======================================================================= VLASIC FOODS BANKRUPTCY NEWS Issue Number 1 ----------------------------------------------------------------------- Copyright 2000 (ISSN XXXX-XXXX) January 30, 2001 ----------------------------------------------------------------------- Bankruptcy Creditors' Service, Inc. Phone 609-392-0900 FAX 609-392-0040 ----------------------------------------------------------------------- VLASIC FOODS BANKRUPTCY NEWS is published by Bankruptcy Creditors' Service, Inc., 24 Perdicaris Place, Trenton, New Jersey 08618, on an ad hoc basis (generally every 10 to 20 days) as significant activity occurs in the Debtors' cases. Each issue is prepared by Peter A. Chapman, Editor. Subscription rate is US$45 per issue. Reproduction of VLASIC FOODS BANKRUPTCY NEWS is prohibited without permission. ======================================================================= IN THIS ISSUE ------------- [00001] BACKGROUND & DESCRIPTION OF VLASIC FOODS [00002] COMPANY'S CONSOLIDATED BALANCE SHEET AS OF OCTOBER 29, 2000 [00003] COMPANY'S PRESS RELEASE CONCERNING CHAPTER 11 FILING [00004] DEBTORS' CHAPTER 11 DATABASE [00005] CONSOLIDATED LIST OF VLASIC'S 39 LARGEST UNSECURED CREDITORS KEY DATE CALENDAR ----------------- 01/29/01 Voluntary Petition Date 02/13/01 Deadline for filing Schedules of Assets and Liabilities 02/13/01 Deadline for filing Statement of Financial Affairs 02/13/01 Deadline for filing List of Leases and Executory Contracts 02/19/01 Deadline to provide Utility Companies with adequate assurance 03/30/01 Deadline to assume or reject leases and executory contracts 04/30/01 Deadline for removal of actions pursuant to F.R.B.P. 9027 05/29/01 Expiration of Debtors' Exclusive Period to propose a Plan 07/30/01 Expiration of Debtors' Exclusive Solicitation Period 01/29/03 Deadline for Debtors' Commencement of Avoidance Actions Organizational Meeting with UST to form Official Committees Bar Date for filing Proofs of Claim First Meeting of Creditors pursuant to 11 U.S.C. Sec. 341(a) Expiration of DIP Financing Facility ----------------------------------------------------------------------- [00000] HOW TO ORDER A SUBSCRIPTION TO VLASIC FOODS BANKRUPTCY NEWS ----------------------------------------------------------------------- VLASIC FOODS BANKRUPTCY NEWS is distributed to paying subscribers by electronic mail. New issues are published on an ad hoc basis as significant activity occurs (generally every 10 to 20 days) in the Debtors' cases. The subscription rate is $45 per issue. Newsletters are delivered via e-mail; invoices, transmitted with each newsletter issue, arrive by fax. Distribution to multiple individuals at the same firm is provided at no additional charge; folks outside of your firm should set-up and pay for their own subscriptions. Subscriptions may be canceled at any time without further obligation. 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Name: ---------------------------------------------- Firm: ---------------------------------------------- Address: ---------------------------------------------- ---------------------------------------------- Phone: ---------------------------------------------- Fax: ---------------------------------------------- E-Mail: ---------------------------------------------- ----------------------------------------------------------------------- [00001] BACKGROUND & DESCRIPTION OF VLASIC FOODS ----------------------------------------------------------------------- Vlasic Foods International Vlasic Plaza 6 Executive Campus Cherry Hill, NJ 08002-4112 Telephone (856) 969-7100 Fax (856) 969-7311 http://www.vlasic.com Vlasic Foods International (NYSE:VL) finds itself in a proverbial pickle with declining sales revenues, depressed earnings and too much debt. Vlasic has three segments that are organized based upon similar economic characteristics, manufacturing processes, marketing strategies and distribution channels: (A) Grocery Products Operations. The grocery products segment -- slated for sale to H.J. Heinz -- manufactures pickles and peppers and markets a diverse portfolio of pickle products, peppers and barbecue sauce; mostly with leading national or regional market positions. The grocery products segment accounted for approximately 32% of net sales in fiscal 2000, primarily from sales of pickles, relishes and other products marketed under the Vlasic brand name in the United States. (B) Frozen Food Operations. The frozen foods segment -- also rumored to be up for sale under the auspices of the bankruptcy court -- manufactures frozen dinners and other frozen foods and accounted for approximately 53% of net sales in fiscal 2000. The frozen foods segment derives the largest portion of its earnings from manufacturing frozen dinners, breakfasts and pot pies in the United States and marketing those products in the United States and Canada under the Swanson brand name. (C) United Kingdom Operations. The United Kingdom segment -- all comprised of non-debtor Vlasic affiliates -- manufactures and distributes frozen foods such as sausages, pies and savory-filled pastries as well as canned and jarred beans, pickles, fruits and vegetables. The United Kingdom segment accounted for approximately 15% of net sales in fiscal 2000, predominately from products manufactured and marketed under the Freshbake, SonA and Rowats brand names. Vlasic's flagship brand is Swanson. Swanson(R) has provided frozen meals for over 45 years. In 1954 Swanson(R) introduced the world's first "TV Dinner," with turkey, stuffing, mashed potatoes, gravy & peas. In the 80's, microwavable packaging was introduced to accommodate families' needs for quick, convenient meals. Vlasic's food products include Hungry-Man(R) Dinners, which are larger portion dinners which have the same taste as regular dinners but with at least 50% more meat, Fun Feast(R) Meals for children, Swanson(R) Pot Pies in chicken, turkey or beef varieties, with gravy and a mix of vegetables, surrounded by a flaky crust, Swanson(R) Hungry-Man(R) pot pies with 100% more meat than regular Swanson(R) pot pies, Great Starts(R), a variety of breakfast entrees such as pancakes, scrambled eggs, and french toast, with sides like sausage, bacon, hash browns and home fries, and Great Starts(R) Buscuit or Muffin sandwiches or a breakfast burrito. Under the Vlasic name, the Company markets various types of pickles. In 1942, a salesman from the Goldsmith Pickle Company approached Joe Vlasic, the Company's founder, with a new idea: a Polish pickle that was packed in glass jars. It was more expensive than pickles sold by the other companies but a trial was made. Orders were greater than the Goldsmith company could supply, and Joe Vlasic began to sell the pickles under the Vlasic label. Vlasic Foods International was created as a spin-off from Campbell Soup Inc. In 1998, Campbell distributed one share of Vlasic common stock to shareowners of Campbell for every ten shares of Campbell capital stock held at the record date in a tax-free distribution. Members of Campbell's founding Dorrance family own 37% of Vlasic Foods. At the time of the spin-off, Vlasic began operations as a separate independent publicly-owned company. In connection with the spin-off, Campbell contributed Swanson frozen foods in the United States and Canada, Vlasic pickles, Open Pit barbecue sauce, Campbell mushrooms in the United States, Freshbake and non-branded frozen foods and SonA and Rowats pickles and beans in the United Kingdom, Swift and non-branded processed beef in Argentina and Kattus gourmet foods distribution in Germany. The Kattus business and the Argentine beef business, Swift- Armour, were each sold at a loss in 1999. In an effort to clean out its pantry and focus on the core "Vlasic" and "Swanson" businesses, and to pay down debt, Vlasic sold Vlasic Farms, Inc., the fresh mushroom business, to Money's Mushrooms Ltd. in January, 2000. The sale price was $50 million, less post-closing purchase price adjustments of approximately $4.8 million. The net proceeds, net of transaction closing costs and amounts held on deposit to cover certain future costs related to the transaction, were used to repay a portion of the indebtedness outstanding under the senior credit facility. Vlasic retained liabilities from this sale of certain indemnified costs, property taxes and medical claims totaling $1.5 million. Vlasic also retained pre-sale projected benefit obligations for pensions and other postretirement benefits of approximately $14.1 million and $8.1 million, respectively as of July 30, 2000. The projected benefit obligations for pensions and other postretirement benefit are recorded in Other liabilities on the Consolidated Balance Sheet as of October 29, 2000. See subsequent entry at [00002]. Vlasic also remains contingently liable for workers' compensation claims incurred prior to the sale of the mushroom business of approximately $4 million in the event the buyer fails to satisfy this liability. On November 2, 2000, the buyer filed for protection under Chapter 11 of the U.S. Bankruptcy Code. Vlasic has been unable to make any assessment of the likelihood of its being required to make any payments for these workers' compensation claims. However, In order to satisfy certain worker's compensation self-insurance security deposit requirements, Vlasic has two irrevocable letters of credit which Vlasic was required to collaterize with deposits of $2.7 million and $2.2 million, respectively. In conjunction with the sale Vlasic entered into a Transition Services Agreement with the buyers through January 31, 2001, whereby Vlasic continued to perform certain administrative and accounting functions for fees that approximate cost. During the three months ended October 29, 2000, Vlasic received $0.4 million in such fees. In fiscal 1999, Vlasic issued senior subordinated notes with an aggregate principal amount of $200 million at an issue price of 98.472%. The notes mature on July 1, 2009. Interest on the notes accrues at the rate of 10 1/4% per annum and is payable semi-annually in arrears on January 1 and July 1 of each year, commencing on January 1, 2000. On or after July 1, 2004, the notes may be redeemed in whole or in part at a stated price. The senior credit facility as amended consists of (1) a senior secured term loan in a principal amount of $100 million and (2) senior secured revolving credit commitments providing for revolving loans, in the aggregate amount of up to $223.5 million. The senior credit facility has a final maturity date of February 20, 2003. Vlasic is required to make mandatory prepayments on the senior credit facility and permanently reduce revolving credit commitments under certain circumstances, including upon certain asset sales, issuance of debt securities, issuance of equity securities and receipt of casualty proceeds which includes property insurance proceeds and condemnation awards. At Vlasic's option, subject to certain requirements, loans may be prepaid in whole or in part. Under the revolving credit facility, the maximum amount of borrowings available is equal to the revolving credit commitment less any outstanding revolving loans. As part of the spin-off, the Companies incurred debt of approximately $560 million under a five-year $750 million unsecured revolving credit facility, consisting of $500 million of indebtedness assumed from Campbell and $60 million incurred to repay certain intercompany payables representing advances from Campbell to subsidiaries of Vlasic. As a result of operating losses incurred during the second, third, and fourth quarters in fiscal 2000, and the first quarter in fiscal 2001, Vlasic was not in compliance with the financial ratio covenants under the Company's senior credit facility. However, Vlasic requested and received a waiver through February 28, 2001, in consideration for the payment of a fee and an increase in interest rates. There were three key provisions of the waiver: (1) an escrow deposit to pay the January 2, 2001 interest payment of $10.25 million on the senior subordinated notes which was to be established by December 28, 2000 and could not be funded with funds generated from operations or proceeds of asset sales,; (2) certain events, including the payment in full of indebtedness outstanding under the senior credit facility, to take place by the expiration of the waiver, or if there was a Standstill Period, the expiration of the Standstill Period, or else the Companies would be required to pay an additional fee in the amount of $1.5 million to the senior credit facility bank syndicate; and (3) the Companies were to comply with certain tests of minimum sales and net worth and maximum capital expenditures. If the January Interest Payment was not paid within 30 days of the due date, there would be an event of default which upon a vote of the holders of at least 25% of the senior subordinated notes could cause the notes to be accelerated and a "payment blockage notice" could be delivered on the Company preventing it from making the January Interest Payment. The Standstill Period would expire on the later of (a) January 30, 2001 and (b) a forbearance date specified in any agreement by the holders of more than 75% of the outstanding senior subordinated notes to not accelerate the principal of such notes or enforce any other remedies for the enforcement of collection of such notes. As an immediate precipitating event, the Company announced that, because of a projected loss in the Company's second fiscal quarter ending January 28, 2001, it was probable that the Company was not in compliance with the minimum net worth test as of the end of the second fiscal quarter. ----------------------------------------------------------------------- [00002] COMPANY'S CONSOLIDATED BALANCE SHEET AS OF OCTOBER 29, 2000 ----------------------------------------------------------------------- VLASIC FOODS INTERNATIONAL CONSOLIDATED BALANCE SHEET As of October 29, 2000 ASSETS Current assets Cash and cash equivalents $ 10,012,000 Restricted cash 7,358,000 Accounts receivable 65,346,000 Inventories 135,464,000 Other current assets 6,004,000 ------------- Total current assets 224,184,000 ------------- Plant assets, net 176,652,000 Deferred income taxes 16,193,000 Other assets, principally intangible assets, net 57,481,000 ------------ Total assets $458,317,000 ============ LIABILITIES & SHARHOLDERS' EQUITY Current liabilities Notes payable $ 285,783,000 Payable to suppliers and others 51,470,000 Accrued liabilities 70,498,000 ------------- Total current liabilities 407,751,000 ------------- Long-term debt 197,258,000 Deferred income taxes 3,095,000 Other liabilities 41,885,000 ------------- Total liabilities 649,989,000 ------------- Shareowners' deficit Common stock, no par value; authorized 56,000,000 shares; issued 45,418 shares at October 29, 2000 137,758,000 Accumulated deficit (330,381,000) Accumulated other comprehensive loss 951,000 ------------- Total shareowners' deficit (191,672,000) ------------- Total liabilities and shareowners' deficit $ 458,317,000 ============= ----------------------------------------------------------------------- [00003] COMPANY'S PRESS RELEASE CONCERNING CHAPTER 11 FILING ----------------------------------------------------------------------- CHERRY HILL, New Jersey -- January 29, 2001 -- Vlasic Foods International (NYSE:VL) today announced that the company has reached an agreement to sell the assets of its namesake "Vlasic" condiments and "Open Pit" barbecue sauce businesses to H.J. Heinz Company for $195 million, subject to closing adjustments. "Vlasic" pickles are the top selling retail pickles in the United States and "Open Pit" barbecue sauces are the top selling grilling sauces in the mid-west U.S. The two businesses have combined fiscal year 2000 sales of approximately $300 million and have more than 550 full-time and 450-550 seasonal employees, principally at two manufacturing facilities located in Imlay City, Mich., and Millsboro, Del. Concurrently, Vlasic Foods said today that it has voluntarily filed petitions in the U.S. District Court in Wilmington, Del., under Chapter 11 of the U.S. Bankruptcy Code in order to implement the terms of the Heinz sale. Vlasic Foods International also filed a motion seeking the Court's approval of an asset purchase agreement with Heinz pursuant to section 363 of the Bankruptcy Code. The bankruptcy process makes the sale subject to a competitive sale process whereby higher and better offers for the "Vlasic" and "Open Pit" businesses can be considered. Vlasic Foods obtained the consent and support of its lenders to its continued use of more than $20 million of cash collateral. The Company believes it is near completing negotiations with respect to an additional $25 million stand-by debtor-in-possession (DIP) financing that will also be provided by its pre-petition lenders. The Company previously reported that it retained Goldin Associates, a nationally recognized turnaround manager, to provide interim management services and assist in implementing a financial restructuring. David Pauker, managing director of Goldin Associates, said, "The Company's cash position is more than double the comparable year-ago figures. Both the $20 million of cash on hand and the $25 million DIP financing will be available for future operating needs, including payment under normal terms to suppliers and vendors for goods and services that are provided after today's filing. Our domestic businesses have exceptional distribution, enviable brand positions and make positive margin contributions to the business. The chief problem with the business has been its unsustainable level of debt. The bankruptcy relieves us of the burden of servicing significant portions of our debt and gives us the opportunity to find a permanent solution to the company's balance sheet problem. "The bankruptcy filing will enable us to consummate the sale of the condiments and barbecue sauce businesses and free us to address the future of the North American frozen foods and our other businesses. We will consider seriously all our options, including a financial restructuring in which we exchange debt for equity in a reorganized company. We will also continue to explore the possible sale of one or more of our remaining businesses," said Pauker. The Company said employees will continue to be paid in the normal manner and that it is seeking and expects to immediately obtain a routine court order to continue to provide normal employee benefits, including health insurance, vacation pay, 401(k) and the like. The Company's qualified pension plans for retirees and vested employees are fully funded and protected by federal law. The Company also is seeking and expects to immediately obtain a court order ensuring that all customer coupons and promotional commitments will be honored in accordance with existing practices. All of Vlasic Foods' U.S. operating subsidiaries filed voluntary Chapter 11 petitions today. None of the Company's other subsidiaries and affiliates, including its operations in Canada and the U.K., are included in the filing, as they are not guarantors to the parent company's debt. The Company's Canadian and U.K. operations have little or no debt and have sufficient liquidity to meet their operating demands. Mark McCallum, President of Vlasic Foods' North American division, noted that the Heinz transaction makes sense because Heinz is in an excellent position to capitalize on the growth potential of the brands. "The Vlasic brand is an icon with exceptional consumer recognition and distribution in the shelf-stable segment of the grocery business. The brand presents significant extension opportunities across a variety of food and condiment categories beyond its current pickle, pepper and relish offerings including a variety of vegetable products in numerous packaging forms. In addition, we have recently begun to make inroads into the refrigerated segment with Vlasic and growth opportunities there are also significant. The Open Pit brand has broad applicability across the condiment category." Pauker said, "We want to assure all of our customers, suppliers, brokers, employees, retirees and investors that we are continuing to run our businesses and that our products will continue to be available in practically every supermarket in the country for consumers to enjoy. All of our operations are open today and focused on serving our customers and consumers." ----------------------------------------------------------------------- [00004] DEBTORS' CHAPTER 11 DATABASE ----------------------------------------------------------------------- LEAD DEBTOR: VF Brands, Inc., a Delaware Corporation BOX 625, RTE. 331 MILLSBORO, DE 19966-0625 DEBTOR AFFILIATES FILING SEPARATE CHAPTER 11 PETITIONS: Company State of Incorporation ------- ---------------------- Vlasic Foods International, Inc. New Jersey Aligar, Inc. Delaware Cargal, Inc. Delaware Vlasic Foods Distribution Company Arkansas Vlasic Standards, Inc. New Jersey Vlasic International Brands Inc. Delaware Vlasic International Sales Inc. New Jersey Chapter 11 Petition Date: January 29, 2001 Court: United States Bankruptcy Court District of Delaware Marine Midland Plaza Building 824 Market Street, Fifth Floor Wilmington, DE 19801 Bankruptcy Case Nos.: 01-00285 through 01-00292 Judge: The Honorable Sue L. Robinson Circuit: Third Debtors' Counsel: Sally McDonald Henry, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square New York, New York 10036 Telephone (212) 735-3000 Fax (212) 735-3244 David R. Hurst, Esq. Skadden, Arps, Slate, Meagher & Flom LLP One Rodney Square Wilmington, DE 19899-0636 Telephone (302) 651-3000 U. S. Trustee: Daniel Astin, Esq. Assistant United States Trustee Office of the United States Trustee Curtis Center, 9th Floor West 901 Walnut Street Philadelphia, PA 19106 Telephone (215) 597-4411 Reported Financial Condition: Total Assets: $ 458,317,000 as of October 29, 2000 Total Liabilities: $ 649,989,000 as of October 29, 2000 Number of shares of preferred stock: 4 million shares authorized, none outstanding Number of shares of common stock: 56 million shares authorized, 45,418,203 outstanding ----------------------------------------------------------------------- [00005] CONSOLIDATED LIST OF VLASIC'S 39 LARGEST UNSECURED CREDITORS ----------------------------------------------------------------------- Creditor Nature of Claim Amount -------- --------------- ------ The Bank of New York 10-1/4% Senior $197,226,000 Indenture Trustee Subordinated 101 Barclay Street, 21 West Notes due 2009 New York, New York 10286 Attn: Mary Lacumina Corporate Trust Trustee Admin. Tel: (212) 815-5284 Fax: (212) 815-5915 Falkner Produce Trade debt $ 352,994 51450 CR 352 Decatur, MI 49045 Attn: John Falkner Tel: (616) 423-7503 Fax: (616) 423-2041 ABB Flexible Automation Inc. Trade debt $ 319,065 2487 Commerce Drive New Berlin, WI 53151 Attn: Brian Thelen Tel: (414) 785-3400 Fax: (414) 780-5149 Southeastern Wisconsin Prods Trade debt $ 195,863 500 West Edgerton Ave. Milwaukee, WI 53207 Tel: (414) 482-1730 Fax: (414) 482-2812 G. D. McDonald & Associates, Inc. Trade debt $ 195,138 5661 W. Fillmore Road Ithaca, MI 48847 Tel: (517) 875-4719 Fax: (517) 875-8821 Fort James Corp.-PA Trade debt $ 177,948 5 Great Valley Pky, Ste. 180 Malvern, PA 19355 Attn: Linda Cahill Tel: (610) 647-6333 Fax: (203) 452-3517 Whiting Distribution SVS, Inc. Trade debt $ 134,506 P. O. Box 33881 Detroit MI 48232-8150 Tel: (313) 664-4126 Fax: (313) 664-4200 Simmons/MC Alester Trade debt $ 133,370 P. O. Box V Van Buren, AR 72957 Tel: (918) 426-2002 Fax: (918) 426-1221 Weyerhaeuser Company Trade debt $ 126,451 P. O. Box 640160 Pittsburgh, PA 15264 Attn: Stan Bigalow/Bud Tel: (816) 364-2341 x 331-5100 Fax: (908) 247-9569 Detroit Edison Trade debt $ 115,239 P. O. Box 67-069A Detroit, MI 48267 Tel: (313) 235-8000 Fax: (248) 223-2530 Northeastern Product Trade debt $ 98,471 Products Company Division of Campbell Soup Company 3500 S. Clinton Avenue South Plainfield, NJ 07080 Tel: (908) 501-1610 Fax: (908) 769-9200 Burt Lewis, Inc. Trade debt $ 89,760 1301 West 22nd Street Oak Brook, IL 60521 Tel: (708) 571-3131 Fax: (630) 571-3134 Hydrite Chemical Company Trade debt $ 84,291 2815 WCF&N Drive Waterloo, IA 605A Attn: Dave Burger Tel: (800) 373-2925 Fax: (319) 232-1112 Consume Insights Trade debt $ 81,066 4008 Bay Pointe Drive Gulf Breeze, FL 32561 Tel: (850) 934-4408 Fax: (850) 932-0388 United Feature Syndicate, Inc. Trade debt $ 80,000 P.O. Box 85271 Cincinnati, OH 45264 Tel: (513) 977-3000 Fax: (513) 977-3922 City of Fayettville Trade debt $ 71,677 113 West Mountain St. Fayettville, AR 72701 Tel: (501) 521-7700 Fax: (501) 575-8241 Fleming Geneva Trade debt $ 70,648 1015 W. Magnolia Avenue Geneva, AL 36340 Tel: (334) 684-3631 x5264 Fax: (334) 684-5224 Chep USA Trade debt $ 69,746 P.O. Box 101475 Atlanta GA 30392 Tel: (610) 334-0372 Nash Finch/MDV Trade debt $ 67,255 1133 Kingwood Avenue Norfolk, VA 23502 Attn: Hank Sheffer Tel: (757) 855-0114 Fax: (757) 853-9066 Oregon Potato Company Trade debt $ 65,648 P.O. Box 169 Boardman, OR 97818 Tel: (800) 336-6311 Fax: (541) 481-2483 Mooney DE Trade debt $ 63,667 39 Lackwanna Place Bloomfield, NJ 07003 Attn: Joan Mooney Tel: (973) 748-4966 Fax: (973) 748-4005 Leprino Foods Company Trade debt $ 63,612 P. O. Box 502759 St. Louis, MO 63150 Attn: Jim Launderdale Tel: (303) 480-2760 Fax: (303) 480-2605 Campbell Soup Company Trade debt $ 58,713 6200 Franklin Boulevard Sacramento, CA 95824 Attn: Jorge Danino Tel: (916) 428-7890 Fax: (916) 421-6125 SuperValu Tacoma Trade debt $ 52,490 1525 East D Street Tacoma, WA 98401 Attn: Helmut Wilp Tel: (206) 593-3181 Fax: (253) 404-4589 Information Resources, Inc. Trade debt $ 50,000 P.O. Box 71156 Chicago, 11, 60694 Tel: (312) 726-1221 Fax: (312) 474-3517 Barry Callebaut USA, Inc. Trade debt $ 47,966 P. O. Box 8500-71156 Philadelphia, PA 19178 Tel: (856) 663-2260 Fax: (856) 665-0474 Tree Top, Inc. Trade debt $ 44,424 P.O. Box 248 Selah, WA 98942 Tel: (800) 327-0490 Fax: (717) 293-8960 JR Simplot Company Trade debt $ 43,820 P.O. Box 8390 Boise, ID 83707 Attn: Lois Tel: (208) 384-8329 Fax: (208) 384-8017 Bama Foods Trade debt $ 42,155 537 East 66th Street North Tulsa, OK 74117 Tel: (919) 272-7997 Fax: (919) 272-8002 Lipton Trade debt $ 40,552 2200 Capot Drive Suite 200 Lisle, IL 60532 Fax: (630) 955-5231 Telerx Trade debt $ 39,763 723 Dresher Road Horsham, PA 19044 Tel: (215) 347-5700 Fax: (215) 347-5800 White Cap, Inc. Trade debt $ 37,549 1140 31st Street Downers Grove, IL 60615 Attn: Bob Reay Tel: (312) 637-6070 Fax: (630) 241-6644 Multi-Craft Contractors Trade debt $ 37,371 2300 Lowell Road Springda1e, AR 72764 Tel: (501) 751-4330 Fax: (501) 751-4399 Watermill Foods, Inc. Trade debt $ 35,079 235 East Broadway Milton-Freewater, OR 97862 Tel: (541) 938-6654 Fax: (541) 938-6449 Lincoln Graphics, Inc. Trade debt $ 34,684 1110 Cornell Avenue Cherry Hill, NJ 08002 Tel: (856) 662-3433 Fax: (856) 665-9415 Dabco, Inc. Trade debt $ 34,489 153 Country Line Road Springdale, AR 72764 Tel: (501) 750-2025 Fax: (501) 750-1593 SuperValu Denver Trade debt $ 33,851 1083 Tower Road Aurora, CO 80011 Tel: (303) 361-0207 Fax: (303) 361-0361 Classic Egg Product, Inc. Trade debt $ 33,779 1100 Blair Avenue Neosho, MO 64850 Attn: Ronald Bennett Tel: (800) 749-2002 Fax: (417) 451-3104 Twin City Foods, Inc. Trade debt $ 33,242 P.O. Box 699 Stanwood, WA 98292 Tel: (206) 629-2111 Fax: (206) 515-2499 *** End of Issue No. 1 ***