================================================================= WINN-DIXIE BANKRUPTCY NEWS Issue Number 1 ----------------------------------------------------------------- Copyright 2005 (ISSN XXXX-XXXX) February 23, 2005 ----------------------------------------------------------------- Bankruptcy Creditors' Service, Inc. 215-945-7000 FAX 215-945-7001 ----------------------------------------------------------------- WINN-DIXIE BANKRUPTCY NEWS is published by Bankruptcy Creditors' Service, Inc., 572 Fernwood Lane, Fairless Hills, Pennsylvania 19030, on an ad hoc basis (generally every 10 to 20 days) as significant activity occurs in the Debtors' cases. New issues are prepared by Riza Marie Deloria, Christopher G. Patalinghug, Frauline S. Abangan and Peter A. Chapman, Editors. Subscription rate is US$45 per issue. Any re-mailing of WINN-DIXIE BANKRUPTCY NEWS is prohibited. ================================================================= IN THIS ISSUE ------------- [00000] HOW TO SUBSCRIBE TO WINN-DIXIE BANKRUPTCY NEWS [00001] BACKGROUND & DESCRIPTION OF WINN-DIXIE STORES, INC. [00002] WINN-DIXIE'S CONSOLIDATED BALANCE SHEET AT JAN. 12, 2005 [00003] COMPANY'S PRESS RELEASE ANNOUNCING CHAPTER 11 FILING [00004] WINN-DIXIE CHAPTER 11 DATABASE [00005] LIST OF WINN-DIXIE'S 50-LARGEST UNSECURED CREDITORS [00006] NYSE HALTS TRADING & MOVES TO DELIST WINN-DIXIE SHARES [00007] S&P LOWERS WINN-DIXIE DEBT RATINGS TO 'D' [00008] S&P PUTS WINN-DIXIE CERTIFICATES RATINGS ON CREDITWATCH [00009] NEW PLAN EXCEL COMMENTS ON WINN-DIXIE BANKRUPTCY [00010] DEBTORS' MOTION FOR AUTHORITY TO USE CASH COLLATERAL [00011] DEBTORS' MOTION TO OBTAIN $800,000,000 OF DIP FINANCING KEY DATE CALENDAR ----------------- 02/21/05 Voluntary Petition Date 03/08/05 Deadline for filing Schedules of Assets and Liabilities 03/08/05 Deadline for filing Statement of Financial Affairs 03/08/05 Deadline for filing Lists of Leases and Contracts 03/13/05 Deadline to provide Utilities with adequate assurance 04/22/05 Deadline to make decisions about lease dispositions 05/22/05 Deadline to remove actions pursuant to F.R.B.P. 9027 06/21/05 Expiration of Debtors' Exclusive Plan Proposal Period 08/20/05 Expiration of Debtors' Exclusive Solicitation Period 02/21/07 Deadline for Debtors to Commence Avoidance Actions Organizational Meeting with UST to form Committees First Meeting of Creditors pursuant to 11 USC Sec. 341 Bar Date for filing Proofs of Claim ----------------------------------------------------------------- [00000] HOW TO SUBSCRIBE TO WINN-DIXIE BANKRUPTCY NEWS ----------------------------------------------------------------- WINN-DIXIE 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' chapter 11 proceedings. The subscription rate is US$45 per issue. Newsletters are delivered via e-mail; invoices, transmitted following publication of each newsletter issue, arrive by fax. Re-mailing of WINN-DIXIE BANKRUPTCY NEWS is prohibited. 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: ---------------------------------------------- (Distribution to multiple professionals at the same firm is provided at no additional cost.) WINN-DIXIE 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' chapter 11 proceeding. The subscription rate is US$45 per issue. Newsletters are delivered via e-mail; invoices, transmitted following publication of each newsletter issue, arrive by fax. Re-mailing of WINN-DIXIE BANKRUPTCY NEWS is prohibited. 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. ----------------------------------------------------------------- [00001] BACKGROUND & DESCRIPTION OF WINN-DIXIE STORES, INC. ----------------------------------------------------------------- WINN-DIXIE STORES, INC. 5050 Edgewood Court Jacksonville, FL 32254-3699 Telephone (904) 783-5000 Fax (904) 783-5294 http://www.winn-dixie.com/ Northern Division 2401 Nevada Blvd. Charlotte, NC 28273 Telephone (704) 587-4000 Central Division 15500 West Beaver Street Baldwin, FL 32234 Telephone (904) 266-8000 Western Division 1550 Jackson Ferry Road Montgomery, AL 36104-1718 Telephone (334) 240-6200 Southern Division 1141 S.W. 12th Ave. Pompano Beach, FL 33069-4671 Telephone (954) 783-2700 Bahamas Division City Market and Winn-Dixie Stores P.O. Box N3738 Nassau, Bahamas Telephone (242) 393-2830 Operating 920 grocery stores in the United States, Winn-Dixie is one of the largest food retailers in the United States. Winn- Dixie stores are located in Florida, Georgia, North Carolina, South Carolina, Alabama, Mississippi, Louisiana, Kentucky, Ohio, Tennessee, Indiana, Virginia, Oklahoma and Texas, and the Bahamas. The Company's retail support centers are located in Jacksonville, Pompano, Miami, and Orlando, Florida; Clayton and Charlotte, North Carolina; Montgomery, Alabama, New Orleans and Hammond, Louisiana; and Atlanta, Georgia. In addition, Winn-Dixie operates facilities that produce or process coffee, tea and spices, carbonated and non-carbonated drinks, crackers, corn snacks and cookies, frozen pizza, sausage, luncheon and smoked meats, mayonnaise and salad dressing, preserves and peanut butter, eggs and dairy products. With more than $12 billion in annual revenues, Winn-Dixie recently ranked No. 162 on the FORTUNE 500(R). Winn-Dixie Stores, Inc. is publicly owned, and its common stock has traded on the New York Stock Exchange since 1952 under the ticker symbol WIN. Winn-Dixie operates in a highly competitive supermarket industry that is generally characterized by intense competition and narrow profit margins. Winn-Dixie competes directly with national, regional, and local supermarket chains and independent supermarkets, as well as with Wal-Mart, similar supercenters, and other non-traditional grocery retailers like dollar discount stores, drug stores, convenience stores, warehouse club stores, and conventional department stores. Substantially all of the Debtors' store locations are leased rather than owned. Winn-Dixie employs nearly 79,000 associates -- approximately 33,000 on a full-time basis and 46,000 on a part-time basis. The Company's payroll expenses will total $92,342,000 over the next 30 days. The Road to Chapter 11 In January 2004, Bennett L. Nussbaum, Winn-Dixie's Chief Financial Officer relates, the Company announced a series of actions designed to improve its competitive position. That Five-Part Strategic Plan included: (a) a review of business strategies and marketing programs, (b) an expense reduction plan designed to achieve a $100 million annual expense reduction, (c) a market positioning review through which markets will be identified as either core, and positioned for future investment and growth, or non-core, and evaluated for sale or closure, (d) an image makeover program targeting approximately 700 stores for facilities improvement, and (e) a process re-engineering initiative that is intended to enhance organizational effectiveness and company business initiatives. As part of the Strategic Plan, Winn-Dixie committed to focus on a core base of stores across 36 designated marketing areas in the United States. Winn-Dixie decided to: -- exit 156 stores, -- exit three distribution centers, -- sell or close four manufacturing plants, and -- consolidate two dairy operations. Of these facilities, Winn-Dixie exited 135 stores, three distribution centers, and three manufacturing plants since April 2004. Despite the implementation of the Strategic Plan, during the remainder of 2004, Winn-Dixie continued to experience significant sales declines and market-share losses. Winn-Dixie's financial performance was affected not only by operating losses but also by ongoing obligations relating to a significant number of store locations where Winn-Dixie no longer operates. Winn- Dixie will be walking away from a substantial number of these burdensome leases as quickly as the Bankruptcy Court can sign an order approving their rejection. In anticipation of the 2004 holiday season, Winn-Dixie increased its purchasing activities in October and November. When holiday sales were lower than expected, Winn-Dixie experienced higher- than-anticipated inventory levels and lower-than-anticipated accounts payable, resulting in increased borrowings under their Credit Agreement and reduced liquidity. On February 10, 2005, Winn-Dixie announced that during its first and second fiscal quarters ending on January 12, 2005, it incurred losses totaling $552.8 million. Winn-Dixie also announced that for its second fiscal quarter, identical-store sales declined by 4.9% as compared to the second quarter of the prior year. Winn-Dixie's financial results and decrease in liquidity, coupled with downgrades by Moody's Investor Services and Standard & Poor's Rating Services, as well as negative press coverage, led a number of Winn-Dixie's trade creditors to demand shorter payment terms. Since the announcement of Winn-Dixie's financial results on February 10, 2005, Winn-Dixie has experienced a reduction in vendor and other credit by more than $130 million. As a result, Winn-Dixie has been forced to conclude, after consultation with its advisors, that the company's interests and the interests of its creditors, employees, and customers will be best served by a reorganization under Chapter 11 of the Bankruptcy Code. "As part of Winn-Dixie's restructuring under Chapter 11," Mr. Nussbaum says, "Winn-Dixie intends to implement further asset rationalization and expense reduction plans and to utilize new sales initiatives to improve Winn-Dixie's brand image and competitive position, with the goal of improving operations and financial performance and strengthening their business for the benefit of creditors, customers, employees, and the communities in which Winn-Dixie operates." ----------------------------------------------------------------- [00002] WINN-DIXIE'S CONSOLIDATED BALANCE SHEET AT JAN. 12, 2005 ----------------------------------------------------------------- WINN-DIXIE STORES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS3 January 12, 2005 (Unaudited) ASSETS Current Assets: Cash and cash equivalents $31,587,000 Marketable securities 19,440,000 Trade and other receivables, less allowance for doubtful items of $4,289,000 108,746,000 Insurance claims receivable 16,895,000 Income tax receivable 55,593,000 Merchandise inventories less LIFO reserve of $214,070,000 904,396,000 Prepaid expenses and other current assets 40,007,000 Assets held for sale 24,302,000 -------------- Total current assets 1,200,966,000 Property, plant and equipment, net 878,787,000 Other assets, net 155,804,000 -------------- Total assets $2,235,557,000 ============== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Current portion of long-term debt 260,000 Current obligations under capital leases 2,753,000 Accounts payable 410,376,000 Reserve for insurance claims and self-insurance 98,904,000 Accrued wages and salaries 103,731,000 Accrued rent 122,194,000 Accrued expenses 127,376,000 -------------- Total current liabilities 865,594,000 Reserve for insurance claims and self-insurance 185,435,000 Long-term debt 300,429,000 Long-term borrowings under revolving credit facility 153,000,000 Obligations under capital leases 11,110,000 Defined benefit plan 69,777,000 Lease liability on closed facilities, net of current portion 250,403,000 Other liabilities 35,037,000 -------------- Total liabilities 1,870,785,000 Commitments and contingent liabilities Shareholders' Equity: Common stock $1 par value. Authorized 400,000,000 shares; 154,332,048 shares issued and 142,168,096 shares outstanding at January 12, 2005 142,168,000 Additional paid-in-capital 30,970,000 Retained earnings 203,110,000 Accumulated other comprehensive loss (11,476,000) -------------- Total shareholders' equity 364,772,000 -------------- Total liabilities and shareholders' equity $2,235,557,000 ============== ----------------------------------------------------------------- [00003] COMPANY'S PRESS RELEASE ANNOUNCING CHAPTER 11 FILING ----------------------------------------------------------------- WINN-DIXIE STORES, INC. FILES FOR CHAPTER 11 REORGANIZATION TO ADDRESS FINANCIAL AND OPERATIONAL CHALLENGES -- All 920 Stores Open for Business -- Company Obtains $800 Million DIP Financing Commitment from Wachovia Bank JACKSONVILLE, Florida -- February 21, 2005 -- Winn-Dixie Stores, Inc. (NYSE: WIN) announced today that, in order to address the financial and operational challenges that have hampered its performance, the Company and 23 of its U.S. subsidiaries have filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. The filings were made in the evening of February 21 in the U.S. Bankruptcy Court for the Southern District of New York. All 920 Winn-Dixie stores in eight states and the Bahamas are open and serving customers. The Company's Customer Reward Card is being honored as usual and all other customer programs and policies, including those pertaining to coupons, gift cards and refunds, remain in effect. Winn-Dixie intends to use the reorganization process to take additional action to improve its operations and financial performance and strengthen its business. The Company is moving forward with new sales and merchandising initiatives to improve its customers' shopping experience and help drive sales growth across its chain. In addition, as part of its Chapter 11 restructuring, the Company will implement further asset rationalization, additional asset sales and expense reduction plans to enhance productivity and take best advantage of its asset base. The Company is also taking steps to substantially reduce its lease obligations on previously closed stores. To fund its continuing operations during the restructuring, Winn-Dixie has secured an $800 million debtor-in-possession (DIP) financing facility from Wachovia Bank, N.A. Subject to court approval, the DIP credit facility, which replaces the Company's previous $600 million credit line, will be used to supplement the Company's cash flow during the reorganization process. Following the recent announcement of Winn-Dixie's second quarter financial results, in which the Company reported increased losses and reduced liquidity, coupled with subsequent credit downgrades from the major debt rating agencies, Winn-Dixie experienced a tightening of trade credit from some of its vendors, which further reduced its cash availability. As a result, the Company concluded, after consultation with its advisors, that its interests and the interests of its creditors, associates, customers, and the communities in which it operates will be best served by continuing its turnaround by reorganizing under Chapter 11 of the Bankruptcy Code. Peter Lynch, President and Chief Executive Officer of Winn- Dixie, said: "We intend to use this reorganization process to take the actions necessary to position Winn-Dixie for future success. This includes achieving significant cost reductions, improving the merchandising and customer service in all locations and generating a sense of excitement in the stores. We deeply regret any adverse impact the Chapter 11 filing may have on our associates, vendors, shareholders and business partners. However, having spent the last two months taking an in-depth look at the Company and visiting over 50 stores across our chain, I am convinced that the Chapter 11 process will give us the opportunity we need to restructure our finances, strengthen our business performance and achieve a sustained turnaround at Winn- Dixie." Mr. Lynch continued, "We will focus on increasing sales quickly and cost-effectively across the chain by improving the execution of merchandising and sales-focused initiatives, reinvigorating the Company's store associates, and restoring a sales-driven culture across the organization. These plans include enhancing Winn-Dixie's perishables offerings and other product merchandising, as well as implementing store sales competitions and other initiatives to motivate associates to drive sales." In addition, Mr. Lynch said, Winn-Dixie intends to: * Evaluate the performance of every store and the terms of every lease in the Company's real estate portfolio with the objective of achieving a rationalized store "footprint" that allows the Company to operate profitably and increase cash flow and return on invested capital; * Seek Bankruptcy Court approval to immediately terminate the leases of two warehouses and approximately 150 stores that were closed previously, resulting in an annual cash savings of approximately $60 million; and * Pursue all opportunities to further reduce annual expenses and to sell non-core assets, including all remaining manufacturing operations. No final decisions regarding any additional store closings or market departures, beyond those previously announced by the Company, have been made at this time. The Company will announce any such decisions at a later date. Winn-Dixie has filed more than 25 "First Day Motions" in the Bankruptcy Court in New York to support its associates and vendors, together with its customers and other stakeholders. The court filings include requests to ensure that the Company will not have any interruption in maintaining the freshest products in its stores, honor its advertised and Customer Rewards Card specials, and ensure no disruption in its interaction with customers. Company associates are being paid in the usual manner and their health and welfare benefits are expected to continue without disruption. The Company's 401(k) profit sharing plan is maintained independently of the Company and is protected under federal law. The plan will continue to be administered as usual. In its most recent quarterly report on Form 10-Q, Winn-Dixie reported total assets of $2.2 billion and total liabilities of $1.9 billion, on a consolidated basis, as of January 12, 2005. The Company's subsidiary in the Bahamas was not included in the Chapter 11 filing and is operating as normal. WIN General Insurance, Inc., the Company's captive insurance entity, also was not included in the filing. Winn-Dixie's legal advisors are Skadden, Arps, Slate, Meagher & Flom LLP and King & Spalding LLP. The Company's financial advisors are XRoads Solutions Group LLC and The Blackstone Group LP. More information about Winn-Dixie's reorganization case is available on the Company's Web site at http://www.winn-dixie.com or as follows: Customers: 1-866-WINN-DIXIE (1-866-946-6349), Media: Kekst and Company -- Wendi Kopsick, (212) 521-4867, Caroline Gentile, (212) 521-4883, or Michael Freitag, (212) 521- 4896. Investors: 212-521-4835. About Winn-Dixie Winn-Dixie Stores, Inc., is one of the nation's largest food retailers. Founded in 1925, the Company is headquartered in Jacksonville, Fla. For more information, please visit http://www.winn-dixie.com/ ----------------------------------------------------------------- [00004] WINN-DIXIE CHAPTER 11 DATABASE ----------------------------------------------------------------- Lead Debtor: Winn-Dixie Stores, Inc. 5050 Edgewood Court Jacksonville, Florida 32254 Bankruptcy Case No.: 05-11063 Debtor affiliates filing separate chapter 11 petitions: Entity Case No. ------ -------- Dixie Stores, Inc. 05-11061 Table Supply Food Stores Co., Inc. 05-11062 Astor Products, Inc. 05-11064 Crackin' Good, Inc. 05-11065 Deep South Distributors, Inc. 05-11066 Deep South Products, Inc. 05-11067 Dixie Darling Bakers, Inc. 05-11068 Dixie-Home Stores, Inc. 05-11069 Dixie Packers, Inc. 05-11070 Dixie Spirits, Inc. 05-11071 Economy Wholesale Distributors, Inc. 05-11072 Foodway Stores, Inc. 05-11073 Kwik Chek Supermarkets, Inc. 05-11074 Sunbelt Products, Inc. 05-11075 Sundown Sales, Inc. 05-11076 Superior Food Company 05-11077 WD Brand Prestige Steaks, Inc. 05-11078 Winn-Dixie Handyman, Inc. 05-11079 Winn-Dixie Logistics, Inc. 05-11080 Winn-Dixie Montgomery, Inc. 05-11081 Winn-Dixie Procurement, Inc. 05-11082 Winn-Dixie Raleigh, Inc. 05-11083 Winn-Dixie Supermarkets, Inc. 05-11084 Type of Business: The Debtor is a food and drug retailer operating in the southeastern United States. See http://www.winn-dixie.com/ Chapter 11 Petition Date: February 21, 2005 Court: Southern District of New York (Manhattan) Judge: The Honorable Stuart M. Bernstein Debtors' Counsel: D. J. Baker, Esq. Sally McDonald Henry, Esq. Rosalie Walker Gray, Esq. SKADDEN ARPS SLATE MEAGHER & FLOM, LLP Four Times Square New York, NY 10036 Tel: 212-735-2150 Fax: 917-777-2150 - and - Sarah Robinson Borders, Esq. Brian C. Walsh, Esq. KING & SPALDING LLP 191 Peachtree Street Atlanta, GA 30303 Telephone: (404) 572-4600 Facsimile: (404) 572-5100 Debtors' Financial Advisor: Paul P. Huffard Senior Managing Director BLACKSTONE GROUP L.P. 345 Park Avenue New York, NY 10010 Debtors' Business & Strategic Consultants: BAIN & COMPANY The Monarch Tower, Suite 1200 3424 Peachtree Road Atlanta, GA 30326 Debtors' Financial & Operations Restructuring Consultants: Dennis I. Simon Managing Principal XROADS SOLUTIONS GROUP, LLC 400 Madison Avenue, 3rd Floor New York, NY 10017 Telephone (212) 610-5600 Fax (212) 610-5601 Debtors' Special Corporate Finance Counsel: Kenneth M. Kirschner, Esq. KIRSCHNER & LEGLER, P.A. 300A Wharfside Way Jacksonville, FL 32207 Debtors' Special Real Estate Counsel: Douglas G. Stanford, Esq. Andrew K. Daw, Esq. Diana Ross-Butler, Esq. Simone S. Kenyon, Esq. Walter C. Little, Esq. SMITH, GAMBRELL & RUSSELL, LLP Bank of America Tower 50 N. Laura Street, Suite 2600 Jacksonville, FL 32202 Claims Agent: Kathleen M. Logan President LOGAN & COMPANY, INC. 546 Valley Road, Second Floor Upper Montclair, NJ 07043 Telephone (973) 509-3190 Fax (973) 509-3191 ----------------------------------------------------------------- [00005] LIST OF WINN-DIXIE'S 50-LARGEST UNSECURED CREDITORS ----------------------------------------------------------------- Entity Nature of Claim Claim Amount ------ --------------- ------------ Wilmington Trust Company, Indenture Trustee $300,000,000 as Indenture Trustee for Noteholders Rodney Square North Wilmington, DE 19890 Tel: (302) 651-1343 Fax: (302) 652-8882 Capital Research and Noteholder $44,950,000 Management Company American Funds 333 South Hope Street Los Angeles, CA 90071 Attn: Abner D. Goldstine Tel: (213) 486-9200 Fax: (213) 486-9217 Vanguard Group Incorporated Noteholder $23,585,000 The Vanguard Group P. O. Box 2600 Valley Forge, PA 19482 Attn: Earl E. McEvoy Tel: (610) 669-1000 Fax: (610) 669-6605 Kraft (Kraft Foods, Kraft Trade Debt $15,069,002 Pizza, Nabisco) 22541 Network Place Chicago, IL 60673 Attn: Sandra Schirmang, Director of Credit Tel: (847) 646-6719 Fax: (847) 646-4479 Pepsico & Subsidiaries Trade Debt $14,560,373 P. O. Box 844700 Dallas, TX 75284 Attn: Marty Scaminaci, Director Financial Services Tel: (847) 483-7285 Ameriprime Funds Noteholder $9,925,000 IMS Capital Management 8995 SE Otty Road Portland, OR 97266 Attn: Carl W. Marker Tel: (800) 408-8014 Fax: (503) 788-4100 Proctor & Gamble Trade Debt $6,068,365 Distributing Co. P. O. Box 100537 Atlanta, GA 30384 Attn: Jay Jones, Credit Manager Tel: (513) 774-1782 Nestle (Nestle USA, Trade Debt $4,257,179 Nestle Purina, Nestle Water) P. O. Box 277817 Atlanta, GA 30384 Attn: Peter B. Knox, Director of Credit and Collections Tel: (818) 549-5779 Fax: (818) 326-7447 General Mills Inc. Trade Debt $3,686,114 P. O. Box 101412 Atlanta, GA 30392 Attn: Terri Johnson, Account Operation Development Manager Tel: (763) 293-2354 Unilever (HPC USA & Trade Debt $3,017,094 Best Foods) 1 Johns Street Clinton, CT 06413 Attn: Richard Bellis, Credit Manager Tel: (800) 726-9866 Fax: (630) 955-2720 Florida Coca-Cola Trade Debt $2,953,207 P. O. Box 30000 Orlando, FL 32891 Attn: Dick Stiteler, Director of Customer Financial Services Tel: (813) 569-3708 Fax: (813) 569-3783 ConAgra Grocery Products Co. Trade Debt $2,797,845 P. O. Box 409626 Atlanta, GA 30384 Attn: Robert Ellis, Corp Credit Analysis Manager Tel: (402) 998-2770 Fax: (402) 516-3751 Kimberly Clark Trade Debt $2,393,060 P. O. Box 915003 Dallas, TX 75391 Attn: Ted C. Banker, Sr. Credit Manager Tel: (865) 541-7602 Fax: (865) 541-7640 Reliance Standard Life Noteholder $2,150,000 Insurance Company 2001 Market Street, Suite 1500 Philadelphia, PA 19103 Attn: Earl E. McEvoy Tel: (267) 256-3500 Fax: (267) 256-3532 McKee Foods Corporation Trade Debt $2,063,108 P. O. Box 2118 Collegedale, TN 37315 Attn: Valerie Phillips, Sr. Credit Manager Tel: (423) 238-7111 Fax: (423)-238-7196 Sara Lee Foods Trade Debt $1,979,199 P. O. Box 905466 Charlotte, NC 28290 Attn: Joel Cartright, Credit Manager Tel: (513) 936-2406 Fax: (513) 936-2480 US Bank Corporation Trade Debt $1,850,000 P. O. Box 790428 St. Louis, MO 63179 Attn: Angela Trudeau, VP Relationship Management Tel: (612) 973-1339 Gourmet Award Foods Mid Trade Debt $1,712,776 Atlantic 4055 Deerpark Boulevard Elkton, FL 32033 Attn: Mark Kellum, National Account Manger Tel: (864) 444-5472 Fax: (904) 825-2054 Good Humor Breyers Ice Trade Debt $1,699,429 Cream P. O. Box 75604 Charlotte, NC 28275 Attn: Craig Stargardt, Credit Manager Tel: (920) 497-6310 Fax: (920) 497-6583 Keebler Company Trade Debt $1,690,095 P. O. Box 73451 Chicago, IL 60673 Attn: Dan Gilroy Tel: (404) 559-4540 ext 114 Fax: (404) 559-4565 CH Robinson Worldwide Inc. Trade Debt $1,567,192 P. O. Box 9121 Minneapolis, MN 55480 Attn: Teresa Bellman, Controller Tel: (952) 937-6711 Fax: (952) 937-6703 Del Monte Foods USA Trade Debt $1,523,117 1336 Solutions Center Chicago, IL 60677 Attn: Frank Buckstein, Manager Credit and Collections Tel: (412) 222-8045 Fax: (412) 222-2938 Fin Tech Trade Debt $1,500,000 4720 W. Cypress St. Tampa, FL 33607 Attn: Doug Wilhelm Tel: (800) 572-0854 Fax: (813) 289-5599 Powerhouse Produce LLC Trade Debt $1,380,436 P. O. Box 368 Riverhead, NY 11901 Attn: James Banks, Account Manger Tel: (631) 474-4673 Fax: (631) 369-7031 Gillette Company Trade Debt $1,356,588 P. O. Box 100800 Atlanta, GA 30384 Attn: Mary Trahan, Credit Manager Tel: (617) 463-9450 Coca-Cola Bottling Works Trade Debt $1,349,229 300 Coca-Cola Road Charlotte, NC 28275 Attn: Dick Stiteler, Director of Customer Financial Services Tel: (813) 569-3708 Fax: (813) 569-3783 Schreiber Foods, Inc. Trade Debt $1,348,983 P. O. Box 905008 Charlotte, NC 28290 Attn: Kris Skupas, Credit Manager Tel: (920) 455-6423 Fax: (800) 439-7634 Campbell Soup Co. Trade Debt $1,325,196 P. O. Box 101407 Atlanta, GA 30392 Attn: Maureen Hart, Sr. Credit Manager Tel: (856) 317-3123 Fax: (856) 342-3878 Georgia Pacific Corp. Trade Debt $1,318,376 P. O. Box 102487 Atlanta, GA 30368 Attn: Bob Moon, Credit Manager Tel: (770)-619-2214 Fax: (770) 619-0229 Ross Laboratories Trade Debt $1,316,295 Dept L-281 Columbus, OH 43260 Attn: Phil Polk, Controller Tel: (614) 624-5627 Fax: (614) 624-2751 Clorox Sales Co - KPD Trade Debt $1,313,037 P. O. Box 66123 Charlotte, NC 28275 Attn: Sybil Shaw, Credit Manager Tel: (678) 893-8805 Fax: (678) 893-8833 Kellogg Sales Company Trade Debt $1,274,260 P. O. Box 905193 Charlotte, NC 28290 Attn: Ron Mospek, Credit Manager Tel: (269) 961-2262 Fax: (888) 886-3190 Johnson & Johnson Trade Debt $1,268,232 P. O. Box 751059 Charlotte, NC 28275 Attn: John Wernicki, National Sales Director Tel: (800) 932-3025 Fax: (908) 243-0437 Riverdale Farms Trade Debt $1,228,022 P. O. Box 861093 Orlando, FL 32886 Attn: Vanessa Fernandez, Controller Tel: (305) 592-5760 Fax: (305) 592-5760 Anderson News LLC Trade Debt $1,225,488 P. O. Box 52570 Knoxville, TN 37950 Attn: Jennifer Voss, VP Accounting Tel: (800) 550-5713 Fax: (965) 584-1169 Fortis Benefits Insurance Noteholder $1,175,000 Company P. O. Box 3050 Milwaukee, WI 53201 Attn: Becky Culver Tel: (262) 798-2620 Safe Harbor Seafood Trade Debt $1,154,897 4371 Ocean Street Mayport, FL 32233 Attn: Jack Jones, CFO Tel: (904) 246-4911 Fax: (904) 249-0255 Louisiana Coca-Cola Trade Debt $1,131,296 1314 Eraste Landry Road Lafayette, LA 70506 Attn: Dick Stiteler, Director of Customer Financial Tel: 904-616-4295 Edy's Grand Ice Cream Trade Debt $1,105,270 P. O. Box 406247 Atlanta, GA 30384 Attn: Fred Pomerantz, Credit Manager Tel: (510) 601-4312 Fax: (510) 601-4200 Goodman & Co. Investment Noteholder $1,100,000 Counsel Scotia Plaza 55th Floor 40 King Street West Toronto, Ontario M5H 4A9 Attn: Christy Yip Tel: (416) 363-9097 Fax: (416) 865-3463 Wyeth Consumer Healthcare Trade Debt $1,071,297 P. O. Box 75296 Charlotte, NC 28275 Attn: Larry Sanders, VP Global Finance Tel: (973) 660-6623 Fax: (973) 660-6623 Warner Lambert Consumer Trade Debt $1,044,914 Group 400 West Lincoln Avenue Lititz, PA 17543 Attn: Andy Helveston Tel: (973) 385-4963 Fax: (800) 250-4788 Gerber Products Company Trade Debt $1,044,436 445 State St. Freemont, MI 49413 Attn: Jeff Talee, Finance Manager Tel: (231) 928-2000 Fax: (901) 320-2884 Wellington Management Co. Noteholder $1,030,000 LLP Gateway Center Three 100 Mulberry Street Newark, NJ 07102 Attn: Earl E. McEvoy Securities Management and Noteholder $1,000,000 Research, Inc. 24500 South Shore Blvd. Suite 400 League City, TX 77573 Attn: Sherry Baker Tel: (281) 334-2469 Fax: (409) 621-7529 Coca-Cola Bottling Co. Trade Debt $993,280 300 Coca-Cola Rd Charlotte, NC 28275 Attn: Julie Polanis, Credit Manager Tel: (704) 557-4038 Sanderson Farms Trade Debt $991,457 P. O. Box 988 Laurel, MS 39441 Attn: Neal Morgan, Director of Sales Tel: (800) 267-1510 Fax: (601) 426-1503 DLJ Produce, Inc. Trade Debt $947,961 P. O. Box 2398 West Covina, CA 91793 Attn: Alan Yoshidone, Controller Tel: (626) 330-6849 Fax: (626) 330-6579 Schering Plough Health Care Trade Debt $931,674 P. O. Box 100373 Atlanta, GA 30384 Mike Davis, Group Leader Southern Region Tel: (908) 679-1527 Aviva Life Insurance Company Noteholder $775,000 108 Myrtle Street Newport Office Park Attn: Elizabeth Anne Dowd Tel: (617) 405-6000 Fax: (866) 295-0061 ----------------------------------------------------------------- [00006] NYSE HALTS TRADING & MOVES TO DELIST WINN-DIXIE SHARES ----------------------------------------------------------------- NEW YORK, New York -- February 22, 2005 -- The New York Stock Exchange announced today that it determined that the common stock of Winn-Dixie Stores, Inc. (the "Company") - ticker symbol WIN - should be suspended immediately. The Company has advised the NYSE that it expects that its common stock will trade on the OTC Bulletin Board. The Exchange's action is being taken in view of the Company's February 22, 2005 announcement that it and 23 of its U.S. subsidiaries have filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. The Company has a right to a review of this determination by a Committee of the Board of Directors of the Exchange. Application to the Securities and Exchange Commission to delist the issue is pending the completion of applicable procedures, including any appeal by the Company of the NYSE's staff decision. The NYSE noted that it may, at any time, suspend a security if it believes that continued dealings in the security on the NYSE are not advisable. ----------------------------------------------------------------- [00007] S&P LOWERS WINN-DIXIE DEBT RATINGS TO 'D' ----------------------------------------------------------------- NEW YORK, New York -- February 22, 2005 -- Standard & Poor's Ratings Services today lowered its debt ratings on Winn-Dixie Stores Inc. to 'D', following the company's announcement that it and 23 of its U.S. subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Jacksonville, Fla.-based Winn-Dixie had about $450 million of funded debt as of Jan. 12, 2005. At the same time, Standard & Poor's affirmed the recovery rating of '1' on Winn-Dixie's $600 million senior secured bank facility. The '1' recovery rating indicates a high expectation for full recovery of principal. "The affirmation is based on our assessment that the controls inherent in the bank facility are functioning properly to protect the interests of the lenders," explained Standard & Poor's credit analyst Mary Lou Burde. "As such, we believe the asset quality, borrowing base advance rates, and adequate reserves will allow for full recovery." The facility is secured by first-priority perfected liens on substantially all present and future assets of the borrower and its subsidiaries, subject to certain exceptions, including certain owned real estate and leasehold interests. To fund continuing operations during the restructuring, Winn-Dixie has obtained an $800 million debtor-in-possession (DIP) financing facility from Wachovia Bank N.A. The facility, which is subject to court approval, replaces the company's previous $600 million facility. Once the DIP loan is effective, the recovery rating on the existing facility will be withdrawn. Winn-Dixie's operating performance deteriorated significantly in recent years as better-positioned competitors gained market share. The company reported increased operating losses, negative cash flow, and reduced liquidity in its second quarter (ended Jan. 12, 2005), followed by a tightening of vendor credit. Winn-Dixie had previously announced a restructuring to include selected closings of stores, distribution centers, and manufacturing plants. As part of its Chapter 11 restructuring, the company will explore further asset rationalization, including the potential sale of all manufacturing operations. Still, Winn-Dixie will be challenged to stem the severe decline in sales and profitability in light of intensified competition. Complete ratings information is available to subscribers of RatingsDirect, Standard & Poor's Web-based credit analysis system, at http://www.ratingsdirect.com/ ----------------------------------------------------------------- [00008] S&P PUTS WINN-DIXIE CERTIFICATES RATINGS ON CREDITWATCH ----------------------------------------------------------------- NEW YORK, New York -- February 22, 2005 -- Standard & Poor's Ratings Services today placed all outstanding ratings on Winn- Dixie Pass Through Trust Certificates Series 1999-1 on CreditWatch with negative implications. The CreditWatch placement follows the lowering of Winn-Dixie Stores Inc.'s (Winn-Dixie) issuer credit rating to 'D' following its Feb. 21, 2005, Chapter 11 bankruptcy petition. The certificates are secured by mortgage notes secured by 15 properties that are leased to Winn-Dixie. The properties include nine distribution centers, five manufacturing plants, and a corporate headquarters building. Recent statements by the company have indicated that Winn- Dixie has closed at least two of the facilities, increasing the likelihood that the company will seek to terminate the leases in bankruptcy. Should this occur, there is a high likelihood that the certificates will not receive timely interest and/or would incur an ultimate principal loss, which will result in the ratings being lowered further to 'D'. RATINGS PLACED ON CREDITWATCH NEGATIVE Winn-Dixie Pass Through Trust Certificates Series 1999-1 Rating Class To From ----- -------------------------------- A-1 CCC/Watch Neg CCC/Negative A-2 CCC/Watch Neg CCC/Negative A-3 CCC/Watch Neg CCC/Negative ----------------------------------------------------------------- [00009] NEW PLAN EXCEL COMMENTS ON WINN-DIXIE BANKRUPTCY ----------------------------------------------------------------- NEW YORK, New York -- February 22, 2005 -- New Plan Excel Realty Trust, Inc. (NYSE: NXL) today provided supplemental disclosure on its Winn-Dixie Stores leases in response to Winn- Dixie Stores filing for Chapter 11 reorganization. In connection with the bankruptcy filing, Winn-Dixie Stores filed a motion to reject 148 leases primarily related to dark store locations, including two locations owned by New Plan. The store locations represented by these two leases are not physically occupied and aggregate 91,162 square feet of gross leasable area and approximately $655,529 of annual base rent, or approximately $7.19 per square foot. This represents approximately $0.006 per share or less than one-quarter of one percent (0.161 percent) of the Company's total annual base rent of approximately $406.7 million. Additionally, total common area maintenance, real estate taxes and insurance reimbursements for the two store locations aggregate approximately $174,000 per year or $1.91 per square foot. New Plan is already in active negotiations for replacement tenants at both locations. In addition to the two leases discussed, New Plan has 20 Winn-Dixie Stores leases in its portfolio, including four leases at properties held in a joint venture in which the Company has a 10 percent interest (one of which commenced in early 2005). The 20 leases include one location that was assigned previously to Fiesta Mart, owned by The Grocers Supply Co. Inc. The 19 operating Winn-Dixie Stores locations, which exclude the Fiesta Mart, aggregate (including New Plan's pro rata share of joint venture properties) 719,468 square feet of gross leasable area and $4.5 million of annual base rent, or approximately $6.26 per square foot. This represents approximately 1.1 percent of the Company's total annual base rent. Additionally, total common area maintenance, real estate taxes and insurance reimbursements aggregate approximately $1.6 million or $2.17 per square foot. The stores are located primarily in the Gulf States, including nine stores in Florida and one store each in Alabama, Louisiana and Mississippi. Of the remaining stores, four are located in Georgia, two are located in Tennessee and one is located in North Carolina. The average store size is 46,807 square feet and sales for locations open more than one year average $334 per square foot. The shopping centers encompassing the 19 Winn-Dixie Stores locations are on average 97 percent leased and 15 of the shopping centers have an operating anchor tenant in addition to the Winn-Dixie store. New Plan has not been informed of Winn-Dixie Stores' plans to reject or affirm these leases or its financial obligations thereunder. Considering the potential impact on annual base rent and expense reimbursements, including common area maintenance, real estate taxes and insurance; the potential impact of co-tenancy clauses; and the potential impact of rent reductions related to Winn-Dixie Stores Chapter 11 filing, New Plan reaffirms its previously issued earnings guidance set forth on October 28, 2004. As such, the Company reaffirms that its anticipated 2005 net income available to common stockholders per share and funds from operations per share, both on a diluted basis, will be in the range of $1.20 to $1.25 and $2.08 to $2.13, respectively. Any additional rejection of leases by Winn-Dixie Stores could have an adverse impact on this guidance. New Plan Excel Realty Trust, Inc. is one of the nation's largest real estate companies, focusing on the ownership and management of community and neighborhood shopping centers. The Company operates as a self-administered and self-managed REIT, with a national portfolio of 404 properties, including 26 properties held through joint ventures, and total assets of approximately $3.8 billion. Its properties are strategically located across 35 states and include 384 community and neighborhood shopping centers, primarily grocery or name-brand discount chain anchored, with approximately 56.0 million square feet of gross leasable area, and 20 related retail real estate assets, with approximately 1.8 million square feet of gross leasable area. For additional information, please visit http://www.newplan.com/ ----------------------------------------------------------------- [00010] DEBTORS' MOTION FOR AUTHORITY TO USE CASH COLLATERAL ----------------------------------------------------------------- Prior to the Petition Date, Winn-Dixie Stores, Inc., and its debtor-affiliates borrowed money under a Second Amended and Restated Credit Agreement dated June 29, 2004, with Wachovia Bank, N.A., as administrative agent; GMAC Commercial Finance LLC, as syndication agent; Wells Fargo Foothill, LLC, General Electric Capital Corporation, and The CIT Group/Business Credit, Inc., as co-documentation agents; Wachovia Bank, N.A., as successor by merger to Congress Financial Corporation (Florida), as collateral monitoring agent; and the several lenders from time to time party thereto. The Debtors' maximum borrowing capacity under the Pre-Petition Credit Agreement totals $600 million. Beginning on September 22, 2004, the Debtors failed to meet a financial test under the Pre-Petition Credit Agreement that limited the amount available for borrowings; however, the Debtors obtained a waiver of this financial test on February 9, 2005. The waiver requires that the Debtors perfect the lenders' security interest in assets with a requisite value on or before March 31, 2005. The waiver expires on June 29, 2005. According to Bennett L. Nussbaum, Winn-Dixie's Chief Financial Officer, the Pre-Petition Credit Agreement provides for revolving loans and the issuance of letters of credit. The company's obligations are secured by perfected, valid, binding and non- avoidable first priority security interests and liens on substantially all of the Debtors' personal property and owned real property. As of the Petition Date, the Debtors owe the Lenders $427,005,000 under the Pre-Petition Credit Agreement. $265,000,000 of this amount is for direct Loans under the Facility and $162,005,000 is for letter of credit obligations. Substantially all cash generated by the Debtors' businesses as of the Petition Date constitutes "cash collateral," as that term is defined in Section 363(a) of the Bankruptcy Code, and is subject to the interest of the Pre-Petition Lenders. Because the Debtors filed for bankruptcy, absent court authority pursuant to 11 U.S.C. Sec. 363(c), the Debtors have no right to use their lenders' cash collateral. The Debtors seek to use Cash Collateral immediately to pay employee salaries, payroll, taxes, the purchase of goods, materials and other general corporate and working capital purposes in the ordinary course of their businesses that become due and payable. At the Debtors' request and with the Pre-Petition Lenders' consent, Judge Bernstein permits the Debtors to use Cash Collateral on an emergency basis during the period commencing on the Petition Date, through and including 5:00 p.m., Eastern Standard Time, February 23, 2005, in an aggregate amount not to exceed, at any time, $100,000,000. Judge Bernstein emphasizes that the Cash Collateral may be used solely for the payment of payroll and other critical operating expenses. As adequate protection for any diminution in the value of the Collateral, the Pre-Petition Lenders are granted valid, binding, enforceable, non-avoidable and perfected replacement liens on and security interests in all currently owned and hereafter acquired assets or properties of each Debtor and its estate ----------------------------------------------------------------- [00011] DEBTORS' MOTION TO OBTAIN $800,000,000 OF DIP FINANCING ----------------------------------------------------------------- D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York, tells the Court that the Debtors do not have any currently available sources of funds other than the Cash Collateral and their proposed post-petition financing to carry on the operation of their businesses. "The Debtors urgently require working capital to continue their operations. The uncertainty concerning the Debtors' financial condition has curtailed the Debtors' availability of credit and acceptable credit terms," Mr. Baker says. More specifically, the Debtors' ability to maintain business relationships with their vendors and suppliers, to purchase new inventory, and otherwise to finance their operations is dependent on their ability to use cash collateral and obtain the funds made available under the DIP Financing. "Any potential disruption of the Debtors' operations would be devastating at this critical juncture," Mr. Baker says. "The inability of the Debtors to obtain sufficient liquidity and to make payments on certain obligations on a timely basis may result in a permanent and irreplaceable loss of business, causing a loss of value, to the detriment of the Debtors and all parties in interest." The Debtors have determined, in the exercise of their sound business judgment, that a postpetition credit facility, which permits them to obtain up to $800,000,000 in financing, and to use that credit to finance the operation of their businesses, is critical to their ongoing operations. Prior to the Petition Date, the Debtors surveyed various sources of postpetition financing and sought additional financing from both new and existing lenders. The Debtors concluded that the debtor in possession financing offered by Wachovia Bank National Association, as Administrative Agent and Collateral Agent, presented the best option available and will enable the Debtors to preserve their value as a going concern. Mr. Baker points out that the proposal received from the lending syndicate led by Wachovia is competitive and addresses the Debtors' working capital and liquidity needs. The papers delivered to the Bankruptcy Court do not identify the members of the lending syndicate. Mr. Baker relates that the Debtors engaged in good faith and extensive, arm's-length negotiations with Wachovia. These negotiations culminated in an agreement by Wachovia to provide postpetition financing. A full-text copy of the Postpetition Credit Agreement -- a 191- page, 52 megabyte Acrobat PDF file -- is available at no charge at: http://bankrupt.com/misc/Winn-Dixie-DIP-Facility.pdf Among the significant elements of the Loan Documents, and the proposed interim and final financing orders, are: Borrowers: Winn-Dixie Stores, Inc., Dixie Stores, Inc., Winn-Dixie Supermarkets, Inc., Winn-Dixie Montgomery, Inc., Winn-Dixie Procurement, Inc., and Winn-Dixie Raleigh, Inc. Guarantors: Debtors 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., and non-Debtor Dixon Realty Trust 1999-1. Commitment & Availability: Revolving credit facility of $800,000,000 in the aggregate, including any amounts outstanding under the letter of credit facility issued by Wachovia Bank, N.A., which may not exceed $300,000,000. Term: The DIP facility matures when a plan of reorganization is substantially consummated, but no later than February __, 2007. Purpose: Repayment in full of Pre-petition Lender Debt, and payment of administrative expense claims and certain fees. Carve-out: The Lenders agree to a $12,000,000 carve-out from their lien to permit payment of professional fees. Initial borrowings under the DIP Facility will be used to repay, in full, all amounts owed under the Pre-Petition Facility. Any Official Committee of Unsecured Creditors will have a 75-day window to challenge the transformation of that prepetition debt into a postpetition obligations. Borrowings under the DIP Facility are limited to the lesser of the sum of (i) certain inventory, (ii) pharmacy receivables, and (iii) fair market value of certain real property and leasehold property; and $800,000,000 minus all reserves. The Pre-Petition Lenders have consented and agreed to the priming of its liens in the Pre-Petition Collateral. The Post-Petition Lenders have agreed that the subordinated and junior lien in favor of the Pre-Petition Lenders upon the Pre-Petition Lender Collateral is a Permitted Lien under the Credit Agreement. The Debtors will grant their postpetition lenders an allowed superpriority administrative claim pursuant to Section 364(c)(1) of the Bankruptcy Code, which claim will have priority in right of payment over any and all other obligations, liabilities and indebtedness of the Debtors. The Debtors will also pay a variety of fees and expenses to Wachovia, as agent, totaling millions of dollars. The Debtors ask the Bankruptcy Court to enter an Interim DIP Financing Order as quickly as possible that will allow them to borrow and obtain Loans, Letters of Credit and other financial and credit accommodations pursuant to the terms and conditions of the Credit Agreement. The Debtors ask for immediate authority to draw up to $600,000,000 through the conclusion of a Final DIP Financing Hearing. *** End of Issue No. 1 ***