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FLEMING AND BAKER'S SUPERMARKETS ANNOUNCE MERGER PLANS

 FLEMING AND BAKER'S SUPERMARKETS ANNOUNCE MERGER PLANS
 OKLAHOMA CITY, July 1 /PRNewswire/ -- A letter of intent has been signed outlining plans for Fleming Cos. (NYSE: FLM) to acquire Baker's Supermarkets of Omaha, Neb.
 Baker's operates 10 large, high volume superstores that have the leading market position in Nebraska's largest city. The stores average over 50,000 square feet in size and offer extensive product variety and specialty departments such as bakeries, delis, salad bars, take-out foods, fresh seafood, fresh flowers and in-store restaurants. Annual sales of the Baker's stores are approximately $230 million.
 According to the letter of intent, Fleming will acquire the company in a merger involving the purchase of all the outstanding shares of Baker's Supermarkets. The purchase price for Baker's equity is $50 million. Payment of the purchase price will consist of 1.074 million shares of Fleming common stock, cash and notes.
 Baker's is a family business that was started in 1927 by Abe Baker and is currently headed by his two sons, Robert Baker, chairman and Jack Baker, president. With a strong commitment to customer service and associate involvement, the company has become Omaha's favorite grocery group.
 Fleming officials said that Baker's will continue to operate with the same high standards as in the past. Accordingly, Baker's current management and associates will remain in place with Jack Baker continuing as president and CEO. Robert Baker, chairman, will proceed with his previously announced retirement plans.
 "We are very pleased to be joining forces with Fleming," said Jack Baker. "We want to continue to grow, and being one of the Fleming companies will only increase the growth opportunities for Baker's and our 2,400 associates. This new relationship will allow our company to be even more competitive in the ever-changing marketplace.
 "Fleming's financial strength and distribution efficiency will further enhance our already successful enterprise," Baker said. "This is a great match because of Fleming's knowledge and appreciation of Baker's stores and associates, and because both companies have similar cultures and values."
 Dean Werries, Fleming's chairman and chief executive officer, said, "We have always had the highest regard for the Baker's operation and its management. The addition of this fine company allows us to penetrate an important market where we historically have had a very limited presence. It will also be a substantial benefit to Fleming shareholders."
 The Baker's stores will be supplied from Fleming's distribution center in Lincoln, Neb. The merger is expected to be completed in approximately three months. The proposed agreement will be subject to approval of the boards of both companies, Baker's shareholders and regulatory agencies.
 Fleming is a nationwide wholesale food distributor, serving more than 4,800 retail food stores in 36 states.
 -0- 7/1/92
 /CONTACT: Ron Frost of Fleming, 405-841-8125/
 (FLM) CO: Fleming Cos.; Baker's Supermarkets ST: Oklahoma, Nebraska IN: FOD SU: TNM


MC-BB -- DV009 -- 5726 07/01/92 12:53 EDT
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Publication:PR Newswire
Date:Jul 1, 1992
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