S-3/A

   
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 26, 1994
    
   
                                                       REGISTRATION NO. 33-55369
    
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                           --------------------------

   
                                AMENDMENT NO. 1
                                       TO
                                    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                                 (212) 848-4000
             Oklahoma City, Oklahoma 73102
                    (405) 235-9621


    

                           --------------------------

        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.  / /

                           --------------------------

   
    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
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
*Consumers Markets, Inc....................................................  Missouri                44-0559460
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

- ------------------------
*To be added by amendment.

    

                                      (i)



                    EXACT NAME OF SUBSIDIARY GUARANTOR                         JURISDICTION     I.R.S. EMPLOYER
                        REGISTRANTS AS SPECIFIED IN                          OF INCORPORATION   IDENTIFICATION
                         THEIR RESPECTIVE CHARTERS                            OR ORGANIZATION         NO.
- ---------------------------------------------------------------------------  -----------------  ---------------
                                                                                          
M&H Realty Corp............................................................  Tennessee               62-1168154
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 OCTOBER 26, 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  initial aggregate  principal amount 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 certain circumstances (a Change of
Control Triggering Event) the Company may be obligated to offer to purchase  all
outstanding  Fixed Rate Notes at 101%  of the principal amount thereof, together
with accrued  but  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
purchase.
    
   
    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  certain  circumstances (a  Change  of  Control
Triggering  Event)  the  Company  may  be obligated  to  offer  to  purchase all
outstanding Floating  Rate  Notes  at  101% of  the  principal  amount  thereof,
together with accrued but 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 (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  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, and senior  in right of  payment to any  future indebtedness of  the
Note  Guarantors that  is expressly subordinated  to senior  indebtedness of the
Note Guarantors. The Note Guarantees, however, will be effectively  subordinated
to secured senior indebtedness of the Note Guarantors under the Credit Agreement
and  the Prior Indentures which are guaranteed  by substantially all of the Note
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), of which $0.94 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 total amount of  indebtedness and other obligations  of the Company  ranking
PARI PASSU with the Notes would have been $___ billion.
    
    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 $1,250,000.

    

                          ---------------------------

   
    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.  The
offerings of the Fixed Rate Notes and the Floating Rate Notes, respectively, are
not conditioned upon each other.
    
                          ---------------------------

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 Reports on Form 8-K  dated
July  19, (as amended by Form 8-K A on September 2, 1994) October 4, and October
19, 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.  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 PRO FORMA 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,  chains and  multiple-store  independent
    operators  represented 40%  and 33%,  respectively, of  Fleming's net sales,
    with the balance  comprised of sales  to single-store independent  operators
    and  Fleming-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.   Fleming 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 a  number 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  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,"  "Management's Discussion and Analysis --  The
Consolidation, Reorganization and Re-engineering Plan" 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 enhanced 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. Fleming 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 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.
    

                                       5

    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.
  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



                                       6


   
                                 
                                    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 NOTES
 AND FLOATING RATE NOTES
  Change of Control...............  Upon  the occurrence  of a Change  of Control Triggering
                                    Event (as defined  in the indentures  pursuant to  which
                                    the Notes will be issued; the "Senior Note Indentures"),
                                    each  holder of the Notes will have the right to require
                                    the Company to purchase all of such holder's Notes at  a
                                    price  equal to  101% of  the principal  amount thereof,
                                    together with accrued  and unpaid interest,  if any,  to
                                    the  date of purchase. If a Change of Control Triggering
                                    Event occurs, there can be no assurance that the Company
                                    will have  available  funds  sufficient  to  redeem  the
                                    Notes.  Each  of  the  Credit  Agreement  and  the Prior
                                    Indentures contain  similar  obligations  requiring  the
                                    Company  to  repay  the  Indebtedness  under  the Credit
                                    Agreement (currently  $1.5  billion)  and  purchase  the
                                    outstanding  Indebtedness  under  the  Prior  Indentures
                                    (currently $229 million), respectively, in the event  of
                                    a  change  of  control.  If  a  purchase  of  the Notes,
                                    repayment of the Indebtedness under the Credit Agreement
                                    and purchase of the  outstanding Indebtedness under  the
                                    Prior Indentures were all triggered at the same time, it
                                    is possible the Company would be unable to satisfy these
                                    obligations.  In  addition, the  Senior  Note Indentures
                                    obligate the Company to  retire all amounts  outstanding
                                    under the Credit Agreement or to obtain a waiver of such
                                    requirement  under the Credit Agreement prior to mailing
                                    the notice of  a Change of  Control Triggering Event  to
                                    holders  of the Notes. Failure to do so would constitute
                                    a  default  by  the   Company  under  the  Senior   Note
                                    Indentures  and would  entitle the  holder to accelerate
                                    the obligations due under the  Notes. One of the  events
                                    which  constitute a  Change of  Control Triggering Event
                                    under the Senior Note  Indentures pursuant to which  the
                                    Notes  will  be issued  is  the disposition  of  "all or
                                    substantially all" of  the Company's  assets. This  term
                                    has not been interpreted under New York law to represent
                                    a  specific quantitative test. As  a consequence, in the
                                    event the holders of the  Notes elect to exercise  their
                                    right  to require the Company  to purchase the Notes and
                                    the Company elects to  contest such election, there  can
                                    be  no assurance as to how a court interpreting New York
                                    law would interpret the phrase. See "Description of  the
                                    Notes  -- Certain Covenants --  PURCHASE OF NOTES UPON A
                                    CHANGE OF CONTROL TRIGGERING EVENT."
  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


    

                                       7


   
                                 
                                    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. 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 total amount of
                                    indebtedness  and  other  obligations  of  the   Company
                                    ranking  PARI  PASSU with  the Notes  would have  been $
                                    billion.
  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. However,  the Note Guarantees  are
                                    effectively  subordinated to secured Senior Indebtedness
                                    of the Note  Guarantors under the  Credit Agreement  and
                                    the  Prior Indentures,  the obligations  under which are
                                    also guaranteed by substantially  all of the  Subsidiary
                                    Guarantors.  See "Description  of the  Notes -- Ranking"
                                    and "-- 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  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  Senior Note  Indentures contain  certain covenants,
                                    including, without  limitation, covenants  with  respect
                                    to:  (i) limitation  on indebtedness  (without regard to
                                    ranking); (ii) limitation on restricted payments;  (iii)
                                    limitation  on  liens; (iv)  restrictions  on additional
                                    guarantees;  and  (v)  restrictions  on  consolidations,
                                    mergers  and  sale  of  substantially  all  assets.  See
                                    "Description of the Notes -- Certain Covenants" and  "--
                                    Consolidation, Merger, Sale of Assets."
  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


    

                                       8


                                 
                                    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."

                                       9

                         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. The Scrivner Group's 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  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. The  Senior  Note Indentures
     contain a  covenant limiting  the incurrence  of Indebtedness  (other  than
     Permitted  Indebtedness)  and  the making  of  certain  Restricted Payments
     unless  a  minimum  required  consolidated  fixed  charge  coverage  ratio,
     calculated  on a  PRO FORMA basis,  is met. This  ratio, which approximates
     EBITDA divided by consolidated interest expense, is 1.75 to 1. Based on the
     PRO FORMA consolidated interest expense of $195 million for the year  ended
     December  25, 1993,  the Company's  EBITDA would need  to be  at least $342
     million in order for  the Company to  incur additional Indebtedness  (other
     than  Permitted Indebtedness),  to pay dividends  or to  make certain other
     restricted payments.
(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).

    

                                       10

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 the last Saturday  in
December 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(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 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. The Senior
     Note Indentures contain a covenant limiting the incurrence of  Indebtedness
     (other  than Permitted Indebtedness)  and the making  of certain Restricted
     Payments unless  a  minimum  required consolidated  fixed  charge  coverage
     ratio,  calculated  on  a  PRO  FORMA  basis,  is  met.  This  ratio, which
     approximates EBITDA divided by consolidated interest expense, is 1.75 to 1.
     Based on the PRO  FORMA consolidated interest expense  of $195 million  for
     the  year ended December 25, 1993, the Company's EBITDA would need to be at
     least  $342  million  in  order   for  the  Company  to  incur   additional
     Indebtedness  (other than Permitted  Indebtedness), to pay  dividends or to
     make certain other restricted payments.
(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 non-recurring  pre-tax
     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. All such non-recurring items were recorded in selling
     and administrative expense for the relevant period.
(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).

    

                                       11

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      22      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).

    

                                       12

                           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 and  excluding
undrawn  letters  of credit)  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"),  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 -- PURCHASE OF  NOTES
UPON A CHANGE OF CONTROL TRIGGERING EVENT."
    
   
    Although  the Company conducts substantial  operations at the parent company
level, the majority of operations  are conducted by the Company's  subsidiaries.
In  order to access  funds generated by subsidiary  operations, the Company must
either cause such subsidiaries to declare dividends or otherwise must borrow the
funds pursuant  to  intercompany credit  transactions.  There are  currently  no
agreements  which restrict any of the subsidiaries' ability to declare dividends
or  lend  funds  to  the  Company,  and  the  Credit  Agreement  prohibits  such
agreements.  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
    
    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

                                       13

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.

   
ASSET ENCUMBRANCES
    
   
    The Notes will not be secured by any  of the Company's assets or any of  the
Subsidiary  Guarantor'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 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 stores acquired in the Acquisition, as well as  certain
other  Company-owned stores, while contributing to 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  the   continued
underperformance of the combined 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  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
function,  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  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
share  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  to 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,

                                       14

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 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 loans to and equity investments in  customers.
Credit  loss  expenses, including  losses  from receivables  and  investments in
customers, increased by $9 million to $28 million for the 28 weeks ended July 9,
1994 and increased to $52 million for  fiscal year 1993 compared to $28  million
for fiscal year 1992. These increasing losses are due to the combined effects on
customers'  financial conditions  of sluggish  retail sales,  intensified retail
competition and lack  of food price  inflation. At July  9, 1994, the  Company's
total  of  loans  to customers  (including  both secured  and  unsecured loans),
guarantees of customer's debt  and equity investments  in customers was  $______
million.  Such amount excludes investments in customers through direct financing
leases, lease  guarantees, operating  leases,  credit extensions  for  inventory
purchases  and the recourse portion of  notes sold evidencing such loans. 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. 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  (a practice involving  arbitraging in food
and other goods  to profit from  price differentials given  by manufacturers  to
different  retailers and  wholesalers) which  had not  occurred. 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.
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 a  result of  the allegations contained  in the  complaint. The  Company
denies  the allegations of the complaint and will vigorously defend the actions.
The litigation is in its preliminary stages, and the ultimate outcome cannot  be
determined.  Furthermore, the Company is unable  to predict a potential range of
monetary exposure to the Company. Based  on the recovery sought, an  unfavorable
judgment  could have a material adverse effect  on the Company. See "Business --
Certain Legal Proceedings."
    

                                       15

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 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.

                                       16

                                  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.

    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  $489 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 6.0625%.  See "Management's Discussion  and Analysis --
Liquidity and Capital Resources," "The Credit Agreement" and "Underwriting."
    

                                       17

                                 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........................................................       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 expired on October 21,  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, primarily  related
     to   insurance  reserves   associated  with  its   normal  risk  management
     activities.

    

                                       18

                        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.

                                       19

                       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)


                                       20

                  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
    expired  on  October 21,  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  for the  interim
    period  ended  1994  and  $93  million  for  the  fiscal  year  ended  1993,
    respectively); (v)  the addition  of interest  expense associated  with  the
    Notes ($24 million and $44 million, respectively), and (vi) the amortization
    of  deferred  debt  issuance  costs  related to  the  Notes  and  the Credit
    Agreement of  $4 million  and $7  million, respectively.  See  "Management's
    Discussion and Analysis -- Results of Operations -- Interest Expense."
    
   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.
    The  Senior Note  Indentures contain a  covenant limiting  the incurrence of
    Indebtedness (other than Permitted Indebtedness)  and the making of  certain
    Restricted  Payments  unless a  minimum  required consolidated  fixed charge
    coverage ratio, calculated on a PRO  FORMA basis, is met. This ratio,  which
    approximates  EBITDA divided by consolidated interest expense, is 1.75 to 1.
    Based on the PRO FORMA consolidated interest expense of $195 million for the
    year ended December 25, 1993, the Company's EBITDA would need to be at least
    $342 million  in order  for  the Company  to incur  additional  Indebtedness
    (other  than Permitted  Indebtedness), to pay  dividends or  to make certain
    other restricted payments.
    
(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.
    

                                       21

                            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)


                                       22

          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 assets acquired  and liabilities  assumed 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. On  July 19,  1994, the Company
    consummated the Acquisition,  paying $388  million in  cash and  refinancing
    substantially  all of the Scrivner  Group's indebtedness (approximately $680
    million in aggregate principal amount  and premium). The estimated net  fair
    value  of the  Scrivner Group's  assets on the  date of  the Acquisition was
    $______.
    

   
(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 expired on  October 21, 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.

                                       23

                         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. The Senior
     Note Indentures contain covenants  limiting the incurrence of  Indebtedness
     (other  than  Permitted Indebtedness)  to  a minimum  required consolidated
     fixed charge  coverage ratio  (as  defined). This  ratio is  calculated  as
     EBITDA  divided by consolidated interest  expense (as defined). The minimum
     required ratio, which  is 1.75 to  1, must  be met before  the Company  can
     incur  additional Indebtedness  (other than Permitted  Indebtedness) or pay
     dividends or make certain other restricted payments. Based on the PRO FORMA
     consolidated interest expense of $195  million for the year ended  December
     25,  1993, the Company's EBITDA  would need to be  at least $342 million in
     order  for  the  Company  to  incur  additional  Indebtedness  (other  than
     Permitted  Indebtedness),  to  pay  dividends  or  to  make  certain  other
     restricted payments.
(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.  In
     1991,  EBITDA has  been increased by  $15 million  to reflect non-recurring
     pre-tax 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. All such non-recurring items were recorded in  selling
     and administrative expense for the relevant period.
(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).

    

                                       24

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         22         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).

    

                                       25

                      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  net
provision  of $7 million  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 consolidation of four existing facilities  into a large, new facility to  be
constructed in the Kansas City area; the revised plan, which calls for enlarging
and  utilizing existing  facilities, is expected  to result  in lower associated
closure costs.
    

    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.

   
    Thirty 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
    

                                       26

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 up to nine of the 52 distribution centers currently
operated  by the Company will be closed  due to the Acquisition. The Company has
identified eight of such facilities, all of which are Scrivner Group facilities,
and the last center to be identified  may be a Fleming facility. 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. and
certain  of   its  affiliates   ("Megafoods"),  filed   Chapter  11   bankruptcy
proceedings. As of such date, Megafood's total indebtedness to Fleming for goods
sold  on open account,  equipment leases and  loans aggregated approximately $20
million.  The  Company  holds  substantial  collateral  with  respect  to  these
obligations.  Megafoods  is  also liable  to  the Company  under  store sublease
agreements for approximately $37 million, and the Company is contingently liable
on certain lease  guarantees given by  the Company on  behalf of Megafoods.  The
Company  is partially  secured as to  these obligations. The  debtor has alleged
claims  against  the   Company  arising  from   breach  of  contract,   tortious
interference with contracts and business relationships and wrongful set-off of a
$12  million  cash  security  deposit  and  has  threatened  to  seek  equitable
subordination of the Company's claims. The Company denies these allegations  and
will  vigorously protect its interests. Based on  this event, the Company took a
charge to earnings of  $6.5 million in  the third quarter of  1994 to cover  its
estimated  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. An  estimate
of  additional possible loss, or the range  of additional losses, if any, cannot
be made at this early stage of  the proceedings. The Company estimates that  its
annual sales to Megafoods were approximately $335 million.
    

                                       27

RESULTS OF OPERATIONS

   
    Set  forth in the following table is information regarding Fleming 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
                                                                        --------   --------   --------   --------   --------
Earnings before extraordinary items and accounting change.............     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 several factors, none  of
which  is individually material  to net sales, including:  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  in June 1994, 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. Fleming measures
inflation using data derived from the average  cost of a ton of product sold  by
the  Company; 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
(which includes outbound truck revenues, backhaul revenues and contract  hauling
revenues)  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 wholesalers
and retailers. These increases were partially offset by lower credits to  income
resulting from the LIFO method of inventory valuation in the 1994 period.
    

                                       28

   
    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
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 selling expenses than
wholesale operations. Also contributing to the  increase is the absence in  1994
of  certain non-recurring  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.
    

    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.

   
    The average fixed  interest rate paid  by the Company  on the interest  rate
swaps  is 6.794%, covering $750 million  of floating rate indebtedness priced at
the London interbank offered interest rate ("LIBOR") plus a margin. The interest
rate swap agreements, which were  implemented through eight counterparty  banks,
and  which have an average remaining life  of 3.6 years, provide for the Company
to receive substantially the  same LIBOR that the  Company pays on its  floating
rate  indebtedness. For  the remaining $250  million, the  Company has purchased
interest rate  cap  agreements  covering  $250  million  of  its  floating  rate
indebtedness  priced at  LIBOR. The  cap agreements  provide for  the Company to
receive LIBOR from the  two counterparty banks if  LIBOR exceeds 7.33% over  the
next  4.2 years. The Company's payment  obligations under the interest rate swap
and cap agreements meet  the criteria for hedge  accounting treatment under  FAS
No. 80, in accordance with which the Company's payment obligations are accounted
for as interest expense.
    

   
    With  respect to the interest rate  hedging agreements, the Company believes
its exposure to potential credit loss expense is minimized primarily due to  (a)
the  relatively strong credit ratings of  the counterparties for their unsecured
long-term debt (A+  or higher from  Standard &  Poor's Ratings Group  and A1  or
higher  from Moody's  Investors Service,  Inc. or higher)  and (b)  the size and
diversity of the counterparty banks. While  it is not appropriate under FAS  No.
80  to account for the hedges on  a marked-to-market basis, the hedge agreements
are subject to market risk to the extent that market interest rates for  similar
instruments  decrease,  and the  Company terminates  the  hedges prior  to their
maturity. However, the Company believes this  risk is minimized as it  currently
foresees no need to terminate the hedge agreements prior to their maturity.
    

   
    On  an annualized  basis, the $1  billion of interest  rate hedge agreements
account for  $53.2 million  of fixed  annual interest  expense. For  the  fiscal
quarter  ended October 1,  1994, the interest  rate hedge agreements contributed
$7.9 million  to  interest  expense.  The estimated  fair  value  of  the  hedge
agreements at October 1, 1994 is $13 million.
    

                                       29

    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  pre-tax 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, and  the ultimate outcome
cannot be determined. Furthermore, the Company is unable to predict a  potential
range  of monetary  exposure to  the Company. Based  on the  recovery sought, an
unfavorable judgment  could  have a  material  adverse effect  on  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
following items,  none of  which  individually is  material  to net  sales:  the
inclusion  of a  full year  of operation of  Baker's Supermarkets  Inc. in 1993,
compared  to  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

                                       30

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. The increase
was due to the combined effects  on customers' financial conditions of  sluggish
retail  sales, intensified retail competition and  lack of food price inflation.
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 non-recurring 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.  The increase in  credit loss expense  was due to  the combined effects on
customers' financial  conditions of  sluggish retail  sales, intensified  retail
competition and lack of food price inflation.
    

   
    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
each of 1993, 1992 and 1991.
    

    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.   Operating losses  from equity  investments in
certain customers  (including customers  participating in  the Company's  Equity
Store  Program or the Business Development  Venture Program) accounted for under
the equity  method  in  1993  decreased  by  $3  million  to  $12  million  from
    

                                       31

   
$15 million in 1992. Operating losses from investments in such customers in 1992
increased by $7 million from $8 million in 1991. The improvement in 1993 was due
to   improved  operating  performance  by  certain  of  the  Company's  Business
Development Ventures. Such ventures were responsible for equity method losses of
$6 million in 1993, compared to $11 million in 1992 and $4 million in 1991.  The
increase  in  1992  was attributable  to  poor performance  by  certain Business
Development  Ventures.  The  continued   effects  on  the  Company's   customers
(including  those in which the Company has made equity investments) of a lack of
food price inflation and intense competition has resulted in continuing  losses.
The  Company's equity investments in its customers are usually coupled with long
term supply agreements. In the past,  the Company believed the additional  sales
resulting  from such investments would more than offset any equity method losses
or credit losses. See,  however, "Business -- Capital  Invested in Customers  --
EQUITY INVESTMENTS."
    

    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 than the 1992 rate
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  but  excluding undrawn
letters of credit, to total capital was 46% at July 9, 1994, compared to 50%  at
December  25, 1993. Such total indebtedness 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.
    

    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

                                       32

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."

   
    The  Credit Agreement  contains customary covenants  associated with similar
facilities including,  without limitation,  the following  financial  covenants:
maintenance   of  a  borrowed  funds  to  net  worth  ratio  of  ______________;
maintenance of a  minimum consolidated net  worth of $______;  maintenance of  a
specified  fixed charge coverage ratio to  ______; prohibition of certain liens;
prohibitions  on   certain  mergers,   consolidations  and   sales  of   assets;
restrictions  on  the  incurrence of  certain  debt or  provision  of additional
guarantees; limitations on restricted payments; limitations on transactions with
affiliates; limitations on acquisitions and investments; limitations on  capital
expenditures;  and limitations  on payment  restrictions affecting subsidiaries.
The Company is currently  in compliance with all  financial covenants under  the
Credit  Agreement. As  of ___________, the  minimum consolidated  net worth test
would have allowed the Company to pay dividends and/or repurchase capital  stock
in  the aggregate amount of  $___ million. The borrowed  funds to net worth test
would have allowed the Company to  borrow an additional $___ million. The  fixed
charge  coverage test would have allowed the Company to incur an additional $___
million of annual interest expense. There are no committed lines of credit other
than 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 during 1995. See "Certain
Other Obligations  --  Sales  of  Certain Secured  Loans  and  Direct  Financing
Leases."
    

   
    At  October 1, 1994  the Company had $___  million of contingent obligations
under undrawn  letters  of  credit,  primarily  related  to  insurance  reserves
associated with its normal risk management activities. To the extent that any of
these  letters of  credit were drawn,  payments would be  financed by borrowings
under Tranche A of the Credit Agreement.
    

   
    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."
Assuming consummation of  the Offering and  the use of  proceeds therefrom,  the
Company's debt repayment obligations will be approximately $34.8 million for the
balance of 1994, $117.5 million for 1995, $77.3 million for 1996, $146.7 million
for 1997, $190.7 million for 1998, and $295.1 million for 1999.
    

   
    The  consummation  of the  Acquisition and  the  resulting downgrade  in the
rating  of  the  Company's   long-term  unsecured  indebtedness  represented   a
"repurchase event" under the indenture governing the Company's Medium-Term Notes
which required the Company to offer to repurchase one series of such Medium-Term
Notes.  On August  16, 1994,  the Company  made an  offer to  purchase the notes
issued in this series, which offer terminated October 21, 1994. An aggregate  of
$______  of  such Medium-Term  Notes  were repurchased,  using  borrowings under
Tranche A of the Credit Agreement.
    

    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.

                                       33

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.

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 (measured by
reference to the  Consumer Price  Index-Food at  Home), 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 expenses than wholesale operations.
    

                                       34

    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  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 percentage 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.

                                       35

                                    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.  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 PRO FORMA 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,  chains and  multiple-store  independent
    operators  represented 40%  and 33%,  respectively, of  Fleming's net sales,
    with the balance  comprised of sales  to single-store independent  operators
    and  Fleming-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.   Fleming 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

                                       36

    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 nine 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

                                       37

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.

                                       38

    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 Marketing, Product Supply,  and
Support Services. Customer Management, Retailer Services, and Category Marketing
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  Marketing,  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 feedback, 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.  However,  unforeseen  events  or  circumstances  could  delay or
reverse planned asset dispositions or work force reductions, thereby delaying or
reducing expected cost savings.
    

    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

                                       39

labels are those which the Company  controls and private labels are those  which
may be offered only in stores 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   retailers  directly  for  services   for  which  they  formerly  paid
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  currently  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.
    

                                       40

   
    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 temporary  storage space. The
Company  has  identified   eight  distribution  centers   (all  Scrivner   Group
distribution  centers) for consolidation and plans to identify an additional one
for closure  (which may  be  either a  Fleming  or Scrivner  Group  distribution
center). 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

   
    Principally as  a result  of the  Acquisition, the  number of  Company-owned
stores  increased from 139  at ____ to  345 at ____,  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.
    

                                       41

    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.

    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

                                       42

   
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 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.  At October  1, 1994,  $31.2 million  of notes  receivable were
greater than 90 days past due. At  that date, the Company had reserves  covering
67% of such amount.
    

    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 Fleming's  portfolio of
loans to and investments in customers at year end 1993 and 1992. The table  does
not include the Company's investment in customers
    

                                       43

   
through  direct financing leases,  lease guarantees, operating  leases or credit
extensions for  inventory purchases.  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.

    

   
    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.  Fleming'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

                                       44

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 employees  participated  in fraudulent  activities  by
taking  money  for  confirming "diverting"  transactions  (a  practice involving
arbitraging in food and other goods to profit from price differentials given  by
manufacturers to different retailers and wholesalers) 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, and  the ultimate
outcome cannot be determined.  Furthermore, the Company is  unable to predict  a
potential  range  of monetary  exposure to  the Company.  Based on  the recovery
sought, an unfavorable  judgment could  have a  material adverse  effect on  the
Company.
    

   
    The  Company has been designated by the U.S. Environmental Protection Agency
as  a  potentially  responsible  party  under  the  Comprehensive  Environmental
Response,  Compensation and Liability Act ("CERCLA," also known as "Superfund"),
with others, with  respect to  EPA-designated Superfund  sites. While  liability
under  CERCLA for remediation  of such sites  is joint and  several, the Company
believes that, to the extent it is ultimately determined to be liable for  clean
up at any such 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.

                                       45

                                   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 management  information systems 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,  management information systems,  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.  Mr. Easter  is also  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

                                       46

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.

   
    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 was elected 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.
    

                                       47

                              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 contained as an Exhibit to the Company's
Current Report on Form 8-K, dated July  19, 1994, which is incorporated in  this
Prospectus by reference.
    

    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 on a consolidated basis.
    

    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  a
specified   borrowed  funds  to  net  worth  ratio;  maintenance  of  a  minimum
consolidated net worth; maintenance of a specified fixed charge coverage  ratio;
prohibition  of certain  liens; prohibitions of  certain mergers, consolidations
and sales  of assets;  restrictions on  the incurrence  of debt  and  additional
guarantees; limitations on restricted payments; limitations on transactions with
affiliates;  limitations on acquisitions and investments; limitations on capital
expenditures; and limitations  on payment  restrictions affecting  subsidiaries.
The  Company is currently  in compliance with all  financial covenants under the
Credit Agreement. As  of ___________,  the minimum consolidated  net worth  test
would  have allowed the Company to pay dividends and/or repurchase capital stock
in the aggregate amount
    

                                       48

   
of $____ million. The borrowed  funds to net worth  test would have allowed  the
Company  to borrow an  additional $____ million. The  fixed charge coverage test
would have allowed the  Company to incur an  additional $____ million of  annual
interest expense.
    

    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.

                           CERTAIN OTHER OBLIGATIONS

THE PRIOR INDENTURES

   
    On  March  15,  1986,  the  Company  entered  into  an  Indenture  (the  "86
Indenture")  with  Morgan Guaranty  Trust  Company, 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  Trust Company 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
terminated  on  October  21,  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  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  directly or
indirectly to financial institutions during 1995.
    

                                       49

                            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...................................................................             %


                                       50

    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         , 1995.
    

                                       51

    "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 Triggering
Event 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 TRIGGERING EVENT" (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.

                                       52

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, and senior in right of payment to any future indebtedness
of the Note Guarantors that is expressly subordinated to Senior Indebtedness  of
the Note Guarantors.
    

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 future  Subordinated Indebtedness  of the  Company (there  is no  current
Subordinated Indebtedness). 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)  would have  been
approximately  $1.63 billion,  of which  $1.12 billion  would have  been secured
Senior 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 total amount of indebtedness and other obligations of
the Company ranking PARI PASSU with the Notes would have been $____ billion. 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
and senior in right of payment to any future Indebtedness of the Note Guarantors
that is expressly subordinated  to Senior Indebtedness  of the Note  Guarantors.
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)  would  have  been  approximately  $1.44
billion,  of which $0.94 billion would have been secured Senior 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 total amount of  Indebtedness and other obligations  of the Note  Guarantors
ranking PARI PASSU with the Notes would have been $____ billion. 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

                                       53

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:

        (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

                                       54

    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 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 TRIGGERING EVENT.  If a Change of
Control  Triggering Event  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  Purchase  Offer")  and  the  other
procedures set forth  in the Senior  Note Indentures. Reference  is made to  "--
Certain  Definitions" for  the definitions  of "Change  of Control,"  "Change of
Control Triggering Event," "Rating  Agencies," "Rating Decline" and  "Investment
Grade."  The foregoing rights are  triggered only upon the  occurrence of both a
Change of Control  and a  Rating Decline.  A Rating  Decline is  defined as  the
occurrence  on,  or within  90  days after,  the date  of  public notice  of the
occurrence of a Change of Control or of the intention of the Company or  Persons
controlling  the Company to  effect a Change  of Control (which  period shall be
extended so  long  as  the rating  of  the  Notes is  under  publicly  announced
consideration  for  possible downgrade  by any  of the  Rating Agencies)  of the
following: (i) if  the Notes  are rated by  either Rating  Agency as  Investment
Grade immediately prior to the beginning of such period, the rating of the Notes
by  both Rating Agencies shall  be below Investment Grade;  or (ii) if the Notes
are rated below Investment  Grade by both Rating  Agencies immediately prior  to
the  beginning of such period, the rating  of such Notes by either Rating Agency
shall be decreased by one or more gradation (including gradations within  Rating
Categories as well as between Rating Categories).
    

   
    Within  30 days following the occurrence of any Change of Control Triggering
Event, the Company  shall notify  the Trustee and  give written  notice of  such
Change of Control Triggering Event 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  Purchase  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  Purchase Offer  or  to  withdraw such
acceptance.
    

                                       55

   
    The Credit Agreement prohibits the  Company from incurring any  Indebtedness
which  grants  to  holders  thereof  the  option  of  requiring  the  Company to
repurchase such  debt  prior  to  the  retirement  of  all  amounts  outstanding
thereunder.  Upon the  occurrence of a  Change of Control  Triggering Event, the
Company is obligated  to retire all  amounts then outstanding  under the  Credit
Agreement  or to  obtain a  waiver of  such prohibition  for the  benefit of the
holders of the Senior Notes. Upon  such retirement or waiver following a  Change
of  Control Triggering Event,  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. Failure by the Company to retire all
obligations then outstanding under  the Credit Agreement or  to obtain a  waiver
upon  the occurrence of a Change of  Control Triggering Event would constitute a
default by the Company  under the Senior Note  Indentures and would entitle  the
requisite  holders to accelerate  the obligations due  under the Notes (although
without a premium). If a Change of Control Triggering Event occurs, 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 Purchase 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. Each of  the
Credit  Agreement and the Prior Indentures contain similar obligations requiring
the Company to repay the Indebtedness under the Credit Agreement (currently $1.5
billion) and repurchase the outstanding Indebtedness under the Prior  Indentures
(currently  $319 million),  respectively, in  the event  of a  similarly defined
change of control. If a repurchase  of the Notes, repayment of the  Indebtedness
under  the Credit Agreement and repurchase of the outstanding Indebtedness under
the Prior Indentures were  all triggered at  the same time,  it is possible  the
Company would be unable to satisfy these obligations. The failure of the Company
to  make or consummate the Change of Control Purchase 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."
    

   
    One of the events which constitute a Change of Control under the Senior Note
Indentures  is the  disposition of "all  or substantially all"  of the Company's
assets. This term  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 elect
to exercise their rights under the Senior Note Indentures and the Company elects
to contest  such  election,  there  can  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 Triggering Event may deter a third party
from acquiring  the Company  in  a transaction  which  constitutes a  Change  of
Control.
    

   
    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
Triggering Event," 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)

                                       56

    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  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 an
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 confirmed, by supplemental
indenture  to  each of  the  Senior Note  Indentures,  that its  respective Note
Guarantees with respect to  the 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
    

                                       57

   
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 in  clauses
(i)  through  (v) of  this paragraph  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
conditions 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. (Sections 801 and 802)
    

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 TRIGGERING EVENT";
    

   
        (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 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

                                       58

    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 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

                                       59

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 SENIOR NOTE INDENTURES
    
    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 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

                                       60

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 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

                                       61

   
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
Triggering  Event 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 Senior  Note 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.

    "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.

                                       62

    "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."

   
    "Change of Control Triggering Event" means  the occurrence of both a  Change
of Control and a Rating Decline.
    

    "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

                                       63

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 be 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, 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).

                                       64

    "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  Principles"  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
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

                                       65

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.

   
    "Investment  Grade" means BBB- or higher by S&P or Baa3 or higher by Moody's
or the equivalent  of such  ratings by S&P  or Moody's  or in the  event S&P  or
Moody's  shall cease  rating the  Notes and the  Company shall  select any other
Rating Agency, the equivalent of such ratings by another Rating Agency.
    

    "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 of Control or redemption date, and whether
by  declaration  of  acceleration, Change  of  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;

        (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

                                       66

    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 instrument  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 (i) 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;

        (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,

                                       67

    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.

    "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.

                                       68

    "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.

   
    "Rating Agency"  means any  of (i)  S&P, (ii)  Moody's or  (iii) if  S&P  or
Moody's  or both  shall not  make a  rating of  the Notes  publicly available, a
security rating agency or agencies, as the case may be, nationally recognized in
the United States, selected by the  Company, which shall be substituted for  S&P
or Moody's or both, as the case may be.
    

   
    "Rating  Category"  means (i)  with  respect to  S&P,  any of  the following
categories: AAA, AA, A, BBB,  BB, B, CCC, CC, C  and D (or equivalent  successor
categories); (ii) with respect to Moody's, any of the following categories: Aaa,
Aa,  A, Baa, Ba, B,  Caa, Ca, C and D  (or equivalent successor categories); and
(iii) the equivalent  of any such  category of  S&P or Moody's  used by  another
Rating  Agency. In determining whether the rating  of the Notes has decreased by
one or more gradation, gradations within Rating Categories (+ and - for S&P;  1,
2  and 3 for  Moody's; or the  equivalent gradations for  another Rating Agency)
shall be taken into account (e.g., with respect to S&P, a decline in rating from
BB+ to BB, as well as from BB- to
B+, will constitute a decrease of one gradation).
    

   
    "Rating Decline" means the occurrence on, or within 90 days after, the  date
of public notice of the occurrence of a Change of Control or of the intention of
the  Company or Persons  controlling the Company  to effect a  Change of Control
(which period shall  be extended so  long as the  rating of the  Notes is  under
publicly  announced consideration  for possible downgrade  by any  of the Rating
Agencies) of the following: (i) if the  Notes are rated by either Rating  Agency
as  Investment  Grade immediately  prior to  the beginning  of such  period, the
rating of the Notes by both Rating Agencies shall be below Investment Grade;  or
(ii)  if the  Notes are  rated below  Investment Grade  by both  Rating Agencies
immediately prior to the beginning  of such period, the  rating of the Notes  by
either  Rating Agency  shall be decreased  by one or  more gradations (including
gradations within Rating Categories as well as between Rating Categories).
    

    "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.

                                       69

    "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.,  Boogaart  Stores  of
Nebraska,  Inc.,  Central Park  Super Duper,  Inc., Commercial  Cold/Dry Storage
Company, Consumer Markets, Inc., 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, 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)

                                       70

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.

                                       71

                                  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 has  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

                                       72

   
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  LLP, independent  public
accountants,  and are included  in reliance upon  the authority of  said firm as
experts in accounting and auditing in giving said reports.
    

                                       73

                         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


    

                                      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 entities in which
the  company has an investment in common stock of between 20% and 50%. Under the
equity method, original  investments are recorded  at cost and  adjusted by  the
company's  share of  earnings or  losses of these  entities and  for declines in
estimated realizable values deemed to be other than temporary.
    

    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.

   
    FIXED ASSET IMPAIRMENT:  Fixed asset impairments are recorded when events or
changes  in circumstances indicate that the  carrying amount of the fixed assets
may not be recoverable. Such impairment losses are measured by the excess of the
carrying amount of the fixed asset over the fair value of the related asset.
    

   
    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,  measured on  an undiscounted  basis,
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.

                                      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

    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.

   
    CONTINGENT LIABILITIES:   The company has  aggregate contingent  liabilities
under debt guarantees and future minimum rental commitments of $370 million.
    

   
    RECLASSIFICATIONS:   Certain reclassifications have  been made to prior year
amounts to conform to current year classifications.
    

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
Equity investment results.............................................      (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          --
Equity investment results..............................................      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  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. 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  litigation is in its preliminary stages and the ultimate outcome cannot
presently  be  determined.  Furthermore,  management  is  unable  to  predict  a
potential range of monetary exposure, if any, to the company. Based on the large
recovery sought, an unfavorable judgment could have a material adverse effect on
the company. Management believes, however, that a material adverse effect on the
company's  consolidated financial position is not likely. The company intends to
vigorously defend the actions.
    

    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.

   
    The  company has been designated by the U.S. Environmental Protection Agency
("EPA") as a potentially responsible party under the Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA," also known as  "Superfund"),
with  others, with  respect to  EPA-designated Superfund  sites. While liability
under CERCLA  for remediation  at such  sites is  joint and  several with  other
responsible  parties, the company believes that,  to the extent it is ultimately
determined to be liable for clean up  at any such 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......................         13
The Company....................................         17
Use of Proceeds................................         17
Capitalization.................................         18
Pro Forma Financial Information................         19
Selected Financial Information.................         24
Management's Discussion and Analysis...........         26
Business.......................................         36
Management.....................................         46
The Credit Agreement...........................         48
Certain Other Obligations......................         49
Description of the Notes.......................         50
Underwriting...................................         72
Legal Opinions.................................         73
Experts........................................         73
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.....................................     25,000
Printing and Engraving Expenses.................................    325,000
Accountant's Fees and Expenses..................................     60,000
Legal Fees and Expenses.........................................    450,000
Rating Agencies' Fees...........................................     90,000
Blue Sky Fees and Expenses......................................     22,500
Miscellaneous...................................................     74,586
                                                                  ---------
    Total.......................................................  $1,250,000
                                                                  ---------
                                                                  ---------


    

    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

- ------------------------
* Filed with this amendment.
+ 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  amended
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 24th
day of October, 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  amended
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.
                                                               October 24, 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

       /s/  GUY A. OSBORN*
- ---------------------------------  Director
          Guy A. Osborn

      /s/  E. DEAN WERRIES*
- ---------------------------------  Director
         E. Dean Werries

    *By:        /s/  DAVID R.
             ALMOND
- ---------------------------------
         David R. Almond
        ATTORNEY-IN-FACT

    

                                      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   amended
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  24th
day of October, 1994.
    

                                          ATI, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant  to the  requirements of the  Securities Act of  1933, this amended
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)                   October 24, 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  amended
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 24th
day of October, 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  amended
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)
                                                               October 24, 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   amended
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  24th
day of October, 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 amended
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)

                                                               October 24, 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  amended
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 24th
day of October, 1994.
    

                                          BALL MOTOR SERVICE, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant to the  requirements of the  Securities Act of  1933, this  amended
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)
                                                               October 24, 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   amended
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  24th
day of October, 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 amended
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.
    

   
            SIGNATURE                        TITLE                   DATE
- ---------------------------------  -------------------------  ------------------

      /s/  DAVID R. ALMOND*
- ---------------------------------  Vice President (Acting
         David R. Almond            Chief Executive Officer)

          /s/JOHN M. THOMPSON*     Vice President and
- ---------------------------------   Treasurer (Chief
        John M. Thompson            Financial Officer)

    /s/  LOUIS F. MOORE, JR.*      Vice President --
- ---------------------------------   Controller (Chief
       Louis F. Moore, Jr.          Accounting Officer)
                                                               October 24, 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  amended
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 24th
day of October, 1994.
    

                                          BOOGAART STORES OF NEBRASKA, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant to the  requirements of the  Securities Act of  1933, this  amended
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)
                                                               October 24, 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-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   amended
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  24th
day of October, 1994.
    

                                          CENTRAL PARK SUPER DUPER, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant  to the  requirements of the  Securities Act of  1933, this amended
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)
                                                               October 24, 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-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  amended
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 24th
day of October, 1994.
    

                                          COMMERCIAL COLD/DRY
                                          STORAGE COMPANY
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant to the  requirements of the  Securities Act of  1933, this  amended
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)
                                                               October 24, 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-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   amended
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  24th
day of October, 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 amended
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)
                                                               October 24, 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  amended
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 24th
day of October, 1994.
    

                                          DEL-ARROW SUPER DUPER, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant to the  requirements of the  Securities Act of  1933, this  amended
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)
                                                               October 24, 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-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   amended
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  24th
day of October, 1994.
    

                                          FESTIVAL FOODS, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant  to the  requirements of the  Securities Act of  1933, this amended
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)
                                                               October 24, 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-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  amended
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 24th
day of October, 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  amended
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                   October 24, 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   amended
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  24th
day of October, 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 amended
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)
                                                               October 24, 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  amended
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 24th
day of October, 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  amended
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                   October 24, 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   amended
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  24th
day of October, 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 amended
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)
                                                               October 24, 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  amended
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 24th
day of October, 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  amended
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)
                                                               October 24, 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  amended
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 24th
day of October, 1994.
    

                                          FLEMING FOODS OF VIRGINIA, INC.
                                          (Registrant)

                                          By:           JOHN M. THOMPSON

                                          --------------------------------------
                                                     John M. Thompson
                                                      VICE PRESIDENT

   
    Pursuant to the  requirements of the  Securities Act of  1933, this  amended
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)
                                                               October 24, 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   amended
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  24th
day of October, 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 amended
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
                                                               October 24, 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  amended
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 24th
day of October, 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  amended
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)
                                                               October 24, 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   amended
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  24th
day of October, 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 amended
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)
                                                               October 24, 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  amended
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 24th
day of October, 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  amended
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
                                                               October 24, 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   amended
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  24th
day of October, 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 amended
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)
                                                               October 24, 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  amended
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 24th
day of October, 1994.
    

                                          FLEMING HOLDINGS, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant to the  requirements of the  Securities Act of  1933, this  amended
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)
                                                               October 24, 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-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   amended
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  24th
day of October, 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 amended
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.
    

   
            SIGNATURE                        TITLE                   DATE
- ---------------------------------  -------------------------  ------------------

      /s/  WAYNE EPPERSON*
- ---------------------------------  President (Chief
         Wayne Epperson             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)
                                                               October 24, 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  amended
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 24th
day of October, 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  amended
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                   October 24, 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   amended
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  24th
day of October, 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 amended
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.
    

   
            SIGNATURE                        TITLE                   DATE
- ---------------------------------  -------------------------  ------------------

      /s/  DAVID R. ALMOND*
- ---------------------------------  Vice President (Acting
         David R. Almond            Chief Executive Officer)

          /s/JOHN M. THOMPSON*     Vice President and
- ---------------------------------   Treasurer (Chief
        John M. Thompson            Financial Officer)

    /s/  LOUIS F. MOORE, JR.*      Vice President --
- ---------------------------------   Controller (Chief
       Louis F. Moore, Jr.          Accounting Officer)
                                                               October 24, 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  amended
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 24th
day of October, 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  amended
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)
                                                               October 24, 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   amended
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  24th
day of October, 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 amended
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)
                                                               October 24, 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  amended
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 24th
day of October, 1994.
    

                                          FOOD BRANDS, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant to the  requirements of the  Securities Act of  1933, this  amended
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)
                                                               October 24, 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-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   amended
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  24th
day of October, 1994.
    

                                          FOOD-4-LESS, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant  to the  requirements of the  Securities Act of  1933, this amended
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)
                                                               October 24, 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-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  amended
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 24th
day of October, 1994.
    

                                          FOOD HOLDINGS, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant to the  requirements of the  Securities Act of  1933, this  amended
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)
                                                               October 24, 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-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   amended
registration  statement to be signed on its behalf by the undersigned, thereunto
duly authori zed, in the City of  Oklahoma City, State of Oklahoma, on the  24th
day of October, 1994.
    

                                          FOOD SAVER OF IOWA, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant  to the  requirements of the  Securities Act of  1933, this amended
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)
                                                               October 24, 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-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  amended
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 24th
day of October, 1994.
    

                                          GATEWAY DEVELOPMENT CO., INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant to the  requirements of the  Securities Act of  1933, this  amended
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)
                                                               October 24, 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-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   amended
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  24th
day of October, 1994.
    

                                          GATEWAY FOOD DISTRIBUTORS, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant  to the  requirements of the  Securities Act of  1933, this amended
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)
                                                               October 24, 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-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  amended
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 24th
day of October, 1994.
    

                                          GATEWAY FOODS, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant to the  requirements of the  Securities Act of  1933, this  amended
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)
                                                               October 24, 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-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   amended
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  24th
day of October, 1994.
    

                                          GATEWAY FOODS OF ALTOONA, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant  to the  requirements of the  Securities Act of  1933, this amended
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)
                                                               October 24, 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-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  amended
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 24th
day of October, 1994.
    

                                          GATEWAY FOODS OF PENNSYLVANIA, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant to the  requirements of the  Securities Act of  1933, this  amended
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)
                                                               October 24, 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-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   amended
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  24th
day of October, 1994.
    

                                          GATEWAY FOODS OF TWIN PORTS, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant  to the  requirements of the  Securities Act of  1933, this amended
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)
                                                               October 24, 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-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  amended
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 24th
day of October, 1994.
    

                                          GATEWAY FOODS SERVICE CORPORATION
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant to the  requirements of the  Securities Act of  1933, this  amended
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)
                                                               October 24, 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-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   amended
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  24th
day of October, 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 amended
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)
                                                               October 24, 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  amended
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 24th
day of October, 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  amended
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)
                                                               October 24, 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   amended
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  24th
day of October, 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 amended
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)
                                                               October 24, 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  amended
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 24th
day of October, 1994.
    

                                          KENSINGTON AND HARLEM, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant to the  requirements of the  Securities Act of  1933, this  amended
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)
                                                               October 24, 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-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   amended
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  24th
day of October, 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 amended
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)
                                                               October 24, 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  amended
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 24th
day of October, 1994.
    

                                          LADYSMITH EAST IGA, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant to the  requirements of the  Securities Act of  1933, this  amended
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)
                                                               October 24, 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-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   amended
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  24th
day of October, 1994.
    

                                          LADYSMITH IGA, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant  to the  requirements of the  Securities Act of  1933, this amended
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)
                                                               October 24, 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-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  amended
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 24th
day of October, 1994.
    

                                          LAKE MARKETS, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant to the  requirements of the  Securities Act of  1933, this  amended
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)
                                                               October 24, 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-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  amended
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 24th
day of October, 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  amended
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
       Harry L. Winn, 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                   October 24, 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   amended
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  24th
day of October, 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 amended
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
       Harry L. Winn, 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                   October 24, 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  amended
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 24th
day of October, 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  amended
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.
    

   
            SIGNATURE                        TITLE                   DATE
- ---------------------------------  -------------------------  ------------------

      /s/  ROBERT W. SMITH*
- ---------------------------------  President (Chief
         Robert W. Smith            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      October 24, 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   amended
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  24th
day of October, 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 amended
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)

                                                               October 24, 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  amended
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 24th
day of October, 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  amended
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)
                                                               October 24, 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   amended
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  24th
day of October, 1994.
    

                                          MANITOWOC IGA, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant  to the  requirements of the  Securities Act of  1933, this amended
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)
                                                               October 24, 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-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  amended
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 24th
day of October, 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  amended
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)
                                                               October 24, 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   amended
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  24th
day of October, 1994.
    

                                          MT. MORRIS SUPER DUPER, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant  to the  requirements of the  Securities Act of  1933, this amended
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)
                                                               October 24, 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-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  amended
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 24th
day of October, 1994.
    

                                          NIAGARA FALLS SUPER DUPER, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant to the  requirements of the  Securities Act of  1933, this  amended
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)
                                                               October 24, 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-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   amended
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  24th
day of October, 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 amended
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)
                                                               October 24, 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  amended
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 24th
day of October, 1994.
    

                                          NORTHGATE PLAZA, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant to the  requirements of the  Securities Act of  1933, this  amended
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)
                                                               October 24, 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-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   amended
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  24th
day of October, 1994.
    

                                          109 WEST MAIN STREET, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant  to the  requirements of the  Securities Act of  1933, this amended
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)
                                                               October 24, 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-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  amended
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 24th
day of October, 1994.
    

                                          121 EAST MAIN STREET, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant to the  requirements of the  Securities Act of  1933, this  amended
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)
                                                               October 24, 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-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   amended
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  24th
day of October, 1994.
    

                                          PESHTIGO IGA, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant  to the  requirements of the  Securities Act of  1933, this amended
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)
                                                               October 24, 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-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  amended
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 24th
day of October, 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  amended
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                   October 24, 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  amended
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 24th
day of October, 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  amended
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)
                                                               October 24, 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   amended
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  24th
day of October, 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 amended
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)
                                                               October 24, 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  amended
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 24th
day of October, 1994.
    

                                          ROUTE 16, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant to the  requirements of the  Securities Act of  1933, this  amended
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)
                                                               October 24, 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-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   amended
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  24th
day of October, 1994.
    

                                          ROUTE 219, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant  to the  requirements of the  Securities Act of  1933, this amended
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)
                                                               October 24, 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-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  amended
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 24th
day of October, 1994.
    

                                          ROUTE 417, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant to the  requirements of the  Securities Act of  1933, this  amended
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)
                                                               October 24, 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-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   amended
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  24th
day of October, 1994.
    

                                          RICHLAND CENTER IGA, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant  to the  requirements of the  Securities Act of  1933, this amended
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)
                                                               October 24, 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-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  amended
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 24th
day of October, 1994.
    

                                          SCRIVNER, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant to the  requirements of the  Securities Act of  1933, this  amended
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                   October 24, 1994

    /s/  HARRY L. WINN, JR.*
- ---------------------------------  Director
       Harry L. Winn, Jr.

      /s/  DAVID R. ALMOND*
- ---------------------------------  Director
         David R. Almond

  *By       /s/  JOHN M. THOMPSON
- ---------------------------------
        John M. Thompson
        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   amended
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  24th
day of October, 1994.
    

                                          SCRIVNER-FOOD HOLDINGS, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant  to the  requirements of the  Securities Act of  1933, this amended
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)
                                                               October 24, 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-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  amended
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 24th
day of October, 1994.
    

                                          SCRIVNER 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  amended
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)
                                                               October 24, 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-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   amended
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  24th
day of October, 1994.
    

                                          SCRIVNER OF ILLINOIS, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant  to the  requirements of the  Securities Act of  1933, this amended
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)
                                                               October 24, 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-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  amended
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 24th
day of October, 1994.
    

                                          SCRIVNER OF IOWA, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant to the  requirements of the  Securities Act of  1933, this  amended
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)
                                                               October 24, 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-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   amended
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  24th
day of October, 1994.
    

                                          SCRIVNER OF KANSAS, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant  to the  requirements of the  Securities Act of  1933, this amended
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)
                                                               October 24, 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-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  amended
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 24th
day of October, 1994.
    

                                          SCRIVNER OF NEW YORK, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant to the  requirements of the  Securities Act of  1933, this  amended
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)
                                                               October 24, 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-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   amended
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  24th
day of October, 1994.
    

                                          SCRIVNER OF NORTH CAROLINA, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant  to the  requirements of the  Securities Act of  1933, this amended
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)
                                                               October 24, 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-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  amended
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 24th
day of October, 1994.
    

                                          SCRIVNER OF PENNSYLVANIA, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant to the  requirements of the  Securities Act of  1933, this  amended
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)
                                                               October 24, 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-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   amended
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  24th
day of October, 1994.
    

                                          SCRIVNER 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 amended
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)
                                                               October 24, 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-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  amended
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 24th
day of October, 1994.
    

                                          SCRIVNER 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  amended
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)
                                                               October 24, 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-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   amended
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  24th
day of October, 1994.
    

                                          SCRIVNER SUPER STORES OF ILLINOIS,
                                          INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant  to the  requirements of the  Securities Act of  1933, this amended
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)
                                                               October 24, 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-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  amended
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 24th
day of October, 1994.
    

                                          SCRIVNER SUPER STORES OF IOWA, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant to the  requirements of the  Securities Act of  1933, this  amended
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)
                                                               October 24, 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-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   amended
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  24th
day of October, 1994.
    

                                          SCRIVNER TRANSPORTATION, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant  to the  requirements of the  Securities Act of  1933, this amended
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)
                                                               October 24, 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-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  amended
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 24th
day of October, 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  amended
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)
                                                               October 24, 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   amended
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  24th
day of October, 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 amended
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)
                                                               October 24, 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  amended
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 24th
day of October, 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  amended
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)
                                                               October 24, 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   amended
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  24th
day of October, 1994.
    

                                          SMARTRANS, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant  to the  requirements of the  Securities Act of  1933, this amended
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)
                                                               October 24, 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-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  amended
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 24th
day of October, 1994.
    

                                          SOUTH OGDEN SUPER DUPER, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant to the  requirements of the  Securities Act of  1933, this  amended
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)
                                                               October 24, 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-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   amended
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  24th
day of October, 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 amended
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)
                                                               October 24, 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  amended
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 24th
day of October, 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  amended
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)
                                                               October 24, 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   amended
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  24th
day of October, 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 amended
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                   October 24, 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  amended
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 24th
day of October, 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  amended
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.
    

   
            SIGNATURE                        TITLE                   DATE
- ---------------------------------  -------------------------  ------------------

     /s/  DONALD L. DESPOT*        President (Chief
- ---------------------------------   Executive Officer) and
        Donald L. Despot            Director

          /s/JOHN M. THOMPSON*     Vice President and
- ---------------------------------   Treasurer (Chief
        John M. Thompson            Financial Officer)
                                                               October 24, 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   amended
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  24th
day of October, 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 amended
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)
                                                               October 24, 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  amended
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 24th
day of October, 1994.
    

                                          SUNDRIES SERVICE, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant to the  requirements of the  Securities Act of  1933, this  amended
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)
                                                               October 24, 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-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   amended
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  24th
day of October, 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 amended
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)
                                                               October 24, 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  amended
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 24th
day of October, 1994.
    

                                          35 CHURCH STREET, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant to the  requirements of the  Securities Act of  1933, this  amended
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)
                                                               October 24, 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-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   amended
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  24th
day of October, 1994.
    

                                          THOMPSON FOOD BASKET, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant  to the  requirements of the  Securities Act of  1933, this amended
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)
                                                               October 24, 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-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  amended
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 24th
day of October, 1994.
    

                                          29 SUPER MARKET, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant to the  requirements of the  Securities Act of  1933, this  amended
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)
                                                               October 24, 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-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   amended
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  24th
day of October, 1994.
    

                                          27 SLAYTON AVENUE, INC.
                                          (Registrant)

                                          By:        /s/  JOHN M. THOMPSON

                                          --------------------------------------
   
                                                     John M. Thompson
                                                      VICE PRESIDENT
    

   
    Pursuant  to the  requirements of the  Securities Act of  1933, this amended
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)
                                                               October 24, 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-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  amended
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 24th
day of October, 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  amended
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.
    

   
            SIGNATURE                        TITLE                   DATE
- ---------------------------------  -------------------------  ------------------

  /s/  WILLIAM M. LAWSON, JR.*
- ---------------------------------  President (Chief
     William M. Lawson, 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                   October 24, 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

- ------------------------
* Filed with this amendment.
+ To be filed by amendment.

    

EX-1

                                                                       EXHIBIT 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                            FLEMING COMPANIES, INC.
                           (an Oklahoma corporation)

                              % Senior Notes due 2001
                      Floating Rate Senior Notes due 2001

                               PURCHASE AGREEMENT
                           --------------------------

DATED:                            , 1994
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                            FLEMING COMPANIES, INC.
                           (AN OKLAHOMA CORPORATION)

                              % SENIOR NOTES DUE 2001
                      FLOATING RATE SENIOR NOTES DUE 2001

                               PURCHASE AGREEMENT
                            ------------------------

                                                                          , 1994

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
J.P. MORGAN SECURITIES INC.
c/oMERRILL LYNCH & CO.
   MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
   Merrill Lynch World Headquarters
   North Tower
   World Financial Center
   New York, New York 10281-1201

Ladies and Gentlemen:

    Fleming  Companies, Inc., an Oklahoma  corporation (the "Company"), proposes
to issue and sell  to you (the "Underwriters")  its     % Senior Notes due  2001
(the  "Fixed  Rate Notes")  and its  Floating  Rate Senior  Notes due  2001 (the
"Floating Rate  Notes").  The Fixed  Rate  Notes  and the  Floating  Rate  Notes
(collectively, the "Notes") are to be sold to each Underwriter, acting severally
and  not  jointly, in  the  respective principal  amounts  as are  set  forth in
Schedule A. The  Fixed Rate Notes  and the  Floating Rate Notes  will be  issued
pursuant  to indentures  to be  dated as  of                              , 1994
(collectively, the "Senior Note Indentures"), among the Company, as issuer,  the
subsidiary guarantors listed on Exhibit B hereto, as guarantors (the "Subsidiary
Guarantors"),  and Texas  Commerce Bank,  National Association,  as trustee (the
"Trustee"). The Notes will be guaranteed, jointly and severally, on an unsecured
senior basis  (the "Note  Guarantees") as  to principal,  premium, if  any,  and
interest  by the Subsidiary Guarantors. The Notes and the Senior Note Indentures
are more fully described in the Prospectus referred to below.

    The principal amount and certain terms of the Notes, and the purchase  price
of the Notes to be paid by the Underwriters, shall be agreed upon by the Company
and  the  Underwriters, and  such agreement  shall  be set  forth in  a separate
written instrument substantially  in the form  of Exhibit A  hereto (the  "Price
Determination  Agreement"). The Price Determination  Agreement may take the form
of an exchange  of any standard  form of written  telecommunication between  the
Company and the Underwriters and shall specify such applicable information as is
indicated  in Exhibit A  hereto. The offering  of the Notes  will be governed by
this Agreement, as supplemented by  the Price Determination Agreement. From  and
after  the  date  of  the  execution and  delivery  of  the  Price Determination
Agreement, this Agreement  shall be  deemed to incorporate,  and all  references
herein  to "this Agreement" shall be  deemed to include, the Price Determination
Agreement.

    The Company  has  prepared  and  filed  with  the  Securities  and  Exchange
Commission (the "Commission") a registration statement on Form S-3 (Registration
No.  33-55369) covering  the registration of  the Notes and  the Note Guarantees
under the Securities  Act of 1933,  as amended (the  "1933 Act"), including  the
related preliminary prospectus, or prospectuses, and either (A) has prepared and
proposes to file, prior to the effective date of such registration statement, an
amendment to such registration statement, including a final prospectus or (B) if
the  Company has elected to  rely upon Rule 430A ("Rule  430A") of the rules and
regulations of the Commission under the  1933 Act (the "1933 Act  Regulations"),
will  prepare and file a  prospectus, in accordance with  the provisions of Rule
430A and Rule 424(b) ("Rule 424(b)") of the 1933 Act Regulations, promptly after
execution and delivery of the Price Determination Agreement. The information, if
any, included in such prospectus that  was omitted from the prospectus  included
in  such registration  statement at  the time it  becomes effective  but that is
deemed, pursuant to paragraph (b) of Rule 430A, to be part of such  registration
statement  at the time it  becomes effective is referred  to herein as the "Rule
430A Information".  Each  prospectus  used before  the  time  such  registration
statement  becomes  effective,  and  any prospectus  that  omits  the  Rule 430A
Information that is used after such effectiveness and prior to the execution and
delivery of the Price Determination  Agreement, is herein called a  "preliminary
prospectus".

Such  registration statement, including  the exhibits thereto  and the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933
Act, as amended at the time  it becomes effective and including, if  applicable,
the  Rule 430A Information,  is herein called  the "Registration Statement", and
the prospectus,  including  the  documents  incorporated  by  reference  therein
pursuant to Item 12 of Form S-3 under the 1933 Act, included in the Registration
Statement  at the time  it becomes effective is  herein called the "Prospectus",
except that, if the final prospectus  first furnished to the Underwriters  after
the  execution of the  Price Determination Agreement for  use in connection with
the  offering  of  the  Notes  differs  from  the  prospectus  included  in  the
Registration  Statement at  the time it  becomes effective (whether  or not such
prospectus  is  required  to  be  filed  pursuant  to  Rule  424(b)),  the  term
"Prospectus"  shall  refer  to  the  final  prospectus  first  furnished  to the
Underwriters for such use.

    The Company  understands that  the  Underwriters propose  to make  a  public
offering  of the  Notes as  soon as  the Underwriters  deem advisable  after the
Registration Statement becomes effective, the Price Determination Agreement  has
been  executed and delivered and the  Senior Note Indentures have been qualified
under the Trust Indenture Act of 1939, as amended (the "1939 Act").

    Section 1.  REPRESENTATIONS AND WARRANTIES.

    (a) The  Company represents  and warrants  to and  agrees with  each of  the
Underwriters that:

        (i)  The Company and the Subsidiary Guarantors meet the requirements for
    use of Form S-3 under  the 1933 Act and  when the Registration Statement  on
    such  form shall become effective and at  all times subsequent thereto up to
    the Closing Time referred to below,  (A) the Registration Statement and  any
    amendments and supplements thereto will comply in all material respects with
    the  requirements  of the  1933 Act  and  the 1933  Act Regulations  and the
    requirements of the 1939 Act and the rules and regulations of the Commission
    under  the  1939  Act  (the   "1939  Act  Regulations");  (B)  neither   the
    Registration  Statement nor any amendment or supplement thereto will contain
    an untrue statement  of a material  fact or  omit to state  a material  fact
    required  to be stated  therein or necessary to  make the statements therein
    not misleading;  and  (C)  neither  the  Prospectus  nor  any  amendment  or
    supplement  thereto will include  an untrue statement of  a material fact or
    omit to state  a material  fact necessary in  order to  make the  statements
    therein,  in the light of the circumstances  under which they were made, not
    misleading; except that this representation  and warranty does not apply  to
    statements  or  omissions  made  in reliance  upon  and  in  conformity with
    information furnished  in writing  to the  Company by  or on  behalf of  the
    Underwriters  expressly  for  use  in  the  Registration  Statement  or  the
    Prospectus.

        (ii) The documents incorporated by reference in the Prospectus  pursuant
    to  Item 12 of Form S-3 under the 1933 Act, at the time they were filed with
    the Commission, complied in all  material respects with the requirements  of
    the  Securities Exchange Act of  1934, as amended (the  "1934 Act"), and the
    rules  and  regulations  of  the   Commission  thereunder  (the  "1934   Act
    Regulations"), and, when read together and with the other information in the
    Prospectus,  at the time the Registration Statement becomes effective and at
    all times subsequent  thereto up to  the Closing Time,  will not contain  an
    untrue  statement  of a  material  fact or  omit  to state  a  material fact
    required to be stated therein or  necessary in order to make the  statements
    therein not misleading.

       (iii)  Deloitte & Touche  LLP and Arthur Andersen  LLP, who are reporting
    upon the  financial statements  and schedules  included or  incorporated  by
    reference  in the Registration Statement, are independent public accountants
    as required by the 1933 Act and the 1933 Act Regulations.

        (iv) This Agreement has been duly authorized, executed and delivered  by
    the Company and the Subsidiary Guarantors.

        (v)  The consolidated  financial statements included  or incorporated by
    reference  in  the  Registration  Statement  present  fairly  the  financial
    position and the results of operations and cash flows of (1) the Company and
    its  subsidiaries on a consolidated basis and (2) Haniel Corporation and its
    subsidiaries, in  each case,  as of  the dates  indicated, for  the  periods
    specified.  Such financial statements have  been prepared in conformity with
    generally accepted  accounting  principles  applied on  a  consistent  basis
    throughout  the periods involved. The financial statement schedules, if any,
    included in the Registration

                                       2

    Statement present fairly the information required to be stated therein.  The
    selected  financial  data  included  or  incorporated  by  reference  in the
    Prospectus present  fairly  the  information shown  therein  and  have  been
    compiled  on  a  basis  consistent with  that  of  the  audited consolidated
    financial  statements  included   or  incorporated  by   reference  in   the
    Registration  Statement. The  pro forma  financial statements  and other pro
    forma financial information  included in the  Prospectus present fairly  the
    information  shown  therein,  have  been  prepared  in  accordance  with the
    Commission's rules  and  guidelines  with respect  to  pro  forma  financial
    statements,  have been  properly compiled on  the pro  forma bases described
    therein, and, in  the opinion of  the Company, the  assumptions used in  the
    preparation  thereof  are reasonable  and the  adjustments used  therein are
    appropriate to give effect to the transactions or circumstances referred  to
    therein.

        (vi)  The Company is a corporation  duly organized, validly existing and
    in good standing  under the  laws of the  State of  Oklahoma with  corporate
    power and authority under such laws to own, lease and operate its properties
    and  conduct its business as described in the Prospectus; and the Company is
    duly qualified to transact business as a foreign corporation and is in  good
    standing in each other jurisdiction in which it owns or leases property of a
    nature,  or transacts business of a type, that would make such qualification
    necessary, except to the extent that the failure to so qualify or be in good
    standing would not  have a material  adverse effect on  the Company and  its
    subsidiaries, considered as one enterprise.

       (vii)  Each subsidiary  of the Company  that (a) is  neither inactive nor
    inconsequential or (b) is a Subsidiary Guarantor is listed on Exhibit  (each
    a  "Subsidiary";  collectively, the  "Subsidiaries").  Each Subsidiary  is a
    corporation duly organized, validly existing and in good standing under  the
    laws  of  the jurisdiction  of its  incorporation  with corporate  power and
    authority under  such laws  to own,  lease and  operate its  properties  and
    conduct  its business;  and each  Subsidiary is  duly qualified  to transact
    business as a  foreign corporation  and is in  good standing  in each  other
    jurisdiction  in which it owns or leases  property of a nature, or transacts
    business of a type, that would make such qualification necessary, except  to
    the  extent that the failure to so qualify  or be in good standing would not
    have a  material  adverse  effect  on  the  Company  and  its  subsidiaries,
    considered as one enterprise. All of the outstanding shares of capital stock
    of  each Subsidiary  have been  duly authorized  and validly  issued and are
    fully paid and  non-assessable and,  except for  any pledges  of such  stock
    pursuant  to  (A) the  Credit Agreement,  dated July  19, 1994,  with Morgan
    Guaranty Trust  Company, as  Managing Agent  and twelve  other domestic  and
    foreign  banks listed therein (as  the same may have  been amended to date),
    (B) the Indenture,  dated March  15, 1986,  between the  Company and  Morgan
    Guaranty  Trust  Company  of New  York,  as Trustee,  covering  $100 million
    aggregate principal amount of the Company's  9 1/2% Debentures due 2016  and
    (C)  the Indenture, dated  December 1, 1989, between  the Company and Morgan
    Guaranty Trust  Company  of New  York,  as Trustee,  covering  $275  million
    aggregate  principal amount of the  Company's Medium-Term Notes, such shares
    of capital stock are owned by the  Company, directly or through one or  more
    Subsidiaries, free and clear of any pledge, lien, security interest, charge,
    claim, equity or encumbrance of any kind.

      (viii) The Company had at the date indicated a duly authorized, issued and
    outstanding  capitalization as set forth in the Prospectus under the caption
    "Capitalization".

        (ix) The  Senior  Note  Indentures  have been  duly  authorized  by  the
    Company,  will be substantially in the form heretofore delivered to you and,
    when duly executed and delivered  by the Company, the Subsidiary  Guarantors
    and  the  Trustee, will  constitute a  valid and  binding obligation  of the
    Company, enforceable  against  the Company  in  accordance with  its  terms,
    except  as  enforcement thereof  may  be limited  by  bankruptcy, insolvency
    (including, without limitation, all laws relating to fraudulent  transfers),
    reorganization,   moratorium  or  similar   laws  affecting  enforcement  of
    creditors' rights generally and except as enforcement thereof is subject  to
    general   principles  of  equity  (regardless   of  whether  enforcement  is
    considered in  a  proceeding in  equity  or at  law);  and the  Senior  Note
    Indentures conform to the description thereof in the Prospectus.

        (x)  The Notes have been duly  authorized by the Company. When executed,
    authenticated, issued and delivered in the manner provided for in the Senior
    Note Indentures and sold and paid for as

                                       3

    provided in  this Agreement,  the Notes  will constitute  valid and  binding
    obligations of the Company entitled to the benefits of the respective Senior
    Note Indentures and enforceable against the Company in accordance with their
    terms,   except  as  enforcement  thereof  may  be  limited  by  bankruptcy,
    insolvency (including, without limitation,  all laws relating to  fraudulent
    transfers), reorganization, moratorium or similar laws affecting enforcement
    of  creditors' rights generally and except as enforcement thereof is subject
    to general  principles  of  equity (regardless  of  whether  enforcement  is
    considered  in a proceeding in  equity or at law);  and the Notes conform to
    the description thereof in the Prospectus.

        (xi) The  Note Guarantees  have  been duly  authorized  by each  of  the
    respective  Subsidiary  Guarantors  and,  when  the  Notes  are  issued  and
    delivered in the manner provided in the  Indenture and sold and paid for  as
    provided  in this Agreement,  the Note Guarantees  will constitute valid and
    legally  binding  obligations  of   the  respective  Subsidiary   Guarantors
    enforceable  against the Subsidiary Guarantors  in accordance with the terms
    set forth in the Senior Note  Indentures, except as enforcement thereof  may
    be  limited by  bankruptcy, insolvency  (including, without  limitation, all
    laws  relating  to  fraudulent  transfers),  reorganization,  moratorium  or
    similar  laws  relating to  or  affecting enforcement  of  creditors' rights
    generally and except as enforcement thereof is subject to general principles
    of equity (regardless of whether  enforcement is considered in a  proceeding
    in  equity or at law); and the  Note Guarantees will conform in all material
    respects to the descriptions thereof in the Prospectus.

       (xii) All of the outstanding shares of capital stock of the Company  have
    been   duly  authorized   and  validly  issued   and  are   fully  paid  and
    non-assessable; no  holder  thereof  is  or  will  be  subject  to  personal
    liability  by reason  of being  such a holder;  and none  of the outstanding
    shares of  capital stock  of the  Company  was issued  in violation  of  the
    preemptive rights of any stockholder of the Company.

      (xiii)  Since the respective dates as of which information is given in the
    Registration Statement  and  the  Prospectus,  except  as  otherwise  stated
    therein or contemplated thereby, there has not been (A) any material adverse
    change in the condition (financial or otherwise), earnings, business affairs
    or business prospects of the Company and its subsidiaries, considered as one
    enterprise,  whether or not arising in  the ordinary course of business, (B)
    any transaction entered into by the Company or any subsidiary, other than in
    the ordinary course  of business, that  is material to  the Company and  its
    subsidiaries,   considered  as  one  enterprise,  or  (C)  any  dividend  or
    distribution of  any kind  declared, paid  or  made by  the Company  on  its
    capital  stock, other than  regular quarterly dividends  declared or paid on
    its Common Stock, par value $2.50 per share.

       (xiv) Neither  the  Company nor  any  Subsidiary  is in  default  in  the
    performance   or  observance  of  any  obligation,  agreement,  covenant  or
    condition contained in  any contract, indenture,  mortgage, loan  agreement,
    note,  lease or other agreement  or instrument to which it  is a party or by
    which it may  be bound or  to which any  of its properties  may be  subject,
    except  for such defaults that  would not have a  material adverse effect on
    the condition  (financial  or  otherwise),  earnings,  business  affairs  or
    business  prospects of the  Company and its  subsidiaries, considered as one
    enterprise. The execution and delivery of this Agreement and the Senior Note
    Indentures by  the Company,  the issuance  and delivery  of the  Notes,  the
    issuance  of the  Note Guarantees, the  consummation by the  Company and the
    Subsidiary Guarantors of the transactions contemplated in this Agreement and
    in the Registration Statement, compliance by  the Company with the terms  of
    this  Agreement  and  the  Senior  Note  Indentures  and  compliance  by the
    Subsidiary Guarantors with the terms of the Note Guarantees, have been  duly
    authorized  by all necessary corporate action on  the part of the Company or
    the applicable Subsidiary  Guarantors, as the  case may be,  and do not  and
    will not result in any violation of the charter or by-laws of the Company or
    any Subsidiary, and do not and will not conflict with, or result in a breach
    of  any of  the terms or  provisions of,  or constitute a  default under, or
    result in the creation or imposition of any lien, charge or encumbrance upon
    any property  or assets  of the  Company  or any  Subsidiary under  (A)  any
    contract,   indenture,  mortgage,  loan  agreement,  note,  lease  or  other
    agreement or instrument to which the Company or any Subsidiary is a party or
    by which it may be  bound or to which any  of its properties may be  subject
    (except  for  such  conflicts, breaches  or  defaults or  liens,  charges or
    encumbrances that would not have a material adverse effect on the  condition
    (financial  or otherwise), earnings, business  affairs or business prospects
    of   the    Company    and    its   subsidiaries,    considered    as    one

                                       4

    enterprise)  or (B) any existing applicable law, rule, regulation, judgment,
    order or decree  of any government,  governmental instrumentality or  court,
    domestic  or foreign, having jurisdiction over the Company or any Subsidiary
    or any of their respective properties.

       (xv) No authorization,  approval, consent or  license of any  government,
    governmental instrumentality or court, domestic or foreign (other than under
    the  1933 Act,  the 1939  Act and  the securities  or blue  sky laws  of the
    various states), is required for the valid authorization, issuance, sale and
    delivery of the Notes,  the valid issuance by  the Subsidiary Guarantors  of
    the Note Guarantees, or the execution, delivery or performance of the Senior
    Note Indentures by the Company and the Subsidiary Guarantors.

       (xvi)  Except as disclosed in the Prospectus, there is no action, suit or
    proceeding before  or by  any  government, governmental  instrumentality  or
    court, domestic or foreign, now pending or, to the knowledge of the Company,
    threatened  against  or  affecting the  Company  or any  Subsidiary  that is
    required to  be disclosed  in the  Prospectus or  that could  result in  any
    material adverse change in the condition (financial or otherwise), earnings,
    business  affairs or business prospects of the Company and its subsidiaries,
    considered as one enterprise, or that could materially and adversely  affect
    the  properties or assets of the Company and its subsidiaries, considered as
    one enterprise,  or  that  is  reasonably likely  to  adversely  affect  the
    consummation  of this Agreement or the transactions contemplated herein; the
    aggregate of  all pending  legal or  governmental proceedings  that are  not
    described  in the  Prospectus to  which the Company  or any  Subsidiary is a
    party or which affect any of their respective properties, including ordinary
    routine litigation  incidental  to  the  business  of  the  Company  or  any
    Subsidiary,  would  not  have a  material  adverse effect  on  the condition
    (financial or otherwise), earnings,  business affairs or business  prospects
    of the Company and its subsidiaries, considered as one enterprise.

      (xvii)  There are no contracts or documents  of a character required to be
    described in the Registration Statement or the Prospectus or to be filed  as
    exhibits  to the Registration  Statement that are not  described or filed as
    required.

      (xviii) The  Company and  the Subsidiaries  each has  good and  marketable
    title  to all properties and assets described  in the Prospectus as owned by
    it, free  and clear  of all  liens, charges,  encumbrances or  restrictions,
    except  such  as (A)  are described  in  the Prospectus  or (B)  are neither
    material in amount nor materially significant in relation to the business of
    the Company and its subsidiaries, considered  as one enterprise; all of  the
    leases  and  subleases  material to  the  business  of the  Company  and its
    subsidiaries, considered as one enterprise,  and under which the Company  or
    any  Subsidiary holds  properties described in  the Prospectus,  are in full
    force and effect, and neither the Company nor any Subsidiary has any  notice
    of  any material claim of any sort  that has been asserted by anyone adverse
    to the rights of the  Company or any Subsidiary under  any of the leases  or
    subleases  mentioned above, or  affecting or questioning  the rights of such
    corporation to the continued possession of the leased or subleased  premises
    under any such lease or sublease.

       (xix)  The  Company  and the  Subsidiaries  each owns,  possesses  or has
    obtained all governmental licenses, permits, certificates, consents, orders,
    approvals and other authorizations  necessary to own or  lease, as the  case
    may  be,  and to  operate its  properties and  to carry  on its  business as
    presently conducted except where  the lack of  possession of such  licenses,
    permits,  certificates, consents, orders,  approvals or authorizations would
    not  have  a  material  adverse  affect  on  the  condition  (financial   or
    otherwise),  earnings, business affairs or business prospects of the Company
    and its subsidiaries, considered as one enterprise, and neither the  Company
    nor  any  Subsidiary  has received  any  notice of  proceedings  relating to
    revocation or  modification of  any  such licenses,  permits,  certificates,
    consents, orders, approvals or authorizations.

       (xx)  The Company  and the  Subsidiaries each  owns or  possesses, or can
    acquire on reasonable terms, adequate patents, patent licenses,  trademarks,
    service  marks  and  trade  names  necessary to  carry  on  its  business as
    presently conducted, and neither the Company nor any Subsidiary has received
    any notice of  infringement of or  conflict with asserted  rights of  others
    with  respect to any patents, patent  licenses, trademarks, service marks or
    trade names  that  in  the  aggregate, if  the  subject  of  an  unfavorable

                                       5

    decision, ruling or finding, could materially adversely affect the condition
    (financial  or otherwise), earnings, business  affairs or business prospects
    of the Company and its subsidiaries, considered as one enterprise.

       (xxi) To the best knowledge of the Company, no labor problem exists  with
    its  employees or  with employees  of the  Subsidiaries or  is imminent that
    could adversely affect the Company  and its subsidiaries, considered as  one
    enterprise,  and the Company is not aware  of any existing or imminent labor
    disturbance by the employees  of any of its  or the Subsidiaries'  principal
    suppliers,  contractors or  customers that  could be  expected to materially
    adversely affect the condition (financial or otherwise), earnings,  business
    affairs   or  business  prospects  of  the  Company  and  its  subsidiaries,
    considered as one enterprise.

      (xxii)  The  Company  has  not  taken  and  will  not  take,  directly  or
    indirectly, any action designed to, or that might be reasonably expected to,
    cause  or  result  in stabilization  or  manipulation  of the  price  of the
    Securities.

      (xxiii) Except as disclosed  in the Registration  Statement and except  as
    would not individually or in the aggregate have a material adverse effect on
    the  condition  (financial  or  otherwise),  earnings,  business  affairs or
    business prospects of the  Company and its  subsidiaries, considered as  one
    enterprise, (A) the Company and the Subsidiaries are each in compliance with
    all applicable Environmental Laws, (B) the Company and the Subsidiaries have
    all  permits,  authorizations and  approvals  required under  any applicable
    Environmental Laws and are each  in compliance with their requirements,  (C)
    there  are no pending or threatened Environmental Claims against the Company
    or any of the Subsidiaries, and (D) there are no circumstances with  respect
    to  any property or operations of the Company or the Subsidiaries that could
    reasonably be  anticipated  to form  the  basis of  an  Environmental  Claim
    against the Company or the Subsidiaries.

        For  purposes  of this  Agreement, the  following  terms shall  have the
    following meanings: "Environmental  Law" means any  United States (or  other
    applicable  jurisdiction's) federal, state, local or municipal statute, law,
    rule, regulation, ordinance,  code, policy  or rule  of common  law and  any
    judicial  or administrative interpretation thereof including any judicial or
    administrative  order,  consent   decree  or  judgment,   relating  to   the
    environment, health, safety or any chemical, material or substance, exposure
    to  which is prohibited, limited or regulated by any governmental authority.
    "Environmental Claims"  means  any  and all  administrative,  regulatory  or
    judicial  actions, suits, demands, demand letters, claims, liens, notices of
    noncompliance or violation,  investigations or proceedings  relating in  any
    way to any Environmental Law.

    (b)  Any certificate signed by any officer  of the Company or any Subsidiary
and delivered  to you  or to  counsel for  the Underwriters  shall be  deemed  a
representation  and warranty by the Company or  such Subsidiary, as the case may
be, to each Underwriter as to the matters covered thereby.

    Section 2.  SALE AND DELIVERY TO THE UNDERWRITERS; CLOSING.

    (a) On the basis of the representations and warranties herein contained, and
subject to the terms and conditions herein set forth, the Company agrees to sell
to each Underwriter, and each Underwriter agrees, severally and not jointly,  to
purchase  from  the Company,  at the  purchase price  to be  agreed upon  by the
Underwriters and the Company  in accordance with Section  2(b) or 2(c), and  set
forth  in the Price  Determination Agreement, the principal  amount of Notes set
forth opposite the name of such Underwriter in Schedule A. If the Company elects
to rely on  Rule 430A, Schedule  A may  be attached to  the Price  Determination
Agreement.

    (b)  If the  Company has  elected not  to rely  upon Rule  430A, the initial
public offering price of the Notes, the  purchase price of the Notes to be  paid
by  the Underwriters  and certain  other principal terms  of the  Notes shall be
agreed upon and set forth in  the Price Determination Agreement, dated the  date
hereof,   and  an  amendment  to  the  Registration  Statement  containing  such
information will be filed before the Registration Statement becomes effective.

                                       6

    (c) If the Company has  elected to rely upon  Rule 430A, the initial  public
offering  price of the Notes, the purchase price  of the Notes to be paid by the
Underwriters and certain other principal terms of the Notes shall be agreed upon
and set forth in the Price Determination Agreement. In the event that the  Price
Determination  Agreement has not been  executed by the close  of business on the
fourth business  day following  the  date on  which the  Registration  Statement
becomes  effective, this Agreement shall  terminate forthwith, without liability
of any party to any other party except that Sections 6, 7 and 8 shall remain  in
effect.

    (d)  Payment of  the purchase  price for,  and delivery  of, the  Notes (the
"Closing") shall be made  at the offices of  Shearman & Sterling, 599  Lexington
Avenue, New York, New York 10022, or at such other place as shall be agreed upon
by  the Company and you, at 10:00 A.M. either (i) on the fifth full business day
after the effective date  of the Registration Statement  or (ii) if the  Company
has  elected to rely upon Rule 430A, the fifth full business day after execution
of the Price Determination Agreement (unless, in either case, postponed pursuant
to Section 10),  or at  such other  time not more  than ten  full business  days
thereafter  as you and  the Company shall  determine (such date  and time of the
Closing being herein called  the "Closing Time"). Payment  shall be made to  the
Company by certified or official bank check or checks in New York Clearing House
or  similar next day funds payable to the order of the Company, against delivery
of the Notes to you for the respective accounts of the several Underwriters.

    (e) The Notes shall be in such denominations ($1,000 or an integral multiple
thereof) and registered in such names as you may request in writing at least two
full business days before the Closing Time. The Notes, which may be in temporary
form, will be made available in New  York City for examination and packaging  by
you not later than 10:00 A.M. on the business day prior to the Closing Time.

    Section  3.  CERTAIN COVENANTS  OF THE COMPANY.   The Company covenants with
each Underwriter as follows:

    (a) The  Company  will  use  its best  efforts  to  cause  the  Registration
Statement  to become effective and, if the Company elects to rely upon Rule 430A
and subject to Section  3(b) hereof, will comply  with the requirements of  Rule
430A  and will notify  you immediately, and  confirm the notice  in writing, (i)
when  the  Registration  Statement,  or  any  post-effective  amendment  to  the
Registration  Statement, shall have  become effective, or  any supplement to the
Prospectus or any amended Prospectus shall have been filed, (ii) of the  receipt
of  any comments from the Commission, (iii)  of any request by the Commission to
amend the Registration Statement  or amend or supplement  the Prospectus or  for
additional  information and (iv) of  the issuance by the  Commission of any stop
order suspending the effectiveness of the Registration Statement or of any order
preventing or  suspending the  use  of any  preliminary  prospectus, or  of  the
suspension  of the qualification of  the Securities for offering  or sale in any
jurisdiction, or of the institution or threatening of any proceedings for any of
such purposes.  The Company  will use  every reasonable  effort to  prevent  the
issuance  of any such stop  order or of any  order preventing or suspending such
use and, if  any such  order is  issued, to obtain  the lifting  thereof at  the
earliest possible moment.

    (b)  The Company  will not  at any time  file or  make any  amendment to the
Registration Statement, or any  amendment or supplement (i)  if the Company  has
not  elected to rely upon Rule 430A,  to the Prospectus (including amendments of
the documents incorporated  by reference  into the  Prospectus) or  (ii) if  the
Company has elected to rely upon Rule 430A, to either the prospectus included in
the Registration Statement at the time it becomes effective or to the Prospectus
(including  amendments  of  the  documents incorporated  by  reference  into the
prospectus or Prospectus), of which you  shall not have previously been  advised
and  furnished a  copy, or to  which you  or counsel for  the Underwriters shall
object.

    (c) The Company has furnished or will  furnish to you as many signed  copies
of  the  Registration  Statement (as  originally  filed) and  of  all amendments
thereto, whether  filed  before  or after  the  Registration  Statement  becomes
effective,  copies  of all  exhibits  and documents  filed  therewith, including
documents incorporated by reference into the  Prospectus pursuant to Item 12  of
Form  S-3 under the 1933 Act, and signed copies of all consents and certificates
of  experts,   as   you   may   reasonably  request   and   has   furnished   or

                                       7

will  furnish to  you, for  each other  Underwriter, one  conformed copy  of the
Registration Statement  as  originally  filed  and  of  each  amendment  thereto
(including  documents incorporated by reference  into the Prospectus but without
exhibits).

    (d) The Company will deliver to each Underwriter, without charge, from  time
to  time until  the effective  date of  the Registration  Statement (or,  if the
Company has  elected  to rely  upon  Rule 430A,  until  the date  of  the  Price
Determination  Agreement), as many copies of each preliminary prospectus as such
Underwriter may reasonably request, and the  Company hereby consents to the  use
of  such copies for purposes permitted by the 1933 Act. The Company will deliver
to each Underwriter, without charge, as soon as the Registration Statement shall
have become effective (or, if the Company has elected to rely upon Rule 430A, as
soon as practicable on or after  the date of the Price Determination  Agreement)
and  thereafter  from time  to  time as  requested  during the  period  when the
Prospectus is required to be delivered under the 1933 Act, such number of copies
of  the  Prospectus  (as  supplemented  or  amended)  as  such  Underwriter  may
reasonably request.

    (e)  The Company will comply with the 1933 Act and the 1933 Act Regulations,
the 1934 Act  and the 1934  Act Regulations and  the 1939 Act  and the 1939  Act
Regulations  so as to permit the completion  of the distribution of the Notes as
contemplated in this  Agreement and in  the Prospectus.  If at any  time when  a
prospectus  is required by the 1933 Act to be delivered in connection with sales
of the Notes any event shall occur or condition exist as a result of which it is
necessary, in the  opinion of counsel  for the Underwriters  or counsel for  the
Company,  to  amend  the  Registration  Statement  or  amend  or  supplement the
Prospectus in order that the Prospectus will not include an untrue statement  of
a  material fact or omit to state a material fact necessary in order to make the
statements therein not misleading in the light of the circumstances existing  at
the  time it is  delivered to a purchaser,  or if it shall  be necessary, in the
opinion of  either such  counsel, at  any such  time to  amend the  Registration
Statement  or amend  or supplement  the Prospectus in  order to  comply with the
requirements of the 1933 Act or the 1933 Act Regulations, immediate notice shall
be given, and confirmed in writing, to the Underwriter to cease the solicitation
of offers to purchase the Notes, and the Company will promptly prepare and  file
with  the  Commission,  subject  to  Section  3(b)  hereof,  such  amendment  or
supplement as may be necessary to  correct such untrue statement or omission  or
to   make  the  Registration  Statement  or  the  Prospectus  comply  with  such
requirements.

    (f) The Company and each Subsidiary  Guarantor will use its best efforts  in
cooperation  with the  Underwriters to qualify  the Notes for  offering and sale
under the applicable securities laws of  such states and other jurisdictions  as
you  may designate and to maintain such qualifications in effect for a period of
not less than one  year from the effective  date of the Registration  Statement;
PROVIDED,  HOWEVER, that neither the Company  nor any Subsidiary Guarantor shall
be obligated to file any general consent to service of process or to qualify  as
a  foreign corporation or as a dealer in securities in any jurisdiction in which
it is not  so qualified or  to subject itself  to taxation in  respect of  doing
business  in  any jurisdiction  in which  it  is not  otherwise so  subject. The
Company will file such statements and reports as may be required by the laws  of
each  jurisdiction in which the Notes have been qualified as above provided. The
Company will  also supply  you with  such information  as is  necessary for  the
determination of the legality of the Notes for investment under the laws of such
jurisdictions  as  you  may  request.  The  Company  will  promptly  advise  the
Underwriters of the receipt  by the Company or  any Subsidiary Guarantor of  any
notification  with respect to  suspension of the qualification  of the Notes for
sale in any such state or jurisdiction  or the initiation or threatening of  any
proceeding for such purposes.

    (g) The Company will make generally available to its Note holders as soon as
practicable,  but not later than  90 days after the  close of the period covered
thereby, an earnings statement of the Company and the Subsidiary Guarantors  (in
form  complying with the  provisions of Rule  158 of the  1933 Act Regulations),
covering a  period of  12 months  from the  effective date  of the  Registration
Statement  and covering  a period of  12 months  from the effective  date of any
post-effective amendment to the  Registration Statement but  not later than  the
first  day  of  the  Company's fiscal  quarter  next  following  such respective
effective dates.

    (h) The Company will use  the net proceeds received by  it from the sale  of
the  Notes in the manner  specified in the Prospectus  under the caption "Use of
Proceeds".

                                       8

    (i)  The Company, during  the period when  the Prospectus is  required to be
delivered under the 1933  Act, will file promptly  all documents required to  be
filed  with  the  Commission  pursuant to  Section  13  or 14  of  the  1934 Act
subsequent to the time the Registration Statement becomes effective.

    (j) For a  period of five  years after  the Closing Time,  the Company  will
furnish  to  you copies  of all  annual reports,  quarterly reports  and current
reports filed with the  Commission on Forms  10-K, 10-Q and  8-K, or such  other
similar  forms as may be designated by the Commission, and such other documents,
reports and information as shall be furnished by the Company to its stockholders
or Note holders generally.

    (k) If the Company  has elected to  rely upon Rule 430A,  it will take  such
steps as it deems necessary to ascertain promptly whether the form of prospectus
transmitted  for  filing  under  Rule  424(b) was  received  for  filing  by the
Commission and,  in the  event  that it  was not,  it  will promptly  file  such
prospectus.

    (l)  The Company  and the Subsidiary  Guarantors each has  complied and will
comply with all the provisions of Florida H.B. 1771, codified as Section 517.075
of the Florida statutes, and all regulations promulgated thereunder relating  to
issuers doing business in Cuba.

    Section  4.  PAYMENT OF  EXPENSES.  The Company will  pay and bear all costs
and  expenses  incident  to  the  performance  of  its  obligations  under  this
Agreement,   including  (a)  the   preparation,  printing  and   filing  of  the
Registration  Statement  (including  financial  statements  and  exhibits),   as
originally filed and as amended, the preliminary prospectuses and the Prospectus
and  any amendments  or supplements thereto,  and the cost  of furnishing copies
thereto to the Underwriters, (b)  the preparation, printing and distribution  of
this  Agreement (including the  Price Determination Agreement),  the Senior Note
Indentures, the Notes, the Blue Sky Survey and the Legal Investment Survey,  (c)
the delivery of the Notes to the Underwriters, (d) the fees and disbursements of
the  Company's counsel and accountants, (e) the qualification of the Notes under
the applicable securities laws  in accordance with Section  3(f) and any  filing
for  review of the offering with the National Association of Notes Dealers, Inc.
("NASD"), including filing fees  and fees and disbursements  of counsel for  the
Underwriters  in connection therewith and in connection with the Blue Sky Survey
and the Legal  Investment Survey, (f)  any fees charged  by rating agencies  for
rating  the Notes, (g) the fees and  expenses of the Trustee, including the fees
and disbursements of counsel for the Trustee, in connection with the Senior Note
Indentures and the Notes, (h)  any advertising and other out-of-pocket  expenses
of  the Underwriters incurred with the approval of the Company, and (i) the fees
and expenses of  Merrill Lynch,  Pierce, Fenner &  Smith Incorporated  ("Merrill
Lynch"),  acting as a qualified independent underwriter pursuant to Article III,
Section 44(c)(8) of the Rules of Fair Practice of the NASD.

    If this Agreement is terminated by you in accordance with the provisions  of
Section 5 or 9(a)(i), the Company shall reimburse the Underwriters for all their
out-of-pocket  expenses, including the fees and disbursements of counsel for the
Underwriters.

    Section 5.   CONDITIONS OF UNDERWRITERS'  OBLIGATIONS.  In  addition to  the
execution  and delivery of the Price Determination Agreement, the obligations of
the Underwriters to purchase and pay for the Notices that they have respectively
agreed to purchase hereunder are subject to the accuracy of the  representations
and warranties of the Company contained herein (including those contained in the
Price  Determination Agreement) or in certificates of any officer of the Company
or  any  Subsidiary  delivered  pursuant  to  the  provisions  hereof,  to   the
performance  by the Company  of its obligations hereunder,  and to the following
further conditions:

        (a) The Registration  Statement shall  have become  effective not  later
    than  5:30 P.M. on  the date of this  Agreement or, with  your consent, at a
    later time and date not later, however, than 5:30 P.M. on the first business
    day following the date hereof, or at  such later time or on such later  date
    as  you may agree to in writing with  the approval of a majority in interest
    of the  several  Underwriters;  and  at  the  Closing  Time  no  stop  order
    suspending  the effectiveness of the  Registration Statement shall have been
    issued under the  1933 Act and  no proceedings for  that purpose shall  have
    been  instituted or shall be pending or,  to your knowledge or the knowledge
    of the Company, shall be contemplated by the Commission, and any request  on
    the  part  of  the Commission  for  additional information  shall  have been
    complied with to the  satisfaction of counsel for  the Underwriters. If  the
    Company has elected to rely upon Rule 430A, a

                                       9

    prospectus  containing the Rule 430A Information  shall have been filed with
    the Commission in accordance with Rule 424(b) (or a post-effective amendment
    providing such information shall have  been filed and declared effective  in
    accordance with the requirements of Rule 430A).

        (b)  At the Closing  Time, you shall  have received a  signed opinion of
    McAfee & Taft A Professional Corporation, counsel for the Company, dated  as
    of  the  Closing Time,  together with  signed or  reproduced copies  of such
    opinion  for  each  of  the  other  Underwriters,  in  form  and   substance
    satisfactory to counsel for the Underwriters, to the effect that:

           (i)  The Company is a corporation duly incorporated, validly existing
       and in  good  standing under  the  laws of  the  State of  Oklahoma  with
       corporate  power and authority under such  laws to own, lease and operate
       its properties and conduct its business as described in the Prospectus;

           (ii) The Company is duly qualified to transact business as a  foreign
       corporation  and is in good standing  in each other jurisdiction in which
       it owns or leases property of a nature, or transacts business of a  type,
       that  would make such qualification necessary,  except to the extent that
       the failure  to so  qualify  or be  in good  standing  would not  have  a
       material  adverse effect on the  Company and its subsidiaries, considered
       as one enterprise;

          (iii) Each Significant Subsidiary is a corporation duly  incorporated,
       and  each  Subsidiary  is  a corporation  validly  existing  and  in good
       standing, under the laws  of the jurisdiction  of its incorporation  with
       corporate  power and authority under such  laws to own, lease and operate
       its properties and conduct its business;

           (iv) Each  Subsidiary is  duly qualified  to transact  business as  a
       foreign corporation and is in good standing in each other jurisdiction in
       which  it owns or leases property of a nature, or transacts business of a
       type, that would make such qualification necessary, except to the  extent
       that  the failure to so  qualify or be in good  standing would not have a
       material adverse effect on the  Company and its subsidiaries,  considered
       as one enterprise;

           (v)  All of  the outstanding shares  of capital stock  of the Company
       have been  duly authorized  and validly  issued and  are fully  paid  and
       non-assessable,  and no holder thereof is  or will be subject to personal
       liability by reason of being such  a holder; and none of the  outstanding
       shares  of capital stock  of the Company  was issued in  violation of the
       preemptive rights of any stockholder of the Company;

           (vi)  All  of  the  outstanding  shares  of  capital  stock  of  each
       Significant  Subsidiary have been duly  authorized and validly issued and
       are fully  paid and  non-assessable; except  for any  pledges of  capital
       stock  pursuant to  (A) the Credit  Agreement, dated July  19, 1994, with
       Morgan Guaranty  Trust  Company,  as  Managing  Agent  and  twelve  other
       domestic  and foreign  banks listed  therein (as  the same  may have been
       amended to date), (B)  the Indenture, dated March  15, 1986, between  the
       Company  and  Morgan  Guaranty Trust  Company  of New  York,  as Trustee,
       covering $100 million aggregate principal amount of the Company's 9  1/2%
       Debentures  due  2016  and (C)  the  Indenture, dated  December  1, 1989,
       between the Company  and Morgan Guaranty  Trust Company of  New York,  as
       Trustee,   covering  $275  million  aggregate  principal  amount  of  the
       Company's Medium-Term  Notes, all  of such  shares of  capital stock  are
       owned  by the Company, directly or through one or more Subsidiaries, free
       and clear of any pledge,  lien, security interest, charge, claim,  equity
       or  encumbrance or  any kind;  no holder  thereof is  subject to personal
       liability by reason of being  such a holder and  none of such shares  was
       issued  in violation of  the preemptive rights of  any stockholder of the
       Subsidiaries;

          (vii) The Senior Note Indentures  have been duly authorized,  executed
       and  delivered by the Company and the Subsidiary Guarantors and, assuming
       due authorization,  execution and  delivery  by the  Trustee,  constitute
       valid  and binding  obligations of  the Company,  enforceable against the
       Company in accordance with their terms, except as enforcement thereof may
       be limited by bankruptcy, insolvency (including, without limitation,  all
       laws relating to fraudulent transfers),

                                       10

       reorganization,  moratorium  or  similar  laws  affecting  enforcement of
       creditors' rights generally and except as enforcement thereof is  subject
       to  general principles  of equity  (regardless of  whether enforcement is
       considered in a proceeding in equity or at law);

         (viii) The Notes have been duly authorized by the Company and, assuming
       that the Notes have been duly authenticated by the Trustee in the  manner
       described  in its  certificate delivered  to you  today (which  fact such
       counsel need not determine by an inspection of the Notes), the Notes have
       been duly executed, issued  and delivered by  the Company and  constitute
       valid  and binding obligations of the Company entitled to the benefits of
       the Senior  Note  Indentures  and  enforceable  against  the  Company  in
       accordance with their terms, except as enforcement thereof may be limited
       by  bankruptcy,  insolvency  (including,  without  limitation,  all  laws
       relating to fraudulent transfers), reorganization, moratorium or  similar
       laws  affecting enforcement of creditors'  rights generally and except as
       enforcement  thereof  is   subject  to  general   principles  of   equity
       (regardless  of  whether enforcement  is  considered in  a  proceeding in
       equity or at law);

           (ix) The Note  Guarantees have been  duly authorized by  each of  the
       respective  Subsidiary  Guarantors and,  when  the Notes  are  issued and
       delivered in the manner provided in  the Senior Note Indentures and  sold
       and  paid for  as provided  in this  Agreement, the  Note Guarantees will
       constitute valid  and  legally  binding  obligations  of  the  respective
       Subsidiary  Guarantors enforceable  against the  Subsidiary Guarantors in
       accordance with the terms set forth in the Senior Note Indentures, except
       as  enforcement  thereof  may   be  limited  by  bankruptcy,   insolvency
       (including,   without  limitation,   all  laws   relating  to  fraudulent
       transfers), reorganization,  moratorium or  similar laws  relating to  or
       affecting  enforcement  of  creditors'  rights  generally  and  except as
       enforcement  thereof  is   subject  to  general   principles  of   equity
       (regardless  of  whether enforcement  is  considered in  a  proceeding in
       equity or at law); and the  Note Guarantees will conform in all  material
       respects to the descriptions thereof in the Prospectus;

           (x)  The Senior  Note Indentures have  been qualified  under the 1939
       Act;

           (xi) The Notes, the  Note Guarantees and  the Senior Note  Indentures
       conform  in all material respects as to legal matters to the descriptions
       thereof in the Prospectus;

          (xii) This Agreement (including the Price Determination Agreement) has
       been duly authorized, executed and delivered by the Company;

         (xiii)  No  authorization,   approval,  consent  or   license  of   any
       government,  governmental instrumentality  or court,  domestic or foreign
       (other than under the 1933 Act, the  1939 Act and the securities or  blue
       sky laws of the various states), is required for the valid authorization,
       issuance, sale and delivery of the Notes;

          (xiv)  Such counsel does  not know of any  statutes or regulations, or
       any pending or threatened legal or governmental proceedings, required  to
       be described in the Prospectus that are not described as required, nor of
       any  contracts or  documents of a  character required to  be described or
       referred to in  the Registration  Statement or  the Prospectus  or to  be
       filed  as exhibits to the Registration  Statement that are not described,
       referred to or filed as required;

          (xv) The descriptions in the Prospectus of the statutes,  regulations,
       legal  or governmental proceedings, contracts and other documents therein
       described are accurate in all material  respects as to legal matters  and
       fairly summarize the information required to be shown;

          (xvi)  To  the knowledge  of such  counsel, no  default exists  in the
       performance or observance of any material obligation, agreement, covenant
       or condition contained in any contract, indenture, loan agreement,  note,
       lease  or other agreement or instrument  that is described or referred to
       in the Registration Statement or the Prospectus or filed as an exhibit to
       the Registration Statement;

         (xvii) The execution and delivery of this Agreement and the Senior Note
       Indentures by the Company,  the issuance and delivery  of the Notes,  the
       consummation  by  the Company  of the  transactions contemplated  in this
       Agreement  and   in  the   Registration  Statement   and  compliance   by

                                       11

       the  Company  and  the  Subsidiary  Guarantors  with  the  terms  of this
       Agreement and the Senior  Note Indentures do not  and will not result  in
       any violation of the charter or by-laws of the Company or any Subsidiary,
       and  do not and will not  conflict with, or result in  a breach of any of
       the terms or provisions of, or  constitute a default under, or result  in
       the  creation or imposition  of any lien, charge  or encumbrance upon any
       property or  assets  of the  Company  or  any Subsidiary  under  (A)  any
       contract,  indenture, mortgage, loan agreement,  note, lease or any other
       agreement or instrument known  to such counsel, to  which the Company  or
       any  Subsidiary is a party or by which it may be bound or to which any of
       its properties may  be subject  (except for such  conflicts, breaches  or
       defaults or liens, charges or encumbrances that would not have a material
       adverse  effect  on  the condition  (financial  or  otherwise), earnings,
       business  affairs  or   business  prospects  of   the  Company  and   its
       subsidiaries,  considered as one enterprise), (B) any existing applicable
       law, rule or regulation  (other than the securities  or blue sky laws  of
       the various states, as to which such counsel need express no opinion), or
       (C)  any  judgment,  order  or  decree  of  any  government, governmental
       instrumentality or court, domestic  or foreign, having jurisdiction  over
       the Company or any Subsidiary or any of their respective properties;

         (xviii) The Registration Statement is effective under the 1933 Act and,
       to  the best of the knowledge of such counsel, the Registration Statement
       is still effective,  no stop  order suspending the  effectiveness of  the
       Registration  Statement  has  been  issued and  no  proceedings  for that
       purpose have been instituted or are pending or are contemplated under the
       1933 Act;

          (xix) The Registration Statement (including the Rule 430A Information,
       if applicable) and the  Prospectus, excluding the documents  incorporated
       by  reference therein, and  each amendment or  supplement thereto (except
       for the  financial statements  and other  financial or  statistical  data
       included  therein or  omitted therefrom,  as to  which such  counsel need
       express no opinion),  as of  their respective effective  or issue  dates,
       appear  on  their  face  to have  been  appropriately  responsive  in all
       material respects to the  requirements of the 1933  Act and the 1933  Act
       Regulations   and  the  Senior  Note  Indentures  and  the  Statement  of
       Eligibility of the Trustee on Form T-1 filed with the Commission as  part
       of  the  Registration  Statement  appear  on  their  face  to  have  been
       appropriately responsive in all material respects to the requirements  of
       the 1939 Act and the 1939 Act Regulations; and

          (xx) The documents incorporated by reference in the Prospectus (except
       for  the  financial statements  and other  financial or  statistical data
       included therein  or omitted  therefrom, as  to which  such counsel  need
       express  no opinion, and except to  the extent that any statement therein
       is modified or superseded in the  Prospectus), as of the dates they  were
       filed   with  the  Commission,   appear  on  their   face  to  have  been
       appropriately responsive in all material respects to the requirements  of
       the 1934 Act and the 1934 Act Regulations.

Such opinion shall be to such further effect with respect to other legal matters
relating  to this Agreement and the sale of the Notes pursuant to this Agreement
as counsel for the Underwriters may reasonably request. In giving such  opinion,
such  counsel may  rely as  to all  matters governed  by New  York law  upon the
opinion of Shearman & Sterling referred to in Section 5(c) and as to all matters
governed by the laws of jurisdictions other than the States of Oklahoma and  New
York and the federal law of the United States and the General Corporation Law of
the  State of  Delaware, upon  opinions of other  counsel, who  shall be counsel
reasonably satisfactory  to counsel  for  the Underwriters,  in which  case  the
opinion shall state that they believe you and they are entitled to so rely. Such
counsel  may also state that, insofar  as such opinion involves factual matters,
they have relied, to the extent they deem proper, upon certificates of  officers
of  the  Company  and the  Subsidiaries  and certificates  of  public officials;
provided that such certificates have been delivered to the Underwriters.

    In giving their  opinion required by  this Section 5(b),  McAfee and Taft  A
Professional  Corporation  shall  additionally  slate  that  such  counsel  have
participated in the preparation of the Registration Statement and Prospectus and
are familiar  with or  have participated  in the  preparation of  the  documents
incorporated  by  reference in  the Prospectus  and  no facts  have come  to the
attention of such counsel to lead them to believe

                                       12

(A) that the  Registration Statement  (including the Rule  430A Information,  if
applicable)  or any amendment  thereto (except for  the financial statements and
other financial or statistical  data included therein  or omitted therefrom  and
the  Statement  of Eligibility  of the  Trustee on  Form T-1,  as to  which such
counsel has  not  been requested  to  comment),  at the  time  the  Registration
Statement  or any such amendment became effective, contained an untrue statement
of a material fact  or omitted to  state a material fact  required to be  stated
therein  or necessary to make the statements therein not misleading and (B) that
the Prospectus or any amendment or supplement thereto (except for the  financial
statements  and other financial or statistical  data included therein or omitted
therefrom, as to which such counsel has  not been requested to comment), at  the
time  the Prospectus was  issued, at the  time any such  amended or supplemented
prospectus was issued  or at the  Closing Time, included  or includes an  untrue
statement  of  a material  fact or  omitted or  omits to  state a  material fact
necessary in  order  to  make  the  statements therein,  in  the  light  of  the
circumstances under which they were made, not misleading.

        (c)  At the Closing Time, you  shall have received the favorable opinion
    of Shearman  & Sterling,  counsel  for the  Underwriters,  dated as  of  the
    Closing  Time, together with signed or reproduced copies of such opinion for
    each of the  other Underwriters, to  the effect that  the opinion  delivered
    pursuant  to Section 5(b) appears on its face to be appropriately responsive
    to the requirements of  this Agreement except, specifying  the same, to  the
    extent  waived  by you,  and  with respect  to  the incorporation  and legal
    existence of the Company,  the Notes, the  Note Guarantees, this  Agreement,
    the  Senior Note Indentures, the Registration Statement, the Prospectus, the
    documents incorporated by reference  and such other  related matters as  you
    may  require.  In  giving such  opinion  such  counsel may  rely  as  to the
    incorporation and  legal existence  of  the Company  and all  other  matters
    governed  by Oklahoma law upon  the opinion of McAfee  & Taft A Professional
    Corporation referred to in  Section 5(b) and as  to all matters governed  by
    the laws of jurisdictions other than the States of Oklahoma and New York and
    the  federal law of the United States and the General Corporation Law of the
    State of Delaware, upon  the opinions of counsel  satisfactory to you.  Such
    counsel  may  also  state that,  insofar  as such  opinion  involves factual
    matters, they have relied, to the extent they deem proper, upon certificates
    of officers of the Company and  the Subsidiaries and certificates of  public
    officials;  provided  that  such  certificates have  been  delivered  to the
    Underwriters.

        (d) At  the  Closing  Time,  (i)  the  Registration  Statement  and  the
    Prospectus,  as they may then be  amended or supplemented, shall contain all
    statements that are required to be stated therein under the 1933 Act and the
    1933 Act  Regulations and  in all  material respects  shall conform  to  the
    requirements  of the 1933 Act and the  1933 Act Regulations and the 1939 Act
    and the  1939  Act Regulations,  the  Company  shall have  complied  in  all
    material  respects with Rule 430A (if it shall have elected to rely thereon)
    and neither the Registration Statement nor the Prospectus, as they may  then
    be  amended or supplemented, shall contain an untrue statement of a material
    fact or omit  to state  a material  fact required  to be  stated therein  or
    necessary  to make the  statements therein not  misleading, (ii) there shall
    not have been, since the respective  dates as of which information is  given
    in  the Registration Statement, any material adverse change in the condition
    (financial or otherwise), earnings,  business affairs or business  prospects
    of  the Company and its subsidiaries,  considered as one enterprise, whether
    or not arising in the ordinary course of business, (iii) no action, suit  or
    proceeding  shall be pending or, to the knowledge of the Company, threatened
    against the Company or any Subsidiary that would be required to be set forth
    in the Prospectus other than as  set forth therein and no proceedings  shall
    be  pending  or, to  the knowledge  of the  Company, threatened  against the
    Company  or  any  Subsidiary  before  or  by  any  government,  governmental
    instrumentality  or court, domestic or foreign, that is reasonably likely to
    result in  any  material  adverse  change in  the  condition  (financial  or
    otherwise),  earnings, business affairs or business prospects of the Company
    and its subsidiaries, considered as one enterprise, other than as set  forth
    in  the Prospectus, (iv) the Company shall have complied with all agreements
    and satisfied all conditions on its part to be performed or satisfied at  or
    prior  to the Closing Time and required  by this Agreement and (v) the other
    representations and  warranties of  the Company  set forth  in Section  1(a)
    shall be accurate as though expressly made at and as of the Closing Time. At
    the  Closing Time, you shall have received a certificate of the President or
    a senior or executive  Vice President, and the  Treasurer or Controller,  of
    the Company, dated as of the Closing Time, to such effect.

                                       13

        (e)  At the  time that  this Agreement is  executed by  the Company, you
    shall have received from Deloitte &  Touche llp, a letter, dated such  date,
    in  form  and  substance  satisfactory  to  you,  confirming  that  they are
    independent public  accountants  with  respect to  the  Company  within  the
    meaning  of the 1933 Act and  the applicable published 1933 Act Regulations,
    and stating in effect that:

           (i) in their opinion,  the financial statements  audited by them  and
       the  related financial  statement schedules  included or  incorporated by
       reference in the Registration Statement  and the Prospectus comply as  to
       form in all material respects with the applicable accounting requirements
       of  the 1933 Act and the 1934  Act and the respective published rules and
       regulations thereunder;

           (ii) on the basis of procedures (but not an examination in accordance
       with generally accepted  auditing standards) consisting  of a reading  of
       the  unaudited interim  consolidated financial statements  of the Company
       and its subsidiaries for  the 12 weeks  ended July 9,  1994 and July  10,
       1993,  the 16 weeks ended April 16, 1994,  and April 17, 1993, and the 28
       weeks ended July 9, 1994 and  July 10, 1993, included or incorporated  by
       reference in the Registration Statement and the Prospectus (collectively,
       the "10-Q Financials"), inspection of the minute books of the Company and
       its  subsidiaries  since the  end  of the  most  recent fiscal  year with
       respect to which an  audit report has been  issued, inquiries of  certain
       officials  of the Company and  the Subsidiaries responsible for financial
       and accounting matters,  a limited  review in  accordance with  standards
       established by the American Institute of Certified Public Accountants and
       such  other inquiries and procedures as  may be specified in such letter,
       nothing came to their attention that caused them to believe that:

              (A) the 10-Q Financials do not  comply as to form in all  material
           respects  with the  accounting requirements of  the 1934  Act and the
           1934 Act  Regulations applicable  to unaudited  financial  statements
           included  in  Form  10-Q  or are  not  in  conformity  with generally
           accepted accounting  principles  applied  on  a  basis  substantially
           consistent  with that of the audited financial statements included or
           incorporated by  reference  in  the Registration  Statement  and  the
           Prospectus;

               (B)  any  material  modifications  should  be  made  to  the 10-Q
           Financials for  them  to be  in  conformity with  generally  accepted
           accounting principles;

               (C) at a specified date not more than five days prior to the date
           of  this Agreement, there was any  change in the consolidated capital
           stock, any increase in the consolidated long-term debt of the Company
           and its subsidiaries or any decrease in the consolidated net  current
           assets or stockholders' equity of the Company and its subsidiaries in
           each  case as  compared with  amounts shown  in the  latest unaudited
           consolidated  condensed  balance  sheet   of  the  Company  and   its
           subsidiaries incorporated by reference in the Registration Statement,
           except  in each  case for  changes, increases  or decreases  that the
           Registration Statement discloses have occurred or may occur; or

              (D) for the period from July 9, 1994 to a specified date not  more
           than  five days prior to  the date of this  Agreement, there were any
           decreases, as compared with the corresponding period in the preceding
           year, in consolidated net sales or in the total or per share  amounts
           of income before extraordinary items or of net income, except in each
           case  for  changes,  increase  or  decreases  that  the  Registration
           Statement decides have or may occur;

          (iii) on the basis of a  comparison of information included under  the
       heading  "Selected  Financial  Information" in  the  Prospectus  with the
       requirements of  Item 301  of  Regulation S-K  and inquiries  of  certain
       officials  of  the  Company  who have  responsibility  for  financial and
       accounting matters  whether this  information  conforms in  all  material
       respects  with the disclosure requirements of Item 301 of Regulation S-K,
       nothing came to  their attention that  caused them to  believe that  this
       information does not conform in all material respects with the disclosure
       requirements  of Item 301 of Regulation  S-K, except for the exclusion of
       per share information  for income (loss)  from continuing operations  and
       each dividends declared;

                                       14

           (iv)  they are unable  to and do  not express any  opinion on the Pro
       Forma Statements  of Operations  (unaudited) for  the Fiscal  Year  Ended
       1993,  the Pro Forma Statements of Operations (unaudited) for the Interim
       Period Ended 1994 or the  Unaudited Pro Forma Consolidated Balance  Sheet
       As  of the Second Quarter End, 1994 (the "Pro Forma Statements") included
       in the Registration Statement or on the pro forma adjustments applied  to
       the historical amounts included in the Pro Forma Statements; however, for
       purposes of such letter they have:

              (A) read the Pro Forma Statements;

               (B)  made inquiries of certain officials  of the Company who have
           responsibility for financial and  accounting matters about the  basis
           for  their determination of the pro forma adjustments and whether the
           Pro Forma Statements above  comply in form  in all material  respects
           with   the  applicable  accounting  requirements  of  Rule  11-02  of
           Regulation S-X;

               (C) proved the arithmetic accuracy of the application of the  pro
           forma  adjustments  to  the  historical  amounts  in  the  Pro  Forma
           Statements; and

              (D) conducted  a  limited  review  in  accordance  with  standards
           established   by   the   American  Institute   of   Certified  Public
           Accountants;

               and on the basis of such procedures, and such other inquiries and
       procedures as may  be specified  in such  letter, nothing  came to  their
       attention  that  caused them  to believe  that  the Pro  Forma Statements
       included in the Registration Statements do comply in form in all material
       respects with the applicable requirements of Rule 11-02 of Regulation S-X
       and that the pro forma adjustments have not been properly applied to  the
       historical amounts in the compilation of that statement; and

           (v)  in addition to the procedures  referred to in clause (ii) above,
       they have  performed  other  specified procedures,  not  constituting  an
       audit,  with respect to certain  amounts, percentages, numerical data and
       financial information appearing in the Registration Statement, which have
       previously been specified  by you and  which shall be  specified in  such
       letter, and have compared certain of such items with, and have found such
       items  to be in  agreement with, the accounting  and financial records of
       the Company.

        (f) At the Closing Time, you shall have received from Deloitte &  Touche
    LLP  a letter, in form and substance satisfactory to you and dated as of the
    Closing Time, to the  effect that they reaffirm  the statements made in  the
    letter  furnished pursuant to  Section 5(e), except  that the specified date
    referred to shall be  a date not  more than five days  prior to the  Closing
    Time.

        (g)  At the  time that  this Agreement is  executed by  the Company, you
    shall have received from Arthur Andersen  LLP a letter, dated such date,  in
    form and substance satisfactory to you, confirming that they are independent
    public  accountants with respect  to Haniel Corporation  and its sole direct
    subsidiary, Scrivner, Inc., and Scrivner, Inc.'s subsidiaries  (collectively
    referred  to  as  "Haniel") within  the  meaning  of the  1933  Act  and the
    applicable published 1933 Act regulations, and stating in effect that:

           (i) in their opinion,  the financial statements  audited by them  and
       any  related financial  statement schedules  included or  incorporated by
       reference in the Registration Statement  and the Prospectus comply as  to
       form in all material respects with the applicable accounting requirements
       of  the 1933 Act and the 1934  Act and the respective published rules and
       regulations thereunder; and

           (ii) on the basis of procedures (but not an examination in accordance
       with generally accepted  auditing standards) consisting  of a reading  of
       the  Consolidated  Balance Sheet  as of  June  30, 1994  (unaudited), the
       Consolidated Statements of Income for the Six Months Ended June 30,  1993
       (unaudited)  and the Six Months Ended  June 30, 1994 (unaudited), and the
       Consolidated Statements of Cash Flows for  the Six Months Ended June  30,
       1993  (unaudited)  and the  Six Months  Ended  June 30,  1994 (unaudited)
       included   in   the   Registration    Statement   and   the    Prospectus

                                       15

       (collectively,  the  "Unaudited Interim  Financials"), inspection  of the
       minute books of  the Company and  its subsidiaries since  the end of  the
       most  recent fiscal year with  respect to which an  audit report has been
       issued,  inquiries  of   certain  officials  of   the  Company  and   its
       subsidiaries  responsible for financial and accounting matters, a limited
       review in accordance with standards established by the American Institute
       of Certified Public Accountants and  such other inquiries and  procedures
       as  may be specified in such letter, nothing came to their attention that
       caused them to believe that:

              (A) the Unaudited  Interim Financials are  not in conformity  with
           generally   accepted  accounting   principles  applied   on  a  basis
           substantially  consistent  with   that  of   the  audited   financial
           statements  included or incorporated by reference in the Registration
           Statement and the Prospectus; or

               (B) any material  modifications should be  made to the  Unaudited
           Interim  Financials  for  them  to be  in  conformity  with generally
           accepted accounting principles.

        (h) At the Closing  Time, you shall have  received from Arthur  Andersen
    LLP  a letter, in form and substance satisfactory to you and dated as of the
    Closing Time, to the  effect that they reaffirm  the statements made in  the
    letter  furnished pursuant to  Section 5(g), except  that the specified date
    referred to shall be  a date not  more than five days  prior to the  Closing
    Time.

        (i) Subsequent to the execution and delivery of this Agreement and prior
    to  the Closing  Time, there  shall not have  been any  downgrading, nor any
    notice given  of any  intended or  potential downgrading  or of  a  possible
    change  that does not indicate the direction  of the possible change, in the
    rating accorded any of the Company's securities, including the Notes, by any
    "nationally recognized  statistical rating  organization," as  such term  is
    defined for purposes of Rule 436(g)(2) under the 1933 Act.

        (j)  At the Closing  Time, counsel for the  Underwriters shall have been
    furnished with all  such documents,  certificates and opinions  as they  may
    request  for the purpose of enabling them to pass upon the issuance and sale
    of the Notes as contemplated in  this Agreement and the matters referred  to
    in  Section 5(c) and in  order to evidence the  accuracy and completeness of
    any of the  representations, warranties  or statements of  the Company,  the
    performance  of any of the  covenants of the Company,  or the fulfillment of
    any of the  conditions herein contained;  and all proceedings  taken by  the
    Company   at  or  prior   to  the  Closing  Time   in  connection  with  the
    authorization, issuance  and  sale of  the  Notes as  contemplated  in  this
    Agreement  shall be satisfactory in form and substance to you and to counsel
    for the Underwriters.

    If any of the  conditions specified in  this Section 5  shall not have  been
fulfilled  when  and  as  required  by this  Agreement,  this  Agreement  may be
terminated by you  on notice  to the  Company at  any time  at or  prior to  the
Closing  Time, and such termination  shall be without liability  of any party to
any other  party, except  as provided  in Section  4. Notwithstanding  any  such
termination, the provisions of Sections 6, 7 and 8 shall remain in effect.

    Section  6.  INDEMNIFICATION.  (a) The Company and the Subsidiary Guarantors
each agrees to indemnify and hold harmless each Underwriter and each person,  if
any,  who controls any Underwriter within the  meaning of Section 15 of the 1933
Act as follows:

        (i) against  any and  all  loss, liability,  claim, damage  and  expense
    whatsoever,  as  incurred, arising  out of  an  untrue statement  or alleged
    untrue statement of a material fact contained in the Registration  Statement
    (or  any  amendment  thereto),  including  the  Rule  430A  Information,  if
    applicable, and  all documents  incorporated therein  by reference,  or  the
    omission  or alleged  omission therefrom of  a material fact  required to be
    stated therein or necessary to make the statements therein not misleading or
    arising out of an untrue statement or alleged untrue statement of a material
    fact included  in  any preliminary  prospectus  or the  Prospectus  (or  any
    amendment  or  supplement  thereto)  or  the  omission  or  alleged omission
    therefrom of  a material  fact necessary  in order  to make  the  statements
    therein,  in the light of the circumstances  under which they were made, not
    misleading; PROVIDED, HOWEVER, that the foregoing indemnity with respect  to
    any  untrue  statement  contained  in or  any  omission  from  a preliminary
    prospectus shall not inure to the benefit of any Underwriter (or any  person
    controlling such

                                       16

    Underwriter) from whom the person asserting any such loss, liability, claim,
    damage or expense purchased any of the Notes that are the subject thereof if
    the  Company shall sustain  the burden of  proving that such  person was not
    sent or given  a copy of  the Prospectus  (or the Prospectus  as amended  or
    supplemented)   (in  each  case  exclusive   of  the  documents  from  which
    information is  incorporated  by  reference)  at or  prior  to  the  written
    confirmation  of  the sale  of  such Notes  to  such person  and  the untrue
    statement contained in or the omission from such preliminary prospectus  was
    corrected in the Prospectus (or the Prospectus as amended or supplemented);

        (ii)  against any  and all  loss, liability,  claim, damage  and expense
    whatsoever, as  incurred, to  the extent  of the  aggregate amount  paid  in
    settlement  of  any  litigation,  or  investigation  or  proceeding  by  any
    governmental agency  or  body, commenced  or  threatened, or  of  any  claim
    whatsoever  based upon  any such untrue  statement or omission,  or any such
    alleged untrue statement or  omission, if such  settlement is effected  with
    the written consent of the Company or any Subsidiary Guarantor; and

       (iii) against any and all expense whatsoever, as incurred (including fees
    and  disbursements  of  counsel  chosen  by  you),  reasonably  incurred  in
    investigating,  preparing   or   defending  against   any   litigation,   or
    investigation or proceeding by any governmental agency or body, commenced or
    threatened,  or any claim whatsoever based upon any such untrue statement or
    omission, or any such  alleged untrue statement or  omission, to the  extent
    that any such expense is not paid under subparagraph (i) or (ii) above;

PROVIDED,  HOWEVER, that  this indemnity agreement  does not apply  to any loss,
liability, claim,  damage or  expense to  the extent  arising out  of an  untrue
statement  or  omission or  alleged  untrue statement  or  omission (A)  made in
reliance upon  and  in conformity  with  written information  furnished  to  the
Company or any Subsidiary Guarantor by any Underwriter through you expressly for
use in the Registration Statement (or any amendment thereto), including the Rule
430A Information, if applicable, or any preliminary prospectus or the Prospectus
(or  any  amendment or  supplement  thereto) or  (B)  made or  omitted  from the
Statement of Eligibility of the Trustee on Form T-1, other than any such  untrue
statement  or omission or  alleged untrue statement or  omission made therein or
omitted therefrom  in reliance  upon  information furnished  in writing  to  the
Trustee by the Company or any Subsidiary Guarantor for use therein.

    The  Company and the Subsidiary Guarantors each agrees to indemnify and hold
harmless Merrill  Lynch and  each person,  if any,  who controls  Merrill  Lynch
within  the meaning of either Section  15 of the 1933 Act,  or Section 20 of the
1934 Act, from and against any and all losses, claims, damages, liabilities  and
judgments  incurred as a result of Merrill Lynch's participation as a "qualified
independent underwriter" within the meaning of Schedule E to the By-Laws of  the
NASD  in  connection with  the offering  of  the Notes,  except for  any losses,
claims, damages, liabilities  and judgments  resulting from  Merrill Lynch's  or
such controlling person's, willful misconduct.

    (b)  Each Underwriter agrees severally and not jointly to indemnify and hold
harmless the Company and  its directors, each of  the Subsidiary Guarantors  and
their  respective directors,  each of the  officers who  signed the Registration
Statement, and each  person, if  any, who  controls the  Company or  any of  the
Subsidiary  Guarantors within the meaning of Section 15 of the 1933 Act, against
any and  all  loss,  liability,  claim, damage  and  expense  described  in  the
indemnity  agreement  in Section  6(a), as  incurred, but  only with  respect to
untrue statements or omissions, or alleged untrue statements or omissions,  made
in the Registra-
tion  Statement (or any amendment thereto), including the Rule 430A Information,
if applicable, or any preliminary prospectus or the Prospectus (or any amendment
or  supplement  thereto)  in  reliance  upon  and  in  conformity  with  written
information  furnished to the  Company by such Underwriter  expressly for use in
the Registration Statement (or any  amendment thereto), including the Rule  430A
Information, if applicable, or such preliminary prospectus or the Prospectus (or
any amendment or supplement thereto).

    (c)  Each indemnified  party shall give  prompt notice  to each indemnifying
party of any action commenced  against it in respect  of which indemnity may  be
sought  hereunder,  but failure  to so  notify an  indemnifying party  shall not
relieve it from any  liability which it  may have otherwise  than on account  of
this  indemnity  agreement. An  indemnifying party  may  participate at  its own
expense in the defense of such

                                       17

action. In no event shall  the indemnifying party or  parties be liable for  the
fees  and  expenses of  more than  one  counsel for  all indemnified  parties in
connection with any one action or separate but similar or related actions in the
same jurisdiction arising out of the same general allegations or circumstances.

    Section 7.   CONTRIBUTION.   In  order  to provide  for just  and  equitable
contribution  in circumstances under which the indemnity provided for in Section
6 is for any reason held to be unenforceable by the indemnified parties although
applicable in accordance with its terms, the Company, the Subsidiary  Guarantors
and  the  Underwriters shall  contribute to  the aggregate  losses, liabilities,
claims, damages  and  expenses of  the  nature contemplated  by  such  indemnity
incurred  by  the Company,  the Subsidiary  Guarantors  and one  or more  of the
Underwriters, as  incurred,  in  such  proportions  that  the  Underwriters  are
responsible for that portion represented by the percentage that the underwriting
discount  appearing on  the cover  page of the  Prospectus bears  to the initial
public offering price appearing thereon and  the Company is responsible for  the
balance;    PROVIDED,   HOWEVER,   that   no   person   guilty   of   fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution from any person  who was not guilty of such  fraudulent
misrepresentation.  For  purposes  of this  Section,  each person,  if  any, who
controls an Underwriter within the meaning of  Section 15 of the 1933 Act  shall
have  the same rights to contribution as  such Underwriter, and each director of
the Company, each officer of the Company who signed the Registration  Statement,
and  each person, if any, who controls the Company within the meaning of Section
15 of the 1933 Act shall have the same rights to contribution as the Company.

    Section  8.     REPRESENTATIONS,  WARRANTIES  AND   AGREEMENTS  TO   SURVIVE
DELIVERY.   The  representations, warranties, indemnities,  agreements and other
statements of the Company or its officers set forth in or made pursuant to  this
Agreement  will remain operative and in full  force and effect regardless of any
investigation made by or on behalf of the Company, any Underwriter or any person
who controls the Company or any Underwriter within the meaning of Section 15  of
the 1933 Act and will survive delivery of and payment for the Notes.

    Section 9.  TERMINATION OF AGREEMENT.  (a) You may terminate this Agreement,
by  notice to the Company,  at any time at  or prior to the  Closing Time (i) if
there has been, since the respective dates  as of which information is given  in
the  Registration  Statement,  any  material  adverse  change  in  the condition
(financial or otherwise),  earnings, business affairs  or business prospects  of
the  Company and its subsidiaries, considered  as one enterprise, whether or not
arising in the ordinary course  of business, or (ii)  if there has occurred  any
material  adverse change in  the financial markets  in the United  States or any
outbreak of hostilities or  escalation thereof or other  calamity or crisis  the
effect of which is such as to make it, in your judgment, impracticable to market
the Notes or enforce contracts for the sale of the Notes, or (iii) if trading in
any  securities of the Company has been suspended by the Commission or the NASD,
or if trading generally on  either the American Stock  Exchange or the New  York
Stock  Exchange or in the over-the-counter market has been suspended, or minimum
or maximum prices for trading have been fixed, or maximum ranges for prices  for
securities  have been required, by such exchange  or by order of the Commission,
the NASD or any  other governmental authority, or  (iv) if a banking  moratorium
has been declared by either federal, New York or Oklahoma authorities, or (v) if
there  shall have been any  downgrading, or any notice  given of any intended or
potential downgrading  or  of a  possible  change  that does  not  indicate  the
direction  of the possible change,  in the rating accorded  any of the Company's
securities, including  the  Notes,  by any  "nationally  recognized  statistical
rating  organization," as  such term is  defined for purposes  of Rule 436(g)(2)
under the 1933 Act, or (vi) if there shall have come to such your attention  any
facts  that would cause you  to believe that the Prospectus,  at the time it was
required to  be delivered  to a  purchaser  of the  Notes, contained  an  untrue
statement  of a material fact  or omitted to state  a material fact necessary in
order to make the statements therein, in light of the circumstances existing  at
the time of such delivery, not misleading.

    (b)  If  this  Agreement  is  terminated  pursuant  to  this  Section,  such
termination shall be without liability of  any party to any other party,  except
to   the  extent  provided  in  Section   4  hereof.  Notwithstanding  any  such
termination, the provisions of Sections 6, 7 and 8 shall remain in effect.

                                       18

    (c)  This Agreement may also terminate pursuant to the provisions of Section
2, with the effect stated in such Section.

    Section 10.   DEFAULT BY ONE  OR MORE OF  THE UNDERWRITERS.   If one of  the
Underwriters  shall fail at  the Closing Time  to purchase the  Notes that it is
obligated to purchase pursuant  to this Agreement  (the "Defaulted Notes"),  the
non-defaulting  Underwriter shall have the right, within 24 hours thereafter, to
make arrangements to purchase all, but not less than all, of the Defaulted Notes
in such amounts  as may  be agreed upon  and upon  the terms set  forth in  this
Agreement;  if, however, the  non-defaulting Underwriter has  not completed such
arrangements within such 24-hour period, then:

        (a) if the aggregate principal amount of Defaulted Notes does not exceed
    10% of the aggregate principal amount of the Notes to be purchased  pursuant
    to  this  Agreement, the  non-defaulting Underwriter  shall be  obligated to
    purchase the full amount thereof, or

        (b) if the aggregate principal amount of Defaulted Notes exceeds 10%  of
    the aggregate principal amount of the Notes to be purchased pursuant to this
    Agreement,  this Agreement shall terminate without  liability on the part of
    any non-defaulting Underwriter.

    No action  taken  pursuant to  this  Section shall  relieve  any  defaulting
Underwriter from liability in respect of its default.

    In  the event of any  such default that does not  result in a termination of
this Agreement, either the non-defaulting Underwriter or the Company shall  have
the  right to postpone the Closing Time for a period not exceeding seven days in
order to effect any required changes in the Registration Statement or Prospectus
or  in  any  other  documents  or   arrangements.  As  used  herein,  the   term
"Underwriter"  includes  any person  substituted for  an Underwriter  under this
Section 10.

    Section 11.   NOTICES.   All  notices and  other communications  under  this
Agreement  shall be in  writing and shall be  deemed to have  been duly given if
delivered, mailed  or transmitted  by any  standard form  of  telecommunication.
Notices  to you shall  be directed to  you, c/o Merrill  Lynch, Pierce, Fenner &
Smith Incorporated,  at Merrill  Lynch World  Headquarters, North  Tower,  World
Financial  Center, New York, New York 10281,  attention of Thomas W. Regan, Jr.;
and notices to the Company shall be  directed to it at Fleming Companies,  Inc.,
P.O.  Box  26647,  6301  Waterford  Boulevard,  Oklahoma  City,  Oklahoma 73216,
attention of Harry L. Winn, Jr.

    Section 12.  PARTIES.  This Agreement is made solely for the benefit of  the
Underwriters,  the  Company,  the  Subsidiary  Guarantors  and,  to  the  extent
expressed, any person who controls the  Company or the Subsidiary Guarantors  or
any  of the Underwriters within  the meaning of Section 15  of the 1933 Act, and
the directors of  the Company,  its officers  who have  signed the  Registration
Statement,  and  their  respective  executors,  administrators,  successors  and
assigns and, subject  to the  provisions of Section  10, no  other person  shall
acquire  or  have any  right  under or  by virtue  of  this Agreement.  The term
"successors and assigns"  shall not  include any purchaser,  as such  purchaser,
from  any  of the  Underwriters  of the  Notes. All  of  the obligations  of the
Underwriters hereunder are several and not joint.

    Section 13.  GOVERNING LAW  AND TIME.  This  Agreement shall be governed  by
the  laws of the State of New York. Specified times of the day refer to New York
City time.

    Section 14.  COUNTERPARTS.   This Agreement may be  executed in one or  more
counterparts  and when a counterpart  has been executed by  each party, all such
counterparts taken together shall constitute one and the same agreement.
                            ------------------------

                                       19

    If the foregoing is in accordance with your understanding of our  agreement,
please  sign and  return to us  a counterpart hereof,  whereupon this instrument
will become a binding agreement among the Company, the Subsidiary Guarantors and
the Underwriters in accordance with its terms.

                                            Very truly yours,

                                            FLEMING COMPANIES, INC.

                                            By _________________________________
                                               Name:
                                               Title:

                                            Each of the Subsidiary Guarantors
                                            Listed on Exhibit B

                                            By _________________________________
                                               Name:
                                               Title:
Confirmed and accepted as of
the date first above written:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
J.P. MORGAN SECURITIES INC.
By: MERRILL LYNCH, PIERCE, FENNER & SMITH
                INCORPORATED

By _________________________________
   Name:
   Title:
         Investment Banking Group

                                       20

                                                                       EXHIBIT A

                            FLEMING COMPANIES, INC.
                           (AN OKLAHOMA CORPORATION)

                              % SENIOR NOTES DUE 2001
                      FLOATING RATE SENIOR NOTES DUE 2001

                         PRICE DETERMINATION AGREEMENT
                     -------------------------------------
                                                                          , 1994
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
J.P. MORGAN SECURITIES INC.
c/oMERRILL LYNCH & CO.
   MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
   Merrill Lynch World Headquarters
   North Tower
   World Financial Center
   New York, New York 10281-1201

Ladies and Gentlemen:

    Reference is made to the Purchase Agreement dated                          ,
1994  (the "Purchase Agreement") between Fleming Companies, Inc. (the "Company")
and each of the subsidiary guarantors as are listed on Exhibit B to the Purchase
Agreement, as guarantors (the "Subsidiary Guarantors"), and Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner  & Smith Incorporated  and J.P. Morgan  Securities
Inc. (collectively, the "Underwriters"). The Purchase Agreement provides for the
purchase  by  the  Underwriters  from  the Company,  subject  to  the  terms and
conditions set forth therein, of the Company's     % Senior Notes due 2001  (the
"Fixed  Rate Notes") and Floating Rate Senior Notes due 2001 (the "Floating Rate
Notes"). This Agreement is the Price Determination Agreement referred to in  the
Purchase  Agreement. Terms not otherwise defined  herein shall have the meanings
assigned to them in the Purchase Agreement.

    Pursuant to Section 2 of the Purchase Agreement, the Company agrees with the
Underwriters as follows:

    A.  THE FIXED RATE NOTES.

     1. The initial public offering price of the Fixed Rate Notes shall be     %
of   the  principal  amount  thereof,  plus   accrued  interest,  if  any,  from
                     , 1994 to the Closing Time.

     2. The  purchase  price  of  the  Fixed  Rate  Notes  to  be  paid  by  the
Underwriters  shall  be      %  of the  principal  amount thereof,  plus accrued
interest, if any, from                      , 1994 to the Closing Time.

     3. The interest rate to be borne by the Fixed Rate Notes shall be    %  per
annum,  payable semi-annually on                and                of each year,
commencing                      , 1994.

     4. The Fixed Rate Notes will mature on                      , 2001.

     5. 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 a
redemption price equal  to     % of  the principal amount  thereof, if  redeemed
during the 12-month period beginning on                      , 1999, and    % of
the  principal amount thereof, if redeemed  during the 12-month period beginning
on                        , 2000, together with accrued and unpaid interest,  if
any, to the date of redemption.

    In  addition, 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 (as
defined in the Senior Note Indentures)  with the net proceeds of such  offering,
at a redemption

                                       21

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.

    B.  THE FLOATING RATE NOTES.

     1. The initial public  offering price of the  Floating Rate Notes shall  be
   %  of  the principal  amount  thereof, plus  accrued  interest, if  any, from
                     , 1994 to the Closing Time.

     2. The  purchase  price of  the  Floating Rate  Notes  to be  paid  by  the
Underwriters  shall  be      %  of the  principal  amount thereof,  plus accrued
interest, if any, from                      , 1994 to the Closing Time.

     3. The Floating Rate Notes will bear interest at  a rate of    % per  annum
from                        , 1994 through and including                       ,
1995 and at a rate per annum thereafter, determined quarterly, equal to the rate
determined on the basis of the Applicable  LIBOR Rate (as defined in the  Senior
Note  Indentures). Interest on the Floating Rate Notes will be payable quarterly
on                       ,                        ,                       ,  and
                     of each year commencing                      , 1995.

     4. The Floating Rate Notes will mature on                      , 2001.

     5. The Floating Rate Notes may be redeemed at the option of the Company, in
whole  or in part, on any Interest Payment Date (as defined in the Floating Rate
Senior Note Indenture) 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.

    The  Company represents  and warrants to  each of the  Underwriters that the
representations and warranties  of the  Company set forth  in Section  1 of  the
Purchase  Agreement are accurate as though expressly  made at and as of the date
hereof.

                                       22

    This Agreement shall be governed by the laws of the State of New York.

                                               Very truly yours,

                                               FLEMING COMPANIES, INC.

                                               By ______________________________
                                                 Name:
                                                 Title:

                                               Each of the Subsidiary Guarantors
                                               Listed on Exhibit B

                                               By ______________________________
                                                  Name:
                                                  Title:
Confirmed and accepted as of
the date first above written:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
J.P. MORGAN SECURITIES INC.
By: MERRILL LYNCH, PIERCE, FENNER & SMITH
                INCORPORATED

  By _____________________________
     Name:
     Title:
           Investment Banking
           Group

                                       23

                                                                       EXHIBIT B

                             Subsidiary Guarantors

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
Consumer's Markets, Inc.
D.L. Foot Stores, Inc.
Del-Arrow Super Duper, Inc.
Festival Foods, Inc.
Fleming Direct Sales Corporation
Fleming Foods East, Inc.
Fleming Foods of Alabama, Inc.
Fleming Foods of Ohio, Inc.
Fleming Foods of Tennessee, Inc.
Fleming Foods of Texas, Inc.
Fleming Foods of Virginia, Inc.
Fleming Foods of South, Inc.
Fleming Foods of 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-4-Less, Inc.
Food Holdings, Inc.
Food Saver of Iowa, 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 Foods Service Corporation
Grand Central Leasing Corporation
Great Bend Supermarkets, Inc.
Hub City Transportation, Inc.
Kensington and Harlem, Inc.
LAS, Inc.
Ladysmith East IGA, Inc.
Ladysmith IGA, Inc.
Lake Markets, Inc.
M&H Desoto, Inc.
M&H Financial Corp.
M&H Realty Corp.
Malone & Hyde, Inc.
Malone & Hyde of Lafayette, Inc.
Manitowoc IGA, Inc.
Moberly Foods, Inc.
Mt. Morris Super Duper, Inc.
Niagra Falls Super Duper, Inc.
Northern Supermarkets of Oregon, Inc.
Northgate Plaza, Inc.
109 West Main Street, Inc.
121 East Main Street, Inc.
Peshtigo IGA, Inc.
Piggly Wiggly Corporation
Quality Incentive Company, Inc.
Rainbow Transportation Services, Inc.
Route 16, Inc.
Route 219, Inc.
Route 417, Inc.
Richland Center IGA, Inc
Scrivner, Inc.
Scrivner-Food Holdings, 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.
Sehon Foods, Inc.
Selected Products, Inc.
Sentry Markets, Inc.
Smar Trans, 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.
35 Church Street, Inc.
Thompson Food Basket, Inc.
29 Super Market, Inc.
27 Slayton Avenue, Inc.
WPC, Inc.

                                       24

                                   SCHEDULE A



                                                                                                      PRINCIPAL
                                                                                     PRINCIPAL        AMOUNT OF
                                                                                  AMOUNT OF FIXED   FLOATING RATE
                                                                                   RATE NOTES TO     NOTES TO BE
             UNDERWRITER                                                           BE PURCHASED       PURCHASED
- --------------------------------------------------------------------------------  ---------------  ---------------
                                                                                             
Merrill Lynch, Pierce, Fenner & Smith
          Incorporated..........................................................   $                $
J.P. Morgan Securities Inc......................................................
                                                                                  ---------------  ---------------
          Total.................................................................   $                $
                                                                                  ---------------  ---------------
                                                                                  ---------------  ---------------


                                       25

EX-4.5

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                            FLEMING COMPANIES, INC.

                                                                          ISSUER

                                       TO

                    TEXAS COMMERCE BANK NATIONAL ASSOCIATION

                                                                         TRUSTEE

                     THE SUBSIDIARY GUARANTORS NAMED HEREIN

                                                                      GUARANTORS

                            ------------------------

                                   Indenture

                         Dated as of             , 1994

                            ------------------------

                                  $375,000,000

                              % Senior Notes due 2001

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                            FLEMING COMPANIES, INC.

               RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT
             OF 1939 AND INDENTURE, DATED AS OF              , 1994



     TRUST INDENTURE
       ACT SECTION                                                                          INDENTURE SECTION
- -------------------------                                                              ----------------------------
                                                                                 
Section310(a)(1)           ..........................................................  607[(a)]
         (a)(2)            ..........................................................  607[(a)]
         (b)               ..........................................................  [607(b),] 608
Section312(c)              ..........................................................  701
Section314(a)              ..........................................................  703
         (a)(4)            ..........................................................  1008(a)
         (c)(1)            ..........................................................  102
         (c)(2)            ..........................................................  102
         (e)               ..........................................................  102
Section315(b)              ..........................................................  601
Section316(a)(last
        sentence)          ..........................................................  101 ("Outstanding")
         (a)(1)(A)         ..........................................................  502, 512
         (a)(1)(B)         ..........................................................  513
         (b)               ..........................................................  508
         (c)               ..........................................................  104(d)
Section317(a)(1)           ..........................................................  503
         (a)(2)            ..........................................................  504
         (b)               ..........................................................  1003
Section318(a)              ..........................................................  111


- ------------------------
Note: This  reconciliation and tie shall not, for any purpose, be deemed to be a
      part of the Indenture.

                               TABLE OF CONTENTS



SECTION                                                                                                             PAGE
- ---------------------                                                                                              -----
                                                                                                        
                       PARTIES..............................................................................
                       RECITALS OF THE COMPANY..............................................................

                                                       ARTICLE ONE

                                            DEFINITIONS AND OTHER PROVISIONS
                                                 OF GENERAL APPLICATION
         SECTION 101.  Definitions..........................................................................
                       Acquired Indebtedness................................................................
                       Act..................................................................................
                       Affiliate............................................................................
                       Average Life to Stated Maturity......................................................
                       Bankruptcy Law.......................................................................
                       Banks................................................................................
                       Board of Directors...................................................................
                       Board Resolution.....................................................................
                       Business Day.........................................................................
                       Business Development Program.........................................................
                       Business Development Venture.........................................................
                       Capital Lease Obligation.............................................................
                       Capital Stock........................................................................
                       Change of Control....................................................................
                       Change of Control Purchase Date......................................................
                       Change of Control Purchase Offer.....................................................
                       Change of Control Purchase Price.....................................................
                       Change of Control Triggering Event...................................................
                       Commission...........................................................................
                       Common Stock.........................................................................
                       Company..............................................................................
                       Company Request or Company Order.....................................................
                       Consolidated.........................................................................
                       Consolidated Fixed Charge Coverage Ratio.............................................
                       Consolidated Income Tax Expense......................................................
                       Consolidated Interest Expense........................................................
                       Consolidated Net Income..............................................................
                       Consolidated Net Tangible Assets.....................................................
                       Consolidated Non-Cash Charges........................................................
                       Corporate Trust Office...............................................................
                       Corporation..........................................................................


- ------------------------
Note: This table of contents shall not, for any purpose, be deemed to be a  part
      of the Indenture.

                                       ii


SECTION                                                                                                             PAGE
- ---------------------                                                                                              -----
                                                                                                        
                       Credit Agreement.....................................................................
                       Currency Agreements..................................................................
                       Default..............................................................................
                       Defaulted Interest...................................................................
                       Equity Store.........................................................................
                       Event of Default.....................................................................
                       Exchange Act.........................................................................
                       Financing Receivables................................................................
                       Floating Rate Note Indenture.........................................................
                       Floating Rate Notes..................................................................
                       Generally Accepted Accounting Principles.............................................
                       Guaranteed Debt......................................................................
                       Guaranteed Obligations...............................................................
                       Holder...............................................................................
                       Indebtedness.........................................................................
                       Indenture............................................................................
                       Interest Payment Date................................................................
                       Interest Rate Agreements.............................................................
                       Investment...........................................................................
                       Investment Grade.....................................................................
                       Lien.................................................................................
                       Managing Agent.......................................................................
                       Maturity.............................................................................
                       Moody's..............................................................................
                       Note Guarantee.......................................................................
                       Notes................................................................................
                       Officers' Certificate................................................................
                       Opinion of Counsel...................................................................
                       Outstanding..........................................................................
                       Paying Agent.........................................................................
                       Permitted Indebtedness...............................................................
                       Permitted Investment.................................................................
                       Permitted Liens......................................................................
                       Permitted Receivables Financing......................................................
                       Person...............................................................................
                       Predecessor Note.....................................................................
                       Preferred Stock......................................................................
                       Principal Property...................................................................
                       Prior Indentures.....................................................................
                       Public Equity Offering...............................................................
                       Qualified Capital Stock..............................................................



                                      iii


SECTION                                                                                                             PAGE
- ---------------------                                                                                              -----
                                                                                                        
                       Rating Agency........................................................................
                       Rating Category......................................................................
                       Rating Decline.......................................................................
                       Redeemable Capital Stock.............................................................
                       Redemption Date......................................................................
                       Redemption Price.....................................................................
                       Regular Record Date..................................................................
                       Responsible Officer..................................................................
                       Securities Act.......................................................................
                       Security Register and Security Registrar.............................................
                       Senior Indebtedness..................................................................
                       Significant Subsidiary...............................................................
                       S&P..................................................................................
                       Special Record Date..................................................................
                       Stated Maturity......................................................................
                       Subordinated Indebtedness............................................................
                       Subsidiary...........................................................................
                       Subsidiary Guarantor.................................................................
                       Temporary Cash Investments...........................................................
                       Trust Indenture Act or TIA...........................................................
                       Trustee..............................................................................
                       Vice President.......................................................................
                       Voting Stock.........................................................................
                       Wholly Owned Subsidiary..............................................................
         SECTION 102.  Compliance Certificates and Opinions.................................................
                 103.  Form of Documents Delivered to Trustee...............................................
                 104.  Acts of Holders......................................................................
                 105.  Notices, Etc., to Trustee, Company and Subsidiary Guarantors.........................
                 106.  Notice to Holders; Waiver............................................................
                 107.  Effect of Headings and Table of Contents.............................................
                 108.  Successors and Assigns...............................................................
                 109.  Separability Clause..................................................................
                 110.  Benefits of Indenture................................................................
                 111.  Governing Law........................................................................
                 112.  Legal Holidays.......................................................................

                                                       ARTICLE TWO

                                                       NOTE FORMS

         SECTION 201.  Forms Generally......................................................................
                 202.  Form of Face of Note.................................................................



                                       iv


SECTION                                                                                                             PAGE
- ---------------------                                                                                              -----
                                                                                                        
                 203.  Form of Reverse of Note..............................................................
                 204.  Form of Trustee's Certificate of Authentication......................................

                                                      ARTICLE THREE

                                                        THE NOTES

         SECTION 301.  Title and Terms......................................................................
                 302.  Denominations........................................................................
                 303.  Execution, Authentication, Delivery and Dating.......................................
                 304.  Temporary Notes......................................................................
                 305.  Registration, Registration of Transfer and Exchange..................................
                 306.  Mutilated, Destroyed, Lost and Stolen Notes..........................................
                 307.  Payment of Interest; Interest Rights Preserved.......................................
                 308.  Persons Deemed Owners................................................................
                 309.  Cancellation.........................................................................
                 310.  Computation of Interest..............................................................
                 311.  CUSIP Numbers........................................................................

                                                      ARTICLE FOUR

                                               SATISFACTION AND DISCHARGE

         SECTION 401.  Satisfaction and Discharge of Indenture..............................................
                 402.  Application of Trust Money...........................................................

                                                      ARTICLE FIVE

                                                        REMEDIES
         SECTION 501.  Events of Default....................................................................
                 502.  Acceleration of Maturity; Rescission and Annulment...................................
                 503.  Collection of Indebtedness and Suits for Enforcement by Trustee......................
                 504.  Trustee May File Proofs of Claim.....................................................
                 505.  Trustee May Enforce Claims Without Possession of Notes...............................
                 506.  Application of Money Collected.......................................................
                 507.  Limitation on Suits..................................................................
                 508.  Unconditional Right of Holders to Receive Principal, Premium and Interest............
                 509.  Restoration of Rights and Remedies...................................................
                 510.  Rights and Remedies Cumulative.......................................................
                 511.  Delay or Omission Not Waiver.........................................................
                 512.  Control by Holders...................................................................
                 513.  Waiver of Past Defaults..............................................................
                 514.  Waiver of Stay or Extension Laws.....................................................
                 515.  Notice of Defaults...................................................................



                                       v


SECTION                                                                                                             PAGE
- ---------------------                                                                                              -----
                                                                                                        
                                                       ARTICLE SIX

                                                       THE TRUSTEE
         SECTION 601.  Notice of Defaults...................................................................
                 602.  Certain Rights of Trustee............................................................
                 603.  Trustee Not Responsible for Recitals or Issuance of Notes............................
                 604.  May Hold Notes.......................................................................
                 605.  Money Held in Trust..................................................................
                 606.  Compensation and Reimbursement.......................................................
                 607.  Corporate Trustee Required; Eligibility..............................................
                 608.  Resignation and Removal; Appointment of Successor....................................
                 609.  Acceptance of Appointment by Successor...............................................
                 610.  Merger, Conversion, Consolidation or Succession to Business..........................

                                                      ARTICLE SEVEN
                        HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY AND SUBSIDIARY GUARANTORS
         SECTION 701.  Disclosure of Names and Addresses of Holders.........................................
                 702.  Reports by Trustee...................................................................
                 703.  Reports by Company and Subsidiary Guarantors.........................................

                                                      ARTICLE EIGHT
                                  CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
         SECTION 801.  Company May Consolidate, Etc., Only on Certain Terms.................................
                 802.  Successor Substituted................................................................
                 803.  Notes to Be Secured in Certain Events................................................

                                                      ARTICLE NINE
                                                 SUPPLEMENTAL INDENTURES
         SECTION 901.  Supplemental Indentures Without Consent of Holders...................................
                 902.  Supplemental Indentures With Consent of Holders......................................
                 903.  Execution of Supplemental Indentures.................................................
                 904.  Effect of Supplemental Indentures....................................................
                 905.  Conformity with Trust Indenture Act..................................................
                 906.  Reference in Notes to Supplemental Indentures........................................
                 907.  Notice of Supplemental Indentures....................................................

                                                       ARTICLE TEN
                                                        COVENANTS
        SECTION 1001.  Payment of Principal, Premium, If Any, and Interest..................................
                1002.  Maintenance of Office or Agency......................................................
                1003.  Money for Note Payments to Be Held in Trust..........................................



                                       vi


SECTION                                                                                                             PAGE
- ---------------------                                                                                              -----
                                                                                                        
                1004.  Corporate Existence..................................................................
                1005.  Payment of Taxes and Other Claims....................................................
                1006.  Maintenance of Properties............................................................
                1007.  Insurance............................................................................
                1008.  Statement by Officers As to Default..................................................
                1009.  Purchase of Notes upon Change of Control Triggering Event............................
                1010.  Limitation on Indebtedness...........................................................
                1011.  Limitation on Restricted Payments....................................................
                1012.  Limitation on Liens..................................................................
                1013.  Additional Guarantees................................................................
                1014.  Provision of Financial Statements....................................................
                1015.  Waiver of Certain Covenants..........................................................

                                                     ARTICLE ELEVEN
                                                   REDEMPTION OF NOTES
        SECTION 1101.  Right of Redemption..................................................................
                1102.  Applicability of Article.............................................................
                1103.  Election to Redeem; Notice to Trustee................................................
                1104.  Selection by Trustee of Notes to Be Redeemed.........................................
                1105.  Notice of Redemption.................................................................
                1106.  Deposit of Redemption Price..........................................................
                1107.  Notes Payable on Redemption Date.....................................................
                1108.  Notes Redeemed in Part...............................................................

                                                     ARTICLE TWELVE
                                                     NOTE GUARANTEES
        SECTION 1201.  Note Guarantees......................................................................
                1202.  Obligations of the Subsidiary Guarantors Unconditional...............................
                1203.  Ranking of Note Guarantee............................................................
                1204.  Limitation of Note Guarantees........................................................
                1205.  Release of Subsidiary Guarantors.....................................................
                1206.  Subsidiary Guarantors May Consolidate, Etc. on Certain Terms.........................

                                                    ARTICLE THIRTEEN
                                           DEFEASANCE AND COVENANT DEFEASANCE
        SECTION 1301.  Company's Option to Effect Defeasance or Covenant Defeasance.........................
                1302.  Defeasance and Discharge.............................................................
                1303.  Covenant Defeasance..................................................................
                1304.  Conditions to Defeasance or Covenant Defeasance......................................
                1305.  Deposited Money and U.S. Government Obligations to Be Held in Trust; Other
                        Miscellaneous Provisions............................................................
                1306.  Reinstatement........................................................................


    INDENTURE,  dated as of              , 1994 among FLEMING COMPANIES, INC., a
corporation duly organized and existing under the laws of the State of  Oklahoma
(herein  called the  "Company"), having its  principal office  at 6301 Waterford
Boulevard, P.O. Box 26647, Oklahoma City, Oklahoma 73126, each of the Subsidiary
Guarantors  (as  hereinafter   defined),  and  TEXAS   COMMERCE  BANK   NATIONAL
ASSOCIATION,  a national banking  association duly organized  and existing under
the laws of the United States, Trustee (herein called the "Trustee").

                            RECITALS OF THE COMPANY

    The Company has duly  authorized the creation of  an issue of      %  Senior
Notes  due  2001 (herein  called the  "Notes"), of  substantially the  tenor and
amount hereinafter  set forth,  and to  provide therefor  the Company  has  duly
authorized the execution and delivery of this Indenture.

    This  Indenture is subject to  the provisions of the  Trust Indenture Act of
1939, as  amended and  shall, to  the  extent applicable,  be governed  by  such
provisions.

    The Company, directly or indirectly, owns beneficially and of record 100% of
the  Capital Stock of the Subsidiary  Guarantors; the Company and the Subsidiary
Guarantors are  members of  the same  consolidated group  of companies  and  are
engaged  in related businesses; the Subsidiary Guarantors will derive direct and
indirect economic  benefit from  the  issuance of  the Notes;  accordingly,  the
Subsidiary  Guarantors have each  duly authorized the  execution and delivery of
this Indenture to provide for the Guarantee by each of them with respect to  the
Notes as set forth in this Indenture.

    All  things necessary have been done to make the Notes, when executed by the
Company and  authenticated  and  delivered  hereunder and  duly  issued  by  the
Company,  the valid obligations of  the Company, to make  the Note Guarantees of
each of the Subsidiary  Guarantors, when executed  by the respective  Subsidiary
Guarantors  and  delivered hereunder,  the valid  obligations of  the respective
Subsidiary Guarantors,  and to  make this  Indenture a  valid agreement  of  the
Company  and each of the Subsidiary Guarantors, in accordance with their and its
terms.

    NOW, THEREFORE, THIS INDENTURE WITNESSETH:

    For and in consideration of  the premises and the  purchase of the Notes  by
the  Holders thereof, it  is mutually covenanted  and agreed, for  the equal and
proportionate benefit of all Holders of the Notes, as follows:

                                  ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

    SECTION 101.  DEFINITIONS.

    For all purposes of this  Indenture, except as otherwise expressly  provided
or unless the context otherwise requires:

        (a) the terms defined in this Article have the meanings assigned to them
    in this Article, and include the plural as well as the singular;

                                       2

        (b) all other terms used herein which are defined in the Trust Indenture
    Act,  either directly or by reference therein, have the meanings assigned to
    them therein, and the terms "cash transaction" and "self-liquidating paper",
    as used in TIA Section 311, shall have the meanings assigned to them in  the
    rules of the Commission adopted under the Trust Indenture Act;

        (c)  all accounting terms not otherwise defined herein have the meanings
    assigned  to  them   in  accordance  with   generally  accepted   accounting
    principles,  and, except  as otherwise  herein expressly  provided, the term
    "generally accepted accounting principles"  with respect to any  computation
    required or permitted hereunder shall mean such accounting principles as are
    generally accepted at the date of such computation; and

        (d)  the words  "herein", "hereof"  and "hereunder"  and other  words of
    similar import refer to this Indenture as a whole and not to any  particular
    Article, Section or other subdivision.

    "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.

    "Act",  when used with respect  to any Holder, has  the meaning specified in
Section 104.

    "Affiliate" means, with respect  to any specified  Person, any other  Person
directly  or indirectly controlling or controlled by or under direct or indirect
common control with 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.

    "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  or other financial institutions  from time to time
that are lenders under the Credit Agreement.

    "Board of Directors" means either the  board of directors of the Company  or
any duly authorized committee of that board, and, with respect to any Subsidiary
Guarantor,  either the  board of directors  of such Subsidiary  Guarantor or any
duly authorized committee of that board.

    "Board Resolution" means a copy of  a resolution certified by the  Secretary
or  an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and

                                       3
to be in full force and effect on the date of such certification, and  delivered
to  the  Trustee, and,  with  respect to  a Subsidiary  Guarantor,  a copy  of a
resolution  certified  by  the  Secretary  or  an  Assistant  Secretary  of  the
Subsidiary  Guarantor to have been duly adopted by its Board of Directors and to
be in full force and effect on the date of such certification, and delivered  to
the Trustee.

    "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.

    "Business  Development Program" means  the business practice  of the Company
and its  Subsidiaries of  making  or guaranteeing  loans  to, or  making  equity
investments in, third parties engaged in the retail grocery business in exchange
for long-term supply agreements with the Company or any Subsidiary.

    "Business  Development  Venture"  means  any  Person  participating  in  the
Business Development Program [and BFL of Tulsa, Inc., Butch's Finer Foods, Inc.,
South Ogden Super Duper, Inc., Stores  located at 301 South Main, Smith  Center,
KS  66967, 109 West Main Street, Inc., Route 417, Inc., Route 16, Inc. and Route
219, Inc.]

    "Capital  Lease  Obligation"  means,  with   respect  to  any  Person,   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,  interests,
partnership interests, participations or other equivalents (however  designated)
of  such Person's capital stock whether now outstanding or issued after the date
hereof, including, without limitation, all  Common Stock and Preferred Stock  of
such Person.

    "Change of Control" means the occurrence of any of the following events: (i)
any  "person" or "group" (as such terms are  used in Sections 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 shareholders 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

                                       4
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 under  Section 1011 (and  such amount shall  be treated as  a
Restricted  Payment  subject to  Section 1011)  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 Section 801.

    "Change of Control Purchase Date" has the meaning specified in Section 1009.

    "Change  of Control  Purchase Offer"  has the  meaning specified  in Section
1009.

    "Change of  Control Purchase  Price" has  the meaning  specified in  Section
1009.

    "Change  of Control Triggering Event" means  the occurrence of both a Change
of Control and a Rating Decline.

    "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 this Indenture 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.

    "Common  Stock"  means, with  respect  to any  Person,  any and  all shares,
interests, participations  and other  equivalents (however  designated,  whether
voting  or non-voting) of such Person's common stock, whether now outstanding or
issued after  the date  of this  Indenture, including,  without limitation,  all
series and classes of such common stock.

    "Company"  means the Person named as the "Company" in the first paragraph of
this Indenture, until a successor Person shall have become such pursuant to  the
applicable  provisions of  this Indenture,  and thereafter  "Company" shall mean
such successor Person.

    "Company Request" or "Company Order" means a written request or order signed
in the name of the  Company by its Chairman,  any Vice Chairman, its  President,
any  Vice President, its  Treasurer or an Assistant  Treasurer, and delivered to
the Trustee.

    "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

                                       5
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 had
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;  (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; and (iii) in making
such computation,  Consolidated Interest  Expense  attributable to  interest  on
Indebtedness  constituting obligations in connection  with any letters of credit
and acceptances issued under letter of credit facilities, acceptance  facilities
or  other similar  facilities computed  on a PRO  FORMA basis  shall be computed
excluding any  contingent  obligations and  without  assuming that  any  undrawn
letter of credit has been drawn.

    "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 be paid, or accrued by  such Person during such period and (d)  all
capitalized  interest of the Company and  its Consolidated Subsidiaries, in each
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 audited 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, (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

                                       6
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 Consolidated
Subsidiaries, less  the following:  (1) current  liabilities; (2)  reserves  for
depreciation   and  other  asset  valuation   reserves;  (3)  intangible  assets
including, 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).

    "Corporate  Trust Office" means a corporate  trust office of the Trustee, at
which at any particular time its corporate trust business shall be administered,
which office at the date of execution of this Indenture is located at 2200  Ross
Avenue, 5th Floor, Dallas, Texas 75201.

    "Corporation"  includes corporations,  associations, companies  and business
trusts.

    "Credit Agreement" means the  Credit Agreement, dated as  of July 19,  1994,
among  the Company, the Banks, the Agents listed therein and the 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.

    "Default" means any event which  is, or after notice  or passage of time  or
both would be, an Event of Default.

    "Defaulted Interest" has the meaning specified in Section 307.

    "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).

    "Event of Default" has the meaning specified in Section 501.

    "Exchange Act" means the Securities Exchange Act of 1934, as amended.

                                       7

    "Financing Receivables" means receivables arising from investments in direct
financing  leases for  equipment owned  by the Company  or in  retailer notes or
chattel paper  (other  than any  retailer  note  or chattel  paper  received  in
exchange  or  substitution  for  or  in payment  or  other  satisfaction  of any
receivable).

    "Floating Rate Note Indenture" means the indenture dated as of             ,
1994  among the  Company, each of  the Subsidiary Guarantors  and Texas Commerce
Bank National Association, Trustee covering the Company's Floating Rate Notes.

    "Floating Rate Notes"  means the Floating  Rate Senior Notes  due 2001  and,
more  particularly,  means  any  notes  authenticated  and  delivered  under the
Floating Rate Note Indenture.

    "Generally  Accepted  Accounting  Principles"  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 other  than  to  the  Company  or to  assure  the  holder  of  such
Indebtedness  other than the Company against loss,  (iii) 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.

    "Guaranteed Obligations" has the meaning specified in Section 1201.

    "Holder" means a Person in whose name  a Note is registered in the  Security
Register.

    "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  conditional sale  or  other  title
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,

                                       8
(vi) all 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 the 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 this 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.

    "Indenture" means this instrument as originally executed and as it may  from
time  to time be supplemented or amended  by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof.

    "Interest Payment  Date" means  the  Stated Maturity  of an  installment  of
interest on the Notes.

    "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).

    "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  or
acquisition  by such  Person of any  Capital Stock, bonds,  notes, debentures or
other securities issued by any other Person.

    "Investment Grade" means BBB- or higher by S&P or Baa3 or higher by  Moody's
or  the equivalent of such ratings by S&P  or Moody's or in the event Moody's or
S&P shall cease rating the Notes and  the Company shall select any other  Rating
Agency, the equivalent of such ratings by another Rating Agency.

    "Lien"  means any mortgage or deed of trust, charge, pledge, lien (statutory
or otherwise), privilege, security interest, hypothecation or other  encumbrance
upon  or with respect to  any property or assets of  any kind, real or personal,
movable or immovable.

    "Managing Agent" means Morgan Guaranty Trust Company of New York as managing
agent under the Credit Agreement and any future managing agent under the  Credit
Agreement.

                                       9

    "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 this Indenture, whether at Stated Maturity, purchase upon Change  of
Control  or redemption date, and whether  by declaration of acceleration, Change
of 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  this Indenture as  set forth in  Article Twelve  of
this  Indenture and  any additional guarantee  of the Notes  pursuant to Section
1013 hereof.

    "Notes" has the meaning stated in  the first recital of this Indenture  and,
more  particularly,  means  any  Notes authenticated  and  delivered  under this
Indenture.

    "Officers' Certificate" means a certificate signed by the Chairman, any Vice
Chairman, the President or a Vice President, and by the Treasurer, an  Assistant
Treasurer, the Secretary or an Assistant Secretary of the Company, and delivered
to the Trustee.

    "Opinion  of Counsel" means a written opinion of counsel, who may be counsel
for the Company, including an officer or employee of the Company, and who  shall
be acceptable to the Trustee.

    "Outstanding", when used with respect to the Notes, means, as of the date of
determination,  all  Notes theretofore  authenticated  and delivered  under this
Indenture, except:

         (i) Notes  theretofore cancelled  by the  Trustee or  delivered to  the
    Trustee for cancellation;

        (ii)  Notes, or portions thereof, for  whose payment or redemption money
    in the necessary amount has been  theretofore deposited with the Trustee  or
    any  Paying  Agent  (other than  the  Company)  in trust  or  set  aside and
    segregated in trust  by the Company  (if the  Company shall act  as its  own
    Paying  Agent) for the Holders  of such Notes; PROVIDED  that, if such Notes
    are to be redeemed, notice of  such redemption has been duly given  pursuant
    to this Indenture or provision therefor satisfactory to the Trustee has been
    made;

        (iii)  Notes, except to  the extent provided in  Sections 1302 and 1303,
    with respect to which  the Company has  effected defeasance and/or  covenant
    defeasance as provided in Article Thirteen; and

        (iv)  Notes which have been paid pursuant  to Section 306 or in exchange
    for or in lieu  of which other Notes  have been authenticated and  delivered
    pursuant  to this Indenture, other  than any such Notes  in respect of which
    there shall have been presented to the Trustee proof satisfactory to it that
    such Notes are held by  a bona fide purchaser in  whose hands the Notes  are
    valid obligations of the Company;

PROVIDED,  HOWEVER, that  in determining  whether the  Holders of  the requisite
principal  amount  of  Outstanding  Notes   have  given  any  request,   demand,
authorization,  direction,  consent, notice  or  waiver hereunder,  and  for the
purpose of making the calculations required  by TIA Section 313, Notes owned  by
the  Company or any other obligor upon the Notes or any Affiliate of the Company
or  such   other  obligor   shall  be   disregarded  and   deemed  not   to   be

                                       10
Outstanding,  except that, in determining whether the Trustee shall be protected
in making  such  calculation  or  in relying  upon  any  such  request,  demand,
authorization,  direction,  notice,  consent  or waiver,  only  Notes  which the
Trustee knows to be so owned shall be so disregarded. Notes so owned which  have
been  pledged  in good  faith  may be  regarded  as Outstanding  if  the pledgee
establishes to the  satisfaction of the  Trustee the pledgee's  right so to  act
with  respect to such Notes and that the pledgee is not the Company or any other
obligor upon the Notes or any Affiliate of the Company or such other obligor.

    "Paying Agent"  means any  Person (including  the Company  acting as  Paying
Agent)  authorized by the Company to pay  the principal of (and premium, if any,
on) or interest on any Notes on behalf of the Company.

    "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  this  Indenture,  and  any
    guarantees  with respect thereto  outstanding on the  date of this Indenture
    and any  additional  guarantees  executed in  connection  therewith)  in  an
    aggregate  principal amount,  together with  Indebtedness, if  any, incurred
    pursuant  to  clauses  (ii)  and  (xi)  of  this  definition  of  "Permitted
    Indebtedness",  at any one time outstanding not to exceed $1.7 billion, less
    mandatory repayments  actually  made in  respect  of any  term  Indebtedness
    thereunder  (excluding the repayment by the  Company of its obligations with
    respect to  Tranche B  of the  Credit Agreement  as in  effect on  the  date
    hereof);

        (ii) Indebtedness of the Company under uncommitted bank lines of credit;
    PROVIDED,  HOWEVER,  that  the aggregate  principal  amount  of Indebtedness
    incurred pursuant  to clauses  (i),  (ii) and  (xi)  of this  definition  of
    "Permitted  Indebtedness"  does  not  exceed  $1.7  billion  less  mandatory
    repayments actually  made in  respect of  any term  Indebtedness  thereunder
    (excluding  the repayment by the Company  of its obligations under Tranche B
    of the Credit Agreement as in effect of the date hereof);

        (iii) Indebtedness of the  Company evidenced by the  Notes and the  Note
    Guarantees with respect thereto under this Indenture;

        (iv)  Indebtedness of the  Company evidenced by  the Floating Rate Notes
    and the Note Guarantees  with respect thereto under  the Floating Rate  Note
    Indenture;

         (v)  Indebtedness of the  Company or any  Subsidiary outstanding on the
    date of this Indenture and listed on Schedule   hereto;

        (vi) obligations of the  Company or any Subsidiary  entered into in  the
    ordinary  course  of  business  (a)  pursuant  to  Interest  Rate Agreements
    designed to protect against or  manage exposure to fluctuations in  interest
    ratio  in respect of Indebtedness, which, if related to Indebtedness, do not
    exceed the aggregate notional principal amount of such Indebtedness to which
    such Interest Rate Agreements relate,  or (b) under any Currency  Agreements
    in  the  ordinary course  of  business and  designed  to protect  against or

                                       11
    manage exposure to fluctations in foreign currency exchange rates which,  if
    related  to Indebtedness,  do not increase  the amount  of such Indebtedness
    other than as a result of foreign exchange fluctuations;

       (vii) 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 (except any  pledge under the  Credit
    Agreement or the Prior Indentures) 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 (vii);

       (viii)  Indebtedness in  respect of letters  of credit,  surety bonds and
    performance bonds provided in the ordinary course of business;

        (ix) Indebtedness arising from the honoring by a bank or other financial
    institution of  a check,  draft or  similar instrument  inadvertently  drawn
    against insufficient funds in the ordinary course of business; PROVIDED that
    such   Indebtedness  is  extinguished  within  five  Business  Days  of  its
    incurrence;

         (x) 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;

        (xi) Indebtedness of the Company evidenced by commercial paper issued by
    the Company;  PROVIDED,  HOWEVER, that  the  aggregate principal  amount  of
    Indebtedness  incurred  pursuant  to  clauses (i),  (ii)  and  (xi)  of this
    definition of "Permitted  Indebtedness" does  not exceed  $1.7 billion  less
    mandatory  repayments  actually made  in  respect of  any  term Indebtedness
    thereunder (excluding the repayment by the Company of its obligations  under
    Tranche B of the Credit Agreement as in effect of the date hereof);

       (xii)  Indebtedness of the Company pursuant  to guarantees by the Company
    or any Subsidiary  Guarantor in  connection with  any Permitted  Receivables
    Financing; PROVIDED, HOWEVER, that such Indebtedness shall not exceed 15% of
    the book value of the Transferred Receivables;

       (xiii)  Indebtedness of the  Company and its  Subsidiaries in addition to
    that described in clauses (i) through (xii) of this definition of "Permitted
    Indebtedness," together  with any  other outstanding  Indebtedness  incurred
    pursuant  to this  clause (xiii),  not to  exceed $100  million at  any time
    outstanding in the aggregate; and

       (xiv) any renewals,  extensions, substitutions, refundings,  refinancings
    or  replacements (each,  a "refinancing")  of any  Indebtedness described in
    clauses (iii), (iv) and (v) 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

                                       12
    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 (i) 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;  (v)
Investments  in direct financing  leases for equipment owned  by the Company and
leased to its customers in the ordinary course of business consistent with  past
practice;  (v) Investments in existence  on the date of  this Indenture and (vi)
any renewals, extensions, substitutions,  refinancings or replacements (each,  a
"refinancing")  of  any Investment,  so  long as  the  aggregate amount  of such
Investment is not increased by such refinancing.

    "Permitted Liens" means, with respect to any Person:

        (a) any Lien existing as of the date of this Indenture;

        (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   for
    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 interests in trademarks and goodwill, patents and trade secrets  of
    the   Company  to   secure  the   damages,  if   any,  of   such  licensees,

                                       13
    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 this
    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 Lien  securing  Indebtedness arising  from (1)  Capital  Lease
    Obligations  of the  Company or  any Subsidiary as  lessee, but  only to the
    extent that  the  Company or  such  Subsidiary  has entered  into  (and  not
    terminated),  or has a binding commitment  for, subleases on terms which, to
    the Company, are at least as favorable, on a current basis, as the terms  of
    the  corresponding capital  lease or  (2) Capital  Lease Obligations  of the
    Company or its Subsidiaries (other than  as covered by clause (1) above)  as
    lessee  under which  the aggregate  principal component  of the  annual rent
    payable does not exceed $5,000,000;

        (k) any  Lien on  a Financing  Receivable or  other receivable  that  is
    transferred in a Permitted Receivables Financing;

                                       14

        (l)   any Lien securing any pledge to any Person of Indebtedness owed by
    any Subsidiary  to the  Company;  PROVIDED that  (i)  such Subsidiary  is  a
    Subsidiary  Guarantor and (ii) the principal  amount pledged does not exceed
    the Indebtedness secured by such pledge;

        (m) 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.

    "Permitted  Receivables  Financing"  means  any  transaction  involving  the
transfer  (by way  of sale, pledge  or otherwise) by  the Company or  any of its
Subsidiaries of Financing Receivables or, after the Notes are rated by a  Rating
Agency as Investment Grade, other receivables to any other Person, PROVIDED that
after giving effect to such transaction the sum of (i) the aggregate uncollected
balances  of  Financing Receivables  and, after  the  Rating Target  Date, other
receivables so transferred ("Transferred Receivables ") PLUS (ii) the  aggregate
amount of all collections on Transferred Receivables theretofore received by the
seller  but not  yet remitted  to the  purchaser, in  each case  at the  date of
determination, would not exceed $600,000,000.

    "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.

    "Predecessor  Note"  of  any  particular  Note  means  every  previous  Note
evidencing  all  or  a  portion of  the  same  debt as  that  evidenced  by such
particular  Note;  and,  for   the  purposes  of   this  definition,  any   Note
authenticated  and  delivered  under Section  306  in exchange  for  a mutilated
security or in  lieu of  a lost,  destroyed or stolen  Note shall  be deemed  to
evidence the same debt as the mutilated, lost, destroyed or stolen Note.

    "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
this Indenture,  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,  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
(other than an Equity Store or a Business Development Venture) 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.

    "Prior  Indentures" means the  Indenture, dated March  15, 1986, between the
Company and Morgan Guaranty Trust Company of New York, as Trustee, covering $100
million aggregate principal amount of the  Company's 9 1/2% Debentures due  2016
and  the  Indenture, dated  December  1, 1989,  between  the Company  and Morgan
Guaranty Trust Company of New York, as Trustee, covering $275 million  aggregate
principal amount of the Company's Medium-Term Notes.

                                       15

    "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.

    "Rating Agency"  means any  of (i)  S&P, (ii)  Moody's or  (iii) if  S&P  or
Moody's  or both  shall not  make a  rating of  the Notes  publicly available, a
security rating agency or agencies, as the case may be, nationally recognized in
the United States, selected by the  Company, which shall be substituted for  S&P
or Moody's or both, as the case may be.

    "Rating  Category"  means (i)  with  respect to  S&P,  any of  the following
categories: AAA, AA, A, BBB,  BB, B, CCC, CC, C  and D (or equivalent  successor
categories); (ii) with respect to Moody's, any of the following categories: Aaa,
Aa,  A, Baa, Ba, B,  Caa, Ca, C and D  (or equivalent successor categories); and
(iii) the equivalent  of any such  category of  S&P or Moody's  used by  another
Rating  Agency. In determining whether the rating  of the Notes has decreased by
one or more gradation, gradations within Rating Categories (+ and - for S&P;  1,
2  and 3 for  Moody's; or the  equivalent gradations for  another Rating Agency)
shall be taken into account (e.g., with respect to S&P, a decline in rating from
BB+ to  BB, as  well  as from  BB- to  B+,  will constitute  a decrease  of  one
gradation).

    "Rating  Decline" means the occurrence on, or within 90 days after, the date
of public notice of the occurrence of a Change of Control or of the intention of
the Company or  Persons controlling the  Company to effect  a Change of  Control
(which  period shall  be extended so  long as the  rating of the  Notes is under
publicly announced consideration  for possible  downgrade by any  of the  Rating
Agencies)  of the following: (i) if the  Notes are rated by either Rating Agency
as Investment  Grade immediately  prior to  the beginning  of such  period,  the
rating  of the Notes by both Rating Agencies shall be below Investment Grade; or
(ii) if  the Notes  are rated  below Investment  Grade by  both Rating  Agencies
immediately  prior to the beginning  of such period, the  rating of the Notes by
either Rating Agency  shall be decreased  by one or  more gradations  (including
gradations within Rating Categories as well as between Rating Categories).

    "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.

    "Redemption  Date", when used  with respect to  any Note to  be redeemed, in
whole or in part,  means the date  fixed for such redemption  by or pursuant  to
this Indenture.

    "Redemption Price", when used with respect to any Note to be redeemed, means
the price at which it is to be redeemed pursuant to this Indenture.

                                       16

    "Regular  Record Date" for the interest payable on any Interest Payment Date
means the [date] or [date] (whether or not a Business Day), as the case may  be,
next preceding such Interest Payment Date.

    "Responsible  Officer", when  used with  respect to  the Trustee,  means the
chairman or any  vice-chairman of the  board of directors,  the chairman or  any
vice-chairman of the executive committee of the board of directors, the chairman
of  the trust committee,  the president, any vice  president, the secretary, any
assistant secretary, the  treasurer, any assistant  treasurer, the cashier,  any
assistant  cashier, any trust officer or assistant trust officer, the controller
or any assistant  controller or  any other  officer of  the Trustee  customarily
performing  functions similar to those performed  by any of the above-designated
officers, and also means, with respect  to a particular corporate trust  matter,
any  other officer to whom  such matter is referred  because of his knowledge of
and familiarity with the particular subject.

    "Securities Act" means the Securities Act of 1933, as amended.

    "Security Register" and  "Security Registrar" have  the respective  meanings
specified in Section 305.

    "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.

    "Special Record Date" for the payment of any Defaulted Interest means a date
fixed by the Trustee pursuant to Section 307.

    "Stated Maturity"  when  used  with  respect  to  any  Indebtedness  or  any
installment  of interest thereon, means the  date specified in such Indebtedness
as the fixed date on which the  principal of or premium 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 any Person that is required pursuant to Section
1013, on or after the date of this Indenture, to execute a Note Guarantee of the
Notes  until  a successor  replaces any  such party  pursuant to  the applicable
provisions of this Indenture and, thereafter, shall mean such successor, and the
following Subsidiaries of the Company: 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. Foot Stores, Inc.,  Del-Arrow Super Duper, Inc., Festival

                                       17
Foods, Inc., Fleming Direct Sales Corporation, Fleming Foods East, Inc., Fleming
Foods of Alabama, Inc., Fleming Foods of Ohio, Inc., Fleming Foods of Tennessee,
Inc., Fleming Foods  of Texas, Inc.,  Fleming Foods of  Virginia, Inc.,  Fleming
Foods  of  South,  Inc., Fleming  Foods  of  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-4-Less, Inc.,  Food Holdings, Inc., Food Saver of
Iowa, 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 Foods  Service
Corporation,  Grand Central Leasing Corporation,  Great Bend Supermarkets, Inc.,
Hub City Transportation, Inc., Kensington and Harlem, Inc., LAS, Inc., Ladysmith
East IGA, Inc., Ladysmith IGA, Inc.,  Lake Markets, Inc., M&H Desoto, Inc.,  M&H
Financial  Corp.,  M&H Realty  Corp.,  Malone &  Hyde,  Inc., Malone  &  Hyde of
Lafayette, 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., 109 West  Main Street, Inc., 121 East Main  Street,
Inc.,  Peshtigo IGA, Inc., Piggly Wiggly Corporation, Quality Incentive Company,
Inc., Rainbow Transportation Services,  Inc., Route 16,  Inc., Route 219,  Inc.,
Route  417,  Inc.,  Richland  Center  IGA,  Inc,  Scrivner,  Inc., Scrivner-Food
Holdings, 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., Sehon Foods,  Inc.,
Selected  Products, Inc.,  Sentry Markets, Inc.,  Smar Trans,  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., 35 Church Street,
Inc., Thompson Food Basket, Inc., 29 Super Market, Inc., 27 Slayton Avenue, 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 bank  or trust
company in the United States having  combined capital and surplus and  undivided
profits  of not less than $500,000,000, whose debt  has a rating, at the time as
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 an  entity
(other  than an Affiliate  or Subsidiary of  the Company) 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 all of  its
assets  in investments of the type described  in clause (v) and (vii) repurchase
and reverse repurchase obligations underlying securities of

                                       18
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) and (vii), such investment  matures
within one year from the date of acquisition thereof.

    "Trust  Indenture Act" or  "TIA" means the  Trust Indenture Act  of 1939, as
amended, as in force at the date as of which this Indenture was executed, except
as provided in Section 905.

    "Trustee" means the Person named as  the "Trustee in the first paragraph  of
this  Indenture until a successor Trustee shall have become such pursuant to the
applicable provisions of  this Indenture,  and thereafter  "Trustee" shall  mean
such successor Trustee.

    "Vice  President", when  used with  respect to  the Company  or the Trustee,
means any vice president,  whether or not  designated by a number  or a word  or
words added before or after the title "vice president".

    "Voting  Stock" means  stock of the  class or classes  having general voting
power under ordinary circumstances to elect at least a majority of the board  of
directors, managers or trustees of a corporation (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.

    SECTION 102.  COMPLIANCE CERTIFICATES AND OPINIONS.

    Upon any application or request  by the Company to  the Trustee to take  any
action  under any provision of this Indenture,  the Company shall furnish to the
Trustee an Officers' Certificate stating that all conditions precedent, if  any,
provided  for in  this Indenture (including  any covenant  compliance with which
constitutes a condition  precedent) relating  to the proposed  action have  been
complied  with and  an Opinion of  Counsel stating  that in the  opinion of such
counsel all such conditions precedent, if  any, have been complied with,  except
that  in the case of any such application  or request as to which the furnishing
of such documents is  specifically required by any  provision of this  Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

    Every  certificate or opinion with respect to compliance with a condition or
covenant provided for in  this Indenture (other than  pursuant to Section  1008)
shall include:

        (1) a statement that each individual signing such certificate or opinion
    has  read such  covenant or  condition and  the definitions  herein relating
    thereto;

        (2) a brief statement as to the  nature and scope of the examination  or
    investigation  upon  which  the  statements or  opinions  contained  in such
    certificate or opinion are based;

        (3) a statement  that, in the  opinion of each  such individual, he  has
    made  such examination  or investigation  as is  necessary to  enable him to
    express an informed opinion as to whether or not such covenant or  condition
    has been complied with; and

                                       19

        (4)  a statement as to whether, in  the opinion of each such individual,
    such condition or covenant has been complied with.

    SECTION 103.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

    In any  case where  several matters  are  required to  be certified  by,  or
covered  by an opinion  of, any specified  Person, it is  not necessary that all
such matters  be certified  by, or  covered by  the opinion  of, only  one  such
Person,  or that they be  so certified or covered by  only one document, but one
such Person may certify or give an opinion with respect to some matters and  one
or  more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

    Any certificate  or opinion  of an  officer  of the  Company may  be  based,
insofar  as it relates  to legal matters,  upon a certificate  or opinion of, or
representations by, counsel, unless  such officer knows, or  in the exercise  of
reasonable  care should know, that the certificate or opinion or representations
with respect to the matters upon which  his certificate or opinion is based  are
erroneous.  Any such certificate or Opinion of  Counsel may be based, insofar as
it  relates  to  factual  matters,  upon   a  certificate  or  opinion  of,   or
representations  by,  an officer  or officers  of the  Company stating  that the
information with respect  to such factual  matters is in  the possession of  the
Company, unless such counsel knows, or in the exercise of reasonable care should
know,  that the certificate  or opinion or representations  with respect to such
matters are erroneous.

    Where any  Person  is  required  to  make,  give  or  execute  two  or  more
applications,  requests, consents,  certificates, statements,  opinions or other
instruments under this Indenture,  they may, but need  not, be consolidated  and
form one instrument.

    SECTION 104.  ACTS OF HOLDERS.

     (a)  Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture  to be given or taken by Holders  may
be embodied in and evidenced by one or more instruments of substantially similar
tenor  signed by such Holders in person  or by agents duly appointed in writing;
and, except as  herein otherwise  expressly provided, such  action shall  become
effective  when such instrument or instruments are delivered to the Trustee and,
where it  is hereby  expressly  required, to  the  Company. Such  instrument  or
instruments  (and the action embodied therein  and evidenced thereby) are herein
sometimes referred to  as the "Act"  of the Holders  signing such instrument  or
instruments.  Proof  of  execution  of  any  such  instrument  or  of  a writing
appointing any such agent shall be sufficient for any purpose of this  Indenture
and  conclusive in favor of  the Trustee and the Company,  if made in the manner
provided in this Section.

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of  a notary  public or  other  officer authorized  by law  to  take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a  signer  acting  in  a  capacity  other  than  his  individual  capacity, such
certificate or affidavit  shall also constitute  sufficient proof of  authority.
The  fact and date  of the execution of  any such instrument  or writing, or the
authority of the  Person executing the  same, may  also be proved  in any  other
manner which the Trustee deems sufficient.

                                       20

     (c)  The principal amount and  serial numbers of Notes  held by any Person,
and the date of holding the same, shall be proved by the Security Register.

     (d) If the  Company shall solicit  from the Holders  of Notes any  request,
demand,  authorization,  direction, notice,  consent, waiver  or other  Act, the
Company may, at its option, by or pursuant to Board Resolution, fix in advance a
record date for  the determination  of Holders  entitled to  give such  request,
demand,  authorization, direction, notice, consent, waiver or other Act, but the
Company shall have no obligation to  do so. Notwithstanding TIA Section  316(c),
such record date shall be the record date specified in or pursuant to such Board
Resolution, which shall be a date not earlier than the date 30 days prior to the
first  solicitation of Holders  generally in connection  therewith and not later
than the date such solicitation  is completed. If such  a record date is  fixed,
such request, demand, authorization, direction, notice, consent, waiver or other
Act  may be  given before  or after such  record date,  but only  the Holders of
record at  the close  of business  on such  record date  shall be  deemed to  be
Holders  for  the  purposes  of determining  whether  Holders  of  the requisite
proportion of Outstanding Notes have authorized  or agreed or consented to  such
request, demand, authorization, direction, notice, consent, waiver or other Act,
and  for that purpose the Outstanding Notes  shall be computed as of such record
date; PROVIDED that no such authorization,  agreement or consent by the  Holders
on  such record date shall be deemed  effective unless it shall become effective
pursuant to the provisions of this Indenture  not later than 330 days after  the
record date.

     (e)  Any request, demand, authorization, direction, notice, consent, waiver
or other Act of  the Holder of any  Note shall bind every  future Holder of  the
same  Note and the Holder of every Note issued upon the registration of transfer
thereof or in exchange therefor or in lieu thereof in respect of anything  done,
omitted  or  suffered to  be  done by  the Trustee  or  the Company  in reliance
thereon, whether or not notation of such action is made upon such Note.

    SECTION 105.  NOTICES, ETC., TO TRUSTEE, COMPANY AND SUBSIDIARY GUARANTORS.

    Any request, demand,  authorization, direction, notice,  consent, waiver  or
Act  of Holders or other document provided  or permitted by this Indenture to be
made upon, given or furnished to, or filed with,

        (1) the Trustee by any Holder or by the Company shall be sufficient  for
    every  purpose hereunder if made, given, furnished or filed in writing to or
    with the Trustee at its  Corporate Trust Office, Attention: Corporate  Trust
    Department, or

        (2)  the Company or  any Subsidiary Guarantor  by the Trustee  or by any
    Holder shall be  sufficient for  every purpose  hereunder (unless  otherwise
    herein  expressly provided)  if in  writing and  mailed, first-class postage
    prepaid, to the  Company addressed  to it at  the address  of its  principal
    office  specified in the first paragraph of  this Indenture, or at any other
    address previously furnished in writing to the Trustee by the Company.

    SECTION 106.  NOTICE TO HOLDERS; WAIVER.

    Where this Indenture provides notice of any event to Holders by the Company,
any Subsidiary Guarantor or the Trustee, such notice shall be sufficiently given
(unless  otherwise  herein  expressly  provided)  if  in  writing  and   mailed,
first-class postage prepaid, to each

                                       21
Holder  affected by  such event, at  his address  as it appears  in the Security
Register, not later  than the  latest date, and  not earlier  than the  earliest
date,  prescribed for  the giving of  such notice.  In any case  where notice to
Holders is given  by mail,  neither the  failure to  mail such  notice, nor  any
defect  in  any notice  so mailed,  to  any particular  Holder shall  affect the
sufficiency of such notice with respect to other Holders. Any notice mailed to a
Holder in the manner herein prescribed shall be conclusively deemed to have been
received by  such Holder,  whether or  not such  Holder actually  receives  such
notice.  Where this Indenture provides for notice in any manner, such notice may
be waived  in writing  by the  Person entitled  to receive  such notice,  either
before  or after  the event,  and such  waiver shall  be the  equivalent of such
notice. Waivers of notice by Holders shall  be filed with the Trustee, but  such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

    In  case by reason  of the suspension  of or irregularities  in regular mail
service or by  reason of  any other  cause, it  shall be  impracticable to  mail
notice of any event to Holders when such notice is required to be given pursuant
to  any provision of  this Indenture, then  any manner of  giving such notice as
shall be satisfactory to the Trustee shall  be deemed to be a sufficient  giving
of such notice for every purpose hereunder.

    SECTION 107.  EFFECT OF HEADINGS AND TABLE OF CONTENTS.

    The  Article and Section headings  herein and the Table  of Contents are for
convenience only and shall not affect the construction hereof.

    SECTION 108.  SUCCESSORS AND ASSIGNS.

    All covenants  and agreements  in  this Indenture  by  the Company  and  the
Subsidiary  Guarantors  shall  bind  their  respective  successors  and assigns,
whether so expressed or not.

    SECTION 109.  SEPARABILITY CLAUSE.

    In case  any  provision in  this  Indenture or  in  the Notes  or  the  Note
Guarantees  shall be invalid,  illegal or unenforceable,  the validity, legality
and enforceability of the remaining provisions shall not in any way be  affected
or impaired thereby.

    SECTION 110.  BENEFITS OF INDENTURE.

    Nothing  in this Indenture, in the Notes  or the Note Guarantees, express or
implied, shall give  to any Person,  other than the  parties hereto, any  Paying
Agent,  any Securities Registrar and their successors hereunder and the Holders,
any benefit  or  any  legal or  equitable  right,  remedy or  claim  under  this
Indenture.

    SECTION 111.  GOVERNING LAW.

    This  Indenture, the Notes and the Note  Guarantees shall be governed by and
construed in accordance with the law of the State of New York. This Indenture is
subject to the provisions  of the Trust  Indenture Act of  1939, as amended  and
shall, to the extent applicable, be governed by such provisions.

                                       22

    SECTION 112.  LEGAL HOLIDAYS.

    In  any  case where  any Interest  Payment Date,  Redemption Date  or Stated
Maturity  or  Maturity  of  any  Note   shall  not  be  a  Business  Day,   then
(notwithstanding  any other provision of this Indenture or of the Notes) payment
of interest or principal (and  premium, if any) need not  be made on such  date,
but  may be  made on the  next succeeding Business  Day with the  same force and
effect as if  made on  the Interest  Payment Date,  Redemption Date,  or at  the
Stated  Maturity or  Maturity; PROVIDED  that no  interest shall  accrue for the
period from  and  after such  Interest  Payment Date,  Redemption  Date,  Stated
Maturity or Maturity, as the case may be.

                                  ARTICLE TWO
                                   NOTE FORMS

    SECTION 201.  FORMS GENERALLY.

    The  Notes  and the  Trustee's certificates  of  authentication shall  be in
substantially the  forms  set  forth  in this  Article,  with  such  appropriate
insertions,  omissions, substitutions  and other  variations as  are required or
permitted by this Indenture, and may  have such letters, numbers or other  marks
of  identification and  such legends  or endorsements  placed thereon  as may be
required to  comply  with  the rules  of  any  securities exchange  or  as  may,
consistently  herewith, be determined  by the officers  executing such Notes, as
evidenced by their execution of the Notes.  Any portion of the text of any  Note
may  be set forth on the reverse  thereof, with an appropriate reference thereto
on the face of the Note.

    The  definitive  Notes  shall  be  printed,  lithographed  or  engraved   on
steel-engraved  borders or may be produced in  any other manner permitted by the
rules of  any securities  exchange on  which the  Notes may  be listed,  all  as
determined  by the officers of the Company executing such Notes, as evidenced by
their execution of such Notes.

    SECTION 202.  FORM OF FACE OF NOTE.

                            FLEMING COMPANIES, INC.
                               % SENIOR NOTE DUE 2001             CUSIP

NO.                                                              $

    Fleming  Companies,  Inc.,  an  Oklahoma  corporation  (herein  called   the
"Company",  which  term  includes  any  successor  Person  under  the  Indenture
hereinafter referred  to),  for  value  received,  hereby  promises  to  pay  to
              or  registered assigns, the  principal sum of           Dollars on
             , 2001, at the office or  agency of the Company referred to  below,
and  to pay interest thereon from                , 1994, or from the most recent
Interest Payment Date  to which  interest has been  paid or  duly provided  for,
semiannually  on [date] and [date] of each year, commencing              , 1995,
at the rate  of      %  per annum, until  the principal hereof  is paid or  duly
provided  for,  and (to  the extent  lawful) to  pay on  demand interest  on any
overdue interest at  the rate borne  by the Notes  from the date  on which  such
overdue  interest becomes payable to the date  payment of such interest has been
made or duly provided for. The interest so payable, and punctually paid or  duly
provided  for, on any Interest Payment Date will, as provided in such Indenture,
be paid

                                       23
to the Person  in whose name  this Note (or  one or more  Predecessor Notes)  is
registered  at  the  close of  business  on  the Regular  Record  Date  for such
interest, which shall be the [date] or  [date] (whether or not a Business  Day),
as the case may be, next preceding such Interest Payment Date. Any such interest
not  so punctually paid or duly provided for shall forthwith cease to be payable
to the Holder on such Regular Record Date, and such Defaulted Interest, and  (to
the  extent lawful) interest on such Defaulted Interest at the rate borne by the
Notes, may  be paid  to the  Person in  whose name  this Note  (or one  or  more
Predecessor  Notes) is registered at  the close of business  on a Special Record
Date for the  payment of such  Defaulted Interest  to be fixed  by the  Trustee,
notice whereof shall be given to Holders of Notes not less than 10 days prior to
such  Special Record Date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of  any securities exchange on which  the
Notes  may be listed, and upon such notice  as may be required by such exchange,
all as more fully provided in said  Indenture. Payment of the principal of  (and
premium,  if any, on)  and interest on this  Note will be made  at the office or
agency of the Company maintained for that purpose in The City of New York, or at
such other  office or  agency  of the  Company as  may  be maintained  for  such
purpose, in such coin or currency of the United States of America as at the time
of  payment is legal tender  for payment of public  and private debts; PROVIDED,
HOWEVER, that payment of interest may be  made at the option of the Company  (i)
by  check mailed to the  address of the Person  entitled thereto as such address
shall appear  on  the  Security Register  or  (ii)  by transfer  to  an  account
maintained by the payee located in the United States.

    Reference is hereby made to the further provisions of this Note set forth on
the  reverse hereof,  which further provisions  shall for all  purposes have the
same effect as if set forth at this place.

    Unless the certificate of  authentication hereon has  been duly executed  by
the  Trustee referred to  on the reverse  hereof by manual  signature, this Note
shall not  be entitled  to  any benefit  under the  Indenture,  or be  valid  or
obligatory for any purpose.

    IN  WITNESS  WHEREOF, the  Company  has caused  this  instrument to  be duly
executed under its corporate seal.

    Dated:                                FLEMING COMPANIES, INC.
                                          By ___________________________________

Attest:
___________________________________
               Secretary

    SECTION 203.  FORM OF REVERSE OF NOTE.

    This Note is one  of a duly  authorized issue of  securities of the  Company
designated  as its       %  Senior Notes due  2001 (herein  called the "Notes"),
limited (except as  otherwise provided in  the Indenture referred  to below)  in
aggregate principal amount to $375,000,000,

                                       24
which  may be issued under an indenture (herein called the "Indenture") dated as
of                 ,  1994, among the Company,  the Subsidiary Guarantors  named
therein and Texas Commerce Bank National Association, trustee (herein called the
"Trustee",  which term includes  any successor trustee  under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a  statement  of  the  respective rights,  limitations  of  rights,  duties,
obligations and immunities thereunder of the Company, the Subsidiary Guarantors,
the  Trustee and the  Holders of the Notes  and the Note  Guarantees, and of the
terms upon  which  the  Notes and  the  Note  Guarantees are,  and  are  to  be,
authenticated and delivered.

    The  Notes are subject to redemption at  the option of the Company, upon not
less than 30 nor more than 60 days notice at any time after              , 1999,
as a whole or  in part, at the  election of the Company,  at a Redemption  Price
equal  to the percentage of the principal amount of the Notes set forth below 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 accrued interest due on an Interest Payment Date):



YEAR                                                  REDEMPTION PRICE
- ----------------------------------------------------  ----------------
                                                   
1999................................................              %
2000................................................              %


and thereafter at 100% of the principal amount together in the case of any  such
redemption  with  accrued  interest, if  any,  to  the Redemption  Date,  all as
provided in the Indenture.

    In addition, up  to 20%  of the initial  aggregate principal  amount of  the
Notes  may be redeemed on or prior to               , 1997, at the option of the
Company, within 180 days of a Public Equity 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 Notes remain outstanding.

    Upon the occurrence of a Change  of Control Triggering Event, the Holder  of
this  Note may require  the Company, subject to  certain limitations provided in
the Indenture, to repurchase this Note at a purchase price in cash in an  amount
equal  to 101% of the principal amount thereof plus accrued and unpaid interest,
if any, to the date of purchase.

    In the case of any redemption  of Notes, interest installments whose  Stated
Maturity is on or prior to the Redemption Date will be payable to the Holders of
such Notes, or one or more Predecessor Notes, of record at the close of business
on  the relevant Record Date referred to  on the face hereof. Notes (or portions
thereof) for whose redemption and payment  provision is made in accordance  with
the Indenture shall cease to bear interest from and after the Redemption Date.

    In  the event of redemption of  this Note in part only,  a new Note or Notes
for the unredeemed  portion hereof shall  be issued  in the name  of the  Holder
hereof upon the cancellation hereof.

    If  an Event of Default shall occur  and be continuing, the principal of all
the Notes may  be declared due  and payable in  the manner and  with the  effect
provided in the Indenture.

                                       25

    The  Indenture contains  provisions for  defeasance at  any time  of (a) the
entire indebtedness of the Company and any Subsidiary Guarantor on this Note and
(b) certain  restrictive  covenants  and  the related  Defaults  and  Events  of
Default,  upon  compliance by  the Company  and  the Subsidiary  Guarantors with
certain conditions set forth therein, which provisions apply to this Note.

    The Indenture  permits, with  certain exceptions  as therein  provided,  the
amendment  thereof and  the modification  of the  rights and  obligations of the
Company and the Subsidiary  Guarantors and the rights  of the Holders under  the
Indenture  at any time by the Company, the Subsidiary Guarantors and the Trustee
with the consent of the Holders of  a majority in aggregate principal amount  of
the  Notes  at  the time  Outstanding.  The Indenture  also  contains provisions
permitting the Holders of specified percentages in aggregate principal amount of
the Notes at the time Outstanding, on behalf of the Holders of all the Notes, to
waive compliance  by the  Company  and the  Subsidiary Guarantors  with  certain
provisions  of the Indenture  and certain past defaults  under the Indenture and
their consequences. Any such consent or waiver by or on behalf of the Holder  of
this  Note shall be conclusive and binding  upon such Holder and upon all future
Holders of this Note and  of any Note issued  upon the registration of  transfer
hereof  or in exchange herefor or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note.

    No reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional,  to  pay the  principal  of (and  premium,  if any,  on)  and
interest  on  this Note  at  the times,  place,  and rate,  and  in the  coin or
currency, herein prescribed.

    As provided in the Indenture and subject to certain limitations therein  set
forth, the transfer of this Note is registerable on the Security Register of the
Company,  upon surrender of this Note for registration of transfer at the office
or agency of the Company  maintained for such purpose in  The City of New  York,
duly  endorsed by, or  accompanied by a  written instrument of  transfer in form
satisfactory to the  Company and the  Security Registrar duly  executed by,  the
Holder  hereof or his attorney duly authorized  in writing, and thereupon one or
more new Notes, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.

    The  Notes  are  issuable  only  in  registered  form  without  coupons   in
denominations  of $1,000 and  any integral multiple thereof.  As provided in the
Indenture and subject to  certain limitations therein set  forth, the Notes  are
exchangeable  for  a like  aggregate principal  amount of  Notes of  a different
authorized denomination, as requested by the Holder surrendering the same.

    No service charge shall be made for any registration of transfer or exchange
of Notes, but the Company may require  payment of a sum sufficient to cover  any
tax or other governmental charge payable in connection therewith.

    Prior  to  the time  of due  presentment  of this  Note for  registration of
transfer, the Company, the Subsidiary Guarantors,  the Trustee and any agent  of
the  Company, the Subsidiary Guarantors  or the Trustee may  treat the Person in
whose name this Note is

                                       26
registered as the owner  hereof for all  purposes, whether or  not this Note  be
overdue, and neither the Company, the Subsidiary Guarantors, the Trustee nor any
such agent shall be affected by notice to the contrary.

    Interest  on this Note shall be completed on  the basis of a 360-day year of
twelve 30-day months.

    All terms used in this  Note which are defined  in the Indenture shall  have
the meanings assigned to them in the Indenture.

    SECTION 204.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

    The  Trustee's certificate of  authentication shall be  in substantially the
following form:

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

    This is one of the Notes referred to in the within-mentioned Indenture.

                                          TEXAS COMMERCE BANK
                                           NATIONAL ASSOCIATION

                                                                      as Trustee
                                          By ___________________________________
                                                   Authorized Signatory

                                 ARTICLE THREE
                                   THE NOTES

    SECTION 301.  TITLE AND TERMS.

    The aggregate  principal amount  of  Notes which  may be  authenticated  and
delivered  under this  Indenture is  limited to  $375,000,000, except  for Notes
authenticated and delivered  upon registration  of transfer of,  or in  exchange
for,  or in lieu  of, other Notes pursuant  to Section 303,  304, 305, 306, 801,
906, 1009 or 1108.

    The Notes shall be known and designated as the "    % Senior Notes due 2001"
of the Company. Their Stated Maturity  shall be                , 2001, and  they
shall  bear interest at the rate of     % per annum from              , 1994, or
from the most recent Interest  Payment Date to which  interest has been paid  or
duly  provided for,  payable semi-annually  on [date]  and [date]  of each year,
commencing              , 1995 and at said Stated Maturity, until the  principal
thereof is paid or duly provided for.

    The  principal of (and premium, if any,  on) and interest on the Notes shall
be payable at the office or agency of the Company maintained for such purpose in
The City of New York, or at such other office or agency of the Company as may be
maintained for  such purpose;  PROVIDED, HOWEVER,  that, at  the option  of  the
Company, interest may be paid by

         (i)  mailing a check for such interest,  payable to or upon the written
    order of the Person entitled thereto pursuant to Section 308, to the address
    of such Person as it appears in the Security Register or

                                       27

        (ii) by transfer to  an account maintained by  the payee located in  the
    United States.

    The Notes shall be redeemable as provided in Article Eleven.

    SECTION 302.  DENOMINATIONS.

    The Notes shall be issuable only in registered form without coupons and only
in denominations of $1,000 and any integral multiple thereof.

    SECTION 303.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

    The  Notes shall be executed  on behalf of the  Company by its Chairman, any
Vice Chairman,  its President  or a  Vice President,  under its  corporate  seal
reproduced  thereon and attested by its Secretary or an Assistant Secretary. The
signature of any  of these  officers on  the Notes  may be  manual or  facsimile
signatures  of the  present or  any future  such authorized  officer and  may be
imprinted or otherwise reproduced on the Notes.

    Notes bearing the manual or facsimile signatures of individuals who were  at
any   time  the  proper  officers  of   the  Company  shall  bind  the  Company,
notwithstanding that such individuals  or any of them  have ceased to hold  such
offices  prior to the authentication and delivery  of such Notes or did not hold
such offices at the date of such Notes.

    At any time and from time to  time after the execution and delivery of  this
Indenture,  the Company may deliver Notes executed by the Company to the Trustee
for authentication, together  with a  Company Order for  the authentication  and
delivery  of such Notes, and  the Trustee in accordance  with such Company Order
shall authenticate and deliver such Notes.

    Each Note shall be dated the date of its authentication.

    No Note shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose  unless there appears on  such Note a certificate  of
authentication  substantially in the  form provided for  herein duly executed by
the Trustee by manual signature of  a Responsible Officer, and such  certificate
upon  any Note shall  be conclusive evidence,  and the only  evidence, that such
Note has been duly authenticated and delivered hereunder and is entitled to  the
benefits of this Indenture.

    In  case the  Company, pursuant to  Article Eight, shall  be consolidated or
merged with  or  into any  other  Person or  shall  convey, transfer,  lease  or
otherwise  dispose of its properties and  assets substantially as an entirety to
any Person,  and the  successor  Person resulting  from such  consolidation,  or
surviving  such merger, or into which the Company shall have been merged, or the
Person which  shall  have  received  a  conveyance,  transfer,  lease  or  other
disposition  as aforesaid, shall have  executed an indenture supplemental hereto
with the Trustee pursuant  to Article Eight, any  of the Notes authenticated  or
delivered  prior to such  consolidation, merger, conveyance,  transfer, lease or
other disposition  may, from  time to  time,  at the  request of  the  successor
Person,  be exchanged  for other  Notes executed  in the  name of  the successor
Person with such  changes in  phraseology and form  as may  be appropriate,  but
otherwise  in substance of like tenor as the Notes surrendered for such exchange
and of  like principal  amount; and  the Trustee,  upon Company  Request of  the
successor  Person, shall  authenticate and  deliver Notes  as specified  in such
request for  the  purpose of  such  exchange. If  Notes  shall at  any  time  be
authenticated and delivered in any new name of a

                                       28
successor  Person pursuant  to this Section  in exchange or  substitution for or
upon registration of transfer of any Notes, such successor Person, at the option
of the Holders but without  expense to them, shall  provide for the exchange  of
all  Notes at the time Outstanding for Notes authenticated and delivered in such
new name.

    SECTION 304.  TEMPORARY NOTES.

    Pending the preparation  of definitive  Notes, the Company  may execute  and
upon  Company Order the Trustee shall  authenticate and deliver, temporary Notes
which are  printed,  lithographed, typewritten  or  otherwise produced,  in  any
authorized  denomination, substantially of the tenor  of the definitive Notes in
lieu of which they are issued  and with such appropriate insertions,  omissions,
substitutions  and other  variations as  the officers  executing such  Notes may
determine, as conclusively evidenced by their execution of such Notes.

    If temporary Notes are issued, the Company will cause definitive Notes to be
prepared without unreasonable delay. After the preparation of definitive  Notes,
the temporary Notes shall be exchangeable for definitive Notes upon surrender of
the  temporary Notes at the office or  agency of the Company designated for such
purpose pursuant to Section 1002, without  charge to the Holder. Upon  surrender
for  cancellation of any one or more  temporary Notes, the Company shall execute
and upon Company Order  the Trustee shall authenticate  and deliver in  exchange
therefor   a   like  principal   amount  of   definitive  Notes   of  authorized
denominations. Until so exchanged, the temporary Notes shall in all respects  be
entitled to the same benefits under this Indenture as definitive Notes.

    SECTION 305.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

    The  Company shall  cause to be  kept at  the Corporate Trust  Office of the
Trustee a register  (the register  maintained in such  office and  in any  other
office  or agency  designated pursuant  to Section  1002 being  herein sometimes
referred to as  the "Security Register")  in which, subject  to such  reasonable
regulations  as it may prescribe, the Company shall provide for the registration
of Notes and of transfers  of Notes. The Security  Register shall be in  written
form  or any other  form capable of  being converted into  written form within a
reasonable time. At all reasonable times, the Security Register shall be open to
inspection by the Trustee. The Trustee is hereby initially appointed as security
registrar (the "Security Registrar")  for the purpose  of registering Notes  and
transfers of Notes as herein provided.

    Upon  surrender for registration  of transfer of  any Note at  the office or
agency of the  Company designated pursuant  to Section 1002,  the Company  shall
execute  and the  Trustee shall  authenticate and  deliver, in  the name  of the
designated transferee or transferees,  one or more new  Notes of any  authorized
denomination or denominations of a like aggregate principal amount.

    At  the option of the Holder, Notes may  be exchanged for other Notes of any
authorized denomination and of a like aggregate principal amount, upon surrender
of the Notes to be exchanged at such office or agency. Whenever any Notes are so
surrendered for  exchange,  the Company  shall  execute and  the  Trustee  shall
authenticate  and deliver,  the Notes  which the  Holder making  the exchange is
entitled to receive.

                                       29

    All Notes issued  upon any  registration of  transfer or  exchange of  Notes
shall  be the  valid obligations of  the Company and  the Subsidiary Guarantors,
evidencing the  same  debt,  and  entitled  to  the  same  benefits  under  this
Indenture,  as  the  Notes surrendered  upon  such registration  of  transfer or
exchange.

    Every Note  presented or  surrendered for  registration of  transfer or  for
exchange  shall be duly endorsed,  or be accompanied by  a written instrument of
transfer, in form satisfactory to the  Company and the Security Registrar,  duly
executed by the Holder thereof or his attorney duly authorized in writing.

    No service charge shall be made for any registration of transfer or exchange
or  redemption of Notes, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in  connection
with  any registration  of transfer or  exchange of Notes,  other than exchanges
pursuant to Section 303, 304, 801, 906, 1108 or 1009 not involving any transfer.

    The Company shall not be required (i) to issue, register the transfer of  or
exchange  any Note during a period beginning  at the opening of business 15 days
before the selection of Notes  to be redeemed under  Section 1104 and ending  at
the  close of  business on  the day of  such mailing  of the  relevant notice of
redemption, or (ii) to register the transfer of or exchange any Note so selected
for redemption in whole or  in part, except the  unredeemed portion of any  Note
being redeemed in part.

    SECTION 306.  MUTILATED, DESTROYED, LOST AND STOLEN NOTES.

    If (i) any mutilated Note is surrendered to the Trustee, or (ii) the Company
and  the Trustee receive evidence to their satisfaction of the destruction, loss
or theft of any Note, and there is delivered to the Company and the Trustee such
security or indemnity as may be required by them to save each of them  harmless,
then,  in the absence of  actual notice to the Company  or the Trustee that such
Note has been acquired by a bona  fide purchaser, the Company shall execute  and
the  Trustee shall authenticate and deliver,  in exchange for any such mutilated
Note or in lieu of any such destroyed,  lost or stolen Note, a new Note of  like
tenor and principal amount, bearing a number not contemporaneously outstanding.

    In  case any such mutilated, destroyed, lost or stolen Note has become or is
about to become due and payable, the  Company in its discretion may, instead  of
issuing a new Note, pay such Note.

    Upon  the  issuance of  any new  Note  under this  Section, the  Company may
require the payment of a sum sufficient  to cover any tax or other  governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.

    Every  new Note issued  pursuant to this  Section in lieu  of any destroyed,
lost  or  stolen  Note  shall  constitute  an  original  additional  contractual
obligation  of the  Company and  the Subsidiary  Guarantors, whether  or not the
destroyed, lost or stolen Note shall be  at any time enforceable by anyone,  and
shall  be entitled to all benefits of this Indenture equally and proportionately
with any and all other Notes duly issued hereunder.

                                       30

    The provisions of  this Section  are exclusive  and shall  preclude (to  the
extent  lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Notes.

    SECTION 307.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

    Interest on  any Note  which is  payable,  and is  punctually paid  or  duly
provided  for, on any Interest Payment Date shall be paid to the Person in whose
name such Note (or one or more Predecessor Notes) is registered at the close  of
business on the Regular Record Date for such interest at the office or agency of
the  Company maintained  for such  purpose pursuant  to Section  1002; PROVIDED,
HOWEVER, that each installment of interest  may at the Company's option be  paid
by  (i) mailing a check for such interest,  payable to or upon the written order
of the Person entitled thereto pursuant to  Section 308, to the address of  such
Person  as it appears  in the Security  Register or (ii)  transfer to an account
maintained by the payee located in the United States.

    Any interest on any  Note which is  payable, but is  not punctually paid  or
duly  provided for,  on any  Interest Payment Date  shall forthwith  cease to be
payable to the Holder on the Regular  Record Date by virtue of having been  such
Holder,  and such defaulted interest and (to the extent lawful) interest on such
defaulted interest at the rate borne  by the Notes (such defaulted interest  and
interest thereon herein collectively called "Defaulted Interest") may be paid by
the  Company, at  its election in  each case, as  provided in clause  (1) or (2)
below:

         (1) The Company may elect to make payment of any Defaulted Interest  to
    the Persons in whose names the Notes (or their respective Predecessor Notes)
    are  registered at the  close of business  on a Special  Record Date for the
    payment of such Defaulted  Interest, which shall be  fixed in the  following
    manner.  The Company shall  notify the Trustee  in writing of  the amount of
    Defaulted Interest proposed  to be paid  on each  Note and the  date of  the
    proposed  payment, and at the  same time the Company  shall deposit with the
    Trustee an amount of money equal to the aggregate amount proposed to be paid
    in  respect  of   such  Defaulted  Interest   or  shall  make   arrangements
    satisfactory  to  the Trustee  for such  deposit  prior to  the date  of the
    proposed payment, such  money when  deposited to be  held in  trust for  the
    benefit of the Persons entitled to such Defaulted Interest as in this clause
    provided.  Thereupon the  Trustee shall  fix a  Special Record  Date for the
    payment of such Defaulted Interest which shall be not more than 15 days  and
    not less than 10 days prior to the date of the proposed payment and not less
    than  10 days after the receipt by the Trustee of the notice of the proposed
    payment. The  Trustee shall  promptly  notify the  Company of  such  Special
    Record  Date, and in the name and at the expense of the Company, shall cause
    notice of the proposed  payment of such Defaulted  Interest and the  Special
    Record  Date therefor to be given in the manner provided for in Section 106,
    not less than  10 days  prior to  such Special  Record Date.  Notice of  the
    proposed  payment of  such Defaulted  Interest and  the Special  Record Date
    therefor having been so given, such Defaulted Interest shall be paid to  the
    Persons in whose names the Notes (or their respective Predecessor Notes) are
    registered at the close of business on such Special Record Date and shall no
    longer be payable pursuant to the following clause (2).

         (2) The Company may make payment of any Defaulted Interest in any other
    lawful  manner  not inconsistent  with  the requirements  of  any securities
    exchange on which the

                                       31
    Notes may  be listed,  and  upon such  notice as  may  be required  by  such
    exchange,  if,  after notice  given by  the  Company to  the Trustee  of the
    proposed payment pursuant to  this clause, such manner  of payment shall  be
    deemed practicable by the Trustee.

    Subject  to the  foregoing provisions of  this Section,  each Note delivered
under this Indenture upon registration of transfer  of or in exchange for or  in
lieu  of any other Note  shall carry the rights  to interest accrued and unpaid,
and to accrue, which were carried by such other Note.

    SECTION 308.  PERSONS DEEMED OWNERS.

    Prior to the  due presentment of  a Note for  registration of transfer,  the
Company,  the Subsidiary Guarantors,  the Trustee and any  agent of the Company,
the Subsidiary Guarantors or the Trustee may treat the Person in whose name such
Note is  registered as  the owner  of such  Note for  the purpose  of  receiving
payment  of principal of (and premium, if  any, on) and (subject to Sections 305
and 307) interest on such Note and for all other purposes whatsoever, whether or
not such Note be overdue, and none of the Company, any Subsidiary Guarantor, the
Trustee or any  agent of the  Company, any Subsidiary  Guarantor or the  Trustee
shall be affected by notice to the contrary.

    SECTION 309.  CANCELLATION.

    All  Notes surrendered for payment,  redemption, registration of transfer or
exchange shall,  if  surrendered  to  any Person  other  than  the  Trustee,  be
delivered  to the Trustee and shall be promptly cancelled by it. The Company may
at any  time  deliver to  the  Trustee  for cancellation  any  Notes  previously
authenticated and delivered hereunder which the Company may have acquired in any
manner  whatsoever, and may deliver  to the Trustee (or  to any other Person for
delivery to the  Trustee) for  cancellation any  Notes previously  authenticated
hereunder  which the Company has not issued and sold, and all Notes so delivered
shall be promptly cancelled by the Trustee. If the Company shall so acquire  any
of  the Notes, however,  such acquisition shall  not operate as  a redemption or
satisfaction of the indebtedness represented by such Notes unless and until  the
same  are  surrendered  to  the  Trustee for  cancellation.  No  Notes  shall be
authenticated in lieu of or in exchange  for any Notes cancelled as provided  in
this  Section, except  as expressly permitted  by this  Indenture. All cancelled
Notes held by the Trustee shall be disposed of by the Trustee in accordance with
its customary procedures and  certification of their  disposal delivered to  the
Company unless by Company Order the Company shall direct that cancelled Notes be
returned to it.

    SECTION 310.  COMPUTATION OF INTEREST.

    Interest  on the Notes shall  be computed on the basis  of a 360-day year of
twelve 30-day months.

    SECTION 311.  CUSIP NUMBERS.

    The Company may use "CUSIP" numbers in issuing the Notes (if then  generally
in  use),  and, if  so,  the Trustee  shall use  "CUSIP"  numbers in  notices of
redemption as a convenience to Holders; PROVIDED, HOWEVER, that any such  notice
may  state that no representation is made  as to the correctness of such "CUSIP"
numbers either as printed on the Notes or as

                                       32
contained in any notice of a redemption and that reliance may be placed only  on
the  other identification numbers printed on  the Notes, and any such redemption
shall not be affected by any defect in or omission of such "CUSIP" numbers.

                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

    SECTION 401.  SATISFACTION AND DISCHARGE OF INDENTURE.

    This Indenture shall  upon Company  Request cease  to be  of further  effect
(except  as to surviving rights of registration of transfer or exchange of Notes
issued under this  Indenture) and the  Trustee, at the  expense of the  Company,
shall  execute proper  instruments acknowledging  satisfaction and  discharge of
this Indenture when

         (1) either

           (A) all  Notes theretofore  authenticated and  delivered (except  (i)
       lost,  stolen  or destroyed  Notes which  have been  replaced or  paid as
       provided in  Section 306  and (ii)  Notes for  whose payment  funds  have
       theretofore  been deposited in  trust by the Company  with the Trustee or
       any Paying  Agent or  segregated and  held in  trust by  the Company  and
       thereafter  repaid  to  the Company  or  discharged from  such  trust, as
       provided in  Section  1003)  have  been  delivered  to  the  Trustee  for
       cancellation; or

           (B)  all  such Notes  not theretofore  delivered  to the  Trustee for
       cancellation

                 (i) have become due and payable, or

                (ii) 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 the Trustee funds in an amount sufficient
       to  pay  and  discharge  the  entire  indebtedness  on  such  Notes   not
       theretofore  delivered to  the Trustee  for cancellation,  for principal,
       premium, if any, and interest to the date of such deposit;

         (2) the Company  or any Subsidiary  Guarantor has paid  all other  sums
    payable hereunder by the Company and any Subsidiary Guarantors; and

         (3)  the Company has delivered to  the Trustee an Officers' Certificate
    and an Opinion of Counsel, each stating that all conditions precedent herein
    provided for relating to  the satisfaction and  discharge of this  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,  this
    Indenture or any other material agreement or instrument to which the Company
    or any Subsidiary Guarantor is a party or by which it is bound.

    Notwithstanding  the  satisfaction  and  discharge  of  this  Indenture, the
obligations of the Company to the Trustee under Section 606 and, if money  shall
have  been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the  obligations of  the Trustee under  Section 402  and the  last
paragraph of Section 1003 shall survive.

                                       33

    SECTION 402.  APPLICATION OF TRUST MONEY.

    Subject  to the provisions of the last  paragraph of Section 1003, all money
deposited with the Trustee pursuant  to Section 401 shall  be held in trust  and
applied  by  it,  in  accordance  with the  provisions  of  the  Notes  and this
Indenture,  to  the  payment,  either  directly  or  through  any  Paying  Agent
(including  the  Company acting  as its  own  Paying Agent)  as the  Trustee may
determine, to the Persons  entitled thereto, of the  principal (and premium,  if
any)  and interest  for whose  payment such  money has  been deposited  with the
Trustee; but such money need  not be segregated from  other funds except to  the
extent required by law.

                                  ARTICLE FIVE
                                    REMEDIES

    SECTION 501.  EVENTS OF DEFAULT.

    "Event  of Default",  wherever used herein,  means any one  of the following
events (whatever the reason for  such Event of Default  and whether it shall  be
voluntary  or involuntary or be effected by  operation of law or pursuant to any
judgment, decree or order of any court  or any order, rule or regulation of  any
administrative or governmental body):

         (1)  default in the  payment of any  interest on any  Note issued under
    this Indenture when such interest  becomes due and payable, and  continuance
    of such default for a period of 60 days; or

         (2) default in the payment of the principal of (or premium, if any, on)
    any Note at its Stated Maturity; or

         (3)  (A)  default in  the performance,  or breach,  of any  covenant or
    agreement of the Company  or any Subsidiary  Guarantor under this  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  (1) and  (2) or clauses  (B) and (C)  of this clause  (3), and such
    default or  breach shall  continue for  a period  of 60  days after  written
    notice  has been given, by certified mail, (x) to the Company by the Trustee
    or (y) to  the Company and  the Trustee by  the Holders of  at least 25%  in
    principal amount of the Outstanding Notes [specifying such default or breach
    and requiring it to be remedied and stating that such notice is a "Notice of
    Default"  hereunder];  (B)  default  in the  performance  or  breach  of the
    provisions in Section 801; or (C) the  Company shall have failed to make  or
    consummate  a Change of  Control Offer in accordance  with the provisions of
    Section 1009; or

         (4) (A)  there  shall have  occurred  any  default in  the  payment  of
    principal  of any  Indebtedness under any  agreements, indentures (including
    any such  default under  the Floating  Rate Note  Indenture) or  instruments
    under  which  the  Company  or  any  Subsidiary  of  the  Company  then  has
    outstanding Indebtedness  in  excess of  $50,000,000,  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 (4) shall have  occurred
    and  the  Indebtedness  thereunder,  if not  already  matured  at  its final
    maturity   in    accordance    with    its   terms,    shall    have    been

                                       34
    accelerated or otherwise declared due and payable, or required to be prepaid
    or  repurchased  (other than  by  regularly scheduled  required prepayment),
    prior to the stated maturity thereof; or

         (5) any Person entitled  to take the actions  described in this  clause
    (5),  after the occurrence of any event of default on Indebtedness in excess
    of $50,000,000 in  the aggregate  of the  Company or  any Subsidiary,  shall
    notify  the 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 any  agreement  or instrument  evidencing  any such  Indebtedness  or  in
    accordance with applicable law; or

         (6)  any Note Guarantee  of any Significant  Subsidiary individually or
    any other Subsidiaries if such  Subsidiaries in the aggregate represent  15%
    of the assets of the Company 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  this
    Indenture; or

         (7)  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 an aggregate amount, entered
    against the Company or any Subsidiary or any of their respective  properties
    which  is not discharged and either (i) any creditor shall have commenced an
    enforcement proceeding upon  such judgment,  order or decree  or (ii)  there
    shall  have been  a period  of 60  consecutive days  during which  a stay of
    enforcement of  such judgment  or  order, by  reason  of pending  appeal  or
    otherwise, shall not be in effect; or

         (8)  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

         (9)  (A) the commencement by the  Company or any Significant Subsidiary
    of 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

                                       35
    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
    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 (9).

    SECTION 502.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

    If  an Event of Default (other than an Event of Default specified in Section
501(8) or 501(9)) shall occur and be continuing, then and in every such case the
Trustee, by notice to the Company, or  the Holders of at least 25% in  aggregate
principal  amount of  the Notes Outstanding  may declare all  amounts payable in
respect of such Notes to be due and payable immediately, by a notice in  writing
to  the Company and to  the Trustee, and upon  any such declaration such amounts
shall become immediately due  and payable. If an  Event of Default specified  in
Section  501(8) or 501(9) occurs and is  continuing, then all amounts payable in
respect of such Notes shall IPSO FACTO become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder.

    At any time after a declaration of  acceleration has been made and before  a
judgment or decree for payment of the money due has been obtained by the Trustee
as  hereinafter in this Article provided, the Holders of a majority in aggregate
principal amount of the Notes Outstanding, by written notice to the Company  and
the Trustee, may rescind or annul such declaration if

         (1) the Company has paid or deposited with the Trustee a sum sufficient
    to pay

           (A)  all  sums paid  or  advanced by  the  Trustee hereunder  and the
       reasonable compensation,  expenses,  disbursements and  advances  of  the
       Trustee, its agents and counsel,

           (B) all overdue interest on all Outstanding Notes, and

           (C)  to the extent that payment  of such interest is lawful, interest
       upon overdue interest at the rate borne by the Notes; and

         (2) 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 as provided in Section 513.

    The Holders of a majority in aggregate principal amount of Notes Outstanding
may,  on behalf  of any  Holder, waive  any past  defaults under  this Indenture
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 such Holder.

                                       36

No such  rescission shall  affect any  subsequent default  or impair  any  right
consequent thereon.

    SECTION 503.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.

    The Company covenants that if

         (a)  default is made in  the payment of any  installment of interest on
    any Note  when  such interest  becomes  due  and payable  and  such  default
    continues for a period of 30 days, or

         (b)  default is made in the payment of the principal of (or premium, if
    any, on) any Note at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to the Trustee for the benefit
of the Holders  of such Notes,  the whole amount  then due and  payable on  such
Notes  for principal  (and premium,  if any) and  interest, and  interest on any
overdue principal (and premium, if any) and, to the extent that payment of  such
interest shall be legally enforceable, upon any overdue installment of interest,
at the rate borne by the Notes, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable  compensation, expenses,  disbursements and advances  of the Trustee,
its agents and counsel.

    If the Company  fails to pay  such amounts forthwith  upon such demand,  the
Trustee,  in  its own  name  as trustee  of an  express  trust, may  institute a
judicial proceeding  for the  collection of  the  sums so  due and  unpaid,  may
prosecute  such proceeding to judgment or final  decree and may enforce the same
against the Company or any other obligor  upon the Notes and collect the  moneys
adjudged  or decreed  to be  payable in the  manner provided  by law  out of the
property of the Company or any other obligor upon the Notes, wherever situated.

    If an Event  of Default occurs  and is  continuing, the Trustee  may in  its
discretion  proceed to  protect and  enforce its  rights and  the rights  of the
Holders by such appropriate judicial proceedings as the Trustee shall deem  most
effectual  to  protect and  enforce any  such rights,  whether for  the specific
enforcement of any  covenant or agreement  in this  Indenture or in  aid of  the
exercise of any power granted herein, or to enforce any other proper remedy.

    SECTION 504.  TRUSTEE MAY FILE PROOFS OF CLAIM.

    In  case  of  the  pendency of  any  receivership,  insolvency, liquidation,
bankruptcy,  reorganization,  arrangement,  adjustment,  composition  or   other
judicial  proceeding relative to the Company or any other obligor upon the Notes
or the property of the Company or of such other obligor or their creditors,  the
Trustee  (irrespective of whether the  principal of the Notes  shall then be due
and payable as therein expressed or by declaration or otherwise and irrespective
of whether the Trustee shall have made any demand on the Company for the payment
of overdue  principal, premium,  if  any, or  interest)  shall be  entitled  and
empowered, by intervention in such proceeding or otherwise,

         (i)  to file and prove  a claim for the  whole amount of principal (and
    premium, if any) and interest owing and  unpaid in respect of the Notes  and
    to  file such other papers or documents  as may be necessary or advisable in
    order to have the claims of the Trustee

                                       37
    (including  any   claim   for   the   reasonable   compensation,   expenses,
    disbursements  and advances of  the Trustee, its agents  and counsel) and of
    the Holders allowed in such judicial proceeding, and

        (ii) to collect  and receive  any moneys  or other  property payable  or
    deliverable on any such claims and to distribute the same;

and  any  custodian, receiver,  assignee,  trustee, liquidator,  sequestrator or
similar official in any  such judicial proceeding is  hereby authorized by  each
Holder  to make such payments to the Trustee  and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee  any  amount   due  it  for   the  reasonable  compensation,   expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 606.

    Nothing  herein  contained  shall  be deemed  to  authorize  the  Trustee to
authorize or consent to or accept or adopt  on behalf of any Holder any plan  of
reorganization,  arrangement, adjustment  or composition affecting  the Notes or
the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding.

    SECTION 505.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF NOTES.

    All rights of action  and claims under  this Indenture or  the Notes may  be
prosecuted  and enforced  by the  Trustee without the  possession of  any of the
Notes or the production thereof in any proceeding relating thereto, and any such
proceeding instituted by the  Trustee shall be  brought in its  own name and  as
trustee of an express trust, and any recovery of judgment shall, after provision
for  the  payment of  the reasonable  compensation, expenses,  disbursements and
advances of the Trustee, its agents and  counsel, be for the ratable benefit  of
the Holders of the Notes in respect of which such judgment has been recovered.

    SECTION 506.  APPLICATION OF MONEY COLLECTED.

    Any money collected by the Trustee pursuant to this Article shall be applied
in  the following order, at the date or  dates fixed by the Trustee and, in case
of the distribution of such money on  account of principal (or premium, if  any)
or  interest, upon  presentation of  the Notes and  the notation  thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

        FIRST: To the payment of all amounts due the Trustee under Section 606;

        SECOND: To the payment of the amounts then due and unpaid for  principal
    of  (and premium, if any, on,) and interest on the Notes in respect of which
    or for the benefit of which such money has been collected, ratably,  without
    preference or priority of any kind, according to the amounts due and payable
    on   such  Notes  for   principal  (and  premium,   if  any)  and  interest,
    respectively; and

        THIRD: The balance, if any, to the Person or Persons entitled thereto.

    SECTION 507.  LIMITATION ON SUITS.

    No Holder of  any Notes shall  have any right  to institute any  proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless

                                       38

         (1) such Holder has previously given written notice to the Trustee of a
    continuing Event of Default;

         (2)  the  Holders of  not  less than  25%  in principal  amount  of the
    Outstanding Notes  shall  have  made  written  request  to  the  Trustee  to
    institute proceedings in respect of such Event of Default in its own name as
    Trustee hereunder;

         (3)  such  Holder  or Holders  have  offered to  the  Trustee indemnity
    reasonably satisfactory  to  the Trustee  against  the costs,  expenses  and
    liabilities to be incurred in compliance with such request;

         (4)  the Trustee for 60 days after  its receipt of such notice, request
    and offer of indemnity has failed to institute any such proceeding; and

         (5) no direction inconsistent with such written request has been  given
    to  the Trustee during  such 60-day period  by the Holders  of a majority or
    more in principal amount of the Outstanding Notes;

it being understood  and intended that  no one  or more Holders  shall have  any
right  in any manner whatever by virtue of,  or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other  Holders,
or  to obtain or to seek to obtain priority or preference over any other Holders
or to  enforce any  right under  this  Indenture, except  in the  manner  herein
provided and for the equal and ratable benefit of all the Holders.

    SECTION 508.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM
                  AND INTEREST.

    Notwithstanding  any other  provision in this  Indenture, the  Holder of any
Note shall  have the  right, which  is absolute  and unconditional,  to  receive
payment,  as provided herein (including, if applicable, Article Thirteen) and in
such Note, of the principal of (and premium, if any, on) and (subject to Section
307) interest on,  such Note on  the respective Stated  Maturities expressed  in
such  Note  (or, in  the  case of  redemption, on  the  Redemption Date)  and to
institute suit for the  enforcement of any such  payment, and such rights  shall
not be impaired without the consent of such Holder.

    SECTION 509.  RESTORATION OF RIGHTS AND REMEDIES.

    If  the Trustee or any  Holder has instituted any  proceeding to enforce any
right or remedy under this Indenture  and such proceeding has been  discontinued
or  abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then  and in every  such case, subject  to any determination  in
such  proceeding, the  Company, the Subsidiary  Guarantors, the  Trustee and the
Holders shall be restored severally  and respectively to their former  positions
hereunder  and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.

    SECTION 510.  RIGHTS AND REMEDIES CUMULATIVE.

    Except as otherwise provided with respect  to the replacement or payment  of
mutilated, destroyed, lost or stolen Notes in the last paragraph of Section 306,
no  right or remedy herein  conferred upon or reserved to  the Trustee or to the
Holders is intended  to be exclusive  of any  other right or  remedy, and  every
right  and remedy shall,  to the extent  permitted by law,  be cumulative and in
addition  to  every  other   right  and  remedy  given   hereunder  or  now   or

                                       39
hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

    SECTION 511.  DELAY OR OMISSION NOT WAIVER.

    No delay or omission of the Trustee or of any Holder of any Note to exercise
any  right or remedy  accruing upon any  Event of Default  shall impair any such
right or  remedy or  constitute a  waiver of  any such  Event of  Default or  an
acquiescence  therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be  exercised from time to time, and as  often
as  may be deemed expedient, by  the Trustee or by the  Holders, as the case may
be.

    SECTION 512.  CONTROL BY HOLDERS.

    The Holders  of  not  less  than  a majority  in  principal  amount  of  the
Outstanding  Notes shall have the right to  direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, PROVIDED that

         (1) such direction shall  not be in  conflict with any  rule of law  or
    with this Indenture,

         (2)  the Trustee may take any other action deemed proper by the Trustee
    which is not inconsistent with such direction, and

         (3) the Trustee  need not  take any action  which might  involve it  in
    personal liability or be unjustly prejudicial to the Holders not consenting.

    SECTION 513.  WAIVER OF PAST DEFAULTS.

    The  Holders  of  not  less  than a  majority  in  principal  amount  of the
Outstanding Notes may on behalf of the  Holders of all the Notes waive any  past
default hereunder and its consequences, except a default

         (1)  in respect of the payment of the principal of (or premium, if any,
    on) or interest on any Note, or

         (2) in respect of  a covenant or provision  hereof which under  Article
    Nine cannot be modified or amended without the consent of the Holder of each
    Outstanding Note affected.

    Upon  any such waiver, such  default shall cease to  exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every  purpose
of  this Indenture; but no  such waiver shall extend  to any subsequent or other
default or Event of Default or impair any right consequent thereon.

    SECTION 514.  WAIVER OF STAY OR EXTENSION LAWS.

    Each of the Company and the  Subsidiary Guarantors covenants (to the  extent
that  it may lawfully do so) that it will not at any time insist upon, or plead,
or in any manner whatsoever claim or take the benefit or advantage of, any  stay
or  extension law wherever enacted, now or at any time hereafter in force, which
may affect the covenants or the performance  of this Indenture; and each of  the
Company and the Subsidiary Guarantors (to

                                       40
the  extent that it may  lawfully do so) hereby  expressly waives all benefit or
advantage of any such law and covenants that it will not hinder, delay or impede
the execution of any power  herein granted to the  Trustee, but will suffer  and
permit the execution of every such power as though no such law had been enacted.

    SECTION 515.  NOTICE OF DEFAULTS.

    Within  ten days after the occurrence  of any Default hereunder, the Company
shall transmit in the manner and to  the extent provided in TIA Section  313(c),
notice  to the  Trustee of such  Default hereunder  known to the  Company or any
Subsidiary Guarantor, unless such Default shall have been cured or waived.

                                  ARTICLE SIX
                                  THE TRUSTEE

    SECTION 601.  NOTICE OF DEFAULTS.

    Within 90 days after  the occurrence of any  Default hereunder, the  Trustee
shall  transmit in the manner and to  the extent provided in TIA Section 313(c),
notice of such Default hereunder known to the Trustee, unless such Default shall
have been cured  or waived; PROVIDED,  HOWEVER, that,  except in the  case of  a
Default  in the payment of the principal of (or premium, if any, on) or interest
on any Note, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee  of
directors  and/or Responsible Officers  of the Trustee  in good faith determines
that the withholding  of such  notice is  in the  interest of  the Holders;  and
PROVIDED  FURTHER that in the case of  any Default of the character specified in
Section 501(3) no such notice to Holders shall be given until at least [30] days
after the occurrence thereof.

    SECTION 602.  CERTAIN RIGHTS OF TRUSTEE.

    Subject to the provisions of TIA Sections 315(a) through 315(d):

         (1) the Trustee may rely and shall be protected in acting or refraining
    from  acting  upon  any  resolution,  certificate,  statement,   instrument,
    opinion,   report,  notice,   request,  direction,   consent,  order,  bond,
    debenture, note, other evidence of  indebtedness or other paper or  document
    believed  by it to  be genuine and to  have been signed  or presented by the
    proper party or parties;

         (2) any request or direction of  the Company mentioned herein shall  be
    sufficiently  evidenced  by  a  Company Request  or  Company  Order  and any
    resolution of the  Board of  Directors may  be sufficiently  evidenced by  a
    Board Resolution;

         (3)  whenever in the administration of this Indenture the Trustee shall
    deem it desirable that  a matter be proved  or established prior to  taking,
    suffering  or  omitting  any  action hereunder,  the  Trustee  (unless other
    evidence be herein specifically prescribed) may, in the absence of bad faith
    on its part, rely upon an Officers' Certificate;

         (4) the Trustee may consult with counsel and the written advice of such
    counsel or any Opinion of Counsel  shall be full and complete  authorization
    and  protection in respect  of any action  taken, suffered or  omitted by it
    hereunder in good faith and in reliance thereon;

                                       41

         (5) the Trustee  shall be under  no obligation to  exercise any of  the
    rights  or powers vested in it by this Indenture at the request or direction
    of any of the Holders pursuant to this Indenture, unless such Holders  shall
    have offered to the Trustee security or indemnity reasonably satisfactory to
    the  Trustee  against the  costs, expenses  and  liabilities which  might be
    incurred by it in compliance with such request or direction;

         (6) the Trustee shall not be  bound to make any investigation into  the
    facts   or  matters  stated  in   any  resolution,  certificate,  statement,
    instrument, opinion,  report, notice,  request, direction,  consent,  order,
    bond,  debenture, note,  other evidence  of indebtedness  or other  paper or
    document, but the Trustee, in its discretion, may make such further  inquiry
    or  investigation into such facts or matters as  it may see fit, and, if the
    Trustee shall determine to  make such further  inquiry or investigation,  it
    shall  be entitled at all reasonable times to examine the books, records and
    premises of  the Company  and the  Subsidiary Guarantors,  personally or  by
    agent or attorney;

         (7)  the Trustee may execute  any of the trusts  or powers hereunder or
    perform any duties  hereunder either  directly or  by or  through agents  or
    attorneys  and the  Trustee shall not  be responsible for  any misconduct or
    negligence on the part of any agent  or attorney appointed with due care  by
    it hereunder; and

         (8)  the Trustee shall not be liable  for any action taken, suffered or
    omitted by it in good  faith and believed by it  to be authorized or  within
    the discretion or rights or powers conferred upon it by this Indenture.

    The  Trustee  shall not  be  required to  expend or  risk  its own  funds or
otherwise incur any financial liability in the performance of any of its  duties
hereunder,  or in the exercise of  any of its rights or  powers if it shall have
reasonable grounds  for  believing that  repayment  of such  funds  or  adequate
indemnity against such risk or liability is not reasonably assured to it.

    SECTION 603.  TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF NOTES.

    The  recitals contained  herein and in  the Notes, except  for the Trustee's
certificates of authentication, shall be taken as the statements of the  Company
or  the Subsidiary  Guarantors, and  the Trustee  assumes no  responsibility for
their correctness. The Trustee  makes no representations as  to the validity  or
sufficiency  of  this  Indenture  or  of  the  Notes,  except  that  the Trustee
represents that it  is duly authorized  to execute and  deliver this  Indenture,
authenticate  the  Notes  and perform  its  obligations hereunder  and  that the
statements made by it in a Statement of Eligibility of Form T-1 supplied to  the
Company  are true and accurate, subject to the qualifications set forth therein.
The Trustee shall not be accountable for  the use or application by the  Company
of Notes or the proceeds thereof.

    SECTION 604.  MAY HOLD NOTES.

    The  Trustee, any Paying Agent, any Security Registrar or any other agent of
the Company or  of the Trustee,  in its  individual or any  other capacity,  may
become  the owner or  pledgee of Notes  and, subject to  TIA Sections 310(b) and
311, may otherwise deal with the  Company and any Subsidiary Guarantor with  the
same  rights  it would  have  if it  were  not Trustee,  Paying  Agent, Security
Registrar or such other agent.

                                       42

    SECTION 605.  MONEY HELD IN TRUST.

    Cash in United  States dollars or  U.S. Government Obligations  held by  the
Trustee in trust hereunder need not be segregated from other funds except to the
extent  required by law. The Trustee shall be under no liability for interest on
any such cash or U.S. Government Obligations received by it hereunder except  as
otherwise agreed in writing with the Company or any Subsidiary Guarantor.

    SECTION 606.  COMPENSATION AND REIMBURSEMENT.

    The Company [and the Subsidiary Guarantors jointly and severally] agree:

         (1) to pay to the Trustee from time to time reasonable compensation for
    all  services  rendered by  it hereunder  (which  compensation shall  not be
    limited by any provision of law in  regard to the compensation of a  trustee
    of an express trust);

         (2)  except as  otherwise expressly  provided herein,  to reimburse the
    Trustee upon  its request  for all  reasonable expenses,  disbursements  and
    advances incurred or made by the Trustee in accordance with any provision of
    this  Indenture (including the reasonable  compensation and the expenses and
    disbursements  of  its  agents  and  counsel),  except  any  such   expense,
    disbursement  or advance  as may  be attributable  to its  negligence or bad
    faith; and

         (3) to indemnify the Trustee for, and to hold it harmless against,  any
    loss,  liability or expense incurred without  negligence or bad faith on its
    part, arising out of or in connection with the acceptance, administration or
    enforcement of this  trust, including  the costs and  expenses of  defending
    itself  against any  claim or liability  in connection with  the exercise or
    performance of any of its powers or duties hereunder.

    The obligations of the Company under this Section to compensate the Trustee,
to pay or reimburse the Trustee for expenses, disbursements and advances and  to
indemnify  and hold harmless the Trustee shall constitute indebtedness and shall
survive the satisfaction and  discharge of this Indenture.  As security for  the
performance  of such obligations of the Company [and the Subsidiary Guarantors],
the Trustee shall have a  claim prior to the Notes  upon all property and  funds
held  or collected by  the Trustee as such,  except funds held  in trust for the
payment of principal  of (and  premium, if any,  on) or  interest on  particular
Notes.

    SECTION 607.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

    There  shall at all times be a  Trustee hereunder which shall be eligible to
act as Trustee under TIA Section 310(a)(1) and shall have a combined capital and
surplus of  at  least $50,000,000.  If  such corporation  publishes  reports  of
condition  at least annually, pursuant to law or to the requirements of federal,
state, territorial or District of  Columbia supervising or examining  authority,
then  for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set  forth
in  its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article.

                                       43

    SECTION 608.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

     (a) No  resignation or  removal of  the  Trustee and  no appointment  of  a
successor  Trustee pursuant  to this  Article shall  become effective  until the
acceptance of  appointment  by the  successor  Trustee in  accordance  with  the
applicable requirements of Section 609.

     (b)  The Trustee may resign at any time by giving written notice thereof to
the Company  addressed to  the Company  and the  Subsidiary Guarantors.  If  the
instrument  of acceptance by  a successor Trustee required  by Section 609 shall
not have been delivered to the Trustee  within 30 days after the giving of  such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

     (c)  The Trustee may  be removed at any  time by Act of  the Holders of not
less than a majority in principal amount of the Outstanding Notes, delivered  to
the  Trustee and  to the  Company addressed  to the  Company and  the Subsidiary
Guarantors.

     (d) If at any time:

         (1) the Trustee shall fail to comply with the provisions of TIA Section
    310(b) after  written  request  therefor  by  the  Company,  any  Subsidiary
    Guarantor  or by any Holder who has been a bona fide Holder of a Note for at
    least six months, or

         (2) the Trustee shall cease to be eligible under Section 607 and  shall
    fail to resign after written request therefor by the Company, any Subsidiary
    Guarantor  or by any Holder who has been a bona fide Holder of a Note for at
    least six months, or

         (3) the Trustee shall become incapable of acting or shall be adjudged a
    bankrupt or insolvent or a receiver of the Trustee or of its property  shall
    be  appointed or  any public  officer shall  take charge  or control  of the
    Trustee or of  its property or  affairs for the  purpose of  rehabilitation,
    conservation or liquidation,

then,  in any such case, (i) the Company,  by a Board Resolution, may remove the
Trustee, or (ii) subject to TIA Section  315(e), any Holder who has been a  bona
fide  Holder of a Note for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for  the
removal of the Trustee and the appointment of a successor Trustee.

     (e)  If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, the Company,
by a Board Resolution,  shall promptly appoint a  successor Trustee. If,  within
one  year after such resignation, removal  or incapability, or the occurrence of
such vacancy, a successor Trustee shall be appointed by Act of the Holders of  a
majority  in principal amount of the Outstanding Notes delivered to the Company,
the Subsidiary Guarantors  and the  retiring Trustee, the  successor Trustee  so
appointed  shall, forthwith upon its acceptance  of such appointment, become the
successor Trustee and supersede the successor Trustee appointed by the  Company.
If  no successor  Trustee shall  have been  so appointed  by the  Company or the
Holders and accepted appointment in the manner hereinafter provided, any  Holder
who has been a bona fide Holder of a Note for at least six months may, on behalf
of  himself and all  others similarly situated, petition  any court of competent
jurisdiction for the appointment of a successor Trustee.

                                       44

     (f) The Company shall give notice  of each resignation and each removal  of
the  Trustee and each appointment of a successor Trustee to the Holders of Notes
in the manner provided for in Section 106. Each notice shall include the name of
the successor Trustee and the address of its Corporate Trust Office.

    SECTION 609.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

    Every successor Trustee appointed  hereunder shall execute, acknowledge  and
deliver  to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the  resignation or removal  of the retiring  Trustee
shall become effective and such successor Trustee, without any further act, deed
or  conveyance,  shall become  vested with  all the  rights, powers,  trusts and
duties of the retiring Trustee; but, on request of the Company or the  successor
Trustee,  such retiring Trustee shall, upon  payment of its charges, execute and
deliver an instrument  transferring to  such successor Trustee  all the  rights,
powers  and trusts of the  retiring Trustee and shall  duly assign, transfer and
deliver to such successor Trustee all  property and money held by such  retiring
Trustee hereunder. Upon request of any such successor Trustee, the Company shall
execute  any and  all instruments  for more fully  and certainly  vesting in and
confirming to such successor Trustee all such rights, powers and trusts.

    No successor Trustee shall accept its appointment unless at the time of such
acceptance such successor  Trustee shall  be qualified and  eligible under  this
Article.

    SECTION 610.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

    Any  corporation into which the  Trustee may be merged  or converted or with
which it may  be consolidated,  or any  corporation resulting  from any  merger,
conversion  or  consolidation to  which the  Trustee  shall be  a party,  or any
corporation succeeding  to  all or  substantially  all of  the  corporate  trust
business  of  the Trustee,  shall  be the  successor  of the  Trustee hereunder,
PROVIDED such corporation shall be  otherwise qualified and eligible under  this
Article,  without the execution or filing of any paper or any further act on the
part of  any  of  the  parties  hereto.  In  case  any  Notes  shall  have  been
authenticated,  but not delivered, by the  Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may  adopt
such  authentication and deliver the Notes so authenticated with the same effect
as if such successor Trustee had itself authenticated such Notes; and in case at
that time any  of the  Notes shall not  have been  authenticated, any  successor
Trustee  may  authenticate such  Notes  either in  the  name of  any predecessor
hereunder or in the name  of the successor Trustee; and  in all such cases  such
certificates  shall have the full force which it  is anywhere in the Notes or in
this Indenture  provided  that  the  certificate  of  the  Trustee  shall  have;
PROVIDED,  HOWEVER, that the right to adopt the certificate of authentication of
any predecessor Trustee or to authenticate Notes in the name of any  predecessor
Trustee shall apply only to its successor or successors by merger, conversion or
consolidation.

                                       45

                                 ARTICLE SEVEN

    HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY AND SUBSIDIARY GUARANTORS

    SECTION 701.  DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS.

    Every  Holder of Notes, by  receiving and holding the  same, agrees with the
Company and the Trustee that none of the Company or the Trustee or any agent  of
either of them shall be held accountable by reason of the disclosure of any such
information  as to the names and addresses of the Holders in accordance with TIA
Section 312, regardless of the source  from which such information was  derived,
and  that the  Trustee shall not  be held  accountable by reason  of mailing any
material pursuant to a request made under TIA Section 312(b).

    SECTION 702.  REPORTS BY TRUSTEE.

    Within 60 days after [May  15] of each year  commencing with the first  [May
15]  after  the first  issuance  of Notes,  the  Trustee shall  transmit  to the
Holders, in the manner and to the extent provided in TIA Section 313(c), a brief
report dated as of such [May 15] if required by TIA Section 313(a).

    SECTION 703.  REPORTS BY COMPANY AND SUBSIDIARY GUARANTORS.

    The Company and each of the Subsidiary Guarantors shall:

        (1) file with  the Trustee,  within 15 days  after the  Company or  such
    Subsidiary  Guarantor  is required  to file  the  same with  the Commission,
    copies of the  annual reports and  of the information,  documents and  other
    reports  (or  copies  of  such  portions of  any  of  the  foregoing  as the
    Commission may from time to time  by rules and regulations prescribe)  which
    the  Company or such Subsidiary  Guarantor may be required  to file with the
    Commission pursuant to Section 13 or Section 15(d) of the Exchange Act;  or,
    if  the Company or any of the  Subsidiary Guarantors is not required to file
    information, documents or reports pursuant to either of said Sections,  then
    they  shall file  with the  Trustee and  the Commission,  in accordance with
    rules and regulations prescribed from time  to time by the Commission,  such
    of  the supplementary and periodic  information, documents and reports which
    may be required pursuant to Section 13  of the Exchange Act in respect of  a
    security  listed and registered on a  national securities exchange as may be
    prescribed from time to time in such rules and regulations;

        (2) file with the Trustee and  the Commission, in accordance with  rules
    and  regulations  prescribed  from  time to  time  by  the  Commission, such
    additional information, documents and reports with respect to compliance  by
    the  Company with the conditions  and covenants of this  Indenture as may be
    required from time to time by such rules and regulations; and

        (3) transmit by mail  to all Holders,  in the manner  and to the  extent
    provided in TIA Section 313(c), within 30 days after the filing thereof with
    the  Trustee,  such  summaries  of any  information,  documents  and reports
    required to be filed by  the Company pursuant to  paragraphs (1) and (2)  of
    this  Section as  may be required  by rules and  regulations prescribed from
    time to time by the Commission.

                                       46

                                 ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

    SECTION 801.  COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

    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, 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:

        (1) 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")

                 (i)  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

                (ii)  shall,  in any  case,  expressly assume,  by  a supplement
            indenture,  executed  and   delivered  to  the   Trustee,  in   form
            satisfactory  to the Trustee, all of  the obligations of the Company
            under the Notes and this Indenture, and this Indenture shall  remain
            in full force and effect;

        (2)  immediately  before and  immediately  after giving  effect  to such
    transaction on  a  PRO FORMA  basis  (and treating  any  Indebtedness  which
    becomes  an  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;

        (3) 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 this Indenture) could  incur $1.00 of additional  Indebtedness
    (other than Permitted Indebtedness) under the provisions of Section 1010;

        (4)  each  Subsidiary Guarantor,  unless it  is the  other party  to the
    transactions described above, shall have, by supplemental indenture to  this
    Indenture, confirmed that its respective Note Guarantees with respect to the
    Notes  shall apply to such Person's obligations under this Indenture and the
    Notes;

                                       47

        (5) if any property or assets of the Company or any of its  Subsidiaries
    would  thereupon become subject to any  Lien, the provisions of Section 1012
    are complied with; and

        (6) the Company shall have delivered, or caused to be delivered, to  the
    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,  if a  supplemental indenture is
    required in connection with  such transaction, such supplemental  indenture,
    comply  with this Article and that  all conditions precedent herein provided
    for relating to such transaction have been complied with.

    SECTION 802.  SUCCESSOR SUBSTITUTED.

    Upon any  consolidation,  merger, sale,  assignment,  conveyance,  transfer,
lease  or other transaction described in,  and complying with the provisions of,
Section 801  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 this
Indenture 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 (premium, if any) and interest on the Notes.

    SECTION 803.  NOTES TO BE SECURED IN CERTAIN EVENTS.

    If, upon any such consolidation of the Company with or merger of the Company
into any other  corporation, or upon  any conveyance, lease  or transfer of  the
property  of the Company substantially  as an entirety to  any other Person, any
property or assets of  the Company would thereupon  become subject to any  Lien,
then  unless such Lien could be created pursuant to Section 1012 without equally
and ratably securing  the Notes, the  Company, prior to  or simultaneously  with
such  consolidation,  merger, conveyance,  lease or  transfer,  will as  to such
property or assets, secure the Notes Outstanding (together with, if the  Company
shall  so  determine  any other  Indebtedness  of  the Company  now  existing or
hereinafter created which is not subordinate  in right of payment to the  Notes)
equally  and  ratably  with  (or  prior to)  the  Indebtedness  which  upon such
consolidation, merger, conveyance, lease or transfer is to become secured as  to
such property or assets by such Lien, or will cause such Notes to be so secured.

                                  ARTICLE NINE

                            SUPPLEMENTAL INDENTURES

    SECTION 901.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

    Without  the consent of any Holders, the Company, the Subsidiary Guarantors,
when authorized by a  Board Resolution, and  the Trustee, at  any time and  from
time to time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

        (1)  to evidence the succession of another Person to the Company and the
    assumption by any such successor of  the covenants of the Company  contained
    herein and in the Notes; or

                                       48

        (2)  to  add to  the covenants  of the  Company for  the benefit  of the
    Holders or  to  surrender any  right  or  power herein  conferred  upon  the
    Company; or

        (3) to add any additional Events of Default; or

        (4)  to evidence and provide for the acceptance of appointment hereunder
    by a successor Trustee pursuant to the requirements of Section 609; or

        (5) to cure any ambiguity, to correct or supplement any provision herein
    which may be inconsistent  with any other provision  herein, or to make  any
    other  provisions with  respect to matters  or questions  arising under this
    Indenture;  PROVIDED  that  such  action  shall  not  adversely  affect  the
    interests of the Holders in any material respect;

        (6) to add new Subsidiary Guarantors pursuant to Section 1013;

        (7)  to secure the Notes pursuant to  the requirements of Section 803 or
    otherwise; or

        (8) to comply with any requirements of the Commission in order to effect
    and maintain the qualification of  this Indenture under the Trust  Indenture
    Act.

    SECTION 902.  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

    With  the consent of  the Holders of  not less than  a majority in principal
amount of  the  Outstanding Notes,  by  Act of  said  Holders delivered  to  the
Company, the Subsidiary Guarantors and the Trustee, the Company, when authorized
by  a Board Resolution, the Subsidiary Guarantors and the Trustee may enter into
an indenture or  indentures supplemental hereto  for the purpose  of adding  any
provisions  to or changing in any manner or eliminating any of the provisions of
this Indenture or of  modifying in any  manner the rights  of the Holders  under
this  Indenture; PROVIDED, HOWEVER,  that no such  supplemental indenture shall,
without the consent of the Holder of each Outstanding Note affected thereby:

        (1) change the Stated Maturity of  the principal of, or any  installment
    of interest on, any Note, or reduce the principal amount thereof or the rate
    of  interest thereon or any premium  payable upon the redemption or purchase
    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  (or,
    in the case of redemption, on or after the Redemption Date), or

        (2)  reduce the percentage in principal amount of the Outstanding Notes,
    the  consent  of  whose  Holders  is  required  for  any  such  supplemental
    indenture,  or the consent  of whose Holders  is required for  any waiver of
    compliance with certain  provisions of  this Indenture  or certain  defaults
    hereunder and their consequences provided for in this Indenture, or

        (3)  modify any of  the provisions of  this Section or  Sections 513 and
    1015, except to  increase any  such percentage  or to  provide that  certain
    other  provisions of this Indenture cannot be modified or waived without the
    consent of the Holder of each Outstanding Note affected thereby.

    It shall not  be necessary  for any  Act of  Holders under  this Section  to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

                                       49

    SECTION 903.  EXECUTION OF SUPPLEMENTAL INDENTURES.

    (a)  In  executing,  or  accepting the  additional  trusts  created  by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to  receive,
and shall be fully protected in relying upon, an Opinion of Counsel stating that
the  execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not  be obligated to, enter into any  such
supplemental  indenture  which  affects  the  Trustees  own  rights,  duties  or
immunities under this Indenture or otherwise.

    (b)  Each   Subsidiary  Guarantor   shall  appoint   the  Company   as   its
attorney-in-fact to execute, on its behalf, any indenture supplemental hereto to
be entered into solely for the purpose specified in Section 9.01(6).

    SECTION 904.  EFFECT OF SUPPLEMENTAL INDENTURES.

    Upon  the execution of  any supplemental indenture  under this Article, this
Indenture shall  be  modified in  accordance  therewith, and  such  supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of  Notes theretofore or thereafter  authenticated and delivered hereunder shall
be bound thereby.

    SECTION 905.  CONFORMITY WITH TRUST INDENTURE ACT.

    Every supplemental indenture executed pursuant to the Article shall  conform
to the requirements of the Trust Indenture Act as then in effect.

    SECTION 906.  REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES.

    Notes  authenticated and delivered  after the execution  of any supplemental
indenture pursuant to this  Article may, and shall  if required by the  Trustee,
bear a notation in form approved by the Trustee as to any matter provided for in
such  supplemental indenture. If the Company and the Subsidiary Guarantors shall
so determine, new Notes so modified as to conform, in the opinion of the Trustee
and the  Company  and  the  Subsidiary  Guarantors,  to  any  such  supplemental
indenture  may  be  prepared and  executed  by  the Company  and  the Subsidiary
Guarantors and  authenticated  and delivered  by  the Trustee  in  exchange  for
Outstanding Notes.

    SECTION 907.  NOTICE OF SUPPLEMENTAL INDENTURES.

    Promptly  after  the  execution  by  the  Company  and  the  Trustee  of any
supplemental indenture pursuant to the provisions  of Sections 901 and 902,  the
Company  shall  give notice  thereof  to the  Holders  of each  Outstanding Note
affected, in the manner  provided for in Section  106, setting forth in  general
terms  the substance of such supplemental indenture; PROVIDED, HOWEVER, that the
Company shall  not be  required to  give notice  of any  indenture  supplemental
hereto entered into solely for the purpose specified in Section 9.01(6).

                                       50

                                  ARTICLE TEN

                                   COVENANTS

    SECTION 1001.  PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST.

    The Company covenants and agrees for the benefit of the Holders that it will
duly  and punctually pay the principal of (and premium, if any, on) and interest
on the Notes in accordance with the terms of the Notes and this Indenture.

    SECTION 1002.  MAINTENANCE OF OFFICE OR AGENCY.

    The Company will maintain in The City of New York, an office or agency where
Notes  may  be  presented  or  surrendered  for  payment,  where  Notes  may  be
surrendered  for  registration of  transfer or  exchange  and where  notices and
demands to or upon  the Company or  any Subsidiary Guarantor  in respect of  the
Notes  and  this Indenture  may be  served.  The Corporate  Trust Office  of the
Trustee shall be such office or agency of the Company, unless the Company  shall
designate  and maintain  some other  office or  agency for  one or  more of such
purposes. The Company  will give  prompt written notice  to the  Trustee of  any
change  in the location of any such office or agency. If at any time the Company
shall fail to  maintain any  such required  office or  agency or  shall fail  to
furnish  the Trustee with  the address thereof,  such presentations, surrenders,
notices and demands may be made or  served at the Corporate Trust Office of  the
Trustee,  and the Company and each  of the Subsidiary Guarantors hereby appoints
the Trustee as its agent to receive all such presentations, surrenders,  notices
and   demands.  Unless  otherwise  specified  with   respect  to  the  Notes  as
contemplated by Section 301, the Company hereby designates as a Place of Payment
for the Notes the office or agency  of the Trustee in the Borough of  Manhattan,
The City of New York, and initially appoints Texas Commerce Trust Company of New
York,  80 Broad Street, Suite 400, New York,  New York 10004, as Paying Agent to
receive all such presentations, surrenders, notices and demands.

    The Company may also from time to  time designate one or more other  offices
or  agencies (in  or outside of  The City  of New York)  where the  Notes may be
presented or surrendered for any or all such purposes and may from time to  time
rescind  any such  designation; PROVIDED, HOWEVER,  that no  such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in The City of New York for such purposes. The Company  will
give  prompt written notice to the Trustee of any such designation or rescission
and any change in the location of any such other office or agency.

    SECTION 1003.  MONEY FOR NOTE PAYMENTS TO BE HELD IN TRUST.

    If the Company shall at any time act as its own Paying Agent, it will, on or
before each due date of the principal  of (and premium, if any, on) or  interest
on  any of the Notes, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal (and premium, if any)  or
interest  so  becoming due  until such  sums shall  be paid  to such  Persons or
otherwise disposed of as herein provided and will promptly notify the Trustee of
its action or failure so to act.

    Whenever the Company shall have one or more Paying Agents for the Notes,  it
will,  on or before each due date of the principal of (and premium, if any, on),
or interest on, any Notes, deposit with  a Paying Agent a sum sufficient to  pay
the principal (and premium, if

                                       51
any)  or interest so becoming due, such sum  to be held in trust for the benefit
of the Persons entitled to such principal, premium or interest, and (unless such
Paying Agent is  the Trustee) the  Company will promptly  notify the Trustee  of
such action or any failure so to act.

    The Company will cause each Paying Agent (other than the Trustee) to execute
and  deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject  to the provisions of  this Section, that such  Paying
Agent will:

        (1)  hold all sums held  by it for the payment  of the principal of (and
    premium, if any, on) or  interest on Notes in trust  for the benefit of  the
    Persons  entitled thereto until such  sums shall be paid  to such Persons or
    otherwise disposed of as herein provided;

        (2) give the Trustee notice of any default by the Company (or any  other
    obligor  upon the  Notes) in  the making  of any  payment of  principal (and
    premium, if any) or interest; and

        (3) at any  time during the  continuance of any  such default, upon  the
    written  request of the  Trustee, forthwith pay  to the Trustee  all sums so
    held in trust by such Paying Agent.

    The Company may at any time,  for the purpose of obtaining the  satisfaction
and  discharge of this  Indenture or for  any other purpose,  pay, or by Company
Order direct any Paying Agent to pay, to  the Trustee all sums held in trust  by
the  Company or such Paying Agent, such sums  to be held by the Trustee upon the
same trusts as  those upon  which such  sums were held  by the  Company or  such
Paying  Agent; and, upon such  payment by any Paying  Agent to the Trustee, such
Paying Agent shall be released from  all further liability with respect to  such
sums.

    Any  money deposited with the  Trustee or any Paying  Agent, or then held by
the Company, in trust for the payment of the principal of (and premium, if  any,
on)  or interest on  any Note and  remaining unclaimed for  two years after such
principal (and premium, if any) or interest has become due and payable shall  be
paid  to the Company on Company Request, or  (if then held by the Company) shall
be discharged from such trust; and the Holder of such Note shall thereafter,  as
an unsecured general creditor, look only to the Company for payment thereof, and
all  liability of the  Trustee or such  Paying Agent with  respect to such trust
money, and all  liability of  the Company  as trustee  thereof, shall  thereupon
cease;  PROVIDED, HOWEVER, that  the Trustee or such  Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause  to
be published once, in a newspaper published in the English language, customarily
published  on each  Business Day  and of general  circulation in  the Borough of
Manhattan, The City of  New York, notice that  such money remains unclaimed  and
that,  after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

    SECTION 1004.  CORPORATE EXISTENCE.

    Subject to Article Eight, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect the corporate existence,
rights  (charter  and  statutory)  and  franchises  of  the  Company  and   each
Subsidiary;  PROVIDED,  HOWEVER,  that  the Company  shall  not  be  required to
preserve any such right or franchise if the Board of

                                       52
Directors shall determine that the  preservation thereof is no longer  desirable
in  the conduct of the  business of the Company and  its Subsidiaries as a whole
and that the loss thereof is not disadvantageous in any material respect to  the
Holders.  Notwithstanding anything  to the  contrary in  this Section  1004, the
Company shall be permitted to consolidate or merge any of its Subsidiaries  with
or into the Company or any Wholly-Owned Subsidiary of the Company.

    SECTION 1005.  PAYMENT OF TAXES AND OTHER CLAIMS.

    The  Company will pay or discharge or cause to be paid or discharged, before
the same shall become  delinquent, (a) all  taxes, assessments and  governmental
charges levied or imposed upon the Company or any Subsidiary or upon the income,
profits  or property of the Company or  any Subsidiary and (b) all lawful claims
for labor, materials and supplies, which, if unpaid, might by law become a  lien
upon  the property of the Company or any Subsidiary; PROVIDED, HOWEVER, that the
Company shall  not be  required to  pay  or discharge  or cause  to be  paid  or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate proceedings.

    SECTION 1006.  MAINTENANCE OF PROPERTIES.

    The Company will cause all properties owned by the Company or any Subsidiary
or  used or held for use  in the conduct of its  business or the business of any
Subsidiary to be maintained and kept in good condition, repair and working order
and supplied  with  all  necessary equipment  and  will  cause to  be  made  all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all  as in  the judgment of  the Company may  be necessary so  that the business
carried on in connection therewith may be properly and advantageously  conducted
at  all times; PROVIDED, HOWEVER, that nothing in this Section shall prevent the
Company from discontinuing  the maintenance of  any of such  properties if  such
discontinuance  is, in the judgment of the  Company, desirable in the conduct of
its business or the  business of any Subsidiary  and not disadvantageous in  any
material respect to the Holders.

    SECTION 1007.  INSURANCE.

    The  Company  will  at  all  times keep  all  of  its  and  its Subsidiaries
properties which are of an insurable  nature insured with insurers, believed  by
the  Company  to be  responsible,  against loss  or  damage to  the  extent that
property of similar character  is usually so  insured by corporations  similarly
situated and owning like properties.

    SECTION 1008.  STATEMENT BY OFFICERS AS TO DEFAULT.

    The  Company will deliver to  the Trustee, within 120  days after the end of
each fiscal  year, a  brief certificate  from the  principal executive  officer,
principal  financial officer  or principal accounting  officer as to  his or her
knowledge of the Company's  compliance with all  conditions and covenants  under
this  Indenture. For  purposes of  this Section  1008, such  compliance shall be
determined without regard to any period of grace or requirement of notice  under
this Indenture.

    SECTION 1009.  PURCHASE OF NOTES UPON CHANGE OF CONTROL TRIGGERING EVENT.

    (a)  Upon the occurrence of  a Change of Control  Triggering Event then each
Holder shall have the right to  require that the Company purchase such  Holder's
Notes in whole or in

                                       53
part  in integral multiples of $1,000  (the "Change of Control Purchase Offer"),
at a purchase  price (the  "Change of  Control Purchase  Price") in  cash in  an
amount  equal to 101% of the principal amount thereof, together with accrued and
unpaid interest,  if  any, to  the  date of  purchase  (the "Change  of  Control
Purchase  Date"), in accordance with the  procedures set forth in paragraphs (c)
and (d) of this Section.

    (b) Upon the occurrence of a Change of Control Triggering Event and prior to
the mailing of the notice  to Holders provided for  in paragraph (c) below,  the
Company  covenants to either (x) repay in full all Indebtedness under the Credit
Agreement or to offer to  repay in full all such  Indebtedness and to repay  the
Indebtedness of each of the Banks that has accepted such offer or (y) obtain the
requisite  consent under  the Credit Agreement  to permit the  repurchase of the
Notes as provided  for in paragraph  (c) below. The  Company shall first  comply
with  this paragraph  (b) before  it shall be  required to  repurchase the Notes
pursuant to this Section 1009.

    (c) Within 30  days following any  Change of Control  Triggering Event,  the
Company shall give to each Holder of the Notes in the manner provided in Section
106 a notice stating:

        (1) that a Change of Control Triggering Event has occurred and that such
    Holder  has the right to require the Company to purchase in whole or in part
    such Holder's Notes at the Change of Control Purchase Price;

        (2) the  circumstances  and  relevant facts  regarding  such  Change  of
    Control  Triggering  Event (including  but not  limited to  information with
    respect to PRO FORMA historical  income, cash flow and capitalization  after
    giving effect to the Change of Control);

        (3)  that the Change of Control Purchase  Date which shall be 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 the Exchange Act;

        (4) that any Note not tendered will continue to accrue interest;

        (5)  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  Purchase Offer
    shall cease to accrue  interest after the Change  of Control Purchase  Date;
    and

        (6)  the instructions a  Holder must follow  in order to  have its Notes
    purchased in accordance with paragraph (d) of this Section.

    (d) Holders electing to have Notes  purchased will be required to  surrender
such  Notes to the Company at the address  specified in the notice at least five
Business Days prior  to the  Change of Control  Purchase Date.  Holders will  be
entitled to withdraw their election if the Company receives, not later than five
Business  Days prior to the Change of  Control Purchase Date, a telegram, telex,
facsimile transmission  or letter  setting forth  the name  of the  Holder,  the
principal  amount of the Notes delivered for  purchase by the Holder as to which
his election is to be withdrawn and a statement that such Holder is  withdrawing
his  election to  have such Notes  purchased. Holders whose  Notes are purchased
only in  part  will  be issued  new  Notes  equal in  principal  amount  to  the
unpurchased portion of the Notes surrendered.

                                       54

    (e)  The  Company  will  comply  with  the  applicable  tender  offer rules,
including Rule 14e-1  under the  Exchange Act, and  other applicable  securities
laws and regulations in connection with a Change of Control Purchase Offer.

    SECTION 1010.  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;
(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; and (iii) the  acquisition (whether by purchase, merger  or
otherwise) or disposition (whether by sale, merger or otherwise) of any company,
entity  or business acquired or disposed of  by the Company or its Subsidiaries,
as the case may be, since the first day of such four-quarter period, as if  such
acquisition  or  disposition  occurred  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 1011.  LIMITATION ON RESTRICTED PAYMENTS.

    (a)  The Company will not, and will not permit any Subsidiary of the Company
to, directly or indirectly:

         (1) 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);

         (2) 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;

         (3)  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;

         (4) 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

                                       55
    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);

         (5)  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

         (6)  make any Investment  (other than any  Permitted Investment) in any
    Person

(such payments described in clauses (1)  through (6) 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), (i) no Default or Event of Default shall  have
occurred  and be continuing and (ii) the Company could incur $1.00 of additional
Indebtedness  (other  than  Permitted  Indebtedness)  in  accordance  with   the
provisions described under Section 1010.

     (b)  Notwithstanding paragraph (a) above,  the Company and its Subsidiaries
may take the following actions so long as (with respect to clauses (2), (3), and
(4), below)  no  Default  or  Event  of  Default  shall  have  occurred  and  be
continuing:

         (1)  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;

         (2)  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;

         (3) 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

         (4) 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  any premium required  to be paid  in connection with
       such  refinancing   pursuant   to   the   terms   of   the   Subordinated

                                       56
       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.

    SECTION 1012.  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 this Indenture, 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 1013.  ADDITIONAL GUARANTEES.

    If the  Company  or  any  of  its  Subsidiaries  shall  acquire  or  form  a
Subsidiary,  the Company  will cause any  such Subsidiary (other  than an Equity
Store or  Business  Development  Venture)  that  is  or  becomes  a  Significant
Subsidiary  or that guarantees any Senior Indebtedness  of the Company or of any
Subsidiary Guarantor to become a Subsidiary Guarantor with respect to the Notes.
Any such Subsidiary  shall become a  Subsidiary Guarantor by  (i) executing  and
delivering  to  the  Trustee  a supplemental  indenture  in  form  and substance
reasonably satisfactory to the Trustee  pursuant to which such Subsidiary  shall
guarantee all of the obligations of the Company with respect to the Notes issued
under  this Indenture on  a senior basis  and (ii) delivering  to the Trustee an
Opinion of Counsel reasonably satisfactory to  the 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 this Indenture.

    SECTION 1014.  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) of the Exchange Act 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 (within 30  days of such  Required
Filing  Date for any  reports filed on Form  10-K) (i) transmit  by mail to each
Holder, as its name and address  appears in the security register, without  cost
to such holder and (ii) file with the Trustee

                                       57
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 1015.  WAIVER OF CERTAIN COVENANTS.

    The Company may  omit in any  particular instance to  comply with any  term,
provision  or condition set forth in Section  803 or Sections 1007 through 1014,
inclusive, if before or  after the time  for such compliance  the Holders of  at
least  a majority in principal  amount of the Outstanding  Notes, by Act of such
Holders, waive such  compliance in such  instance with such  term, provision  or
condition,  but no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the  Company and the duties of the  Trustee
in  respect of any such term, provision  or condition shall remain in full force
and effect.

                                 ARTICLE ELEVEN

                              REDEMPTION OF NOTES

    SECTION 1101.  RIGHT OF REDEMPTION.

    The Notes may be redeemed, at the option of the Company, as a whole or  from
time  to time in part, at any time on or  after               , 1999, subject to
the conditions  and at  the Redemption  Prices specified  in the  form of  Note,
together with accrued interest to the Redemption Date.

    Up  to 20%  of the initial  aggregate principal  amount of the  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 Notes remain outstanding.

    SECTION 1102.  APPLICABILITY OF ARTICLE.

    Redemption  of  Notes  at  the  election of  the  Company  or  otherwise, as
permitted or  required by  any provision  of this  Indenture, shall  be made  in
accordance with such provision and this Article.

    SECTION 1103.  ELECTION TO REDEEM; NOTICE TO TRUSTEE.

    The  election of the  Company to redeem  any Notes pursuant  to Section 1101
shall be evidenced  by a  Board Resolution.  In case  of any  redemption at  the
election  of  the Company,  the Company  shall, at  least 60  days prior  to the
Redemption Date  fixed  by  the  Company  (unless  a  shorter  notice  shall  be
satisfactory  to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Notes  to be redeemed and  shall deliver to the  Trustee
such  documentation and records as shall enable  the Trustee to select the Notes
to be redeemed pursuant to Section 1104.

                                       58

    SECTION 1104.  SELECTION BY TRUSTEE OF NOTES TO BE REDEEMED.

    If less than all the  Notes are to be redeemed,  the particular Notes to  be
redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Notes not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate and which may provide
for  the  selection  for  redemption  of portions  of  the  principal  of Notes;
PROVIDED, HOWEVER, that no such partial  redemption shall reduce the portion  of
the principal amount of a Note not redeemed to less than $1,000.

    The  Trustee  shall promptly  notify  the Company  in  writing of  the Notes
selected for  redemption and,  in the  case of  any Notes  selected for  partial
redemption, the principal amount thereof to be redeemed.

    For  all purposes of this Indenture,  unless the context otherwise requires,
all provisions relating to redemption of Notes shall relate, in the case of  any
Note  redeemed or to be  redeemed only in part, to  the portion of the principal
amount of such Note which has been or is to be redeemed.

    SECTION 1105.  NOTICE OF REDEMPTION.

    Notice of redemption shall  be given in the  manner provided for in  Section
106 not less than 30 nor more than 60 days prior to the Redemption Date, to each
Holder of Notes to be redeemed.

    All notices of redemption shall state:

        (1) the Redemption Date,

        (2) the Redemption Price,

        (3)  if  less  than  all  Outstanding  Notes  are  to  be  redeemed, the
    identification by CUSIP Numbers (and, in  the case of a partial  redemption,
    the principal amounts) of the particular Notes to be redeemed,

        (4)  that on  the Redemption  Date the  Redemption Price  (together with
    accrued interest, if  any, to  the Redemption  Date payable  as provided  in
    Section  1107)  will become  due and  payable  upon each  such Note,  or the
    portion thereof, to  be redeemed, and  that interest thereon  will cease  to
    accrue on and after said date, and

        (5)  the place  or places  where such  Notes are  to be  surrendered for
    payment of the Redemption Price.

    Notice of redemption of Notes to be redeemed at the election of the  Company
shall  be given by the  Company or, at the Company's  request, by the Trustee in
the name and at the expense of the Company.

    SECTION 1106.  DEPOSIT OF REDEMPTION PRICE.

    On or  prior to  any Redemption  Date, the  Company shall  deposit with  the
Trustee  or with a Paying Agent (or, if  the Company is acting as its own Paying
Agent, segregate and hold  in trust as  provided in Section  1003) an amount  of
money  sufficient to pay the  Redemption Price of, and  accrued interest on, any
Notes to be redeemed on that date.

                                       59

    SECTION 1107.  NOTES PAYABLE ON REDEMPTION DATE.

    Notice of redemption  having been  given as aforesaid,  the Notes  so to  be
redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price  therein  specified  (together  with  accrued  interest,  if  any,  to the
Redemption Date), and from and after such date (unless the Company shall default
in the payment of  the Redemption Price and  accrued interest) such Notes  shall
cease  to  bear interest.  Upon surrender  of  any such  Note for  redemption in
accordance with said  notice, such  Note shall  be paid  by the  Company at  the
Redemption  Price, together  with accrued  interest, if  any, to  the Redemption
Date; PROVIDED, HOWEVER, that installments of interest whose Stated Maturity  is
on  or prior  to the  Redemption Date shall  be payable  to the  Holders of such
Notes, or one  or more Predecessor  Notes, registered  as such at  the close  of
business  on  the  relevant  Record  Dates  according  to  their  terms  and the
provisions of Section 307.

    If any  Note called  for redemption  shall  not be  so paid  upon  surrender
thereof  for redemption, the principal (and  premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate borne by the Notes.

    SECTION 1108.  NOTES REDEEMED IN PART.

    Any Note which is to be redeemed only in part (pursuant to the provisions of
this Article  shall  be surrendered  at  the office  or  agency of  the  Company
maintained  for such purpose pursuant  to Section 1002 (with,  if the Company or
the Trustee so requires, due endorsement by, or a written instrument of transfer
in form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or such Holders  attorney duly authorized in  writing), and the  Company
shall  execute, and the Trustee shall authenticate  and deliver to the Holder of
such Note  without  service charge,  a  new Note  or  Notes, of  any  authorized
denomination as requested by such Holder, in an aggregate principal amount equal
to  and in exchange for  the unredeemed portion of the  principal of the Note so
surrendered.

                                 ARTICLE TWELVE

                                NOTE GUARANTEES

    SECTION 1201.  NOTE GUARANTEES.

    Subject to the provisions of this Article Twelve, each Subsidiary  Guarantor
hereby  irrevocably and unconditionally guarantees,  jointly and severally, on a
senior basis to each Holder  and to the Trustee, on  behalf of the Holders,  (i)
the due and punctual payment of the principal of and interest on each Note, when
and  as the  same shall become  due and  payable, whether at  Stated Maturity or
purchase upon Change  of Control,  and whether by  declaration of  acceleration,
Change  of  Control, call  for  redemption or  otherwise,  the due  and punctual
payment of interest on  the overdue principal  of and interest,  if any, on  the
Notes,  to the extent lawful, and the  due and punctual performance of all other
obligations of the Company to the Holders or the Trustee all in accordance  with
the  terms of such Note and this Indenture and (ii) in the case of any extension
of time of payment  or renewal of  any Notes or any  of such other  obligations,
that  the same will be promptly paid in full when due or performed in accordance
with  the  terms   of  the  extension   or  renewal,  at   Stated  Maturity   or

                                       60
purchase  upon Change  of Control, and  whether by  declaration of acceleration,
Change of Control, call for redemption or otherwise (the obligations in  clauses
(i) and (ii) hereof being the "Guaranteed Obligations").

    Without   limiting  the   generality  of  the   foregoing,  each  Subsidiary
Guarantor's liability shall extend  to all amounts that  constitute part of  the
Guaranteed  Obligations and would be  owed by the Company  to the Holders or the
Trustee under  the Notes  and  the Indenture  but for  the  fact that  they  are
unenforceable   or  not  allowable  due  to   the  existence  of  a  bankruptcy,
reorganization or  similar  proceeding  involving the  Company.  The  Subsidiary
Guarantors  hereby agree that their obligations  hereunder shall be absolute and
unconditional, irrespective  of, and  shall be  unaffected by,  any  invalidity,
irregularity or unenforceability of any such Note or this Indenture, any failure
to  enforce  the provisions  of any  such  Note or  this Indenture,  any waiver,
modification or indulgence granted to the  Company with respect thereto, by  any
Holder  or any  other circumstances  which may  otherwise constitute  a legal or
equitable discharge or defense of the Company or a surety or guarantor.

    The Subsidiary  Guarantors hereby  waive diligence,  presentment, filing  of
claims  with a court  in the event of  merger or bankruptcy  of the Company, any
right to  require  a  proceeding  first against  the  Company,  the  benefit  of
discussion,  protest or notice with respect to any such Note or the Indebtedness
evidenced thereby and all  demands whatsoever (except  as specified above),  and
covenant  that the Guaranteed Obligations will not  be discharged as to any such
Note except by payment in full of such Guaranteed Obligations and as provided in
Sections 401, 1102 and 1205.

    Each Subsidiary Guarantor  further agrees that,  as between such  Subsidiary
Guarantor and the Holders, (i) the maturity of the Guaranteed Obligations may be
accelerated as provided in Article Five, notwithstanding any stay, injunction or
other  prohibition  preventing such  acceleration in  respect of  the Guaranteed
Obligations, and (ii) in  the event of any  declaration of acceleration of  such
Guaranteed  Obligations as provided in Article Five, such Guaranteed Obligations
(whether or not due and payable) shall forthwith become due and payable by  each
Subsidiary  Guarantor. In  addition, without limiting  the foregoing provisions,
upon the effectiveness of an acceleration under Article Five, the Trustee  shall
promptly  make  a  demand for  payment  on any  Notes  in respect  of  which the
Guaranteed Obligations provided for in this Article Twelve are not discharged.

    Each Subsidiary  Guarantor  hereby irrevocably  waives  any claim  or  other
rights  that it may now or hereafter acquire against the Company that arise from
the  existence,  payment,   performance  or  enforcement   of  such   Subsidiary
Guarantor's   obligations  under  this  Indenture,  or  any  other  document  or
instrument  including,   without   limitation,   any   right   of   subrogation,
reimbursement,   exoneration,  contribution,   indemnification,  any   right  to
participate in any claim or remedy  of the Holders against the Company,  whether
or  not such claim, remedy or right arises in equity, or under contract, statute
or common law, including, without limitation, the right to take or receive  from
the  Company, directly or indirectly, in cash  or other property or in any other
manner, payment or security  on account of  such claim or  other rights. If  any
amount  shall be paid to any Subsidiary  Guarantor in violation of the preceding
sentence and the Guaranteed Obligations shall  not have been paid in full,  such
amount  shall be deemed to  have been paid to  such Subsidiary Guarantor for the
benefit of,  and held  in  trust for  the benefit  of,  the Holders,  and  shall
forthwith be paid to the Trustee.

                                       61
Each  Subsidiary Guarantor acknowledges that it will receive direct and indirect
benefits from the issuance of  the Notes and that the  waiver set forth in  this
Section 1201 is knowingly made in contemplation of such benefits.

    SECTION 1202.  OBLIGATIONS OF THE SUBSIDIARY GUARANTORS UNCONDITIONAL.

    Nothing  contained in this Article Twelve, elsewhere in this Indenture or in
any Note is intended  to or shall impair,  as between the Subsidiary  Guarantors
and  the Holders, the obligation of the Subsidiary Guarantors, which obligations
are independent  of the  obligations of  the Company  under the  Notes and  this
Indenture  and  are  absolute  and  unconditional, to  pay  to  the  Holders the
Guaranteed Obligations as  and when  the same shall  become due  and payable  in
accordance  with the provisions  of this Indenture,  or is intended  to or shall
affect the  relative rights  of  the Holders  and  creditors of  the  Subsidiary
Guarantors,  nor shall  anything herein  or therein  prevent the  Trustee or any
Holder from exercising all remedies  otherwise permitted by applicable law  upon
Default  under  this  Indenture.  Each  payment to  be  made  by  any Subsidiary
Guarantor hereunder in respect of the Guaranteed Obligations shall be payable in
the currency or currencies in which such Guaranteed Obligations are denominated.

    SECTION 1203.  RANKING OF NOTE GUARANTEES.

    Each Subsidiary Guarantor covenants and agrees, and each Holder of a Note by
his acceptance thereof likewise covenants  and agrees, that 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 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.

    SECTION 1204.  LIMITATION OF NOTE GUARANTEES.

    The  Company and each Subsidiary Guarantor, and each Holder of a Note by his
acceptance thereof, hereby confirm that it is the intention of all such  parties
that  each Subsidiary  Guarantor shall be  liable under this  Indenture only for
amounts aggregating  up  to  the  largest  amount  that  would  not  render  its
obligations  hereunder  subject to  avoidance under  Section  548 of  the United
States Bankruptcy Code or any comparable provisions of any applicable state law.
To effectuate the foregoing intention, the Holders hereby irrevocably agree that
in the  event that  any such  Note Guarantee  would constitute  or result  in  a
violation of any applicable fraudulent conveyance or similar law of any relevant
jurisdiction,  the  liability  of  the  Subsidiary  Guarantor  under  such  Note
Guarantee shall be  reduced to the  maximum amount, after  giving effect to  all
other contingent and fixed liabilities of such Subsidiary Guarantor, permissible
under the applicable fraudulent conveyance or similar law.

    SECTION 1205.  RELEASE OF SUBSIDIARY GUARANTORS.

    (a)  Any Subsidiary  Guarantor shall  be released  from and  relieved of its
obligations under this Article Twelve  (1) upon the payment  in full of all  the
Guaranteed  Obligations or (2) upon the sale by the Company or any Subsidiary of
any Subsidiary Guarantor to  any Person other than  a Subsidiary of the  Company
provided that such sale does not result in a

                                       62
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. Upon  the  delivery  by  the  Company to  the  Trustee  of  an  Officers'
Certificate  and, if  requested by  the Trustee,  an Opinion  of Counsel  to the
effect that the transaction giving rise  to the release of such obligations  was
made  by the Company in accordance with the provisions of this Indenture and the
Notes, the Trustee shall execute any  documents reasonably required in order  to
evidence the release of the Subsidiary Guarantors from their obligations. If any
of  the Guaranteed Obligations are revived  and reinstated after the termination
of such Note Guarantee, then all of the obligations of the Subsidiary Guarantors
under such  Note Guarantee  shall be  revived  and reinstated  as if  such  Note
Guarantee  had not been terminated until such time as the Guaranteed Obligations
are paid in  full, and  the Subsidiary  Guarantors shall  execute any  documents
reasonably   satisfactory   to   the  Trustee   evidencing   such   revival  and
reinstatement.

    (b) Upon  (i) the  sale or  disposition  of all  of the  Common Stock  of  a
Subsidiary Guarantor (by merger or otherwise) to a Person other than the Company
and  which sale or disposition is otherwise in compliance with the terms of this
Indenture, or (ii)  the unconditional and  full release in  writing as  provided
herein  of  such Subsidiary  Guarantor  from all  Indebtedness,  such Subsidiary
Guarantor shall  be deemed  released  from all  obligations under  this  Article
Twelve;  PROVIDED,  HOWEVER,  that  any  such  termination  upon  such  sale  or
disposition shall occur if and only to  the extent that all obligations of  such
Subsidiary  Guarantor  under all  of its  guarantees  of, and  under all  of its
pledges of assets or other security interests which secure, Indebtedness of  the
Company  or any Subsidiary, shall also  terminate upon such sale or disposition.
Upon the delivery by the Company to the Trustee of an Officers' Certificate and,
if requested  by the  Trustee, an  Opinion of  Counsel to  the effect  that  the
transaction  giving  rise  to  the  release  of  such  obligations  was  made in
accordance with the  provisions of  this Indenture  and the  Notes, the  Trustee
shall execute any documents reasonably required in order to evidence the release
of  such Subsidiary Guarantor from its obligations. Any Subsidiary Guarantor not
so released remains liable for the full amount of principal of (and premium,  if
any) and interest on the Notes as provided in this Article Twelve.

    SECTION 1206.  SUBSIDIARY GUARANTORS MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

    Except  as set forth in  Section 1205 and in  Articles Eight and Ten hereof,
nothing contained in this  Indenture or in  any of the  Notes shall prevent  any
consolidation  or merger of a Subsidiary Guarantor with or into the Company or a
Subsidiary Guarantor or shall prevent any sale or conveyance of the property  of
a  Subsidiary Guarantor as  an entirety or  substantially as an  entirety to the
Company or a Subsidiary Guarantor.

                                ARTICLE THIRTEEN
                       DEFEASANCE AND COVENANT DEFEASANCE

    SECTION 1301.  COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.

    The Company may, at its option and  at any time, with respect to the  Notes,
elect  to have either Section 1302 or Section 1303 be applied to all Outstanding
Notes upon  compliance with  the  conditions set  forth  below in  this  Article
Thirteen.

                                       63

    SECTION 1302.  DEFEASANCE AND DISCHARGE.

    Upon  the Company's exercise under Section  1301 of the option applicable to
this Section 1302, the Company shall be deemed to have been discharged from  its
obligations with respect to all Outstanding Notes on the date the conditions set
forth  in  Section  1304  are satisfied  (hereinafter,  "defeasance").  For this
purpose, such defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented  by the Outstanding Notes,  which
shall  thereafter be deemed to be "Outstanding" only for the purposes of Section
1305 and the other Sections of this Indenture referred to in (A) and (B)  below,
and  to  have satisfied  all its  other  obligations under  such Notes  and this
Indenture insofar as such Notes are  concerned (and the Trustee, at the  expense
of the Company, shall execute proper instruments acknowledging the same), except
for  the following which shall survive  until otherwise terminated or discharged
hereunder: (A) the rights of Holders of Outstanding Notes to receive payments in
respect of the principal of (and premium, if any, on) 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, (B) the  Company's obligations with  respect to such  Notes
under  Sections 304, 305,  306, 1002 and  1003, (C) the  rights, powers, trusts,
duties and immunities of  the Trustee hereunder and  (D) this Article  Thirteen.
Subject  to compliance with this Article  Thirteen, the Company may exercise its
option under this Section 1302 notwithstanding the prior exercise of its  option
under Section 1303 with respect to the Notes.

    SECTION 1303.  COVENANT DEFEASANCE.

    Upon  the Company's exercise under Section  1301 of the option applicable to
this Section 1303, the Company shall be released from its obligations under  any
covenant  contained  in Section  801(3)  and Section  803  and in  Sections 1007
through 1015 with respect  to the Outstanding  Notes on and  after the date  the
conditions  set forth below are  satisfied (hereinafter, "covenant defeasance"),
and the  Notes  shall thereafter  be  deemed not  to  be "Outstanding"  for  the
purposes of any direction, waiver, consent or declaration or Act of Holders (and
the  consequences of any  thereof) in connection with  such covenants, but shall
continue to be deemed "Outstanding" for  all other purposes hereunder. For  this
purpose,  such covenant defeasance  means that, with  respect to the Outstanding
Notes, the  Company may  omit to  comply with  and shall  have no  liability  in
respect  of any term,  condition or limitation  set forth in  any such covenant,
whether directly or indirectly, by reason  of any reference elsewhere herein  to
any  such covenant  or by reason  of any reference  in any such  covenant to any
other provision herein  or in  any other document  and such  omission to  comply
shall not constitute a Default or an Event of Default under Section 501(3), but,
except  as specified above, the remainder of this Indenture and such Notes shall
be unaffected thereby.

    SECTION 1304.  CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

    The following shall be the conditions to application of either Section  1302
or Section 1303 to the Outstanding Notes:

         (1)  the Company shall irrevocably have  deposited with the Trustee (or
    another trustee satisfying the requirements  of Section 607 who shall  agree
    to  comply with the provisions of this Article Thirteen applicable to it) in
    trust, for the benefit of the  Holders, cash in United States dollars,  U.S.
    Government Obligations or a combination thereof in

                                       64
    such  amounts  as  will  be  sufficient,  in  the  opinion  of  a nationally
    recognized firm of  independent public  accountants expressed  in a  written
    certification  thereof delivered  to the Trustee,  to pay  and discharge the
    principal of, and premium, if any, and interest on the Outstanding Notes  on
    the  Stated  Maturity 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
    Trustee an irrevocable notice to redeem all of the outstanding Notes on such
    Defeasance  Redemption Date. For this purpose, "U.S. Government Obligations"
    means securities that  are (x) direct  obligations of the  United States  of
    America for the timely payment of which its full faith and credit is pledged
    or  (y) obligations of a Person controlled or supervised by and acting as an
    agency or instrumentality of the United States of America the timely payment
    of which is unconditionally guaranteed as a full faith and credit obligation
    by the United States of America, which, in either case, are not callable  or
    redeemable  at the option  of the issuer  thereof, and shall  also include a
    depository receipt issued by  a bank (as defined  in Section 3(a)(2) of  the
    Securities  Act, as  amended), as  custodian with  respect to  any such U.S.
    Government Obligation or a specific payment  of principal of or interest  on
    any  such U.S. Government Obligation held  by such custodian for the account
    of the holder of such depository receipt, PROVIDED that (except as  required
    by  law) such  custodian is  not authorized to  make any  deduction from the
    amount payable to  the holder  of such  depository receipt  from any  amount
    received  by the custodian  in respect of the  U.S. Government Obligation or
    the specific payment  of principal  of or  interest on  the U.S.  Government
    Obligation evidenced by such depository receipt;

         (2)  in the case of  an election under Section  1302, the Company shall
    have delivered  to the  Trustee an  opinion of  independent counsel  in  the
    United  States stating that (x) the Company  has received from, or there has
    been published by, the Internal Revenue  Service a ruling, or (y) since  the
    date  of this Indenture, 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 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;

         (3)  in the case of  an election under Section  1303, the Company shall
    have delivered  to the  Trustee an  opinion of  independent counsel  in  the
    United  States to the effect that the  Holders of the Outstanding Notes 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;

         (4) no Default or Event of Default with respect to the Notes shall have
    occurred and  be continuing  on the  date  of such  deposit or,  insofar  as
    paragraphs  (8) and  (9) of  Section 501 hereof  are concerned,  at any time
    during the period ending on the 91st day after the date of such deposit  (it
    being understood that this condition shall not be deemed satisfied until the
    expiration of such period);

                                       65

         (5) such defeasance or covenant defeasance shall not result in a breach
    or  violation of, or constitute a Default under, this Indenture or any other
    material agreement  or instrument  to which  the Company  or any  Subsidiary
    Guarantor is a party or by which it is bound;

         (6)  the  Company  shall have  delivered  to the  Trustee  an Officers'
    Certificate stating that the  deposit was not made  by the Company with  the
    intent  of preferring the Holders or any Subsidiary Guarantor over the other
    creditors of the Company or any  Subsidiary Guarantor or with the intent  of
    defecting,  hindering, delaying or defrauding  creditors of the Company, any
    Subsidiary Guarantor or others; and

         (7) the  Company  shall have  delivered  to the  Trustee  an  Officers'
    Certificate  stating that all conditions  precedent provided for relating to
    either the defeasance under  Section 1302 or  the covenant defeasance  under
    Section 1303 (as the case may be) have been complied with.

    SECTION 1305.  DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE
                       HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.

    Subject  to the provisions of the last  paragraph of Section 1003, all money
and U.S. Government Obligations (including the proceeds thereof) deposited  with
the  Trustee (or other  qualifying trustee -- collectively  for purposes of this
Section 1305,  the  "Trustee")  pursuant  to Section  1304  in  respect  of  the
Outstanding  Notes  shall  be held  in  trust  and applied  by  the  Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Holders of such Notes  of
all  sums due and to become due thereon in respect of principal (and premium, if
any) and interest, but such money need not be segregated from other funds except
to the extent required by law.

    The Company shall  pay and  indemnify the Trustee  against any  tax, fee  or
other  charge imposed on  or assessed against  the U.S. Governmental Obligations
deposited pursuant to  Section 1304 or  the principal and  interest received  in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the Outstanding Notes.

    Anything  in  this Article  Thirteen  to the  contrary  notwithstanding, the
Trustee shall deliver  or pay  to the  Company from  time to  time upon  Company
Request  any money  or U.S.  Government Obligations  held by  it as  provided in
Section  1304  which,  in  the  opinion  of  a  nationally  recognized  firm  of
independent  public  accountants expressed  in  a written  certification thereof
delivered to the Trustee, are in excess  of the amount thereof which would  then
be  required  to be  deposited to  effect an  equivalent defeasance  or covenant
defeasance, as applicable, in accordance with this Article.

    SECTION 1306.  REINSTATEMENT.

    If the  Trustee  or  any Paying  Agent  is  unable to  apply  any  money  in
accordance  with Section 1305 by reason of any order or judgment of any court or
governmental authority  enjoining,  restraining or  otherwise  prohibiting  such
application,  then the Company's obligations under  this Indenture and the Notes
shall be revived and reinstated as though no

                                       66
deposit had occurred pursuant to Section 1302 or 1303, as the case may be, until
such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with  Section  1305, and  the  Company shall  execute  all  documents
reasonably   satisfactory   to   the  Trustee   evidencing   such   revival  and
reinstatement; PROVIDED,  HOWEVER, that  if  the Company  makes any  payment  of
principal  of (or  premium, if any,  on) or  interest on any  Note following the
reinstatement of its obligations, the Company shall be subrogated to the  rights
of  the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

    This Indenture may be signed in any number of counterparts each of which  so
executed  shall be  deemed to  be an original,  but all  such counterparts shall
together constitute but one and the same Indenture.

    IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed, and  their  respective corporate  seals  to be  hereunto  affixed  and
attested, all as of the day and year first above written.

                                          FLEMING COMPANIES, INC.
SEAL                                      By ___________________________________
                                            Title:
Attest: __________________________
      Title:

                                          TEXAS COMMERCE BANK
                                           NATIONAL ASSOCIATION
                                          By ___________________________________
                                            Title:
Attest: __________________________
      Title:

                                          [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

                                       67
                                          D.L. Foot Stores, Inc.
                                          Del-Arrow Super Duper, Inc.
                                          Festival Foods, Inc.
                                          Fleming Direct Sales Corporation
                                          Fleming Foods East, Inc.
                                          Fleming Foods of Alabama, Inc.
                                          Fleming Foods of Ohio, Inc.
                                          Fleming Foods of Tennessee, Inc.
                                          Fleming Foods of Texas, Inc.
                                          Fleming Foods of Virginia, Inc.
                                          Fleming Foods of South, Inc.
                                          Fleming Foods of 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-4-Less, Inc.
                                          Food Holdings, Inc.
                                          Food Saver of Iowa, 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 Foods Service Corporation
                                          Grand Central Leasing Corporation
                                          Great Bend Supermarkets, Inc.
                                          Hub City Transportation, Inc.
                                          Kensington and Harlem, Inc.
                                          LAS, Inc.
                                          Ladysmith East IGA, Inc.
                                          Ladysmith IGA, Inc.
                                          Lake Markets, Inc.
                                          M&H Desoto, Inc.
                                          M&H Financial Corp.
                                          M&H Realty Corp.
                                          Malone & Hyde, Inc.
                                          Malone & Hyde of Lafayette, Inc.
                                          Manitowoc IGA, Inc.
                                          Moberly Foods, Inc.

                                       68
                                          Mt. Morris Super Duper, Inc.
                                          Niagara Falls Super Duper, Inc.
                                          Northern Supermarkets of Oregon, Inc.
                                          Northgate Plaza, Inc.
                                          109 West Main Street, Inc.
                                          121 East Main Street, Inc.
                                          Peshtigo IGA, Inc.
                                          Piggly Wiggly Corporation
                                          Quality Incentive Company, Inc.
                                          Rainbow Transportation Services, Inc.
                                          Route 16, Inc.
                                          Route 219, Inc.
                                          Route 417, Inc.
                                          Richland Center IGA, Inc.
                                          Scrivner, Inc.
                                          Scrivner-Food Holdings, 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.
                                          Sehon Foods, Inc.
                                          Selected Products, Inc.
                                          Sentry Markets, Inc.
                                          Smar Trans, 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.
                                          35 Church Street, Inc.
                                          Thompson Food Basket, Inc.
                                          29 Super Market, Inc.
                                          27 Slayton Avenue, Inc.
                                          WPC, Inc.

                                       69
                                          Each, a Subsidiary Guarantor
                                          By ___________________________________
                                            Name: John M. Thompson
                                            Title:  Vice President and Treasurer
                                                   (Chief Financial Officer)]

Attest:
__________________________________
            [Secretary]

EX-23.1

   
                                                                    EXHIBIT 23.1
    

   
                         INDEPENDENT AUDITORS' CONSENT
    

   
    We  consent to the use in this Amendment No. 1 to Registration Statement No.
33-55369 of  Fleming Companies,  Inc. of  our report  dated February  10,  1994,
appearing in the Prospectus, which is a part of such Registration Statement, and
to the reference to us under the heading "Experts" in such Prospectus.
    

   
Deloitte & Touche LLP
    
   
Oklahoma City, Oklahoma
    
   
October 25, 1994
    

EX-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 LLP
    
   
Oklahoma City, Oklahoma
October 24, 1994