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Fleming Gets Approval for Disclosure Statement

DALLAS - At a hearing held this week in the U.S. Bankruptcy Court in Wilmington, Del., Fleming Cos., Inc. received approval of its disclosure statement and solicitation procedures to vote on its pending third amended plan of reorganization filed jointly by Fleming and its unsecured creditors' committee.

Fleming expects that ballots for all parties entitled to vote on the plan will be mailed by June 4. The bankruptcy court has scheduled a confirmation hearing for July 26 to confirm Fleming's plan in anticipation of approval of the plan by Fleming's creditors.

The plan provides for the reorganization of the debtors centered on the Fleming convenience store distribution operations through the formation of a new entity, Core-Mark Newco. Reorganization financing commitments for Core-Mark Newco have been received from GE Commercial Finance and Sankaty Advisors, LLC. Additionally, Fleming's remaining assets and liabilities not related to the convenience operations will be transferred to either a post-confirmation trust, which will have the responsibility for liquidating such assets, pursuing causes of action, and reconciling and paying claims, or a reclamation creditors' trust, which will have certain responsibilities and rights with respect to reclamation creditors.

Also at the hearing, the court extended the period during which the debtors have the exclusive right to file a plan of reorganization to at least Aug.15 and the exclusive right to solicit votes on the Chapter 11 plan to at least Oct. 15.

Archie Dykes, c.e.o. of Fleming, said, "The approval of Fleming's disclosure statement is another important milestone in our efforts. We believe that this plan of reorganization will provide the best recovery to Fleming's creditors and are pleased that both the unsecured creditors' committee and the official committee of reclamation creditors have recommended that their respective constituents vote in favor of the plan."

Mike Walsh, c.e.o.of Core-Mark, said, "We appreciate the continued support of Core-Mark's customers and vendors while we have worked through this difficult situation. We look forward to emergence from Chapter 11 with a solid foundation including a strong management team, committed financing to drive the business, and a fully integrated network of twenty-two distribution centers across the U.S. and Canada to efficiently service our customers."

The same day CVCMA, LLC, a Dallas-based executive group, filed motions before Chief U.S. Bankruptcy Judge Mary Walrath in Wilmington, to terminate the exclusivity of Fleming, Inc. in its Chapter 11 proceedings, and to have the bankruptcy court consider the all-cash offer of $315 million for Core-Mark, currently the country's second-largest wholesale distribution company, recently made by CVCMA. The group also moved to have the court give it a short period to complete an alternate POR and file new disclosure statements that would incorporate its all-cash offer.
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