Filed Pursuant to Rule 424 (b)(3)
                                                      Registration No. 333-76480
PROSPECTUS

                            FLEMING COMPANIES, INC.

                               OFFER TO EXCHANGE
                 $400,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS
              10-5/8% SERIES D SENIOR SUBORDINATED NOTES DUE 2007,
              WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT,
              FOR ANY AND ALL OF ITS OUTSTANDING 10-5/8% SERIES B
                       SENIOR SUBORDINATED NOTES DUE 2007
                                      AND
                ANY AND ALL OF ITS OUTSTANDING 10-5/8% SERIES C
                       SENIOR SUBORDINATED NOTES DUE 2007
                      MATERIAL TERMS OF THE EXCHANGE OFFER

- - The exchange offer expires at 5:00 p.m., New York City time, on April 15,
  2002, unless extended.

- - We will exchange all outstanding Series B notes and Series C notes that are
  validly tendered and not validly withdrawn for an equal principal amount of
  Series D notes which are registered under the Securities Act.

- - The exchange offer is not subject to any conditions other than that it not
  violate applicable law or any applicable interpretation of the staff of the
  SEC.

- - You may withdraw tenders of outstanding notes at any time before the exchange
  offer expires.

- - The exchange of notes will not be a taxable event for U.S. federal income tax
  purposes.

- - We will not receive any proceeds from the exchange offer.

- - The terms of the new Series D notes are substantially identical to the
  outstanding Series B notes, and substantially identical to the outstanding
  Series C notes except for transfer restrictions and registration rights
  relating to the outstanding notes.

- - You may tender outstanding notes only in denominations of $1,000 and multiples
  of $1,000.

- - Our affiliates may not participate in the exchange offer.

   PLEASE REFER TO "RISK FACTORS" BEGINNING ON PAGE 11 OF THIS PROSPECTUS FOR
A DESCRIPTION OF THE RISKS YOU SHOULD CONSIDER WHEN EVALUATING THIS INVESTMENT.

     WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.

     We are not making this exchange offer in any state where it is not
permitted.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OF THE NOTES OR DETERMINED THAT THIS PROSPECTUS IS
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
                 The date of this prospectus is March 15, 2002.


     We have not authorized any dealer, salesperson or other person to give any
information or to make any representations to you other than the information
contained in this prospectus. You must not rely on any information or
representations not contained in this prospectus as if we had authorized it.
This prospectus does not offer to sell or solicit an offer to buy any securities
other than the registered notes to which it relates, nor does it offer to buy
any of these notes in any jurisdiction from any person to whom it is unlawful to
make such offer or solicitation in such jurisdiction.

     The information contained in this prospectus is current only as of the date
on the cover page of this prospectus, and may change after that date. We do not
imply that there has been no change in the information contained in this
prospectus or in our affairs since that date by delivering this prospectus.

     THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL INFORMATION
ABOUT US THAT IS NOT INCLUDED IN OR DELIVERED WITH THIS PROSPECTUS. THIS
INFORMATION IS AVAILABLE WITHOUT CHARGE TO YOU UPON WRITTEN OR ORAL REQUEST. IF
YOU WOULD LIKE A COPY OF ANY OF THIS INFORMATION, PLEASE SUBMIT YOUR REQUEST TO
1945 LAKEPOINTE DRIVE, BOX 299013, LEWISVILLE, TEXAS 75029, ATTENTION: LEGAL
DEPARTMENT, OR CALL (972) 906-8000 AND ASK TO SPEAK TO SOMEONE IN OUR LEGAL
DEPARTMENT. IN ADDITION, TO OBTAIN TIMELY DELIVERY OF ANY INFORMATION YOU
REQUEST, YOU MUST SUBMIT YOUR REQUEST NO LATER THAN APRIL 8, 2002, WHICH IS FIVE
BUSINESS DAYS BEFORE THE DATE THE EXCHANGE OFFER EXPIRES.

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

                               TABLE OF CONTENTS

                                                            
Industry Data...............................................    ii
Disclosure Regarding Forward-Looking Statements.............    ii
Prospectus Summary..........................................     1
Risk Factors................................................    11
The Exchange Offer..........................................    20
Use of Proceeds.............................................    30
Capitalization..............................................    30
Selected Consolidated Financial Data........................    31
Management's Discussion and Analysis of Financial Condition
  and Results of Operations.................................    33
Quantitative and Qualitative Disclosures about Market
  Risk......................................................    40
Business....................................................    42
Management..................................................    52
Executive Compensation......................................    56
Certain Relationships and Related Transactions..............    65
Principal and Management Shareholders.......................    66
Description of Other Indebtedness...........................    68
Description of Notes........................................    70
Book-Entry; Delivery and Form...............................    98
Plan of Distribution........................................   100
Material United States Federal Income Tax Considerations....   101
Legal Matters...............................................   106
Independent Auditors........................................   106
Available Information.......................................   106
Incorporation by Reference..................................   107
Index to Consolidated Financial Statements..................   F-1



                                        i


                                 INDUSTRY DATA

     In this prospectus, we rely on and refer to information regarding market
data obtained from internal surveys, market research, publicly available
information and industry publications. Although we believe the information is
reliable, we cannot guarantee the accuracy or completeness of the information
and have not independently verified it.

                DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

     All statements other than statements of historical facts included or
incorporated by reference in this prospectus, including, without limitation,
statements in the sections entitled "Risk Factors" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and elsewhere in
this prospectus regarding our future financial position, business strategy and
our management's plans and objectives for future operations, are forward-looking
statements. Forward-looking statements generally can be identified by the use of
forward-looking terminology such as "may," "will," "expect," "intend,"
"estimate," "anticipate," "believe" or "continue" or the negative thereof or
variations thereon or similar terminology. Although we believe that the
expectations reflected in these forward-looking statements are reasonable, these
expectations may not prove to be correct. Important factors that could cause
actual results to differ materially from our expectations are disclosed under
the section "Risk Factors" and elsewhere in this prospectus, including, without
limitation, in conjunction with the forward-looking statements included and
incorporated by reference in this prospectus. These forward-looking statements
and our business and prospects are subject to a number of factors that could
cause actual results to differ materially, including:

     - negative effects of Kmart Corporation's bankruptcy reorganization;

     - our ability to obtain capital or obtain it on acceptable terms;

     - unanticipated problems with product procurement;

     - adverse effects of the changing industry environment and increased
       competition;

     - sales declines and loss of customers;

     - exposure to litigation and other contingent losses;

     - failure to achieve the expected results of our growth plans;

     - the inability to integrate acquired companies and to achieve operating
       improvements at those companies;

     - increases in labor costs and disruptions in labor relations with union
       bargaining units representing our employees;

     - negative effects of our substantial indebtedness and the limitations
       imposed by restrictive covenants contained in our debt instruments; and

     - goodwill impairment due to changes in markets.

     All subsequent written and oral forward-looking statements attributable to
us, or persons acting on our behalf, are expressly qualified in their entirety
by the cautionary statements. We undertake no obligation to update
forward-looking statements to reflect developments or information obtained after
the date on the cover page of this prospectus.

                                        ii


                               PROSPECTUS SUMMARY

     In this prospectus, the words "Fleming," "the Company," "ours," "us" and
"we" refer to Fleming Companies, Inc., the issuer of the notes, and its
subsidiaries. We will refer to the outstanding Series B notes and Series C notes
as the "old notes," and will refer to the Series D notes as the "exchange
notes." Unless indicated otherwise, the term "notes" refers to both the old
notes and the exchange notes. The following summary contains basic information
about us and this exchange offer. It likely does not contain all the information
that is important to you. For a more complete understanding of this exchange
offer, we encourage you to read this entire document and the documents to which
we have referred you.

                               THE EXCHANGE OFFER

The Old Notes.................   We issued our 10-5/8% Series A senior
                                 subordinated notes due 2007 to Bear, Stearns &
                                 Co. Inc., Chase Securities Inc., BancAmerica
                                 Securities, Inc. and Societe Generale
                                 Securities Corporation on July 25, 1997. These
                                 initial purchasers subsequently resold our
                                 Series A notes to "qualified institutional
                                 buyers" as defined under Rule 144A of the
                                 Securities Act. We subsequently completed an
                                 exchange offer in which we exchanged all of our
                                 outstanding Series A notes for our Series B
                                 notes. Our Series B notes are registered under
                                 the Securities Act of 1933, as amended.

                                 We issued our Series C notes to Deutsche Banc
                                 Alex. Brown Inc., J.P. Morgan Securities Inc.,
                                 Lehman Brothers Inc., Bear, Stearns & Co. Inc.,
                                 First Union Securities, Inc. and UBS Warburg
                                 LLC on October 15, 2001. These initial
                                 purchasers subsequently resold our Series C
                                 notes to "qualified institutional buyers" as
                                 defined under Rule 144A of the Securities Act.
                                 The purchasers of our Series C notes agreed to
                                 comply with transfer restrictions and other
                                 conditions.

The Exchange Offer............   We are offering to exchange our exchange notes
                                 for our outstanding old notes that are properly
                                 tendered and accepted. The purpose of our offer
                                 to exchange both the Series B notes and the
                                 Series C notes is to create a single series of
                                 debt securities having a total outstanding
                                 principal amount that is the combination of the
                                 Series B notes and Series C notes. As of the
                                 date of this prospectus, $250,000,000 principal
                                 amount of Series B notes and $150,000,000
                                 principal amount of Series C notes are
                                 outstanding.

                                 You may tender outstanding old notes only in
                                 denominations of $1,000 and multiples of
                                 $1,000. We will issue the exchange notes on or
                                 promptly after the exchange offer expires.

Expiration Date...............   The exchange offer will expire at 5:00 p.m.,
                                 New York City time, on April 15, 2002, unless
                                 extended, in which case the expiration date
                                 will mean the latest date and time to which we
                                 extend the exchange offer.

Conditions to the Exchange
Offer.........................   The exchange offer is not subject to any
                                 condition other than that it not violate
                                 applicable law or any applicable interpretation
                                 of the staff of the SEC. The exchange offer is
                                 not conditioned upon any minimum principal
                                 amount of old notes being tendered for
                                 exchange.

                                        1


Procedures for Tendering Old
Notes.........................   If you wish to tender your old notes for
                                 exchange notes pursuant to the exchange offer
                                 you must transmit to Manufacturers and Traders
                                 Trust Company as exchange agent, on or before
                                 the expiration date, either:

                                 - a computer generated message transmitted
                                   through The Depository Trust Company's
                                   Automated Tender Offer Program system and
                                   received by the exchange agent and forming a
                                   part of a confirmation of book-entry transfer
                                   in which you acknowledge and agree to be
                                   bound by the terms of the letter of
                                   transmittal; or

                                 - a properly completed and duly executed letter
                                   of transmittal, which accompanies this
                                   prospectus, or a facsimile of the letter of
                                   transmittal, together with your old notes and
                                   any other required documentation, to the
                                   exchange agent at its address listed in this
                                   prospectus and on the front cover of the
                                   letter of transmittal.

                                 If you cannot satisfy either of these
                                 procedures on a timely basis, then you should
                                 comply with the guaranteed delivery procedures
                                 described below. By executing the letter of
                                 transmittal, you will make the representations
                                 to us described under "The Exchange
                                 Offer -- Procedures for Tendering."

Special Procedures for
Beneficial Owners.............   If you are a beneficial owner whose old notes
                                 are registered in the name of a broker, dealer,
                                 commercial bank, trust company or other nominee
                                 and you wish to tender your old notes in the
                                 exchange offer, you should contact the
                                 registered holder promptly and instruct the
                                 registered holder to tender on your behalf. If
                                 you wish to tender on your own behalf, you must
                                 either (1) make appropriate arrangements to
                                 register ownership of the old notes in your
                                 name or (2) obtain a properly completed bond
                                 power from the registered holder, before
                                 completing and executing the letter of
                                 transmittal and delivering your old notes.

Guaranteed Delivery
Procedures....................   If you wish to tender your old notes and time
                                 will not permit the documents required by the
                                 letter of transmittal to reach the exchange
                                 agent before the expiration date, or the
                                 procedure for book-entry transfer cannot be
                                 completed on a timely basis, you must tender
                                 your old notes according to the guaranteed
                                 delivery procedures described in this
                                 prospectus under the heading "The Exchange
                                 Offer -- Guaranteed Delivery Procedures."

Acceptance of Old Notes and
Delivery of Exchange Notes....   Subject to the satisfaction or waiver of the
                                 conditions to the exchange offer, we will
                                 accept for exchange any and all old notes which
                                 are validly tendered in the exchange offer and
                                 not withdrawn before 5:00 p.m., New York City
                                 time, on the expiration date.

Withdrawal Rights.............   You may withdraw the tender of your old notes
                                 at any time before 5:00 p.m., New York City
                                 time, on the expiration date, by complying with
                                 the procedures for withdrawal described in this
                                 prospectus under the heading "The Exchange
                                 Offer -- Withdrawal of Tenders."

                                        2


Material United States Federal
Income Tax Considerations.....   The exchange of notes will not be a taxable
                                 event for United States federal income tax
                                 purposes. For a discussion of the material
                                 federal income tax consequences relating to the
                                 exchange of notes, see "Material United States
                                 Federal Income Tax Considerations."

Exchange Agent................   Manufacturers and Traders Trust Company, the
                                 trustee under the indentures governing the old
                                 notes, is serving as the exchange agent.

Consequences of Failure to
Exchange Old Notes............   If you do not exchange your Series B notes for
                                 exchange notes, you will continue to hold
                                 Series B notes that have been registered under
                                 the Securities Act. However, your Series B
                                 notes would not be assigned a new CUSIP number
                                 identical to the CUSIP number assigned to the
                                 exchange notes, and the liquidity of, and the
                                 trading market for, such Series B notes may be
                                 greatly diminished upon completion of the
                                 exchange offer. See "Risk Factors -- If you do
                                 not exchange your Series B notes pursuant to
                                 this exchange offer, you may not be able to
                                 sell your Series B notes."

                                 If you do not exchange your Series C notes for
                                 exchange notes, you will continue to be subject
                                 to the restrictions on transfer provided in the
                                 Series C notes and in the indenture governing
                                 the Series C notes. In general, the Series C
                                 notes may not be offered or sold, unless
                                 registered under the Securities Act, except
                                 pursuant to an exemption from, or in a
                                 transaction not subject to, the Securities Act
                                 and applicable state securities laws. We do not
                                 currently plan to register the Series C notes
                                 under the Securities Act. See "Risk
                                 Factors -- If you do not exchange your Series C
                                 notes pursuant to this exchange offer, you may
                                 not be able to sell your Series C notes.

Registration Rights
Agreement.....................   If you are a holder of Series C notes, you are
                                 entitled to exchange your Series C notes for
                                 exchange notes with substantially identical
                                 terms. The exchange offer satisfies this right.
                                 After the exchange offer is completed, you will
                                 no longer be entitled to any exchange or
                                 registration rights with respect to your Series
                                 C notes. We are also making the exchange offer
                                 available to holders of our Series B notes.

     WE EXPLAIN THE EXCHANGE OFFER IN GREATER DETAIL BEGINNING ON PAGE 20.

                                        3


                               THE EXCHANGE NOTES

     The form and terms of the exchange notes are the same as the form and terms
of the old notes, except that, with respect to the Series C notes, the exchange
notes will be registered under the Securities Act and, therefore, the exchange
notes will not be subject to the transfer restrictions, registration rights and
provisions providing for an increase in the interest rate applicable to the
Series C notes. The exchange notes will evidence the same debt as the old notes.
The indenture governing the exchange notes is the same indenture that governs
our Series C notes and is substantially similar in all of its material terms to
the indenture governing the Series B notes. We will sometimes collectively refer
to the old notes and the exchange notes as the "notes."

Securities Offered............   $400,000,000 principal amount of 10-5/8% Series
                                 D senior subordinated notes due 2007.

Issuer........................   Fleming Companies, Inc.

Maturity Date.................   July 31, 2007.

Interest......................   The exchange notes will bear interest at the
                                 rate of 10-5/8% per year (calculated using a
                                 360-day year), payable every six months on
                                 January 31 and July 31. Interest on the
                                 exchange notes will accrue from the last
                                 interest payment date on which interest was
                                 paid on the old notes. Holders whose old notes
                                 are accepted for exchange will be deemed to
                                 have waived their right to receive any interest
                                 accrued on the old notes from the last interest
                                 payment date.

Ranking.......................   The notes are our general unsecured obligations
                                 subordinated in right of payment to all our
                                 existing and future Senior Indebtedness,
                                 including all our obligations under our credit
                                 agreement and our 10-1/8% senior notes due
                                 2008, rank equal with all of our existing and
                                 future senior subordinated indebtedness,
                                 including our 10-1/8% senior subordinated notes
                                 due 2004 and our 5-1/4% convertible senior
                                 subordinated notes due 2009, and senior to all
                                 our future subordinated indebtedness. As of
                                 December 29, 2001, we and our subsidiaries had
                                 a total of $1.8 billion of indebtedness, of
                                 which $1.0 billion was Senior Indebtedness, and
                                 were able to borrow an additional $347 million
                                 under our credit agreement.

Note Guarantees...............   The note guarantees are the general unsecured
                                 obligations of the Subsidiary Guarantors,
                                 subordinated in right of payment to all such
                                 Subsidiary Guarantors' existing and future
                                 Senior Indebtedness, rank equal in right of
                                 payment to all such Subsidiary Guarantors'
                                 existing and future senior subordinated
                                 indebtedness and senior to all future
                                 subordinated indebtedness of such Subsidiary
                                 Guarantors.

                                 If we create or acquire a new wholly-owned
                                 subsidiary or if any subsidiary guarantees
                                 certain other debt, it will guarantee the notes
                                 unless we designate the subsidiary as an
                                 "unrestricted subsidiary" under the indenture.

Optional Redemption...........   On and after July 31, 2002, we may redeem some
                                 or all of the notes at the redemption prices
                                 listed in the "Description of Notes" section
                                 under the heading "Optional Redemption," plus
                                 accrued interest.

Change of Control Offer.......   Upon the occurrence of a Change of Control
                                 Triggering Event, each holder of notes will
                                 have the right to require us to purchase
                                        4


                                 such holder's notes at a purchase price of 101%
                                 of the principal amount thereof, plus accrued
                                 and unpaid interest.

                                 We might not be able to pay you the required
                                 price for notes you present to us at the time
                                 of a Change of Control Triggering Event,
                                 because:

                                 - we might not have enough funds at that time;

                                 - the terms of our other senior debt may
                                   prevent us from paying; or

                                 - our bylaws may prevent us from paying.

Certain Indenture
Provisions....................   The indenture governing the exchange notes
                                 contains covenants limiting our (and most or
                                 all of our subsidiaries') ability to:

                                 - incur additional debt;

                                 - pay dividends or distributions on our capital
                                   stock or repurchase our capital stock;

                                 - issue stock of subsidiaries;

                                 - make certain investments;

                                 - create liens on our assets to secure debt;

                                 - enter into transactions with affiliates;

                                 - merge or consolidate with another company; or

                                 - transfer and sell assets.

                                 These covenants are subject to a number of
                                 important limitations and exceptions.

Form of Exchange Notes........   The exchange notes will be represented by one
                                 or more permanent global certificates, in fully
                                 registered form, deposited with a custodian
                                 for, and registered in the name of a nominee
                                 of, The Depository Trust Company, as
                                 depositary. You will not receive exchange notes
                                 in certificated form unless one of the events
                                 described in the section entitled "Book-Entry;
                                 Delivery and Form" occurs. Instead, beneficial
                                 interests in the exchange notes will be shown
                                 on, and transfers of these notes will be
                                 effected only through, records maintained in
                                 book-entry form by The Depository Trust Company
                                 and its participants.

Use of Proceeds...............   We will not receive any cash proceeds in the
                                 exchange offer.

Risk Factors..................   Investing in the notes involves substantial
                                 risks. See the section entitled "Risk Factors"
                                 for a description of certain of the risks you
                                 should consider before investing in the notes.

     WE EXPLAIN THE EXCHANGE NOTES IN GREATER DETAIL BEGINNING ON PAGE 70.

                                        5


                                  THE COMPANY

INTRODUCTION

     Fleming is an industry leader in the distribution of consumable goods, and
also has a growing presence in operating "price impact" supermarkets. Through
our distribution group, we distribute products to customers that operate
approximately 3,000 supermarkets, 6,800 convenience stores and over 2,000
supercenters, discount stores, limited assortment stores, drug stores, specialty
stores and other stores across the United States. At December 29, 2001, our
retail group operated 116 stores, predominantly supermarkets that focus on low
prices and high quality perishables. In the fiscal years ended December 30, 2000
and December 29, 2001, we generated total net sales of $14.4 billion and $15.6
billion.

     Our distribution group net sales were $11.2 billion for 2000 and $13.3
billion for 2001, a 5.8% increase and an 18.9% increase over the prior periods.
Distribution represented approximately 77% of total net sales in 2000 and
approximately 85% of total net sales in 2001. To supply our customers, we have a
network of 24 full-line distribution centers, six general merchandise/specialty
foods and five convenience store distribution centers that have a total of
approximately 21 million square feet of warehouse space.

     Our retail group net sales were $3.3 billion for 2000 and $2.3 billion for
2001, which represented approximately 23% and 15% of total net sales,
respectively. In 2001, approximately $1.9 billion was attributable to continuing
operations, which represents an increase of 1.1% over the prior period. As of
December 29, 2001, we owned and operated 94 price impact supermarkets and five
additional supermarkets that we are converting to the price impact format. Price
impact supermarkets offer everyday low prices that are typically below the
prices of market-leading conventional supermarkets. These stores typically cost
less to build, maintain and operate than conventional supermarkets. In addition,
we operated 17 limited assortment stores under the yes!LESS(R) banner. Limited
assortment stores offer a narrow selection of low-price, private label food and
other consumable goods, as well as general merchandise at deep-discount prices.

     In recent years, consumers have been shifting their purchases of food and
other consumable goods away from conventional full-service grocery stores toward
other retail channels, such as price impact supermarkets, discount stores,
supercenters, convenience stores, drug stores and ethnic food stores. Since
1998, we have repositioned our distribution group to become a highly efficient
supplier to these retail channels. As a result, our distribution group has
experienced renewed sales growth. In addition, we believe price-sensitive
consumers are underserved in the retail grocery market, and we have repositioned
our retail group to expand our presence in the price impact format.

     Since 1998, in the course of implementing our strategic initiatives, we
have, among other accomplishments:

     - closed or consolidated 12 distribution centers, which resulted in:

       -- increased sales per full-line distribution center on a
          weighted-average basis by more than 40% from $389 million in 1998 to
          $552 million in 2001, and

       -- increased sales per full-line distribution center employee on a
          weighted-average basis by 23% from 1998 to 2001;

     - currently centralized approximately 84% of our purchasing operations in
       our customer support center near Dallas, Texas;

     - centralized our accounting, human resources, information technology and
       other support services in our shared services center in Oklahoma City,
       Oklahoma;

     - sold or closed 238 conventional supermarkets through the end of 2001;

     - opened 40 additional price impact supermarkets; and

     - instituted a "culture of thrift" among our employees, in part through our
       Low Cost Pursuit Program.

                                        6


     We believe these initiatives have lowered our cost structure, improved the
economics we can offer our traditional retail customers and strengthened our
appeal to new channel retailers. We believe these improvements have been the key
to our ability to increase distribution group sales for the last eight
consecutive quarters (year-over-year comparisons). We added approximately $1.6
billion (pro forma for acquisitions) in gross annualized distribution group
sales from both new channel retailers and our traditional supermarket customers
in 2001.

     In February 2001, we announced a ten-year distribution agreement under
which we supply to Kmart substantially all of the food and consumable products
in all current and future Kmart and Kmart supercenter stores in the United
States and the Caribbean. This supply arrangement includes grocery, frozen,
dairy, packaged meat and seafood, produce, bakery/deli, fresh meat, cigarettes,
tobacco and candy. Shipments under this agreement began in April 2001, with full
implementation in July 2001. As a result, Kmart continues to be our largest
customer and accounted for 20% of our net sales in 2001. On January 22, 2002,
Kmart and certain of its U.S. subsidiaries filed voluntary petitions for relief
under Chapter 11 of the U.S. Bankruptcy Code. For more information about the
possible effects of this bankruptcy, see "Risk Factors -- We may be materially
adversely affected by the bankruptcy of Kmart Corporation."

COMPETITIVE STRENGTHS

     Low-Cost, High-Volume National Distribution System:  We have consolidated
our smaller distribution centers into high-volume distribution centers. We
believe our distribution center volumes are among the highest in the consumable
goods distribution industry. With high volume comes the opportunity to operate
more efficiently by leveraging costs. Our efficient and highly productive
operations have enhanced our ability to provide customers with lower-cost
merchandise and services that improve customer acquisition and retention.

     Efficient Centralized Purchasing:  Category management decisions and vendor
negotiations for approximately 84% of our merchandise procurement are currently
conducted in one location. We believe our customer support center is one of the
largest volume-buying locations of consumable goods in the United States.
Centralized purchasing generates economies of scale because it enables us in one
location to purchase goods more efficiently by eliminating redundancy involved
in purchasing through multiple locations, which we believe increases our
leverage with vendors. We believe that our centralized purchasing capabilities
are valuable to national retailers, as well as the smaller independent retailers
that make up our traditional customer base, because we offer greater convenience
and lower cost.

     Diverse Distribution Customer Base:  We distribute to approximately 11,800
retail store locations under a wide variety of formats across the United States.
Other than Kmart, no customer accounted for more than 2% of our fiscal 2001 net
sales.

     Successful Price Impact Retail Format:  Our price impact supermarkets offer
name-brand and private label consumable goods at significantly lower prices than
conventional supermarkets. We keep prices low by leveraging our existing
distribution and procurement capabilities and maintaining a lower cost structure
associated with operating these stores. We believe this format is profitable
because we offer a reduced number of product selections, focus on high-turnover
products and product categories, employ flow-through distribution methods that
reduce product storage and handling expense, and minimize store operating costs.

BUSINESS STRATEGY

     Our business strategy is to use our competitive strengths to achieve sales
and earnings growth in both our distribution group and retail group. As
principal elements of our strategy, we intend to:

     Grow Sales to New Channel Retailers:  We are rapidly moving beyond our
historic market position and have targeted three key growth sectors. First, we
are focusing on broad assortment/destination retailers, including supercenters
and discount stores, and have demonstrated significant penetration in this
market as evidenced by our distribution arrangements with Kmart and Target, Inc.
Second, we are concentrating on precision assortment/neighborhood retailers such
as convenience stores, drug stores and ethnic food stores. In

                                        7


April 2001, we acquired Minter-Weisman Co., a wholesale distribution company
serving over 800 convenience stores in Minnesota, Wisconsin and surrounding
states. In September 2001, we acquired certain assets and inventory of Miller &
Hartman South, LLC, a wholesale distributor serving over 1,800 convenience
stores in Kentucky and surrounding states. Finally, we intend to focus on
precision assortment/destination retailers typified by large-store formats such
as cash-and-carries and price impact stores.

     Grow Sales to Traditional Format Customers:  Despite being the largest
distributor in the more than $100 billion wholesale grocery industry, we account
for approximately 6% of this traditional core market, representing substantial
room for additional growth. Many potential customers are currently served by
local or regional wholesalers that do not have the efficiencies associated with
our procurement scale. Our repositioned distribution group has already enabled
us to increase sales to existing and new customers, and we expect to be able to
continue this trend. During August 2001, we facilitated the third-party purchase
of 36 stores located in New Mexico and Texas from Furrs Supermarkets, most of
which were purchased by Fleming-supplied independent operators. We routinely
conduct detailed market studies to identify potential new customers in areas
contiguous to existing customers, as we have capacity in our high-volume
distribution centers to serve additional local independent stores or chains.

     Expand Price Impact Format:  We believe we have a substantial opportunity
to grow our retail group's price impact supermarket operations. Because price
impact stores cost less to build, maintain and operate than conventional
supermarkets, we expect to be able to grow our price impact supermarket
operations while incurring fewer capital expenditures than operators of
conventional retail stores. In April 2001, we purchased seven Food 4 Less stores
located in Central California from Whitco Foods, Inc. which we continue to
operate as price impact stores under the Food 4 Less banner. In August 2001, we
purchased five Smith's Food & Drug Stores located in New Mexico and Texas from
Kroger Co. which we operate under the Rainbow Foods banner. We have completed
the conversion of five of our Sentry Foods stores to the price impact format and
have renamed the stores Rainbow Foods, and we intend to convert the remaining
five in early 2002.

     Continue to Improve Working Capital Management and Reduce Costs:  We intend
to improve our working capital management primarily by improving inventory
turns. To do this, we will continue to improve vendor inventory management
practices, further develop our central procurement operations, improve ad
forecasting with our customers, effectively manage alternative channels of
product delivery to retail locations and invest in systems enhancements. In
addition, to strengthen our position as a low-cost supplier to our customers and
increase our profitability, we have instituted a "culture of thrift" among our
employees and developed initiatives to reduce our expenses through our Low Cost
Pursuit Program.

                                        8


             SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

     The table below includes summary historical consolidated financial
information for our company. You should read the information set forth below
together with the other financial information contained in this prospectus.



                                                               FISCAL YEAR ENDED(1)
                                             ---------------------------------------------------------
                                             DECEMBER 26,   DECEMBER 25,   DECEMBER 30,   DECEMBER 29,
                                               1998(2)        1999(3)        2000(4)        2001(5)
                                             ------------   ------------   ------------   ------------
                                                  (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
                                                                              
INCOME STATEMENT DATA:
Net sales(6)...............................    $14,678        $14,272        $14,444        $15,628
Costs and expenses:
  Cost of sales(6).........................     13,228         12,835         13,097         14,437
  Selling and administrative...............      1,251          1,262          1,187            961
  Interest expense.........................        161            165            175            166
  Interest income..........................        (37)           (40)           (33)           (26)
  Equity investment results................         12             10              8              2
  Litigation charge (credit)...............          8             --             (2)            49
  Impairment/restructuring charge
     (credit)..............................        653            103            213            (24)
                                               -------        -------        -------        -------
     Total costs and expenses..............     15,276         14,335         14,645         15,565
                                               -------        -------        -------        -------
Earnings (loss) before taxes...............       (598)           (63)          (201)            63
Taxes on income (loss).....................        (87)           (18)           (79)            36
                                               -------        -------        -------        -------
Earnings (loss) before extraordinary
  charge...................................       (511)           (45)          (122)            27
Extraordinary charge from early retirement
  of debt (net of taxes)...................         --             --             --             (4)
                                               -------        -------        -------        -------
     Net earnings (loss)...................    $  (511)       $   (45)       $  (122)       $    23
                                               =======        =======        =======        =======
Diluted earnings (loss) per share..........    $(13.48)       $ (1.17)       $ (3.15)       $   .52
BALANCE SHEET DATA: (AT END OF PERIOD)
  Cash and cash equivalents................    $     6        $     7        $    30        $    17
  Total assets.............................      3,491          3,573          3,403          3,655
  Total debt (including current maturities
     and capital leases)...................      1,566          1,694          1,669          1,811
  Shareholders' equity.....................        570            561            427            498
OTHER FINANCIAL AND OPERATING DATA:
  EBITDA(7)................................    $  (237)       $   281        $   154        $   385
  Depreciation and amortization(8).........        180            158            169            166
  Capital expenditures.....................        200            166            151            238


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

(1) Fiscal 2000 is a 53-week year; all other years are 52 weeks.

(2) The results in 1998 reflect an impairment/restructuring charge with related
    costs totaling $668 million ($543 million after-tax) related to the
    strategic plan.

(3) The results in 1999 reflect an impairment/restructuring charge with related
    costs totaling $137 million ($92 million after-tax) related to our strategic
    plan. Such period also reflects one-time items ($31 million charge to close
    ten conventional retail stores, income of $22 million from extinguishing a
    portion of the self-insured workers' compensation liability, interest income
    of $9 million related to refunds in federal income taxes from prior years,
    and $6 million in gains from the sale of distribution facilities) netting to
    $6 million of income ($3 million after-tax).

                                        9


(4) The results in 2000 reflect an impairment/restructuring charge with related
    costs totaling $309 million ($183 million after-tax) relating to our
    strategic plan. Such period also reflects one-time items ($10 million charge
    related primarily to asset impairment on retail stores, income of $2 million
    relating to litigation settlements, and $9 million in gains from the sale of
    distribution facilities) netting to less than $1 million of income ($1
    million loss after-tax).

(5) The results in 2001 reflect an impairment/restructuring charge with related
    costs totaling $24 million ($25 million after-tax reflecting the tax expense
    impact of goodwill permanent differences from the sale of certain retail
    stores) relating to our strategic plan. Such period also reflects one-time
    items ($49 million in charges relating to litigation settlements, $20
    million in charges relating to Kmart's bankruptcy reorganization and $2
    million due to early retirement of debt) netting to approximately $70
    million in charges ($42 million after-tax).

(6) During the fourth quarter of 2000 we adopted EITF 99-19 and restated sales
    and cost of sales for all prior periods. The adoption had no effect on gross
    margins or earnings.

(7) EBITDA is earnings before extraordinary items, interest expense, income
    taxes, depreciation and amortization, equity investment results and LIFO
    provision. EBITDA should not be considered as an alternative measure of our
    net income, operating performance, cash flow or liquidity. We provide it as
    additional information related to our ability to service debt; however,
    conditions may require conservation of funds for other uses. Although we
    believe EBITDA enhances your understanding of our financial condition, this
    measure, when viewed individually, is not necessarily a better indicator of
    any trend as compared to measures (e.g., net sales, net earnings, net cash
    flows, etc.) conventionally computed in accordance with GAAP. Amounts
    presented may not be comparable to similar measures disclosed by other
    companies.

(8) Depreciation and amortization expense includes goodwill amortization and
    excludes amortization of debt cost which is reflected in interest expense.

                                        10


                                  RISK FACTORS

     You should read and carefully consider the risks described below, together
with the other information contained in or incorporated by reference into this
prospectus, before making a decision to tender your old notes in the exchange
offer. The risk factors set forth below, other than the first risk factor set
forth below, are generally applicable to the old notes as well as the exchange
notes. If any of the following risks actually occur, our business, financial
condition, operating results and prospects could be materially adversely
affected, which in turn could adversely affect our ability to repay the notes.

IF YOU DO NOT EXCHANGE YOUR SERIES C NOTES PURSUANT TO THIS EXCHANGE OFFER, YOU
MAY NOT BE ABLE TO SELL YOUR SERIES C NOTES.

     If you are a holder of Series C notes, it may be difficult for you to sell
Series C notes that are not exchanged in the exchange offer. Those notes may not
be offered or sold unless they are registered or they are exempt from the
registration requirements under the Securities Act and applicable state
securities laws. The restrictions on transfer of your Series C notes arise
because we issued the Series C notes pursuant to an exemption from the
registration requirements of the Securities Act and applicable state securities
laws. We do not intend to register the Series C notes under the Securities Act.

     If you do not tender your Series C notes or if we do not accept some of
your Series C notes, those notes will continue to be subject to the transfer and
exchange restrictions in:

     - the indenture;

     - the legend on the Series C notes; and

     - the offering memorandum relating to the Series C notes.

     Moreover, to the extent Series C notes are tendered and accepted in the
exchange offer, the trading market, if any, for the Series C notes would be
adversely affected.

IF YOU DO NOT EXCHANGE YOUR SERIES B NOTES PURSUANT TO THIS EXCHANGE OFFER, YOU
MAY NOT BE ABLE TO SELL YOUR SERIES B NOTES.

     The purpose of our offer to exchange both the Series B notes and the Series
C notes is to create a single series of debt securities having a total
outstanding principal amount that is the combination of the Series B notes and
Series C notes. However, as Series B notes are exchanged in this exchange offer,
the remaining amount of Series B notes outstanding will be equally reduced.
Thus, holders of Series B notes who do not participate in the exchange offer may
find it difficult to sell their Series B notes because the liquidity of, and
trading market for, such Series B notes may be greatly diminished upon
completion of the exchange offer.

WE HAVE A SUBSTANTIAL AMOUNT OF DEBT AND DEBT SERVICE OBLIGATIONS, WHICH COULD
ADVERSELY AFFECT OUR FINANCIAL HEALTH AND PREVENT US FROM FULFILLING OUR
OBLIGATIONS UNDER THE NOTES.

     We have a substantial amount of debt outstanding. The following chart shows
certain important credit statistics as of December 29, 2001.



                                                              AS OF DECEMBER 29, 2001
                                                                    AS ADJUSTED
                                                              -----------------------
                                                           
Total debt (including capital leases).......................      $1,811 million
Shareholders' equity........................................         498 million
Total capitalization........................................       2,309 million
Debt to capitalization......................................                 78%


     Our substantial amount of debt could have important consequences to you.
For example, it could:

     - make it more difficult for us to satisfy our obligations with respect to
       the notes;

     - require us to dedicate a substantial portion of our cash flow to payments
       on our debt;

                                        11


     - increase our vulnerability to general adverse economic and industry
       conditions;

     - limit our ability to fund future working capital, capital expenditures
       and other general corporate requirements;

     - limit our flexibility in planning for, or reacting to, changes in our
       business and the industry in which we operate; and

     - limit, along with the financial and other restrictive covenants in our
       debt, among other things, our ability to borrow additional funds. If we
       fail to comply with those covenants, it could result in an event of
       default which, if not cured or waived, could have a material adverse
       effect on our financial condition.

     We and our subsidiaries may be able to incur substantial additional debt in
the future, including secured debt. The terms of the indentures governing our
outstanding debt do not fully prohibit us or our subsidiaries from doing so. As
of December 29, 2001 our credit facility permitted additional borrowings of up
to $347 million, all of which was senior to the notes. If new debt is added to
our and our subsidiaries' current debt levels, the related risks that we and
they now face could intensify.

     Our ability to make payments on and to refinance our debt will depend on
our financial and operating performance, which may fluctuate significantly from
quarter to quarter and is subject to prevailing economic conditions and to
financial, business and other factors beyond our control.

     We cannot assure you that our business will generate sufficient cash flow
from operations or that future borrowings will be available to us under our
credit facility in an amount sufficient to enable us to pay our debt, including
the notes, or to fund our other liquidity needs. We may need to refinance all or
a portion of our debt, including the notes, on or before maturity. We cannot
assure you that we will be able to refinance any of our debt, including our
credit facility or the notes, on commercially reasonable terms or at all.

WE MAY BE MATERIALLY ADVERSELY AFFECTED BY THE BANKRUPTCY OF KMART CORPORATION.

     Kmart Corporation is our largest customer, accounting for 20% of our net
sales in 2001. On January 22, 2002, Kmart and certain of its subsidiaries filed
voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code.
Shortly thereafter, Kmart and Fleming entered into a critical vendor agreement
under the terms of which Kmart paid us $76 million and we agreed to supply Kmart
for two years. We will assert a prepetition claim in the bankruptcy proceeding
for obligations under our ten-year distribution agreement. A material portion of
this claim may not be paid by Kmart.

     The terms of our distribution agreement provide that Kmart can terminate
if, among other things, the volume of Kmart's purchases decline by certain
amounts, if we materially breach our obligations, including a failure to
maintain specified service levels, or if we experience certain types of changes
of control. Kmart can also elect to terminate the distribution agreement on
12-months written notice given after the fifth anniversary of its effective
date, with the termination to take place at the end of a transition period of up
to an additional 12 months at Kmart's discretion.

     Subject to the effect of the critical vendor agreement, Kmart has the right
to assume or reject the distribution agreement with us. If Kmart rejects it, a
breach by Kmart will result, effective immediately prior to the bankruptcy
filing date, but we may still have to supply Kmart for a 12-month transition
period. If Kmart assumes the distribution agreement, it would be required to
cure all defaults, including payment of our prepetition claim. Because Kmart is
a substantial portion of our business, negative information about Kmart's
performance, financial condition, business prospects and progress through its
bankruptcy may adversely affect the market and prices of our securities.

     We cannot predict at this date what affect this bankruptcy will have on us,
but Kmart's announced plan to close 284 stores will cause a decrease in our
sales and earnings. Further, a failure by Kmart to successfully reorganize or to
continue as a going concern would have a material adverse effect on us. Also,
although no material litigation is currently outstanding, we may be involved in
litigation related to the Kmart bankruptcy, including litigation with vendors
from whom we ordered product.

                                        12


THE NOTES ARE SUBORDINATED TO ALL SENIOR INDEBTEDNESS.

     The notes and the guarantees of the notes by our subsidiaries are
subordinated in right of payment to all of our existing and future Senior
Indebtedness, as defined in the "Description of Notes -- Subordination" section
of this prospectus. As a result, in the event of bankruptcy, liquidation or
reorganization or upon acceleration of the notes due to an event of default and
in specific other events, our assets will be available to pay obligations on the
notes only after all Senior Indebtedness has been paid in full in cash or other
payment satisfactory to the holders of the notes. The incurrence of additional
indebtedness and other liabilities could adversely affect our ability to pay our
obligations on the notes. As of December 29, 2001, we and our subsidiaries had
$1.8 billion of indebtedness, of which $1.0 billion was senior to the notes. We
anticipate that from time to time we may incur additional indebtedness,
including Senior Indebtedness.

THE INTERNAL REVENUE SERVICE MAY ASSERT THAT THE SERIES C NOTES (AND THEREFORE
THE EXCHANGE NOTES RECEIVED FOR THE SERIES C NOTES EXCHANGED IN THE EXCHANGE
OFFER) HAVE BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT BECAUSE OF A SPECIAL
PAYMENT MADE TO INITIAL PURCHASERS OF THE SERIES C NOTES.

     We intend to take the position that the Series C notes were not issued with
original issue discount for federal income tax purposes. We cannot assure you,
however, that the Internal Revenue Service will not assert a contrary position.
The IRS may take a position that the issue price of the Series C notes equals
the offering price reduced by a special payment made to initial purchasers of
the Series C notes to compensate such purchasers for agreeing to a delayed
closing date for the initial purchase, and, accordingly, the Series C notes were
issued with original issue discount. If this position were to prevail, the
holders of the Series C notes and the holders of the exchange notes received for
the Series C notes exchanged in the exchange offer would be required to include
the amount of original issue discount in gross income over the term of such
notes based on a constant yield method and therefore holders of such notes would
be required to include amounts in gross income without a contemporaneous receipt
of cash. Accordingly, the Series C notes and the exchange notes received for
Series C notes exchanged in the exchange offer would not be fungible for federal
income tax purposes with our outstanding Series B notes and the exchange notes
received for Series B notes exchanged in the exchange offer. We have not
obtained any ruling from the IRS or any opinion of counsel on this matter.
Investors are strongly urged to consult their own advisors regarding the
determination of the issue price of the Series C notes and the exchange notes
received for the Series C notes exchanged in the exchange offer, and the
federal, state, and foreign tax consequences of holding or disposing of a debt
security issued with original issue discount.

NOT ALL OF OUR SUBSIDIARIES WILL GUARANTEE THE NOTES, AND YOUR RIGHT TO RECEIVE
PAYMENTS ON THE NOTES COULD BE ADVERSELY AFFECTED IF ANY OF OUR NON-GUARANTOR
SUBSIDIARIES DECLARE BANKRUPTCY, LIQUIDATE OR REORGANIZE.

     Not all of our subsidiaries will guarantee the notes. In the event any of
our non-guarantor subsidiaries becomes insolvent, liquidates, reorganizes,
dissolves or otherwise winds up, holders of their indebtedness and their trade
creditors will generally be entitled to payment on their claims from the assets
of those subsidiaries before any of those assets are made available to us.
Consequently, your claims in respect of the notes will be effectively
subordinated to all of the liabilities of our non-guarantor subsidiaries.

THE INDENTURES GOVERNING THE NOTES, OUR CREDIT FACILITY AND OUR OTHER EXISTING
INDEBTEDNESS CONTAIN PROVISIONS THAT COULD MATERIALLY RESTRICT OUR BUSINESS.

     The indentures governing the notes, our credit facility and our other
existing indebtedness contain a number of significant covenants that, among
other things, restrict our ability to:

     - dispose of assets;

     - incur additional debt;

     - guarantee third-party obligations;

     - repay other debt or amend other debt instruments;
                                        13


     - create liens on assets;

     - enter into capital leases;

     - make investments, loans or advances;

     - make acquisitions or engage in mergers or consolidations;

     - make capital expenditures; and

     - engage in certain transactions with our subsidiaries and affiliates.

     In addition, under our credit facility and indentures, we are required to
meet a number of financial ratios and tests.

     Our ability to comply with these covenants may be affected by events beyond
our control. If we breach any of these covenants or restrictions, it could
result in an event of default under our credit facility and the documents
governing our other existing indebtedness, which would permit our lenders to
declare all amounts borrowed thereunder to be due and payable, together with
accrued and unpaid interest, and our senior lenders could terminate their
commitments to make further extensions of credit under our credit facility. If
we were unable to repay debt to our secured lenders, they could proceed against
the collateral securing the debt.

IF THE CUSTOMERS TO WHOM WE LEND MONEY OR FOR WHOM WE GUARANTEE STORE LEASE
OBLIGATIONS FAIL TO REPAY US, IT COULD HARM OUR FINANCIAL CONDITION.

     We provide subleases, extend loans to and make investments in many of our
retail store customers, often in conjunction with the establishment of long-term
supply contracts. As of December 29, 2001, we had an aggregate of $118 million
in outstanding loans to our customers. Our loans to our customers are generally
not investment grade and are highly illiquid. We also have investments in
customers through direct financing leases of real property and equipment, lease
guarantees, operating leases or credit extensions for inventory purchases.

     Although we have strict credit policies and apply cost/benefit analyses to
these investment decisions, we face the risk that credit losses from existing or
future investments or commitments could adversely affect our financial
condition. Our credit loss expense from receivables as well as from investments
in customers was $29 million in 2000 and $38 million in 2001 (including a $17
million charge relating to the Kmart bankruptcy).

VARIOUS CHANGES IN THE DISTRIBUTION AND RETAIL MARKETS IN WHICH WE OPERATE HAVE
LED AND MAY CONTINUE TO LEAD TO REDUCED SALES AND MARGINS AND LOWER
PROFITABILITY FOR OUR CUSTOMERS AND, CONSEQUENTLY, FOR US.

     The distribution and retail markets in which we operate are undergoing
accelerated change as distributors and retailers seek to lower costs and provide
additional services in an increasingly competitive environment. An example of
this is the growing trend of large self-distributing chains consolidating to
reduce costs and gain efficiencies. Eating away from home and alternative format
food stores, such as warehouse stores and supercenters, have taken market share
from traditional supermarket operators, including independent grocers, many of
whom are our customers. Vendors, seeking to ensure that more of their
promotional fees and allowances are used by retailers to increase sales volume,
increasingly direct promotional dollars to large self-distributing chains. We
believe that these changes have led to reduced sales, reduced margins and lower
profitability among many of our customers and, consequently, for us. If the
strategies we have developed in response to these changing market conditions are
not successful, it could harm our financial condition and business prospects.

CONSUMABLE GOODS DISTRIBUTION IS A LOW-MARGIN BUSINESS AND IS SENSITIVE TO
ECONOMIC CONDITIONS.

     We derive most of our revenues from the consumable goods distribution
industry. This industry is characterized by a high volume of sales with
relatively low profit margins. A significant portion of our sales are at prices
that are based on product cost plus a percentage markup. Consequently, our
results of operations may

                                        14


be negatively impacted when consumable goods prices go down, even though our
percentage markup may remain constant. The consumable goods industry is also
sensitive to national and regional economic conditions, and the demand for our
consumable goods has been adversely affected from time to time by economic
downturns. Additionally, our distribution business is sensitive to increases in
fuel and other transportation-related costs.

WE FACE INTENSE COMPETITION IN BOTH OUR DISTRIBUTION AND RETAIL MARKETS, AND IF
WE ARE UNABLE TO COMPETE EFFECTIVELY IN THESE MARKETS, IT COULD HARM OUR
BUSINESS.

     Our distribution group operates in a highly competitive market. We face
competition from local, regional and national food distributors on the basis of
price, quality and assortment, schedules and reliability of deliveries and the
range and quality of services provided. We also compete with retail supermarket
chains that self-distribute, purchasing directly from vendors and distributing
products to their supermarkets for sale to the consumer. Consolidation of
self-distributing chains may produce even stronger competition for our
distribution group.

     Our retail group 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 in food marketing
and distribution with alternative store formats, such as warehouse stores and
supercenters, which depend on concentrated buying power and low-cost
distribution technology. We expect that stores with alternative formats will
continue to increase their market share in the future. Retail consolidations not
only produce stronger competition for our retail group, but may also result in
declining sales in our distribution group if our existing customers are acquired
by self-distributing chains or if self-distributing chains are otherwise able to
increase their market share.

     Some of our competitors have greater financial and other resources than we
do. In addition, consolidation in the industry, heightened competition among our
vendors, new entrants and trends toward vertical integration could create
additional competitive pressures that reduce our margins and adversely affect
our business. If we fail to successfully respond to these competitive pressures
or to implement our strategies effectively, it could have a material adverse
effect on our financial condition and business prospects.

BECAUSE WE OWN AND OPERATE REAL ESTATE, WE FACE THE RISK OF BEING HELD LIABLE
FOR ENVIRONMENTAL DAMAGES THAT MAY OCCUR ON OUR PROPERTIES.

     Our facilities and operations are subject to various laws, regulations and
judicial and administrative orders concerning protection of the environment and
human health, including provisions regarding the transportation, storage,
distribution, disposal or discharge of certain materials. In conformity with
these provisions, we have a comprehensive program for testing, removal,
replacement or repair of our underground fuel storage tanks and for site
remediation where necessary. Although we have established reserves that we
believe will be sufficient to satisfy the anticipated costs of all known
remediation requirements, we cannot assure you that these reserves will be
sufficient.

     We and others have been designated by the U.S. Environmental Protection
Agency and by similar state agencies as potentially responsible parties under
the Comprehensive Environmental Response, Compensation and Liability Act, or
CERCLA, or similar state laws, as applicable, with respect to EPA-designated
Superfund sites. While liability under CERCLA for remediation at these sites is
generally joint and several with other responsible parties, we believe that, to
the extent we are ultimately determined to be liable for the expense of
remediation at any site, such liability will not result in a material adverse
effect on our consolidated financial position or results of operations. We are
committed to maintaining the environment and protecting natural resources and
human health and to achieving full compliance with all applicable laws,
regulations and orders.

                                        15


WE ARE A PARTY TO OR THREATENED WITH VARIOUS LITIGATION AND CONTINGENT LOSS
SITUATIONS ARISING IN THE ORDINARY COURSE OF OUR BUSINESS. IF ANY PROCEEDING IS
RESOLVED AGAINST US, IT COULD HARM OUR FINANCIAL CONDITION AND BUSINESS
PROSPECTS.

     We are a party to or threatened with various other litigation and
contingent loss situations arising in the ordinary course of our business
including:

     - disputes with customers and vendors;

     - disputes with owners or creditors of financially troubled or failed
       customers;

     - disputes with employees regarding labor conditions, wages, workers'
       compensation matters and alleged discriminatory practices;

     - disputes with insurance carriers;

     - disputes with landlords and lessees; and

     - disputes with tax authorities;

some of which may be for substantial amounts. We would incur the costs of
defending any such litigation whether or not any claim had merit. We intend to
vigorously defend against all lawsuits, but we cannot predict the outcome of any
case. An unfavorable outcome in any case could harm our business and financial
condition.

BECAUSE WE SELL FOOD AND OTHER PRODUCTS, WE ARE SUBJECT TO PRODUCT LIABILITY
CLAIMS.

     Like any other seller of food and other products, we face the risk of
exposure to product liability claims in the event that people who purchase
products we sell become injured or experience illness as a result. We believe
that we have sufficient primary and excess umbrella liability insurance to
protect us against any product liability claims that may arise. However, this
insurance may not continue to be available at a reasonable cost, or, even if it
is available, it may not be adequate to cover our liabilities. We generally seek
contractual indemnification and insurance coverage from parties supplying our
products, but this indemnification or insurance coverage is limited, as a
practical matter, to the creditworthiness of the indemnifying party and the
policy limits of any insurance provided by suppliers. If we do not have adequate
insurance or contractual indemnification to cover our liabilities, product
liability claims relating to defective food and other products could materially
reduce our earnings.

OUR CURRENT STRATEGY INVOLVES GROWTH THROUGH ACQUISITIONS, WHICH REQUIRES US TO
INCUR SUBSTANTIAL COSTS AND POTENTIAL LIABILITIES FOR WHICH WE MAY NEVER REALIZE
THE ANTICIPATED BENEFITS.

     Part of our growth strategy for our retail group involves selective
strategic acquisitions of stores operated by others. In addition, our
distribution group intends to seek strategic acquisitions of other distribution
centers on a limited basis. Since the beginning of 2000, we have acquired
several businesses. In April 2001, we acquired Minter-Weisman Co., a wholesale
distribution company serving over 800 convenience stores in Minnesota, Wisconsin
and surrounding states. In April 2001, we also purchased seven Food 4 Less
stores located in Central California from Whitco Foods, Inc. which we continue
to operate as price impact stores under the Food 4 Less banner. During August
2001, we facilitated the third-party purchase of 36 stores located in New Mexico
and Texas from Furrs Supermarkets, most of which were purchased by Fleming-
supplied independent operators. In September 2001, we purchased five Smith's
Food & Drug Stores located in New Mexico and Texas from Kroger Co. which we
operate under our price impact format. Also in September 2001, we purchased
certain assets and inventory of Miller & Hartman South, LLC, a wholesale
distributor serving over 1,800 convenience stores in Kentucky and surrounding
states.

     We cannot assure you that we will be able to continue to implement our
growth strategy, or that this strategy will ultimately be successful. We
regularly engage in evaluations of potential acquisitions and are in various
stages of discussion regarding possible acquisitions, certain of which, if
consummated, could be significant to us. Any potential acquisitions may result
in significant transaction expenses, increased interest

                                        16


and amortization expense, increased depreciation expense and increased operating
expense, any of which could have a material adverse effect on our operating
results.

     Achieving the benefits of these acquisitions will depend in part on our
ability to integrate those businesses with our business in an efficient manner.
We cannot assure you that this will happen or that it will happen in an
efficient manner. Our consolidation of operations following these acquisitions
may require substantial attention from our management. The diversion of
management attention and any difficulties encountered in the transition and
integration process could have a material adverse effect on our ability to
achieve expected net sales, operating expenses and operating results for these
acquired businesses. We cannot assure you that we will realize any of the
anticipated benefits of any acquisition, and if we fail to realize these
anticipated benefits, our operating performance could suffer.

     Furthermore, we may not be able to identify suitable acquisition candidates
in the future, obtain acceptable financing or consummate any future
acquisitions.

WE OPERATE IN A COMPETITIVE LABOR MARKET, AND A SUBSTANTIAL NUMBER OF OUR
EMPLOYEES ARE COVERED BY COLLECTIVE BARGAINING AGREEMENTS.

     Our continued success will depend on our ability to attract and retain
qualified personnel in both our distribution and retail groups. We compete with
other businesses in our markets with respect to attracting and retaining
qualified employees. A shortage of qualified employees would require us to
enhance our wage and benefits packages in order to compete effectively in the
hiring and retention of qualified employees or to hire more expensive temporary
employees. In addition, about 42% of our employees are covered by collective
bargaining agreements, most of which expire at various times over the course of
the next five years. We cannot assure you that we will be able to renew our
collective bargaining agreements, that our labor costs will not increase, that
we will be able to recover any increases through increased prices charged to
customers or that we will not suffer business interruptions as a result of
strikes or other work stoppages. If we fail to attract and retain qualified
employees, to control our labor costs, or to recover any increased labor costs
through increased prices charged to our customers, it could harm our business.

UNDER CERTAIN CIRCUMSTANCES, FEDERAL AND STATE LAWS MAY ALLOW COURTS TO VOID THE
NOTES AND THE GUARANTEES AND REQUIRE NOTEHOLDERS TO RETURN PAYMENTS THEY RECEIVE
FROM US.

     Under the federal Bankruptcy Code and comparable provisions of state
fraudulent transfer laws, a court could void the notes and guarantees or
subordinate claims in respect of the notes and guarantees to all of our other
debts if, among other things, we or any of the Subsidiary Guarantors, at the
time we incurred the indebtedness evidenced by the notes or guarantees:

     - received less than reasonably equivalent value or fair consideration for
       the incurrence of such notes or guarantees; and

     - were insolvent or rendered insolvent by reason of the incurrence; or

     - were engaged in a business or transaction for which our remaining assets
       constituted unreasonably small capital; or

     - intended to incur, or believed that we would incur, debts beyond our
       ability to pay such debts as they became due.

     In addition, a court could void any payment by us or a guarantor or require
a noteholder to return the payment to us or a guarantor, or to a fund for the
benefit of our creditors.

     The measures of insolvency for purposes of these fraudulent transfer laws
vary depending upon the law applied in any proceeding to determine whether a
fraudulent transfer has occurred. Generally, however, we or a guarantor would be
considered insolvent if:

     - the sum of our debts, including contingent liabilities, were greater than
       the fair saleable value of all of our assets; or

                                        17


     - the present fair saleable value of our assets was less than the amount
       that would be required to pay our probable liability on our existing
       debts, including contingent liabilities, as they become absolute and
       mature; or

     - we could not pay our debts as they become due.

     On the basis of our historical financial information, recent operating
history and other factors, we believe that after giving effect to the issuance
of the notes and the guarantees, neither we nor any of the Subsidiary Guarantors
will be insolvent, have unreasonably small capital for the respective businesses
in which we are engaged or have incurred debts beyond our respective abilities
to pay debts as they mature. However, we cannot assure you that a court making
these determinations would agree with our conclusions in this regard.

WE MAY NOT HAVE THE ABILITY TO RAISE THE FUNDS NECESSARY TO FINANCE THE CHANGE
OF CONTROL OFFER REQUIRED BY THE INDENTURES. IN ADDITION, OUR BYLAWS MAY NOT
PERMIT US TO MAKE THE CHANGE OF CONTROL PAYMENT EVEN IF WE DO HAVE THE FUNDS.

     Upon the occurrence of a Change of Control Triggering Event of Fleming, we
will be required to offer to repurchase all outstanding notes and other
outstanding debt. If a Change of Control Triggering Event were to occur, we
cannot assure you that we would have sufficient funds to pay the repurchase
price for all the notes tendered by the holders. Our existing credit agreement
and indentures contain, and any future other agreements relating to other
indebtedness to which we become a party may contain, restrictions or
prohibitions on our ability to repurchase notes or may provide that an
occurrence of a change of control constitutes an event of default under, or
otherwise requires payment of amounts borrowed under those agreements. If a
Change of Control Triggering Event occurs at a time when we are prohibited from
repurchasing the notes, we could seek the consent of our then existing lenders
and note holders to the repurchase of the notes or could attempt to refinance
the borrowings that contain the prohibition. If we do not obtain such a consent
or repay the borrowings, we would remain prohibited from repurchasing the notes.
In that case, our failure to repurchase tendered notes would constitute an event
of default under the Indenture and may constitute a default under the terms of
other indebtedness that we may enter into from time to time. In addition, our
bylaws contain a provision that prohibits us from adopting a shareholder rights
plan or any other form of "poison pill" without the prior approval of holders of
at least a majority of the shares of our outstanding capital stock. It is
unclear whether this provision of our bylaws would prohibit us from repurchasing
the notes in the event of a change of control. If a court concluded that the
change of control provisions of the Indenture were inconsistent with or
prohibited by our bylaws, we may not be able to repurchase the notes.

     For more details, see the section "Description of Notes" under the heading
"Purchase of Notes Upon a Change of Control Triggering Event."

YOU CANNOT BE SURE THAT AN ACTIVE TRADING MARKET WILL DEVELOP FOR THE EXCHANGE
NOTES.

     Before this exchange offer, there was no established trading market for the
exchange notes. We have been informed by the initial purchasers of the old notes
that they intend to make a market in the exchange notes. However, they may cease
their market-making at any time. In addition, the liquidity of the trading
market in the exchange notes, and the market price quoted for the exchange
notes, may be adversely affected by changes in the overall market for high yield
securities and by changes in our financial performance or prospects for
companies in our industry generally. As a result, you cannot be sure that an
active trading market will develop for these notes.

VOLATILE TRADING PRICES MAY REQUIRE YOU TO BEAR THE FINANCIAL RISK OF AN
INVESTMENT IN THE NOTES FOR AN INDEFINITE PERIOD OF TIME.

     If a market develops for the notes, the notes might trade at prices higher
or lower than their initial offering price. The trading price would depend on
many factors, such as prevailing interest rates, the market for similar
securities, general economic conditions, and our financial condition,
performance and business prospects. Historically, the market for non-investment
grade debt has been subject to disruptions that have caused substantial
fluctuation in the prices of these securities. The market for the notes may be
subject to such
                                        18


disruptions, which could have an adverse effect on the price of the notes. You
should be aware that you may be required to bear the financial risk of an
investment in the notes for an indefinite period of time.

     In addition, because we depend on Kmart for a substantial portion of our
business, negative information about Kmart's performance, financial condition
and business prospects may adversely affect the market and prices of our
securities, including the market and price of the notes.

TERRORIST ATTACKS AND OTHER ACTS OF VIOLENCE OR WAR MAY AFFECT THE MARKETS ON
WHICH THE NOTES TRADE, THE MARKETS IN WHICH WE OPERATE, OUR OPERATIONS AND OUR
PROFITABILITY.

     Terrorist attacks may negatively affect our operations and your investment.
There can be no assurance that there will not be further terrorist attacks
against the United States or U.S. businesses. These attacks or armed conflicts
may directly impact our physical facilities or those of our suppliers or
customers. Furthermore, these attacks may make travel and the transportation of
our supplies and products more difficult and more expensive and ultimately
affect our sales.

     Also as a result of terrorism, the United States has entered into an armed
conflict which could have a further impact on our sales, our supply chain, and
our ability to deliver product to our customers. Political and economic
instability in some regions of the world may also result and could negatively
impact our business. The consequences of any of these armed conflicts are
unpredictable, and we may not be able to foresee events that could have an
adverse effect on our business or your investment.

     More generally, any of these events could cause consumer confidence and
spending to decrease or result in increased volatility in the United States and
worldwide financial markets and economy. They also could result in economic
recession in the United States or abroad. Any of these occurrences could have a
significant impact on our operating results, revenues and costs and may result
in the volatility of the market price for our securities and on the future price
of our securities.

                                        19


                               THE EXCHANGE OFFER

PURPOSE OF THE EXCHANGE OFFER

     We issued our 10-5/8% Series A senior subordinated notes due 2007 on July
25, 1997 to Bear, Stearns & Co. Inc., Chase Securities Inc., BancAmerica
Securities, Inc. and Societe Generale Securities Corporation pursuant to a
purchase agreement. These initial purchasers subsequently resold our Series A
notes to "qualified institutional buyers" as defined under Rule 144A of the
Securities Act, in reliance on Rule 144A, and outside the United States under
Regulation S of the Securities Act. We subsequently completed an exchange offer
in which we exchanged all of our outstanding Series A notes for our Series B
notes. Our Series B notes are registered under the Securities Act.

     We issued the Series C notes on October 15, 2001 to Deutsche Banc Alex.
Brown Inc., J.P. Morgan Securities Inc., Lehman Brothers Inc., Bear, Stearns &
Co. Inc., First Union Securities, Inc. and UBS Warburg LLC, the initial
purchasers, pursuant to a purchase agreement. The initial purchasers
subsequently sold the Series C notes to "qualified institutional buyers," as
defined in Rule 144A under the Securities Act, in reliance on Rule 144A, and
outside the United States under Regulation S of the Securities Act. As a
condition to the sale of the Series C notes, we entered into a registration
rights agreement with the initial purchasers on October 15, 2001. Pursuant to
the registration rights agreement, we agreed that we would:

          (1) file a registration statement with the SEC with respect to the
     exchange notes on or before January 13, 2002;

          (2) use all reasonable efforts to cause the registration statement to
     be declared effective by the SEC on or before April 13, 2002;

          (3) use all reasonable efforts to keep the registration statement
     effective until the closing of the exchange offer;

          (4) use all reasonable efforts to keep the exchange offer open for not
     less than 30 days (or longer if required by applicable law) after the date
     that notice of the exchange offer is mailed to holders of the Series C
     notes; and

          (5) use our best efforts to consummate the exchange offer on or before
     May 28, 2002.

     We filed a copy of the registration rights agreement as an exhibit to the
registration statement.

     We are also making the exchange offer available to holders of our Series B
notes. The purpose of our offer to exchange both the Series B notes and the
Series C notes is to create a single series of debt securities having a total
outstanding principal amount that is the combination of the Series B notes and
Series C notes. As of the date of this prospectus, $250,000,000 principal amount
of Series B notes and $150,000,000 principal amount of Series C notes are
outstanding.

RESALE OF THE EXCHANGE NOTES

     Based upon an interpretation by the staff of the SEC contained in no-action
letters issued to third parties, we believe that you may exchange old notes for
exchange notes in the ordinary course of business. For further information on
the SEC's position, see Exxon Capital Holdings Corporation, available May 13,
1988, Morgan Stanley & Co. Incorporated, available June 5, 1991 and Shearman &
Sterling, available July 2, 1993, and other interpretive letters to similar
effect. You will be allowed to resell exchange notes to the public without
further registration under the Securities Act and without delivering to
purchasers of the exchange notes a prospectus that satisfies the requirements of
Section 10 of the Securities Act so long as you do not participate, do not
intend to participate, and have no arrangement with any person to participate,
in a distribution of the exchange notes. However, the foregoing does not apply
to you if you are:

     - a broker-dealer who purchased the exchange notes directly from us to
       resell pursuant to Rule 144A or any other available exemption under the
       Securities Act; or

     - you are an "affiliate" of ours within the meaning of Rule 405 under the
       Securities Act.
                                        20


     In addition, if:

     - you are a broker-dealer; or

     - you acquire exchange notes in the exchange offer for the purpose of
       distributing or participating in the distribution of the exchange notes,

you cannot rely on the position of the staff of the SEC contained in the
no-action letters mentioned above and must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with any
resale transaction, unless an exemption from registration is otherwise
available.

     Each broker-dealer that receives exchange notes for its own account in
exchange for old notes, which the broker-dealer acquired as a result of
market-making activities or other trading activities, must acknowledge that it
will deliver a prospectus in connection with any resale of the exchange notes.
The letter of transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. A broker-dealer may use
this prospectus, as it may be amended or supplemented from time to time, in
connection with resales of exchange notes received in exchange for old notes
which the broker-dealer acquired as a result of market-making or other trading
activities.

TERMS OF THE EXCHANGE OFFER

     Upon the terms and subject to the conditions described in this prospectus
and in the letter of transmittal, we will accept any and all old notes validly
tendered and not withdrawn before the expiration date. We will issue $1,000
principal amount of exchange notes in exchange for each $1,000 principal amount
of outstanding old notes surrendered pursuant to the exchange offer. You may
tender old notes only in integral multiples of $1,000.

     The form and terms of the exchange notes are the same as the form and terms
of the Series C notes except that:

     - we will register the exchange notes under the Securities Act and,
       therefore, the exchange notes will not bear legends restricting their
       transfer; and

     - holders of the exchange notes will not be entitled to any of the rights
       of holders of Series C notes under the registration rights agreement,
       which rights will terminate upon the completion of the exchange offer.

The exchange notes will evidence the same debt as the old notes. The indenture
governing the exchange notes is the same indenture that governs the Series C
notes and is substantially similar in all of its material terms to the indenture
governing the Series B notes.

     As of the date of this prospectus, $250,000,000 in aggregate principal
amount of the Series B notes and $150,000,000 in aggregate principal amount of
the Series C notes are outstanding and registered in the name of Cede & Co., as
nominee for The Depository Trust Company. Only registered holders of the old
notes, or their legal representative or attorney-in-fact, as reflected on the
records of the trustee under the indentures, may participate in the exchange
offer. We will not set a fixed record date for determining registered holders of
the old notes entitled to participate in the exchange offer.

     You do not have any appraisal or dissenters' rights under the indenture in
connection with the exchange offer. We intend to conduct the exchange offer in
accordance with the provisions of the registration rights agreement and the
applicable requirements of the Securities Act, the Exchange Act and the rules
and regulations of the SEC.

     We will be deemed to have accepted validly tendered old notes when, as and
if we had given oral or written notice of acceptance to the exchange agent. The
exchange agent will act as your agent for the purposes of receiving the exchange
notes from us.

                                        21


     If you tender old notes in the exchange offer you will not be required to
pay brokerage commissions or fees or, subject to the instructions in the letter
of transmittal, transfer taxes with respect to the exchange of old notes
pursuant to the exchange offer. We will pay all charges and expenses, other than
the applicable taxes described below, in connection with the exchange offer.

EXPIRATION DATE; EXTENSIONS; AMENDMENTS

     The term expiration date will mean 5:00 p.m., New York City time on April
15, 2002, unless we, in our sole discretion, extend the exchange offer, in which
case the term expiration date will mean the latest date and time to which we
extend the exchange offer.

     To extend the exchange offer, we will:

     - notify the exchange agent of any extension orally or in writing; and

     - mail to each registered holder an announcement that will include
       disclosure of the approximate number of old notes deposited to date,

each before 9:00 a.m., New York City time, on the next business day after the
previously scheduled expiration date.

     We reserve the right, in our reasonable discretion:

     - to delay accepting any old notes:

     - to extend the exchange offer; or

     - if any conditions listed below under "-- Conditions" are not satisfied,
       to terminate the exchange offer by giving oral or written notice of the
       delay, extension or termination to the exchange agent.

     We will follow any delay in acceptance, extension or termination as
promptly as practicable by oral or written notice to the registered holders. If
we amend the exchange offer in a manner we determine constitutes a material
change, we will promptly disclose the amendment in a prospectus supplement that
we will distribute to the registered holders. We will also extend the exchange
offer for a period of five to ten business days, depending upon the significance
of the amendment and the manner of disclosure, if the exchange offer would
otherwise expire during the five to ten business day period.

INTEREST ON THE EXCHANGE NOTES

     The exchange notes will bear interest at the same rate and on the same
terms as the old notes. Consequently, the exchange notes will bear interest at a
rate equal to 10-5/8% per annum (calculated using a 360-day year). Interest will
be payable semi-annually on each January 31 and July 31.

     You will receive interest on July 31, 2002 in an amount equal to the
accrued interest on the old notes from the last interest payment date on which
interest was paid on the old notes. We will deem the right to receive any
interest on the old notes accrued from the last interest payment date waived by
you if we accept your old notes for exchange.

PROCEDURES FOR TENDERING

     You may tender old notes in the exchange offer only if you are a registered
holder of old notes. To tender in the exchange offer, you must:

     - complete, sign and date the letter of transmittal or a facsimile of the
       letter of transmittal;

     - have the signatures guaranteed if required by the letter of transmittal;
       and

     - mail or otherwise deliver the letter of transmittal or the facsimile to
       the exchange agent at the address listed below under "-- Exchange Agent"
       for receipt before the expiration date.

                                        22


     In addition, either:

     - the exchange agent must receive certificates for the old notes along with
       the letter of transmittal into its account at the depositary pursuant to
       the procedure for book-entry transfer described below before the
       expiration date;

     - the exchange agent must receive a timely confirmation of a book-entry
       transfer of the old notes, if the procedure is available, into its
       account at the depositary pursuant to the procedure for book-entry
       transfer described below before the expiration date; or

     - you must comply with the guaranteed delivery procedures described below.

     Your tender, if not withdrawn before the expiration date, will constitute
an agreement between you and us in accordance with the terms and subject to the
conditions described in this prospectus and in the letter of transmittal.

     The method of delivery of old notes and the letter of transmittal and all
other required documents to the exchange agent is at your election and risk. We
recommend that instead of delivery by mail, you use an overnight or hand
delivery service, properly insured. In all cases, you should allow sufficient
time to assure delivery to the exchange agent before the expiration date. You
should not send letters of transmittal or old notes to us. You may request your
respective brokers, dealers, commercial banks, trust companies or nominees to
effect the transactions described above for you.

     If you are a beneficial owner of old notes whose old notes are registered
in the name of a broker, dealer, commercial bank, trust company or other nominee
and you wish to tender your notes, you should contact the registered holder
promptly and instruct the registered holder to tender on your behalf. If you
wish to tender on your own behalf, before completing and executing the letter of
transmittal and delivering the old notes you must either:

     - make appropriate arrangements to register ownership of the old notes in
       your name; or

     - obtain a properly completed bond power from the registered holder.

     The transfer of registered ownership may take considerable time. Unless the
old notes are tendered:

          (1) by a registered holder who has not completed the box entitled
     "Special Issuance Instructions" or the box entitled "Special Delivery
     Instructions" on the letter of transmittal; or

          (2) for the account of:

        - a member firm of a registered national securities exchange or of the
          National Association of Securities Dealers, Inc.;

        - a commercial bank or trust company having an office or correspondent
          in the United States; or

        - an "eligible guarantor institution" within the meaning of Rule 17Ad-15
          under the Exchange Act that is a member of one of the recognized
          signature guarantee programs identified in the letter of transmittal,

an eligible guarantor institution must guarantee the signatures on a letter of
transmittal or a notice of withdrawal described below under "-- Withdrawal of
Tenders."

     If the letter of transmittal is signed by a person other than the
registered holder, the old notes must be endorsed or accompanied by a properly
completed bond power, signed by the registered holder as the registered holder's
name appears on the old notes.

     If the letter of transmittal or any old notes or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, they
should so indicate when signing, and unless waived by us, they must submit
evidence satisfactory to us of their authority to so act with the letter of
transmittal.

                                        23


     The exchange agent and the depositary have confirmed that any financial
institution that is a participant in the depositary's system may utilize the
depositary's Automated Tender Offer Program to tender notes.

     We will determine in our sole discretion all questions as to the validity,
form, eligibility, including time of receipt, acceptance and withdrawal of
tendered old notes, which determination will be final and binding. We reserve
the absolute right to reject any and all old notes not properly tendered or any
old notes our acceptance of which would, in the opinion of our counsel, be
unlawful. We also reserve the right to waive any defects, irregularities or
conditions of tender as to particular old notes. Our interpretation of the terms
and conditions of the exchange offer, including the instructions in the letter
of transmittal, will be final and binding on all parties. Unless waived, you
must cure any defects or irregularities in connection with tenders of old notes
within the time we determine. Although we intend to notify you of defects or
irregularities with respect to tenders of old notes, neither we, the exchange
agent nor any other person will incur any liability for failure to give you that
notification. Unless waived, we will not deem tenders of old notes to have been
made until you cure the defects or irregularities.

     While we have no present plan to acquire any old notes that are not
tendered in the exchange offer or to file a registration statement to permit
resales of any old notes that are not tendered in the exchange offer, we reserve
the right in our sole discretion to purchase or make offers for any old notes
that remain outstanding after the expiration date. We also reserve the right to
terminate the exchange offer, as described below under "-- Conditions," and, to
the extent permitted by applicable law, purchase old notes in the open market,
in privately negotiated transactions or otherwise. The terms of any of those
purchases or offers could differ from the terms of the exchange offer.

     If you wish to tender old notes in exchange for exchange notes in the
exchange offer, we will require you to represent that:

     - you are not an affiliate of ours;

     - you will acquire any exchange notes in the ordinary course of your
       business; and

     - at the time of completion of the exchange offer, you have no arrangement
       with any person to participate in the distribution of the exchange notes.

     In addition, in connection with the resale of exchange notes, any
participating broker-dealer who acquired the old notes for its own account as a
result of market-making or other trading activities must deliver a prospectus
meeting the requirements of the Securities Act. The SEC has taken the position
that participating broker-dealers may fulfill their prospectus delivery
requirements with respect to the exchange notes, other than a resale of an
unsold allotment from the original sale of the notes, with this prospectus.

RETURN OF NOTES

     If we do not accept any tendered old notes for any reason described in the
terms and conditions of the exchange offer or if you withdraw or submit old
notes for a greater principal amount than you desire to exchange, we will return
the unaccepted, withdrawn or non-exchanged notes without expense to you as
promptly as practicable. In the case of old notes tendered by book-entry
transfer into the exchange agent's account at the depositary pursuant to the
book-entry transfer procedures described below, we will credit the old notes to
an account maintained with the depositary as promptly as practicable.

BOOK-ENTRY TRANSFER

     The exchange agent will make a request to establish an account with respect
to the old notes at the depositary for purposes of the exchange offer within two
business days after the date of this prospectus, and any financial institution
that is a participant in the depositary's systems may make book-entry delivery
of old notes by causing the depositary to transfer the old notes into the
exchange agent's account at the depositary in accordance with the depositary's
procedures for transfer. However, although delivery of old notes may be effected
through book-entry transfer at the depositary, you must transmit and the
exchange agent must receive, the letter of transmittal or a facsimile of the
letter of transmittal, with any required signature

                                        24


guarantees and any other required documents, at the address below under
"-- Exchange Agent" on or before the expiration date or pursuant to the
guaranteed delivery procedures described below.

GUARANTEED DELIVERY PROCEDURES

     If you wish to tender your old notes and (1) the notes are not immediately
available or (2) you cannot deliver the old notes, the letter of transmittal or
any other required documents to the exchange agent before the expiration date,
you may effect a tender if:

          (a) the tender is made through an eligible guarantor institution;

          (b) before the expiration date, the exchange agent receives from the
     eligible guarantor institution a properly completed and duly executed
     notice of guaranteed delivery, substantially in the form provided by us,
     that:

        - states your name and address, the certificate number(s) of the old
          notes and the principal amount of old notes tendered,

        - states that the tender is being made by that notice of guaranteed
          delivery, and

        - guarantees that, within three New York Stock Exchange trading days
          after the expiration date, the eligible guarantor institution will
          deposit with the exchange agent the letter of transmittal, together
          with the certificate(s) representing the old notes in proper form for
          transfer or a confirmation of a book-entry transfer, as the case may
          be, and any other documents required by the letter of transmittal; and

          (c) within five New York Stock Exchange trading days after the
     expiration date, the exchange agent receives a properly executed letter of
     transmittal, as well as the certificate(s) representing all tendered old
     notes in proper form for transfer and all other documents required by the
     letter of transmittal.

     Upon request, the exchange agent will send to you a notice of guaranteed
delivery if you wish to tender your notes according to the guaranteed delivery
procedures described above.

WITHDRAWAL OF TENDERS

     Except as otherwise provided in this prospectus, you may withdraw tenders
of old notes at any time before 5:00 p.m., New York City time, on the expiration
date.

     To withdraw a tender of old notes in the exchange offer, the exchange agent
must receive a written or facsimile transmission notice of withdrawal at its
address listed in this prospectus before the expiration date. Any notice of
withdrawal must:

     - specify the name of the person who deposited the old notes to be
       withdrawn;

     - identify the old notes to be withdrawn, including the certificate
       number(s) and principal amount of the old notes; and

     - be signed in the same manner as the original signature on the letter of
       transmittal by which the old notes were tendered, including any required
       signature guarantees.

     We will determine in our sole discretion all questions as to the validity,
form and eligibility of the notices, and our determination will be final and
binding on all parties. We will not deem any properly withdrawn old notes to
have been validly tendered for purposes of the exchange offer, and we will not
issue exchange notes with respect to those old notes, unless you validly
retender the withdrawn old notes. You may retender properly withdrawn old notes
by following one of the procedures described above under "-- Procedures for
Tendering" at any time before the expiration date.

                                        25


CONDITIONS

     Notwithstanding any other term of the exchange offer, we will not be
required to accept for exchange, or exchange the exchange notes for, any old
notes, and may terminate the exchange offer as provided in this prospectus
before the acceptance of the old notes, if, in our reasonable judgment, the
exchange offer violates applicable law, rules or regulations or an applicable
interpretation of the staff of the SEC.

     If we determine in our reasonable discretion that any of these conditions
are not satisfied, we may:

     - refuse to accept any old notes and return all tendered old notes to you;

     - extend the exchange offer and retain all old notes tendered before the
       exchange offer expires, subject, however, to your rights to withdraw the
       old notes; or

     - waive the unsatisfied conditions with respect to the exchange offer and
       accept all properly tendered old notes that have not been withdrawn.

     If the waiver constitutes a material change to the exchange offer, we will
promptly disclose the waiver by means of a prospectus supplement that we will
distribute to the registered holders of the old notes, and we will extend the
exchange offer for a period of five to ten business days, depending upon the
significance of the waiver and the manner of disclosure to the registered
holders, if the exchange offer would otherwise expire during the five to ten
business day period.

TERMINATION OF RIGHTS

     If you are a holder of Series C notes, all of your rights under the
registration rights agreement will terminate upon consummation of the exchange
offer except with respect to our continuing obligations:

     - to indemnify you and parties related to you against liabilities,
       including liabilities under the Securities Act; and

     - to provide, upon your request, the information required by Rule
       144A(d)(4) under the Securities Act to permit resales of the notes
       pursuant to Rule 144A.

SHELF REGISTRATION

     If (1) applicable law or SEC policy does not permit us to consummate the
exchange offer, (2) we do not consummate the exchange offer on or before May 28,
2002 or (3) you notify us before the 60th day following the completion of the
exchange offer that:

     - you are prohibited by law or SEC policy from participating in the
       exchange offer;

     - you may not resell the exchange notes acquired by you in the exchange
       offer to the public without delivering a prospectus, and the prospectus
       contained in the registration statement is not appropriate or available
       for resales by you; or

     - you are a broker-dealer and hold notes acquired directly from us,

we will file with the SEC a shelf registration statement to register for public
resale the registrable notes held by you if you provide us with the necessary
information for inclusion in the shelf registration statement.

     For the purposes of the registration rights agreement, "registrable notes"
means each Series C note until the earliest date on which:

     - a registration statement covering the Series C note has been declared
       effective by the SEC and the note has been disposed of in accordance with
       such effective registration statement;

     - the Series C note has been exchanged pursuant to the exchange offer for
       an exchange note or exchange notes that may be resold without restriction
       under state and federal securities laws;

                                        26


     - such Series C note ceases to be outstanding; or

     - the Series C note may be resold without restriction pursuant to Rule 144
       under the Securities Act.

ADDITIONAL INTEREST ON SERIES C NOTES

     If:

          (1)(A) we do not file the registration statement with the SEC on or
     before January 13, 2002 or (B) we are obligated to file a shelf
     registration statement and we fail to file the shelf registration statement
     with the SEC on or before the 90th day after the obligation to file a shelf
     registration statement arises, then, commencing on the day after either
     required filing date, we agree to pay additional interest on the principal
     amount of the Series C notes at a rate of 0.50% per annum for the first 90
     days immediately following the required filing date, with the additional
     interest increasing by an additional 0.50% per annum at the beginning of
     each subsequent 90-day period; or

          (2)(A) the SEC does not declare the registration statement effective
     on or before April 13, 2002, or (B) we are obligated to file a shelf
     registration statement and the SEC does not declare the shelf registration
     statement effective on or before the 180th day after the obligation to file
     a shelf registration statement arises, then, commencing on the day after
     either required effective date, we agree to pay additional interest on the
     principal amount of the Series C notes at a rate of 0.50% per annum for the
     first 90 days immediately following the required effective date, with the
     additional interest increasing by an additional 0.50% per annum at the
     beginning of each subsequent 90-day period; or

          (3)(A) we do not complete the exchange offer on or before the 45th day
     after the SEC declares the registration statement effective, or (B) if
     applicable, a shelf registration statement has been declared effective but
     thereafter ceases to be effective at any time prior to October 15, 2003
     (unless all of the Series C notes have already been disposed of or all of
     the Series C notes are eligible to be sold pursuant to Rule 144(k)), then
     we agree to pay additional interest on the principal amount of the Series C
     notes at a rate of 0.50% per annum for the first 90 days commencing on (x)
     the 46th day after the effective date, in the case of (A) above, or (y) the
     day the shelf registration statement ceases to be effective, in the case of
     (B) above, with the additional interest rate increasing by an additional
     0.50% per annum at the beginning of each subsequent 90-day period;

provided, however, that the additional interest rate on the Series C notes may
not accrue under more than one of the foregoing clauses (1) through (3) at any
one time and at no time will the aggregate amount of additional interest
accruing exceed in the aggregate 1.00% per annum; provided, further,
however,that when (i) we file the registration statement or the shelf
registration statement (in the case of clause (1) above), (ii) the SEC declares
the registration statement or the shelf registration statement (in the case of
clause (2) above), or (iii) we complete the exchange offer (in the case of
clause (3)(A) above), or upon the effectiveness of the shelf registration
statement which had ceased to remain effective (in the case of clause (3)(B)
above), additional interest on the Series C notes as a result of such clause (or
the relevant subclause thereof), as the case may be, shall cease to accrue.

     We agree to pay any amount of additional interest due pursuant to clause
(1), (2) or (3) above in cash on the same original interest payment dates as the
Series C notes.

EXCHANGE AGENT

     We have appointed Manufacturers and Traders Trust Company as exchange agent
for the exchange offer. You should direct questions and requests for assistance,
requests for additional copies of this prospectus or the

                                        27


letter of transmittal and requests for a notice of guaranteed delivery to the
exchange agent addressed as follows:

                                        
     By Registered or Certified Mail:                  By Hand Delivery:
 Manufacturers and Traders Trust Company    Manufacturers and Traders Trust Company
              One M&T Plaza                              One M&T Plaza
         Buffalo, New York 14203                    Buffalo, New York 14203
      Attention: Russell T. Whitley              Attention: Russell T. Whitley

          By Overnight Delivery:                         By Facsimile:
 Manufacturers and Traders Trust Company                 (716) 842-4474
              One M&T Plaza                         Attn: Russell T. Whitley
         Buffalo, New York 14203              Confirm by Telephone: (716) 842-5602
      Attention: Russell T. Whitley



     Delivery to an address other than the one stated above or transmission via
a facsimile number other than the one stated above will not constitute a valid
delivery.

FEES AND EXPENSES

     We will bear the expenses of soliciting tenders. We are making the
principal solicitation by mail; however, our officers and regular employees may
make additional solicitations by facsimile, telephone or in person.

     We have not retained any dealer manager in connection with the exchange
offer and will not make any payments to brokers, dealers or others soliciting
acceptances of the exchange offer. We will, however, pay the exchange agent
reasonable and customary fees for its services and will reimburse it for its
reasonable out-of-pocket expenses.

     We will pay the cash expenses incurred in connection with the exchange
offer which we estimate to be approximately $250,000. These expenses include
registration fees, fees and expenses of the exchange agent and the trustee,
accounting and legal fees and printing costs, among others.

     We will pay all transfer taxes, if any, applicable to the exchange of notes
pursuant to the exchange offer. If, however, a transfer tax is imposed for any
reason other than the exchange of the old notes pursuant to the exchange offer,
then you must pay the amount of the transfer taxes. If you do not submit
satisfactory evidence of payment of the taxes or exemption from payment with the
letter of transmittal, we will bill the amount of the transfer taxes directly to
you.

CONSEQUENCE OF FAILURES TO EXCHANGE

     Participation in the exchange offer is voluntary. We urge you to consult
your financial and tax advisors in making your decisions on what action to take.
Series B notes that are not exchanged for exchange notes pursuant to the
exchange offer will remain securities registered under the Securities Act.
However, such Series B notes would not be assigned a new CUSIP number identical
to the CUSIP number assigned to the exchange notes, and the liquidity of, and
the trading market for, such Series B notes may be greatly diminished upon
completion of the exchange offer. Series C notes that are not exchanged for
exchange notes pursuant to the exchange offer will remain restricted securities.
Accordingly, those Series C notes may be resold only:

     - to a person whom the seller reasonably believes is a qualified
       institutional buyer in a transaction meeting the requirements of Rule
       144A;

     - in a transaction meeting the requirements of Rule 144 under the
       Securities Act;

     - outside the United States to a foreign person in a transaction meeting
       the requirements of Rule 903 or 904 of Regulation S under the Securities
       Act;

                                        28


     - in accordance with another exemption from the registration requirements
       of the Securities Act and based upon an opinion of counsel if we so
       request;

     - to us; or

     - pursuant to an effective registration statement.

     In each case, the Series C notes may be resold only in accordance with any
applicable securities laws of any state of the United States or any other
applicable jurisdiction.

                                        29


                                USE OF PROCEEDS

     We will not receive any cash proceeds from the exchange offer. The exchange
offer satisfies an obligation to Series C noteholders under the registration
rights agreement. The net proceeds from the $150 million Series C notes
offering, after deducting estimated fees and expenses, were approximately $142
million. We used the net proceeds from the Series C notes offering to repay a
portion of indebtedness outstanding under the revolving portion of our credit
facility.

                                 CAPITALIZATION

     The following table sets forth our current maturities of long-term debt and
capital leases and our consolidated capitalization at December 29, 2001.



                                                               AT DECEMBER 29,
                                                                    2001
                                                              -----------------
                                                                   ACTUAL
                                                              -----------------
                                                               (IN THOUSANDS)
                                                           
Current maturities of long-term debt and capital leases.....     $   51,275
Long-term debt:
  Revolving Credit Facility, average interest rate of 5.8%
     for 2001(1)............................................        200,000
  Term Loan Facility, average interest rate of 6.7% for
     2001...................................................         88,998
  Long-term obligations under capital leases................        331,836
  10- 1/8% Senior Notes due 2008............................        345,870
  10- 1/2% Senior Subordinated Notes due 2004...............        250,000
  10- 5/8% Series B Senior Subordinated Notes due 2007......        250,000
  10- 5/8% Series C Senior Subordinated Notes due 2007......        150,000
  5- 1/4% Convertible Senior Subordinated Notes due 2009....        150,000
  Other debt (including discounts)..........................         (6,939)
                                                                 ----------
     Total long-term debt (including current maturities)....      1,811,040
     Total shareholders' equity.............................        498,219
                                                                 ----------
     Total capitalization (including current maturities)....     $2,309,259
                                                                 ==========


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

(1) The Revolving Credit Facility provides for a total commitment of $600
    million. On December 29, 2001, we could have borrowed an additional $347
    million under the Revolving Credit Facility. As of December 29, 2001, we had
    $53 million of outstanding letters of credit under the Revolving Credit
    Facility.

                                        30


                      SELECTED CONSOLIDATED FINANCIAL DATA

     The information presented below for, and as of the end of, each of the
fiscal years in the five-year period ended December 29, 2001 is derived from our
audited consolidated financial statements. The following information should be
read in conjunction with the section "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and our consolidated financial
statements included elsewhere in this prospectus.



                                                                     FISCAL YEAR ENDED(1)
                                           ------------------------------------------------------------------------
                                           DECEMBER 27,   DECEMBER 26,   DECEMBER 25,   DECEMBER 30,   DECEMBER 29,
                                             1997(2)        1998(3)        1999(4)        2000(5)        2001(6)
                                           ------------   ------------   ------------   ------------   ------------
                                                       (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
                                                                                        
INCOME STATEMENT DATA:
Net sales(7).............................    $14,966        $14,678        $14,272        $14,444        $15,628
Costs and expenses:
  Cost of sales(7).......................     13,558         13,228         12,835         13,097         14,437
  Selling and administrative.............      1,172          1,251          1,262          1,187            961
  Interest expense.......................        163            161            165            175            166
  Interest income........................        (47)           (37)           (40)           (33)           (26)
  Equity investment results..............         17             12             10              8              2
  Litigation charge (credit).............         21              8             --             (2)            49
  Impairment/restructuring charge
    (credit).............................         --            653            103            213            (24)
                                             -------        -------        -------        -------        -------
    Total costs and expenses.............     14,884         15,276         14,335         14,645         15,565
                                             -------        -------        -------        -------        -------
Earnings(loss) before taxes..............         82           (598)           (63)          (201)            63
Taxes on income(loss)....................         44            (87)           (18)           (79)            36
                                             -------        -------        -------        -------        -------
Earnings(loss) before extraordinary
  charge.................................         38           (511)           (45)          (122)            27
Extraordinary charge from early
  retirement of debt(net of taxes).......        (13)            --             --             --             (4)
                                             -------        -------        -------        -------        -------
    Net earnings(loss)...................    $    25        $  (511)       $   (45)       $  (122)       $    23
                                             =======        =======        =======        =======        =======
Diluted earnings(loss) per share.........    $  0.67        $(13.48)       $ (1.17)       $ (3.15)       $   .52
BALANCE SHEET DATA (AT END OF PERIOD):
  Cash and cash equivalents..............    $    30        $     6        $     7        $    30        $    17
  Total assets...........................      3,924          3,491          3,573          3,403          3,655
  Total debt (including current
    maturities and capital leases).......      1,563          1,566          1,694          1,669          1,811
  Shareholders' equity...................      1,090            570            561            427            498
OTHER FINANCIAL AND OPERATING DATA:
  Cash flows from operating activities...    $   113        $   141        $   118        $   127        $   (32)
  Cash flows from investing activities...        (54)          (163)          (213)           (48)          (190)
  Cash flows from financing activities...        (92)            (2)            96            (55)           209
  EBITDA(8)..............................        441           (237)           281            154            385
  Depreciation and amortization(9).......        173            180            158            169            166
  Capital expenditures...................        129            200            166            151            238
  Ratio of earnings to fixed
    charges(10)..........................       1.41x            --             --             --          1.29x


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

 (1) Fiscal 2000 is a 53-week year; all other years are 52 weeks.

 (2) The results in 1997 reflect a charge of $19 million ($9 million after-tax)
     related to the settlement of a lawsuit against us. Such period also
     reflects an extraordinary charge of $22 million ($13 million after-tax)
     related to a recapitalization.

 (3) The results in 1998 reflect an impairment/restructuring charge with related
     costs totaling $668 million ($543 million after-tax) related to the
     strategic plan.

 (4) The results in 1999 reflect an impairment/restructuring charge with related
     costs totaling $137 million ($92 million after-tax) related to our
     strategic plan. Such period also reflects one-time items ($31 million
     charge to close 10 conventional retail stores, income of $22 million from
     extinguishing a portion of the self-insured workers' compensation
     liability, interest income of $9 million related to

                                        31


     refunds in federal income taxes from prior years, and $6 million in gains
     from the sale of distribution facilities) netting to $6 million of income
     ($3 million after-tax).

 (5) The results in 2000 reflect an impairment/restructuring charge with related
     costs totaling $309 million ($183 million after-tax) relating to our
     strategic plan. Such period also reflects one-time items ($10 million
     charge related primarily to asset impairment on retail stores, income of $2
     million relating to litigation settlements, and $9 million in gains from
     the sale of distribution facilities) netting to less than $1 million of
     income ($1 million loss after-tax).

 (6) The results in 2001 reflect an impairment/restructuring charge with related
     costs totaling $24 million ($25 million after-tax reflecting the tax
     expense impact of goodwill permanent differences from the sale of certain
     retail stores) relating to our strategic plan. Such period also reflects
     one-time items ($49 million in charges relating to litigation settlements,
     $20 million in charges relating to Kmart's bankruptcy reorganization and $2
     million due to early retirement of debt) netting to approximately $70
     million in charges ($42 million after-tax).

 (7) During the fourth quarter of 2000 we adopted EITF 99-19 and restated sales
     and cost of sales for all prior periods. The adoption had no effect on
     gross margins or earnings.

 (8) EBITDA is earnings before extraordinary items, interest expense, income
     taxes, depreciation and amortization, equity investment results and LIFO
     provision. EBITDA should not be considered as an alternative measure of our
     net income, operating performance, cash flow or liquidity. We provide it as
     additional information related to our ability to service debt; however,
     conditions may require conservation of funds for other uses. Although we
     believe EBITDA enhances your understanding of our financial condition, this
     measure, when viewed individually, is not necessarily a better indicator of
     any trend as compared to conventionally computed measures (e.g., net sales,
     net earnings, net cash flows, etc.). Amounts presented may not be
     comparable to similar measures disclosed by other companies.

 (9) Depreciation and amortization expense includes goodwill amortization and
     excludes amortization of debt cost which is reflected in interest expense.

(10) For purposes of computing this ratio, earnings consist of earnings before
     income taxes and fixed charges. Fixed charges consist primarily of interest
     expense, including amortization of deferred debt issuance costs and
     one-third of rental expense (the portion considered representative of the
     interest factor). Earnings were insufficient to cover fixed charges by $598
     million, $63 million and $202 million for the fiscal years ended December
     26, 1998, December 25, 1999 and December 30, 2000, respectively.

                                        32


                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS FOR 1999, 2000 AND 2001

     Set forth in the following table is information regarding our net sales and
certain components of earnings expressed as a percent of sales which are
referred to in the accompanying discussion:



                                                              1999     2000     2001
                                                             ------   ------   ------
                                                                      
Net sales..................................................  100.00%  100.00%  100.00%
Gross margin...............................................   10.07     9.33     7.61
Less:
  Selling and administrative...............................    8.84     8.22     6.14
  Interest expense.........................................    1.16     1.21     1.06
  Interest income..........................................    (.28)    (.23)    (.16)
  Equity investment results................................     .07      .06      .01
  Impairment/restructuring charge (credit).................     .72     1.47     (.15)
  Litigation charge (credit)...............................      --     (.01)     .31
                                                             ------   ------   ------
Total expenses.............................................   10.51    10.72     7.21
                                                             ------   ------   ------
Income (loss) before taxes and extraordinary charge........    (.44)   (1.39)     .40
Taxes on income (loss).....................................    (.13)    (.54)     .23
                                                             ------   ------   ------
Income (loss) before extraordinary charge..................    (.31)%   (.85)%    .17%
                                                             ======   ======   ======


     Included in amounts reported under generally accepted accounting principles
(GAAP) are charges (credits) related to our strategic plan and certain other
unusual items that affect the year-to-year comparisons of operating results. The
following tables show which income statement caption these items affected and
reconcile our reported GAAP amounts to adjusted amounts for 1999, 2000 and 2001.
The adjusted amounts are not presentations made in accordance with GAAP and are
not a better indicator of our operating performance. We believe the ability to
compare GAAP amounts and adjusted amounts on a year-to-year basis is important
to understand the impact of these items and the changes in our operations.



                                                     STRATEGIC   UNUSUAL
1999                                      GAAP        PLAN(1)    ITEMS(2)    ADJUSTED
- ----                                   -----------   ---------   --------   -----------
                                                                
Net sales............................  $14,272,036   $      94   $ (5,600)  $14,266,530
Costs and expenses:
  Cost of sales......................   12,834,869     (17,806)        --    12,817,063
  Selling and administrative.........    1,261,631     (15,124)    (8,966)    1,237,541
  Interest expense...................      165,180          --         --       165,180
  Interest income....................      (40,318)         --      9,157       (31,161)
  Equity investment results..........       10,243        (832)        --         9,411
  Impairment/restructuring charge....      103,012    (103,012)        --            --
                                       -----------   ---------   --------   -----------
     Total costs and expenses........   14,334,617    (136,774)       191    14,198,034
                                       -----------   ---------   --------   -----------
Income (loss) before taxes...........  $   (62,581)  $ 136,868   $ (5,791)  $    68,496
                                       ===========   =========   ========   ===========


                                        33




                                                     STRATEGIC   UNUSUAL
2000                                      GAAP        PLAN(1)    ITEMS(3)    ADJUSTED
- ----                                   -----------   ---------   --------   -----------
                                                                
Net sales............................  $14,443,815   $   2,181   $ (8,636)  $14,437,360
Costs and expenses:
  Cost of sales......................   13,096,915     (56,990)              13,039,925
  Selling and administrative.........    1,186,919     (36,550)   (10,426)    1,139,943
  Interest expense...................      174,569          --         --       174,569
  Interest income....................      (32,662)         --         --       (32,662)
  Equity investment results..........        8,034        (315)        --         7,719
  Impairment/restructuring charge....      212,845    (212,845)        --            --
  Litigation credit..................       (1,916)         --      1,916            --
                                       -----------   ---------   --------   -----------
     Total costs and expenses........   14,644,704    (306,700)    (8,510)   14,329,494
                                       -----------   ---------   --------   -----------
Income (loss) before taxes...........  $  (200,889)  $ 308,881   $   (126)  $   107,866
                                       ===========   =========   ========   ===========




                                                         ADJUSTMENTS
                                                     --------------------
                                                     STRATEGIC   UNUSUAL
2001                                      GAAP        PLAN(1)    ITEMS(4)    ADJUSTED
- ----                                   -----------   ---------   --------   -----------
                                                        (IN THOUSANDS)
                                                                
Net sales............................  $15,627,744   $  (2,740)  $     --   $15,625,004
Costs and expenses:
  Cost of sales......................   14,437,841     (32,781)    (2,500)   14,402,560
  Selling and administrative.........      960,590     (17,501)   (17,300)      925,789
  Interest expense...................      165,534          --     (2,833)      162,701
  Interest income....................      (25,586)         --      1,102       (24,484)
  Equity investment results..........        1,533          --         --         1,533
  Impairment/restructuring credit....      (23,595)     23,595         --            --
  Litigation charge..................       48,628          --    (48,628)           --
                                       -----------   ---------   --------   -----------
     Total costs and expenses........   15,564,945     (26,687)   (70,159)   15,468,099
                                       -----------   ---------   --------   -----------
Income before taxes..................  $    62,799   $  23,947   $ 70,159   $   156,905
                                       ===========   =========   ========   ===========


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

(1) See the Impairment/Restructuring Charge (Credit) and Related Costs footnote
    in the notes to the consolidated financial statements.

(2) Includes income of $5.6 million in gains from the sale of distribution
    facilities (in net sales), $31.0 million in charges to close certain retail
    stores and income of $22.0 million from extinguishing a portion of the
    self-insured workers' compensation liability (both netted in selling and
    administrative) and interest income of $9.2 million related to refunds of
    federal income taxes from prior years (in interest income).

(3) Includes $8.6 million in gains from the sale of distribution facilities (in
    net sales), $10.4 million in charges related to retail stores (in selling
    and administrative) and income of $1.9 million relating to litigation
    settlements (in litigation credit).

(4) Includes $19.8 million in charges related to the Kmart bankruptcy
    reorganization ($2.5 million in cost of sales and $17.3 million in selling
    and administrative), net additional interest expense of $1.7 million due to
    early retirement of debt ($2.8 million in interest expense and $1.1 million
    in interest income) and $48.6 million in charges from litigation settlements
    (in litigation charge).

                                        34


  NET SALES

     Our net sales increased by over 8% to $15.63 billion in 2001, following a
1% increase to $14.44 billion in 2000 from $14.27 billion in 1999. 2001 and 1999
were 52-week years; 2000 was a 53-week year.

     Distribution segment net sales increased 19% in 2001 and 6% in 2000. The
net growth in 2001 was a result of several factors including increased activity
with Kmart, acquisitions of certain assets of Miller & Hartman South and the
stock of Minter-Weisman Co. (combined annualized sales of approximately $850
million) and growth in distribution sales from a wide variety of new-channel and
conventional customers, offset by customer closings and the consolidation of
self-distributing chains. New-channel customers, including convenience stores,
supercenters, limited assortment stores, drug stores and self-distributing
chains, are an important part of our strategic growth plan. Sales to customers
other than Kmart increased over 4% in 2001 compared to 2000 (over 6% on a
52-week comparable basis). In 2000, the increase in sales was primarily due to
new business added from independent retailers, convenience stores, e-tailers,
and supercenter customers, including Super Target stores. This increase was
partially offset by a loss of previously announced sales from Randall's (in
1999) and United (in 2000). In 1999, sales to Randall's and United accounted for
less than 4% of our total sales. We expect sales to customers other than Kmart
to increase at least 5% in 2002, factoring in known losses due to bankruptcies,
customer closings and the consolidation of self-distributing chains.

     Kmart Corporation, our largest customer, accounted for 10% and 20% of our
total net sales in 2000 and 2001, respectively. In 2001, we became the sole
supplier of food and consumable products to Kmart Corporation's more than 2,100
stores and supercenters. We began shipments under the new ten-year agreement in
April 2001, with full implementation in July 2001. Sales to Kmart increased to
approximately $3.1 billion in 2001 from $1.4 billion in 2000. In January 2002,
Kmart filed voluntary petitions for Chapter 11 bankruptcy. On March 8, 2002,
Kmart announced its plan to close 284 stores in connection with its bankruptcy
reorganization. Closure of these stores will cause a decrease in our sales and
earnings.

     Retail segment sales decreased 28% in 2001, following a 12% decrease in
2000. The primary reasons for the decreases in both 2001 and 2000 relate to the
divestiture of under-performing and non-strategic conventional retail stores to
increase focus on our price impact retail stores partially offset by store
acquisitions. We operated 242, 187 and 116 retail stores at the end of 1999,
2000 and 2001, respectively. Sales in our price impact retail stores increased
over 14% in 2001 with the number of stores increasing from 74 at the beginning
of 2001 to 99 at the end of 2001. Same store sales in 2001 increased 1.1% over
2000.

  GROSS MARGIN

     Gross margin as a percentage of net sales, decreased to 7.61% in 2001 from
9.33% in 2000 and 10.07% for 1999. The decrease was primarily due to a change in
mix between the distribution and retail segments. The sales of the distribution
segment represent a larger portion of total company sales in 2001 compared to
2000 and in 2000 compared to 1999 due to the continual increase in distribution
sales as well as the divestiture of non-strategic retail. The distribution
segment has lower margins as a percentage of sales versus the retail segment.

     Distribution segment gross margin as a percentage of sales increased to
4.81% in 2001 from 4.70% in 2000 and decreased in 2000 from 4.93% in 1999.
Adjusted gross margin as a percentage of sales decreased to 4.88% in 2001 from
4.93% in 2000 and 4.97% in 1999. The decrease in 2001 was primarily due to
increased Kmart business that is at a lower margin, and the decrease in 2000 was
due primarily to increased transportation costs due to the consolidation of
distribution centers. Both years' decreases were partially offset by the
centralization of procurement to support services.

     Retail segment gross margin as a percentage of sales decreased to 21.58% in
2001 from 23.05% in 2000 and increased in 2000 from 22.26% in 1999. Adjusted
gross margin as a percentage of sales decreased to 22.50% in 2001 from 23.37% in
2000 but increased in 2000 from 22.47% in 1999. The decreasing margin in 2001
reflects our transition out of conventional retail and into price impact retail,
which has lower shelf prices

                                        35


and gross margins. Improvements in 2000 compared to 1999 were primarily due to
the divesting or closing of under-performing stores.

  SELLING AND ADMINISTRATIVE EXPENSES

     Selling and administrative expenses decreased as a percentage of net sales
to 6.14% in 2001 from 8.22% in 2000 and 8.84% in 1999. The decreases were due to
asset rationalization, our low cost pursuit program, and centralizing
administrative functions, but also due to a reduction in the volume of the
retail segment. The distribution segment has lower selling and administrative
expenses as a percentage of sales versus the retail segment.

     Distribution segment selling and administrative expenses as a percentage of
sales decreased to 1.77% in 2001 from 1.88% in 2000 and 2.12% in 1999. Adjusted
selling and administrative expenses as a percentage of sales decreased to 1.61%
in 2001 from 1.74% in 2000 and 2.05% in 1999. The primary reasons for the
decreases during these years are due to leveraging the effect of sales growth
and low cost pursuit initiatives along with centralizing administrative
functions to support services.

     Retail segment selling and administrative expenses as a percentage of sales
decreased to 21.13% in 2001 from 23.18% in 2000 and 33.01% in 1999. Adjusted
selling and administrative expenses as a percentage of sales decreased to 20.78%
in 2001 from 22.68% in 2000 and 23.17% in 1999. The decrease is primarily
attributed to our shift in focus from conventional retail to price impact
retail, a format that has lower operating expense levels than conventional
retail.

  OPERATING EARNINGS

     For distribution and retail segments, we measure operating earnings as
sales less cost of sales less selling and administrative expenses. The change in
operating earnings is a combination of the explanations included in sales, gross
margin and selling and administrative expenses described above.

     Operating earnings as a percentage of net sales for 2001 were 1.47%, up
from 1.11% in 2000 and down in 2000 from 1.23% in 1999. Adjusted operating
earnings as a percentage of net sales increased to 1.90% in 2001 from 1.78% in
2000 and 1.49% in 1999.

     Distribution segment operating earnings as a percentage of net sales for
2001 were 2.98%, up from 2.66% in 2000 and down in 2000 from 2.75% in 1999.
Adjusted operating earnings as a percentage of net sales increased to 3.23% in
2001 from 3.10% in 2000 and 2.86% in 1999.

     Retail segment operating earnings as a percentage of sales for 2001 were
2.40%, up from 1.89% in 2000 and a loss of .04% in 1999. Adjusted operating
earnings as a percentage of net sales increased to 3.67% in 2001 from 2.72% in
2000 and 1.14% for 1999.

  INTEREST EXPENSE

     Interest expense in 2001 was $166 million, down from $175 million in 2000
and 2000 was up from $166 million in 1999. The decrease in 2001 was due
primarily to lower average debt balances for revolver loans and capitalized
lease obligations along with lower average interest rates for revolver and term
loans. The increase in 2000 related to both higher average balances and interest
rates. The $166 million in 2001 included $3 million of interest expense related
to the early retirement of debt in the first quarter of 2001.

     For 2001, interest rate hedge agreements resulted in a $2.5 million
reduction of net interest expense compared to additional expense of $0.9 million
in 2000 and $4.8 million in 1999. The company enters into interest rate swap
transactions to manage our debt portfolio and interest rate risks. See the
Long-Term Debt footnote in the notes to the consolidated financial statements
for further discussion of these transactions.

  INTEREST INCOME

     Interest income of $26 million in 2001 decreased from $33 million in 2000
and $40 million in 1999 due to reduced customer and other interest-bearing
receivable balances, lower interest rates and an unusual item in
                                        36


1999 related to interest on refunds of federal income taxes from prior years.
The $26 million in 2001 included $1 million of interest income related to the
early retirement of debt in the first quarter of 2001.

  EQUITY INVESTMENT RESULTS

     Equity investment results improved to a loss of $1.5 million for 2001
compared to losses of $8.0 million for 2000 and $10.2 million for 1999. The
improvement is due to the liquidation of investments resulting in a smaller
portfolio.

  IMPAIRMENT/RESTRUCTURING CHARGE (CREDIT)

     The pre-tax charge for our strategic plan totaled $137 million for 1999,
$309 million for 2000 and $24 million for 2001. Of these totals, a recovery of
$24 million in 2001 and charges of $213 million and $103 million in 2000 and
1999, respectively, were reflected in the impairment/restructuring charge
(credit) line with the balance of the charges reflected in other financial
statement lines. See the Impairment/ Restructuring Charge (Credit) and Related
Costs footnote in the notes to the consolidated financial statements for further
discussion of these charges.

  LITIGATION CHARGE (CREDIT)

     In 2001, we recorded litigation settlements and other related pre-tax
expenses totaling $49 million related to the settlement of the Storehouse
Markets, Inc., et al., Don's United Super, et. al., Coddington Enterprises,
Inc., et. al, J&A Foods, Inc. et. al., R&D Foods, Inc. et. al., and Robandee
United Super, Inc., et. al., and other cases. In 2000, we recorded a $2 million
pre-tax gain in settlements relating to other cases. See Item 3. Legal
Proceedings and the Contingencies footnote in the notes to the consolidated
financial statements for further discussion regarding these litigation charges.

  TAXES ON INCOME (LOSS)

     The effective tax rates used for 1999, 2000 and 2001 were 28.5%, 39.2% and
57.4%, respectively, with 1999 and 2000 representing a tax benefit. These are
blended rates taking into account operations activity, strategic plan activity,
impact of non-deductible goodwill and the timing of these transactions during
the year. The effective tax rate for 2001 was high due to the impact of goodwill
permanent differences from the sale of certain retail stores.

  EXTRAORDINARY CHARGE

     We reflected an extraordinary after-tax charge of $3 million ($6 million
pre-tax) in 2001 due to the early retirement of debt. See the Long-Term Debt
footnote in the notes to the consolidated financial statements for further
discussion regarding the debt retirement.

  CERTAIN ACCOUNTING MATTERS

     The Financial Accounting Standards Board (FASB) issued SFAS No.
142 -- Goodwill and Other Intangible Assets. One of the provisions of this
standard is to require use of a non-amortization approach to account for
purchased goodwill and other indefinite intangibles. Under that approach,
goodwill and intangible assets with indefinite lives would not be amortized to
earnings over a period of time. Instead, these amounts would be reviewed for
impairment and expensed against earnings only in the periods in which the
recorded values are more than implied fair value. We are currently testing for
impairment and expect to have such testing defined by the end of the first
quarter of 2002; the tests will be performed by the end of the second quarter of
2002. Goodwill amortization in 2001 was $21.2 million. Our estimate of the
impact that goodwill amortization had on the diluted per share amount for 2001,
excluding the strategic plan charges, litigation charges, Kmart credit loss and
net additional interest expense due to the early retirement of debt, was $0.43
per share.

                                        37


     The FASB Emerging Issues Task Force (EITF) reached a consensus on EITF
00-25 -- Vendor Income Statement Characterization of Consideration Paid to a
Reseller of the Vendor's Products and EITF 01-9 -- Accounting for Consideration
Given by a Vendor to a Customer (Including a Reseller of the Vendor's Products).
EITF 00-25 and EITF 01-9 provide guidance on income statement classification on
consideration paid to a reseller of a vendor's products. They will be
implemented in the first quarter of 2002, as required, and will provide for
certain reclassifications of revenues and cost of sales within our financial
statements totaling approximately $70 million for 2001 with no effect on gross
margin or earnings.

     The FASB issued SFAS No. 143 -- Accounting for Asset Retirement
Obligations. We are studying the impact that SFAS 143 has on our financial
statements and planning to implement it in fiscal year 2003, as required. The
FASB issued SFAS No. 144 -- Accounting for the Impairment or Disposal of
Long-Lived Assets. We will implement SFAS 144 as of the beginning of fiscal year
2002, as required. In December 2001, the AICPA's Accounting Standards Executive
Committee issued Statement of Position (SOP) 01-6, Accounting by Certain
Entities (Including Entities With Trade Receivables) That Lend to or Finance the
Activities of Others. The SOP is effective for our 2002 fiscal year. This SOP
provides guidance on the accounting for and disclosure of amounts due to us from
customers included in our accounts and notes receivable. We do not expect the
adoption of these new standards to have a significant effect on our results of
operations or financial position.

  CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     The preparation of our consolidated financial statements requires us to
make estimates and assumptions that affect the reported amounts. The estimates
and assumptions are evaluated on an on-going basis and are based on historical
experience and on various other factors that are believed to be reasonable.
Estimates and assumptions include, but are not limited to, customer receivables,
inventories, assets held for sale, fixed asset lives, intangible assets, income
taxes, self-insurance reserves, retirement benefits, and contingencies and
litigation. We have also chosen certain accounting policies when options are
available, including:

     - the last-in, first-out (LIFO) method to value a majority of our
       inventories; and

     - the intrinsic value method, or APB Opinion No. 25, to account for our
       common stock incentive awards.

     These accounting policies are applied consistently for all years presented.
Our operating results would be affected if other alternatives were used.
Information about the impact on our operating results of using LIFO and APB
Opinion No. 25 is included in the footnotes to our consolidated financial
statements.

     We believe that the following represent our more critical estimates and
assumptions used in the preparation of our consolidated financial statements,
although not inclusive.

     - We record estimates for certain health and welfare and workers'
       compensation and casualty insurance costs that are self-insured programs.
       Should a greater amount of claims occur compared to what was estimated or
       costs of the medical profession increase beyond what was anticipated,
       reserves recorded may not be sufficient and additional costs to the
       consolidated financial statements could be required.

     - We record allowance for credit losses based on estimates of customers'
       ability to pay and the fair value of collateral. If the financial
       condition of our customers or the fair value of the collateral were to
       deteriorate, additional allowances may be required.

     - We record reserves for closed stores based on future lease commitments,
       anticipated future subleases of properties and current risk-free interest
       rates. If interest rates or the real estate leasing markets change,
       additional reserves may be required.

LIQUIDITY AND CAPITAL RESOURCES

     In the fiscal year ended December 29, 2001, our principal sources of cash
were cash flows from operating activities, the sale of certain assets and
investments and debt offerings. During this period, sources of long-term
capital, excluding shareholders' equity, were borrowings under our credit
facility, lessors of equipment and retail locations, and the issuance of bonds
in the capital market. On December 29, 2001, we had
                                        38


$347 million available under the revolving portion of our credit facility and
$475 million of net working capital (including $17 million of cash and cash
equivalents).

  NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

     Net cash used in operating activities was $32 million for the year ended
December 29, 2001, compared to cash provided by operating activities of $127
million for the same period in 2000. The use of cash in 2001 can be attributed
to an increase in inventories and trade receivables as a result of growth in our
distribution business. The growth can be attributed to a long-term supply
agreement with Kmart Corporation and other new customers added during the year.
The Kmart contract alone required approximately $150 million of additional
working capital investment.

     The use of cash in 2001 was partially offset by lower cash payments for
strategic plan expenditures of $68 million compared to $118 million in 2000.
Although the strategic plan has been completed, cash requirements for recorded
liabilities will continue for the next few years as closed-store leases and
multi-employer pension obligations are paid.

  NET CASH USED IN INVESTING ACTIVITIES

     Net cash used in investing activities totaled $190 million in fiscal 2001
compared to $48 million for 2000. Included in the 2001 net investment
expenditures were $238 million for capital expenditures and $121 million for
acquisitions of businesses. Offsetting these expenditures in part were $146
million in proceeds from the sale of property and equipment and conventional
retail stores.

     For fiscal 2002, capital expenditures are expected to be approximately $200
million to maintain our distribution system, grow our price impact retail
operations, and further upgrade our information technology systems. Acquisitions
of supermarket groups or chains or distribution operations will be made only on
a selective basis and are not necessarily included in the $200 million estimate
above.

  NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

     For fiscal 2001, net cash provided by financing activities was $209 million
compared to a use of $55 million in 2000. Included in 2001 was a net increase in
long-term debt of $187 million. In March of 2001, we issued $355 million of
10 1/8% senior notes that mature April 1, 2008 and $150 million of 5 1/4%
convertible senior subordinated notes that mature March 15, 2009. The proceeds
were used to redeem all of the 10 5/8% notes due December 2001 and to pay down
outstanding revolver loans. Also in March 2001, we sold $50 million of common
stock in a private placement. In October 2001, we sold an additional $150
million of our existing 10 5/8% senior subordinated notes due 2007 and the
proceeds were used to pay down outstanding revolver loans. The net increase in
debt can primarily be attributed to various new Kmart business from the
long-term supply agreement and acquisitions in 2001. Also in 2001, capital lease
obligations decreased $46 million as a result of lease terminations and payments
to lessors.

  CONTINGENCIES

     From time to time we face litigation or other contingent loss situations
resulting from owning and operating our assets, conducting our business or
complying (or allegedly failing to comply) with federal, state and local laws,
rules and regulations which may subject us to material contingent liabilities.
In accordance with applicable accounting standards, we record as a liability
amounts reflecting such exposure when a material loss is deemed by management to
be both "probable" and "quantifiable" or "reasonably estimable." Furthermore, we
disclose material loss contingencies in the notes to our financial statements
when the likelihood of a material loss has been determined to be greater than
"remote" but less than "probable." Such contingent matters are discussed in the
notes to the consolidated financial statements. An adverse outcome experienced
in one or more of such matters, or an increase in the likelihood of such an
outcome, could have a material adverse effect on the company.

                                        39


  CONTRACTUAL OBLIGATIONS AND COMMITMENTS.

     We enter into certain obligations in the normal course of business with
contractual future cash payments as summarized below:

     Payments due in:



                                                    FISCAL   FISCAL   FISCAL   FISCAL   FISCAL
                                                     2002     2003     2004     2005     2006    THEREAFTER   TOTAL
                                                    ------   ------   ------   ------   ------   ----------   ------
                                                                             (IN MILLIONS)
                                                                                         
Long-term debt(1).................................   $30      $240     $299    $  --    $  --       $889      $1,458
Capital lease obligations(2)......................    62        61       60       59       55        187         484
Operating leases(2)...............................    85        75       69       59       50        144         482
Closed store reserves.............................    17        17        9        5        5         20          73
Pension withdrawals(3)............................    10         4       --       --       --         --          14
Litigation settlement payout......................    11        11       --       --       --         --          22


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

(1) See Long-Term Debt in the notes to the consolidated financial statements.

(2) See Lease Agreements in the notes to the consolidated financial statements.

(3) See Impairment/Restructuring Charge (Credit) and Related Costs in the notes
    to the consolidated financial statements. Includes contingency reserves with
    payments estimated.

     We are also contingently committed to certain off balance sheet obligations
in the normal course of business with future expirations as summarized below:

     Commitments expire in:



                                                      FISCAL   FISCAL   FISCAL   FISCAL   FISCAL
                                                       2002     2003     2004     2005     2006    THEREAFTER   TOTAL
                                                      ------   ------   ------   ------   ------   ----------   -----
                                                                               (IN MILLIONS)
                                                                                           
Letters of credit*..................................    $1     $  --    $  --    $  --    $  --       $52        $53
Loan guarantees.....................................     2        --       --       --       --        --          2
Lease guarantees....................................     4         3        2        1        2         5         17


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

* Most of our letters of credit guarantee self-insurance reserves.

     To the extent a change of control would occur, we could be required to pay
significant amounts to current management in connection with change in control
agreements.

           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Our exposure in the financial markets consists of changes in interest rates
related to our investment in notes receivable, the balance of debt obligations
outstanding, and derivatives employed from time to time to hedge long term fixed
interest rates as well as changes on variable interest rate debt. We do not use
foreign currency exchange rate forward contracts or commodity contracts and do
not have any material foreign currency exposure. We do not use financial
instruments or derivatives for any trading purposes. From time to time, we may
use simple derivative transactions, such as interest rate swap transactions. At
fiscal year-end 2001, we had contracts for $210 million of fixed-to-floating
interest rate swaps in place (see the Long-Term Debt footnote in the notes to
the consolidated financial statements for more detail regarding our interest
rate swaps).

     To help maintain liquidity and finance business operations, we obtained a
long-term credit commitment from banks and other financial institutional lenders
under which term loans and revolving loans are made. Such loans carry variable
interest rates based on the London interbank offered interest rate (LIBOR) plus
a borrowing margin for different interest periods, such as one week, one month,
and other periods up to one year. To assist in managing our debt maturities and
diversify our sources of debt capital, we also use long-term debt which carries
fixed interest rates.

                                        40


     Changes in interest rates in the credit and capital markets may have a
material impact on our interest expense and interest income, as well as on the
fair values for our investment in notes receivable, our outstanding debt
obligations and any financial derivatives used. The table below presents a
summary of the categories of our financial instruments according to their
respective interest rate profiles. For notes receivable, the table shows the
principal amount of cash we expect to collect each year according to the
scheduled maturities, as well as the average interest rates applicable to such
maturities. For debt obligations, the table shows the principal amount of cash
we expect to pay each year according to the scheduled maturities, as well as the
average interest rates applicable to such maturities. For derivatives, the table
shows when the notional principal contracts terminate.

  SUMMARY OF FINANCIAL INSTRUMENTS



                                                                  MATURITIES OF PRINCIPAL BY FISCAL YEAR
                                 FAIR VALUE    FAIR VALUE    ------------------------------------------------
                                 AT 12/30/00   AT 12/29/01   2002   2003   2004    2005    2006    THEREAFTER
                                 -----------   -----------   ----   ----   -----   -----   -----   ----------
                                                         (IN MILLIONS, EXCEPT RATES)
                                                                           
Notes Receivable With Variable
  Interest Rates
  Principal receivable.........     $  97           103       14     21       19      16      13        21
  Average variable rate
    receivable.................      12.1%        11.18%     Based on the referenced Prime Rate plus a margin
Notes Receivable With Fixed
  Interest Rates
  Principal receivable.........     $  19            19        5      4        2       2       2         4
  Average fixed rate
    receivable.................       9.8%         9.87%     9.91%  9.95%  10.01%  10.16%  10.50%    10.50%
Debt With Variable Interest
  Rates
  Principal payable............     $ 427           318       30    240       49      --      --        --
  Average variable rate
    payable....................       8.1%          4.0%                         Based on LIBOR plus a margin
Debt With Fixed Interest Rates
  Principal payable............     $ 668         1,124       --     --      250      --      --       905
  Average fixed rate payable...      10.6%          9.7%     6.5%   5.1%    10.5%    0.0%    0.0%      9.5%
Fixed-To-Floating Rate Swaps
  Amount payable...............      None             9
  Notional amount..............                                                                        210
  Average variable rate
    payable....................      None           7.1%                         Based on LIBOR plus a margin
  Average fixed rate
    receivable.................      None          10.1%


                                        41


                                    BUSINESS

     Fleming is an industry leader in the distribution of consumable goods, and
also has a growing presence in operating "price impact" supermarkets. Through
our distribution group, we distribute products to customers that operate
approximately 3,000 supermarkets, 6,800 convenience stores and over 2,000
supercenters, discount stores, limited assortment stores, drug stores, specialty
stores and other stores across the United States. At December 29, 2001, our
retail group operated 116 stores, predominantly supermarkets that focus on low
prices and high quality perishables. In the fiscal years ended December 30, 2000
and December 29, 2001, we generated total net sales of $14.4 billion and $15.6
billion.

     Our distribution group net sales were $11.2 billion for 2000 and $13.3
billion for 2001, a 5.8% increase and an 18.9% increase over the prior periods.
Distribution represented approximately 77% of total net sales in 2000 and
approximately 85% of total net sales in 2001. To supply our customers, we have a
network of 24 full-line distribution centers, six general merchandise/specialty
foods and five convenience store distribution centers that have a total of
approximately 21 million square feet of warehouse space.

     Our retail group net sales were $3.3 billion for 2000 and $2.3 billion for
2001, which represented approximately 23% and 15% of total net sales,
respectively. In 2001, approximately $1.9 billion was attributable to continuing
operations, which represents an increase of 1.1% over the prior period. As of
December 29, 2001, we owned and operated 94 price impact supermarkets and five
additional supermarkets that we are converting to the price impact format. Price
impact supermarkets offer everyday low prices that are typically below the
prices of market-leading conventional supermarkets. These stores typically cost
less to build, maintain and operate than conventional supermarkets. In addition,
we operated 17 limited assortment stores under the yes!LESS banner. Limited
assortment stores offer a narrow selection of low-price, private label food and
other consumable goods, as well as general merchandise at deep-discount prices.

     In recent years, consumers have been shifting their purchases of food and
other consumable goods away from conventional full-service grocery stores toward
other retail channels, such as price impact supermarkets, discount stores,
supercenters, convenience stores, drug stores and ethnic food stores. Since
1998, we have repositioned our distribution group to become a highly efficient
supplier to these retail channels. As a result, our distribution group has
experienced renewed sales growth. In addition, we believe price-sensitive
consumers are underserved in the retail grocery market, and we have repositioned
our retail group to expand our presence in the price impact format.

     Since 1998, in the course of implementing our strategic initiatives, we
have, among other accomplishments:

     - closed or consolidated 12 distribution centers, which resulted in:

      -- increased sales per full-line distribution center on a weighted-average
         basis by more than 40% from $389 million in 1998 to $552 million in
         2001, and

      -- increased sales per full-line distribution center employee on a
         weighted-average basis by 23% from 1998 to 2001;

     - currently centralized approximately 84% of our purchasing operations in
       our customer support center near Dallas, Texas;

     - centralized our accounting, human resources, information technology and
       other support services in our shared services center in Oklahoma City,
       Oklahoma;

     - sold or closed 238 conventional supermarkets through the end of 2001;

     - opened 40 additional price impact supermarkets; and

     - instituted a "culture of thrift" among our employees, in part through our
       Low Cost Pursuit Program.

     We believe these initiatives have lowered our cost structure, improved the
economics we can offer our traditional retail customers and strengthened our
appeal to new channel retailers. We believe these improvements have been the key
to our ability to increase distribution group sales for the last eight
                                        42


consecutive quarters (year-over-year comparisons). We added approximately $1.6
billion (pro forma for acquisitions) in gross annualized distribution group
sales from both new channel retailers and our traditional supermarket customers
in 2001.

     In February 2001, we announced a ten-year distribution agreement under
which we supply to Kmart substantially all of the food and consumable products
in all current and future Kmart and Kmart supercenter stores in the United
States and the Caribbean. This supply arrangement includes grocery, frozen,
dairy, packaged meat and seafood, produce, bakery/deli, fresh meat, cigarettes,
tobacco and candy. Shipments under this agreement began in April 2001, with full
implementation in July 2001. As a result, Kmart continues to be our largest
customer and accounted for 20% of net sales in 2001. On January 22, 2002, Kmart
and certain of its subsidiaries filed voluntary petitions for relief under
Chapter 11 of the U.S. Bankruptcy Code. For more information about the possible
effects of this bankruptcy, see "Risk Factors -- We may be materially adversely
affected by the bankruptcy of Kmart Corporation."

COMPETITIVE STRENGTHS

     Low-Cost, High-Volume National Distribution System:  We have consolidated
our smaller distribution centers into high-volume distribution centers. We
believe our distribution center volumes are among the highest in the consumable
goods distribution industry. With high volume comes the opportunity to operate
more efficiently by leveraging costs. Our efficient and highly productive
operations have enhanced our ability to provide customers with lower-cost
merchandise and services that improve customer acquisition and retention.

     Efficient Centralized Purchasing:  Category management decisions and vendor
negotiations for approximately 84% of our merchandise procurement are currently
conducted in one location. We believe our customer support center is one of the
largest volume-buying locations of consumable goods in the United States.
Centralized purchasing generates economies of scale because it enables us in one
location to purchase goods more efficiently by eliminating redundancy involved
in purchasing through multiple locations, which we believe increases our
leverage with vendors. We believe that our centralized purchasing capabilities
are valuable to national retailers as well as the smaller independent retailers
that make up our traditional customer base, because we offer greater convenience
and lower cost.

     Diverse Distribution Customer Base:  We distribute to approximately 11,800
retail store locations under a wide variety of formats across the United States.
Other than Kmart, no customer accounted for more than 2% of our fiscal 2001 net
sales.

     Successful Price Impact Retail Format:  Our price impact supermarkets offer
name-brand and private label consumable goods at significantly lower prices than
conventional supermarkets. We keep prices low by leveraging our existing
distribution and procurement capabilities and maintaining a lower cost structure
associated with operating these stores. We believe this format is profitable
because we offer a reduced number of product selections, focus on high-turnover
products and product categories, employ flow-through distribution methods that
reduce product storage and handling expense, and minimize store operating costs.

BUSINESS STRATEGY

     Our business strategy is to use our competitive strengths to achieve sales
and earnings growth in both our distribution group and retail group. As
principal elements of our strategy, we intend to:

     Grow Sales to New Channel Retailers:  We are rapidly moving beyond our
historic market position and have targeted three key growth sectors. First, we
are focusing on broad assortment/destination retailers, including supercenters
and discount stores, and have demonstrated significant penetration in this
market as evidenced by our distribution arrangements with Kmart and Target, Inc.
Second, we are concentrating on precision assortment/neighborhood retailers such
as convenience stores, drug stores and ethnic food stores. In April 2001, we
acquired Minter-Weisman Co., a wholesale distribution company serving over 800
convenience stores in Minnesota, Wisconsin and surrounding states. In September
2001, we acquired certain assets and inventory of Miller & Hartman South, LLC, a
wholesale distributor serving over 1,800 convenience stores in

                                        43


Kentucky and surrounding states. Finally, we intend to focus on precision
assortment/destination retailers typified by large-store formats such as
cash-and-carries and price impact stores.

     Grow Sales to Traditional Format Customers:  Despite being the largest
distributor in the more than $100 billion wholesale grocery industry, we account
for approximately 6% of this traditional core market, representing substantial
room for additional growth. Many potential customers are currently served by
local or regional wholesalers that do not have the efficiencies associated with
our procurement scale. Our repositioned distribution group has already enabled
us to increase sales to existing and new customers, and we expect to be able to
continue this trend. During August 2001, we facilitated the third-party purchase
of 36 stores located in New Mexico and Texas from Furrs Supermarkets, most of
which were purchased by Fleming-supplied independent operators. We routinely
conduct detailed market studies to identify potential new customers in areas
contiguous to existing customers, as we have capacity in our high-volume
distribution centers to serve additional local independent stores or chains.

     Expand Price Impact Format:  We believe we have a substantial opportunity
to grow our retail group's price impact supermarket operations. Because price
impact stores cost less to build, maintain and operate than conventional
supermarkets, we expect to be able to grow our price impact supermarket
operations while incurring fewer capital expenditures than operators of
conventional retail stores. In April 2001, we purchased seven Food 4 Less stores
located in Central California from Whitco Foods, Inc. which we continue to
operate as price impact stores under the Food 4 Less banner. In August 2001, we
purchased five Smith's Food & Drug Stores located in New Mexico and Texas from
Kroger Co. which we operate under the Rainbow Foods banner. We have completed
the conversion of five of our Sentry Foods stores to the price impact format and
have renamed the stores Rainbow Foods, and we intend to convert the remaining
five in early 2002.

     Continue to Improve Working Capital Management and Reduce Costs:  We intend
to improve our working capital management primarily by improving inventory
turns. To do this, we will continue to improve vendor inventory management
practices, further develop our central procurement operations, improve ad
forecasting with our customers, effectively manage alternative channels of
product delivery to retail locations and invest in systems enhancements. In
addition, to strengthen our position as a low-cost supplier to our customers and
increase our profitability, we have instituted a "culture of thrift" among our
employees and developed initiatives to reduce our expenses through our Low Cost
Pursuit Program.

OUR DISTRIBUTION GROUP

     Our distribution group sells food and non-food products to supermarkets,
convenience stores, supercenters, discount stores, limited assortment stores,
drug stores, specialty stores and other stores across the United States. Net
sales for our distribution segment were $11.2 billion for fiscal 2000 and $13.3
billion for fiscal 2001, excluding sales to our own retail stores. Sales to our
own retail stores totaled $1.8 billion during fiscal 2000 and $1.2 billion
during fiscal 2001.

     Customers Served.  Our distribution group serves a wide variety of retail
operations located in all 50 states, the Caribbean and the South Pacific. The
group serves customers operating as conventional supermarkets (averaging
approximately 23,000 total square feet), superstores (supermarkets of 30,000
square feet or more), supercenters (a combination of discount store and
supermarket encompassing 110,000 square feet or more), warehouse stores
("no-frills" operations of various large sizes), combination stores (which have
a high percentage of non-food offerings) and convenience stores (generally under
4,000 square feet and offering only a limited assortment of products).

     Our top ten customers accounted for approximately 17% of our total net
sales during 2000 and approximately 27% of our total net sales during 2001.
Kmart Corporation, our largest customer, represented approximately 10% of our
total net sales in 2000 and approximately 20% of our total net sales in 2001. No
other single customer represented more than 2% of our fiscal 2000 or 2001 net
sales.

     Pricing.  The distribution group uses market research and cost analyses as
a basis for pricing its products and services. The retail services we offer in
connection with our distribution business are individually and

                                        44


competitively priced. We have three basic marketing programs for our
distribution business: FlexMate, FlexPro and FlexStar.

     The FlexMate marketing program prices product to customers at a quoted sell
price, a selling price established by us that might include a mark-up. The
FlexMate marketing program is available as an option for grocery, frozen and
dairy products. We generally use a quoted sell price method for meat, produce,
bakery goods, delicatessen products, tobacco supplies, general merchandise and
health and beauty care products. A distribution fee is usually added to the
quoted sell price based upon the product category. Under some marketing
programs, we also add freight charges to offset in whole or in part our cost of
delivery services provided. The distribution group may retain any cash
discounts, allowances, and service income earned from vendors. We generally
refer to this practice as the "traditional pricing" method.

     Under FlexPro, grocery, frozen and dairy products are priced at their net
acquisition value which is generally comparable to the net cash price paid by
the distribution group. Vendor allowances and service income are passed through
to the customer. Service charges are established using the principles of
activity-based pricing modified by marketing considerations. Activity-based
pricing attempts to identify our costs of providing certain services in
connection with the sale of products such as transportation, storage and
handling. Based on these identified costs, and with a view to market responses,
we establish charges for these activities designed to recover our cost and
provide us with a reasonable profit. These charges are then added to the net
product price. We also charge a fee for administrative services provided to
arrange and manage allowances and service income offered by vendors and earned
by the distribution group and its customers.

     FlexStar uses the same product pricing as FlexPro, but generally uses a
less complex presentation for distribution service charges. FlexStar averages
the charges across items and orders and provides the customer a more consistent
percentage base charge by department.

     Kmart product pricing for grocery, frozen, dairy, produce, packaged meat,
bakery and deli products follows the FlexPro/FlexStar pricing methodology, using
net acquisition value and passing through vendor allowances. Random weight meat
and deli products are priced at our last received cost. Certain other items are
priced at net acquisition value plus a negotiated fee. In addition, Kmart pays
us a logistics fee equal to a percentage of purchases based on volume, and a
negotiated fixed annual procurement fee.

     Private Labels.  Fleming's private label brands are Fleming-owned brands
that we offer exclusively to our customers. Our predominant brand is BestYet,
and we also market a small number of products under the Exceptional Value and
Comida Sabrosa brands. Private label lines are designed to offer quality
products that are equal or superior in quality to comparable nationally
advertised brands and value brand products at more competitive prices. As part
of our recent Kmart strategic alliance, Kmart has adopted our BestYet private
label program in its Kmart and Kmart supercenter stores and pay fees to us based
on brand management. We believe our private label brands generate higher margins
for us and for our customers than nationally advertised brands and other value
brand products because we are able to acquire them at lower costs.

     Controlled labels are offered only in stores operating under specific
banners (which may or may not be controlled by us). Controlled labels are
products to which we have exclusive distribution rights to a particular customer
or in a specific region. We offer two controlled labels, IGA and Piggly Wiggly
brands, which are national quality brands.

     Procurement.  We have currently centralized approximately 84% of our
merchandise procurement in our customer support center near Dallas, Texas. This
makes more efficient use of our procurement staff, improves buying efficiency
and reduces the cost of goods. We believe our customer support center near
Dallas is one of the largest buying locations of consumable goods in the United
States. We believe that our centralized purchasing capabilities and the volume
discount pricing we have achieved are valuable to national retailers as well as
the smaller, independent retailers that make up our traditional customer base.
We make a small percentage of our procurement decisions at the distribution
center level where local market needs and trends can best be addressed, such as
decisions regarding ethnic products, and where transportation costs may be
minimized.

                                        45


     Retail Services.  Retail services are marketed, priced and delivered
separately from other distribution operations. Our retail services marketing and
sales personnel look for opportunities to cross-sell additional retail services
as well as other distribution group products to their customers. Through our
retail account executive, or RAE, programs, we become closely involved in the
strategic planning and long-term success of our customers. Incentive
compensation for our RAEs is based on the performance of the customers they
serve.

     Facilities and Transportation.  Our distribution group operates 24
full-line distribution centers which are responsible for the distribution of
national brands and private label Fleming brands, including groceries, meat,
dairy and delicatessen products, frozen foods, produce, bakery goods and a
variety of related food and non-food items. Six general merchandise and
specialty food operating units distribute health and beauty care items and other
items of general merchandise and specialty foods. Five warehouse facilities
serve convenience stores. All facilities are equipped with modern material
handling equipment for receiving, storing and shipping large quantities of
merchandise. Our distribution centers comprise approximately 21 million square
feet of warehouse space. Additionally, the distribution group rents, on a
short-term basis, approximately 904,000 square feet of off-site temporary
storage space.

     Transportation arrangements and operations vary by distribution center and
may vary by customer. Some customers prefer to handle product delivery
themselves, others prefer us to deliver products, and still others ask us to
coordinate delivery with a third party. Accordingly, many of our distribution
centers maintain a truck fleet to deliver products to customers, and several of
our distribution centers also engage dedicated contract carriers to deliver
products. We increase the utilization of our truck fleet by back-hauling
products from suppliers and others, thereby reducing the number of empty miles
traveled. To further increase our fleet utilization, we have made our truck
fleet available to other firms on a for-hire carriage basis.

     Capital Invested in Customers.  As part of our services to retailers, we
provide capital to certain customers by extending credit for inventory
purchases, by becoming primarily or secondarily liable for store leases, by
leasing equipment to retailers and by making secured loans to customers:

     - Extension of Credit for Inventory Purchases.  Customary trade credit
       terms are usually the day following statement date for customers on
       FlexPro or FlexStar and up to seven days for other marketing plan
       customers. Convenience store trade credit terms average approximately 14
       days.

     - Store and Equipment Leases.  We lease stores for sublease to certain
       customers. At December 29, 2001, we were the primary lessee of
       approximately 600 retail store locations subleased to and operated by
       customers. We also lease a substantial amount of equipment to retailers.

     - Secured Loans and Lease Guarantees.  We selectively make loans to
       customers primarily for store expansions or improvements. These loans are
       typically secured by inventory and store fixtures, have personal
       guarantees, bear interest at rates above the prime rate, and are for
       terms of five to seven years. Loans are approved by our business
       development committee following written approval standards. We believe
       our loans to customers are illiquid and would not be investment grade if
       rated. From time to time, we also guarantee the lease obligations of
       certain of our customers.

     In making credit and investment decisions, we consider many factors,
including estimated return on capital, assumed risks and benefits (including our
ability to secure long-term supply contracts with these customers).

     At December 29, 2001, we had loans outstanding to customers totaling $118
million. We also have investments in customers through direct financing leases
of real property and equipment, lease guarantees, operating leases or credit
extensions for inventory purchases. Our credit loss expense from receivables as
well as from investments in customers was $29 million in 2000 and $38 million in
2001 (including a $17 million charge related to Kmart's bankruptcy).

     Franchising.  We also license from third parties for our own use or grant
franchises to retailers to use certain registered trade names such as Piggly
Wiggly, Food 4 Less (a registered servicemark and trademark that we are
authorized to use pursuant to a restricted license granted by Ralph's Grocery
Company, a subsidiary of Kroger Co.), Sentry, Super 1 Foods, Festival Foods,
Jubilee Foods, Jamboree Foods,

                                        46


MEGAMARKET, Shop 'N Kart, American Family, Big Star, Big T, Buy for Less, County
Pride Markets, Red Fox, Shop N Bag, Super Duper, Super Foods, Super Thrift,
Thriftway and Value King.

     We encourage independents and small chains to join one of the Fleming
Banner Groups to receive many of the same marketing and procurement efficiencies
available to larger chains. The Fleming Banner Groups are retail stores
operating under one of a number of banners representing either a conventional or
price impact retail format.

     Cost-Reduction Initiatives.  To strengthen our position as a low-cost
supplier to our retail customers and increase our profitability, we instituted a
"culture of thrift" among our employees and developed initiatives to reduce our
expenses through our Low Cost Pursuit Program. This program focuses on five
areas: merchandising and procurement, logistics and distribution, shared
services and finance, retail operations, and customer relations. In the
merchandising and procurement functions, we have lowered cost of goods and
administrative costs by centralizing most of our procurement functions, which
were conducted in individual distribution centers, into one national procurement
center near Dallas, which is one of the largest buyer locations of consumable
goods in the United States. The logistics and distribution functions have
removed costs associated with back-haul, in-bound transportation and other
logistics functions. In addition, we established a new shared services center in
Oklahoma City where we have centralized the management of our accounting, human
resources, information technology and other support services. Retail operations
have implemented best demonstrated practices to reduce labor costs and reduce
store operating costs, and certain administrative functions have also been
centralized for retail operations. Finally, customer relations has established a
single point of contact for each customer to eliminate many paper-based
processes and improve customer communications.

OUR RETAIL GROUP

     As of December 29, 2001, our retail group operated 116 supermarkets,
including 99 price impact supermarkets primarily under the Food 4 Less and
Rainbow Foods banners. Price impact supermarkets offer deep-discount, everyday
low prices. In addition, we operated 17 limited assortment stores under the
yes!LESS banner, 11 of which we opened in 2001. Our limited assortment stores
offer a narrow selection of low-price, private label food and other consumable
goods, as well as general merchandise.

     As part of our strategic plan, we sold or closed 238 of our conventional
format supermarkets in order to focus resources on growing our price impact
stores and improving financial results. The following chart illustrates the
number of supermarkets and limited assortment stores we operated as of the dates
indicated:



                                     DECEMBER 26,   DECEMBER 25,   DECEMBER 30,   DECEMBER 29,
                                         1998           1999           2000           2001
                                     ------------   ------------   ------------   ------------
                                                                      
CONTINUING STORES
Price Impact(1)....................       57             71             74             99
Limited Assortment(1)..............       --             --              6             17
                                         ---            ---            ---            ---
  Subtotal.........................       57             71             80            116
Non-Strategic Stores...............      228            171            107             --
                                         ---            ---            ---            ---
  TOTAL............................      285            242            187            116
                                         ===            ===            ===            ===


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

(1) The number of price impact stores at December 29, 2001 includes five Sentry
    Foods stores that we are converting to the price impact format in early
    2002.

     Price Impact Supermarkets.  As of December 29, 2001, our retail group owned
and operated 94 price impact supermarkets, of which 42 are located in Minnesota,
26 in Northern California, eight in Wisconsin, seven in the Salt Lake City, Utah
area, six in Texas, four in the Phoenix, Arizona area, and one in Las Cruces,
New Mexico. We also owned and operated five Sentry Food Stores in Wisconsin two
of which have been converted to the price-impact format since year-end and three
that we are converting in the next few months. These stores average
approximately 45,000 square feet and offer deep-discount, everyday low prices
well below

                                        47


those offered by conventional supermarkets and carry prices for grocery products
that are also generally lower than supercenters. Our price impact supermarkets
are also known for their quality meat and produce offerings. Our price impact
supermarkets that have been open at least one year generated average weekly
sales of approximately $450,000 per store for the year ended December 29, 2001.

     Our price impact supermarkets serve price-sensitive middle-income consumers
who may have larger-than-average families. These stores have a wider trade area
than conventional supermarkets yet are generally more convenient to shop than
supercenters. Our price impact supermarkets offer name-brand food and consumable
goods at significantly lower prices than conventional format retail store
operators because of the many low-cost features of our stores. These features
include: offering a reduced number of product selections, focusing on popular,
name-brand products and product categories; employing flow-through distribution
methods which reduce product storage and handling expense; and minimizing store
operating costs.

     These stores do not cost as much as conventional stores to construct and
maintain, as price impact stores typically feature cement floors, cinder block
walls, exposed ceiling and walk-in freezers and coolers which combine the
typically separate storage and display areas. In addition, price impact stores
produce lower operating expenses, primarily as a result of less labor content
due to pallet or case-loading display racks, fewer product categories offered
due to focusing on the more popular items, self bagging, and elimination of
staffed service departments.

     We believe price-sensitive consumers are underserved on a nationwide basis.
Because price impact stores cost less to build and maintain than conventional
supermarkets, we expect to be able to grow our price impact supermarket
operations while incurring lower capital expenditures. We believe the success of
our price impact stores is based on an underserved trade area and does not
require significant market share. As a result, we spend less on advertising and
marketing for these stores compared to conventional format stores.

     Limited Assortment Stores.  In 2000, we began to develop our limited
assortment retail concept operating under the yes!LESS trade name, operating
stores averaging 12,000 to 15,000 square feet of selling space. Our yes!LESS
concept is designed to appeal to a needs-based consumer, primarily with low
price private label food and other consumables and an attractive selection of
general merchandise products at opening price points. With 11 stores opened in
2001, as of December 29, 2001, there were 17 yes!LESS retail stores open, 16 in
Texas and one in Louisiana.

PRODUCTS

     We supply a full line of national brands and Fleming brands, including
groceries, meat, dairy and delicatessen products, frozen foods, produce, bakery
goods and a variety of general merchandise, health and beauty care and other
related items. During 2001, the average number of stock keeping units, or SKUs,
carried in full-line distribution centers was approximately 16,000. General
merchandise and specialty food operating units carried an average of
approximately 20,000 SKUs. SKUs carried by our distribution centers that
primarily distribute to convenience stores was approximately 6,000. During 2001,
our product mix as a percentage of sales was approximately 61% groceries, 33%
perishables and 6% general merchandise.

SUPPLIERS

     We purchase our products from numerous vendors and growers. As a large
customer with centralized procurement, we are able to secure favorable terms and
volume discounts on many of our purchases, leading to lower unit costs. We
purchase products from a diverse group of suppliers and believe we have adequate
sources of supply for substantially all of our products.

COMPETITION

     Our distribution group operates in a competitive market. Our primary
competitors are national, regional and local food distributors and national
chains that perform their own distribution. The principal factors on which we
compete include price, quality and assortment of product lines, schedules and
reliability of delivery and the range and quality of customer services.

                                        48


     The primary competitors of our retail group supermarkets are national,
regional and local grocery chains, as well as supercenters, independent
supermarkets, convenience stores, drug stores, restaurants and fast food
outlets. Principal competitive factors include price, quality and assortment,
store location and format, sales promotions, advertising, availability of
parking, hours of operation and store appeal.

INTELLECTUAL PROPERTY

     We or our subsidiaries use many trade names registered either by us or by
third parties from whom we license the rights to use such trade names at either
the federal or state level or a combination of both, such as Piggly Wiggly,
PWPETRO, Piggly Wiggly xpress, Super 1 Foods, Festival Foods, Jubilee Foods,
Jamboree Foods, MEGAMARKET, Shop 'N Kart, ABCO Desert Market, American Family,
Big Star, Big T, Big Bear, Big Dollar, Buy for Less, County Pride Markets,
Rainbow Foods, Red Fox, Sentry, Shop N Bag, Super Duper, Super Foods, Super
Thrift, Thriftway and Value King.

     We license the Food 4 Less service mark and trade name from Ralph's Grocery
Company, a subsidiary of Kroger Co., and have the exclusive right to use and
sublicense the name in certain areas of California. We also have the exclusive
license to use and sublicense the name in all other states, excluding certain
areas of Southern California and certain areas in various other states
previously licensed to others by Ralph's or its predecessors. Additionally,
should the rights to such a previously licensed area terminate, we would
automatically obtain the exclusive license for that area. The Food 4 Less
license agreement generally provides for protected trade area status for five
years after the date that we, our franchisees or Ralph's commit to entering a
new market area under the Food 4 Less banner. However, we are not prohibited by
the licensing agreement from opening stores under a different trade name in any
of these areas.

EMPLOYEES

     At December 29, 2001, we had approximately 23,000 full-time and part-time
employees, with 11,000 employed by the distribution group, 10,000 by the retail
group and 2,000 employed in shared services, customer support and other
functions.

     Approximately 42% of our employees 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; the Retail, Wholesale and
Department Store Union; and the International Union of Operating Engineers. Most
of these agreements expire at various times throughout the next five years. We
consider our employee relations in general to be satisfactory.

PROPERTIES

     The following table sets forth facilities information with respect to our
distribution group.



                                                           APPROXIMATE
LOCATION                                                   SQUARE FEET   OWNED OR LEASED
- --------                                                   -----------   ---------------
                                                                   
FULL-LINE FOOD DISTRIBUTION CENTERS:
Ewa Beach, HI............................................     361,000       Leased
Ft. Wayne, IN............................................   1,043,000       Leased
Fresno, CA...............................................     828,000    Owned/Leased
Garland, TX..............................................   1,175,000        Owned
Geneva, AL...............................................     793,000       Leased
Kansas City, KS..........................................     937,000       Leased
LaCrosse, WI.............................................     907,000        Owned
Lafayette, LA............................................     443,000        Owned
Lincoln, NE..............................................     516,000       Leased
Lubbock, TX..............................................     762,000    Owned/Leased


                                        49




                                                           APPROXIMATE
LOCATION                                                   SQUARE FEET   OWNED OR LEASED
- --------                                                   -----------   ---------------
                                                                   
Massillon, OH............................................     874,000        Owned
Memphis, TN..............................................   1,071,000    Owned/Leased
Miami, FL................................................     764,000        Owned
Milwaukee, WI............................................     600,000        Owned
Minneapolis, MN..........................................     480,000        Owned
Nashville, TN............................................     941,000       Leased
North East, MD...........................................     591,000    Owned/Leased
Oklahoma City, OK........................................     671,000       Leased
Phoenix, AZ..............................................   1,033,000    Owned/Leased
Sacramento, CA...........................................     787,000    Owned/Leased
Salt Lake City, UT.......................................     555,000    Owned/Leased
South Brunswick, NJ......................................     526,000       Leased
Superior, WI.............................................     371,000        Owned
Warsaw, NC...............................................     672,000    Owned/Leased
                                                           ----------
  Total..................................................  17,701,000
GENERAL MERCHANDISE DISTRIBUTION CENTERS:
Dallas, TX...............................................     262,000    Owned/Leased
King of Prussia, PA......................................     377,000       Leased
LaCrosse, WI.............................................     163,000        Owned
Memphis, TN..............................................     495,000    Owned/Leased
Sacramento, CA...........................................     439,000       Leased
Topeka, KS...............................................     223,000       Leased
                                                           ----------
  Total..................................................   1,959,000
CONVENIENCE STORE DISTRIBUTION CENTERS:
Altoona, PA..............................................     172,000        Owned
Leitchfield, KY..........................................     169,000    Owned/Leased
Marshfield, WI...........................................     157,000        Owned
Plymouth, MN.............................................     239,000       Leased
Romeoville, IL...........................................     125,000       Leased
                                                           ----------
  Total..................................................     862,000
OUTSIDE STORAGE FACILITIES:
Outside storage facilities -- Typically rented on a
  short-term basis.......................................     904,000       Leased
                                                           ----------
  Total Distribution Centers.............................  21,426,000
                                                           ==========


     In addition, we have five closed facilities in various states and we are
actively marketing them.

     As of December 29, 2001, our retail group operated 116 supermarkets in a
variety of formats in Arizona, California, Minnesota, New Mexico, Louisiana,
Texas, Utah and Wisconsin. Our continuing chains included 94 price impact
supermarkets, five supermarkets which we are converting to the price impact
format in early 2002, and 17 limited assortment stores. For more information,
see the subsection "Our Retail Group."

     Our shared service center office is located in Oklahoma City, Oklahoma. The
shared service center occupies leased office space totaling approximately
229,000 square feet. Our customer support center near Dallas, Texas occupies
leased office space totaling approximately 153,000 square feet.

     We own and lease other significant assets, such as inventories, fixtures
and equipment and capital leases.

                                        50


LEGAL PROCEEDINGS

     Class Action Suits.  In 1996, we and certain of our present and former
officers and directors were named as defendants in nine purported class action
suits filed by certain stockholders. All cases were filed in the United States
District Court for the Western District of Oklahoma and in 1997 were
consolidated. The plaintiffs in the consolidated cases sought undetermined but
significant damages, and asserted liability for our alleged "deceptive business
practices," and our alleged failure to properly account for and disclose the
contingent liability created by the David's Supermarkets case, a lawsuit we
settled in April 1997 in which David's sued us for allegedly overcharging for
products. The plaintiffs claimed that these alleged practices led to the David's
case and to other material contingent liabilities, caused us to change our
manner of doing business at great cost and loss of profit, and materially
inflated the trading price of our common stock.

     During 1999, the court dismissed the consolidated stockholder case without
prejudice but gave the plaintiffs the opportunity to restate their claims, and
they did so in amended complaints. We again filed motions to dismiss all claims.
On February 4, 2000, the court dismissed the amended complaint with prejudice.
The plaintiffs filed a notice of appeal and on September 7, 2001 the Tenth
Circuit affirmed the district court decision. On September 21, 2001, the
plaintiffs filed a petition for a full bench rehearing with the Tenth Circuit
and such petition was denied by the court in October. Since the plaintiffs did
not request a review of the judgment of the lower courts to the United States
Supreme Court, all appeals by plaintiffs are exhausted and the judgment of the
courts, as outlined above, will stand unchanged.

     Welsh.  In April 2000, the operators of two grocery stores in Texas filed
an amended complaint in the United States District Court for the Western
District of Texas, Pecos Division (Welsh v. Fleming Foods of Texas, L.P.). The
amended complaint alleges product overcharges, breach of contract, fraud,
conversion, breach of fiduciary duty, negligent misrepresentation and breach of
the Texas Deceptive Trade Practices Act. The amended complaint seeks unspecified
actual damages, punitive damages, attorneys' fees and pre-judgment and
post-judgment interest. On December 31, 2001, the parties executed a settlement
agreement that resolved all claims related to the case. We are not required to
pay any amounts to the plaintiffs pursuant to this settlement.

     Other.  Our facilities and operations are subject to various laws,
regulations and judicial and administrative orders concerning protection of the
environment and human health, including provisions regarding the transportation,
storage, distribution, disposal or discharge of certain materials. In conformity
with these provisions, we have a comprehensive program for testing, removal,
replacement or repair of our underground fuel storage tanks and for site
remediation where necessary. We have established reserves that we believe will
be sufficient to satisfy the anticipated costs of all known remediation
requirements.

     We and others have been designated by the U.S. Environmental Protection
Agency and by similar state agencies as potentially responsible parties under
the Comprehensive Environmental Response, Compensation and Liability Act, or
CERCLA, or similar state laws, as applicable, with respect to EPA-designated
Superfund sites. While liability under CERCLA for remediation at these sites is
generally joint and several with other responsible parties, we believe that, to
the extent we are ultimately determined to be liable for the expense of
remediation at any site, such liability will not result in a material adverse
effect on our consolidated financial position or results of operations. We are
committed to maintaining the environment and protecting natural resources and
human health and to achieving full compliance with all applicable laws,
regulations and orders.

     We are a party to or threatened with various other litigation and
contingent loss situations arising in the ordinary course of our business
including disputes with the following parties: customers and vendors; owners or
creditors of financially troubled or failed customers; suppliers; landlords;
employees regarding labor conditions, wages, workers' compensation matters and
alleged discriminatory practices; insurance carriers; and tax authorities.

                                        51


                                   MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

     Our executive officers and directors are as follows:



NAME                                   AGE                  PRESENT POSITION
- ----                                   ---                  ----------------
                                       
EXECUTIVE OFFICERS:
Mark S. Hansen.......................  47    Chairman and Chief Executive Officer
J.R. Campbell........................  57    Executive Vice President, Merchandising and
                                             Supply
Thomas G. Dahlen.....................  47    Executive Vice President and President, Retail
                                             and Corporate Marketing
E. Stephen Davis.....................  61    Executive Vice President and President,
                                             Wholesale
Ron Griffin..........................  48    Executive Vice President and Chief Information
                                               Officer
William H. Marquard..................  42    Executive Vice President, Business Development
                                             and Chief Knowledge Officer
Scott M. Northcutt...................  40    Executive Vice President, Human Resources
Neal J. Rider........................  40    Executive Vice President and Chief Financial
                                             Officer
Michael J. Carey.....................  55    Senior Vice President, Western Operations
Charles L. Hall......................  51    Senior Vice President, Real Estate and Store
                                               Development
Carlos M. Hernandez..................  47    Senior Vice President, General Counsel and
                                             Secretary
Matthew H. Hildreth..................  36    Senior Vice President, Finance and Treasurer
Leonard Kaye.........................  63    Senior Vice President, Eastern Operations
Timothy R. LaBeau....................  47    Senior Vice President, Operations
William A. Merrigan..................  56    Senior Vice President, Logistics
Philip B. Murphy.....................  53    Senior Vice President, Procurement
Mark D. Shapiro......................  42    Senior Vice President, Finance and Operations
                                             Control
Thomas A. Zatina.....................  50    Senior Vice President, Northern Operations

DIRECTORS:
Mark S. Hansen.......................  47    Chairman and Chief Executive Officer
Herbert M. Baum......................  65    Director
Kenneth M. Duberstein................  57    Director
Archie R. Dykes......................  71    Director
Carol B. Hallett.....................  64    Director
Robert S. Hamada.....................  65    Director
Edward C. Joullian III...............  72    Director
Guy A. Osborn........................  66    Director
Alice M. Peterson....................  49    Director


  EXECUTIVE OFFICERS

     Mark S. Hansen joined us as Chairman and Chief Executive Officer in
November 1998. Prior to joining us, Mr. Hansen served as President and Chief
Executive Officer of SAM'S Club, a division of Wal-Mart Stores, Inc., from 1997
through 1998. Prior to joining Wal-Mart, Mr. Hansen served in multiple
capacities at PETsMART, Inc., a retailer of pet food, pet supplies and related
products, including as President and Chief Executive Officer from 1989 to 1997.
Prior to 1989, Mr. Hansen served in various management capacities in

                                        52


the supermarket industry. He serves as an executive advisory board member of
Swander Pace Capital and is a director of Applebee's Restaurants and Amazon.com.

     J.R. Campbell joined us as our Executive Vice President, Merchandising and
Supply in January 2002. Prior to joining us, Mr. Campbell served for over 20
years in various capacities at Wal-Mart Stores, Inc., including Senior Vice
President and General Merchandise Manager of Wal-Mart Stores, Senior Vice
President of Merchandising for Sam's Club, and most recently as President,
Global Sourcing Division of Wal-Mart Stores.

     Thomas G. Dahlen joined us as our Executive Vice President and President,
Retail and Corporate Marketing in April 2001. From 1999 until joining us, Mr.
Dahlen served as President and Chief Executive Officer of Furrs Supermarkets,
Inc. Mr. Dahlen was President and Chief Executive Officer of Furrs Supermarkets,
Inc. when it filed for Chapter 11 bankruptcy protection in February 2001. From
1994 until 1999, Mr. Dahlen served in multiple capacities at Ralph's
Supermarkets Division of the Yucaipa Companies, including Executive Vice
President from 1998 to 1999, and Senior Vice President, Sales and Marketing from
1994 to 1998.

     E. Stephen Davis joined us in 1960 and has served as our Executive Vice
President and President, Wholesale since February 2000. Prior to that, Mr. Davis
has served us in various positions, including Executive Vice President, Food
Distribution from 1998 to February 2000, Executive Vice President, Operations
from 1997 to 1998, Executive Vice President, Food Operations from 1996 to 1997
and Executive Vice President, Distribution from 1995 to 1996.

     Ron Griffin joined us as Executive Vice President and Chief Information
Officer in January 2002. Prior to joining us, Mr. Griffin served for over 10
years in various capacities at The Home Depot, Inc., including most recently as
Senior Vice President and Chief Information Officer.

     William H. Marquard joined us as Executive Vice President, Business
Development and Chief Knowledge Officer in June 1999. From 1991 until joining
us, Mr. Marquard was a partner in the consulting practice of Ernst & Young.

     Scott M. Northcutt joined us as Senior Vice President, Human Resources in
January 1999 and he became Executive Vice President, Human Resources in February
2000. From 1997 until joining us, Mr. Northcutt was Vice President-People Group
at SAM's Club, a division of Wal-Mart Stores, Inc. From 1988 to 1995, he served
as Vice President-Human Resources and from 1995 to 1996, he served as Vice
President-Store Operations at Dollar General Corporation.

     Neal J. Rider joined us as Executive Vice President and Chief Financial
Officer in January 2000. From 1999 until joining us, Mr. Rider was Executive
Vice President and Chief Financial Officer at Regal Cinemas, Inc. From 1980 to
1999, Mr. Rider served in multiple capacities at American Stores Company,
including Treasurer and Controller responsibilities from 1994 to 1997 before
becoming Chief Financial Officer in 1998.

     Michael J. Carey joined us in 1983 and has served as our Senior Vice
President, Western Operations since June 2000. Prior to that, Mr. Carey served
as our Operating Group President from 1998 to June 2000, our President, LaCrosse
Division from 1996 to 1998, and our Director of IGA Marketing from 1994 to 1996.

     Charles L. Hall joined us as Senior Vice President, Real Estate and Store
Development in June 1999. From 1998 until joining us, he was Senior Vice
President-Real Estate and Store Development at Eagle Hardware and Garden, Inc.
From 1992 to 1998, he served as Vice President of Real Estate Development at
PETsMART, Inc.

     Carlos M. Hernandez joined us in March 2000 as Associate General Counsel
and Assistant Secretary and has served as our Senior Vice President, General
Counsel and Secretary since February 2001. Prior to joining us, Mr. Hernandez
was employed in various capacities at Armco Inc. from 1981 to 1999, and then as
an attorney at AK Steel Holding Corporation from October to December 1999.

                                        53


     Matthew H. Hildreth joined us as Senior Vice President, Finance and
Treasurer in May 2001. Prior to joining us, Mr. Hildreth served in various
positions at JPMorgan since 1989, including most recently as Vice President and
Sector Head of North American Trucking for JPMorgan's Transportation and
Logistics Group.

     Leonard Kaye joined us in 1963 and has served as our Senior Vice President,
Eastern Operations since June 2000. Prior to that, Mr. Kaye served us in various
positions, including Operating Group President, President, Memphis Division and
Operations Manager.

     Timothy R. LaBeau joined us in January 2002 as Senior Vice President of
Operations. Prior to joining us, Mr. LaBeau served as President and Chief
Executive Officer of American Sales Company, a subsidiary of Royal Ahold, from
1998 to December 2001. Prior to that, Mr. LaBeau served as Executive Vice
President of Merchandising and Procurement for Ahold USA from 1994 to 1998.

     William A. Merrigan joined us in November 2000 and has served as our Senior
Vice President, Logistics since May 2001. Prior to joining us, Mr. Merrigan
served as Senior Vice President of Logistics at Nash Finch Company from 1998 to
November 2000. Prior to that, Mr. Merrigan served in various senior positions at
Wakefern Food Corporation from 1986 to 1998, including most recently as Vice
President of Logistics and Transportation.

     Philip B. Murphy joined us in October 2000 as Vice President of Grocery,
and has served as our Senior Vice President, Procurement since May 2001. Prior
to that, Mr. Murphy served as Senior Vice President and General Manager of
Services at PETsMART, Inc. from 1995 to 2000.

     Mark D. Shapiro joined us in June 2001 as Senior Vice President, Finance.
Prior to joining us, Mr. Shapiro served in various positions at Big Lots, Inc.
since 1992, including most recently as Senior Vice President and Chief Financial
Officer.

     Thomas A. Zatina joined us in June 2001 as Senior Vice President, Northern
Operations. Prior to joining us, Mr. Zatina served in various positions at
Bozzuto's, Inc., a Connecticut-based wholesale distributor, since 1986,
including most recently as Executive Vice President and Chief Operating Officer.

  DIRECTORS

     Herbert M. Baum joined us as a director in 1998. He is Chairman, president
and chief executive officer of The Dial Corporation (a consumer products
company). Prior to joining The Dial Corporation in August 2000, Mr. Baum served
as president and chief operating officer of Hasbro, Inc. from January 1999. From
1993 to 1998, Mr. Baum served as chairman and chief executive officer of Quaker
State Corporation. From 1978 to 1993, Mr. Baum served in a variety of positions
for Campbell Soup Company where his last position held was President Campbell
North and South America. Mr. Baum is a director of Grocery Manufacturers of
America, The Dial Corporation, Midas, Inc., Meredith Corporation, PepsiAmerica,
Inc. (formerly Whitman Corporation), and Action Performance Companies, Inc.

     Kenneth M. Duberstein joined us as a director in May 2001. He is chairman
and Chief Executive Officer of The Duberstein Group, Inc., an independent
strategic planning and consulting company. Prior to that, Mr. Duberstein served
President Reagan in various capacities, including Chief of Staff from 1988 to
1989, Deputy Chief of Staff from 1987 to 1988 and Assistant and Deputy Assistant
to the President for Legislative Affairs from 1981 to 1983. Mr. Duberstein is a
director of The Boeing Company, Conoco, Inc., Fannie Mae, GVG, The St. Paul
Companies, Inc., and serves on the Board of Governors for the American Stock
Exchange and the National Association of Securities Dealers. He also serves as
Vice Chairman of the Kennedy Center for Performing Arts, Chairman of Ethics
Oversight Committee for the U.S. Olympics Committee, Trustee of Franklin &
Marshall College and Johns Hopkins University, and serves on the Council on
Foreign Relations, the Institute of Politics at the John F. Kennedy School of
Government at Harvard University and the National Alliance to End Homelessness.

     Archie R. Dykes joined us as a director in 1981. He is chairman and chief
executive officer of Capital City Holdings, Inc. (a venture capital
organization). He is senior chairman and a director of PepsiAmerica, Inc.
(formerly Whitman Corporation), Midas, Inc. and the Employment Corporation. A
former chancellor of

                                        54


the University of Kansas and of the University of Tennessee, Mr. Dykes also
serves as a trustee of the Kansas University Endowment Association and of the
William Allen White Foundation.

     Carol B. Hallett joined us as a director in 1993. She is president and
chief executive officer of the Air Transport Association of America, Washington,
D.C. (the nation's oldest and largest airline trade organization). Prior to
joining the Air Transport Association in April 1995, Mrs. Hallett served as
senior government relations advisor with Collier, Shannon, Rill & Scott from
February 1993 to March 1995. From November 1989 through January 1993, Mrs.
Hallett served as the Commissioner of the United States Customs Service. From
September 1986 to May 1989, she served as the U.S. Ambassador to The
Commonwealth of the Bahamas. From July 1983 to August 1986, Mrs. Hallett served
as the national vice chairman and field director of Citizens for America. Mrs.
Hallett also served three terms in the California legislature and as minority
leader in the State Assembly. Mrs. Hallett is a director of Mutual of Omaha
Insurance Company. She is a trustee for the Junior Statesmen of America. Mrs.
Hallett also serves on the President's Cabinet of California Polytechnic State
University.

     Robert S. Hamada joined us as a director in February 2001. He has been the
Chief Executive Officer of Merchant's Exchange since July 2001. An
internationally known authority in finance, Mr. Hamada was a member of the
faculty of the University of Chicago from 1966 until 2001, during which time he
served as Dean from 1993 to June 2001, as the Edward Eagle Brown Distinguished
Service Professor of Finance at the Graduate School of Business, as director of
the Center for International Business and Research from 1992 to 1993, as deputy
dean for the faculty at the Graduate School of Business from 1985 to 1990, and
as director of the Center for Research in Security Prices from 1980 to 1985. Mr.
Hamada is a director of Northern Trust Corporation, A.M. Castle & Co., Flying
Food Fare, Window to the World Communications, Inc., Merchant's Exchange, Terra
Foundation for the Arts, and the National Bureau of Economic Research.

     Edward C. Joullian III joined us as a director in 1984. He has been
chairman of Mustang Fuel Corp. (energy development and services) since 1964. He
also served as chief executive officer of that company until his retirement in
1998. Mr. Joullian also served Fleming as interim chairman of the board of
directors from July 18, 1998 until November 30, 1998. He is a director of The
LTV Corp.

     Guy A. Osborn joined us as a director in 1992. He retired as chairman of
Universal Foods Corp. in April 1997. He joined that company in 1971, became
president in 1984 and chairman in 1990. He serves on the boards of Boys and
Girls Club of Greater Milwaukee and Alverno College and is a trustee of
Northwestern Mutual Life Insurance Company.

     Alice M. Peterson joined us as a director in 1998. She is the President of
Loretto Group, a finance strategy and consulting firm. She served as President
of RIM Finance, LLC (a wholly-owned subsidiary of the Canadian company, Research
In Motion Limited, the maker of BlackBerry wireless handheld devices), from
December 2000 to September 2001. From April 2000 to September 2000, Ms. Peterson
served as Chief Executive Officer of GuidanceResources.com (an Internet-based
service that employers provide as a value-added benefit to enhance employee
productivity). From October 1998 to February 2000, Ms. Peterson served as vice
president and general manager of Sears Online, the unit of Sears, Roebuck and
Co. where all business-to-consumer Internet activities are conducted, including
interactive marketing. Ms. Peterson was vice president and treasurer of Sears,
Roebuck and Co. from 1993 to 1998. She joined that company in 1989 as corporate
director of finance, became managing director -- corporate finance in 1992, and
vice president -- treasurer in 1993. Prior to joining Sears, Ms. Peterson served
as assistant treasurer of Kraft, Inc. from 1988 to 1989. From 1984 to 1988, Ms.
Peterson served in a variety of financial positions for PepsiCo, Inc. where her
last position held was director of capital markets. Ms. Peterson is a director
of RIM Finance, LLC and she serves on the Ravinia Festival Board of Trustees.

                                        55


                             EXECUTIVE COMPENSATION

DIRECTORS COMPENSATION

     Directors who are also associates of Fleming do not receive compensation
for serving on the board of directors or its committees other than their normal
salaries. Directors who are not associates of Fleming received the following in
2001:

  STOCK BASED COMPENSATION

     - 3,500 shares of restricted stock

      -- Prior to vesting, shares have voting and dividend rights.

      -- Shares will vest one year from March 15, 2001 if adjusted net earnings
         from operations for the 13 four-week accounting periods preceding the
         date of such determination exceed adjusted net earnings from operations
         for the fiscal year prior to the date of the award by at least 5%.

      -- Shares are held in escrow by Fleming's corporate secretary, pending
         vesting.

      -- Shares that do not vest or are not otherwise accelerated will be
         forfeited.

      -- If, on a date prior to the end of the first year vesting period, a
         director ceases to be a member of the board, under certain conditions,
         vesting can be accelerated.

  CASH COMPENSATION

     - annual retainer of $10,000 to be paid quarterly

     - $1,000 for each board or committee meeting attended*

     - $5,000 annual retainer for chairing a committee to be paid quarterly

     - reimbursement of travel expenses for attending meetings
- ---------------

* No fees are paid for telephone board meetings unless they are longer than
  thirty minutes and are meetings for which an agenda has been set.

  STOCK OWNERSHIP REQUIREMENTS

     In February 2001, the board adopted stock ownership requirements for
directors. Directors who are not also associates of Fleming must own $100,000 of
Fleming common stock within four years of initially being elected.

                                        56


                           SUMMARY COMPENSATION TABLE



                                           ANNUAL COMPENSATION                     LONG-TERM COMPENSATION
                                ------------------------------------------   ----------------------------------
                                                                                      AWARDS            PAYOUTS
                                                                             ------------------------   -------
                                                                             RESTRICTED    SECURITIES
                                                              OTHER ANNUAL     STOCK       UNDERLYING    LTIP      ALL OTHER
NAME AND PRINCIPAL                     (SALARY)     BONUS     COMPENSATION     AWARDS       OPTIONS     PAYOUTS   COMPENSATION
POSITION                        YEAR     ($)       ($)(1)        ($)(2)        ($)(3)         (#)       ($)(4)       ($)(5)
- ------------------              ----   --------   ---------   ------------   ----------    ----------   -------   ------------
                                                                                          
Mark S. Hansen................  2001   850,179    2,618,000        90               --      200,000     850,000      157,989
  Chairman and Chief            2000   847,115    1,700,000        90        4,481,250           --          --       65,335
  Executive Officer             1999   750,000      980,813        --               --           --          --       90,818
Thomas G. Dahlen..............  2001   365,384    1,220,871        --          629,375      434,000     500,000    1,129,483
  Executive Vice President --   2000        --           --        --               --           --          --           --
  President of Retail and       1999        --           --        --               --           --          --           --
  Corporate Marketing
E. Stephen Davis..............  2001   481,562    1,650,000       396               --      134,000          --       52,337
  Executive Vice President --   2000   393,654      600,000       396               --           --          --        6,029
  President of Wholesale        1999   330,858      342,104       570          690,000       25,000          --           --
William H. Marquard...........  2001   420,313    1,109,194        60               --      100,000     425,000      117,930
  Executive Vice President --   2000   407,692      600,000        60               --       25,000(6)       --      156,082
  Chief Knowledge Officer       1999   229,231      261,550        --          418,750      200,000(7)       --      415,562
Neal J. Rider.................  2001   490,456    1,150,000        36               --      134,000     500,000       34,811
  Executive Vice President --   2000   516,735      675,000        36          223,438      350,000          --      670,411
  Chief Financial Officer       1999        --           --        --               --           --          --           --


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

(1) Mr. Hansen's bonus includes $850,000 earned under the Key Executive
    Performance Plan. Mr. Dahlen's bonus includes $500,000 earned under the Key
    Executive Performance Plan. Mr. Marquard's bonus includes $425,000 earned
    under the Key Executive Performance Plan. Mr. Rider's bonus includes
    $500,000 earned under the Key Executive Performance Plan. Mr. Davis' bonus
    includes $1,000,000 which is contingent upon his continuous employment with
    the company through June 30, 2002.

(2) The company provides term life insurance to all associates. There is no
    imputed income to the associate with respect to the first $50,000 of
    coverage except for highly compensated associates. Accordingly, the company
    is required to impute income to the named individuals with respect to the
    first $50,000 of coverage and reimburses them for its tax effect. The
    amounts shown in this column reflect such tax reimbursement amounts.

(3) The following officers received restricted stock awards in connection with
    their employment with Fleming which vest as follows based on their
    continuous employment through the applicable vesting dates:

                                          
Hansen..................  300,000 shares on     300,000 shares vested on February 28,
                          February 29, 2000     2002
Dahlen..................  25,000 shares on      8,334 shares will vest on April 8, 2002;
                          April 8, 2001         8,333 shares will vest on April 8, 2003;
                                                8,333 shares will vest on April 8, 2004
Davis...................  60,000 shares on      60,000 shares vested on September 14,
                          July 20, 1999         2001
Marquard................  20,000 shares on      10,000 shares vested on June 1, 2000;
                          June 1, 1999          10,000 shares vested on June 1, 2001
                          20,000 shares on      10,000 shares vested on December 21,
                          December 21, 1999     2000; 10,000 shares vested on December
                                                21, 2001
Rider...................  25,000 shares on      12,500 shares vested on January 18,
                          January 18, 2000      2001; 12,500 shares vested on January
                                                18, 2002



     All shares of restricted stock will vest upon the occurrence of a change of
     control and upon termination of the executive's employment due to death or
     disability, without cause or by the executive for good reason. As of
     December 29, 2001, Fleming's Secretary held in escrow the following shares
     of restricted stock for

                                        57


     each officer with the following values (based on the market price per share
     of $19.11 on December 28, 2001):

                                                                      
Hansen...................................................  300,000 shares   $5,733,000
Dahlen...................................................   25,000 shares   $  477,750
Davis....................................................  108,000 shares   $2,063,880
Rider....................................................   12,500 shares   $  238,875



(4) Amounts earned under the Key Executive Performance Plan are subject to a
    3-year vesting schedule. See Long-Term Incentive Plans -- Awards in Last
    Fiscal Year.

(5) Included in this column are the following amounts:

Mr. Hansen......................    For 2001: $84,708 attributable to personal
                                    use of the company plane (includes
                                    reimbursement for his tax liability
                                    associated with such amount). $73,281 for
                                    relocation expenses. For 2000: $64,200
                                    attributable to personal use of the company
                                    plane (includes reimbursement for his tax
                                    liability associated with such amount) and
                                    $1,135 for moving expenses. For 1999:
                                    $52,145 attributable to personal use of the
                                    company plane (includes reimbursement for
                                    his tax liability associated with such
                                    amount) and $38,673 for relocation expenses.

Mr. Dahlen......................    For 2001: $27,850 attributable to personal
                                    use of the company plane (includes
                                    reimbursement for his tax liability
                                    associated with such amount), $33,991 for
                                    relocation expenses and $1,067,642 for
                                    reimbursement for taxes incurred in
                                    connection with an 83(b) election.

Mr. Davis.......................    For 2001: $35,101 attributable to personal
                                    use of the company plane for commuting
                                    (includes reimbursement for his tax
                                    liability associated with such amount) and
                                    $17,236 for temporary living expenses. For
                                    2000: $1,029 for moving expenses and $5,000
                                    for loss of company car.

Mr. Marquard....................    For 2001: $68,460 attributable to personal
                                    use of the company plane for commuting
                                    (includes reimbursement for his tax
                                    liability associated with such amount),
                                    $12,815 for transportation allowance and
                                    $36,655 for temporary living expenses. For
                                    2000: $39,208 attributable to personal use
                                    of the company plane (includes reimbursement
                                    for his tax liability associated with such
                                    amount), $36,850 for temporary living
                                    expenses, $67,210 for reimbursement for
                                    taxes incurred in connection with an 83(b)
                                    election and $12,814 for transportation
                                    allowance. For 1999: $387,314 reimbursement
                                    for his tax liability associated with
                                    restricted stock awards, $28,248 for
                                    temporary living expenses and $7,475 for
                                    transportation allowance.

Mr. Rider.......................    For 2001: $34,811 attributable to personal
                                    use of the company plane (includes
                                    reimbursement for his tax liability
                                    associated with such amount). For 2000:
                                    $26,938 attributable to personal use of the
                                    company plane (includes reimbursement for
                                    his tax liability asso-

                                        58


                                    ciated with such amount), $11,226 for
                                    expenses incurred in connection with the
                                    sale of his home, $253,219 for moving
                                    expenses and $379,028 for reimbursement for
                                    taxes incurred in connection with an 83(b)
                                    election.

(6) Includes 12,500 securities underlying options as to which Mr. Marquard can
    only exercise upon instructions from a third party for shares that Mr.
    Marquard will not beneficially own upon exercise.

(7) Includes 100,000 securities underlying options as to which Mr. Marquard can
    only exercise upon instructions from a third party for shares that Mr.
    Marquard will not beneficially own upon exercise.

STOCK OPTION INFORMATION

  OPTION GRANTS

     This table sets forth information concerning the grant of stock options to
the named executive officers during the fiscal year ended December 29, 2001.

                       OPTION GRANTS IN LAST FISCAL YEAR



                                                         % OF TOTAL
                                                          OPTIONS
                                           NUMBER OF      GRANTED
                                          SECURITIES         TO       EXERCISE
                                          UNDERLYING     EMPLOYEES    OR BASE                 GRANT DATE
                                            OPTIONS      IN FISCAL     PRICE     EXPIRATION    PRESENT
NAME                                     GRANTED(#)(4)      YEAR       ($/SH)       DATE      VALUE$(5)
- ----                                     -------------   ----------   --------   ----------   ----------
                                                                               
Mark S. Hansen(1)......................     100,000         4.67%       24.30     11/1/11     1,316,665
Mark S. Hansen(2)......................     100,000         4.67%       24.30     11/1/11     1,251,936
Thomas G. Dahlen(1)....................      67,000         3.13%       23.85     11/1/11       865,126
Thomas G. Dahlen(2)....................      67,000         3.13%       24.30     11/1/11       838,797
Thomas G. Dahlen(3)....................     300,000        14.02%      25.175      4/7/11     3,889,175
E. Stephen Davis(1)....................      67,000         3.13%       23.85     11/1/11       865,126
E. Stephen Davis(2)....................      67,000         3.13%       24.30     11/1/11       838,797
William H. Marquard(1).................      50,000         2.34%       24.30     11/1/11       658,332
William H. Marquard(2).................      50,000         2.34%       24.30     11/1/11       625,968
Neal J. Rider(1).......................      67,000         3.13%       24.30     11/1/11       882,165
Neal J. Rider(2).......................      67,000         3.13%       24.30     11/1/11       838,797


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

(1) The listed options vest in full and are exercisable on February 27, 2002.

(2) The listed options vest in full and are exercisable on February 27, 2003.

(3) The listed options are exercisable in four twenty-five percent (25%)
    increments beginning April 8, 2002.

(4) The vesting of all options accelerates in the case of a change of control of
    the company. In the case of Messrs. Hansen and Marquard, if their employment
    is terminated within one year following a change of control of the company,
    they will each have three years from such termination date to exercise their
    stock options. All executives have three years following retirement to
    exercise any options which have vested as of their retirement date.

(5) Based on Black-Scholes option pricing model adapted for use in valuing
    executive stock options. The estimated values under the model are based on
    assumptions as to variables such as risk free interest rate, stock price
    volatility and future dividend yield as follows: the options are assumed to
    be exercised at the end of a ten year term; yield volatility of 42.81%;
    annual dividend yield ranging from .22% to .70% and a risk free rate of
    return ranging from 3.71% to 5.09%.

                                        59


  OPTION EXERCISES

     This table sets forth information regarding the value as of the fiscal year
ended December 29, 2001 of any unexercised options held by the named executive
officers who retained their positions with the company as of such date. No stock
options were exercised by any of the named executive officers for their benefit
during the fiscal year ended December 29, 2001.

                AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                            AND FY-END OPTION VALUES



                                                                     NUMBER OF
                                                                    SECURITIES
                                                                    UNDERLYING        VALUE OF UNEXERCISED
                                                                UNEXERCISED OPTIONS   IN-THE-MONEY OPTIONS
                                SHARES ACQUIRED                    AT FY-END(#)         AT FY-END($)(1)
                                  ON EXERCISE        VALUE         EXERCISABLE/           EXERCISABLE/
NAME                                  (#)         REALIZED($)      UNEXERCISABLE         UNEXERCISABLE
- ----                            ---------------   -----------   -------------------   --------------------
                                                                          
Mark S. Hansen................         --              --         599,999/400,001     5,608,934/1,869,658
Thomas G. Dahlen..............         --              --               0/434,000                     0/0
E. Stephen Davis..............         --              --          58,500/160,500         185,759/144,734
William H. Marquard...........         (2)             --          56,250/218,750(3)      472,203/970,484(4)
Neal J. Rider.................         --              --          87,500/396,500       888,138/2,664,413


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

(1) The market price of the company's common stock at 2001 fiscal year-end was
    $19.11 per share.

(2) Mr. Marquard exercised options to purchase 25,000 shares upon the
    instructions of a third party. Mr. Marquard did not acquire beneficial
    ownership of the shares upon exercise of the options.

(3) Includes 3,125/59,375 securities underlying options as to which Mr. Marquard
    can only exercise upon instruction from a third party that Mr. Marquard will
    not beneficially own upon exercise.

(4) Includes $13,039/485,242 applicable to options which Mr. Marquard can only
    exercise upon instruction from a third party and which Mr. Marquard will not
    beneficially own upon such exercise.

            LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR



                                                                PERFORMANCE
                                                                 OR OTHER     ESTIMATED FUTURE PAYOUTS UNDER
                                                                  PERIOD        NON-STOCK PRICE-BASED PLANS
                                            NUMBER OF SHARES,      UNTIL      -------------------------------
                                             UNITS OR OTHER     MATURATION    THRESHOLD    TARGET    MAXIMUM
NAME                                            RIGHTS(#)        OR PAYOUT    ($ OR #)    ($ OR #)   ($ OR #)
- ----                                        -----------------   -----------   ---------   --------   --------
                                                                                      
Mark S. Hansen(1)........................        100,000          2/27/04           --          --         --
Mark S. Hansen(2)........................             --               --     $850,000    $850,000   $850,000
Thomas G. Dahlen(1)......................         66,000          4/08/04           --          --         --
Thomas G. Dahlen(2)......................             --               --     $500,000    $500,000   $500,000
E. Stephen Davis(1)......................         66,000          2/27/04           --          --         --
William H. Marquard(1)...................         50,000          2/27/04           --          --         --
William H. Marquard(2)...................             --               --     $425,000    $425,000   $425,000
Neil J. Rider(1).........................         66,000          2/27/04           --          --         --
Neil J. Rider(2).........................             --               --     $500,000    $500,000   $500,000


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

(1) Executives granted stock units under the 2001 Corporate Officer Long-Term
    Incentive Plan receive the opportunity to earn a cash payment equal to the
    excess of the fair market value of the company's stock on the date of
    exercise over the base amount. The base amount is the fair market value of
    the stock on the date of the stock units are granted. Stock units may only
    be exercised after time vesting and performance targets established by the
    committee have been met.

                                        60


(2) Executives selected to participate in the Key Executive Performance Plan are
    eligible to participate over a 5-year award period. During the first three
    years of the award period, participants are eligible to receive an "annual
    award" of two times their base salary if the performance of the company is
    at least 5% greater than the prior year's earnings per share. If the
    performance target is met, one-half of the annual award is payable while the
    balance, as disclosed in this table, is subject to a vesting schedule and
    accrues interest at an annual rate of prime plus 1%.

    In years four and five of a participant's award period, the participant is
    eligible to receive a thrift award of 33% of the participant's prior year
    account balance if the performance of the company is at least 5% greater
    than the prior year's earnings per share.

                                  PENSION PLAN



                                                          YEARS OF SERVICE
ANNUAL FINAL      -------------------------------------------------------------------------------------------------
COMPENSATION(1)      10         15          20           25           30           35           40           45
- ---------------   --------   --------   ----------   ----------   ----------   ----------   ----------   ----------
                                                                                 
  $  500,000      $ 83,350   $125,025   $  166,700   $  208,375   $  250,050   $  275,050   $  300,050   $  325,050
     750,000       125,025    187,538      250,050      312,563      375,075      412,575      450,075      487,575
   1,000,000       166,700    250,050      333,400      416,750      500,100      550,100      600,100      650,100
   1,250,000       208,375    312,563      416,750      520,938      625,125      687,625      750,125      812,625
   1,500,000       250,050    375,075      500,100      625,125      750,150      825,150      900,150      975,150
   1,750,000       291,725    437,588      583,450      729,313      875,175      962,675    1,050,175    1,137,675
   2,000,000       333,400    500,100      666,800      833,500    1,000,200    1,100,200    1,200,200    1,300,200
   2,250,000       375,075    562,613      750,150      937,688    1,125,225    1,237,725    1,350,225    1,462,725
   2,500,000       416,750    625,125      833,500    1,041,875    1,250,250    1,375,250    1,500,250    1,625,250
   2,750,000       458,425    687,638      916,850    1,146,063    1,375,275    1,512,775    1,650,275    1,787,775
   3,000,000       500,100    750,150    1,000,200    1,250,250    1,500,300    1,650,300    1,800,300    1,950,300


     This table shows the estimated annual retirement benefits payable on a
straight-life annuity basis to covered participants, including the named
executive officers, assuming retirement at age 65 under Fleming's qualified
Pension Plan as well as non-qualified supplemental benefits under the Executive
Deferred Compensation Plan, based on final average earnings formulas and years
of service.
- ---------------

(1) Under the Executive Deferred Compensation Plan, Annual Final Compensation is
    average total compensation earned for the three consecutive calendar years
    of employment prior to retirement.

    As of December 29, 2001, Messrs. Hansen, Dahlen, Davis, Marquard and Rider
    each had 3,1, 41, 2, and 2 years, respectively, of credited service under
    the Pension Plan. All named executive officers participated in the Executive
    Deferred Compensation Plan during 2001. Amounts shown in the table are
    subject to offset for Social Security. Benefits under the Executive Deferred
    Compensation Plan are subject to offset for amounts payable under the
    Pension Plan. As of December 29, 2001, Annual Final Compensation was
    $1,658,629 for Mr. Hansen, $1,015,384 for Mr. Dahlen, $753,842 for Mr.
    Davis, $742,709 for Mr. Marquard and $862,626 for Mr. Rider.

     EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL
                                   AGREEMENTS

  EMPLOYMENT AGREEMENTS

     Our named executive officers, except for Mr. Davis, have five-year
employment agreements. Below is a summary of the basic terms of the agreements
followed by a summary of the specific terms for each named executive officer as
of their date of employment. Base salaries and bonus targets are reviewed
annually by the corporation and organization committee and could increase over
the five-year term of the employment agreement.

                                        61


     If Fleming terminates employment without cause or the executive resigns for
good reason, the executive receives:

     - Base salary and accrued vacation through termination date;

     - Base salary for the next 24 months; and

     - Continued coverage under all medical and life insurance programs for the
       next 24 months.

     If Fleming terminates employment with cause or executive resigns without
good reason, the executive receives:

     - Base salary and accrued vacation through the termination date.

     If Fleming terminates employment due to disability, the executive receives

     - Base salary through date of termination;

     - Disability benefits under the company's disability program; and

     - Accrued vacation through termination date.

     Upon death of the executive, his beneficiary receives his base salary
through date of death.

     The executive has also agreed not to compete with Fleming for two years
following termination of employment, unless the executive has been terminated
without cause or resigns for good reason.

  HANSEN AGREEMENT

     - Agreement term is from November 30, 1998 to November 29, 2003

     - Annual base salary of $750,000, subject to increase but not decrease

     - Bonus target of 100% of base salary with a maximum annual of 200% of base
       salary subject to annual adjustment by the compensation and organization
       committee

     - 32,000 shares of restricted stock (vests at 50% per year) plus $299,105
       to reimburse him for his tax liability associated with the award

     - 800,000 nonqualified stock options which vest at 25% per year on the
       first four anniversary dates of the award

  DAHLEN AGREEMENT

     - Agreement term is from April 8, 2001 to April 7, 2006

     - Annual base salary of $500,000 subject to increase but not decrease

     - Bonus target of 75% of base salary with a maximum annual of 150% of base
       salary subject to annual adjustment by the compensation and organization
       committee

     - 25,000 shares of restricted stock (vests at 33% per year) plus
       $438,267.07 to reimburse him for his tax liability associated with the
       award

     - 300,000 nonqualified stock options which vest at 25% per year on the
       first four anniversary dates of the award

     - Key Executive Performance Award of two times base salary for each of the
       first three years of employment and a Thrift Award for the next two years
       subject to achievements of performance goals and vesting schedule

     - 200,000 Stock Equivalent Units which vest at 33?% per year on the first
       three anniversary dates subject to achievement of performance goals

                                        62


  MARQUARD AGREEMENT

     - Agreement term is from June 1, 1999 to May 31, 2004

     - Annual base salary of $400,000, subject to increase but not decrease

     - Bonus target of 65% of base salary with a maximum annual of 130% of base
       salary subject to annual adjustment by the compensation and organization
       committee

     - 20,000 shares of restricted stock (vests at 50% per year) plus $196,547
       to reimburse him for his tax liability associated with the award

     - 200,000 nonqualified stock options which vest at 25% per year on the
       first four anniversary dates of the award

  RIDER AGREEMENT

     - Agreement term is from January 18, 2000 to January 17, 2005

     - Annual base salary of $450,000, subject to increase but not decrease

     - Bonus target of 65% of base salary with a maximum annual of 130% of base
       salary subject to annual adjustment by the compensation and organization
       committee

     - 25,000 shares of restricted stock (vests at 50% per year) plus $379,082
       to reimburse him for his tax liability associated with the award

     - 350,000 nonqualified stock options which vest at 25% per year on the
       first four anniversary dates of the award

  CHANGE OF CONTROL EMPLOYMENT AGREEMENTS

     Since 1995, we have entered into change of control employment agreements
with our senior executives. The purpose of these agreements is to assure
objective judgment and to keep the loyalties of key executives if Fleming is
ever faced with a potential change of control by providing for a continuation of
salary, bonus, health and other benefits for a maximum period of three years. If
Mr. Dahlen, Mr. Marquard or Mr. Rider is terminated during the three years
following the change of control or in anticipation of the change of control for
other than cause, death, disability, or he terminates for good reason, then he
will receive a lump sum payment comprised of:

     - Base salary through the date of termination at the annual rate in effect
       on the date of termination or, if higher, at the highest annual rate paid
       or payable during the three out of the five years preceding the change of
       control date which yield the highest base salary (the "Highest Base
       Salary");

     - The pro-rated portion of his annual bonus or, if higher, an amount equal
       to the middle target level bonus payable, regardless of whether specified
       targets are met, under the company's incentive compensation plan
       applicable to the executive for his position on the date his employment
       is terminated (the "Highest Bonus");

     - The product obtained by multiplying 2.99 times the sum of the Highest
       Base Salary and the Highest Bonus; and

     - Any amounts previously deferred by the executive (plus any accrued
       interest thereon) and any accrued vacation pay.

     In addition, there are provisions for the "gross up" of certain payments to
cover certain taxes on these termination payments and for extension of
indemnification and insurance coverage for five years following the termination
date. For a period of 30 days following the first year after a change of
control, the executive can terminate his employment for any reason and receive
all the benefits of the agreement as if he had terminated for good reason.

                                        63


     If Mr. Hansen or Mr. Davis is terminated during the three years following
the change of control or in anticipation of the change of control for other than
cause, death, disability, or he terminates for good reason, then he will receive
a lump sum payment comprised of:

     - Base salary through the date of termination at the annual rate in effect
       on the date of termination or, if higher, at the highest annual rate paid
       or payable during the three out of the five years preceding the change of
       control date which yield the Highest Base Salary;

     - The product of his annual bonus for the last fiscal year or, if higher,
       his annual bonus for the last full fiscal year prior to the change of
       control and a fraction, the numerator of which is the number of days in
       the current fiscal year through the date of termination and the
       denominator of which is 365 (the "Recent Bonus");

     - The product obtained by multiplying 2.99 times the sum of the Highest
       Base Salary and Recent Bonus; and

     - Any amounts previously deferred by Mr. Davis (plus any accrued interest
       thereon) and any accrued vacation pay.

     In addition, there are provisions for the "gross up" of certain payments to
cover certain taxes on these termination payments and for extension of
indemnification and insurance coverage for five years following the termination
date. For a period of 30 days following the first year after a change of
control, the executive can terminate his employment for any reason and receive
all the benefits of the agreement as if he had terminated for good reason.

  OTHER CHANGE OF CONTROL ARRANGEMENTS

     SUPPLEMENTAL TRUSTS.  Fleming has two trust agreements to provide for the
payment of its obligations under the Change of Control Employment Agreements,
severance and employment agreements available to certain associates who are not
named executive officers, to former associates receiving benefits under the
company's former supplemental retirement income plan and to participants in the
Past Service Plan and the Executive Deferred Compensation Plan. These trusts
include provisions which require full funding in the event of a change of
control.

     KEY EXECUTIVE PERFORMANCE PLAN.  Fleming adopted the Key Executive
Performance Plan (formerly known as the Key Executive Retention Plan) to improve
earnings, encourage certain key executives to remain with the company, provide a
concrete linkage between performance, rewards and share value creation for the
company stockholders, and encourage team work. The performance plan is designed
to provide additional bonus opportunity if the executives remain in the employ
of the company for a required period of time and certain performance goals are
met. If the executive is involuntarily terminated without cause or for "good
reason" as defined in the change of control agreements after the occurrence of a
change of control, the executive will be fully vested in his benefit calculated
as if he remained in the continuous employ of the company for the entire
five-year award period based upon current base pay, and assuming that all
applicable targets have been met. The executive will be credited earnings for
the entire award period. Payment will be made in a single lump sum within 30
days following termination of employment. This amount will include a "gross up"
payment equal to the executive's liability for income, excise and employment
taxes attributable to the account.

     2001 CORPORATE OFFICER LONG-TERM INCENTIVE PLAN.  Benefits under the
Long-Term Incentive Plan are based in future company stock appreciation above
the fair market value of the company's stock as of a date of award. The
committee has discretion to provide that awards will be fully earned, vested and
exercisable upon the occurrence of a change of control, and the award agreements
provide for such acceleration to automatically occur.

     EXECUTIVE MEDICAL CONTINUATION SAVINGS PLAN.  The company's Executive
Medical Savings Plan is designed to provide a source of future funding for
post-termination medical insurance benefits under the Fleming Companies, Inc.
Executive Medical Continuation Plan for certain eligible executives. Upon

                                        64


termination of employment, the company will pay to the eligible executive a
monthly amount to assist the executive with the cost of the premium for such
healthcare coverage. The cost will be determined on a reasonable actuarial basis
and may be adjusted from time to time. Coverage will continue until the
executive and/or his spouse attain age 65 or the executive becomes employed by
another employer and is eligible for medical coverage from such employer.
Employment with a public sector employer, an educational institution or a
not-for-profit entity exempt from federal income taxation will not result in
loss of coverage under the plan. Upon a change of control and termination of
employment, the company will continue to assist the executive with the cost of
the premium to continue coverage for both the executive and his then current
spouse until age 65 under the Health Continuation Plan and the limitation on the
executive's subsequent employment and health care coverage is not applicable.

     RETENTION AGREEMENT.  The company has a Retention Agreement with Mr. Davis,
designed to encourage Mr. Davis to remain with the company. If Mr. Davis remains
continuously employed with the company through June 30, 2002 and the company's
earnings per share for the company's fiscal year ended 2001 exceeds the
company's earnings per share for the fiscal year 2000 by at least 5% (the
"Earnings Target"), then Mr. Davis will receive a bonus of two times his base
salary. Upon a change of control and a termination of employment, without cause
or for "good reason" as defined in Mr. Davis' change of control employment
agreement, Mr. Davis will be fully vested in his award as if he remained
continuously employed by the company through June 30, 2002 and the Earnings
Target was met.

     EXECUTIVE DEFERRED COMPENSATION PLAN.  Under the company's Executive
Deferred Compensation Plan, which supplements retirement benefits under the
Pension Plan, each participant will be fully vested in his benefit upon a change
of control. Benefits will be paid by the Executive Deferred Compensation Plan
immediately following termination of employment and no reduction will be made
for any early retirement adjustment factors.

     OTHER ARRANGEMENTS.  Provisions of Fleming's stock option and stock
incentive plans permit the committee administering the plan to provide in award
agreements for the acceleration of vesting upon a change of control. The vesting
of all stock options held by the named executive officers will accelerate upon a
change of control. All shares of restricted stock awarded to directors and the
named executive officers will become fully vested and nonforfeitable in the
event of a change of control.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     We have a loan program which provides full recourse loans to executive
officers in order to assist them in meeting their required stock ownership
levels. The loans bear interest at an annual rate of 7%, but such accrued
interest is forgiven so long as the executive remains employed by us. None of
the named executive officers participated in our loan program during 2001.
However, Mr. Rider participated in the loan program in 2000, obtaining a loan of
$150,153.94 from us to purchase shares of our common stock on March 3, 2000. As
of February 25, 2002, the entire amount of this loan remained outstanding.

                                        65


                     PRINCIPAL AND MANAGEMENT SHAREHOLDERS

     This table indicates how much of our common stock and stock equivalent
units were beneficially owned as of February 25, 2002 by the directors and each
of the named executive officers listed in the Summary Compensation Table who
retained his position as of February 25, 2002 and by beneficial owners of more
than 5% as of the dates indicated in the footnotes. Beneficial ownership of
directors and executive officers as a group (26 persons) represents 4.54% of the
total outstanding shares. No director or executive officer owns in excess of 1%
of the outstanding shares except for Mr. Hansen. As of February 25, 2002,
44,477,743 shares of our common stock were issued and outstanding.



                                      SHARES OF                              EXECUTIVE
                                     COMMON STOCK      DIRECTORS' STOCK   OFFICERS' STOCK
                                     BENEFICIALLY         EQUIVALENT         EQUIVALENT      PERCENT
NAME                                   OWNED(1)            UNITS(2)           UNITS(3)       OF CLASS
- ----                              ------------------   ----------------   ----------------   --------
                                                                                 
Mark S. Hansen(4)(5)............        775,999                 --            100,000          1.72%
Herbert M. Baum(5)(6)...........          6,250              1,631                 --            --
Archie R. Dykes(6)..............         14,980              5,314                 --            --
Kenneth M. Duberstein(5)........             --                 --                 --            --
Carol B. Hallett(5)(6)..........          8,439              5,389                 --            --
Robert S. Hamada(5).............          4,000                191                 --
Edward C. Joullian(6)(7)........         29,105             14,337                 --            --
Guy A. Osborn(5)(6)(7)..........         48,450              6,088                 --            --
Alice M. Peterson(6)............         13,750              2,250                 --            --
Thomas G. Dahlen(4)(5)..........        144,993                 --             66,000            --
E. Stephen Davis(4)(5)(6)(7)....        198,593                 --             66,000            --
William H. Marquard(4)..........        156,000                 --             50,000            --
Neal J. Rider(4)(7).............        289,217                 --             66,000            --
All directors and executive
  officers as a
  group(4)(5)(6)(7).............      2,093,927             35,200            918,000          4.54%
FMR Corp.(8)
  82 Devonshire Street
  Boston, Massachusetts 02109...      3,386,909                 --                 --          7.61%
Mellon Financial Corporation(9)
  One Mellon Center
  Pittsburgh, Pennsylvania
     15258......................      6,222,897                 --                 --         13.99%
Southeastern Asset Management,
  Inc.(10)
  6410 Poplar Avenue, Suite 900
  Memphis, Tennessee 38119......      5,150,200                 --                 --         11.58%


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

 (1) This column includes Fleming common stock held by directors and officers or
     by certain members of their families (for which the directors and executive
     officers have sole or shared voting or investment power), Fleming common
     stock which the officers have the right to acquire within 60 days of
     February 25, 2002 under Fleming's stock option and stock incentive plans
     and shares of Fleming restricted common stock, subject to forfeiture,
     awarded under Fleming's stock incentive plans.

 (2) These stock equivalent units are payable in cash only when a director
     ceases to be a member of the board.

                                        66


 (3) In November of 2001, Fleming converted the following stock equivalent units
     to stock options:

                                                   
    Hansen.............................................   200,000 stock equivalent units
    Dahlen.............................................   134,000 stock equivalent units
    Davis..............................................   134,000 stock equivalent units
    Marquard...........................................   100,000 stock equivalent units
    Rider..............................................   134,000 stock equivalent units

    

    All officers as a group (including those named above): 992,000 stock
    equivalent units converted into stock options

 (4) The amounts shown include shares which the following persons have the right
     to acquire within 60 days of February 25, 2002 under the company's stock
     option and stock incentive plans:

                                                            
    Hansen......................................................    699,999 shares
    Dahlen......................................................    142,000 shares
    Davis.......................................................    131,750 shares
    Marquard....................................................    112,500 shares*
    Rider.......................................................    242,000 shares

    

    All directors and officers as a group (including those named above):
    1,668,849

    *Includes 6,250 securities underlying options as to which Mr. Marquard can
     only exercise upon instructions from a third party for shares that Mr.
     Marquard will not benefically own upon exercise.

 (5) The following shares have been excluded from the share totals for
     individuals named in the table and all directors and officers as a group as
     they do not have voting or investment power with respect to such shares:

                                                 
    Hansen...........................................   300,000 shares of restricted stock
    Baum.............................................     3,500 shares of restricted stock
    Duberstein.......................................     3,500 shares of restricted stock
    Hallett..........................................     3,500 shares of restricted stock
    Hamada...........................................     3,500 shares of restricted stock
    Osborn...........................................     3,500 shares of restricted stock
    Dahlen...........................................    25,000 shares of restricted stock
    Davis............................................   100,000 shares of restricted stock

    

    All directors and officers as a group (including those named above): 501,666
    shares of restricted stock

 (6) The individuals and group named in the table have sole voting power with
     respect to the following shares of restricted stock:

                                                            
    Baum........................................................   5,250 shares
    Dykes.......................................................   8,750 shares
    Hallett.....................................................   5,250 shares
    Joullian....................................................   8,750 shares
    Osborn......................................................   5,250 shares
    Peterson....................................................   8,750 shares
    Davis.......................................................   8,000 shares

    

    All directors and officers as a group (including those named above): 54,800
    shares

                                        67


 (7) The individuals and group named in the table have shared voting and
     investment power with respect to the following shares of common stock:

                                                            
    Joullian....................................................   20,355 shares
    Osborn......................................................   25,000 shares
    Davis.......................................................    9,000 shares
    Rider.......................................................   20,000 shares

    

    All directors and officers as a group (including those named above): 110,611
    shares

 (8) In a Schedule 13G filed February 14, 2002, FMR Corp. disclosed that it held
     3,386,909 shares of Fleming common stock, had sole power to vote or direct
     the vote of none of the shares and had sole power to dispose of, or direct
     the disposition of, all shares.

 (9) In a Schedule 13G dated January 8, 2002, Mellon Financial Corporation
     disclosed that it held 6,222,897 shares of Fleming common stock and that it
     shared voting power with respect to 385,400 shares with The Boston Company,
     Inc. and The Boston Company Asset Management L.L.C. and shared dispositive
     power with respect to 9,700 shares with The Boston Company, Inc. In the
     same Schedule 13G, Mellon Financial Corporation disclosed that it had sole
     voting power with respect to 5,202,597 shares and sole dispositive power
     with respect to 6,196,622 shares.

(10) In a Schedule 13G dated February 12, 2002, Southeastern Asset Management,
     Inc. disclosed that it held 5,150,200 shares of Fleming common stock and
     that it shared voting and investment power with respect to 3,911,300 of the
     held shares with Longleaf Partners Small-Cap Fund. In the same Schedule
     13G, Southeastern Asset Management disclosed that it had sole power to vote
     622,900 shares, had sole power to dispose of 1,238,900 shares, and had no
     voting power with regard to 616,000 shares. The Schedule 13G identifies Mr.
     O. Mason Hawkins as Chairman of the Board and Chief Executive Officer of
     Southeastern Asset Management, but Mr. Hawkins does not claim any voting or
     dispositive power with regard to the shares of Fleming common stock held by
     Southeastern.

                       DESCRIPTION OF OTHER INDEBTEDNESS

SENIOR SECURED CREDIT FACILITY

     Our senior secured credit facility consists of a $600 million revolving
credit facility, with a final maturity of July 25, 2003, and an amortizing term
loan with a maturity of July 25, 2004. The term loan was originally $250 million
but has been paid down to $119 million at December 29, 2001. Up to $300 million
of the revolver may be used for issuing letters of credit. Borrowings and
letters of credit issued under this credit facility may be used for general
corporate purposes and are secured by a first priority security interest in our
accounts receivable and inventories and those of our subsidiaries, and in the
capital stock or other equity interests owned by us or our subsidiaries. In
addition, this credit facility is guaranteed by substantially all of our
subsidiaries. The stated interest rate on borrowings under our credit facility
is equal to a referenced index interest rate, normally the London interbank
offered interest rate, or LIBOR, plus a margin. The level of the margin is
dependent upon credit ratings on our senior secured bank debt.

     Our credit facility contains customary covenants associated with similar
facilities. Our credit facility currently contains the following more
significant financial covenants:

     - maintenance of a fixed charge coverage ratio of at least 1.7 to 1, based
       on adjusted earnings (as defined in the credit facility agreement) before
       interest, taxes, depreciation and amortization and net rent expense;

     - maintenance of a ratio of inventory-plus-accounts receivable to funded
       bank debt (including letters of credit) of at least 1.4 to 1;

                                        68


     - a limitation on restricted payments, including dividends, based on a
       formula tied to net earnings and equity issuances; and

     - a limitation on incurrence of indebtedness.

We are in compliance with all financial covenants under our credit facility.

     Our credit facility may be terminated in the event of a defined change of
control.

     At December 29, 2001, borrowings under the credit facility totaled $119
million in term loans and $200 million of revolver borrowings, and $53 million
of letters of credit had been issued. Letters of credit are needed primarily for
insurance reserves associated with our normal risk management activities. To the
extent that any of these letters of credit would be drawn, payments would be
financed by borrowings under our credit facility.

10-1/8% SENIOR NOTES DUE 2008

     Our $355 million of 10-1/8% senior notes due 2008 are general unsecured
obligations, equal in right of payment to all of our existing and future Senior
Indebtedness and are guaranteed on a senior unsecured basis by each guarantor of
the Notes. The indenture governing the Senior Notes contains various covenants,
including, without limitation, limitations on the incurrence of indebtedness,
the granting of certain liens, the making of certain dividends and investments
and the transfer and sale of certain assets.

10-1/2% SENIOR SUBORDINATED NOTES DUE 2004

     Our $250 million of 10-1/2% senior subordinated notes due 2004 are general
unsecured obligations, subordinated in right of payment to all of our existing
and future senior indebtedness and are guaranteed on a senior subordinated basis
by each of the same subsidiaries that guarantee the notes. These 10-1/2% senior
subordinated notes due 2004 are governed by an indenture and contain negative
covenants substantially similar to those that govern the notes.

5-1/4% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2009

     Our $150 million of 5-1/4% convertible senior subordinated notes due 2009
are general unsecured obligations, subordinated in right of payment to all of
our existing and future senior indebtedness and are guaranteed on a senior
subordinated basis by each guarantor of the notes.

                                        69


                              DESCRIPTION OF NOTES

     We issued the Series C notes, and will issue the exchange notes, under an
indenture dated October 15, 2001 (the "Indenture"), among Fleming, as issuer,
each of the Subsidiary Guarantors, as guarantors, and Manufacturers and Traders
Trust Company, as trustee (the "Trustee"). The form and terms of the exchange
notes are the same as the form and terms of the Series C notes except that:

     - the exchange notes will have been registered under the Securities Act of
       1933, as amended (the "Securities Act") and therefore will not bear
       restrictive legends restricting their transfer pursuant to the Securities
       Act; and

     - holders of exchange notes will not be entitled to rights of holders of
       the Series C notes under the registration rights agreement which
       terminate upon completion of the exchange offer.

     We issued the Series B notes under an indenture dated July 25, 1997 and
amended as of September 20, 2001, among us, each of the Subsidiary Guarantors
and Manufacturers and Traders Trust Company that is substantially similar in all
material respects with the Indenture. The form and terms of the exchange notes
are the same as the form and terms of the Series B notes in all material
respects.

     The following is a summary of the material provisions of the Indenture. It
does not include all of the provisions of the Indenture. We urge you to read the
Indenture because it defines your rights. The terms of the notes include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended. A copy of the Indenture may be obtained
from the Company. You can find definitions of certain capitalized terms used in
this description under "-- Certain Definitions." For purposes of this section,
references to the "Company" include only Fleming Companies, Inc. and not its
subsidiaries.

GENERAL

     Principal of, premium, if any, and interest on the notes and Additional
Interest, if any, is payable, and the notes are exchangeable and transferable,
at the office or agency of the Paying Agent maintained for such purposes (which
initially is the office of the Trustee maintained at One M&T Plaza, 7th Floor,
Corporate Trust Department, Buffalo, New York 14203); 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. The notes will
be issued only in fully registered form without coupons in denominations of
$1,000 and any integral multiple thereof. No service charge will be made for any
registration of transfer, exchange or redemption of notes or, except in certain
circumstances, for any tax or other governmental charge that may be imposed in
connection therewith.

MATURITY, INTEREST AND PRINCIPAL

     The notes will mature on July 31, 2007, and are unsecured senior
subordinated obligations of the Company. Additional Series D notes may be issued
under the Indenture from time to time, subject to the limitations set forth
under "-- Certain Covenants -- Limitation on Indebtedness." Any additional
Series D notes will be part of the same series as the exchange notes offered
hereby and will vote on all matters with the exchange notes offered in this
exchange offer. The notes will bear interest at an annual rate of 10-5/8% from
October 15, 2001 or from the most recent interest payment date to which interest
has been paid on the old notes, payable semiannually on January 31 and July 31
of each year, to the Person in whose name the notes were registered at the close
of business on January 15 or July 15 next preceding such interest payment date.
Interest is computed on the basis of a 360-day year comprised of twelve 30-day
months.

OPTIONAL REDEMPTION

     The notes may be redeemed at the option of the Company, in whole or in
part, at any time on or after July 31, 2002, 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

                                        70


period beginning on July 31 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):



YEAR
- ----
                                                           
2002........................................................  105.313%
2003........................................................  103.542%
2004........................................................  101.771%
2005 and thereafter.........................................  100.000%


SELECTION AND NOTICE

     In the event that less than all of the notes are to be redeemed at any
time, selection of the notes for redemption will be made by the Trustee on a pro
rata basis, by lot or by such other method as the 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 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.

SINKING FUND

     The notes are not entitled to the benefit of any sinking fund.

GUARANTEES

     Payment of the principal of, premium, if any, interest on and any
Additional Interest in respect of the notes, when and as the same become due and
payable (whether at Stated Maturity or on a redemption date, or pursuant to a
Change of Control Purchase Offer or an Asset Sale Offer, and whether by
declaration of acceleration, call for redemption, purchase or otherwise), is
guaranteed, jointly and severally, on a senior subordinated basis by all of the
Wholly Owned Restricted Subsidiaries of the Company (the "Subsidiary
Guarantors").

     Upon the sale or disposition (whether by merger, stock purchase, asset sale
or otherwise) of a Subsidiary Guarantor or all or substantially all of its
assets to an entity which is not a Subsidiary Guarantor (and a Restricted
Subsidiary) or the designation of a Restricted Subsidiary to become an
Unrestricted Subsidiary, which transaction is otherwise in compliance with the
Indenture (including, without limitation, the provisions of "-- Certain
Covenants -- Limitation on Sale of Assets" and "-- Limitation on Issuances and
Sales of Capital Stock of Subsidiaries"), such Subsidiary Guarantor will be
deemed released from its obligations under its Note Guarantee; provided,
however, that any such termination shall occur 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, any
Indebtedness of the Company or any other Restricted Subsidiary shall also
terminate upon such release, sale or transfer. In addition, any Subsidiary
Guarantor shall automatically be released from and relieved of its obligations
under its Note Guarantee upon the sale or transfer of the Capital Stock of such
Subsidiary Guarantor pursuant to or in lieu of foreclosure of any lien on the
Capital Stock of such Subsidiary Guarantor existing in favor of any holder of
Senior Indebtedness and, upon the request of any holder of Senior Indebtedness
(or of any purchaser or transferee pursuant to or in lieu of such foreclosure),
the Trustee shall execute any documents reasonably required to evidence the
release of such Subsidiary Guarantor.

                                        71


SUBORDINATION

     The payment (by set-off or otherwise) of principal of, premium, if any,
interest and Additional Interest, if any, on the notes (including with respect
to any repurchases of the notes) will be subordinated in right of payment, as
set forth in the Indenture, to the prior payment in full in cash or, at the
option of the holders of Senior Indebtedness, in Temporary Cash Investments, of
all obligations in respect of Senior Indebtedness, whether outstanding on the
date of the Indenture or thereafter incurred.

     Upon any distribution to creditors of the Company or any Subsidiary
Guarantor upon any total or partial liquidation, dissolution or winding up of
the Company or such Subsidiary Guarantor or in a bankruptcy, reorganization,
insolvency, receivership or similar proceeding relating to the Company or such
Subsidiary Guarantor or its property, whether voluntary or involuntary, an
assignment for the benefit of creditors or any marshalling of the Company's or
such Subsidiary Guarantor's assets and liabilities, the holders of Senior
Indebtedness of the Company or such Subsidiary Guarantor will be entitled to
receive payment in full in cash, or at the option of the holders of such Senior
Indebtedness, in Temporary Cash Investments, of all Obligations due or to become
due in respect of such Senior Indebtedness (including interest after the
commencement of any such proceeding at the rate specified in the applicable
Senior Indebtedness) before the holders of notes will be entitled to receive any
payment of any kind or character with respect to the notes, and until all
obligations with respect to such Senior Indebtedness are paid in full in cash,
or at the option of the holders of such Senior Indebtedness, in Temporary Cash
Investments, any distribution of any kind or character to which the holders of
notes would be entitled shall be made to the holders of such Senior Indebtedness
(except that holders of notes may receive Permitted Junior Securities and
payments made from the trust described under "-- Defeasance or Covenant
Defeasance of Indenture").

     Neither the Company nor any Subsidiary Guarantor shall make, directly or
indirectly, (x) any payment upon or in respect of the notes (except in Permitted
Junior Securities or from the trust described under "-- Defeasance or Covenant
Defeasance of Indenture") or (y) acquire any of the notes for cash or property
or otherwise or make any other distribution with respect to the notes if (i) any
default occurs and is continuing in the payment when due, whether at maturity,
upon any redemption, by declaration or otherwise, of any amount of any
Designated Senior Indebtedness (a "Payment Default") or (ii) any other default
occurs and is continuing with respect to Designated Senior Indebtedness (a
"Non-Payment Default") that permits holders of, or the trustee or agent on
behalf of the holders of, the Designated Senior Indebtedness as to which such
default relates to accelerate its maturity and the Trustee receives a notice of
such default (a "Payment Blockage Notice") from the trustee or agent on behalf
of holders of any Designated Senior Indebtedness. Payments on the notes may and
shall be resumed (a) in the case of a Payment Default, upon the date on which
such default is cured or waived and (b) in case of a Non-Payment Default, the
earlier of the date on which such Non-Payment Default is cured or waived or 179
days after the date on which the applicable Payment Blockage Notice is received,
unless a Payment Default has occurred and is continuing, including as a result
of the acceleration of the maturity of any Designated Senior Indebtedness. After
a Payment Blockage Notice is given for a Non-Payment Default, no new period of
payment blockage for a Non-Payment Default may be commenced unless and until (i)
360 days have elapsed since the effectiveness of the immediately prior Payment
Blockage Notice and (ii) all scheduled payments of principal, premium, if any,
and interest and Additional Interest, if any, on the notes that have come due
have been paid in full in cash. No Non-Payment Default that existed or was
continuing on the date of delivery of any Payment Blockage Notice to the Trustee
shall be, or be made, the basis for a subsequent Payment Blockage Notice unless
such Non-Payment Default shall have been cured or waived for a period of not
less than 90 days (it being acknowledged that any subsequent action, or any
breach of any financial covenants for a period commencing after the date of
delivery of any Payment Blockage Notice which, in either case, would give rise
to a default pursuant to any provision under which a default previously existed
or was continuing shall constitute a new default for this purpose). Each holder
by its acceptance of a note irrevocably agrees that if any payment or payments
shall be made pursuant to the Indenture by the Company or a Subsidiary Guarantor
and the amount or total amount of such payment or payments exceeds the amount,
if any, that such holder would be entitled to receive upon the proper
application of the subordination provisions of the Indenture, the payment of
such excess amount shall be deemed null and void, and the holder agrees that it
will be obligated to return the amount of the excess

                                        72


payment to the Trustee, as instructed in a written notice of such excess
payment, within ten days of receiving such notice.

     The Indenture further requires that the Company promptly notify holders of
Senior Indebtedness if payment of the notes is accelerated because of an Event
of Default.

     As a result of the subordination provisions described above, in the event
of a liquidation or insolvency, holders of notes may recover less ratably than
creditors of the Company or a Subsidiary Guarantor who are holders of Senior
Indebtedness. The principal amount of consolidated Senior Indebtedness
outstanding at December 29, 2001 was approximately $1.0 billion (excluding $53
million of obligations under undrawn letters of credit). In addition, at
December 29, 2001, the Company had outstanding Capital Lease Obligations of
approximately $353 million. At December 29, 2001, the Company also had
outstanding approximately $800 million of consolidated Pari Passu Indebtedness.
The Indenture limits through certain financial tests the amount of additional
Indebtedness, including Senior Indebtedness and Pari Passu Indebtedness, that
the Company and its Subsidiary Guarantors can incur. See "-- Certain
Covenants -- Limitation on Indebtedness."

     "Designated Senior Indebtedness" means (i) any Senior Indebtedness
outstanding under the Credit Agreement; (ii) any Senior Indebtedness in respect
of the Senior Notes; and (iii) any other Senior Indebtedness, the principal
amount of which is $50 million or more and that has been designated by the
Company as "Designated Senior Indebtedness."

     "Permitted Junior Securities" means Equity Interests in the Company or debt
securities that are subordinated to all Senior Indebtedness (and any debt
securities issued in exchange for Senior Indebtedness) to substantially the same
extent as, or to a greater extent than, the notes are subordinated to Senior
Indebtedness.

     "Senior Indebtedness" of the Company or any Subsidiary Guarantor means (i)
all Indebtedness of the Company or such Subsidiary Guarantor under the Credit
Agreement or any related loan documentation, including, without limitation,
obligations to pay principal and interest (including any interest accruing
subsequent to the filing of a petition of bankruptcy at the rate provided for in
the documentation with respect thereto, whether or not such interest is an
allowed claim under applicable law), premium, if any, reimbursement obligations
under letters of credit, fees, expenses and indemnities, and all obligations
under Interest Rate Agreements or Currency Agreements with respect thereto,
whether outstanding on the date of the Indenture or thereafter incurred, (ii)
the principal of, premium, if any, and interest (including any interest accruing
subsequent to the filing of a petition of bankruptcy at the rate provided for in
the documentation with respect thereto, whether or not such interest is an
allowed claim under applicable law) on, and all other Obligations with respect
to, any other Indebtedness of the Company or such Subsidiary Guarantor permitted
to be incurred by the Company or such Subsidiary Guarantor under the terms of
the Indenture (including, without limitation, the Senior Notes), whether
outstanding on the date of the Indenture or thereafter incurred, unless the
instrument under which such Indebtedness is incurred expressly provides that it
is on a parity with or subordinated in right of payment to the notes and (iii)
all Obligations of the Company or such Subsidiary Guarantor with respect to the
foregoing. Notwithstanding anything to the contrary in the foregoing, Senior
Indebtedness will not include (A) any liability for federal, state, local or
other taxes owed or owing by the Company or any Subsidiary Guarantor, (B) the
Existing Senior Subordinated Notes or the Convertible Senior Subordinated Notes,
(C) any Indebtedness of the Company or any Subsidiary Guarantor to any of its
Restricted Subsidiaries or other Affiliates, (D) any trade payables or (E) any
Indebtedness that is incurred in violation of the Indenture.

CERTAIN COVENANTS

     The Indenture contains the following covenants, among others:

     Limitation on Indebtedness.  The Company will not, and will not permit any
of its Restricted 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

                                        73


any Acquired Indebtedness) other than Permitted Indebtedness. Notwithstanding
the foregoing, the Company and the Subsidiary Guarantors may incur Indebtedness
if, at the time of such event (and after giving effect on a pro forma basis to
(i) the incurrence of such Indebtedness and (if applicable) the application of
the proceeds therefrom, including to refinance other Indebtedness; (ii) the
incurrence, repayment or retirement of any other Indebtedness by the Company or
its Restricted 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 Restricted
Subsidiaries, as the case may be, since the first day of such four-quarter
period as if such acquisition or disposition had 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
such pro forma adjustments as may be determined in accordance with GAAP and the
rules, regulations and guidelines of the Commission (including without
limitation Article 11 of Regulation S-X), would have been at least equal to 2.25
to 1.

     Limitation on Restricted Payments.  (a) The Company will not, and will not
permit any Restricted 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 or of any Restricted
     Subsidiary (other than dividends or distributions payable (x) solely in
     shares of Qualified Capital Stock of the Company or such Restricted
     Subsidiary or in options, warrants or other rights to purchase such
     Qualified Capital Stock or (y) by a Restricted Subsidiary to the Company or
     any Wholly Owned Restricted Subsidiary);

          (ii) purchase, redeem or otherwise acquire or retire for value,
     directly or indirectly, any Capital Stock of the Company or any Restricted
     Subsidiary or any options, warrants or other rights to acquire such Capital
     Stock held by any Person (other than the Company or any Wholly Owned
     Restricted Subsidiary of the Company);

          (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 Subordinated Indebtedness or Pari
     Passu Indebtedness of the Company or any Subsidiary Guarantor; or

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

(such payments described in clauses (i) through (iv) 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, (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"
and (3) such Restricted Payment, together with the aggregate of all other
Restricted Payments made by the Company and its Restricted Subsidiaries on or
after July 25, 1997, is less than the sum of (a) 50% of the aggregate cumulative
Consolidated Net Income of the Company for the period (taken as one accounting
period) from the first day of the quarter beginning after July 25, 1997 to the
end of the Company's most recently ended fiscal quarter for which financial
statements are available at the time of such Restricted Payment (or, if such
Consolidated Net Income for such period is a deficit, less 100% of such
deficit), plus (b) 100% of the aggregate net cash proceeds received by the
Company as capital contributions or from the issue or sale since July 25, 1997
of Equity Interests of the Company or of debt securities of the Company that
have been converted into such Equity Interests (other than Equity Interests (or
convertible debt securities) sold to a Restricted Subsidiary of the Company and
other than Redeemable Capital Stock or debt securities that have been converted
into Redeemable Capital Stock), plus (c) any cash received by the Company after
July 25, 1997 as a dividend or
                                        74


distribution from any of its Unrestricted Subsidiaries less the cost of
disposition and taxes, if any (but in each case excluding any such amounts
included in Consolidated Net Income); plus (d) $50 million.

     (b) Notwithstanding paragraph (a) above, the Company and its Restricted
Subsidiaries may take the following actions so long as (with respect to clauses
(ii), (iii), (iv) and (vi) below) at the time of and immediately after giving
effect thereto 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 Restricted Subsidiary) of shares of Capital Stock of
     the Company (other than Redeemable Capital Stock, unless the redemption
     provisions of such Redeemable Capital Stock prohibit the redemption thereof
     prior to the date on which the Capital Stock to be acquired or retired was,
     by its terms, required to be redeemed);

          (iii) the purchase, redemption, defeasance or other acquisition or
     retirement for value of any Pari Passu Indebtedness or 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 Restricted Subsidiary) of shares of Capital Stock of the
     Company (other than Redeemable Capital Stock, unless the redemption
     provisions of such Redeemable Capital Stock prohibit the redemption thereof
     prior to the Stated Maturity of the Subordinated Indebtedness to be
     acquired or retired);

          (iv) the purchase, redemption, defeasance or other acquisition or
     retirement for value of any Pari Passu Indebtedness or 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 Restricted Subsidiary) of, new Pari Passu Indebtedness or
     Subordinated Indebtedness of the Company so long as (A) the principal
     amount of such new Pari Passu Indebtedness or Subordinated Indebtedness
     does not exceed the principal amount (or, if such Pari Passu Indebtedness
     or 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 Pari Passu Indebtedness or 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 Pari Passu Indebtedness or
     Subordinated Indebtedness refinanced or the amount of any premium
     reasonably determined by the Company as necessary to accomplish such
     refinancing, plus the amount of reasonable expenses of the Company incurred
     in connection with such refinancing, (B) such new Pari Passu Indebtedness
     or Subordinated Indebtedness is pari passu or subordinated to the notes to
     the same extent as such Pari Passu Indebtedness or Subordinated
     Indebtedness so purchased, redeemed, defeased, acquired or retired and (C)
     such new Pari Passu Indebtedness or 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;

          (v) the payment of a dividend on the Company's Capital Stock (other
     than Redeemable Capital Stock) of up to $0.08 per quarter per share (or up
     to $0.32 per annum per share, provided that dividend payments may not be
     cumulated for more than four consecutive quarters); and

          (vi) the purchase, redemption or other acquisition or retirement for
     value of shares of Common Stock of the Company issued pursuant to
     non-qualified options granted under stock option plans of the Company, in
     order to pay withholding taxes due as a result of income recognized upon
     the exercise of such options; provided that (1) the Company is permitted,
     by the terms of such plans, to effect such purchase, redemption or other
     acquisition or retirement for value of such shares and (2) the aggregate
     consideration paid by the Company for such shares so purchased, redeemed or
     otherwise acquired or retired for value does not exceed $2 million during
     any fiscal year of the Company.

                                        75


     The actions described in clauses (ii), (iii), (v) and (vi) of this
paragraph (b) shall be Restricted Payments that shall be permitted to be taken
in accordance with this paragraph (b) but shall reduce the amount that would
otherwise be available for Restricted Payments under clause (3) of paragraph
(a).

     Limitation on Layering Indebtedness.  The Indenture provides that neither
the Company nor any of its Restricted Subsidiaries will incur, create, issue,
assume, guarantee or otherwise become liable for any Indebtedness that is
subordinate or junior in right of payment to any Senior Indebtedness of the
Company or such Restricted Subsidiary, as the case may be, and senior in any
respect in right of payment to the notes or such Restricted Subsidiary's Note
Guarantee.

     Limitation on Liens Securing Pari Passu Indebtedness or Subordinated
Indebtedness.  (a) The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist
any Lien (other than Permitted Liens) securing Pari Passu Indebtedness or
Subordinated Indebtedness of the Company on or with respect to any of its
property or assets, including any shares of stock or indebtedness of any
Restricted Subsidiary, whether owned at the date of the Indenture or thereafter
acquired, or any income, profits or proceeds therefrom, or assign or otherwise
convey any right to receive income thereon, unless (x) in the case of any Lien
securing Pari Passu Indebtedness of the Company, the notes are secured by a Lien
on such property, assets or proceeds that is senior in priority to or pari passu
with such Lien and (y) in the case of any Lien securing Subordinated
Indebtedness of the Company, the notes are secured by a Lien on such property,
assets or proceeds that is senior in priority to such Lien.

     (b) The Company will not permit any Restricted Subsidiary to, directly or
indirectly, create, incur, assume or suffer to exist any Lien (other than
Permitted Liens) securing Indebtedness of such Restricted Subsidiary that is
pari passu or subordinate in right of payment to the Note Guarantee of such
Restricted Subsidiary, on or with respect to any such Restricted Subsidiary's
properties or assets, including any shares of stock or Indebtedness of any
Subsidiary of such Restricted Subsidiary, whether owned at the date of the
Indenture or thereafter acquired, or any income, profits or proceeds therefrom,
or assign or otherwise convey any right to receive income thereon, unless (x) in
the case of any Lien securing Indebtedness of the Restricted Subsidiary that is
pari passu in right of payment to the Note Guarantee of such Restricted
Subsidiary, such Note Guarantee is secured by a Lien on such property, assets or
proceeds that is senior in priority to or pari passu with such Lien and (y) in
the case of any Lien securing Indebtedness of the Restricted Subsidiary that is
subordinate in right of payment to the Note Guarantee of such Restricted
Subsidiary, such Note Guarantee is secured by a Lien on such property, assets or
proceeds that is senior in priority to such Lien.

     Limitation on Transactions With Affiliates.  The Indenture provides that
the Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, make any payment to, or sell, lease, transfer or
otherwise dispose of any of its properties or assets to, or purchase any
property or assets from, or enter into or make or amend any contract, agreement,
understanding, loan, advance or guarantee with, or for the benefit of, any
Affiliate (other than the Company, a Wholly Owned Restricted Subsidiary or (in
connection with a Qualified TIPS Transaction) a Qualified Finance Subsidiary)
(each of the foregoing, an "Affiliate Transaction"), unless (i) such Affiliate
Transaction is on terms that are no less favorable to the Company or the
relevant Restricted Subsidiary than those that could have been obtained in a
comparable transaction with an unrelated Person and (ii) the Company delivers to
the Trustee (a) with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in excess of $5
million, an Officers' Certificate certifying that such Affiliate Transaction
complies with clause (i) above and that such Affiliate Transaction has been
approved by a majority of the Disinterested Directors and (b) with respect to
any Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of $10 million, both an Officers' Certificate
referred to in clause (a) and an opinion as to the fairness of such Affiliate
Transaction to the Company or the relevant Restricted Subsidiary from a
financial point of view issued by an investment banking firm of national
standing with total assets in excess of $1.0 billion; provided, however, that
this covenant shall not apply to fees, compensation and employee benefits,
including bonuses, retirement plans and stock options, paid to or established
for directors and officers of the Company or any Restricted Subsidiary in the
ordinary course of business and approved by a majority of the Disinterested
Directors.

                                        76


     Limitation on Dividend and Other Payment Restrictions Affecting
Subsidiaries.  The Indenture provides that the Company will not, and will not
permit any of its Restricted Subsidiaries to, directly or indirectly, create or
otherwise cause or suffer to exist or become effective any encumbrance or
restriction on the ability of any Restricted Subsidiary to (i)(a) pay dividends
or make any other distributions to the Company or any of its Restricted
Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest
or participation in, or measured by, its profits, or (b) pay any indebtedness
owed to the Company or any of its Restricted Subsidiaries, (ii) make loans or
advances to the Company or any of its Restricted Subsidiaries, (iii) transfer
any of its properties or assets to the Company or any of its Restricted
Subsidiaries, (iv) grant Liens in favor of holders of notes or (v) guarantee the
notes, except in each case for such encumbrances or restrictions existing under
or by reason of (a) Indebtedness of the Company or any Restricted Subsidiary
outstanding on the date of the Indenture, (b) the Credit Agreement as in effect
as of the date of the Indenture, and any amendments, modifications,
restatements, renewals, increase, supplements, refunding, replacements or
refinancings thereof, provided that such amendments, modifications,
restatements, renewals, increase, supplements, refundings, replacements or
refinancings are no more restrictive with respect to such dividend and other
payment restrictions than those contained in the Credit Agreement in effect on
the date of the Indenture, (c) the Indenture and the notes, (d) applicable law,
(e) any instrument governing Indebtedness or Capital Stock of a Person acquired
by the Company or any of its Restricted Subsidiaries as in effect at the time of
such acquisition (except to the extent such Indebtedness was incurred in
connection with or in contemplation of such acquisition), which encumbrance or
restriction is not applicable to any Person, or the property or assets of any
Person, other than the Person, or the property or assets of the Person, so
acquired, (f) by reason of customary non-assignment provisions in existing and
future leases entered into in the ordinary course of business and consistent
with past practices, (g) purchase money obligations for property acquired in the
ordinary course of business that impose restrictions of the nature described in
clause (iii) above on the property so acquired and (h) restrictions incurred by
the Company or any Restricted Subsidiary in connection with any Permitted
Receivables Financing.

     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 the extent not inconsistent with the Company's bylaws
as in effect on the date of the Indenture, to require the Company to 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 Indenture. 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 under the notes are triggered only upon
the occurrence of both a Change of Control and a Rating Decline.

     Upon the occurrence of a Change of Control Triggering Event and prior to
the mailing of the notice to holders provided for in the Indenture, the Company
covenants to either (x) repay in full all Indebtedness under the Credit
Agreement or 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 any
requisite consent under the Credit Agreement to permit the purchase of the notes
pursuant to a Change of Control Purchase Offer as provided for in the Indenture
or take any other action as may be required under the Credit Agreement to permit
such purchase. The Company shall first comply with such covenants before it
shall be required to purchase the notes pursuant to the Indenture.

     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 the Change of
Control Purchase Date, which 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

                                        77


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.

     If a Change of Control Triggering Event were to occur, we cannot assure you
that the Company would have sufficient funds to pay the Change of Control
Purchase Price for all the notes tendered by the holders. The Company's Credit
Agreement and indentures contain, and any future other agreements relating to
other indebtedness to which we become a party may contain, restrictions or
prohibitions on the Company's ability to repurchase notes or may provide that an
occurrence of a Change of Control constitutes an event of default under, or
otherwise requires payment of amounts borrowed under those agreements. If a
Change of Control Triggering Event occurs at a time when the Company is
prohibited from repurchasing the notes, we could seek the consent of our then
existing lenders and note holders to the repurchase of the notes or could
attempt to refinance the borrowings that contain the prohibition. If the Company
does not obtain such a consent or repay the borrowings, it would remain
prohibited from repurchasing the notes. In that case, failure to repurchase
tendered notes would constitute an Event of Default under the Indenture and may
constitute a default under the terms of other indebtedness that we may enter
into from time to time.

     Our bylaws contain a provision which limits the Company's ability to "adopt
or maintain a poison pill, shareholder rights plan, rights agreement or any
other form of 'poison pill' which is designed to or which has the effect of
making acquisitions of large holdings of the Corporation's shares of stock more
difficult or expensive . . . unless such a plan is first approved by a majority
shareholder vote" and prohibits the amendment, alteration, deletion or
modification of such bylaw by the Board of Directors without prior shareholder
approval. This bylaw provision raises a question as to whether the provisions of
the Indenture described above (the "Change of Control Provisions") constitute a
"poison pill," "shareholder rights plan, rights agreement or any other form of
'poison pill' (collectively, a "Poison Pill") within the meaning of this
provision. See "Risk Factors -- We may not have the ability to raise funds
necessary to finance the change of control offer required by the Indenture. In
addition, our bylaws may not permit us to make the change of control payment
even if we do have the funds." Although the matter is not free from doubt, the
Company believes that a court, properly presented with the facts, should
conclude that the Change of Control Provisions of the Indenture do not
constitute a Poison Pill within the meaning of the bylaw provision, and
accordingly are not inconsistent therewith. If the Change of Control Provisions
were found to be inconsistent with the bylaw provision, the Company would not be
able to make or consummate the Change of Control Purchase Offer or pay the
Change of Control Purchase Price when due.

     One of the events which constitutes a Change of Control under the Indenture
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 Indenture) to represent a specific quantitative test. As a consequence, in
the event holders of the notes elect 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.

     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 Purchase Offer.

     Limitation on Sale of Assets.  The Indenture provides that the Company will
not, and will not permit any of its Restricted Subsidiaries to, engage in an
Asset Sale unless the Company or such Restricted Subsidiary, as the case may be,
receives Permitted Consideration at the time of such Asset Sale at least equal
to the Fair Market Value (as evidenced by a resolution of the Board of Directors
set forth in an Officers' Certificate delivered to the Trustee) of the assets or
Equity Interests issued or sold or otherwise disposed of.

     Within 370 days after the receipt of any Net Proceeds from an Asset Sale,
the Company or such Restricted Subsidiary must apply such Net Proceeds (i) to
permanently reduce Senior Indebtedness of the Company or one or more Restricted
Subsidiaries (and to correspondingly reduce commitments with respect thereto),
(ii) to offer to repurchase and repurchase the Existing Senior Subordinated
Notes to the extent
                                        78


required by the indentures governing such Existing Senior Subordinated Notes, or
(iii) to make capital expenditures or acquire long-term assets used or useful in
its businesses or in businesses similar or related to the businesses of the
Company immediately prior to the date of the Indenture. Pending the final
application of any such Net Proceeds, the Company may temporarily reduce Senior
Indebtedness or otherwise invest such Net Proceeds in any manner that is not
prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not
applied or invested as provided in the first sentence of this paragraph will be
deemed to constitute "Excess Proceeds." When the aggregate amount of Excess
Proceeds exceeds $15 million, the Company will be required to make an offer to
all holders of notes and holders of other Pari Passu Indebtedness (other than
holders of the Existing Senior Subordinated Notes) containing provisions similar
to those set forth in the Indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the
maximum principal amount of notes that may be purchased out of the Excess
Proceeds (on a pro rata basis if the amount available for such repayment,
purchase or redemption is less than the aggregate amount of (x) the principal
amount of the notes tendered in such Asset Sale Offer and (y) the principal
amount of such Pari Passu Indebtedness tendered in such Asset Sale Offer), at an
offer price in cash in an amount equal to 100% of the principal amount thereof,
plus accrued and unpaid interest and Additional Interest, if any, thereon to the
date of purchase, in accordance with the procedures set forth in the Indenture.
The Company may use any remaining Excess Proceeds for general corporate purposes
(subject to the restrictions of the Indenture). Upon completion of such offer to
purchase, the amount of Excess Proceeds shall be reset at zero.

     Notwithstanding the foregoing provisions of the prior paragraph, the
Company and its Restricted Subsidiaries may sell or dispose of property, whether
in the form of assets or capital stock of a Restricted Subsidiary, in the
aggregate amount not exceeding $15 million in any year and any notes received by
the Company or its Restricted Subsidiaries as consideration in any disposition
made pursuant to such $15 million exclusion from the provisions of this covenant
shall not be taken into account in determining whether the $75 million
limitation set forth in the definition of "Permitted Consideration" has been
met.

     Limitation on Issuances and Sales of Capital Stock of Subsidiaries.  The
Indenture provides that the Company will not, and will not permit any of its
Restricted Subsidiaries to, transfer, convey, sell or otherwise dispose of any
Capital Stock of any Restricted Subsidiary of the Company to any Person (other
than the Company or a Wholly Owned Restricted Subsidiary of the Company), unless
(a) such transfer, conveyance, sale or other disposition is of all of the
Capital Stock of such Restricted Subsidiary owned by the Company and its
Restricted Subsidiaries and (b) such transaction is made in accordance with the
provisions of "-- Certain Covenants -- Limitation on Sale of Assets," provided
that 85% of the proceeds from such a sale of Capital Stock of any Restricted
Subsidiary that is a Significant Subsidiary shall consist of cash or Temporary
Cash Investments. Notwithstanding the foregoing or the provisions of any other
covenant, the Company or any Restricted Subsidiary may sell Qualified Capital
Stock of any Restricted Subsidiary in a Public Equity Offering, provided that
(i) 100% of the Net Proceeds from such Public Equity Offering shall be in cash
and shall be applied as provided in the provisions of "Certain
Covenants -- Limitation on Sale of Assets" and (ii) the Tangible Assets of such
Restricted Subsidiary do not exceed 10% of the Consolidated Tangible Assets of
the Company, determined as of the last day of the quarter ending immediately
before the commencement of such Public Equity Offering.

     Additional Guarantees.  If (x) the Company or any of its Restricted
Subsidiaries shall acquire or form a Restricted Subsidiary or (y) any existing
majority-owned Restricted Subsidiary shall, after the date of the Indenture,
guarantee any Pari Passu Indebtedness or Subordinated Indebtedness of the
Company or any Subsidiary Guarantor, the Company will cause any such Restricted
Subsidiary (other than an Investee Store or Joint Venture, provided that such
Investee Store or Joint Venture does not guarantee the Pari Passu Indebtedness
of any other Person) that is or becomes a Wholly Owned Restricted Subsidiary or
that guarantees any Pari Passu Indebtedness or Subordinated Indebtedness of the
Company or any Subsidiary Guarantor to (i) execute and deliver to the Trustee a
supplemental indenture in form and substance reasonably satisfactory to such
Trustee pursuant to which such Restricted Subsidiary shall guarantee all of the
obligations of the Company with respect to the notes issued under the Indenture
on a senior subordinated basis and (ii) deliver to such Trustee an Opinion of
Counsel reasonably satisfactory to such Trustee to the effect

                                        79


that a supplemental indenture has been duly executed and delivered by such
Restricted Subsidiary and is in compliance with the terms of the Indenture.

     Rule 144A Information Requirement.  The Company has agreed to furnish to
the holders or beneficial holders of notes and prospective purchasers of notes
designated by the holders of notes, upon their request, the information required
to be delivered pursuant to Rule 144A(d)(4) under the Securities Act until such
time as the Company either exchanges all of the notes for the exchange notes or
has registered all of the notes for resale under the Securities Act.

     Reports.  The Indenture provides that whether or not required by the rules
and regulations of the Commission, including the reporting requirements of
Section 13 or 15(d) of the Exchange Act, so long as any notes are outstanding,
the Company will furnish to the holders of notes (i) all quarterly and annual
financial information that would be required to be contained in a filing with
the Commission on Forms 10-Q and 10-K if the Company were required to file such
Forms, including a "Management's Discussion and Analysis of Financial Condition
and Results of Operations" that describes the financial condition and results of
operations of the Company and its Subsidiaries and, with respect to the annual
information only, a report on the consolidated financial statements required by
Form 10-K by the Company's independent certified public accountants and (ii) all
reports that would be required to be filed with the Commission on Form 8-K if
the Company were required to file such reports. In addition, whether or not
required by the rules and regulations of the Commission, the Company will file a
copy of all such information with the Commission for public availability (unless
the Commission will not accept such a filing) and make such information
available to investors or prospective investors who request it in writing.

     Payments for Consent.  The Indenture prevents the Company and any of its
Restricted Subsidiaries from, directly or indirectly, paying or causing to be
paid any consideration, whether by way of interest, fee or otherwise, to any
holder of any notes for or as an inducement to any consent, waiver or amendment
of any terms or provisions of the notes unless such consideration is offered to
be paid or agreed to be paid to all holders of the notes which so consent, waive
or agree to amend in the time frame set forth in solicitation documents relating
to such consent, waiver or agreement.

     Termination of Certain Covenants In Event of Investment Grade Rating.  In
the event that each of the Rating Categories assigned to the notes by the Rating
Agencies is Investment Grade, the provisions of "-- Limitation on Indebtedness,"
"-- Limitation on Restricted Payments," "-- Limitation on Issuances and Sales of
Capital Stock of Subsidiaries," "-- Limitation on Transactions With Affiliates"
and "-- Limitation on Sale of Assets" and the net worth requirement set forth in
clause (iii) of "-- Consolidation, Merger, Sale of Assets" shall cease to apply
to the Company and its Restricted Subsidiaries from and after the date on which
the second of the Rating Agencies notifies the Company of the assignment of such
Rating Category. Notwithstanding the foregoing, if the Rating Category assigned
by either Rating Agency to the notes should subsequently decline below
Investment Grade, the foregoing covenants and such maintenance of net worth
requirement shall be reinstituted as and from the date of such rating decline.

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 Restricted 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 Restricted
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

                                        80


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 Indenture, and the Indenture 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 Restricted Subsidiaries which becomes
an obligation of the Company or any of its Restricted 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 after giving effect to such transaction, except in
the case of a merger of the Company with or into a Wholly Owned Restricted
Subsidiary, the Company (or the Surviving Entity if the Company is not the
continuing obligor under the Indenture) will have a Consolidated Net Worth equal
to or greater than the Consolidated Net Worth of the Company immediately
preceding the transaction; (iv) 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; (v) each Subsidiary Guarantor, unless it is the other party
to the transactions described above, shall have confirmed, by supplemental
indenture to the Indenture, that its respective Note Guarantees with respect to
the notes shall apply to such Person's obligations under the Indenture and the
notes; (vi) if any of the property or assets of the Company or any of its
Restricted Subsidiaries would thereupon become subject to any Lien, the
provisions of "-- Certain Covenants -- Limitation on Liens Securing Pari Passu
Indebtedness or Subordinated Indebtedness" are complied with; and (vii) the
Company shall have delivered, or caused to be delivered, to the Trustee with
respect to the Indenture, in form and substance satisfactory to such Trustee, an
Officers' Certificate and an opinion of counsel, each to the effect that such
consolidation, merger, sale, assignment, conveyance, transfer, lease or other
transaction and the supplemental indenture in respect thereto, if required,
comply with the provisions in clauses (i) through (vii) 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 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.

EVENTS OF DEFAULT

     An Event of Default will occur under the Indenture if any of the following
events occurs:

          (i) there shall be a default in the payment of any interest on the
     notes 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 notes at its 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
     the 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 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 aggregate principal amount of the outstanding notes; (B) there
     shall be a default in the performance or breach of the provisions described
     in "-- Consolidation, Merger, Sale of Assets" or "-- Certain
     Covenants -- Limitation on Asset Sales"; or (C) the Company shall have
     failed to comply with the provisions of "-- Certain

                                        81


     Covenants -- Purchase of Notes Upon a Change of Control Triggering Event"
     for any reason, including the inconsistency of such covenant with the
     Company's bylaws as in effect on the date of the Indenture;

          (iv)(A) any default in the payment of the principal of any
     Indebtedness shall have occurred under any agreements, indentures or
     instruments under which the Company or any Restricted 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 Restricted
     Subsidiary, shall notify the Trustee of the intended sale or disposition of
     any assets of the Company or any Restricted 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
     Restricted 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 of any Significant Subsidiary individually or
     any other Subsidiaries if such Restricted Subsidiaries in the aggregate
     represent 15% or more of the assets of the Company and its Restricted
     Subsidiaries on a consolidated basis 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 Restricted 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 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 Restricted 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) there 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
                                        82


     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 the notes, the 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 Trustee and to the Company, may declare such notes due and payable
immediately. Upon such 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 the Indenture 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 Trustee, the holders of a
majority in aggregate principal amount outstanding of notes, by written notice
to the Company and such Trustee, may annul such declaration if (a) the Company
has paid or deposited with such Trustee a sum sufficient to pay (i) all sums
paid or advanced by such Trustee under the Indenture and the reasonable
compensation, expenses, disbursements, and advances of such Trustee, its agents
and counsel, (ii) all overdue interest on all of the notes, and (iii) to the
extent that payment of such interest is lawful, interest upon overdue interest
at the rate borne by the notes; 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.

     The holders of a majority in aggregate principal amount of the notes
outstanding may, on behalf of the holders of all of such notes, waive any past
defaults under the 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 the Indenture cannot be modified or amended without the
consent of the holder of each such outstanding note.

     The Company is also required to notify the Trustee within ten days of the
occurrence of any Default.

     The Trust Indenture Act contains limitations on the rights of the Trustee,
acting as trustee with respect to the notes, should it become a creditor of the
Company or any Subsidiary Guarantor, to obtain payment of claims in certain
cases or to realize on certain property received by it in respect of any such
claims, as security or otherwise. Such Trustee is permitted to engage in other
transactions, provided that if it acquires any conflicting interest, it must
eliminate such conflict upon the occurrence of an Event of Default or else
resign.

DEFEASANCE OR COVENANT DEFEASANCE OF INDENTURE

     The Company may, at its option and at any time, elect to have the
obligations of the Company and any Subsidiary Guarantor discharged with respect
to any notes issued under the Indenture ("defeasance"). Such defeasance means
that the Company shall be deemed to have paid and discharged all obligations
represented by such 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 the 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 note payments
held in trust, (iii) the rights, powers, trusts, duties and immunities of the
Trustee, and (iv) the defeasance provisions of the Indenture. 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
Indenture ("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 notes.

                                        83


     In order to exercise either defeasance or covenant defeasance with respect
to the notes under the Indenture (i) the Company must irrevocably deposit with
the Trustee, in trust, for the benefit of the holders of such notes, cash in
United States dollars, U.S. Government Obligations (as defined in the
Indenture), 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
notes outstanding 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 Trustee an irrevocable notice to redeem all of the outstanding notes on such
Defeasance Redemption Date; (ii) in the case of defeasance, the Company shall
have delivered to the Trustee an opinion of independent counsel in the United
States stating that (A) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (B) since the date of the
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; (iii) in the case of covenant defeasance, 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; (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 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; (vi) 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 of the
notes or any Subsidiary Guarantor over the other creditors of the Company or any
Subsidiary Guarantor or with the intent of defeating, hindering, delaying or
defrauding creditors of the Company, any Subsidiary Guarantor or others; and
(vii) the Company shall have delivered to the 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.

SATISFACTION AND DISCHARGE

     The Indenture shall cease to be of further effect (except for surviving
rights of registration of transfer or exchange of the notes issued thereunder,
as expressly provided for in the Indenture) as to all outstanding notes issued
thereunder when (i) either (A) all notes issued under the Indenture and
theretofore authenticated and delivered (except lost, stolen or destroyed notes
which have been replaced or paid and notes 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 Trustee for cancellation
or (B) all notes issued under the Indenture and not theretofore delivered to the
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 in respect of such notes, for principal of, premium and Additional
Interest, if any, and interest to the date of deposit; (ii) the Company or any
Subsidiary Guarantor has paid all other sums payable by the Company and any
Subsidiary Guarantor under the Indenture; and (iii) the Company has delivered to
the Trustee an Officers' Certificate and an opinion of counsel each stating that
all conditions precedent to the satisfaction and discharge of the Indenture, as
specified therein, 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 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.

                                        84


MODIFICATION AND AMENDMENTS

     Modifications and amendments of the Indenture may be made by the Company,
the Subsidiary Guarantors and the Trustee with the consent of the holders of a
majority in aggregate outstanding principal amount of the notes; provided,
however, that no such modification or amendment may, without the consent of the
holder of each outstanding note affected thereby (i) change the Stated Maturity
or 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 thereof, or change the coin or currency in which any note or
any premium or the interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment after the Stated Maturity thereof;
(ii) amend, change or modify the obligation of the Company to make and
consummate a Change of Control Purchase 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, the consent of whose holders is required for any modification or
amendment to the 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 required for such actions or to provide that
certain other provisions of the 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 the Indenture; or (vi) amend or modify any of the
provisions of the Indenture in any manner which subordinates the notes 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 Note Guarantee.

     The holders of a majority in aggregate principal amount of the notes
outstanding may waive compliance with certain restrictive covenants and
provisions of the Indenture.

CERTAIN DEFINITIONS

     "Acquired Indebtedness" means Indebtedness of a Person (i) existing at the
time such Person becomes a Restricted Subsidiary of the Company 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 Restricted Subsidiary of the Company 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.

     "Asset Sale" means (i) the sale, lease, conveyance or other disposition of
any assets (including, without limitation, by way of a sale and leaseback),
other than sales of inventory in the ordinary course of business consistent with
past practices (provided that the sale, lease, conveyance or other disposition
of all or substantially all of the assets of the Company and its Restricted
Subsidiaries taken as a whole will be governed by the provisions of the
Indenture described above under the caption "Certain Covenants -- Purchase of
Notes Upon a Change of Control Triggering Event" and/or the provisions described
above under the caption "Certain Covenants -- Consolidation, Merger or Sale of
Assets" and not by the provisions of "-- Certain Covenants -- Limitation on Sale
of Assets"), and (ii) the issue or sale by the Company or any of its Restricted
Subsidiaries of Equity Interests of any of the Company's Restricted
Subsidiaries, whether in a single transaction or a series of related
transactions, in either case, (a) that have a fair market value in excess of
$1.0 million or (b) for net proceeds in excess of $1.0 million. Notwithstanding
the foregoing, a transfer of assets by the Company to a Wholly Owned Restricted
Subsidiary or by a Wholly Owned Restricted Subsidiary to the Company or to
another Wholly Owned Restricted Subsidiary, or by a Restricted Subsidiary

                                        85


to any other Restricted Subsidiary in which the Company holds a larger
proportionate Equity Interest, will not be deemed to be an Asset Sale.

     "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.

     "Borrowing Base Amount" means, as to the Company, 90% of Net Property and
Equipment, determined on a consolidated basis in accordance with GAAP.

     "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 obligation of such
Person and its Subsidiaries on a Consolidated basis under any capital lease of
real or personal property which, in accordance with GAAP, has been recorded as a
capitalized lease obligation.

     "Capital Stock" of any Person means any and all shares, interest,
partnership interests, participations or other equivalents (however designated)
of such Person's capital stock whether now outstanding or issued after the date
of the Indenture, 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 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 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
                                        86


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 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.

     "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) Consolidated Net Income, plus, without duplication,
Consolidated Interest Expense, Consolidated Income Tax Expense, Consolidated
Non-Cash Charges and Excluded Non-Cash Charges (less the amount of all cash
payments made by the Company or any of its Restricted Subsidiaries during such
period to the extent such payments relate to Excluded Non-Cash Charges that were
added back in determining the sum contemplated by this clause (a) for such
period or any prior period; provided that this parenthetical shall not apply
with respect to each fiscal quarter in the four quarter period ended July 14,
2001) deducted in computing Consolidated Net Income, in each case, for such
period, of the Company and its Restricted Subsidiaries on a Consolidated basis,
all determined in accordance with GAAP to (b) Consolidated Interest Expense for
such period; provided that (i) in making such computation, the Consolidated
Interest Expense attributable to interest on any Indebtedness computed on a pro
forma basis and (A) bearing a floating interest rate shall be computed as if the
rate in effect on the date of computation 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 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 Restricted
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 Restricted
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 Restricted 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 Restricted Subsidiaries in each case under each of (A) through
(D) determined on a Consolidated basis in accordance with GAAP.

     "Consolidated Net Income" means, for any period, the Consolidated net
income (or loss) of the Company and its Restricted 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) up to $20 million of any charges taken with
respect to the "Premium Sales" litigation matters, which are

                                        87


described under (4) in Item 3 (Legal Proceedings) of the Company's Annual Report
on Form 10-K for fiscal year 1996 plus up to an additional $2,500,000 with
respect to fees and expenses of the Company's counsel in connection with such
litigation matters, (iii) Excluded Non-Cash Charges (less the amount of all cash
payments made by the Company or any of its Restricted Subsidiaries during such
period to the extent such payments relate to Excluded Non-Cash Charges that were
added back in determining the sum contemplated by clause (A) of the definition
of "Consolidated Fixed Charge Coverage Ratio"), (iv) the portion of net income
(or loss) of the Company and its Restricted Subsidiaries determined on a
Consolidated basis 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 Restricted Subsidiary; (v) net income (or loss) of any
Person combined with the Company or any Restricted Subsidiary on a "pooling of
interests" basis attributable to any period prior to the date of combination,
(vi) 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 (vii) the net income of any Restricted Subsidiary to the extent that the
declaration of dividends or similar distributions by that Restricted 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
Restricted Subsidiary or its shareholders.

     "Consolidated Net Sales" means, for any period, the consolidated net sales
of the Company and its Restricted Subsidiaries for such period, as determined in
accordance with GAAP.

     "Consolidated Net Worth" means, with respect to any Person as of any date,
the sum of (i) the consolidated equity of the common equity holders of such
Person and its Restricted Subsidiaries as of such date plus (ii) the respective
amounts reported on such Person's balance sheet as of such date with respect to
any series of preferred stock (other than Redeemable Capital Stock) that by its
terms is not entitled to the payment of dividends unless such dividends may be
declared and paid only out of net earnings in respect of the year of such
declaration and payment, but only to the extent of any cash received by such
Person upon issuance of such preferred stock, less (a) all write-ups (other than
write-ups resulting from foreign currency translations and write-ups of tangible
assets of a going concern business made within 12 months after the acquisition
of such business) subsequent to the date of the Indenture in the book value of
any asset owned by such Person or a consolidated Restricted Subsidiary of such
Person, (b) all investments as of such date in unconsolidated Restricted
Subsidiaries and in Persons that are not Subsidiaries (except, in each case,
Permitted Investments), and (c) all unamortized debt discount and expense and
unamortized deferred charges as of such date, all of the foregoing determined in
accordance with GAAP.

     "Consolidated Non-Cash Charges" means, for any period, the aggregate
depreciation, amortization and other non-cash charges of the Company and its
Restricted Subsidiaries for such period, as determined on a Consolidated basis
in accordance with GAAP (excluding any non-cash charges which require an accrual
or reserve for any future period and any Excluded Non-Cash Charges).

     "Consolidated Tangible Assets" means the total of all the assets appearing
on the Consolidated balance sheet of the Company and its majority-owned or
Wholly Owned Restricted Subsidiaries less (i) intangible assets including,
without limitation, items such as goodwill, trademarks, trade names, patents and
unamortized debt discount and (ii) appropriate adjustments on account of
minority interests of other persons holding stock in any majority-owned
Restricted Subsidiary of the Company.

     "Consolidated Total Assets" means, with respect to the Company, the total
of all assets appearing on the Consolidated balance sheet of the Company and its
majority-owned or Wholly Owned Restricted Subsidiaries, as determined on a
Consolidated basis in accordance with GAAP.

     "Convertible Senior Subordinated Notes" means the 5- 1/4% Convertible
Senior Subordinated Notes due 2009 of the Company.

     "Credit Agreement" means the credit agreement dated as of July 25, 1997
among the Company, the Banks, the Agents listed therein and The Chase Manhattan
Bank, as Administrative 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,

                                        88


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 Restricted 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.

     "Disinterested Director" means, with respect to any transaction or series
of transactions in respect of which the Board of Directors is required to
deliver a resolution of the Board of Directors under the Indenture, a member of
the Board of Directors who does not have any material direct or indirect
financial interest in or with respect to such transaction or series of
transactions.

     "Equity Interest" of any Person means any shares, interests, participations
or other equivalents (however designated) in such Person's equity, and shall in
any event include any Capital Stock issued by, or partnership or membership
interests in, such Person.

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

     "Excluded Non-Cash Charges" means all non-cash charges with respect to (A)
write-downs of the carrying value in the Company's financial statements of
certain retail and distribution facilities and related assets in connection with
the proposed or actual disposition of such facilities or discontinuance of
operations at such facilities or (B) other consolidation and restructuring of
facilities and operations.

     "Existing Senior Subordinated Notes" means (A) the 10- 1/2% Senior
Subordinated Notes due 2004 of the Company and (B) the 10- 5/8 Series B Senior
Subordinated Notes due 2007 of the Company.

     "Fair Market Value" means, with respect to any asset or property, a price
which could be negotiated in an arm's length transaction, for cash, between a
willing seller and a willing buyer, neither of whom is under undue pressure to
complete the transaction. Fair Market Value shall be determined by the Board of
Directors of the Company acting in good faith and shall be evidenced by a Board
Resolution.

     "Generally Accepted Accounting Principles" or "GAAP" means generally
accepted accounting principles in the United States, as in effect on July 25,
1997.

     "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, (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.

     "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

                                        89


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 (other than guarantees of preferred trust
securities or similar securities issued by a Qualified Finance Subsidiary),
(viii) all Redeemable Capital Stock valued at the greater of its voluntary or
involuntary maximum fixed repurchase price plus accrued and unpaid dividends,
(ix) Qualified Subordinated Indebtedness and (x) any amendment, supplement,
modification, deferral, renewal, extension, refunding or refinancing of any
liability of the types referred to in clauses (i) through (ix) above. For
purposes hereof, the "maximum fixed repurchase price" of any Redeemable Capital
Stock which does not have a fixed repurchase price shall be calculated in
accordance with terms of such Redeemable Capital Stock as if such Redeemable
Capital Stock were purchased on any date on which Indebtedness shall be required
to be determined pursuant to the Indenture, and if such price is based upon, or
measured by, the Fair Market Value of such Redeemable Capital Stock, such Fair
Market Value is to be determined in good faith by the Board of Directors of the
issuer of such Redeemable Capital Stock.

     "Interest Rate Agreements" means any interest rate protection agreements
and other types of interest rate hedging agreements (including, without
limitation, interest rate swaps, caps, floors, collars and similar agreements)
designed to protect against or manage exposure to fluctuations in interest rates
in respect of Indebtedness.

     "Investee Store" means a Person in which the Company or any of its
Restricted Subsidiaries has invested equity capital, to which it has made loans
or for which it has guaranteed loans, in accordance with the business practice
of the Company and its Restricted Subsidiaries of making equity investments in,
making loans to or guaranteeing loans made to Persons for the purpose of
assisting any such Person in acquiring, remodeling, refurbishing, expanding or
operating one or more retail grocery stores.

     "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 Restricted Subsidiaries), loan or other extension of credit (including
by way of guarantee) 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. The Company shall be deemed to make
an Investment in an amount equal to the greater of the book value (as determined
in accordance with GAAP) and Fair Market Value of the net assets of any
Restricted Subsidiary (or, if neither the Company nor any of its Restricted
Subsidiaries has theretofore made an Investment in such Restricted Subsidiary,
in an amount equal to the Investments being made) at the time such Restricted
Subsidiary is designated an Unrestricted Subsidiary, and any property
transferred to an Unrestricted Subsidiary from the Company or any Restricted
Subsidiary shall be deemed an Investment valued at the greater of its book value
(as determined in accordance with GAAP) and its Fair Market Value at the time of
such transfer.

     "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 such other Rating Agency.

     "Joint Venture" means any Person in which the Company or any of its
Restricted Subsidiaries owns 30% or more of the Voting Stock (other than as a
result of a Public Equity Offering).

                                        90


     "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 or on a redemption date or pursuant to a Change of Control
Purchase Offer or an Asset Sale Offer, and whether by declaration of
acceleration, call for redemption, purchase or otherwise.

     "Moody's" means Moody's Investors Service, Inc. or any successor rating
agency.

     "Net Proceeds" means the aggregate cash proceeds received by the Company or
any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of the direct costs
relating to such Asset Sale (including, without limitation, legal, accounting
and investment banking fees, and sales commissions), any relocation expenses
incurred as a result thereof, any taxes paid or payable by the Company or any of
its Restricted Subsidiaries as a result thereof (after taking into account any
available tax credits or deductions and any tax sharing arrangements), amounts
required to be applied to the repayment of Indebtedness secured by a Lien on the
assets or assets that were the subject of such Asset Sale and any reserve for
adjustment or indemnity in respect of the sale price of such asset or assets in
each case established in accordance with GAAP.

     "Net Property and Equipment" means, with respect to the Company, the
Consolidated property and equipment of the Company, net of accumulated
depreciation, determined in accordance with GAAP.

     "Non-Recourse Debt" means Indebtedness (i) as to which neither the Company
nor any of its Restricted Subsidiaries (a) provides credit support of any kind
(including any undertaking, agreement or instrument that would constitute
indebtedness), (b) is directly or indirectly liable (as a guarantor or
otherwise), or (c) constitutes the lender, (ii) no default with respect to which
(including any rights that the holders thereof may have to take enforcement
action against an Unrestricted Subsidiary) would permit (upon notice, lapse of
time or both) any holder of any other Indebtedness (other than the Series C
notes) of the Company or any of its Restricted Subsidiaries to declare a default
on such other Indebtedness or cause the payment thereof to be accelerated or
payable prior to its stated maturity and (iii) as to which the lenders have been
notified in writing that they will not have any recourse to the stock or assets
of the Company or any of its Restricted Subsidiaries.

     "Note Guarantee" means any guarantee by a Subsidiary Guarantor of the
Company's obligations under the Indenture.

     "Obligations" means any principal, premium, interest (including
post-petition interest), penalties, fees, indemnifications, reimbursements,
damages and other liabilities payable under the documentation governing any
Indebtedness.

     "Pari Passu Indebtedness" means (a) with respect to the notes, Indebtedness
which ranks pari passu in right of payment to the notes, and (b) with respect to
any Note Guarantee, Indebtedness which ranks pari passu in right of payment to
such Note Guarantee.

     "Permitted Consideration" means consideration consisting of any combination
of the following: (i) cash or Temporary Cash Investments, (ii) assets used or
intended for use in the Company's business as conducted on the date of the
Indenture, (iii) any liabilities (as shown on the Company's or such Restricted
Subsidiary's most recent balance sheet), of the Company or any Restricted
Subsidiary (other than contingent liabilities and liabilities that are by their
terms subordinated to the notes or any guarantee thereof) that are assumed by
the transferee of any such assets pursuant to a customary novation agreement
that releases the Company or such Restricted Subsidiary from further liability
and (iv) any securities, notes or other obligations received by the Company or
any such Restricted Subsidiary from such transferee that are immediately
converted by the Company or such Restricted Subsidiary into cash (to the extent
of the cash received); provided that the

                                        91


aggregate amount of such notes or other obligations received by the Company and
its Restricted Subsidiaries pursuant to (ii) through (iv) above after July 25,
1997 and held or carried at any date of determination shall not exceed $75
million.

     "Permitted Indebtedness" means any of the following Indebtedness of the
Company or any Restricted Subsidiary, as the case may be:

          (i) Indebtedness of the Company and guarantees of the Subsidiary
     Guarantors under the Credit Agreement in an aggregate principal amount at
     any one time outstanding not to exceed the greater of (x) $850 million less
     mandatory repayments actually made in respect of any term Indebtedness
     thereunder after the date of the Indenture (other than amounts refinanced
     as permitted under the definition of the Credit Agreement) or (y) the
     Borrowing Base Amount less mandatory repayments (other than amounts
     refinanced as permitted under the definition of the Credit Agreement)
     actually made in respect of any term Indebtedness thereunder after July 25,
     1997;

          (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 (x) of this
     definition of "Permitted Indebtedness" does not exceed the greater of (x)
     $850 million less mandatory repayments actually made in respect of any term
     Indebtedness under the Credit Agreement after the date of the Indenture
     (other than amounts refinanced as permitted under clause (xii) hereof) or
     (y) the Borrowing Base Amount less mandatory repayments actually made in
     respect of any term Indebtedness under the Credit Agreement after July 25,
     1997 (other than amounts refinanced as permitted under clause (xii)
     hereof);

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

          (iv) Indebtedness of the Company or any Restricted Subsidiary
     outstanding on the date of the Indenture;

          (v) obligations of the Company or any Restricted 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 rates in respect of Indebtedness or retailer notes receivables,
     which, if related to Indebtedness or such retailer notes receivables, 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 manage exposure to fluctuations 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;

          (vi) Indebtedness of the Company owing to a Wholly Owned Restricted
     Subsidiary or of any Restricted Subsidiary owing to the Company or any
     Wholly Owned Restricted Subsidiary; provided that any disposition, pledge
     or transfer of any such Indebtedness to a Person (other than the Company or
     another Wholly Owned Restricted Subsidiary) shall be deemed to be an
     incurrence of such Indebtedness by the Company or Restricted 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 ten business days of
     its incurrence;

          (ix) Indebtedness of the Company or any Restricted 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 evidenced by commercial paper issued
     by the Company; provided, however, that the aggregate principal amount of
     Indebtedness incurred pursuant to clauses (i),

                                        92


     (ii) and (x) of this definition of "Permitted Indebtedness" does not exceed
     the greater of (x) $850 million less mandatory repayments actually made in
     respect of any term Indebtedness under the Credit Agreement after the date
     of the Indenture (other than amounts refinanced as permitted under clause
     (xii) hereof) or (y) the Borrowing Base Amount less mandatory repayments
     actually made in respect of any term Indebtedness under the Credit
     Agreement after July 25, 1997 (other than amounts refinanced as permitted
     under clause (xii) hereof);

          (xi) 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 20%
     of the book value of the Transferred Receivables or in the case of
     receivables arising from direct financing leases, 30% of the book value
     thereof;

          (xii) any renewals, extensions, substitutions, refunding, refinancings
     or replacements (each, a "refinancing") of any Indebtedness described in
     clauses (ii), (iii), (iv) and (x) 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 reasonable expenses of
     the Company or any Subsidiary, as the case may be, incurred in connection
     with such refinancing, (B) in the case of any refinancing of Pari Passu
     Indebtedness or Subordinated Indebtedness, such new Indebtedness is made
     pari passu with or subordinated to the notes to the same extent as the
     Indebtedness being refinanced and (C) 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 Restricted
Subsidiary or any Investment in any Person by the Company or any Wholly Owned
Restricted Subsidiary as a result of which such Person becomes a Wholly Owned
Restricted Subsidiary or any Investment in the Company by a Wholly Owned
Restricted 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 and services 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 and real estate owned or leased by the Company and leased
to its customers in the ordinary course of business consistent with past
practice; (vi) Investments in Joint Ventures related to the Company's expansion
of its retail operations, not to exceed $50 million at any one time outstanding;
(vii) Investments in Investee Stores either in the form of equity, loans or
other extensions of credit; provided that any such Investment may only be made
if the amount thereof, when added to the aggregate outstanding amount of
Permitted Investments in Investee Stores (excluding for purposes of this clause
(vii) any Investments made pursuant to clause (v)), after giving effect to any
loan repayments or returns of capital in respect of any Permitted Investment in
Investee Stores, does not exceed 12.5% of Consolidated Total Assets at the time
of determination; (viii) Investments in a Qualified Finance Subsidiary in
connection with a Qualified TIPS Transaction; (ix) other Investments made since
July 25, 1997, in addition to those permitted under (i) through (viii) above, in
an aggregate amount not to exceed $10 million and (x) any substitutions or
replacements of any Investment so long as the aggregate amount of such
Investment is not increased by such substitution or replacement.

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

          (a) any Lien existing as of the date of the 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
                                        93


     (including, without limitation, statutory and common law landlord's liens)
     and contracts (other than contracts for the payment of money); (5) zoning
     restrictions, easements, licenses, reservations, title defects, rights of
     others for rights of way, utilities, sewers, electric lines, telephone or
     telegraph lines, and other similar purposes, provisions, covenants,
     conditions, waivers and restrictions on the use of property or minor
     irregularities of title (and, with respect to leasehold interests,
     mortgages, obligations, liens and other encumbrances incurred, created,
     assumed or permitted to exist and arising by, through or under a landlord
     or owner of the leased property, with or without consent of the lessee),
     none of which materially impairs the use of any parcel of property material
     to the operation of the business of the Company or any Restricted
     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, 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 Lien on any property or assets of a Restricted Subsidiary in
     favor of the Company or any Wholly Owned Restricted Subsidiary;

          (d) 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 Restricted Subsidiary; provided that
     such Lien does not extend to any assets of the Company or any Restricted
     Subsidiary other than the assets acquired in the transaction resulting in
     such Acquired Indebtedness being incurred by the Company or Restricted
     Subsidiary, as the case may be;

          (e) 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 Restricted
     Subsidiary;

          (f) 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;

          (g) any Lien securing the notes;

          (h) any Lien on an asset securing Indebtedness (including Capital
     Lease Obligations) 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 covers only such asset and attaches concurrently or within 180
     days after the acquisition or completion of construction thereof;

          (i) any Lien on real or personal property securing Capital Lease
     obligations of the Company or any Restricted Subsidiary as lessee with
     respect to such real or personal property to the extent such Indebtedness
     can be incurred pursuant to "Certain Covenants -- Limitation on
     Indebtedness" other than as Permitted Indebtedness;

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

          (k) any Lien consisting of any pledge to any Person of Indebtedness
     owed by any Restricted Subsidiary to the Company or to any Wholly Owned
     Restricted Subsidiary; provided, that (i) such Restricted Subsidiary is a
     Subsidiary Guarantor and (ii) the principal amount pledged does not exceed
     the Indebtedness secured by such pledge;

          (l) 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.

                                        94


     "Permitted Receivables Financing" means any transaction involving the
transfer (by way of sale, pledge or otherwise) by the Company or any of its
Restricted Subsidiaries of receivables to any other Person, provided that after
giving effect to such transaction the sum of (i) the aggregate uncollected
balances of the 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 million.

     "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.

     "Public Equity Offering" means a primary or secondary public offering of
equity securities of the Company or any Restricted Subsidiary of the Company, in
each case 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.

     "Qualified Finance Subsidiary" means a Subsidiary of the Company
constituting a "finance subsidiary," within the meaning of Rule 3a-5 under the
Investment Company Act of 1940, as amended, formed for the purpose of engaging
in a Qualified TIPS Transaction.

     "Qualified TIPS Transaction" means an issuance by a Qualified Finance
Subsidiary of preferred trust securities or similar securities in respect of
which any dividends, liquidation preference or other obligations under such
securities are guaranteed by the Company to the extent required by the
Investment Company Act of 1940, as amended, or customary transactions of such
type.

     "Qualified Subordinated Indebtedness" means Subordinated Indebtedness of
the Company to a Qualified Finance Subsidiary incurred in connection with a
Qualified TIPS Transaction.

     "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, and, in each case, any successors
thereto.

     "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,

                                        95


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.

     "Restricted Subsidiary" means any Subsidiary of the Company that is not (x)
an Unrestricted Subsidiary or (y) a Qualified Finance Subsidiary.

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

     "Senior Notes" means the 10- 1/8% Senior Notes, due April 1, 2008, of the
Company.

     "Significant Subsidiary" of the Company means any Subsidiary of the Company
that is a "significant subsidiary" as defined in Rule 1.02(w) of Regulation S-X
under the Securities Act.

     "S&P" means Standard & Poor's Ratings Group, a division of McGraw Hill
Inc., a New York corporation, or any successor rating agency.

     "Stated Maturity" when used with respect to any Indebtedness or any
installment of interest thereon means the dates specified in such Indebtedness
as the fixed date on which the principal of or premiums on such Indebtedness or
such installment of interest is due and payable.

     "Subordinated Indebtedness" means Indebtedness of the Company subordinated
in right of payment to the notes.

     "Subsidiary" means any Person a majority of the equity ownership or the
Voting Stock of which is at the time owned, directly or indirectly, by the
Company or by one or more other Restricted Subsidiaries, or by the Company and
one or more other Restricted Subsidiaries.

     "Subsidiary Guarantor" means, in each case as applicable, each Wholly Owned
Restricted Subsidiary of the Company and each such subsidiary's Wholly Owned
Restricted Subsidiaries as of the date of the Indenture and any Wholly Owned
Restricted Subsidiary that is required pursuant to the "Additional Guarantees"
covenant, on or after the date of the Indenture, to execute a Note Guarantee
pursuant to the Indenture until a successor replaces any such party pursuant to
the applicable provisions of the Indenture and, thereafter, shall mean such
successor.

     "Tangible Assets" means the total of all the assets appearing on the
Consolidated balance sheet of a majority-owned or Wholly Owned Restricted
Subsidiary of the Company less the following: (1) intangible assets including,
without limitation, items such as goodwill, trademarks, trade names, patents and
unamortized debt discount and expense; and (2) appropriate adjustments on
account of minority interests of other Persons holding stock in any such
majority-owned Restricted Subsidiary of the Company.

     "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 million, 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 Restricted
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 million; (v) short term tax-exempt bonds with a
rating, at the time as of which any investment is made therein, of "Aa3" (or
higher) according to Moody's or "AA-" (or higher)
                                        96


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 (i) through (v); and (vii) repurchase and reverse
repurchase obligations with the term of not more than seven days for underlying
securities of the types described in clauses (i) and (ii) entered into with any
financial institution meeting the qualifications specified in clause (ii);
provided that in the case of clauses (i), (ii), (iii) and (v), such investment
matures within one year from the date of acquisition thereof.

     "Transferred Receivables" has the meaning specified in the definition of
"Permitted Receivables Financing" set forth herein.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended.

     "Unrestricted Subsidiary" means any Subsidiary that is designated by the
Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution,
but only to the extent that such Subsidiary (i) has no Indebtedness other than
Non-Recourse Debt; (ii) is not party to any agreement, contract, arrangement or
understanding with the Company or any of its Restricted Subsidiaries unless the
terms of any such agreement, contract, arrangement or understanding are no less
favorable to the Company or such Restricted Subsidiary than those that might be
obtained at the time from Persons who are not Affiliates of the Company; (iii)
is a Person with respect to which neither the Company nor any of its Restricted
Subsidiaries has any direct or indirect obligation (a) to subscribe for
additional Equity Interests or (b) to maintain or preserve such Person's
financial condition or to cause such Person to achieve any specified levels of
operating results; (iv) has not guaranteed or otherwise directly or indirectly
provided credit support for any Indebtedness of the Company or any of its
Restricted Subsidiaries; (v) has at least one member of its board of directors
who is not a director or executive officer of the Company or any of its
Restricted Subsidiaries and has at least one executive officer who is not a
director or executive officer of the Company or any of its Restricted
Subsidiaries; and (vi) does not directly or through any of its Subsidiaries own
any Capital Stock of, or own or hold any Lien on any property of, the Company or
any of its Restricted Subsidiaries. Any such designation by the Board of
Directors shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the Board Resolution giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
foregoing conditions and was permitted by the covenant described above under the
caption "Certain Covenants -- Limitations on Restricted Payments." If, at any
time, any Unrestricted Subsidiary would fail to meet the foregoing requirements
as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary
shall be deemed to be incurred by a Restricted Subsidiary of the Company as of
such date (and, if such Indebtedness is not permitted to be incurred as of such
date under the covenant described under the caption "Certain
Covenants -- Limitations on Indebtedness," the Company shall be in default of
such covenant). The Board of Directors may at any time designate any
Unrestricted Subsidiary to be a Restricted Subsidiary, provided that such
designation shall be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation shall only be permitted if (i) such Indebtedness
is permitted under the covenant described under the caption "Certain
Covenants -- Limitation on Indebtedness" and (ii) no Default or Event of Default
would be in existence following such designation.

     "Voting Stock" means stock or securities 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 Restricted Subsidiary" means a Restricted Subsidiary all the
Capital Stock (other than directors, qualifying shares) of which is owned by the
Company or another Wholly Owned Restricted Subsidiary.

                                        97


                         BOOK-ENTRY; DELIVERY AND FORM

     We will issue the exchange notes in the form of a Global Note. The Global
Note will be deposited with, or on behalf of, the clearing agency registered
under the Exchange Act that is designated to act as depositary for the notes and
registered in the name of the depositary or its nominee. The DTC will be the
initial depositary.

     Except as set forth below, a Global Note may be transferred, in whole or in
part, only to another nominee of DTC or to a successor of DTC or its nominee.

     DTC has advised us that DTC is:

     - a limited-purpose trust company organized under the laws of the State of
       New York;

     - a member of the Federal Reserve System;

     - a "clearing corporation" within the meaning of the New York Uniform
       Commercial Code; and

     - a "clearing agency" registered pursuant to the provisions of Section 17A
       of the Exchange Act.

     DTC was created to hold securities of institutions that have accounts with
DTC and to facilitate the clearance and settlement of securities transactions
among its participants in securities through electronic book-entry changes in
accounts of the participants, thereby eliminating the need for physical movement
of securities certificates. DTC's participants include:

     - securities brokers and dealers;

     - banks;

     - trust companies;

     - clearing corporations; and

     - certain other organizations.

     Access to DTC's book-entry system is also available to others such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, whether directly or indirectly.

     We expect that pursuant to the procedures established by DTC (1) upon the
issuance of a Global Note, DTC will credit, on its book-entry registration and
transfer system, the respective principal amount of the individual beneficial
interests represented by the Global Note to the accounts of participants and (2)
ownership of beneficial interests in a Global Note will be shown on, and the
transfer of those ownership interests will be effected only through, records
maintained by DTC (with respect to participants' interests) and the participants
(with respect to the owners of beneficial interests in the Global Note other
than participants). The accounts to be credited will be designated by the
initial purchasers of the beneficial interests. Ownership of beneficial
interests in a Global Note is limited to participants or persons that may hold
interests through participants.

     So long as DTC or its nominee is the registered holder and owner of a
Global Note, DTC or its nominee, as the case may be, will be considered the sole
legal owner of the notes represented by the Global Note for all purposes under
the indenture and the notes. Except as set forth below, owners of beneficial
interests in a Global Note will not be entitled to receive definitive notes and
will not be considered to be the owners or holders of any notes under the Global
Note. We understand that under existing industry practice, in the event an owner
of a beneficial interest in a Global Note desires to take any action that DTC,
as the holder of the Global Note, is entitled to take, DTC would authorize the
participants to take the action, and that participants would authorize
beneficial owners owning through the participants to take the action or would
otherwise act upon the instructions of beneficial owners owning through them. No
beneficial owner of an interest in a Global Note will be able to transfer the
interest except in accordance with DTC's applicable procedures, in addition to
those provided for under the indenture and, if applicable, those of Euroclear
and Clearstream Banking.

                                        98


     We will make payments of the principal of, and interest on, the notes
represented by a Global Note registered in the name of and held by DTC or its
nominee to DTC or its nominee, as the case may be, as the registered owner and
holder of the Global Note.

     We expect that DTC or its nominee, upon receipt of any payment of principal
or interest in respect of a Global Note, will credit participants' accounts with
payments in amounts proportionate to their respective beneficial interests in
the principal amount of the Global Note as shown on the records of DTC or its
nominee. We also expect that payments by participants and indirect participants
to owners of beneficial interests in a Global Note held through such
participants will be governed by standing instructions and customary practices,
as is now the case with securities held for accounts of customers registered in
the names of nominees for these customers. The payments, however, will be the
responsibility of the participants and indirect participants, and neither we,
the Trustee nor any paying agent will have any responsibility or liability for:

     - any aspect of the records relating to, or payments made on account of,
       beneficial ownership interests in a Global Note;

     - maintaining, supervising or reviewing any records relating to the
       beneficial ownership interests;

     - any other aspect of the relationship between DTC and its participants; or

     - the relationship between the participants and indirect participants and
       the owners of beneficial interests in a Global Note.

     Unless and until it is exchanged in whole or in part for definitive notes,
a Global Note may not be transferred except as a whole by DTC to a nominee of
DTC or by a nominee of DTC to DTC or another nominee of DTC.

     Participants in DTC will effect transfers with other participants in the
ordinary way in accordance with DTC rules and will settle transfers in same-day
funds. Participants in Euroclear and Clearstream Banking will effect transfers
with other participants in the ordinary way in accordance with the rules and
operating procedures of Euroclear and Clearstream Banking, as applicable. If a
holder requires physical delivery of a definitive note for any reason, including
to sell notes to persons in jurisdictions which require physical delivery or to
pledge notes, the holder must transfer its interest in a Global Note in
accordance with the normal procedures of DTC and the procedures set forth in the
indenture.

     Cross-market transfers between DTC, on the one hand, and directly or
indirectly through Euroclear or Clearstream Banking participants, on the other,
will be effected in DTC in accordance with DTC rules on behalf of Euroclear or
Clearstream Banking, as the case may be, by its respective depositary; however,
these cross-market transactions will require delivery of instructions to
Euroclear or Clearstream Banking, as the case may be, by the counterparty in the
system in accordance with its rules and procedures and within its established
deadlines (Brussels time). Euroclear or Clearstream Banking, as the case may be,
will, if the transaction meets its settlement requirements, deliver instructions
to its respective depositary to take action to effect final settlement on its
behalf by delivering or receiving interests in a Global Note in DTC, and making
or receiving payment in accordance with normal procedures for same-day funds
settlement applicable to DTC. Euroclear participants and Clearstream Banking
participants may not deliver instructions directly to the depositories for
Euroclear or Clearstream Banking.

     Because of time zone differences, the securities account of a Euroclear or
Clearstream Banking participant purchasing an interest in a Global Note from a
DTC participant will be credited during the securities settlement processing day
(which must be a business day for Euroclear or Clearstream Banking, as the case
may be) immediately following the DTC settlement date, and the credit of any
transactions interests in a Global Note settled during the processing day will
be reported to the relevant Euroclear or Clearstream Banking participant on that
day. Cash received in Euroclear or Clearstream Banking as a result of sales of
interests in a Global Note by or through a Euroclear or Clearstream Banking
participant to a DTC participant will be received with value on the DTC
settlement date, but will be available in the relevant Euroclear or Clearstream
Banking cash account only as of the business day following settlement in DTC.

                                        99


     We expect that DTC will take any action permitted to be taken by a holder
of notes (including the presentation of notes for exchange as described below)
only at the direction of one or more participants to whose accounts at the DTC
interests in a Global Note are credited and only in respect of the portion of
the aggregate principal amount of the notes as to which the participant or
participants has or have given direction. However, if there is an event of
default under the notes, DTC will exchange the Global notes for definitive
notes, which it will distribute to its participants. These definitive notes are
subject to certain restrictions on registration of transfers and will bear
appropriate legends restricting their transfer. Although we expect that DTC,
Euroclear and Clearstream Banking will agree to the foregoing procedures in
order to facilitate transfers of interests in Global Notes among participants of
DTC, Euroclear, and Clearstream Banking, DTC, Euroclear and Clearstream Banking
are under no obligation to perform or continue to perform these procedures, and
these procedures may be discontinued at any time. Neither we nor the trustee
have any responsibility for the performance by DTC, Euroclear or Clearstream
Banking or their participants or indirect participants of their obligations
under the rules and procedures governing their operations.

     If DTC is at any time unwilling or unable to continue as a depositary for
Global Notes or ceases to be a clearing agency registered under the Securities
Exchange Act and we do not appoint a successor depositary within 90 days, we
will issue definitive notes in exchange for the Global Notes. The definitive
notes will be subject to certain restrictions on registration of transfers and
will bear appropriate legends concerning these restrictions.

                              PLAN OF DISTRIBUTION

     Each broker-dealer that receives exchange notes for its own account
pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of the exchange notes. Broker-dealers
may use this prospectus, as it may be amended or supplemented from time to time,
in connection with the resale of exchange notes received in exchange for old
notes where the broker-dealer acquired the old notes as a result of
market-making activities or other trading activities. We have agreed that for a
period of up to 180 days after the date that this registration statement is
declared effective by the SEC, we will make this prospectus, as amended or
supplemented, available to any broker-dealer that requests it in the letter of
transmittal for use in connection with any such resale.

     We will not receive any proceeds from any sale of exchange notes by
broker-dealers or any other persons. Broker-dealers may sell exchange notes
received by broker-dealers for their own account pursuant to the exchange offer
from time to time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the exchange notes or
a combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to the prevailing market prices or negotiated
prices. Broker-dealers may resell exchange notes directly to purchasers or to or
through brokers or dealers who may receive compensation in the form of
commissions or concessions from any broker-dealer and/or the purchasers of the
exchange notes. Any broker-dealer that resells exchange notes that were received
by it for its own account pursuant to the exchange offer and any broker or
dealer that participates in a distribution of the exchange notes may be deemed
to be "underwriters" within the meaning of the Securities Act and any profit on
any resale of exchange notes and any commissions or concessions received by any
such persons may be deemed to be underwriting compensation under the Securities
Act. The letter of transmittal states that by acknowledging that it will deliver
and by delivering a prospectus, a broker-dealer will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.

     We have agreed to pay all expenses incident to our performance of, or
compliance with, the registration rights agreement and will indemnify you
against liabilities under the Securities Act.

     By its acceptance of the exchange offer, any broker-dealer that receives
exchange notes pursuant to the exchange offer agrees to notify us before using
the prospectus in connection with the sale or transfer of exchange notes. The
broker-dealer further acknowledges and agrees that, upon receipt of notice from
us of the happening of any event which makes any statement in the prospectus
untrue in any material respect or which requires the making of any changes in
the prospectus to make the statements in the prospectus not misleading or which
may impose upon us disclosure obligations that my have a material adverse effect
on us, which notice
                                       100


we agree to deliver promptly to the broker-dealer, the broker-dealer will
suspend use of the prospectus until we have notified the broker-dealer that
delivery of the prospectus may resume and have furnished copies of any amendment
or supplement to the prospectus to the broker-dealer.

            MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

     The following is a summary of material United States federal income and
estate tax considerations relating to the exchange of the old notes for the
exchange notes in this exchange offer and relevant to the ownership and
disposition of the exchange notes by holders thereof, but does not purport to be
a complete analysis of all the potential tax considerations relating thereto.
This summary is based upon the provisions of the Internal Revenue Code of 1986,
as amended, Treasury Regulations promulgated under the Internal Revenue Code,
administrative rulings and judicial decisions as of the date hereof. These
authorities may be changed, perhaps retroactively, so as to result in United
States federal income and estate tax consequences different from those set forth
below. We have not sought any ruling from the Internal Revenue Service or an
opinion of counsel with respect to the statements made and the conclusions
reached in the following summary, and there can be no assurance that the
Internal Revenue Service will agree with such statements and conclusions.

     This summary assumes that the notes are held as capital assets. This
summary also does not address the tax considerations arising under the laws of
any foreign, state or local jurisdiction. In addition, this discussion does not
address all tax considerations that may be applicable to holders' particular
circumstances or to holders that may be subject to special tax rules, including,
without limitation:

     - holders subject to the alternative minimum tax;

     - banks, insurance companies, or other financial institutions;

     - tax-exempt organizations;

     - dealers in securities or commodities;

     - traders in securities that elect to use a mark-to-market method of
       accounting for their securities holdings;

     - holders whose "functional currency" is not the United States dollar;

     - persons that will hold the notes as a position in a hedging transaction,
       "straddle", "conversion transaction" or other risk reduction transaction;
       or

     - persons deemed to sell the notes under the constructive sale provisions
       of the Internal Revenue Code.

     If a partnership holds notes, the tax treatment of a partner in the
partnership will generally depend upon the status of the partner and the
activities of the partnership. If you are a partner of a partnership holding our
notes, you should consult your tax advisor regarding the tax consequences of the
ownership and disposition of the notes.

     THIS SUMMARY OF CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS IS FOR
GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. YOU ARE URGED TO CONSULT YOUR
TAX ADVISOR WITH RESPECT TO THE APPLICATION OF UNITED STATES FEDERAL INCOME TAX
LAWS TO YOUR PARTICULAR SITUATION AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER
THE UNITED STATES FEDERAL ESTATE OR GIFT TAX RULES OR UNDER THE LAWS OF ANY
STATE, LOCAL, FOREIGN OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX
TREATY.

THE EXCHANGE

     The exchange of the old notes for the exchange notes will not be treated as
an "exchange" for federal income tax purposes, because the exchange notes will
not be considered to differ materially in kind or extent from the old notes.
Accordingly, the exchange of old notes for exchange notes will not be a taxable
event to
                                       101


holders for federal income tax purposes. Moreover, the exchange notes will have
the same tax attributes as the old notes for which they were exchanged and the
same tax consequences to holders as the old notes for which they were exchanged
have to holders, including, without limitation, the same issue price, adjusted
tax basis and holding period. Therefore, references to "notes" apply equally to
the exchange notes and the old notes.

CONSEQUENCES TO U.S. HOLDERS

     The following is a summary of the United States federal tax consequences
that will apply to you if you are a U.S. Holder of the notes. Certain
consequences to "non-U.S. Holders" of the notes are described under
"-- Consequences to Non-U.S. Holders" below. "U.S. Holder" means a beneficial
owner of a note that is:

     - a citizen or resident of the United States, as determined for federal
       income tax purposes;

     - a corporation or partnership created or organized in or under the laws of
       the United States or any political subdivision of the United States;

     - an estate the income of which is subject to United States federal income
       taxation regardless of its source; or

     - a trust that (1) is subject to the supervision of a court within the
       United States and the control of one or more United States persons or (2)
       has a valid election in effect under applicable Treasury Regulations to
       be treated as a United States person.

  PAYMENTS OF INTEREST

     Stated interest on the notes will generally be taxable to you as ordinary
income at the time it is paid or accrues in accordance with your method of
accounting for tax purposes.

     We intend to take the position that the stated redemption price at maturity
of the notes did not exceed the issue price of the notes by more than a
statutorily defined de minimis amount and, therefore, that the notes were not
issued with original issue discount ("OID"). We cannot assure you, however, that
the Series C notes were not issued with OID for the reasons described below.

     The "issue price" of a note is the first price at which a substantial
amount of such notes is sold for money, excluding sales to underwriters,
placement agents or wholesalers. The "stated redemption price at maturity" of a
note is the amount payable at maturity (other than qualified stated interest).

     In connection with the initial issuance of the Series C notes, a delayed
draw special payment was made to compensate purchasers of such notes for
agreeing to a delayed closing date. The Internal Revenue Service may take a
position that the issue price of the Series C notes equals the initial offering
price reduced by the delayed draw special payment, and, accordingly, the Series
C notes were issued with OID. We have not obtained any ruling from the IRS or
any opinion of counsel on this matter. If the Series C notes were deemed by the
Internal Revenue Service to be issued with OID, such OID would be equal to the
difference between their issue price and their stated redemption price at
maturity.

     Generally, if the Series C notes were treated as being issued with OID, a
holder of the Series C notes, or of the exchange notes received for the Series C
notes exchanged in the exchange offer, would be required to include the OID in
ordinary income for U.S. federal income tax purposes as it accrues. The OID will
accrue daily in accordance with a constant yield method based on a compounding
of interest. The OID allocable to any accrual period will equal the product of
the adjusted issue price of the Series C notes, or of the exchange notes
received for the Series C notes exchanged in the exchange offer, at the
beginning of such period and the notes' yield to maturity, less any qualified
stated interest allocable to that accrual period. The "adjusted issue price" of
the Series C notes, or of the exchange notes received for the Series C notes
exchanged in the exchange offer, as of the beginning of any accrual period will
equal the issue price of such notes increased by OID, if any, previously
includable in income and decreased by any payments under such notes (other than
qualified stated interest). Because OID will accrue and be includable in income
at least annually and no payments other than qualified stated interest will be
made under the Series C notes, or the exchange notes received for the Series C
notes exchanged in the exchange offer, the adjusted issue price of such notes
would
                                       102


increase throughout their life if the notes were deemed issued with OID. OID
includable in income, if any, will therefore increase for each successive
accrual period.

     The remainder of this summary assumes that the Series C notes were not
issued with OID.

  MARKET DISCOUNT

     If a U.S. Holder acquires a note at a cost that is less than its issue
price, the amount of such difference is treated as "market discount" for federal
income tax purposes, unless such difference is less than .0025 multiplied by the
stated redemption price at maturity multiplied by the number of complete years
to maturity (from the date of acquisition).

     Under the market discount rules of the Internal Revenue Code, you are
required to treat any gain on the sale, retirement or other disposition of, a
note as ordinary income to the extent of the accrued market discount that has
not previously been included in income. If you dispose of a note with market
discount in certain otherwise nontaxable transactions, you must include accrued
market discount as ordinary income as if you had sold the note at its then fair
market value.

     In general, the amount of market discount that has accrued is determined on
a ratable basis. A U.S. Holder may, however, elect to determine the amount of
accrued market discount on a constant yield to maturity basis. This election is
made on a note-by-note basis and is irrevocable.

     With respect to notes with market discount, you may not be allowed to
deduct immediately a portion of the interest expense on any indebtedness
incurred or continued to purchase or to carry the notes. You may elect to
include market discount in income currently as it accrues, in which case the
interest deferral rule set forth in the preceding sentence will not apply. This
election will apply to all debt instruments that you acquire on or after the
first day of the first taxable year to which the election applies and is
irrevocable without the consent of the Internal Revenue Service. A U.S. Holder's
tax basis in a note will be increased by the amount of market discount included
in the holder's income under the election.

  AMORTIZABLE BOND PREMIUM

     If a U.S. Holder purchases a note for an amount in excess of the stated
redemption price at maturity, the holder will be considered to have purchased
the note with "amortizable bond premium" equal in amount to the excess.
Generally, a U.S. Holder may elect to amortize the premium as an offset to
interest income otherwise required to be included in income in respect of the
note during the taxable year, using a constant yield method similar to that
described above, over the remaining term of the note (where the note is not
redeemable prior to its maturity date). A U.S. Holder who elects to amortize
bond premium must reduce the holder's tax basis in the note by the amount of the
premium used to offset interest income as set forth above. An election to
amortize bond premium applies to all taxable debt obligations then owned and
thereafter acquired by the holder and may be revoked only with the consent of
the Internal Revenue Service.

  DISPOSITION OF NOTES

     Upon the sale, exchange, redemption or other disposition of a note, you
generally will recognize taxable gain or loss equal to the difference between
(i) the sum of cash plus the fair market value of all other property received on
such disposition (except to the extent such cash or property is attributable to
accrued but unpaid interest, which is treated as interest as described above)
and (ii) your adjusted tax basis in the note. A U.S. Holder's adjusted tax basis
in a note generally will equal the cost of the note to such Holder, increased by
market discount previously included in income in respect of the note and reduced
by (a) any amortizable bond premium in respect of the note which has been taken
into account and (b) any principal payments received by such Holder.

     Gain or loss recognized on the disposition of a note generally will be
capital gain or loss, except as described under "Market Discount" above, and
will be long-term capital gain or loss if, at the time of such disposition, the
U.S. Holder's holding period for the note is more than 12 months. In the case of
a non-

                                       103


corporate U.S. holder, long-term capital gain is subject to tax at a reduced
rate. The deductibility of capital losses by U.S. Holders is subject to
limitations.

  ADDITIONAL INTEREST

     We intend to take the position for United States federal income tax
purposes that any payments of Additional Interest, as described above under
"Exchange Offer -- Additional Interest," should be taxable to you as Additional
Interest income when received or accrued, in accordance with your method of tax
accounting. This position is based in part on the assumption that as of the date
of issuance of the notes, the possibility that Additional Interest will have to
be paid is a "remote" or "incidental" contingency within the meaning of
applicable Treasury Regulations. Our determination that such possibility is a
remote or incidental contingency is binding on you, unless you explicitly
disclose that you are taking a different position to the Internal Revenue
Service on your tax return for the year during which you acquire the note.
However, the Internal Revenue Service may take a contrary position from that
described above, which could affect the timing and character of both your income
from the notes and our deduction with respect to the payments of Additional
Interest.

     If we do fail to register the exchange notes for sale to the public, you
should consult your tax advisor concerning the appropriate tax treatment of the
payment of Additional Interest on the notes.

  INFORMATION REPORTING AND BACKUP WITHHOLDING

     In general, information reporting requirements will apply to certain
payments of principal and interest on and the proceeds of certain sales of notes
unless you are an exempt recipient. A backup withholding tax will apply to such
payments if you fail to provide your taxpayer identification number or
certification of exempt status or have been notified by the Internal Revenue
Service that payments to you are subject to backup withholding.

     Any amounts withheld under the backup withholding rules will generally be
allowed as a refund or a credit against your United States federal income tax
liability provided the required information is properly furnished to the
Internal Revenue Service on a timely basis.

CONSEQUENCES TO NON-U.S. HOLDERS

     The following is a summary of the United States federal tax consequences
that will apply to you if you are a non-U.S. Holder of notes. The term "non-U.S.
Holder" means a beneficial owner of a note that is not a U.S. Holder.

     Special rules may apply to certain non-United States holders such as
"controlled foreign corporations," "passive foreign investment companies" and
"foreign personal holding companies." Such entities should consult their own tax
advisors to determine the United States federal, state, local and other tax
consequences that may be relevant to them.

  PAYMENTS OF INTEREST

     United States federal income or withholding taxes will not apply to any
payment to you of interest on a note provided that:

     - you do not actually or constructively own 10% or more (within the meaning
       of section 871(h)(3) of the Internal Revenue Code) of the total combined
       voting power of all classes of our stock that are entitled to vote;

     - you are not a controlled foreign corporation that is related to us
       through stock ownership;

     - you are not a bank whose receipt of interest on a note is described in
       section 881(c)(3)(A) of the Internal Revenue Code; and

                                       104


     - (a) you provide your name and address, and certify, under penalties of
       perjury, that you are not a United States person (which certification may
       be made on an Internal Revenue Service Form W-8BEN) or (b) a securities
       clearing organization, bank, or other financial institution that holds
       customers' securities in the ordinary course of its business holds the
       note on your behalf and certifies, under penalties of perjury, that it
       has received Internal Revenue Service Form W-8BEN from you or from
       another qualifying financial institution intermediary, and provides a
       copy of the Internal Revenue Service Form W-8BEN. If the notes are held
       by or through certain foreign intermediaries or certain foreign
       partnerships, such foreign intermediaries or partnerships must also
       satisfy the certification requirements of applicable Treasury
       Regulations.

     If you cannot satisfy the requirements described above, payments of
interest will be subject to a 30% United States federal withholding tax, unless
you provide us with a properly executed (1) Internal Revenue Service Form W-8BEN
claiming an exemption from or reduction in withholding under the benefit of an
applicable tax treaty or (2) Internal Revenue Service Form W-8ECI stating that
interest paid on the note is not subject to withholding tax because it is
effectively connected with your conduct of a trade or business in the United
States.

     If you are engaged in a trade or business in the United States and interest
on a note is effectively connected with the conduct of that trade or business,
you will be required to pay United States federal income tax on that interest on
a net income basis (although exempt from the 30% withholding tax provided the
certification requirement described above is met) in the same manner as if you
were a United States person as defined under the Internal Revenue Code, except
as otherwise provided by an applicable tax treaty. In addition, if you are a
foreign corporation, you may be subject to a branch profits tax equal to 30% (or
lower applicable treaty rate) of your earnings and profits for the taxable year,
subject to adjustments, that are effectively connected with your conduct of a
trade or business in the United States. For this purpose, interest will be
included in the earnings and profits of such foreign corporation.

  SALE, EXCHANGE OR OTHER TAXABLE DISPOSITION OF NOTES

     Any gain realized upon the sale, exchange or other taxable disposition of a
note (except with respect to accrued and unpaid interest, which would be taxable
as described above) generally will not be subject to United States federal
income tax unless:

     - that gain is effectively connected with your conduct of a trade or
       business in the United States;

     - you are an individual who is present in the United States for 183 days or
       more in the taxable year of that disposition, and certain other
       conditions are met; or

     - you are subject to Internal Revenue Code provisions applicable to certain
       United States expatriates.

     A holder described in the first bullet point above will be required to pay
United States federal income tax on the net gain derived from the sale, except
as otherwise required by an applicable tax treaty, and if such holder is a
foreign corporation, it may also be required to pay a branch profits tax at a
30% rate or a lower rate if so specified by an applicable income tax treaty. A
holder described in the second bullet point above will be subject to a 30%
United States federal income tax on the gain derived from the sale, which may be
offset by United States source capital losses, even though the holder is not
considered a resident of the United States.

  UNITED STATES FEDERAL ESTATE TAX

     The United States federal estate tax will not apply to the notes owned by
you at the time of your death, provided that (1) you do not own actually or
constructively (within the meaning of the Internal Revenue Code and the Treasury
Regulations) 10% or more of the total combined voting power of all classes of
our voting stock and (2) interest on the note would not have been, if received
at the time of your death, effectively connected with your conduct of a trade or
business in the United States.

                                       105


  INFORMATION REPORTING AND BACKUP WITHHOLDING

     The amount of interest paid to you on the note and the amount of tax
withheld, if any, will generally be reported to you and the Internal Revenue
Service. You will generally not be subject to backup withholding with respect to
payments that we make to you provided that you have made appropriate
certifications as to your foreign status, or you otherwise establish an
exemption.

     You will generally not be subject to backup withholding or information
reporting with respect to any payment of the proceeds of the sale of a note
effected outside the United States by a foreign office of a foreign "broker" (as
defined in applicable Treasury Regulation), provided that such broker:

     - derives less than 50% of its gross income for certain periods from the
       conduct of a trade or business in the United States,

     - is not a controlled foreign corporation for United States federal income
       tax purposes, and

     - is not a foreign partnership that, at any time during its taxable year,
       has more than 50% of its income or capital interests owned by United
       States persons or is engaged in the conduct of a United States trade or
       business.

     You will be subject to information reporting, but not backup withholding,
with respect to any payment of the proceeds of a sale of a note effected outside
the United States by a foreign office of any other broker unless such broker has
documentary evidence in its records that you are not a United States person and
certain other conditions are met, or you otherwise establish an exemption. You
will be subject to backup withholding and information reporting with respect to
any payment of the proceeds of a sale of a note effected by the United States
office of a broker unless you properly certify under penalties of perjury as to
your foreign status and certain other conditions are met or you otherwise
establish an exemption.

     Currently applicable Treasury Regulations establish reliance standards with
regard to the certification requirements described above.

     Any amounts withheld under the backup withholding rules will be allowed as
a refund or a credit against your United States federal income tax liability
provided the required information is properly furnished to the Internal Revenue
Service on a timely basis.

                                 LEGAL MATTERS

     Certain legal matters in connection with the notes offered hereby will be
passed upon for us by Latham & Watkins, San Francisco, California and McAfee &
Taft, Oklahoma City, Oklahoma.

                              INDEPENDENT AUDITORS

     Our consolidated financial statements as of December 29, 2001 and December
30, 2000 and for each of the three years in the period ended December 29, 2001
included in and incorporated by reference in this prospectus have been audited
by Deloitte & Touche LLP, independent auditors, as stated in their report
appearing herein and incorporated by reference.

                             AVAILABLE INFORMATION

     We are subject to the information requirements of the Securities Exchange
Act of 1934, as amended. Accordingly, we file annual, quarterly and periodic
reports, proxy statements and other information with the SEC relating to our
business, financial statements and other matters (File No. 001-08140). You may
read and copy any documents we have filed with the SEC at prescribed rates at
the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, DC 20549.
You can obtain copies of these materials at prescribed rates by writing to the
SEC's Public Reference Section at the address set forth above, or by calling
(800) SEC-0330. Our SEC filings are also available to you free of charge at the
SEC's web site at http://www.sec.gov. Information contained in our web site is
not part of this prospectus.
                                       106


                           INCORPORATION BY REFERENCE

     We have elected to "incorporate by reference" certain information into this
prospectus. By incorporating by reference, we can disclose important information
to you by referring you to another document we have filed with the SEC. The
information incorporated by reference is deemed to be part of this prospectus,
except for information incorporated by reference that is superseded by
information contained in this prospectus. This prospectus incorporates by
reference the documents set forth below that we have previously filed with the
SEC:



FLEMING SEC FILINGS (FILE NO. 001-08140)                          FILED ON
- ----------------------------------------                          --------
                                                           
Annual Report on Form 10-K..................................      March 6, 2002


     We are also incorporating by reference all other reports that we file with
the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
between the date of this prospectus and the date of the completion of the
exchange offer.

     Our trademarks, service marks and trade names include "Fleming," "FlexPro,"
"FlexStar," "FlexMate," "Piggly Wiggly," "Sentry," "Super 1 Foods," "Festival
Foods," "Jubilee Foods," "Jamboree Foods," "MEGAMARKET," "Shop 'N Kart,"
"American Family," "ABCO Desert Market," "Big Star," "Big T," "Buy for Less,"
"County Pride Markets," "Rainbow Foods," "Red Fox," "Shop N Bag," "Super Duper,"
"Super Foods," "Super Thrift," "Thriftway," "Value King," "PWPETRO," "Piggly
Wiggly xpress," "Big Bear" and "Big Dollar." This prospectus also contains
trademarks, service marks, copyrights and trade names of other companies.

                                       107


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



                                                              PAGE
                                                              ----
                                                           
Consolidated Statements of Operations for the years ended
  December 25, 1999, December 30, 2000, and December 29,
  2001......................................................   F-2
Consolidated Balance Sheets at December 30, 2000 and
  December 29, 2001.........................................   F-3
Consolidated Statements of Cash Flows for the years ended
  December 25, 1999, December 30, 2000, and December 29,
  2001......................................................   F-4
Consolidated Statements of Shareholders' Equity for the
  years ended December 25, 1999, December 30, 2000, and
  December 29, 2001.........................................   F-5
Notes to Consolidated Financial Statements for the years
  ended December 25, 1999, December 30, 2000, and December
  29, 2001..................................................   F-6
Independent Auditors' Report................................  F-35


                                       F-1


                            FLEMING COMPANIES, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
 FOR THE YEARS ENDED DECEMBER 25, 1999, DECEMBER 30, 2000 AND DECEMBER 29, 2001



                                                            1999           2000           2001
                                                        ------------   ------------   ------------
                                                         (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                                                             
Net sales.............................................  $14,272,036    $14,443,815    $15,627,744
Costs and expenses (income):
  Cost of sales.......................................   12,834,869     13,096,915     14,437,841
  Selling and administrative..........................    1,261,631      1,186,919        960,590
  Interest expense....................................      165,180        174,569        165,534
  Interest income.....................................      (40,318)       (32,662)       (25,586)
  Equity investment results...........................       10,243          8,034          1,533
  Impairment/restructuring charge (credit)............      103,012        212,845        (23,595)
  Litigation charge (credit)..........................           --         (1,916)        48,628
                                                        -----------    -----------    -----------
          Total costs and expenses....................   14,334,617     14,644,704     15,564,945
                                                        -----------    -----------    -----------
Income (loss) before taxes............................      (62,581)      (200,889)        62,799
Taxes on income (loss)................................      (17,853)       (78,747)        36,022
                                                        -----------    -----------    -----------
Net income (loss) before extraordinary charge.........      (44,728)      (122,142)        26,777
Extraordinary charge, net of tax......................           --             --         (3,469)
                                                        -----------    -----------    -----------
Net income (loss).....................................  $   (44,728)   $  (122,142)   $    23,308
                                                        ===========    ===========    ===========
Basic net income (loss) per share:
  Before extraordinary charge.........................  $     (1.17)   $     (3.15)   $      0.63
  Extraordinary charge, net of tax....................           --             --          (0.08)
                                                        -----------    -----------    -----------
  Net income (loss)...................................  $     (1.17)   $     (3.15)   $      0.55
                                                        ===========    ===========    ===========
Diluted net income (loss) per share:
  Before extraordinary charge.........................  $     (1.17)   $     (3.15)   $      0.60
  Extraordinary charge, net of tax....................           --             --          (0.08)
                                                        -----------    -----------    -----------
  Net income (loss)...................................  $     (1.17)   $     (3.15)   $      0.52
                                                        ===========    ===========    ===========
Weighted average shares outstanding
  Basic...............................................       38,305         38,716         42,588
                                                        ===========    ===========    ===========
  Diluted.............................................       38,305         38,716         44,924
                                                        ===========    ===========    ===========


                See notes to consolidated financial statements.
                                       F-2


                            FLEMING COMPANIES, INC.

                          CONSOLIDATED BALANCE SHEETS
                   AT DECEMBER 30, 2000 AND DECEMBER 29, 2001



                                                                 2000         2001
                                                              ----------   ----------
                                                                  (IN THOUSANDS)
                                                                     
                                       ASSETS
Current assets:
  Cash and cash equivalents.................................  $   30,380   $   17,325
  Receivables, net..........................................     509,045      588,269
  Inventories...............................................     831,265    1,014,695
  Assets held for sale......................................     165,800       30,066
  Other current assets......................................      86,583       89,716
                                                              ----------   ----------
          Total current assets..............................   1,623,073    1,740,071
Investments and notes receivable, net.......................     104,467      105,651
Investment in direct financing leases.......................     102,011       83,118
Property and equipment:
  Land......................................................      40,242       39,644
  Buildings.................................................     356,376      373,510
  Fixtures and equipment....................................     565,472      653,009
  Leasehold improvements....................................     210,970      219,058
  Leased assets under capital leases........................     197,370      203,497
  Construction in progress..................................      57,039      135,781
                                                              ----------   ----------
                                                               1,427,469    1,624,499
Less accumulated depreciation and amortization..............    (653,973)    (704,844)
                                                              ----------   ----------
          Net property and equipment........................     773,496      919,655
Other assets................................................     255,445      252,008
Goodwill, net...............................................     544,319      554,190
                                                              ----------   ----------
TOTAL ASSETS................................................  $3,402,811   $3,654,693
                                                              ==========   ==========

                        LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable..........................................  $  943,279   $  971,791
  Current maturities of long-term debt......................      38,171       29,865
  Current obligations under capital leases..................      21,666       21,410
  Other current liabilities.................................     229,272      242,061
                                                              ----------   ----------
          Total current liabilities.........................   1,232,388    1,265,127
Long-term debt..............................................   1,232,400    1,427,929
Long-term obligations under capital leases..................     377,239      331,836
Other liabilities...........................................     133,592      131,582
Commitments and contingencies
Shareholders' equity:
  Common stock, $2.50 par value, authorized -- 100,000
     shares, issued and outstanding -- 39,618 and 44,438
     shares.................................................      99,044      111,095
  Capital in excess of par value............................     513,645      567,720
  Reinvested earnings (deficit).............................    (144,468)    (121,160)
  Accumulated other comprehensive income -- additional
     minimum pension liability..............................     (41,029)     (59,436)
                                                              ----------   ----------
          Total shareholders' equity........................     427,192      498,219
                                                              ----------   ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY..................  $3,402,811   $3,654,693
                                                              ==========   ==========


                See notes to consolidated financial statements.
                                       F-3


                            FLEMING COMPANIES, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE YEARS ENDED DECEMBER 25, 1999, DECEMBER 30, 2000 AND DECEMBER 29, 2001



                                                                1999        2000        2001
                                                              ---------   ---------   ---------
                                                                       (IN THOUSANDS)
                                                                             
Cash flows from operating activities:
  Net income (loss).........................................  $ (44,728)  $(122,142)  $  23,308
  Adjustments to reconcile net income (loss) to net cash
    provided by operating activities:
    Depreciation and amortization...........................    157,510     169,190     166,406
    Amortization costs in interest expense..................      4,869       4,917       6,809
    Credit losses...........................................     25,394      28,872      37,795
    Deferred income taxes...................................      3,357     (65,538)     36,165
    Equity investment results...............................     10,243       8,034       1,533
    Impairment/restructuring and related charges, net of
      impairment credit (not in other lines)................    135,346     288,408      19,199
    Cash payments on impairment/
      restructuring and related charges.....................    (57,340)   (118,190)    (68,141)
    Change in assets and liabilities, excluding effect of
      acquisitions:
      Receivables...........................................    (55,692)    (26,005)   (104,458)
      Inventories...........................................    (22,049)     65,639    (139,032)
      Accounts payable......................................     35,744     (49,121)     21,714
      Other assets and liabilities..........................    (70,112)    (63,198)    (40,140)
    Other adjustments, net..................................     (4,925)      5,779       6,697
                                                              ---------   ---------   ---------
Net cash provided by (used in) operating activities.........    117,617     126,645     (32,145)
                                                              ---------   ---------   ---------
Cash flows from investing activities:
  Collections on notes receivable...........................     34,798      32,943      30,691
  Notes receivable funded...................................    (43,859)    (35,841)    (21,879)
  Businesses acquired.......................................    (78,440)     (7,320)   (121,373)
  Proceeds from sale of businesses..........................      7,042      45,693     120,947
  Purchase of property and equipment........................   (166,339)   (150,837)   (238,413)
  Proceeds from sale of property and equipment..............     35,487      50,957      24,693
  Investments in customers..................................     (8,115)         --          --
  Proceeds from sale of investments.........................      2,745       3,552       5,115
  Other investing activities................................      3,337      12,949      10,460
                                                              ---------   ---------   ---------
Net cash used in investing activities.......................   (213,344)    (47,904)   (189,759)
                                                              ---------   ---------   ---------
Cash flows from financing activities:
  Proceeds from long-term borrowings........................    191,000     185,000     793,742
  Principal payments on long-term debt......................    (71,178)   (219,519)   (597,389)
  Principal payments on capital lease obligations...........    (21,533)    (20,888)    (20,903)
  Sale of common stock......................................      1,267       4,051      59,794
  Payments on cost of debt..................................        (31)       (571)    (25,775)
  Dividends paid............................................     (3,082)     (3,117)     (3,410)
  Other financing activities................................         --          --       2,790
                                                              ---------   ---------   ---------
Net cash provided by (used in) financing activities.........     96,443     (55,044)    208,849
                                                              ---------   ---------   ---------
Net increase (decrease) in cash and cash equivalents........        716      23,697     (13,055)
Cash and cash equivalents, beginning of year................      5,967       6,683      30,380
                                                              ---------   ---------   ---------
Cash and cash equivalents, end of year......................  $   6,683   $  30,380   $  17,325
                                                              =========   =========   =========


                See notes to consolidated financial statements.
                                       F-4


                            FLEMING COMPANIES, INC.

                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
 FOR THE YEARS ENDED DECEMBER 25, 1999, DECEMBER 30, 2000 AND DECEMBER 29, 2001



                                                                                                           ACCUMULATED
                                       COMMON STOCK            CAPITAL IN    REINVESTED                       OTHER
                               ----------------------------    EXCESS OF      EARNINGS    COMPREHENSIVE   COMPREHENSIVE    ESOP
                                TOTAL     SHARES    AMOUNT     PAR VALUE     (DEFICIT)       INCOME          INCOME        NOTE
                               --------   ------   --------   ------------   ----------   -------------   -------------   -------
                                                            (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                                                                                  
Balance at December 27,
  1998.......................  $569,931   38,542   $ 96,356     $509,602     $  23,155                      $(57,133)     $(2,049)
Comprehensive income
  Net loss...................   (44,728)                                       (44,728)     $ (44,728)
  Other comprehensive income,
    net of tax
    Minimum pension liability
      adjustment (net of
      $21,049 of taxes)......    31,573                                                        31,573         31,573
                                                                                            ---------
  Comprehensive income.......                                                               $ (13,155)
                                                                                            =========
Incentive stock and stock
  ownership plans............     4,955      314        785        4,170
Cash dividends, $0.08 per
  share......................    (3,078)                          (2,325)         (753)
ESOP note payments...........     2,049                                                                                     2,049
                               --------   ------   --------     --------     ---------                      --------      -------
Balance at December 25,
  1999.......................   560,702   38,856     97,141      511,447       (22,326)                      (25,560)          --
Comprehensive income
  Net loss...................  (122,142)                                      (122,142)     $(122,142)
  Other comprehensive income,
    net of tax
    Minimum pension liability
      adjustment (net of
      $10,312 of taxes)......   (15,469)                                                      (15,469)       (15,469)
                                                                                            ---------
  Comprehensive income.......                                                               $(137,611)
                                                                                            =========
Incentive stock and stock
  ownership plans............     7,210      762      1,903        5,307
Cash dividends, $0.08 per
  share......................    (3,109)                          (3,109)
                               --------   ------   --------     --------     ---------                      --------      -------
Balance at December 30,
  2000.......................   427,192   39,618     99,044      513,645      (144,468)                      (41,029)          --
Comprehensive income
  Net income.................    23,308                                         23,308      $  23,308
  Other comprehensive income
    Minimum pension liability
      adjustment (net of
      $12,271 of taxes)......   (18,407)                                                      (18,407)       (18,407)
                                                                                            ---------
  Comprehensive income.......                                                               $   4,901
                                                                                            =========
Stock sale...................    47,479    3,850      9,626       37,853
Incentive stock and stock
  ownership plans............    22,122      970      2,425       19,697
Cash dividends, $0.08 per
  share......................    (3,475)                          (3,475)
                               --------   ------   --------     --------     ---------                      --------      -------
Balance at December 29,
  2001.......................  $498,219   44,438   $111,095     $567,720     $(121,160)                     $(59,436)     $    --
                               ========   ======   ========     ========     =========                      ========      =======


                See notes to consolidated financial statements.
                                       F-5


                            FLEMING COMPANIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE YEARS ENDED DECEMBER 25, 1999, DECEMBER 30, 2000 AND DECEMBER 29, 2001

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Nature of Operations:  Fleming is an industry leader in the distribution of
consumable goods, and also has a growing presence in operating "price impact"
supermarkets. Our activities encompass two major businesses: distribution and
retail operations.

     Fiscal Year:  Our fiscal year ends on the last Saturday in December. Fiscal
1999 was 52 weeks; 2000 was 53 weeks; 2001 was 52 weeks. The impact of the
additional week in 2000 is not material to the results of operations or
financial position.

     Basis of Presentation:  The preparation of the consolidated financial
statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

     Principles of Consolidation:  The consolidated financial statements include
all subsidiaries. Material intercompany items have been eliminated. The equity
method of accounting is usually used for investments in certain entities in
which we have an investment in common stock of between 20% and 50% or such
investment is temporary. Under the equity method, original investments are
recorded at cost and adjusted by our share of earnings or losses of these
entities and for declines in estimated realizable values deemed to be other than
temporary.

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

     Revenue Recognition:  Sales are recognized at the point of sale for retail
sales and upon shipment of the product for distribution sales, net of
anticipated returns, which have not been significant. Net sales include retail
services income and net rental income which have consistently been less than 1%
of total net sales.

     Advertising:  Advertising costs are expensed the first time the advertising
occurs and amounted to $59 million, $42 million and $29 million in 1999, 2000
and 2001, respectively. Advertising is incurred primarily by the retail segment
and is included in selling and administrative expenses.

     Taxes on Income:  Deferred income taxes arise from temporary differences
between financial and tax bases of certain assets and liabilities.

     Basic and Diluted Net Income (Loss) Per Share:  Both basic and diluted per
share amounts are computed based on net income (loss) divided by weighted
average shares as appropriate for each calculation subject to anti-dilution
limitations.

     Cash and Cash Equivalents:  Cash equivalents consist of liquid investments
readily convertible to cash with an original 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 $27 million in 2000 and $30 million in 2001. Receivables are shown
net of allowance for doubtful accounts of $34 million in 2000 and $40 million in
2001. We extend credit to our retail customers which are located over a broad
geographic base. Regional concentrations of credit risk are limited. Interest
income on impaired loans is recognized only when payments are received.

     Inventories:  Inventories are valued at the lower of cost or market.
Grocery and certain perishable inventories, aggregating approximately 70% and
75% of total inventories in 2000 and 2001, respectively, are valued on a
last-in, first-out (LIFO) method. The cost for the remaining inventories is
determined by the

                                       F-6

                            FLEMING COMPANIES, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

first-in, first-out (FIFO) method. Current replacement cost of LIFO inventories
was greater than the carrying amounts by approximately $58 million ($13 million
of which is recorded in assets held for sale in current assets) at year-end
2000, and $46 million at year-end 2001. In 2000 and 2001, the liquidation of
certain LIFO layers related to business closings decreased cost of sales by
approximately $7 million and $17 million, respectively.

     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,
is based on the estimated useful asset lives using the straight-line method. The
estimated useful lives used in computing depreciation and amortization are:
buildings and major improvements -- 20 to 40 years; warehouse, transportation
and other equipment -- 3 to 10 years; and data processing equipment and
software -- 3 to 10 years.

     Goodwill:  The excess of purchase price over the fair value of net assets
of businesses acquired prior to June 30, 2001 is amortized on the straight-line
method over periods not exceeding 40 years. Goodwill is shown net of accumulated
amortization of $193 million and $180 million in 2000 and 2001, respectively. We
made several small acquisitions in 2001, and we are still finalizing the
allocations of the purchase price.

     The Financial Accounting Standards Board (FASB) issued SFAS No.
142 -- Goodwill and Other Intangible Assets. One of the provisions of this
standard is to require use of a non-amortization approach to account for
purchased goodwill and other indefinite intangibles. Under that approach,
goodwill and intangible assets with indefinite lives would not be amortized to
earnings over a period of time. Instead, these amounts would be reviewed for
impairment and expensed against earnings only in the periods in which the
recorded values are more than implied fair value. We are currently testing for
impairment and expect to have such testing defined by the end of the first
quarter of 2002; the tests will be performed by the end of the second quarter of
2002. Goodwill amortization in 2001 was $21.2 million.

     Impairment:  Asset impairments are recorded when the carrying amount of
assets are not recoverable. Impairment is assessed and measured, by asset type,
as follows: notes receivable -- expected cash collections plus the fair value of
the collateral for each note; and, long-lived assets, goodwill and other
intangibles -- estimate of the future cash flows expected to result from the use
of the asset and its eventual disposition aggregated to the operating unit level
for distribution and store level for retail.

     Financial Instruments:  Interest rate hedge transactions and other
financial instruments have been utilized to manage our debt portfolio and
interest rate exposure. 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 footnotes.

     Stock-Based Compensation:  We apply APB Opinion No. 25 -- Accounting for
Stock Issued to Employees and related Interpretations in accounting for our
plans.

     Comprehensive Income:  Comprehensive income is reflected in the
Consolidated Statements of Shareholders' Equity. Other comprehensive income is
comprised of minimum pension liability adjustments. The cumulative effect of
other comprehensive income, net of taxes, is reflected in the Shareholders'
Equity section of the Consolidated Balance Sheets.

IMPAIRMENT/RESTRUCTURING CHARGE (CREDIT) AND RELATED COSTS

     In December 1998, we announced the implementation of a strategic plan
designed to improve the competitiveness of the retailers we serve and improve
our performance by building stronger operations that can better support
long-term growth. The four major initiatives of the strategic plan were to
consolidate distribution operations, grow distribution sales, improve retail
performance, and reduce overhead and operating expenses, in part by centralizing
the procurement and other functions in the Dallas, Texas area.

                                       F-7

                            FLEMING COMPANIES, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Additionally, in 2000, we decided to reposition certain retail operations into
our price impact format and sell or close the remaining conventional retail
chains. By mid-2001, we had sold or closed all of our conventional retail
stores.

     The plan, including the decision to sell or close our conventional retail
chains in 2000, took three years to implement and is finished. Any remaining
charges represent exit costs that cannot be expensed until incurred and are
expected to be minimal.

     The pre-tax charge for 1999 was $137 million. After tax, the expense for
1999 was $92 million or $2.39 per share. The $137 million charge in 1999 was
included on several lines of the Consolidated Statements of Operations as
follows: $18 million was included in cost of sales and was primarily related to
inventory valuation adjustments; $16 million was included in selling and
administrative expense and equity investment results as disposition related
costs recognized on a periodic basis; and the remaining $103 million was
included in the impairment/restructuring charge line. The 1999 charge consisted
of the following components:

     - Impairment of assets of $62 million.  The impairment components were $36
       million for goodwill and $26 million for other long-lived assets relating
       to planned disposals and closures. Of the goodwill charge of $36 million,
       $22 million related to the 1994 "Scrivner" acquisition with the remaining
       amount related to two retail acquisitions.

     - Restructuring charges of $41 million.  The restructuring charges
       consisted primarily of severance related expenses and estimated pension
       withdrawal liabilities for the divested or closed operating units
       announced during 1999. The restructuring charges also consisted of
       operating lease liabilities and professional fees incurred related to the
       restructuring process.

     - Other disposition and related costs of $34 million.  These costs
       consisted primarily of inventory markdowns for clearance for closed
       operations, impairment of an investment, disposition related costs
       recognized on a periodic basis and other costs.

     The 1999 charge relates to our business segments as follows: $48 million
relates to the distribution segment and $70 million relates to the retail
segment with the balance relating to support services expenses.

     The pre-tax charge for 2000 was $309 million. After tax, the expense for
2000 was $183 million or $4.72 per share. The $309 million charge in 2000 was
included on several lines of the Consolidated Statements of Operations as
follows: $2 million was included in net sales related primarily to rent income
impairment due to division closings; $57 million was included in cost of sales
and was primarily related to inventory valuation adjustments, moving and
training costs relating to procurement and product handling associates, and
additional depreciation and amortization on assets to be disposed of but not yet
held for sale; $37 million was included in selling and administrative expense
and equity investment results as disposition related costs recognized on a
periodic basis (such as moving and training costs related to the consolidation
of certain administrative functions); and the remaining $213 million was
included in the impairment/restructuring charge (credit) line. The charge for
2000 consisted of the following components:

     - Impairment of assets of $91 million.  The impairment components were $3
       million for goodwill and $88 million for other long-lived assets relating
       to planned disposals and closures. All of the goodwill charge was related
       to a three-store retail acquisition.

     - Restructuring charges of $122 million.  The restructuring charges
       consisted partly of severance related expenses and estimated pension
       withdrawal liabilities for the closings of York and Philadelphia which
       were announced during the first quarter of 2000 as part of an effort to
       grow in the northeast by consolidating distribution operations and
       expanding the Maryland facility. The charge included severance related
       expenses due to the consolidation of certain administrative departments
       announced during the second quarter of 2000. Additionally, the charge
       included severance related expenses, estimated pension withdrawal
       liabilities and operating lease liabilities for the divestiture and
       closing of
                                       F-8

                            FLEMING COMPANIES, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

       certain conventional retail stores evaluated during the second and third
       quarters of 2000. The restructuring charges also consisted of
       professional fees incurred related to the restructuring process.

     - Other disposition and related costs of $96 million.  These costs
       consisted primarily of inventory markdowns for clearance for closed
       operations, additional depreciation and amortization on assets to be
       disposed of but not yet held for sale, disposition related costs
       recognized on a periodic basis and other costs.

     The charge for 2000 related to our business segments as follows: $99
million relates to the distribution segment and $164 million relates to the
retail segment with the balance relating to support services expenses.

     The pre-tax charge for 2001 was $24 million. After tax, the expense for
2001 was $25 million (which reflects the tax expense impact of goodwill
permanent differences from the sale of certain retail stores) or $0.55 per
share. The $24 million charge in 2001 was included on several lines of the
Consolidated Statements of Operations as follows: $3 million recovery was
included in net sales related primarily to gains on the sale of conventional
retail stores; $33 million charge was included in cost of sales and was
primarily related to inventory markdowns for clearance of closed operations; $18
million charge was included in selling and administrative expense from
disposition related costs recognized on a periodic basis (such as occupancy
costs); and the remaining $24 million recovery was included in the
impairment/restructuring charge (credit) line for the recovery of previously
recorded asset impairment resulting from the sale of some retail stores. The
charge for 2001 consisted of the following components:

     - Net impairment recovery of $41 million.  The components included
       recovering, through sales of the related operations, previously recorded
       goodwill impairment of $15 million and long-lived asset impairment of $29
       million. The original impairments were measured in accordance with SFAS
       121 for assets to be held and used in 1998. This method does not allow an
       upward adjustment to a new carrying amount. In 2000, we decided to sell
       these operations. This recovery of asset impairment was recorded in a
       manner similar to how the original charges were recorded. Also included
       was impairment expense of $3 million related to other long-lived assets.

     - Restructuring charges of $17 million.  The restructuring charges
       consisted primarily of severance related expenses for the sold or closed
       operating units, adjustments to pension withdrawal liabilities and
       professional fees incurred related to the restructuring process.

     - Other disposition and related costs of $48 million.  These costs
       consisted primarily of inventory markdowns for clearance for closed
       operations, disposition related costs recognized on a periodic basis and
       other costs, offset partially by gains on sales of conventional retail
       stores.

     The net charge for 2001 related to our business segments as follows: $24
million charge relates to the distribution segment and $8 million recovery
relates to the retail segment with the balance relating to support services
expenses.

                                       F-9

                            FLEMING COMPANIES, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The charges related to workforce reductions are as follows:



                                                               AMOUNT    HEADCOUNT
                                                              --------   ---------
                                                               ($'S IN THOUSANDS)
                                                                   
1999 ACTIVITY:
     Beginning Liability....................................  $ 21,983     1,260
     Charge.................................................    12,029     1,350
     Terminations...........................................   (24,410)   (1,950)
                                                              --------    ------
     Ending Liability.......................................     9,602       660
2000 ACTIVITY:
     Charge.................................................    53,906     5,610
     Terminations...........................................   (26,180)   (1,860)
                                                              --------    ------
     Ending Liability.......................................    37,328     4,410
2001 ACTIVITY:
     Charge.................................................    13,952       400
     Terminations...........................................   (33,189)   (4,730)
                                                              --------    ------
     Ending Liability.......................................  $ 18,091        80
                                                              ========    ======


     The ending liability of $18 million consists of $14 million in union
pension withdrawal liabilities with the balance related to severance, most of
which relates to associates already severed and being paid. The breakdown of the
400 headcount reduction recorded for 2001 is: 300 from the distribution segment;
50 from the retail segment; and 50 from support services.

     Additionally, the strategic plan includes charges related to lease
obligations which will be utilized as operating units or retail stores close,
but ultimately reduced over remaining lease terms. The charges and utilization
have been recorded to-date as follows:



                                                                    AMOUNT
                                                              ------------------
                                                              ($'S IN THOUSANDS)
                                                           
1999 ACTIVITY:
     Beginning Liability....................................       $ 27,716
     Charge.................................................         15,074
     Utilized...............................................        (10,281)
                                                                   --------
     Ending Liability.......................................         32,509
2000 ACTIVITY:
     Charge.................................................         37,149
     Utilized...............................................        (48,880)
                                                                   --------
     Ending Liability.......................................         20,778
2001 ACTIVITY:
     Charge.................................................          2,685
     Utilized...............................................        (21,132)
                                                                   --------
     Ending Liability.......................................       $  2,331
                                                                   ========


     Asset impairments were recognized in accordance with SFAS No.
121 -- Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of, and such assets were written down to their estimated
fair values based on estimated proceeds of operating units to be sold or
discounted cash flow

                                       F-10

                            FLEMING COMPANIES, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

projections. The operating costs of operating units to be sold or closed are
treated as normal operations during the period they remain in use. Salaries,
wages and benefits of employees at these operating units are charged to
operations during the time such employees are actively employed. Depreciation
expense is continued for assets that we are unable to remove from operations.

     Assets held for sale, reflected on the balance sheet, consisted of $22
million of distribution operating units and $144 million of retail stores as of
year-end 2000 and $18 million of distribution operating units and $12 million of
retail stores as of year-end 2001. Gains on the sale of facilities, which were
included in net sales, totaled approximately $6 million for 1999, $9 million for
2000 and $5 million in 2001.

LITIGATION CHARGES

     In 2001, we recorded litigation settlements and other related pre-tax
expenses totaling $49 million related to settlement agreements regarding
Storehouse Markets, Inc., et al., Don's United Super, et. al., Coddington
Enterprises, Inc., et. al, J&A Foods, Inc. et. al., R&D Foods, Inc. et. al., and
Robandee United Super, Inc., et. al., and other cases. In 2000, we recorded a $2
million pre-tax gain in settlements relating to other cases. See Contingencies
footnote for further discussion regarding these litigation charges.

PER SHARE RESULTS



                                                         1999       2000       2001
                                                       --------   ---------   -------
                                                               (IN THOUSANDS,
                                                         EXCEPT PER SHARE AMOUNTS)
                                                                     
Numerator:
Basic and diluted earnings (loss) before
  extraordinary charge...............................  $(44,728)  $(122,142)  $26,777
                                                       ========   =========   =======
Denominator:
Weighted average shares for basic earnings per
  share..............................................    38,305      38,716    42,588
Effect of dilutive securities:
  Employee stock options.............................        --          --     1,936
  Restricted stock compensation......................        --          --       400
                                                       --------   ---------   -------
     Dilutive potential common shares................        --          --     2,336
                                                       --------   ---------   -------
Weighted average shares for diluted earnings per
  share..............................................    38,305      38,716    44,924
                                                       ========   =========   =======
Basic earnings (loss) per share before extraordinary
  charge.............................................  $  (1.17)  $   (3.15)  $  0.63
                                                       ========   =========   =======
Diluted earnings (loss) per share before
  extraordinary charge...............................  $  (1.17)  $   (3.15)  $  0.60
                                                       ========   =========   =======


     We did not reflect 0.4 million weighted average potential shares for the
1999 diluted calculation or 1.2 million weighted average potential shares for
the 2000 diluted calculation because they would be antidilutive. In 2001, we did
not reflect 3.9 million of weighted average shares or add back after-tax
interest expense of $4.1 million related to convertible debt due to
antidilution. Other options with exercise prices exceeding market prices in both
1999 and 2000 consisted of 3.6 million potential shares of common stock that
were not included in the computation of diluted earnings per share because the
effect would be antidilutive.

SEGMENT INFORMATION

     Considering the customer types and the processes for meeting the needs of
customers, senior management manages the business as two reportable segments:
distribution and retail operations.

     The distribution segment sells food and non-food products (e.g., food,
general merchandise, health and beauty care, and Fleming Brands) to
supermarkets, convenience stores, supercenters, discount stores, limited

                                       F-11

                            FLEMING COMPANIES, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

assortment stores, drug stores, specialty stores and other stores across the
U.S. We also offer a variety of retail support services to independently-owned
and company-owned retail stores. The aggregation is based primarily on the
common customer base and the interdependent marketing and distribution efforts.

     Our senior management utilizes more than one measurement and multiple views
of data to assess segment performance and to allocate resources to the segments.
However, the dominant measurements are consistent with our consolidated
financial statements and, accordingly, are reported on the same basis herein.
Some of our operations have been centralized into support services. Support
services now includes procurement and certain administrative costs. These costs,
previously incurred by the segments, are not comparable to the current cost
structure of support services making it impractical to revise prior year amounts
to match the 2001 presentation; therefore, prior period amounts have not been
restated. Interest expense, interest income, equity investments, LIFO
adjustments, support services expenses, other unusual charges and income taxes
are managed separately by senior management and those items are not allocated to
the business segments. Intersegment transactions are reflected at cost.

     The following table sets forth the composition of the segments' and total
company's net sales, operating earnings, depreciation and amortization, capital
expenditures and identifiable assets.



                                                           1999      2000      2001
                                                          -------   -------   -------
                                                                 (IN MILLIONS)
                                                                     
NET SALES
  Distribution..........................................  $12,718   $12,926   $14,490
  Intersegment elimination..............................   (2,165)   (1,757)   (1,223)
                                                          -------   -------   -------
  Net distribution......................................   10,553    11,169    13,267
  Retail................................................    3,719     3,275     2,361
                                                          -------   -------   -------
Total...................................................  $14,272   $14,444   $15,628
                                                          =======   =======   =======
OPERATING EARNINGS
  Distribution..........................................  $   290   $   297   $   395
  Retail................................................       (2)       62        57
  Support Services......................................     (112)     (199)     (223)
                                                          -------   -------   -------
  Total operating earnings..............................      176       160       229
  Interest expense......................................     (165)     (175)     (166)
  Interest income.......................................       40        33        26
  Equity investment results.............................      (10)       (8)       (2)
  Impairment/restructuring charge (credit)..............     (103)     (213)       24
  Litigation charge (credit)............................       --         2       (48)
                                                          -------   -------   -------
Income (loss) before taxes..............................  $   (62)  $  (201)  $    63
                                                          =======   =======   =======
DEPRECIATION AND AMORTIZATION
  Distribution..........................................  $    88   $   105   $   113
  Retail................................................       64        57        50
  Support Services......................................       10        12        10
                                                          -------   -------   -------
Total...................................................  $   162   $   174   $   173


                                       F-12

                            FLEMING COMPANIES, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)



                                                           1999      2000      2001
                                                          -------   -------   -------
                                                                 (IN MILLIONS)
                                                                     
                                                          =======   =======   =======
CAPITAL EXPENDITURES
  Distribution..........................................  $    53   $    99   $   165
  Retail................................................      112        45        68
  Support Services......................................        1         7         5
                                                          -------   -------   -------
Total...................................................  $   166   $   151   $   238
                                                          =======   =======   =======
Identifiable Assets
  Distribution..........................................  $ 2,546   $ 2,499   $ 2,838
  Retail................................................      848       681       609
  Support Services......................................      179       223       208
                                                          -------   -------   -------
Total...................................................  $ 3,573   $ 3,403   $ 3,655
                                                          =======   =======   =======


     Kmart is our largest customer, representing approximately 10% of our total
sales in 2000 and 20% in 2001. No other single customer represented more than 2%
of our net sales in 2000 or 2001.

INCOME TAXES

     Components of taxes on income (loss) are as follows:



                                                          1999       2000      2001
                                                        --------   --------   -------
                                                               (IN THOUSANDS)
                                                                     
Current:
  Federal.............................................  $(17,287)  $(23,291)  $   643
  State...............................................    (3,924)    10,082    (3,104)
                                                        --------   --------   -------
Total current.........................................   (21,211)   (13,209)   (2,461)
                                                        --------   --------   -------
Deferred:
  Federal.............................................     2,552    (41,123)   26,048
  State...............................................       806    (24,415)   10,117
                                                        --------   --------   -------
Total deferred........................................     3,358    (65,538)   36,165
                                                        --------   --------   -------
Taxes on income (loss)................................  $(17,853)  $(78,747)  $33,704
                                                        ========   ========   =======


     Taxes on income in the above table includes a tax benefit of $2.3 million
in 2001 which is reported net in the extraordinary charge from the early
retirement of debt in the consolidated statement of operations.

                                       F-13

                            FLEMING COMPANIES, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Deferred tax expense (benefit) relating to temporary differences includes
the following components:



                                                         1999       2000       2001
                                                       --------   --------   --------
                                                               (IN THOUSANDS)
                                                                    
Depreciation and amortization........................  $ (9,603)  $(39,106)  $ 41,263
Asset valuations and reserves........................   (18,114)    29,495    (12,368)
Associate benefits...................................    31,700     (7,187)    11,962
Credit losses........................................    (4,527)     1,924     (6,571)
Equity investment results............................      (172)     8,837     (1,291)
Lease transactions...................................     7,996     (4,887)    28,269
Inventory............................................     7,019      4,313      4,791
Acquired loss carryforwards..........................     4,929         67         --
Capital losses.......................................    (4,825)       452      5,815
Note sales...........................................      (139)       (41)       105
Net operating loss carryforwards.....................        --    (62,951)   (45,478)
Other................................................   (10,753)     3,936     10,328
Prepaid expenses.....................................      (153)      (390)      (660)
                                                       --------   --------   --------
Deferred tax expense (benefit).......................  $  3,358   $(65,538)  $ 36,165
                                                       ========   ========   ========


     Temporary differences that give rise to deferred tax assets and liabilities
as of year-end 2000 and 2001 are as follows:



                                                                2000       2001
                                                              --------   --------
                                                                (IN THOUSANDS)
                                                                   
Deferred tax assets:
  Depreciation and amortization.............................  $ 57,740   $ 71,053
  Asset valuations and reserves.............................    21,772     59,983
  Associate benefits........................................    81,172    140,439
  Credit losses.............................................    24,927     30,401
  Equity investment results.................................     2,522      3,140
  Lease transactions........................................    45,208     50,163
  Inventory.................................................    26,918     34,656
  Capital losses............................................     8,152      6,972
  Note sales................................................     3,017      3,017
  Net operating loss carryforwards..........................    62,951    108,429
  Other.....................................................    25,941     30,848
  Prepaid expenses..........................................       400      1,683
                                                              --------   --------
Total deferred tax assets...................................   360,720    540,784


                                       F-14

                            FLEMING COMPANIES, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)



                                                                2000       2001
                                                              --------   --------
                                                                (IN THOUSANDS)
                                                                   
                                                              --------   --------
Deferred tax liabilities:
  Depreciation and amortization.............................    47,734    102,310
  Asset valuations and reserves.............................     5,480     31,324
  Associate benefits........................................    38,639     97,596
  Credit losses.............................................    18,162     17,064
  Equity investment results.................................     4,857      4,185
  Lease transactions........................................     1,528     34,753
  Inventory.................................................    61,757     74,285
  Capital losses............................................       320      4,954
  Note sales................................................     2,253      2,358
  Other.....................................................    12,400     27,635
  Prepaid expenses..........................................     3,277      3,900
                                                              --------   --------
Total deferred tax liabilities..............................   196,407    400,364
                                                              --------   --------
Net deferred tax asset......................................  $164,313   $140,420
                                                              ========   ========


     The change in net deferred tax asset from 2000 to 2001 is allocated $36.2
million to deferred income tax expense and $12.3 million benefit to
stockholders' equity.

     We have federal net operating loss carryforwards of approximately $215
million and state net operating loss carryforwards of approximately $393 million
that are due to expire at various times through the year 2022. We also have
charitable contribution carryforwards of approximately $2.5 million that will
begin to expire in 2005. We believe it is more likely than not that all of our
deferred tax assets will be realized.

     The effective income tax rates are different from the statutory federal
income tax rates for the following reasons:



                                                              1999   2000   2001
                                                              ----   ----   ----
                                                                   
Statutory rate..............................................  35.0%  35.0%  35.0%
State income taxes, net of federal tax benefit..............   5.1    5.4    4.9
Acquisition-related differences.............................    --   (0.5)  (0.2)
Other.......................................................  (3.1)   2.5    0.7
                                                              ----   ----   ----
Effective rate on operations................................  37.0   42.4   40.4
Impairment/restructuring and related charge (credit)........  (8.5)  (3.2)  17.0
                                                              ----   ----   ----
Effective rate after impairment/restructuring and related
  charge (credit)...........................................  28.5%  39.2%  57.4%
                                                              ====   ====   ====


                                       F-15

                            FLEMING COMPANIES, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

INVESTMENTS AND NOTES RECEIVABLE

     Investments and notes receivable consist of the following:



                                                                2000       2001
                                                              --------   --------
                                                                (IN THOUSANDS)
                                                                   
Investments in and advances to customers....................  $  7,452   $  4,506
Notes receivable from customers.............................    85,522     88,288
Other investments and receivables...........................    11,493     12,857
                                                              --------   --------
Investments and notes receivable............................  $104,467   $105,651
                                                              ========   ========


     Investments and notes receivable are shown net of reserves of $26 million
and $31 million in 2000 and 2001, respectively. Sales to customers accounted for
under the equity method were approximately $0.3 billion, $0.2 billion and $0.1
billion in 1999, 2000 and 2001, respectively. Receivables include $4 million and
$5 million in 2000 and 2001, respectively, due from customers accounted for
under the equity method.

     We extend long-term credit to certain retail customers. Loans are primarily
collateralized by inventory and fixtures. Interest rates are above prime with
terms up to 10 years.

     Impaired notes receivable (including current portion) are as follows:



                                                                2000       2001
                                                              --------   --------
                                                                (IN THOUSANDS)
                                                                   
Impaired notes with related allowances......................  $ 45,711   $ 55,377
Credit loss allowance on impaired notes.....................   (20,101)   (19,061)
Impaired notes with no related allowances...................     4,793     12,721
                                                              --------   --------
Net impaired notes receivable...............................  $ 30,403   $ 49,037
                                                              ========   ========


     Average investments in impaired notes were as follows: 1999  --  $65
million; 2000  --  $52 million; and 2001  --  $70 million.

     Activity in the allowance for credit losses is as follows:



                                                         1999       2000       2001
                                                       --------   --------   --------
                                                               (IN THOUSANDS)
                                                                    
Balance, beginning of year...........................  $ 47,232   $ 55,528   $ 59,718
Charged to costs and expenses........................    25,394     28,872     37,795
Uncollectible accounts written off, net of
  recoveries.........................................   (17,098)   (24,682)   (25,860)
                                                       --------   --------   --------
Balance, end of year.................................  $ 55,528   $ 59,718   $ 71,653
                                                       ========   ========   ========


     The ending balance of allowance for credit losses includes amounts related
to current receivables of $32 million, $34 million and $40 million for the years
1999, 2000 and 2001, respectively. We sold certain notes receivable at face
value with limited recourse in years prior to 1998. The outstanding balance at
year-end 2001 on all notes sold is $2 million, for which we are contingently
liable if the notes become uncollectible.

                                       F-16

                            FLEMING COMPANIES, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

LONG-TERM DEBT

     Long-term debt consists of the following:



                                                                 2000         2001
                                                              ----------   ----------
                                                                  (IN THOUSANDS)
                                                                     
10 1/8% senior notes due 2008...............................  $       --   $  345,870
10 5/8% senior notes due 2001...............................     300,000
10 1/2% senior subordinated notes due 2004..................     250,000      250,000
10 5/8% senior subordinated notes due 2007..................     250,000      400,000
5 1/4% convertible senior subordinated notes due 2009.......                  150,000
Revolving credit, average interest rates of 7.7% for 2000
  and 5.8% for 2001, due 2003...............................     300,000      200,000
Term loans, due 2001 to 2004, average interest rates of 7.8%
  for 2000 and 6.7% for 2001................................     154,421      118,637
Other debt (including discounts)............................      16,150       (6,713)
                                                              ----------   ----------
                                                               1,270,571    1,457,794
Less current maturities.....................................     (38,171)     (29,865)
                                                              ----------   ----------
Long-term debt..............................................  $1,232,400   $1,427,929
                                                              ==========   ==========


     Five-year maturities:  Aggregate maturities of long-term debt for the next
five years are approximately as follows: $30 million in 2002, $240 million in
2003, $299 million in 2004, $0 in 2005, and $0 in 2006.

     On March 15, 2001, we issued $355 million of 10 1/8% senior notes that
mature on March 15, 2008. Most of the net proceeds were used to redeem all of
the $300 million 10 5/8% senior notes due 2001, including an amount to cover
accrued interest and the redemption premium. In connection with this redemption,
we recognized a $3.5 million after-tax extraordinary charge from early
retirement of debt during the first quarter of 2001. The balance of the net
proceeds was used to pay down outstanding revolver loans. The new senior notes
are unsecured senior obligations, ranking the same as all other existing and
future senior indebtedness and senior in right of payment to our senior
subordinated notes. The senior notes are effectively subordinated to secured
senior indebtedness with respect to assets securing such indebtedness, including
loans under our senior secured credit facility. The 10 1/8% senior notes are
guaranteed by substantially all of our subsidiaries (see Subsidiary Guarantee of
Senior Notes and Senior Subordinated Notes below). See Derivatives below for an
explanation of the mark-to-market adjustment to record these notes at fair
value.

     On October 15, 2001, we sold an additional $150 million of our existing
10 5/8% senior subordinated notes due 2007. The proceeds were used to pay down
our revolver loans. The senior subordinated notes consist of two issues: $250
million of 10 1/2% notes due December 1, 2004 and $400 million of 10 5/8% notes
due July 31, 2007. The subordinated notes are general unsecured obligations,
subordinated in right of payment to all existing and future senior indebtedness,
and senior to or of equal rank with all of our existing and future subordinated
indebtedness.

     On March 15, 2001, we issued $150 million of 5 1/4% convertible senior
subordinated notes that mature on March 15, 2009 and have a conversion price of
$30.27 per share. The net proceeds were used to pay down outstanding revolver
loans. The convertible notes are general unsecured obligations, subordinated in
right of payment to all existing and future senior indebtedness, and rank senior
to or of equal rank with all of our existing and future subordinated
indebtedness.

     In July 1997, we developed a senior secured credit facility which consists
of a $600 million revolving credit facility, with a final maturity of July 25,
2003, and an amortizing term loan with a maturity of July 25,

                                       F-17

                            FLEMING COMPANIES, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2004. The term loan was originally $250 million but has been paid down to $119
million at December 29, 2001. Up to $300 million of the revolver may be used for
issuing letters of credit. Borrowings and letters of credit issued under the new
credit facility may be used for general corporate purposes and are secured by a
first priority security interest in the accounts receivable and inventories of
Fleming and our subsidiaries and in the capital stock or other equity interests
we own in our subsidiaries. In addition, this credit facility is guaranteed by
substantially all subsidiaries. The stated interest rate on borrowings under the
credit agreement is equal to a referenced index interest rate, normally the
London interbank offered interest rate ("LIBOR"), plus a margin. The level of
the margin is dependent on credit ratings on our senior secured bank debt.

     The credit agreement and the indentures under which other debt instruments
were issued contain customary covenants associated with similar facilities. The
credit agreement currently contains the following more significant financial
covenants: maintenance of a fixed charge coverage ratio of at least 1.7 to 1,
based on adjusted earnings, as defined, before interest, taxes, depreciation and
amortization and net rent expense and maintenance of a ratio of
inventory-plus-accounts receivable to funded bank debt (including letters of
credit) of at least 1.4 to 1. The credit agreement, senior notes and senior
subordinated notes contain a limitation on restricted payments, including
dividends, based on a formula tied to net earnings and equity issuances. Under
our most restrictive covenant, these payments are limited to $61 million at
year-end 2001. Under the credit agreement, new issues of certain kinds of debt
must have a maturity after January 2005. Covenants contained in our indentures
under which other debt instruments were issued are generally less restrictive
than those of the credit agreement. We are in compliance with all financial
covenants under the credit agreement and its indentures.

     The credit facility may be terminated in the event of a defined change of
control. Under the indentures, noteholders may require us to repurchase notes in
the event of a defined change of control coupled with a defined decline in
credit ratings.

     At year-end 2001, borrowings under the credit facility totaled $119 million
in term loans and $200 million of revolver borrowings, and $53 million of
letters of credit had been issued. Letters of credit are needed primarily for
insurance reserves associated with our normal risk management activities. To the
extent that any of these letters of credit would be drawn, payments would be
financed by borrowings under the credit agreement.

     At year-end 2001, we would have been allowed to borrow an additional $347
million under the revolving credit facility contained in the credit agreement
based on the actual borrowings and letters of credit outstanding.

     The other debt in the table above included $17 million of medium term notes
at year-end 2000. These notes were paid off during the first quarter of 2001.
The remaining balance for year-end 2000 and 2001 consists primarily of discounts
on various debt instruments.

     Weighted Average Interest Rates:  The weighted average interest rate for
total debt (including capital lease obligations) was 9.5% and 8.7% for 2000 and
2001, respectively.

                                       F-18

                            FLEMING COMPANIES, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Interest Expense:  Components of interest expense are as follows:



                                                         1999       2000       2001
                                                       --------   --------   --------
                                                               (IN THOUSANDS)
                                                                    
Interest costs incurred:
  Long-term debt.....................................  $127,271   $135,474   $134,473
  Capital lease obligations..........................    36,768     39,609     37,491
  Other..............................................     2,258      1,537      1,520
                                                       --------   --------   --------
  Total incurred.....................................   166,297    176,620    173,484
Less interest capitalized............................    (1,117)    (2,051)    (7,950)
                                                       --------   --------   --------
Interest expense.....................................  $165,180   $174,569   $165,534
                                                       ========   ========   ========


     Derivatives:  In July 2001, we entered into three interest rate swap
agreements with a combined notional amount of $200 million. The swaps were tied
to our 10 5/8% senior subordinated notes due 2007. The maturity, call dates, and
call premiums mirrored those of the notes. The swaps were designed for us to
receive a fixed rate of 10 5/8% and pay a floating rate based on a spread plus
the 3-month LIBOR. The floating rates reset quarterly beginning July 31, 2001.
We documented and designated these swaps to qualify as fair value hedges. On
October 26, 2001, we unwound all outstanding swap agreements and in turn
received $9 million in cash. Of which, $1 million was interest we earned on the
swap since the prior payment date, and the remaining $8 million was recorded as
a deferred gain that is being amortized to reduce interest expense over the
remaining life of the related subordinated notes.

     In November and December 2001, we entered into five new interest rate swap
agreements with a combined notional amount of $210 million. These swaps are tied
to our 10 1/8% senior notes due 2008. The maturity, call dates, and call
premiums mirror those of the notes. The swaps are designed for us to receive a
fixed rate of 10 1/8% and pay a floating rate based on a spread plus the 3-month
LIBOR. The floating rates reset quarterly beginning January 1, 2002. We have
documented and designated these swaps to qualify as fair value hedges. For the
year ended December 29, 2001, in accordance with Statement of Financial
Accounting Standards No. 133, the mark-to-market value of these swaps was
recorded as a long-term liability of $9 million offset by a change in fair value
to the senior subordinated notes due 2008.

     We adopted SFAS 133, Accounting for Derivative Instruments and Hedging
Activities, as amended, on December 31, 2000. In accordance with SFAS 133, on
the date we enter into a derivative contract, management designates the
derivative as a hedge of the identified exposure (fair value, cash flow, foreign
currency, or net investment in foreign operations). If a derivative does not
qualify in a hedging relationship, the derivative is recorded at fair value and
changes in its fair value are reported currently in earnings. We formally
document all relationships between hedging instruments and hedged items, as well
as our risk-management objective and strategy for undertaking various hedge
transactions.

     For all qualifying and highly effective fair value hedges, the changes in
the fair value of a derivative and the loss or gain on the hedged asset or
liability relating to the risk being hedged are recorded currently in earnings.
These amounts are recorded to interest income and provide offset of one another.
For the year ended December 29, 2001, there was no net earnings impact relating
to our active fair value hedges.

     Fair Value of Financial Instruments:  The fair value of long-term debt was
determined using valuation techniques that considered market prices for actively
traded debt, and cash flows discounted at current market rates for management's
best estimate for instruments without quoted market prices. At year-end 2001,
the fair value of the total debt (excluding capital leases) was lower than the
carrying value by $32 million, or 2.2%. The fair value was lower for two
reasons. First, the interest rates on the senior subordinated notes, which were
set in 1997, were below market levels at year-end 2001. Second, our 5 1/4%
convertible senior subordinated

                                       F-19

                            FLEMING COMPANIES, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

notes that mature on March 15, 2009 have an implied trading value based on the
price of our common stock. The market price for our stock on December 28, 2001
was below the price used to determine the bond conversion price, causing the
bonds to trade at a discount.

     The fair value of notes receivable is comparable to the carrying value
because of the variable interest rates charged on certain notes and because of
the allowance for credit losses.

     Subsidiary Guarantee of Senior Notes and Senior Subordinated Notes:  The
senior notes, convertible senior subordinated notes, and senior subordinated
notes are guaranteed by substantially all of Fleming's wholly-owned direct and
indirect subsidiaries. The guarantees are joint and several, full, complete and
unconditional. There are currently no restrictions on the ability of the
subsidiary guarantors to transfer funds to Fleming (the parent) in the form of
cash dividends, loans or advances.

                                       F-20


     The following condensed consolidating financial information depicts, in
separate columns, the parent company, those subsidiaries which are guarantors,
those subsidiaries which are non-guarantors, elimination adjustments and the
consolidated total. The financial information may not necessarily be indicative
of the results of operations or financial position had the subsidiaries been
operated as independent entities.

               CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION
                               DECEMBER 30, 2000



                                        PARENT                     NON-
                                       COMPANY     GUARANTORS   GUARANTORS   ELIMINATIONS   CONSOLIDATED
                                      ----------   ----------   ----------   ------------   ------------
                                                                (IN THOUSANDS)
                                                                             
                                                 ASSETS
Current assets:
  Cash and cash equivalents.........  $   22,487    $  6,753     $ 1,140      $      --      $   30,380
  Receivables, net..................     406,203     101,884         958             --         509,045
  Inventories.......................     635,227     192,499       3,539             --         831,265
  Other current assets..............     247,400       4,943          40             --         252,383
                                      ----------    --------     -------      ---------      ----------
       Total current assets.........   1,311,317     306,079       5,677             --       1,623,073
Investment in subsidiaries..........      65,475       5,356          --        (70,831)             --
Intercompany receivables............     372,356          --          --       (372,356)             --
Property and equipment, net.........     481,360     285,117       7,019             --         773,496
Goodwill, net.......................     411,094     129,440       3,785             --         544,319
Other assets........................     405,969      42,918      13,036             --         461,923
                                      ----------    --------     -------      ---------      ----------
                                      $3,047,571    $768,910     $29,517      $(443,187)     $3,402,811
                                      ==========    ========     =======      =========      ==========

                                    LIABILITIES AND EQUITY (DEFICIT)
Current liabilities:
  Accounts payable..................  $  821,407    $120,145     $ 1,727      $      --      $  943,279
  Intercompany payables.............          --     339,688      32,668       (372,356)             --
  Other current liabilities.........     244,524      43,275       1,310             --         289,109
                                      ----------    --------     -------      ---------      ----------
     Total current liabilities......   1,065,931     503,108      35,705       (372,356)      1,232,388
Obligations under capital leases....     214,611     162,628          --             --         377,239
Long-term debt and other
  liabilities.......................   1,339,837      26,096          59             --       1,365,992
Equity (deficit)....................     427,192      77,078      (6,247)       (70,831)        427,192
                                      ----------    --------     -------      ---------      ----------
                                      $3,047,571    $768,910     $29,517      $(443,187)     $3,402,811
                                      ==========    ========     =======      =========      ==========


                                       F-21

        CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION -- (CONTINUED)

                               DECEMBER 29, 2001



                                        PARENT                     NON-
                                       COMPANY     GUARANTORS   GUARANTORS   ELIMINATIONS   CONSOLIDATED
                                      ----------   ----------   ----------   ------------   ------------
                                                                (IN THOUSANDS)
                                                                             
                                                 ASSETS
Current assets:
  Cash and cash equivalents.........  $   10,175    $  6,876     $   274      $      --      $   17,325
  Receivables, net..................     483,007     105,250          12             --         588,269
  Inventories.......................     816,309     198,386          --             --       1,014,695
  Other current assets..............     114,733       4,950          99             --         119,782
                                      ----------    --------     -------      ---------      ----------
       Total current assets.........   1,424,224     315,462         385             --       1,740,071
Investment in subsidiaries..........      93,241       5,356          --        (98,597)             --
Intercompany receivables............     470,545          --          --       (470,545)             --
Property and equipment, net.........     622,647     287,826       9,182             --         919,655
Goodwill, net.......................     401,180     153,010          --             --         554,190
Other assets........................     379,503      47,861      13,413             --         440,777
                                      ----------    --------     -------      ---------      ----------
                                      $3,391,340    $809,515     $22,980      $(569,142)     $3,654,693
                                      ==========    ========     =======      =========      ==========

                                    LIABILITIES AND EQUITY (DEFICIT)
Current liabilities:
  Accounts payable..................  $  861,445    $109,311     $ 1,035      $      --      $  971,791
  Intercompany payables.............          --     443,066      27,479       (470,545)             --
  Other current liabilities.........     264,743      27,880         713             --         293,336
                                      ----------    --------     -------      ---------      ----------
       Total current liabilities....   1,126,188     580,257      29,227       (470,545)      1,265,127
Obligations under capital leases....     213,293     118,543          --             --         331,836
Long-term debt and other
  liabilities.......................   1,553,640       5,871          --             --       1,559,511
Equity (deficit)....................     498,219     104,844      (6,247)       (98,597)        498,219
                                      ----------    --------     -------      ---------      ----------
                                      $3,391,340    $809,515     $22,980      $(569,142)     $3,654,693
                                      ==========    ========     =======      =========      ==========


                                       F-22


            CONDENSED CONSOLIDATING OPERATING STATEMENT INFORMATION



                                                   52 WEEKS ENDED DECEMBER 25, 1999
                                  -------------------------------------------------------------------
                                    PARENT                      NON-
                                    COMPANY     GUARANTORS   GUARANTORS   ELIMINATIONS   CONSOLIDATED
                                  -----------   ----------   ----------   ------------   ------------
                                                            (IN THOUSANDS)
                                                                          
Net sales.......................  $13,624,272   $1,043,109    $141,700     $(537,045)    $14,272,036
Costs and expenses:
  Cost of sales.................   12,434,048      821,782     116,084      (537,045)     12,834,869
  Selling and administrative....    1,012,393      224,572      24,666            --       1,261,631
  Other.........................      112,593       19,400       3,112            --         135,105
  Impairment/restructuring
     charge.....................      101,058        1,954          --            --         103,012
  Equity loss from
     subsidiaries...............       16,896           --          --       (16,896)             --
                                  -----------   ----------    --------     ---------     -----------
     Total costs and expenses...   13,676,988    1,067,708     143,862      (553,941)     14,334,617
                                  -----------   ----------    --------     ---------     -----------
Loss before taxes...............      (52,716)     (24,599)     (2,162)       16,896         (62,581)
Taxes on loss...................       (7,988)      (8,949)       (916)           --         (17,853)
                                  -----------   ----------    --------     ---------     -----------
Net loss........................  $   (44,728)  $  (15,650)   $ (1,246)    $  16,896     $   (44,728)
                                  ===========   ==========    ========     =========     ===========




                                                  53 WEEKS ENDED DECEMBER 30, 2000
                                 -------------------------------------------------------------------
                                   PARENT                      NON-
                                   COMPANY     GUARANTORS   GUARANTORS   ELIMINATIONS   CONSOLIDATED
                                 -----------   ----------   ----------   ------------   ------------
                                                           (IN THOUSANDS)
                                                                         
Net sales......................  $12,013,293   $3,768,333    $70,022     $(1,407,833)   $14,443,815
Costs and expenses:
  Cost of sales................   11,349,595    3,102,660     52,493      (1,407,833)    13,096,915
  Selling and administrative...      575,408      591,144     18,451              --      1,185,003
  Other........................      100,721       46,796      2,424              --        149,941
  Impairment/restructuring
     charge....................      155,813       56,971         61              --        212,845
  Equity loss from
     subsidiaries..............       20,108           --         --         (20,108)            --
                                 -----------   ----------    -------     -----------    -----------
     Total costs and
       expenses................   12,201,645    3,797,571     73,429      (1,427,941)    14,644,704
                                 -----------   ----------    -------     -----------    -----------
Loss before taxes..............     (188,352)     (29,238)    (3,407)         20,108       (200,889)
Taxes on loss..................      (66,210)     (11,095)    (1,442)             --        (78,747)
                                 -----------   ----------    -------     -----------    -----------
Net loss.......................  $  (122,142)  $  (18,143)   $(1,965)    $    20,108    $  (122,142)
                                 ===========   ==========    =======     ===========    ===========


                                       F-23

    CONDENSED CONSOLIDATING OPERATING STATEMENT INFORMATION  --  (CONTINUED)



                                                  52 WEEKS ENDED DECEMBER 29, 2001
                                 -------------------------------------------------------------------
                                   PARENT                      NON-
                                   COMPANY     GUARANTORS   GUARANTORS   ELIMINATIONS   CONSOLIDATED
                                 -----------   ----------   ----------   ------------   ------------
                                                           (IN THOUSANDS)
                                                                         
Net sales......................  $13,098,853   $3,625,313    $49,873     $(1,146,295)   $15,627,744
Costs and expenses:
  Cost of sales................   12,451,554    3,096,974     35,608      (1,146,295)    14,437,841
  Selling and administrative...      442,511      501,579     16,500              --        960,590
  Other........................      146,641       45,570     (2,102)             --        190,109
  Impairment/restructuring
     charge....................        8,513      (32,108)        --              --        (23,595)
  Equity income from
     subsidiaries..............       (7,667)          --         --           7,667             --
                                 -----------   ----------    -------     -----------    -----------
     Total costs and
       expenses................   13,041,552    3,612,015     50,006      (1,138,628)    15,564,945
                                 -----------   ----------    -------     -----------    -----------
Income (loss) before taxes.....       57,301       13,298       (133)         (7,667)        62,799
Taxes on income (loss).........       30,524        5,553        (55)             --         36,022
                                 -----------   ----------    -------     -----------    -----------
Income (loss) before
  extraordinary charge.........  $    26,777   $    7,745    $   (78)    $    (7,667)   $    26,777
                                 ===========   ==========    =======     ===========    ===========


                                       F-24


                 CONDENSED CONSOLIDATING CASH FLOW INFORMATION



                                                      52 WEEKS ENDED DECEMBER 25, 1999
                                      -----------------------------------------------------------------
                                       PARENT                     NON-
                                       COMPANY    GUARANTORS   GUARANTORS   ELIMINATIONS   CONSOLIDATED
                                      ---------   ----------   ----------   ------------   ------------
                                                               (IN THOUSANDS)
                                                                            
Net cash provided by operating
  activities........................  $  86,780    $25,659       $5,178        $  --         $117,617
                                      ---------    -------       ------        -----         --------
Cash flows from investing
  activities:
  Purchases of property and
     equipment......................   (121,414)   (42,482)      (2,443)          --         (166,339)
  Other.............................    (51,214)     4,209           --           --          (47,005)
                                      ---------    -------       ------        -----         --------
Net cash used in investing
  activities........................   (172,628)   (38,273)      (2,443)          --         (213,344)
                                      ---------    -------       ------        -----         --------
Cash flows from financing
  activities:
  Repayments on capital lease
     obligations....................    (18,101)    (3,112)        (320)          --          (21,533)
  Advances (to) from parent.........    (76,668)    78,853       (2,185)          --               --
  Other.............................    117,976         --           --           --          117,976
                                      ---------    -------       ------        -----         --------
Net cash provided by (used in)
  financing activities..............     23,207     75,741       (2,505)          --           96,443
                                      ---------    -------       ------        -----         --------
Net increase (decrease) in cash and
  cash equivalents..................    (62,641)    63,127          230           --              716
Cash and cash equivalents at
  beginning of year.................      7,838     (1,820)         (51)          --            5,967
                                      ---------    -------       ------        -----         --------
Cash and cash equivalents at end of
  year..............................  $ (54,803)   $61,307       $  179        $  --         $  6,683
                                      =========    =======       ======        =====         ========




                                                       53 WEEKS ENDED DECEMBER 30, 2000
                                       ----------------------------------------------------------------
                                        PARENT                    NON-
                                       COMPANY    GUARANTORS   GUARANTORS   ELIMINATIONS   CONSOLIDATED
                                       --------   ----------   ----------   ------------   ------------
                                                                (IN THOUSANDS)
                                                                            
Net cash provided by operating
  activities.........................  $ 40,039    $ 86,008     $    598       $  --        $ 126,645
                                       --------    --------     --------       -----        ---------
Cash flows from investing activities:
  Purchases of property and
     equipment.......................   (75,354)    (60,221)     (15,262)         --         (150,837)
  Other..............................   101,247       1,686           --          --          102,933
                                       --------    --------     --------       -----        ---------
Net cash provided by (used in)
  investing activities...............    25,893     (58,535)     (15,262)         --          (47,904)
                                       --------    --------     --------       -----        ---------
Cash flows from financing activities:
  Repayments on capital lease
     obligations.....................   (15,398)     (5,490)          --          --          (20,888)
  Advances (to) from parent..........    60,912     (76,537)      15,625          --               --
  Other..............................   (34,156)         --           --          --          (34,156)
                                       --------    --------     --------       -----        ---------
Net cash provided by (used in)
  financing activities...............    11,358     (82,027)      15,625          --          (55,044)
                                       --------    --------     --------       -----        ---------
Net increase (decrease) in cash and
  cash equivalents...................    77,290     (54,554)         961          --           23,697
Cash and cash equivalents at
  beginning of year..................   (54,803)     61,307          179          --            6,683
                                       --------    --------     --------       -----        ---------
Cash and cash equivalents at end of
  year...............................  $ 22,487    $  6,753     $  1,140       $  --        $  30,380
                                       ========    ========     ========       =====        =========


                                       F-25

          CONDENSED CONSOLIDATING CASH FLOW INFORMATION -- (CONTINUED)



                                                      52 WEEKS ENDED DECEMBER 29, 2001
                                      -----------------------------------------------------------------
                                       PARENT                     NON-
                                       COMPANY    GUARANTORS   GUARANTORS   ELIMINATIONS   CONSOLIDATED
                                      ---------   ----------   ----------   ------------   ------------
                                                               (IN THOUSANDS)
                                                                            
Net cash provided by (used in)
  operating activities..............  $  22,909    $(56,131)    $ 3,077        $  --        $ (30,145)
                                      ---------    --------     -------        -----        ---------
Cash flows from investing
  activities:
  Purchases of property and
     equipment......................   (140,503)    (89,780)     (8,130)          --         (238,413)
  Other.............................     42,224       4,350          80           --           46,654
                                      ---------    --------     -------        -----        ---------
Net cash used in investing
  activities........................    (98,279)    (85,430)     (8,050)          --         (191,759)
                                      ---------    --------     -------        -----        ---------
Cash flows from financing
  activities:
  Repayments on capital lease
     obligations....................    (11,798)     (9,105)         --           --          (20,903)
  Advances (to) from parent.........   (154,896)    150,789       4,107           --               --
  Other.............................    229,752          --          --           --          229,752
                                      ---------    --------     -------        -----        ---------
Net cash provided by financing
  activities........................     63,058     141,684       4,107           --          208,849
                                      ---------    --------     -------        -----        ---------
Net increase (decrease) in cash and
  cash equivalents..................    (12,312)        123        (866)          --          (13,055)
Cash and cash equivalents at
  beginning of year.................     22,487       6,753       1,140           --           30,380
                                      ---------    --------     -------        -----        ---------
Cash and cash equivalents at end of
  year..............................  $  10,175    $  6,876     $   274        $  --        $  17,325
                                      =========    ========     =======        =====        =========


                                       F-26


LEASE AGREEMENTS

     Capital And Operating Leases:  We lease certain distribution facilities
with terms generally ranging from 20 to 35 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 each.

     We lease company-owned store facilities with terms generally ranging from
15 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 four renewal options of two to five years each. Certain
equipment is leased under agreements ranging from two to eight years with no
renewal options.

     Accumulated amortization related to leased assets under capital leases was
$38 million at year-end 2000 and 2001.

     Future minimum lease payment obligations for leased assets under capital
leases as of year-end 2001 are set forth below:



                                                                  LEASE
YEARS                                                          OBLIGATIONS
- -----                                                         --------------
                                                              (IN THOUSANDS)
                                                           
2002........................................................     $ 32,631
2003........................................................       32,537
2004........................................................       32,304
2005........................................................       32,610
2006........................................................       30,139
Later.......................................................      103,426
                                                                 --------
Total minimum lease payments................................      263,647
Less estimated executory costs..............................      (33,502)
                                                                 --------
Net minimum lease payments..................................      230,145
Less interest...............................................      (48,740)
                                                                 --------
Present value of net minimum lease payments.................      181,405
Less current obligations....................................       (8,994)
                                                                 --------
Long-term obligations.......................................     $172,411
                                                                 ========


     Direct Financing Leases:  We lease retail store facilities with terms
generally ranging from 15 to 20 years which are subsequently subleased to
customers. Most leases provide for a percentage rental based on sales
performance in excess of specified minimum rentals. The leases usually contain
provisions for one to four renewal options of five years each. The sublease to
the customer is normally for an initial five-year term with automatic five-year
renewals at our discretion, which corresponds to the length of the initial term
of the prime lease.

                                       F-27


     The following table shows the future minimum rentals receivable under
direct financing leases and future minimum lease payment obligations under
capital leases in effect at year-end 2001:



                                                              LEASE RENTALS      LEASE
YEARS                                                          RECEIVABLE     OBLIGATIONS
- -----                                                         -------------   -----------
                                                                    (IN THOUSANDS)
                                                                        
2002........................................................    $ 27,630       $ 29,214
2003........................................................      20,825         28,256
2004........................................................      17,704         27,438
2005........................................................      15,185         26,913
2006........................................................      13,762         24,998
Later.......................................................      41,885         83,356
                                                                --------       --------
Total minimum lease payments................................     136,991        220,175
Less estimated executory costs..............................     (11,345)       (14,884)
                                                                --------       --------
Net minimum lease payments..................................     125,646        205,291
Less interest...............................................     (30,500)       (33,450)
                                                                --------       --------
Present value of net minimum lease payments.................      95,146        171,841
Less current portion........................................     (12,028)       (12,416)
                                                                --------       --------
Long-term portion...........................................    $ 83,118       $159,425
                                                                ========       ========


     The following table shows the composition of annual net rental expense
under noncancelable operating leases and subleases with initial terms of one
year or greater:



                                                         1999       2000       2001
                                                       --------   --------   --------
                                                               (IN THOUSANDS)
                                                                    
Operating activity:
  Rental expense.....................................  $112,530   $ 90,018   $ 75,765
  Contingent rentals.................................     1,329        902        392
  Less sublease income...............................    (9,868)    (9,014)    (5,233)
                                                       --------   --------   --------
                                                        103,991     81,906     70,924
                                                       --------   --------   --------
Financing activity:
  Rental expense.....................................    47,337     54,847     63,524
  Less sublease income...............................   (68,442)   (66,757)   (80,041)
                                                       --------   --------   --------
                                                        (21,105)   (11,910)   (16,517)
                                                       --------   --------   --------
Net rental expense...................................  $ 82,886   $ 69,996   $ 54,407
                                                       ========   ========   ========


     We reflect net financing activity, as shown above, as a component of net
sales.

                                       F-28


     Future minimum lease payments required at year-end 2001 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)
                                                                    
2002......................................  $151,237   $ (78,435)    $12,271    $ 85,073
2003......................................   135,470     (67,580)      6,651      74,541
2004......................................   121,137     (56,004)      3,647      68,780
2005......................................   108,084     (50,617)      1,841      59,308
2006......................................    91,644     (43,125)      1,236      49,755
Later.....................................   259,093    (115,048)         --     144,045
                                            --------   ---------     -------    --------
Total lease payments......................  $866,665   $(410,809)    $25,646    $481,502
                                            ========   =========     =======    ========


     Contingent rental income and contingent rental expense are not material.

SHAREHOLDERS' EQUITY

     Fleming offers a Dividend Reinvestment and Stock Purchase Plan which
provides 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. Such programs resulted in issuing 31,000 and 17,000 new shares
in 2000 and 2001, respectively.

     We primarily issue shares of restricted stock to key employees under plans
approved by the stockholders. Periods of restriction and/or performance goals
are established for each award.

     The fair value of the restricted stock at the time of the grant is recorded
as unearned compensation -- restricted stock which is netted against capital in
excess of par within shareholders' equity. Compensation is amortized to expense
when earned. At year-end 2001, 289,546 shares remained available for award under
all plans. Subsequent to year-end, approximately 5,000 shares were granted.

     Information regarding restricted stock balances is as follows (in
thousands):



                                                               2000     2001
                                                              ------   ------
                                                                 
Awarded restricted shares outstanding.......................     746      637
                                                              ======   ======
Unearned compensation -- restricted stock...................  $1,232   $2,893
                                                              ======   ======


     We may grant stock options to key employees through stock option plans,
providing for the grant of incentive stock options and non-qualified stock
options. The stock options have a maximum term of 10 years and have time and/or
performance based vesting requirements. At year-end 2001, there were
approximately 274,325 shares available for grant under the unrestricted stock
option plans. Subsequent to year-end, approximately 7,000 stock options were
granted.

     To induce two senior executive officers to join Fleming as associates, we
granted an aggregate of 200,000 nonqualified stock options in 2001 and 100,000
nonqualified stock options subsequent to 2001. These options are not granted
pursuant to a shareholder-approved plan, but the terms of the options are
comparable to award agreements issued under our shareholder-approved plans.

                                       F-29


     Stock option transactions for the three years ended December 29, 2001 are
as follows:



                                                          WEIGHTED AVERAGE
                                                 SHARES    EXERCISE PRICE     PRICE RANGE
                                                 ------   ----------------   --------------
                                                           (SHARES IN THOUSANDS)
                                                                    
Outstanding, year-end 1998.....................  2,410         $19.35        $ 9.72 - 38.38
  Granted......................................  2,339           9.80        $ 7.53 - 12.25
  Canceled and forfeited.......................   (968)         16.53        $ 7.53 - 38.38
                                                 -----         ------        --------------
Outstanding, year-end 1999.....................  3,781         $14.19        $ 7.53 - 38.38
  Granted......................................  1,586          12.79        $ 8.94 - 17.22
  Exercised....................................    (59)          9.69        $ 7.53 - 11.72
  Canceled and forfeited.......................   (897)         18.13        $ 7.53 - 37.06
                                                 -----         ------        --------------
Outstanding, year-end 2000.....................  4,411         $12.94        $ 7.53 - 38.38
  Granted......................................  2,135          23.80        $11.22 - 35.98
  Exercised....................................   (695)         13.96        $ 7.53 - 24.94
  Canceled and forfeited.......................   (753)         15.11        $ 7.53 - 28.38
                                                 -----         ------        --------------
Outstanding, year-end 2001.....................  5,098         $17.04        $ 7.53 - 38.38
                                                 =====         ======        ==============


     Information regarding options outstanding at year-end 2001 is as follows:



                                                                  ALL        CURRENTLY
                                                              OUTSTANDING   EXERCISABLE
                                                                OPTIONS       OPTIONS
                                                              -----------   -----------
                                                                (SHARES IN THOUSANDS)
                                                                      
Option price $28.38 - $35.98:
  Number of options.........................................       137             2
  Weighted average exercise price...........................     31.22         28.38
  Weighted average remaining life in years..................         9            --
Option price $19.55 - $26.46:
  Number of options.........................................     2,227           126
  Weighted average exercise price...........................     23.53         24.33
  Weighted average remaining life in years..................         9            --
Option price $7.53 - $17.50:
  Number of options.........................................     2,733         1,299
  Weighted average exercise price...........................     11.03         10.70
  Weighted average remaining life in years..................         8            --


     In the event of a change of control, all awards will vest immediately.

                                       F-30


     We apply APB Opinion No. 25 -- Accounting for Stock Issued to Employees,
and related Interpretations in accounting for our plans. Total compensation cost
recognized in income for stock based employee compensation awards was $1.4
million, $3.2 million and $5.1 million for 1999, 2000 and 2001, respectively. If
compensation cost had been recognized for the stock-based compensation plans
based on fair values of the awards at the grant dates consistent with the method
of SFAS No. 123 -- Accounting for Stock-Based Compensation, reported net
earnings (loss) and earnings (loss) per share would have been $(46.6) million
and $(1.22) for 1999, $(124.7) million and $(3.22) for 2000, and $21.8 million
and $.51 for 2001, respectively. The weighted average fair value on the date of
grant of the individual options granted during 1999, 2000 and 2001 was estimated
at $5.08, $7.90 and $12.93, respectively.

     Significant assumptions used to estimate the fair values of awards using
the Black-Scholes option-pricing model with the following weighted average
assumptions for 1999, 2000 and 2001 are: risk-free interest rate -- 3.62% to
6.83%; expected lives of options -- 10 years; expected volatility -- 30% to 50%;
and expected dividend yield of 0.2% to 0.9%.

     In 2001, we issued a warrant for the purchase of additional common stock in
connection with a private placement sale. The warrant represents the right to
purchase up to $50 million worth of additional shares of our common stock, based
on a per share exercise price equal to the average closing price of our common
stock on the New York Stock Exchange for the 30 consecutive trading days
immediately preceding the applicable exercise date. The warrant expires on March
22, 2002 and has been included in our diluted weighted average shares
calculation.

ASSOCIATE RETIREMENT PLANS AND POSTRETIREMENT BENEFITS

     Fleming sponsors pension and postretirement benefit plans for substantially
all non-union and some union associates.

     Benefit calculations for our 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. We fund these plans by
contributing the actuarially computed amounts that meet funding requirements.
Substantially all the plans' assets are invested in listed securities,
short-term investments, bonds and real estate.

     We also have unfunded nonqualified supplemental retirement plans for
selected associates.

     We offer 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.

     The following table provides a reconciliation of benefit obligations, plan
assets and funded status of the plans mentioned above.



                                                                            OTHER
                                              PENSION BENEFITS     POSTRETIREMENT BENEFITS
                                            --------------------   -----------------------
                                              2000       2001         2000         2001
                                            --------   ---------   ----------   ----------
                                                            (IN THOUSANDS)
                                                                    
Change in benefit obligation:
Balance at beginning of year..............  $375,603   $ 405,404    $ 15,213     $ 13,093
Service cost..............................     9,940       9,021         124          114
Interest cost.............................    28,924      30,400         964          877
Plan participants' contributions..........        --          --         773          889
Actuarial gain/loss.......................    20,118       6,075         604        1,516
Amendments................................        --         224          --           --
Benefits paid.............................   (29,181)    (29,830)     (4,585)      (4,577)
                                            --------   ---------    --------     --------
Balance at end of year....................  $405,404   $ 421,294    $ 13,093     $ 11,912


                                       F-31




                                                                            OTHER
                                              PENSION BENEFITS     POSTRETIREMENT BENEFITS
                                            --------------------   -----------------------
                                              2000       2001         2000         2001
                                            --------   ---------   ----------   ----------
                                                            (IN THOUSANDS)
                                                                    
                                            ========   =========    ========     ========
Change in plan assets:
Fair value at beginning of year...........  $331,862   $ 320,248    $     --     $     --
Actual return on assets...................   (10,968)     (6,365)         --           --
Employer contribution.....................    28,535      24,448       4,585        4,577
Benefits paid.............................   (29,181)    (29,830)     (4,585)      (4,577)
                                            --------   ---------    --------     --------
Fair value at end of year.................  $320,248   $ 308,501    $     --     $     --
                                            ========   =========    ========     ========
Funded status.............................  $(85,156)  $(112,793)   $(13,093)    $(11,912)
Unrecognized actuarial loss...............   109,585     139,984       5,937        7,104
Unrecognized prior service cost...........       899         912          --           --
Unrecognized net transition asset.........       (53)         60          --           --
                                            --------   ---------    --------     --------
Net amount recognized.....................  $ 25,275   $  28,163    $ (7,156)    $ (4,808)
                                            ========   =========    ========     ========
Amounts recognized in the consolidated
  balance sheet:
Prepaid benefit cost......................  $  8,302   $   9,331    $     --     $     --
Accrued benefit liability.................   (52,181)    (81,039)     (7,156)      (4,808)
Intangible asset..........................       773         812          --           --
Accumulated other comprehensive income....    68,381      99,059          --           --
                                            --------   ---------    --------     --------
Net amount recognized.....................  $ 25,275   $  28,163    $ (7,156)    $ (4,808)
                                            ========   =========    ========     ========


     The following assumptions were used for the plans mentioned above.



                                                                                OTHER
                                                               PENSION     POSTRETIREMENT
                                                              BENEFITS        BENEFITS
                                                             -----------   ---------------
                                                             2000   2001    2000     2001
                                                             ----   ----   ------   ------
                                                                        
Discount rate..............................................  7.50%  7.50%   7.50%    7.50%
Expected return on plan assets.............................  9.00%  9.00%     --       --
Rate of compensation increase..............................  4.50%  4.00%     --       --


     Net periodic pension and other postretirement benefit costs include the
following components:



                                                                                OTHER
                                             PENSION BENEFITS          POSTRETIREMENT BENEFITS
                                      ------------------------------   ------------------------
                                        1999       2000       2001      1999     2000     2001
                                      --------   --------   --------   ------   ------   ------
                                                           (IN THOUSANDS)
                                                                       
Service cost........................  $ 14,163   $  9,940   $  9,021   $  177   $  124   $  113
Interest cost.......................    26,511     28,924     30,400    1,020      964      877
Expected return on plan assets......   (29,257)   (29,527)   (28,259)      --       --       --
Amortization of actuarial loss......    11,134      4,429     10,301      222      231      349
Amortization of prior service
  cost..............................       291        292        210       --       --       --
Amortization of net transition
  asset.............................      (268)      (268)      (113)      --       --       --
                                      --------   --------   --------   ------   ------   ------
Net periodic benefit cost...........  $ 22,574   $ 13,790   $ 21,560   $1,419   $1,319   $1,339
                                      ========   ========   ========   ======   ======   ======


     The projected benefit obligation, accumulated benefit obligation, and fair
value of plan assets for the pension plans with accumulated benefit obligations
in excess of plan assets were $405 million, $370 million,

                                       F-32


and $320 million, respectively, as of December 30, 2000, and $421 million, $387
million and $309 million, respectively, as of December 29, 2001.

     For measurement purposes in 2000 and 2001, a 9.0% annual rate of increase
in the per capita cost of covered medical care benefits was assumed. For the
year 2000, the rate was assumed to remain constant for both the measurement year
and following year, then grade down by 0.5% per year until reaching 5.0%, then
remain constant thereafter. For the 2000 and 2001 measurement years, the
ultimate trend rate was realized at the year 2009.

     The effect of a one-percentage point increase in assumed medical cost trend
rates would have increased the accumulated postretirement benefit obligation as
of December 31, 2001 from $11.9 to $12.6 million, and increased the total of the
service cost and interest cost components of the net periodic cost from $0.99
million to $1.04 million. The effect of a one-percentage point decrease in
assumed medical cost trend rates would have decreased the accumulated
postretirement benefit obligation as of December 31, 2001 from $11.9 to $11.3
million, and decreased the total of the service cost and interest cost
components of the net periodic cost from $0.99 million to $0.95 million.

     In some of the retail operations, contributory profit sharing plans were
maintained for associates who meet certain types of employment and length of
service requirements. These plans were discontinued at the beginning of 2000.
Contributions under these defined contribution plans were made at the discretion
of the Board of Directors and totaled $3 million in 1999.

     Beginning in 2000, we changed our benefit plans to offer a matching 401(k)
plan to associates in addition to the pension plan previously offered. The
pension plan was continued, but with a reduced benefit formula. The new plan was
also offered to an increased number of associates. Under the plan, we annually
commit to a minimum funding into the plan, match 100% of the first 2% of the
employee's contribution, and match 25% of the next 4% of the employee's
contribution for a maximum match contribution of 3% of the employee's base
salary.

     At the end of 2001, associates participating in the Fleming Pension Plan
were given a one-time choice between two retirement programs. Option one offered
the current retirement program, where employees continue to earn benefits in the
Fleming Pension Plan and have the Fleming Matching Contribution in the 401(k)
Plan. Option two offered a new retirement program where the employees' pension
benefit is frozen as of the end of 2001, begin receiving a Fleming Retirement
Contribution to the 401(k) Plan, and continue to receive the Fleming Matching
Contribution to the 401(k) Plan. The future benefits between option one and
option two will vary among associates based on pay, current and future service
with Fleming, participation rate in the 401(k) Plan, and age. Balances at
retirement may be different depending on future service with Fleming, pay
increases, and investment returns. Associates hired after December 1, 2000
automatically receive option two, thus, there will be no new associates
participating in the Fleming Pension Plan.

     Certain associates have pension and health care benefits provided under
collectively bargained multi-employer agreements. Expenses for these benefits
were $77 million, $76 million and $60 million for 1999, 2000 and 2001,
respectively.

                                       F-33


SUPPLEMENTAL CASH FLOWS INFORMATION



                                                         1999       2000       2001
                                                       --------   --------   --------
                                                               (IN THOUSANDS)
                                                                    
Acquisitions:
  Fair value of assets acquired......................  $ 78,607   $ 18,529   $141,143
  Less:
  Liabilities assumed or created.....................        --     11,181     19,512
  Cash acquired......................................       167         28        258
                                                       --------   --------   --------
     Cash paid, net of cash acquired.................  $ 78,440   $  7,320   $121,373
                                                       ========   ========   ========
Cash paid during the year for:
  Interest, net of amounts capitalized...............  $165,676   $175,246   $149,332
                                                       ========   ========   ========
  Income taxes, net of refunds.......................  $ 14,863   $(71,529)  $(18,378)
                                                       ========   ========   ========
Property and equipment additions by capital leases...  $ 45,220   $ 47,010   $ 14,721
                                                       ========   ========   ========


CONTINGENCIES

     In accordance with applicable accounting standards, we record a charge
reflecting contingent liabilities when we determine that a material loss is
"probable" and either "quantifiable" or "reasonably estimable." Additionally, we
disclose material loss contingencies when the likelihood of a material loss is
deemed to be greater than "remote" but less than "probable." Set forth below is
information regarding certain material litigation loss contingencies that were
settled in 2001.

     Stockholder Class Action Suit.  In February 2000, the court dismissed the
plaintiffs' amended complaint with prejudice and in September 2001 the Tenth
Circuit affirmed the district court decision. In October 2001, the Tenth Circuit
denied the plaintiffs' petition for a full bench rehearing. The plaintiffs did
not request a review of the judgment of the lower courts to the United States
Supreme Court. As a result, all appeals by the plaintiffs are exhausted and the
judgment of the courts, as outlined above, will stand unchanged.

     Noteholder Class Action Suit.  On May 25, 2001, the noteholder plaintiffs
and we executed a settlement agreement and such settlement became final on
September 5, 2001. The settlement agreement includes a full release of Fleming
from liability to the plaintiffs in this case and Fleming and its insurer paid
$2.5 million.

     Don's United Super (and related cases).  On September 6, 2001, the parties
executed a settlement agreement in the Don's United Super, Coddington
Enterprises, Inc., J&A Foods, Inc., R&D Foods, Inc., and Robandee United Super,
Inc.  cases. The settlement agreement includes a full release of Fleming from
liability to the plaintiffs in these cases and we recorded a $21 million
after-tax charge in the second quarter of 2001 to reflect the total estimated
cost of the settlement and other related expenses.

     Storehouse Markets.  On July 9, 2001, the parties executed a settlement
agreement that was subsequently approved by the court on September 10, 2001. The
settlement agreement resolved all claims between the parties in exchange for a
total payment of $16 million by us and our insurer.

     Welsh.  On December 31, 2001, the parties executed a settlement agreement
that resolved all claims in this case between the parties. Fleming is not
required to pay any amounts to the plaintiffs pursuant to this settlement.

     In the ordinary course of our business, various legal actions, governmental
proceedings and other claims are pending or threatened or may be instituted or
asserted in the future against Fleming and its subsidiaries. For some of these
matters, Fleming has indemnifications from its vendors. Litigation is subject to
many uncertainties, the outcome of individual litigated matters is not
predictable with assurance, and it is reasonably possible that some of the
matters could be decided unfavorably to Fleming or the subsidiary involved.
Although the amount of liability, if any, at December 29, 2001 with respect to
these matters cannot be ascertained, Fleming believes that any resulting
liability should not materially affect the consolidated financial position or
results of operations for Fleming and its subsidiaries.

                                       F-34


                          INDEPENDENT AUDITORS' REPORT

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 30, 2000 and December 29, 2001,
and the related consolidated statements of operations, cash flows, and
shareholders' equity for each of the three years in the period ended December
29, 2001. 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 auditing standards generally
accepted in the United States of America. 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 consolidated financial position of Fleming Companies,
Inc. and subsidiaries at December 30, 2000, and December 29, 2001, and the
results of their operations and their cash flows for each of the three years in
the period ended December 29, 2001, in conformity with accounting principles
generally accepted in the United States of America.

                                          DELOITTE & TOUCHE LLP

Dallas, Texas
February 13, 2002

                                       F-35


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                                 (FLEMING LOGO)

                            FLEMING COMPANIES, INC.

                  OFFER TO EXCHANGE UP TO $400,000,000 OF ITS
              10-5/8% SERIES D SENIOR SUBORDINATED NOTES DUE 2007,
              WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT,
                                   FOR UP TO
                $250,000,000 OF ITS OUTSTANDING 10-5/8% SERIES B
                       SENIOR SUBORDINATED NOTES DUE 2007
                                   AND UP TO
                $150,000,000 OF ITS OUTSTANDING 10-5/8% SERIES C
                       SENIOR SUBORDINATED NOTES DUE 2007

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

                                   PROSPECTUS
                           -------------------------

                                 March 15, 2002
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