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 MIAMI, Sept. 13 /PRNewswire/ -- Florida Supermarkets, Inc. d/b/a Woolley's Fine Foods, a retail supermarket chain headquartered in Boca Raton, Fla. which operates stores from Key West to Palm Beach, Friday sued its wholesale supplier, Fleming Foods, Inc. (NYSE: FLM) for $100 million, including punitive damages, in connection with Fleming's breach of an agreement to purchase Florida Supermarkets' assets.
 Court papers filed by Florida Supermarkets allege that Fleming, already a shareholder of Florida Supermarkets, engaged in a scheme to systematically gain full control over Florida Supermarkets. According to Florida Supermarkets, Fleming, which had previously announced its intention to enter the retail supermarket business, used its position as lender, supplier, shareholder and equal board member to install management and control Florida Supermarkets' affairs in a manner consistent with Fleming's purposes and to the detriment of its equity partner, Red Apple Companies of New York. Florida Supermarkets' suit includes causes of action based on Lender Liability, Fraud, Breach of Fiduciary Obligation and related business torts.
 Florida Supermarkets, which purchases over $140 million worth of product annually from Fleming's subsidiary, Malone & Hyde, was approached by Fleming in late 1991 to enter into a joint venture in the retail supermarket business. Fleming stated that Florida Supermarkets accounted for a substantial portion of M&H's South Florida business, and Fleming wanted to protect its market share in the competitive Florida market. Eventually Fleming induced Florida Supermarkets to sell 16 percent of its stock to Fleming for $5 million and commitments to provide financing for store modernizations and additional working capital. In return, Fleming insisted that its designee, who was already a partner with Fleming in a chain of markets on Florida's west coast, be installed as president and chief operating officer having control over management. Fleming also had equal representation on Florida Supermarkets' board.
 Under Woolley's stewardship, Florida Supermarkets spent over $10 million modernizing its stores based on the understanding that Woolley would create an upscale, high margin and profitable chain of stores. Instead, Fleming and its designee insisted that prices be kept low, resulting in increased purchases from Malone & Hyde but decreasing Florida Supermarkets' profitability.
 As a result of a disagreement over how the company should be run, Fleming offered to purchase Florida Supermarkets' assets for approximately $45 million in cash and assumption of liabilities. On August 25, five days before the scheduled closing, Fleming abruptly announced that it was pulling out of the deal. Shortly afterwards, Fleming made subsequent offers which were rejected by the Board of Directors of Florida Supermarkets on Thursday.
 -0- 9/13/93
 /CONTACT: Bruce Rubin of Bruce Rubin Associates, 305-448-7450/

CO: Florida Supermarkets, Inc.; Fleming Foods, Inc. ST: Florida, Oklahoma IN: FOD SU:

RK-PC -- FL006 -- 1384 09/13/93 14:42 EDT
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Publication:PR Newswire
Date:Sep 13, 1993

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