statement will appear in agency records and in release to the public exactly as submitted (or amended as described in the preceding paragraph) by the management of the bank (except for the truncation of statements exceeding the 750-character limit described above). THE STATEMENT WILL NOT BE EDITED OR SCREENED IN ANY WAY BY THE SUPERVISORY AGENCIES FOR ACCURACY OR RELEVANCE. DISCLOSURE OF THE STATEMENT SHALL NOT SIGNIFY THAT ANY FEDERAL SUPERVISORY AGENCY HAS VERIFIED OR CONFIRMED THE ACCURACY OF THE INFORMATION CONTAINED THEREIN. A STATEMENT TO THIS EFFECT WILL APPEAR ON ANY PUBLIC RELEASE OF THE OPTIONAL STATEMENT SUBMITTED BY THE MANAGEMENT OF THE REPORTING BANK. _________________________________________________________________________________________________________________________________ No comment |X| (RCON 6979) | C471 | C472 |(- ___ ___________________ BANK MANAGEMENT STATEMENT (please type or print clearly): (TEXT 6980) Signature of Kenneth L. Tilton appears here April 27, 1994 _____________________________________________ ________________________________ Signature of Executive Officer of Bank Date of Signature
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Legal Title of Bank: Texas Commerce Bank National Association Call Date: 3/31/94 ST-BK: 48-3926 Address: P.O. Box 2558 City, State Zip: Houston, TX 77252-2558 FDIC Certificate No.: |0|3|2|6|3| ___________ THIS PAGE IS TO BE COMPLETED BY ALL BANKS - ---------------------------------------------------------------------------------------------------------------------------------- NAME AND ADDRESS OF BANK | OMB No. For OCC: 1557-0081 | OMB No. For FDIC: 3064-0052 | OMB No. For Federal Reserve: 7100-0036 | Expiration Date: 2/28/95 | PLACE LABEL HERE | SPECIAL REPORT | (Dollar Amounts in Thousands) | __________________________________________________________________ | CLOSE OF BUSINESS | FDIC Certificate Number | | | DATE | | C-700 | (- | | |0|3|2|6|3| | | 3/31/94 __________________________________________________________________________________________________________________________________ LOANS TO EXECUTIVE OFFICERS (Complete as of each Call Report Date) - ---------------------------------------------------------------------------------------------------------------------------------- The following information is required by Public Laws 90-44 and 102-242, but does not constitute a part of the Report of Condition. With each Report of Condition, these Laws require all banks to furnish a report of all loans or other extensions of credit to their executive officers made since the date of the previous Report of Condition. Data regarding individual loans or other extensions of credit are not required. If no such loans or other extensions of credit were made during the period, insert "none" against subitem (a). (Exclude the first $5,000 of indebtedness of each executive officer under bank credit card plan.) See Sections 215.2 and 215.3 of Title 12 of the Code of Federal Regulations (Federal Reserve Board Regulation O) for the definitions of "executive officer" and "extension of credit," respectively. Exclude loans and other extensions of credit to directors and principal shareholders who are not executive officers. - ---------------------------------------------------------------------------------------------------------------------------------- _____________________________ a. Number of loans made to executive officers since the previous Call Report date .............. | RCFD 3561 | 3 a. ____________________________ b. Total dollar amount of above loans (in thousands of dollars) ................................ | RCFD 3562 | 26 b. _____________________________ c. Range of interest charged on above loans _______________________________________________________ (example: 9 3/4% = 9.75) .......................................... | RCFD 7701 | 7.65 | % to | RCFD 7702 | 18.00 | % c. _______________________________________________________ __________________________________________________________________________________________________________________________________ __________________________________________________________________________________________________________________________________ SIGNATURE AND TITLE OF OFFICER AUTHORIZED TO SIGN REPORT | DATE (Month, Day, Year) | | | Kenneth L. Tilton, EVP Controller April 27, 1994 __________________________________________________________________________________________________________________________________ NAME AND TITLE OF PERSON TO WHOM INQUIRIES MAY BE DIRECTED (TEXT 8903) | AREA CODE/PHONE NUMBER (TEXT 8904) | Karen Gatenby, Vice President | (713) 216-5263 | __________________________________________________________________________________________________________________________________ FDIC 8040/53 (12-92)
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