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FLEMING, RANDALL'S ANNOUNCE PROPOSED TRANSACTION

 OKLAHOMA CITY, Feb. 4 /PRNewswire/ -- Fleming Companies, Inc. (NYSE: FLM), and Randall's Food Markets, Inc., announced today that they have signed a letter of intent under which Fleming will acquire certain distribution assets from Randall's.
 Fleming will acquire a one-million-square-foot warehouse as well as land, inventory, equipment and other buildings of the Tom Thumb distribution center located in Garland, Texas.
 The agreement included a long-term supply contract that covers all Randall's stores, including 47 in the Houston area and 63 Tom Thumb stores in Dallas, Fort Worth and Austin. The transaction will result in approximately $250 million of new business for Fleming.
 "We are very pleased with this arrangement," said Dean Werries, chairman, president and chief executive officer of Fleming. "The new distribution facilities will provide additional flexibility in serving our customers. Randall's is an outstanding retail organization with large, state-of-the-art stores. They hold a leading market share in Houston and are a major player in Dallas, Fort Worth and Austin."
 Robert R. Onstead, chairman and chief executive officer of Randall's, said, "We have enjoyed a very long and mutually rewarding business relationship with Fleming and this new arrangement strengthens that bond. Tom Thumb will continue to supply its stores with about 45 percent of its purchases from its Inwood Road distribution center. We believe a close association with a good wholesaler like Fleming is essential in our business today."
 Randall's successful distribution arrangements with Fleming in Houston are the reason for this decision. Randall's supplies meat, produce, dairy products, deli meats and cheeses, and prescription drugs, as well as high volume grocery and non-food items to its own stores. Tom Thumb will do the same.
 Many of Tom Thumb's Garland distribution center employees will be transferred to Tom Thumb's Inwood Road facility. All others will be interviewed by Fleming.
 Last July, Randall's acquired Cullum Companies, which operates 63 supermarkets under the Tom Thumb and Simon David banners in Dallas, Fort Worth and Austin areas.
 Under terms of the proposed transaction, Fleming will pay Randall's approximately $28 million in cash plus an additional amount for inventories. The acquisition will be funded from existing bank lines. The transaction is subject to approval of both boards of directors and certain regulatory approvals.
 Fleming is one of the nation's largest food distribution companies, serving more than 4,800 stores in 36 states.
 -0- 2/4/93
 /CONTACT: Ron Frost, director-corporate communications of Fleming, 405-841-8125/
 (FLM)


CO: Fleming Companies, Inc.; Randall's Food Markets, Inc. ST: Oklahoma, Texas IN: REA SU:

GK-OS -- NY036 -- 2873 02/04/93 10:21 EST
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Date:Feb 4, 1993
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