EXHIBIT 99.1
XXXXXXX AND C&S SIGN ASSET PURCHASE AGREEMENT FOR GROCERY WHOLESALE BUSINESS
DALLAS, July 8 /PRNewswire-FirstCall/ -- Xxxxxxx Companies, Inc. and C&S
Wholesale Grocers, Inc. have signed a definitive asset purchase agreement to
sell Xxxxxxx'x wholesale grocery business to C&S. The agreement includes
substantially all of the assets of the Xxxxxxx wholesale grocery business, other
than accounts receivable and certain other assets. The estimated purchase price
is expected to be $400 million. The definitive asset purchase agreement is
subject to, among other things, satisfactory completion of due diligence, C&S
obtaining financing and U.S. Bankruptcy Court approval. Xxxxxxx intends to file
the asset purchase agreement with the U.S. Bankruptcy Court in Delaware.
Xxxx Xxxxxxxx, Interim President and Chief Executive Officer, said, "We
committed to identify a long-term solution for our grocery wholesale customer,
associate, and creditor constituents. We are pleased to have begun operating
under the recently signed supply arrangement with C&S and to have executed the
asset purchase agreement. We view these as significant steps in delivering on
our commitment."
Xxxxxxx has filed a motion with the U.S. Bankruptcy Court to establish the
procedures for the sale of Xxxxxxx'x grocery wholesale operations. The motion
seeks approval of the sale process at a hearing scheduled for July 17, 2003. The
sale procedure includes the process for other possible bidders to submit offers
to purchase all or part of Xxxxxxx'x grocery wholesale business, which would be
due by July 28, with an auction to follow on July 31. The final sale hearing
would be held August 4 and the closing date for the sale would be expected
shortly thereafter.
Xxxxxxx'x Core-Xxxx convenience business, which operates as a separate entity,
is not affected by this action. The company maintains its focus on supporting
the Core-Xxxx operation and has made substantial progress in restoring service
levels of its convenience distribution business.
About Xxxxxxx
Xxxxxxx (OTC Bulletin Board: FLMIQ) is a supplier of consumer package goods to
independent supermarkets, convenience-oriented retailers and other retail
formats around the country. To learn more about Xxxxxxx, visit the company's Web
site at xxx.xxxxxxx.xxx.
Xxxxxxx and its operating subsidiaries filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code on April 1, 2003.
The filings were made in the U.S. Bankruptcy Court in Wilmington, Delaware.
Xxxxxxx'x court filings are available via the court's website, at
xxx.xxx.xxxxxxxx.xxx.
Forward-Looking Statement
This document contains forward-looking statements regarding future events. These
forward-looking statements are subject to a number of factors that could cause
actual results to differ materially from those stated in this release, including
without limitation: the Bankruptcy Court's approval of the bidding procedures
(including the timing of such procedures); the closing of the sale of the
wholesale assets to the highest or best bidder in the auction; the ability of
the company to continue as a going concern; the ability of the company to
operate pursuant to the terms of the DIP facility; court approval of the
company's motions prosecuted by it from time to time; the ability of the company
to develop, prosecute, confirm and consummate one or more plans of
reorganization with respect to the Chapter 11 cases; risks associated with third
parties seeking and obtaining court approval to terminate or shorten the
exclusivity period for the company to propose and confirm one or more plans of
reorganization, for the appointment of a Chapter 11 trustee or to convert the
cases to Chapter 7 cases; the ability of the company to obtain or maintain trade
credit, and shipments and terms with vendors and service providers for current
orders; the company's ability to maintain contracts that are critical to its
operations; potential adverse developments with respect to the company's
liquidity or results of operations; the ability to fund and execute its business
plan; the ability to retain and compensate key executives and associates; the
ability of the company to retain customers; and changes in general economic
conditions. Additional information about these and other factors is contained in
Xxxxxxx'x reports and filings with the Securities and Exchange Commission. The
forward-looking statements speak only as of the date made and Xxxxxxx undertakes
no obligation to update forward-looking statements to reflect developments or
information obtained after the date of this release.
CONTACT: XXXXX XXXX 000.000.0000
SOURCE Xxxxxxx
