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Subscribers | 2004 |
Agreement and Release
Agreement and Release (20K)
Doc #315633: Click preview link for longer preview.
AGREEMENT AND RELEASE
This Agreement (hereinafter �Agreement�) is made effective the 30th day of April, 2004 (hereinafter �Effective Date�) by and between James P. O�Donnell (hereinafter �Employee�) and ConAgra Foods Inc. (hereinafter �ConAgra�). ConAgra and Employee are also referred to jointly as �The Parties�.
RECITALS
a. . . .
315633
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ConAgra Foods
As referenced in this Agreement and Release:
ConAgra Foods – hereinafter Agreement) is made effective the 30th day of April, 2004 (hereinafter Effective Date) by and between James P. ODonnell (hereinafter Employee) and ConAgra Foods Inc. (hereinafter ConAgra). ConAgra and Employee are also referred to jointly as The Parties.
RECITALS
a. In accordance with the terms of this
_____________
ConAgra Foods, – Option Agreements with the Employee; (ii) ConAgra Long-Term Senior Management Incentive Plan (LTSMIP); (iii) ConAgra Corporate Management Incentive Plan (MIP); and (iv) ConAgra Foods, Inc. Pension Plan for Salaried Employees and Supplemental Retirement Plan (Pension Plan), he shall continue to vest with respect to stock options,
_____________
ConAgra Foods, – not, however, precluded from reporting to or cooperating with any governmental agencies, including the Securities and Exchange Commission (SEC) in its investigation of ConAgra Foods, Inc. and/or United Agri Products.
e. Refrain from providing any information related to any claim or potential litigation against ConAgra, or
_____________
ConAgra Foods, – reporting to or cooperating with any governmental agencies,
39
Exhibit 10.15
including the Securities and Exchange Commission (SEC) in its investigation of ConAgra Foods, Inc. and/or United Agri Products.
f. If required by law to provide sworn testimony on ConAgra or affiliate-related matters, Employee
_____________
ConAgra Foods, – OF HIS OWN FREE WILL.
IN WITNESS WHEREOF, this Agreement is deemed executed and effective as of April 30, 2004.
James P. ODonnell
ConAgra Foods, Inc.
/s/James P. ODonnell
By:
/s/ Owen C. Johnson
Title:
Executive Vice President, Organization and Administration
Printed Name: Owen C. Johnson
_____________
dt 630248
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Subscribers | 2006 |
Joint Plan of Reorganization
Joint Plan of Reorganization (510K)
Doc #2253889: Click preview link for longer preview.
UNITED STATES BANKRUPTCY COURT
MIDDLE DISTRICT OF FLORIDA
JACKSONVILLE DIVISION
In re:
)
Case No. 05-03817-3F1
)
WINN-DIXIE STORES, INC., et al.,
)
Chapter 11
)
Debtors.
)
Jointly Administered
[First Proposed]
DISCLOSURE STATEMENT WITH RESPECT TO
JOINT PLAN OF REORGANIZATION
OF WINN-DIXIE STORES, INC. AND AFFILIATED DEBTORS
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
Four Times Square
New York, New York 10036-6522
Telephone: (212) 735-3000
Facsimile: (212) 735-2000
- and -
SMITH HULSEY & BUSEY
225 Water Street, Suite 1800
Jacksonville, Florida 32202
Telephone: (904) 359-7700
Facsimile: (904) 359-7708
Co-Counsel for Debtors
Dated: June 29, 2006
THIS DISCLOSURE STATEMENT HAS NOT BEEN APPROVED BY THE BANKRUPTCY COURT. THE DEBTORS WILL SEPARATELY NOTICE A HEARING TO CONSIDER THE ADEQUACY OF THIS DISCLOSURE STATEMENT UNDER SECTION 1125 OF THE BANKRUPTCY CODE. THE DEBTORS RESERVE THE RIGHT TO MODIFY OR SUPPLEMENT THIS DISCLOSURE STATEMENT AND THE ACCOMPANYING JOINT PLAN OF REORGANIZATION PRIOR TO AND UP TO THE DATE OF SUCH HEARING. THE DEBTORS ARE NOT CURRENTLY SOLICITING VOTES ON THE JOINT PLAN OF REORGANIZATION.
DISCLAIMER
THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT IS PROVIDED FOR PURPOSES OF SOLICITING VOTES ON THE JOINT PLAN OF REORGANIZATION OF WINN-DIXIE STORES, INC. AND AFFILIATED DEBTORS (THE PLAN). THE INFORMATION MAY NOT BE RELIED UPON FOR ANY PURPOSE OTHER THAN TO DETERMINE HOW TO VOTE ON THE PLAN. NO PERSON MAY GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS, OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS DISCLOSURE STATEMENT, REGARDING THE PLAN OR THE SOLICITATION OF VOTES ON THE PLAN.
ALL CREDITORS ARE ADVISED AND ENCOURAGED TO READ THIS DISCLOSURE STATEMENT AND THE PLAN IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN. PLAN SUMMARIES AND STATEMENTS MADE IN THIS DISCLOSURE STATEMENT ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE PLAN, THE EXHIBITS ANNEXED TO THE PLAN, AND THE PLAN SUPPLEMENT DOCUMENTS ONCE FILED. THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT ARE MADE ONLY AS OF THE DATE HEREOF, AND THERE CAN BE NO ASSURANCE THAT THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT WILL BE CORRECT AT ANY TIME AFTER THE DATE HEREOF.
THIS DISCLOSURE STATEMENT HAS BEEN PREPARED IN ACCORDANCE WITH SECTION 1125 OF THE UNITED STATES BANKRUPTCY CODE AND RULE 3016 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE AND NOT NECESSARILY IN ACCORDANCE WITH FEDERAL OR STATE SECURITIES LAWS OR OTHER NON-BANKRUPTCY LAW. THIS DISCLOSURE STATEMENT HAS BEEN NEITHER APPROVED NOR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE SEC), NOR HAS THE SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THE STATEMENTS CONTAINED HEREIN. PERSONS OR ENTITIES TRADING IN OR OTHERWISE PURCHASING, SELLING OR TRANSFERRING SECURITIES OR CLAIMS OF WINN-DIXIE STORES, INC., OR ANY OF THE AFFILIATED DEBTORS AND DEBTORS-IN-POSSESSION IN THESE CASES SHOULD EVALUATE THIS DISCLOSURE STATEMENT AND THE PLAN IN LIGHT OF THE PURPOSE FOR WHICH THEY WERE PREPARED.
AS TO CONTESTED MATTERS, ADVERSARY PROCEEDINGS AND OTHER ACTIONS OR THREATENED ACTIONS, THIS DISCLOSURE STATEMENT SHALL NOT CONSTITUTE OR BE CONSTRUED AS AN ADMISSION OF ANY FACT OR LIABILITY, STIPULATION OR WAIVER, BUT RATHER AS A STATEMENT MADE IN SETTLEMENT NEGOTIATIONS PURSUANT TO RULE 408 OF THE FEDERAL RULES OF EVIDENCE. THIS DISCLOSURE STATEMENT SHALL NOT BE ADMISSIBLE IN ANY NON-BANKRUPTCY PROCEEDING NOR SHALL IT BE CONSTRUED TO BE CONCLUSIVE ADVICE ON THE TAX, SECURITIES OR OTHER LEGAL EFFECTS OF THE PLAN AS TO HOLDERS OF CLAIMS AGAINST OR EQUITY INTERESTS IN WINN-DIXIE STORES, INC., OR ANY OF THE AFFILIATED DEBTORS AND DEBTORS-IN-POSSESSION IN THESE CASES.
TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, EACH HOLDER IS HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF U.S. FEDERAL TAX ISSUES IN THIS DISCLOSURE STATEMENT IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT BE RELIED UPON, BY ANY HOLDER FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON A HOLDER UNDER THE TAX CODE; (B) SUCH DISCUSSION IS INCLUDED HEREBY BY THE DEBTORS IN CONNECTION WITH THE PROMOTION OR MARKETING (WITHIN THE MEANING OF CIRCULAR 230) BY THE DEBTORS OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) EACH HOLDER SHOULD SEEK ADVICE BASED ON ITS PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
TABLE OF CONTENTS
Page
I.
INTRODUCTION
1
II.
OVERVIEW OF THE PLAN
3
A.
General Structure of the Plan
3
B.
Summary of Treatment of Claims and Interests under the Plan
4
III.
PLAN VOTING INSTRUCTIONS AND PROCEDURES
14
A.
Notice to Holders of Claims
14
B.
Voting Rights
15
C.
Solicitation Materials
15
D.
Voting Procedures, Ballots, and Voting Deadline
15
E.
Special Notice Concerning Releases Associated with Voting
17
F.
Confirmation Hearing and Deadline for Objections to Confirmation
17
IV.
GENERAL INFORMATION CONCERNING THE DEBTORS
17
A.
Overview of Business Operations
17
B.
Organizational Structure
18
C.
Stores and Facilities
18
D.
Operational Matters
20
E.
Management and Employees
23
F.
Debtors Capital Structure
28
G.
Summary of Assets
30
H.
Historical Financial Information
31
I.
Additional Information
31
J.
Events Leading to Commencement of the Chapter 11 Case
31
V.
CHAPTER 11 CASE
32
A.
Continuation of Business; Stay of Litigation
32
B.
First Day Orders
32
i
C.
Retention of Professionals
33
D.
Official Committees
34
E.
Post-Petition and Post-Confirmation Funding
35
F.
Other Material Matters Addressed During the Chapter 11 Case
36
G.
Plan Process
43
VI.
SUMMARY OF THE PLAN OF REORGANIZATION
45
A.
Overall Structure of the Plan
46
B.
Substantive Consolidation Compromise
46
C.
Reorganized Capital Structure Created by Plan
50
D.
Classification and Treatment of Claims and Interests
51
E.
Allowed Claims, Distribution Rights and Objections to Claims
66
F.
Disposition of Executory Contracts and Unexpired Leases
70
G.
Revesting of Assets; Release of Liens
74
H.
Restructuring Transactions
75
I.
Authorization and Issuance of New Common Stock
75
J.
Post-Consummation Corporate Structure, Management and Operation
76
K.
Releases, Discharge, Injunctions, Exculpation and Indemnification
78
L.
Preservation of Rights of Action; Resulting Claim Treatment
81
M.
Retention of Jurisdiction
82
N.
Amendment, Alteration and Revocation of Plan
83
O.
Plan Implementing Documents
84
P.
Confirmation and/or Consummation
84
VII.
CERTAIN RISK FACTORS TO BE CONSIDERED
86
A.
General Considerations
86
B.
Certain Bankruptcy Considerations
87
C.
Claims Estimations
87
D.
Conditions Precedent to Consummation; Timing
87
ii
E.
Inherent Uncertainty of Financial Projections
87
F.
Certain Risk Factors Relating to Securities to be Issued Under the Plan
88
G.
Operational Risk Factors
89
H.
Competition
89
I.
Environmental and Other Regulations
90
J.
Leverage
90
K.
Litigation
91
L.
Adverse Publicity
91
M.
Certain Tax Considerations
91
VIII.
APPLICABILITY OF FEDERAL AND OTHER SECURITIES LAWS
91
A.
Offer and Sale of New Securities: Bankruptcy Code Exemption
91
B.
Subsequent Transfers of New Securities
92
IX.
CERTAIN U.S. FEDERAL TAX CONSEQUENCES OF THE PLAN
93
A.
U.S. Federal Income Tax Consequences to the Debtors
94
B.
U.S. Federal Income Tax Consequences to Claim Holders
97
C.
Information Reporting and Backup Withholding
99
D.
Importance of Obtaining Professional Tax Assistance
100
X.
FEASIBILITY OF THE PLAN AND BEST INTERESTS OF CREDITORS
100
A.
Feasibility of the Plan
100
B.
Acceptance of the Plan
102
C.
Best Interests Test
102
D.
Liquidation Analysis
103
E.
Valuation of the Reorganized Debtors
103
F.
Application of the Best Interests of Creditors Test to the Liquidation Analysis and the Valuation
104
G.
Confirmation Without Acceptance of All Impaired Classes: The Cramdown Alternative
104
iii
XI.
ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN
105
A.
Alternative Plan(s) of Reorganization
105
B.
Liquidation under Chapter 7 or Chapter 11
105
XII.
THE SOLICITATION; VOTING PROCEDURES
106
A.
Parties in Interest Entitled to Vote
106
B.
Classes Entitled to Vote to Accept or Reject the Plan
106
C.
Solicitation Order
106
D.
Waivers of Defects, Irregularities, Etc.
106
E.
Withdrawal of Ballots; Revocation
107
F.
Special Instructions for Holders of Noteholder Claims
107
G.
Voting Rights of Disputed Claimants
109
H.
Further Information; Additional Copies
110
RECOMMENDATION AND CONCLUSION 112
iv
TABLE OF APPENDICES
Appendix A
Joint Plan of Reorganization of Winn-Dixie Stores, Inc. and Affiliated Debtors
Appendix B
Pro Forma Financial Projections
Appendix C
Corporate Structure Chart
v
DISCLOSURE STATEMENT WITH RESPECT TO
JOINT PLAN OF REORGANIZATION OF WINN-DIXIE STORES, INC. AND AFFILIATED DEBTORS
I. INTRODUCTION
The debtors and debtors-in-possession in the above-referenced Chapter 11 case include the following related companies (collectively, the Debtors):
Winn-Dixie Stores, Inc.
Astor Products, Inc.
Crackin Good, Inc.
Deep South Distributors, Inc.
Deep South Products, Inc.
Dixie Darling Bakers, Inc.
Dixie-Home Stores, Inc.
Dixie Packers, Inc.
Dixie Spirits, Inc.
Dixie Stores, Inc.
Economy Wholesale Distributors, Inc.
Foodway Stores, Inc.
Kwik Chek Supermarkets, Inc.
Sunbelt Products, Inc.
Sundown Sales, Inc.
Superior Food Company
Table Supply Food Stores Co., Inc.
WD Brand Prestige Steaks, Inc.
Winn-Dixie Handyman, Inc.
Winn-Dixie Logistics, Inc.
Winn-Dixie Montgomery, Inc.
Winn-Dixie Procurement, Inc.
Winn-Dixie Raleigh, Inc.
Winn-Dixie Supermarkets, Inc.
The Debtors submit this disclosure statement (this Disclosure Statement) pursuant to Section 1125 of Title 11 of the United States Code (the Bankruptcy Code), for use in the solicitation of votes on the Joint Plan of Reorganization of Winn-Dixie Stores, Inc. and Affiliated Debtors, dated [ ], 2006 (the Plan). A copy of the Plan is attached as Appendix A to this Disclosure Statement. All capitalized terms used in this Disclosure Statement but not otherwise defined herein have the meanings ascribed to such terms in Article I of the Plan.
This Disclosure Statement sets forth certain information regarding the Debtors pre-petition operating and financial history, their reasons for seeking protection and reorganization under Chapter 11, significant events that have occurred during the Chapter 11 Case and the anticipated organization, operations, and financing of the Debtors upon their successful emergence from Chapter 11. This Disclosure Statement also describes certain terms and provisions of the Plan, certain effects of confirmation of the Plan, certain risk factors associated with the Plan and the securities to be issued under the Plan, and the manner in which distributions will be made under the Plan. In addition, this Disclosure Statement discusses the confirmation process and the voting procedures that holders of Claims entitled to vote under the Plan must follow for their votes to be counted.
By order dated [ ], 2006, the Bankruptcy Court has approved this Disclosure Statement as containing adequate information in accordance with Section 1125 of the Bankruptcy Code, to enable a hypothetical, reasonable investor typical of holders of Claims against, or Interests in, the Debtors to make an informed judgment as to whether to accept or reject the Plan; and has authorized its use in connection with the solicitation of votes with respect to the Plan. APPROVAL OF THIS DISCLOSURE STATEMENT DOES NOT, HOWEVER, CONSTITUTE A DETERMINATION BY THE BANKRUPTCY COURT AS TO THE FAIRNESS OR MERITS OF THE PLAN. No solicitation of votes may be made except pursuant to this Disclosure Statement and Section 1125 of the Bankruptcy Code. In voting on the Plan, holders of Claims entitled to vote should not rely on any information relating to the Debtors or their businesses, other than that contained in this Disclosure Statement, the Plan, and all appendices, supplements, or exhibits to the Plan and Disclosure Statement.
Pursuant to the provisions of the Bankruptcy Code, only classes of claims or interests that are (i) impaired by a plan of reorganization and (ii) entitled to receive a distribution under such plan are entitled to vote on the plan. In the Debtors cases, only Claims in Classes 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, and 17 are impaired by and entitled to receive a distribution under the Plan, and only the holders of Claims in those Classes are entitled to vote to accept or reject the Plan. Claims and Interests in Classes 1, 2, 3, 4, 5, and 6 are unimpaired by the Plan, and such holders are conclusively presumed to have accepted the Plan. Claims or Interests in Classes 18, 19, 20, and 21, which receive nothing under the Plan, are deemed to have rejected the Plan and the holders of Claims or Interests in each of such Classes are not entitled to vote.
FOR A DESCRIPTION OF THE PLAN AND VARIOUS RISKS AND OTHER FACTORS PERTAINING TO THE PLAN, PLEASE SEE ARTICLE VI OF THIS DISCLOSURE STATEMENT, ENTITLED SUMMARY OF THE PLAN OF REORGANIZATION, AND ARTICLE VII OF THIS DISCLOSURE STATEMENT, ENTITLED CERTAIN RISK FACTORS TO BE CONSIDERED.
THIS DISCLOSURE STATEMENT CONTAINS SUMMARIES OF CERTAIN PROVISIONS OF THE PLAN, CERTAIN STATUTORY PROVISIONS, CERTAIN DOCUMENTS RELATING TO THE PLAN, CERTAIN EVENTS THAT HAVE OCCURRED IN THE CHAPTER 11 CASE, AND CERTAIN FINANCIAL INFORMATION. ALTHOUGH THE DEBTORS BELIEVE THAT ALL SUCH SUMMARIES ARE FAIR AND ACCURATE AS OF THE DATE HEREOF, SUCH SUMMARIES ARE QUALIFIED TO THE EXTENT THAT THEY DO NOT SET FORTH THE ENTIRE TEXT OF UNDERLYING DOCUMENTS AND TO THE EXTENT THAT THEY MAY CHANGE AS PERMITTED BY THE PLAN AND APPLICABLE LAW. FACTUAL INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT HAS BEEN PROVIDED BY THE DEBTORS MANAGEMENT, EXCEPT WHERE OTHERWISE SPECIFICALLY NOTED. THE DEBTORS DO NOT WARRANT OR REPRESENT THAT THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT, INCLUDING THE FINANCIAL INFORMATION, IS WITHOUT ANY MATERIAL INACCURACY OR OMISSION.
NOTHING CONTAINED IN THIS DISCLOSURE STATEMENT CONSTITUTES AN ADMISSION OF ANY FACT OR LIABILITY BY ANY PARTY, BE ADMISSIBLE IN ANY NON-BANKRUPTCY PROCEEDING INVOLVING THE DEBTORS OR ANY OTHER PARTY, OR BE DEEMED CONCLUSIVE ADVICE ON THE TAX OR OTHER LEGAL EFFECTS OF THE REORGANIZATION AS TO HOLDERS OF ALLOWED CLAIMS OR INTERESTS. YOU SHOULD CONSULT YOUR PERSONAL COUNSEL OR TAX ADVISOR WITH RESPECT TO ANY QUESTIONS OR CONCERNS REGARDING TAX, SECURITIES, OR OTHER LEGAL CONSEQUENCES OF THE PLAN.
CERTAIN OF THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT IS BY ITS NATURE FORWARD LOOKING AND CONTAINS ESTIMATES, ASSUMPTIONS, AND PROJECTIONS THAT MAY BE MATERIALLY DIFFERENT FROM ACTUAL, FUTURE RESULTS. Except with respect to the pro forma financial projections set forth in the attached Appendix B (the Projections) and except as otherwise specifically and expressly stated herein, this Disclosure Statement does not reflect any events that may occur subsequent to the date hereof and that may have a material impact on the information contained in this Disclosure Statement. The Debtors do not undertake any obligation to, and do not intend to, update the Projections; thus, the Projections will not reflect the impact of any subsequent events not already accounted for in the assumptions underlying the Projections. Further, the Debtors do not anticipate that any amendments or supplements to this Disclosure Statement will be distributed to reflect such occurrences. Accordingly, the delivery of this Disclosure Statement will not under any circumstance imply that the information herein is correct or complete as of any time subsequent to the date hereof. Moreover, the Projections are based on assumptions that, although believed to be reasonable by the Debtors, may differ from actual results.
2253889
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ConAgra Foods
As referenced in this Joint Plan of Reorganization:
ConAgra Foods, Inc – of approximately $70 million in the aggregate: ASM Capital, Amroc Investments, LLC, Avenue Capital Group, LCH Opportunities, LLC, DellaCamera Capital Management, LLC, Contrarian Capital Management, LLC, Longacre Fund Management, LLC, ConAgra Foods, Inc ., The Procter & Gamble Distributing Co., S.C. Johnson & Son, Inc., Conopco, Inc., Madison Capital Management, VR Capital Group, Ltd., and General Mills, Inc. FTI Consulting, Inc. served
_____________
dt 1390321
;
Acuity Brands
As referenced in this Joint Plan of Reorganization:
Acuity Brands, Inc. – Chief Executive Officer of VSI Enterprises, Inc. (a telecommunications and video conferencing products and services company). Ms. North also serves as a Director of Simtrol, Inc. (formerly VSI Enterprises, Inc.), Acuity Brands, Inc. , and Community Health Systems, Inc.
Carleton T. Rider has served as a director since 1992. For more than five years, Mr. Rider has served as a Senior Administrator of
_____________
dt 1561835
;
Acuity Brands
As referenced in this Joint Plan of Reorganization:
Acuity Brands, Inc. – Chief Executive Officer of VSI Enterprises, Inc. (a telecommunications and video conferencing products and services company). Ms. North also serves as a Director of Simtrol, Inc. (formerly VSI Enterprises, Inc.), Acuity Brands, Inc. , and Community Health Systems, Inc.
Carleton T. Rider has served as a director since 1992. For more than five years, Mr. Rider has served as a Senior Administrator of
_____________
dt 1561838
;
|
Community Health
As referenced in this Joint Plan of Reorganization:
Community Health Systems, Inc – VSI Enterprises, Inc. (a telecommunications and video conferencing products and services company). Ms. North also serves as a Director of Simtrol, Inc. (formerly VSI Enterprises, Inc.), Acuity Brands, Inc., and Community Health Systems, Inc .
Carleton T. Rider has served as a director since 1992. For more than five years, Mr. Rider has served as a Senior Administrator of the Mayo Foundation (a non-
_____________
dt 1504951
;
FBL Financial
As referenced in this Joint Plan of Reorganization:
FBL Financial Group, Inc – to May, 2003) Mr. Mehrer served as Interim President and Chief Executive officer of CyDex, Inc. He also serves as a director of NovaStar Financial, Inc., MGI Pharma, Inc. and FBL Financial Group, Inc .
Julia B. North has seved as a director since 1994. Ms. North has served as President and Chief Executive Officer of VSI Enterprises, Inc. (a telecommunications and video conferencing
_____________
dt 1379842
;
More... |
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Subscribers | 2006 |
Joint Plan of Reorganization
Joint Plan of Reorganization (572K)
Doc #2281754: Click preview link for longer preview.
UNITED STATES BANKRUPTCY COURT
MIDDLE DISTRICT OF FLORIDA
JACKSONVILLE DIVISION
In re:
WINN-DIXIE STORES, INC., et al.,
Debtors.
)
)
)
)
)
Case No. 05-03817-3F1
Chapter 11
Jointly Administered
[Second Proposed]
DISCLOSURE STATEMENT WITH RESPECT TO
JOINT PLAN OF REORGANIZATION
OF WINN-DIXIE STORES, INC. AND AFFILIATED DEBTORS
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
Four Times Square
New York, New York 10036-6522
Telephone: (212) 735-3000
Facsimile: (212) 735-2000
- and -
SMITH HULSEY & BUSEY
225 Water Street, Suite 1800Jacksonville, Florida 32202Telephone: (904) 359-7700
Facsimile: (904) 359-7708
Co-Counsel for Debtors
Dated: August 2, 2006
THIS DISCLOSURE STATEMENT HAS NOT BEEN APPROVED BY THE BANKRUPTCY COURT. THE HEARING TO CONSIDER THE ADEQUACY OF THE DISCLOSURE STATEMENT UNDER SECTION 1125 OF THE BANKRUPTCY CODE WILL COMMENCE ON AUGUST 4, 2006. THE DEBTORS RESERVE THE RIGHT TO MODIFY OR SUPPLEMENT THIS DISCLOSURE STATEMENT AND THE ACCOMPANYING JOINT PLAN OF REORGANIZATION PRIOR TO AND UP TO THE TIME OF APPROVAL OF THE DISCLOSURE STATEMENT. THE DEBTORS ARE NOT CURRENTLY SOLICITING VOTES ON THE JOINT PLAN OF REORGANIZATION.
DISCLAIMER
THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT IS PROVIDED FOR PURPOSES OF SOLICITING VOTES ON THE JOINT PLAN OF REORGANIZATION OF WINN-DIXIE STORES, INC. AND AFFILIATED DEBTORS (THE PLAN). THE INFORMATION MAY NOT BE RELIED UPON FOR ANY PURPOSE OTHER THAN TO DETERMINE HOW TO VOTE ON THE PLAN. NO PERSON MAY GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS, OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS DISCLOSURE STATEMENT, REGARDING THE PLAN OR THE SOLICITATION OF VOTES ON THE PLAN.
ALL CREDITORS ARE ADVISED AND ENCOURAGED TO READ THIS DISCLOSURE STATEMENT AND THE PLAN IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN. PLAN SUMMARIES AND STATEMENTS MADE IN THIS DISCLOSURE STATEMENT ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE PLAN, THE EXHIBITS ANNEXED TO THE PLAN, AND THE PLAN SUPPLEMENT DOCUMENTS ONCE FILED. THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT ARE MADE ONLY AS OF THE DATE HEREOF, AND THERE CAN BE NO ASSURANCE THAT THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT WILL BE CORRECT AT ANY TIME AFTER THE DATE HEREOF.
THIS DISCLOSURE STATEMENT HAS BEEN PREPARED IN ACCORDANCE WITH SECTION 1125 OF THE UNITED STATES BANKRUPTCY CODE AND RULE 3016 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE AND NOT NECESSARILY IN ACCORDANCE WITH FEDERAL OR STATE SECURITIES LAWS OR OTHER NON-BANKRUPTCY LAW. THIS DISCLOSURE STATEMENT HAS BEEN NEITHER APPROVED NOR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE SEC), NOR HAS THE SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THE STATEMENTS CONTAINED HEREIN. PERSONS OR ENTITIES TRADING IN OR OTHERWISE PURCHASING, SELLING OR TRANSFERRING SECURITIES OR CLAIMS OF WINN-DIXIE STORES, INC., OR ANY OF THE AFFILIATED DEBTORS AND DEBTORS-IN-POSSESSION IN THESE CASES SHOULD EVALUATE THIS DISCLOSURE STATEMENT AND THE PLAN IN LIGHT OF THE PURPOSE FOR WHICH THEY WERE PREPARED.
AS TO CONTESTED MATTERS, ADVERSARY PROCEEDINGS AND OTHER ACTIONS OR THREATENED ACTIONS, THIS DISCLOSURE STATEMENT SHALL NOT CONSTITUTE OR BE CONSTRUED AS AN ADMISSION OF ANY FACT OR LIABILITY, STIPULATION OR WAIVER, BUT RATHER AS A STATEMENT MADE IN SETTLEMENT NEGOTIATIONS PURSUANT TO RULE 408 OF THE FEDERAL RULES OF EVIDENCE. THIS DISCLOSURE STATEMENT SHALL NOT BE ADMISSIBLE IN ANY NON-BANKRUPTCY PROCEEDING NOR SHALL IT BE CONSTRUED TO BE CONCLUSIVE ADVICE ON THE TAX, SECURITIES OR OTHER LEGAL EFFECTS OF THE PLAN AS TO HOLDERS OF CLAIMS AGAINST OR EQUITY INTERESTS IN WINN-DIXIE STORES, INC., OR ANY OF THE AFFILIATED DEBTORS AND DEBTORS-IN-POSSESSION IN THESE CASES.
TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, EACH HOLDER IS HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF U.S. FEDERAL TAX ISSUES IN THIS DISCLOSURE STATEMENT IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT BE RELIED UPON, BY ANY HOLDER FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON A HOLDER UNDER THE TAX CODE; (B) SUCH DISCUSSION IS INCLUDED HEREBY BY THE DEBTORS IN CONNECTION WITH THE PROMOTION OR MARKETING (WITHIN THE MEANING OF CIRCULAR 230) BY THE DEBTORS OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) EACH HOLDER SHOULD SEEK ADVICE BASED ON ITS PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
TABLE OF CONTENTS
Page
I.
INTRODUCTION
1
II.
OVERVIEW OF THE PLAN
3
A.
General Structure of the Plan
3
B.
Summary of Treatment of Claims and Interests under the Plan
4
III.
PLAN VOTING INSTRUCTIONS AND PROCEDURES
14
A.
Notice to Holders of Claims
14
B.
Voting Rights
15
C.
Solicitation Materials
15
D.
Voting Procedures, Ballots, and Voting Deadline
15
E.
Special Notice to Holders or Potential Holders of Unsecured Claims Concerning Claim Classification
17
F.
Special Notice to Holders of Executory Contracts and Unexpired Leases Concerning Contingent Voting
18
G.
Special Notice Concerning Releases Associated with Voting
18
H.
Confirmation Hearing and Deadline for Objections to Confirmation
19
IV.
GENERAL INFORMATION CONCERNING THE DEBTORS
19
A.
Overview of Business Operations
19
B.
Organizational Structure
19
C.
Stores and Facilities
20
D.
Operational Matters
21
E.
Management and Employees
25
F.
Debtors Capital Structure
29
G.
Summary of Assets
32
H.
Historical Financial Information
33
I.
Additional Information
33
J.
Events Leading to Commencement of the Chapter 11 Case
33
K.
Summary of Financial Performance During the Chapter 11 Case
34
i
V.
CHAPTER 11 CASE
34
A.
Continuation of Business; Stay of Litigation
34
B.
First Day Orders
35
C.
Retention of Professionals
36
D.
Official Committees
36
E.
Post-Petition and Post-Confirmation Funding
37
F.
Other Material Matters Addressed During the Chapter 11 Case
39
G.
Plan Process
47
VI.
SUMMARY OF THE PLAN OF REORGANIZATION
49
A.
Overall Structure of the Plan
50
B.
Substantive Consolidation Compromise
50
C.
Reorganized Capital Structure Created by Plan
55
D.
Classification and Treatment of Claims and Interests
56
E.
Allowed Claims, Distribution Rights and Objections to Claims
72
F.
Disposition of Executory Contracts and Unexpired Leases
77
G.
Revesting of Assets; Release of Liens
81
H.
Restructuring Transactions
81
I.
Authorization and Issuance of New Common Stock
82
J.
Post-Consummation Corporate Structure, Management and Operation
83
K.
Releases, Discharge, Injunctions, Exculpation and Indemnification
85
L.
Preservation of Rights of Action; Resulting Claim Treatment
90
M.
Reconstitution of Creditors Committee; Service of Post-Effective Date Committee
91
N.
Retention of Jurisdiction
92
O.
Amendment, Alteration and Revocation of Plan
93
P.
Plan Implementing Documents
94
Q.
Confirmation and/or Consummation
94
ii
VII.
CERTAIN RISK FACTORS TO BE CONSIDERED
97
A.
General Considerations
97
B.
Certain Bankruptcy Considerations
97
C.
Claims Estimations
97
D.
Conditions Precedent to Consummation; Timing
97
E.
Inherent Uncertainty of Financial Projections
98
F.
Certain Risk Factors Relating to Securities to be Issued Under the Plan
98
G.
Operational Risk Factors
99
H.
Competition
100
I.
Environmental and Other Regulations
100
J.
Leverage
100
K.
Litigation
101
L.
Adverse Publicity
101
M.
Certain Tax Considerations
101
VIII.
APPLICABILITY OF FEDERAL AND OTHER SECURITIES LAWS
101
A.
Offer and Sale of New Securities: Bankruptcy Code Exemption
102
B.
Subsequent Transfers of New Securities
102
C.
Possible Restrictions on Transfer of New Securities
103
IX.
CERTAIN U.S. FEDERAL TAX CONSEQUENCES OF THE PLAN
104
A.
U.S. Federal Income Tax Consequences to the Debtors
105
B.
U.S. Federal Income Tax Consequences to Claim Holders
108
C.
Treatment of Common Stock Reserve
111
D.
Information Reporting and Backup Withholding
111
E.
Importance of Obtaining Professional Tax Assistance
112
iii
X.
FEASIBILITY OF THE PLAN AND BEST INTERESTS OF CREDITORS
112
A.
Feasibility of the Plan
112
B.
Acceptance of the Plan
114
C.
Best Interests Test
114
D.
Liquidation Analysis
115
E.
Valuation of the Reorganized Debtors
115
F.
Application of the Best Interests of Creditors Test to the Liquidation Analysis and the Valuation
116
G.
Confirmation Without Acceptance of All Impaired Classes: The Cramdown Alternative
116
XI.
ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN
117
A.
Alternative Plan(s) of Reorganization
117
B.
Liquidation under Chapter 7 or Chapter 11
117
XII.
THE SOLICITATION; VOTING PROCEDURES
118
A.
Parties in Interest Entitled to Vote
118
B.
Classes Entitled to Vote to Accept or Reject the Plan
118
C.
Solicitation Order
119
D.
Waivers of Defects, Irregularities, Etc.
119
E.
Withdrawal of Ballots; Revocation
119
F.
Special Instructions for Holders of Noteholder Claims
120
G.
Voting Rights of Disputed Claimants
121
H.
Further Information; Additional Copies
122
RECOMMENDATION AND CONCLUSION
123
iv
TABLE OF APPENDICES
Appendix A
Joint Plan of Reorganization of Winn-Dixie Stores, Inc. and Affiliated Debtors
Appendix B
Pro Forma Financial Projections
Appendix C
Corporate Structure Chart
v
DISCLOSURE STATEMENT WITH RESPECT TO
JOINT PLAN OF REORGANIZATION OF WINN-DIXIE STORES, INC. AND AFFILIATED DEBTORS
I. INTRODUCTION
The debtors and debtors-in-possession in the above-referenced Chapter 11 case include the following related companies (collectively, the Debtors):
Winn-Dixie Stores, Inc.
Astor Products, Inc.
Crackin Good, Inc.
Deep South Distributors, Inc.
Deep South Products, Inc.
Dixie Darling Bakers, Inc.
Dixie-Home Stores, Inc.
Dixie Packers, Inc.
Dixie Spirits, Inc.
Dixie Stores, Inc.
Economy Wholesale Distributors, Inc.
Foodway Stores, Inc.
Kwik Chek Supermarkets, Inc.
Sunbelt Products, Inc.
Sundown Sales, Inc.
Superior Food Company
Table Supply Food Stores Co., Inc.
WD Brand Prestige Steaks, Inc.
Winn-Dixie Handyman, Inc.
Winn-Dixie Logistics, Inc.
Winn-Dixie Montgomery, Inc.
Winn-Dixie Procurement, Inc.
Winn-Dixie Raleigh, Inc.
Winn-Dixie Supermarkets, Inc.
The Debtors submit this disclosure statement (this Disclosure Statement) pursuant to Section 1125 of Title 11 of the United States Code (the Bankruptcy Code), for use in the solicitation of votes on the Joint Plan of Reorganization of Winn-Dixie Stores, Inc. and Affiliated Debtors, dated [ ], 2006 (the Plan). A copy of the Plan is attached as Appendix A to this Disclosure Statement. All capitalized terms used in this Disclosure Statement but not otherwise defined herein have the meanings ascribed to such terms in Article I of the Plan.
This Disclosure Statement sets forth certain information regarding the Debtors pre-petition operating and financial history, their reasons for seeking protection and reorganization under Chapter 11, significant events that have occurred during the Chapter 11 Case and the anticipated organization, operations, and financing of the Debtors upon their successful emergence from Chapter 11. This Disclosure Statement also describes certain terms and provisions of the Plan, certain effects of confirmation of the Plan, certain risk factors associated with the Plan and the securities to be issued under the Plan, and the manner in which distributions will be made under the Plan. In addition, this Disclosure Statement discusses the confirmation process and the voting procedures that holders of Claims entitled to vote under the Plan must follow for their votes to be counted.
By order dated [ ], 2006, the Bankruptcy Court has approved this Disclosure Statement as containing adequate information in accordance with Section 1125 of the Bankruptcy Code, to enable a hypothetical, reasonable investor typical of holders of Claims against, or Interests in, the Debtors to make an informed judgment as to whether to accept or reject the Plan; and has authorized its use in connection with the solicitation of votes with respect to the Plan. APPROVAL OF THIS DISCLOSURE STATEMENT DOES NOT, HOWEVER, CONSTITUTE A DETERMINATION BY THE BANKRUPTCY COURT AS TO THE FAIRNESS OR MERITS OF THE PLAN. No solicitation of votes may be made except pursuant to this Disclosure Statement and
1
Section 1125 of the Bankruptcy Code. In voting on the Plan, holders of Claims entitled to vote should not rely on any information relating to the Debtors or their businesses, other than that contained in this Disclosure Statement, the Plan, and all appendices, supplements, or exhibits to the Plan and Disclosure Statement.
Pursuant to the provisions of the Bankruptcy Code, only classes of claims or interests that are (i) impaired by a plan of reorganization and (ii) entitled to receive a distribution under such plan are entitled to vote on the plan. In the Debtors cases, only Claims in Classes 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, and 17 are impaired by and entitled to receive a distribution under the Plan, and only the holders of Claims in those Classes are entitled to vote to accept or reject the Plan. Claims and Interests in Classes 1, 2, 3, 4, 5, and 6 are unimpaired by the Plan, and such holders are conclusively presumed to have accepted the Plan. Claims or Interests in Classes 18, 19, 20, and 21, which receive nothing under the Plan, are deemed to have rejected the Plan and the holders of Claims or Interests in each of such Classes are not entitled to vote.
FOR A DESCRIPTION OF THE PLAN AND VARIOUS RISKS AND OTHER FACTORS PERTAINING TO THE PLAN, PLEASE SEE ARTICLE VI OF THIS DISCLOSURE STATEMENT, ENTITLED SUMMARY OF THE PLAN OF REORGANIZATION, AND ARTICLE VII OF THIS DISCLOSURE STATEMENT, ENTITLED CERTAIN RISK FACTORS TO BE CONSIDERED.
THIS DISCLOSURE STATEMENT CONTAINS SUMMARIES OF CERTAIN PROVISIONS OF THE PLAN, CERTAIN STATUTORY PROVISIONS, CERTAIN DOCUMENTS RELATING TO THE PLAN, CERTAIN EVENTS THAT HAVE OCCURRED IN THE CHAPTER 11 CASE, AND CERTAIN FINANCIAL INFORMATION. ALTHOUGH THE DEBTORS BELIEVE THAT ALL SUCH SUMMARIES ARE FAIR AND ACCURATE AS OF THE DATE HEREOF, SUCH SUMMARIES ARE QUALIFIED TO THE EXTENT THAT THEY DO NOT SET FORTH THE ENTIRE TEXT OF UNDERLYING DOCUMENTS AND TO THE EXTENT THAT THEY MAY CHANGE AS PERMITTED BY THE PLAN AND APPLICABLE LAW. FACTUAL INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT HAS BEEN PROVIDED BY THE DEBTORS MANAGEMENT, EXCEPT WHERE OTHERWISE SPECIFICALLY NOTED. THE DEBTORS DO NOT WARRANT OR REPRESENT THAT THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT, INCLUDING THE FINANCIAL INFORMATION, IS WITHOUT ANY MATERIAL INACCURACY OR OMISSION.
NOTHING CONTAINED IN THIS DISCLOSURE STATEMENT CONSTITUTES AN ADMISSION OF ANY FACT OR LIABILITY BY ANY PARTY, BE ADMISSIBLE IN ANY NON-BANKRUPTCY PROCEEDING INVOLVING THE DEBTORS OR ANY OTHER PARTY, OR BE DEEMED CONCLUSIVE ADVICE ON THE TAX OR OTHER LEGAL EFFECTS OF THE REORGANIZATION AS TO HOLDERS OF ALLOWED CLAIMS OR INTERESTS. YOU SHOULD CONSULT YOUR PERSONAL COUNSEL OR TAX ADVISOR WITH RESPECT TO ANY QUESTIONS OR CONCERNS REGARDING TAX, SECURITIES, OR OTHER LEGAL CONSEQUENCES OF THE PLAN.
2281754
|
ConAgra Foods
As referenced in this Joint Plan of Reorganization:
ConAgra Foods, Inc – of approximately $70 million in the aggregate: ASM Capital, Amroc Investments, LLC, Avenue Capital Group, LCH Opportunities, LLC, DellaCamera Capital Management, LLC, Contrarian Capital Management, LLC, Longacre Fund Management, LLC, ConAgra Foods, Inc ., The Procter & Gamble Distributing Co., S.C. Johnson & Son, Inc., Conopco, Inc., Madison Capital Management, VR Capital Group, Ltd., and General Mills, Inc. FTI Consulting, Inc. served
_____________
dt 1580022
;
Acuity Brands
As referenced in this Joint Plan of Reorganization:
Acuity Brands, Inc. – Chief Executive Officer of VSI Enterprises, Inc. (a telecommunications and video conferencing products and services company). Ms. North also serves as a Director of Simtrol, Inc. (formerly VSI Enterprises, Inc.), Acuity Brands, Inc. , and Community Health Systems, Inc.
Carleton T. Rider has served as a director since 1992. For more than five years, Mr. Rider has served as a Senior Administrator of
_____________
dt 1561836
;
Acuity Brands
As referenced in this Joint Plan of Reorganization:
Acuity Brands, Inc. – Chief Executive Officer of VSI Enterprises, Inc. (a telecommunications and video conferencing products and services company). Ms. North also serves as a Director of Simtrol, Inc. (formerly VSI Enterprises, Inc.), Acuity Brands, Inc. , and Community Health Systems, Inc.
Carleton T. Rider has served as a director since 1992. For more than five years, Mr. Rider has served as a Senior Administrator of
_____________
dt 1561839
;
|
Community Health
As referenced in this Joint Plan of Reorganization:
Community Health Systems, Inc – VSI Enterprises, Inc. (a telecommunications and video conferencing products and services company). Ms. North also serves as a Director of Simtrol, Inc. (formerly VSI Enterprises, Inc.), Acuity Brands, Inc., and Community Health Systems, Inc .
Carleton T. Rider has served as a director since 1992. For more than five years, Mr. Rider has served as a Senior Administrator of the Mayo Foundation (a non-
_____________
dt 1504952
;
FBL Financial
As referenced in this Joint Plan of Reorganization:
FBL Financial Group, Inc – to May, 2003) Mr. Mehrer served as Interim President and Chief Executive officer of CyDex, Inc. He also serves as a director of NovaStar Financial, Inc., MGI Pharma, Inc. and FBL Financial Group, Inc .
Julia B. North has seved as a director since 1994. Ms. North has served as President and Chief Executive Officer of VSI Enterprises, Inc. (a telecommunications and video conferencing
_____________
dt 1577159
;
More... |
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Subscribers | 2006 |
Joint Plan of Reorganization
Joint Plan of Reorganization (576K)
Doc #2387609: Click preview link for longer preview.
UNITED STATES BANKRUPTCY COURT
MIDDLE DISTRICT OF FLORIDA
JACKSONVILLE DIVISION
In re:
WINN-DIXIE STORES, INC., et al.,
Debtors.
)
)
)
)
)
Case No. 05-03817-3F1
Chapter 11
Jointly Administered
DISCLOSURE STATEMENT WITH RESPECT TO
JOINT PLAN OF REORGANIZATION
OF WINN-DIXIE STORES, INC. AND AFFILIATED DEBTORS
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
Four Times Square
New York, New York 10036-6522
Telephone: (212) 735-3000
Facsimile: (212) 735-2000
- and -
SMITH HULSEY & BUSEY
225 Water Street, Suite 1800
Jacksonville, Florida 32202
Telephone: (904) 359-7700
Facsimile: (904) 359-7708
Dated: August 9, 2006
Co-Counsel for Debtors
DISCLAIMER
THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT IS PROVIDED FOR PURPOSES OF SOLICITING VOTES ON THE JOINT PLAN OF REORGANIZATION OF WINN-DIXIE STORES, INC. AND AFFILIATED DEBTORS (THE PLAN). THE INFORMATION MAY NOT BE RELIED UPON FOR ANY PURPOSE OTHER THAN TO DETERMINE HOW TO VOTE ON THE PLAN. NO PERSON MAY GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS, OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS DISCLOSURE STATEMENT, REGARDING THE PLAN OR THE SOLICITATION OF VOTES ON THE PLAN.
ALL CREDITORS ARE ADVISED AND ENCOURAGED TO READ THIS DISCLOSURE STATEMENT AND THE PLAN IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN. PLAN SUMMARIES AND STATEMENTS MADE IN THIS DISCLOSURE STATEMENT ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE PLAN, THE EXHIBITS ANNEXED TO THE PLAN, AND THE PLAN SUPPLEMENT DOCUMENTS ONCE FILED. THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT ARE MADE ONLY AS OF THE DATE HEREOF, AND THERE CAN BE NO ASSURANCE THAT THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT WILL BE CORRECT AT ANY TIME AFTER THE DATE HEREOF.
THIS DISCLOSURE STATEMENT HAS BEEN PREPARED IN ACCORDANCE WITH SECTION 1125 OF THE UNITED STATES BANKRUPTCY CODE AND RULE 3016 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE AND NOT NECESSARILY IN ACCORDANCE WITH FEDERAL OR STATE SECURITIES LAWS OR OTHER NON-BANKRUPTCY LAW. THIS DISCLOSURE STATEMENT HAS BEEN NEITHER APPROVED NOR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE SEC), NOR HAS THE SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THE STATEMENTS CONTAINED HEREIN. PERSONS OR ENTITIES TRADING IN OR OTHERWISE PURCHASING, SELLING OR TRANSFERRING SECURITIES OR CLAIMS OF WINN-DIXIE STORES, INC., OR ANY OF THE AFFILIATED DEBTORS AND DEBTORS-IN-POSSESSION IN THESE CASES SHOULD EVALUATE THIS DISCLOSURE STATEMENT AND THE PLAN IN LIGHT OF THE PURPOSE FOR WHICH THEY WERE PREPARED.
AS TO CONTESTED MATTERS, ADVERSARY PROCEEDINGS AND OTHER ACTIONS OR THREATENED ACTIONS, THIS DISCLOSURE STATEMENT SHALL NOT CONSTITUTE OR BE CONSTRUED AS AN ADMISSION OF ANY FACT OR LIABILITY, STIPULATION OR WAIVER, BUT RATHER AS A STATEMENT MADE IN SETTLEMENT NEGOTIATIONS PURSUANT TO RULE 408 OF THE FEDERAL RULES OF EVIDENCE. THIS DISCLOSURE STATEMENT SHALL NOT BE ADMISSIBLE IN ANY NON-BANKRUPTCY PROCEEDING NOR SHALL IT BE CONSTRUED TO BE CONCLUSIVE ADVICE ON THE TAX, SECURITIES OR OTHER LEGAL EFFECTS OF THE PLAN AS TO HOLDERS OF CLAIMS AGAINST OR EQUITY INTERESTS IN WINN-DIXIE STORES, INC., OR ANY OF THE AFFILIATED DEBTORS AND DEBTORS-IN-POSSESSION IN THESE CASES.
TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, EACH HOLDER IS HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF U.S. FEDERAL TAX ISSUES IN THIS DISCLOSURE STATEMENT IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT BE RELIED UPON, BY ANY HOLDER FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON A HOLDER UNDER THE TAX CODE; (B) SUCH DISCUSSION IS INCLUDED HEREBY BY THE DEBTORS IN CONNECTION WITH THE PROMOTION OR MARKETING (WITHIN THE MEANING OF CIRCULAR 230) BY THE DEBTORS OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) EACH HOLDER SHOULD SEEK ADVICE BASED ON ITS PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
TABLE OF CONTENTS
Page
I.
INTRODUCTION
1
II.
OVERVIEW OF THE PLAN
3
A.
General Structure of the Plan
3
B.
Summary of Treatment of Claims and Interests under the Plan
4
III.
PLAN VOTING INSTRUCTIONS AND PROCEDURES
14
A.
Notice to Holders of Claims
14
B.
Voting Rights
15
C.
Solicitation Materials
15
D.
Voting Procedures, Ballots, and Voting Deadline
15
E.
Special Notice to Holders or Potential Holders of Unsecured Claims Concerning Claim Classification
16
F.
Special Notice to Holders of Executory Contracts and Unexpired Leases Concerning Contingent Voting
18
G.
Special Notice Concerning Releases Associated with Voting
18
H.
Confirmation Hearing and Deadline for Objections to Confirmation
19
IV.
GENERAL INFORMATION CONCERNING THE DEBTORS
19
A.
Overview of Business Operations
19
B.
Organizational Structure
19
C.
Stores and Facilities
20
D.
Operational Matters
21
E.
Management and Employees
25
F.
Debtors Capital Structure
29
G.
Summary of Assets
32
H.
Historical Financial Information
33
I.
Additional Information
33
J.
Events Leading to Commencement of the Chapter 11 Case
33
i
K.
Summary of Financial Performance During the Chapter 11 Case
34
V.
CHAPTER 11 CASE
34
A.
Continuation of Business; Stay of Litigation
34
B.
First Day Orders
35
C.
Retention of Professionals
36
D.
Official Committees
36
E.
Post-Petition and Post-Confirmation Funding
37
F.
Other Material Matters Addressed During the Chapter 11 Case
39
G.
Plan Process
47
VI.
SUMMARY OF THE PLAN OF REORGANIZATION
49
A.
Overall Structure of the Plan
49
B.
Substantive Consolidation Compromise
50
C.
Reorganized Capital Structure Created by Plan
55
D.
Classification and Treatment of Claims and Interests
55
E.
Allowed Claims, Distribution Rights and Objections to Claims
72
F.
Disposition of Executory Contracts and Unexpired Leases
77
G.
Revesting of Assets; Release of Liens
81
H.
Restructuring Transactions
81
I.
Authorization and Issuance of New Common Stock
82
J.
Post-Consummation Corporate Structure, Management and Operation
83
K.
Releases, Discharge, Injunctions, Exculpation and Indemnification
85
L.
Preservation of Rights of Action; Resulting Claim Treatment
90
M.
Reconstitution of Creditors Committee; Service of Post-Effective Date Committee
91
N.
Retention of Jurisdiction
91
O.
Amendment, Alteration and Revocation of Plan
93
P.
Plan Implementing Documents
94
Q.
Confirmation and/or Consummation
94
ii
VII.
CERTAIN RISK FACTORS TO BE CONSIDERED
96
A.
General Considerations
96
B.
Certain Bankruptcy Considerations
97
C.
Claims Estimations
97
D.
Conditions Precedent to Consummation; Timing
97
E.
Inherent Uncertainty of Financial Projections
97
F.
Certain Risk Factors Relating to Securities to be Issued Under the Plan
98
G.
Operational Risk Factors
99
H.
Competition
99
I.
Environmental and Other Regulations
100
J.
Leverage
100
K.
Litigation
101
L.
Adverse Publicity
101
M.
Certain Tax Considerations
101
VIII.
APPLICABILITY OF FEDERAL AND OTHER SECURITIES LAWS
101
A.
Offer and Sale of New Securities: Bankruptcy Code Exemption
101
B.
Subsequent Transfers of New Securities
102
C.
Possible Restrictions on Transfer of New Securities
103
IX.
CERTAIN U.S. FEDERAL TAX CONSEQUENCES OF THE PLAN
104
A.
U.S. Federal Income Tax Consequences to the Debtors
105
B.
U.S. Federal Income Tax Consequences to Claim Holders
108
C.
Treatment of Common Stock Reserve
110
D.
Information Reporting and Backup Withholding
111
E.
Importance of Obtaining Professional Tax Assistance
111
X.
FEASIBILITY OF THE PLAN AND BEST INTERESTS OF CREDITORS
112
A.
Feasibility of the Plan
112
B.
Acceptance of the Plan
113
iii
C.
Best Interests Test
114
D.
Liquidation Analysis
114
E.
Valuation of the Reorganized Debtors
115
F.
Application of the Best Interests of Creditors Test to the Liquidation Analysis and the Valuation
116
G.
Confirmation Without Acceptance of All Impaired Classes: The Cramdown Alternative
116
XI.
ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN
117
A.
Alternative Plan(s) of Reorganization
117
B.
Liquidation under Chapter 7 or Chapter 11
117
XII.
THE SOLICITATION; VOTING PROCEDURES
118
A.
Parties in Interest Entitled to Vote
118
B.
Classes Entitled to Vote to Accept or Reject the Plan
118
C.
Solicitation Order
118
D.
Waivers of Defects, Irregularities, Etc.
118
E.
Withdrawal of Ballots; Revocation
119
F.
Special Instructions for Holders of Noteholder Claims
119
G.
Voting Rights of Disputed Claimants
121
H.
Further Information; Additional Copies
121
RECOMMENDATION AND CONCLUSION
122
iv
TABLE OF APPENDICES
Appendix A
Joint Plan of Reorganization of Winn-Dixie Stores, Inc. and Affiliated Debtors
Appendix B
Pro Forma Financial Projections
Appendix C
Corporate Structure Chart
v
DISCLOSURE STATEMENT WITH RESPECT TO
JOINT PLAN OF REORGANIZATION OF WINN-DIXIE STORES, INC. AND AFFILIATED DEBTORS
I. INTRODUCTION
The debtors and debtors-in-possession in the above-referenced Chapter 11 case include the following related companies (collectively, the Debtors):
Winn-Dixie Stores, Inc.
Astor Products, Inc.
Crackin Good, Inc.
Deep South Distributors, Inc.
Deep South Products, Inc.
Dixie Darling Bakers, Inc.
Dixie-Home Stores, Inc.
Dixie Packers, Inc.
Dixie Spirits, Inc.
Dixie Stores, Inc.
Economy Wholesale Distributors, Inc.
Foodway Stores, Inc.
Kwik Chek Supermarkets, Inc.
Sunbelt Products, Inc.
Sundown Sales, Inc.
Superior Food Company
Table Supply Food Stores Co., Inc.
WD Brand Prestige Steaks, Inc.
Winn-Dixie Handyman, Inc.
Winn-Dixie Logistics, Inc.
Winn-Dixie Montgomery, Inc.
Winn-Dixie Procurement, Inc.
Winn-Dixie Raleigh, Inc.
Winn-Dixie Supermarkets, Inc.
The Debtors submit this disclosure statement (this Disclosure Statement) pursuant to Section 1125 of Title 11 of the United States Code (the Bankruptcy Code), for use in the solicitation of votes on the Joint Plan of Reorganization of Winn-Dixie Stores, Inc. and Affiliated Debtors, dated August 9, 2006 (the Plan). A copy of the Plan is attached as Appendix A to this Disclosure Statement. All capitalized terms used in this Disclosure Statement but not otherwise defined herein have the meanings ascribed to such terms in Article I of the Plan.
This Disclosure Statement sets forth certain information regarding the Debtors pre-petition operating and financial history, their reasons for seeking protection and reorganization under Chapter 11, significant events that have occurred during the Chapter 11 Case and the anticipated organization, operations, and financing of the Debtors upon their successful emergence from Chapter 11. This Disclosure Statement also describes certain terms and provisions of the Plan, certain effects of confirmation of the Plan, certain risk factors associated with the Plan and the securities to be issued under the Plan, and the manner in which distributions will be made under the Plan. In addition, this Disclosure Statement discusses the confirmation process and the voting procedures that holders of Claims entitled to vote under the Plan must follow for their votes to be counted.
By order dated August 4, 2006, the Bankruptcy Court has approved this Disclosure Statement as containing adequate information in accordance with Section 1125 of the Bankruptcy Code, to enable a hypothetical, reasonable investor typical of holders of Claims against, or Interests in, the Debtors to make an informed judgment as to whether to accept or reject the Plan; and has authorized its use in connection with the solicitation of votes with respect to the Plan. APPROVAL OF THIS DISCLOSURE STATEMENT DOES NOT, HOWEVER, CONSTITUTE A DETERMINATION BY THE BANKRUPTCY COURT AS TO THE FAIRNESS OR MERITS OF THE PLAN. No solicitation of votes may be made except pursuant to this Disclosure Statement and Section 1125 of the Bankruptcy Code. In voting on the Plan, holders of Claims entitled to vote should not rely on any information relating to the Debtors or their businesses, other than that contained in this Disclosure Statement, the Plan, and all appendices, supplements, or exhibits to the Plan and Disclosure Statement.
Pursuant to the provisions of the Bankruptcy Code, only classes of claims or interests that are (i) impaired by a plan of reorganization and (ii) entitled to receive a distribution under such plan are entitled to vote on the plan. In the Debtors cases, only Claims in Classes 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, and 17 are impaired by and entitled to receive a distribution under the Plan, and only the holders of Claims in those Classes are entitled to vote to accept or reject the Plan. Claims and Interests in Classes 1, 2, 3, 4, 5, and 6 are unimpaired by the Plan, and such holders are conclusively presumed to have accepted the Plan. Claims or Interests in Classes 18, 19, 20, and 21, which receive nothing under the Plan, are deemed to have rejected the Plan and the holders of Claims or Interests in each of such Classes are not entitled to vote.
FOR A DESCRIPTION OF THE PLAN AND VARIOUS RISKS AND OTHER FACTORS PERTAINING TO THE PLAN, PLEASE SEE ARTICLE VI OF THIS DISCLOSURE STATEMENT, ENTITLED SUMMARY OF THE PLAN OF REORGANIZATION, AND ARTICLE VII OF THIS DISCLOSURE STATEMENT, ENTITLED CERTAIN RISK FACTORS TO BE CONSIDERED.
THIS DISCLOSURE STATEMENT CONTAINS SUMMARIES OF CERTAIN PROVISIONS OF THE PLAN, CERTAIN STATUTORY PROVISIONS, CERTAIN DOCUMENTS RELATING TO THE PLAN, CERTAIN EVENTS THAT HAVE OCCURRED IN THE CHAPTER 11 CASE, AND CERTAIN FINANCIAL INFORMATION. ALTHOUGH THE DEBTORS BELIEVE THAT ALL SUCH SUMMARIES ARE FAIR AND ACCURATE AS OF THE DATE HEREOF, SUCH SUMMARIES ARE QUALIFIED TO THE EXTENT THAT THEY DO NOT SET FORTH THE ENTIRE TEXT OF UNDERLYING DOCUMENTS AND TO THE EXTENT THAT THEY MAY CHANGE AS PERMITTED BY THE PLAN AND APPLICABLE LAW. FACTUAL INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT HAS BEEN PROVIDED BY THE DEBTORS MANAGEMENT, EXCEPT WHERE OTHERWISE SPECIFICALLY NOTED. THE DEBTORS DO NOT WARRANT OR REPRESENT THAT THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT, INCLUDING THE FINANCIAL INFORMATION, IS WITHOUT ANY MATERIAL INACCURACY OR OMISSION.
NOTHING CONTAINED IN THIS DISCLOSURE STATEMENT CONSTITUTES AN ADMISSION OF ANY FACT OR LIABILITY BY ANY PARTY, BE ADMISSIBLE IN ANY NON-BANKRUPTCY PROCEEDING INVOLVING THE DEBTORS OR ANY OTHER PARTY, OR BE DEEMED CONCLUSIVE ADVICE ON THE TAX OR OTHER LEGAL EFFECTS OF THE REORGANIZATION AS TO HOLDERS OF ALLOWED CLAIMS OR INTERESTS. YOU SHOULD CONSULT YOUR PERSONAL COUNSEL OR TAX ADVISOR WITH RESPECT TO ANY QUESTIONS OR CONCERNS REGARDING TAX, SECURITIES, OR OTHER LEGAL CONSEQUENCES OF THE PLAN.
CERTAIN OF THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT IS BY ITS NATURE FORWARD LOOKING AND CONTAINS ESTIMATES, ASSUMPTIONS, AND PROJECTIONS THAT MAY BE MATERIALLY DIFFERENT FROM ACTUAL, FUTURE RESULTS. Except with respect to the pro forma financial projections set forth in the attached Appendix B (the Projections) and except as otherwise specifically and expressly stated herein, this Disclosure Statement does not reflect any events that may occur subsequent to the date hereof and that may have a material impact on the information contained in this Disclosure Statement. The Debtors do not undertake any obligation to, and do not intend to, update the Projections; thus, the Projections will not reflect the impact of any subsequent events not already accounted for in the assumptions underlying the Projections. Further, the Debtors do not anticipate that any amendments or supplements to this Disclosure Statement will be distributed to reflect such occurrences. Accordingly, the delivery of this Disclosure Statement will not under any circumstance imply that the information herein is correct or complete as of any time subsequent to the date hereof. Moreover, the Projections are based on assumptions that, although believed to be reasonable by the Debtors, may differ from actual results.
2387609
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ConAgra Foods
As referenced in this Joint Plan of Reorganization:
ConAgra Foods, Inc – of approximately $70 million in the aggregate: ASM Capital, Amroc Investments, LLC, Avenue Capital Group, LCH Opportunities, LLC, DellaCamera Capital Management, LLC, Contrarian Capital Management, LLC, Longacre Fund Management, LLC, ConAgra Foods, Inc ., The Procter & Gamble Distributing Co., S.C. Johnson & Son, Inc., Conopco, Inc., Madison Capital Management, VR Capital Group, Ltd., and General Mills, Inc. FTI Consulting, Inc. served
_____________
dt 1580024
;
Acuity Brands
As referenced in this Joint Plan of Reorganization:
Acuity Brands, Inc. – Chief Executive Officer of VSI Enterprises, Inc. (a telecommunications and video conferencing products and services company). Ms. North also serves as a Director of Simtrol, Inc. (formerly VSI Enterprises, Inc.), Acuity Brands, Inc. , and Community Health Systems, Inc.
Carleton T. Rider has served as a director since 1992. For more than five years, Mr. Rider has served as a Senior Administrator of
_____________
dt 1561837
;
Acuity Brands
As referenced in this Joint Plan of Reorganization:
Acuity Brands, Inc. – Chief Executive Officer of VSI Enterprises, Inc. (a telecommunications and video conferencing products and services company). Ms. North also serves as a Director of Simtrol, Inc. (formerly VSI Enterprises, Inc.), Acuity Brands, Inc. , and Community Health Systems, Inc.
Carleton T. Rider has served as a director since 1992. For more than five years, Mr. Rider has served as a Senior Administrator of
_____________
dt 1561840
;
|
Community Health
As referenced in this Joint Plan of Reorganization:
Community Health Systems, Inc – VSI Enterprises, Inc. (a telecommunications and video conferencing products and services company). Ms. North also serves as a Director of Simtrol, Inc. (formerly VSI Enterprises, Inc.), Acuity Brands, Inc., and Community Health Systems, Inc .
Carleton T. Rider has served as a director since 1992. For more than five years, Mr. Rider has served as a Senior Administrator of the Mayo Foundation (a non-
_____________
dt 1504953
;
FBL Financial
As referenced in this Joint Plan of Reorganization:
FBL Financial Group, Inc – to May, 2003) Mr. Mehrer served as Interim President and Chief Executive officer of CyDex, Inc. He also serves as a director of NovaStar Financial, Inc., MGI Pharma, Inc. and FBL Financial Group, Inc .
Julia B. North has seved as a director since 1994. Ms. North has served as President and Chief Executive Officer of VSI Enterprises, Inc. (a telecommunications and video conferencing
_____________
dt 1577161
;
More... |
| Subscribers | 2002 |
Opinion Letter
Opinion Letter (3K)
Doc #315669: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT}
{TYPE}EX-5.1
{SEQUENCE}3
{FILENAME}ex51consent.txt
{TEXT}
McGRATH NORTH MULLIN & KRATZ, PC LLO
Attorneys at Law
Suite 3700 First National Tower
1601 Dodge Street, Omaha, Nebraska 68102
402-341-3070
Fax: 402-341-0216
December 13, 2002
ConAgra Foods, Inc.
One ConAgra Drive
Omaha, Nebraska 68102-5001
Ladies and Gentlemen:
ConAgra Foods, Inc. (the "Company") proposes to file with the Securities
315669
|
ConAgra Foods
As referenced in this Opinion Letter:
ConAgra Foods, – at Law
Suite 3700 First National Tower
1601 Dodge Street, Omaha, Nebraska 68102
402-341-3070
Fax: 402-341-0216
December 13, 2002
ConAgra Foods, Inc.
One ConAgra Drive
Omaha, Nebraska 68102-5001
Ladies and Gentlemen:
ConAgra Foods, Inc. (the "Company") proposes to file with the Securities
_____________
ConAgra Foods, – 402-341-3070
Fax: 402-341-0216
December 13, 2002
ConAgra Foods, Inc.
One ConAgra Drive
Omaha, Nebraska 68102-5001
Ladies and Gentlemen:
ConAgra Foods, Inc. (the "Company") proposes to file with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, a
registration
_____________
dt 630282
| |
| Preview
Subscribers | 2000 |
Opinion Letter
Opinion Letter (3K)
Doc #315709: Click preview link for longer preview.
McGrath, North, Mullin & Kratz, P.C.
1400 One Central Park Plaza
222 South 15th Street
Omaha, Nebraska 68102
(402) 341-3070
November 3, 2000
ConAgra Foods, Inc.
One ConAgra Drive
Omaha, NE 68102-5001
Ladies and Gentlemen:
ConAgra Foods, Inc. (the "Company") proposes to file with the Securities
315709
|
ConAgra Foods
As referenced in this Opinion Letter:
ConAgra Foods, – North, Mullin & Kratz, P.C.
1400 One Central Park Plaza
222 South 15th Street
Omaha, Nebraska 68102
(402) 341-3070
November 3, 2000
ConAgra Foods, Inc.
One ConAgra Drive
Omaha, NE 68102-5001
Ladies and Gentlemen:
ConAgra Foods, Inc. (the "Company") proposes to file with the Securities
_____________
ConAgra Foods, – Street
Omaha, Nebraska 68102
(402) 341-3070
November 3, 2000
ConAgra Foods, Inc.
One ConAgra Drive
Omaha, NE 68102-5001
Ladies and Gentlemen:
ConAgra Foods, Inc. (the "Company") proposes to file with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, a
registration
_____________
dt 630313
| |
| Preview
Subscribers | 2000 |
Opinion Letter
Opinion Letter (2K)
Doc #315717: Click preview link for longer preview.
McGrath, North, Mullin & Kratz, P.C.
1400 One Central Park Plaza
222 South Fifteenth Street
Omaha, Nebraska
402-341-3070
September 28, 2000
ConAgra Foods, Inc.
One ConAgra Drive
Omaha, Nebraska 68102
Gentlemen:
In connection with the registration under the Securities Act of 1933, as
315717
|
ConAgra Foods
As referenced in this Opinion Letter:
ConAgra Foods, – McGrath, North, Mullin & Kratz, P.C.
1400 One Central Park Plaza
222 South Fifteenth Street
Omaha, Nebraska
402-341-3070
September 28, 2000
ConAgra Foods, Inc.
One ConAgra Drive
Omaha, Nebraska 68102
Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended, of
_____________
ConAgra Foods, – the Securities Act of 1933, as
amended, of 30,000,000 shares of common stock (the "Common Stock"), $5.00 par
value, of ConAgra Foods, Inc., a Delaware corporation (the "Company"),
authorized for issuance pursuant to the ConAgra 2000 Stock Plan (the "Plan"), we
have examined such
_____________
dt 630318
| |
| Preview
Subscribers | 2000 |
Opinion Letter
Opinion Letter (2K)
Doc #315737: Click preview link for longer preview.
McGrath, North, Mullin & Kratz, P.C.
1400 One Central Park Plaza
222 South Fifteenth Street
Omaha, Nebraska
402-341-3070
August 24, 2000
ConAgra, Inc.
One ConAgra Drive
Omaha, Nebraska 68102
Gentlemen:
In connection with the registration under the Securities Act of 1933, as
315737
| | |
| Preview
Subscribers | 2000 |
Opinion Letter
Opinion Letter (2K)
Doc #315748: Click preview link for longer preview.
McGrath, North, Mullin & Kratz, P.C.
Suite 1400 One Central Park Plaza
222 South Fifteenth Street
Omaha, Nebraska 68102
(402) 341-3070
June 30, 2000
ConAgra, Inc.
Corporate Headquarters
One ConAgra Drive
Omaha, Nebraska 68102-5001
Ladies and Gentlemen:
We have acted as counsel for ConAgra, Inc., a Delaware corporation
315748
| |