EXHIBIT 24
POWER OF ATTORNEY
(Senior Subordinated Notes)
We, the undersigned officers and directors of Fleming Companies, Inc.
(hereinafter, the "Company"), hereby severally constitute Robert E. Stauth,
William J. Dowd, Harry L. Winn, Jr., David R. Almond and John M. Thompson and
each of them, severally, our true and lawful attorneys-in-fact with full power
to them and each of them to sign for us, and in our names as officers or
directors, or both, of the Company, one or more Registration Statements on Form
S-4, and any amendments thereto (including post-effective amendments), for the
purpose of registering under the Securities Act of 1933 senior subordinated debt
securities of the Company and guarantees thereof by subsidiaries of the Company,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
DATED this 16th day of September, 1997.
/s/ ROBERT E. STAUTH /s/ CAROL B. HALLETT
- -------------------------------------------- --------------------------------------------
Robert E. Stauth, Chairman and Chief Carol B. Hallett, Director
Executive Officer (principal executive
officer)
/s/ HARRY L. WINN, JR. /s/ EDWARD C. JOULLIAN III
- -------------------------------------------- --------------------------------------------
Harry L. Winn, Jr., Executive Vice President Edward C. Joullian III, Director
and Chief Financial Officer
(principal financial officer)
/s/ KEVIN J. TWOMEY /s/ HOWARD H. LEACH
- -------------------------------------------- --------------------------------------------
Kevin J. Twomey, Vice President--Controller Howard H. Leach, Director
(principal accounting officer)
/s/ JACK W. BAKER /s/ JOHN A. MCMILLAN
- -------------------------------------------- --------------------------------------------
Jack W. Baker, Director John A. McMillan, Director
/s/ ARCHIE R. DYKES /s/ GUY A. OSBORN
- -------------------------------------------- --------------------------------------------
Archie R. Dykes, Director Guy A. Osborn, Director
1
POWER OF ATTORNEY
(Senior Subordinated Notes)
ABCO REALTY CORP.
FLEMING WHOLESALE, INC.
GATEWAY INSURANCE AGENCY, INC.
PROGRESSIVE REALTY, INC.
RFS MARKETING SERVICES, INC.
SCRIVNER TRANSPORTATION, INC.
SMARTRANS, INC.
UNIVERSITY FOODS, INC.
We, the undersigned officers and directors of the above listed subsidiaries
of Fleming Companies, Inc. (hereinafter, the "Subsidiaries"), hereby severally
constitute Robert E. Stauth, William J. Dowd, Harry L. Winn, Jr., David R.
Almond and John M. Thompson and each of them, severally, our true and lawful
attorneys-in-fact with full power to them and each of them to sign for us, and
in our names as officers or directors, or both, of the Subsidiaries, one or more
Registration Statements on Form S-4, and any amendments thereto (including
post-effective amendments), for the purpose of registering under the Securities
Act of 1933 senior subordinated debt securities of Fleming Companies, Inc. and
guarantees thereof by the Subsidiaries, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and to perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
DATED this 16th day of September, 1997.
/s/ HARRY L. WINN, JR. /s/ DAVID R. ALMOND
- -------------------------------------------- --------------------------------------------
Harry L. Winn, Jr., Director and President David R. Almond, Director, Vice
(principal executive and financial officer) President and Secretary
/s/ KEVIN J. TWOMEY
- --------------------------------------------
Kevin J. Twomey, Director and Vice President
(principal accounting officer)
2
POWER OF ATTORNEY
(Senior Subordinated Notes)
ABCO MARKETS INC.
We, the undersigned officers and directors of the above listed subsidiary of
Fleming Companies, Inc. (hereinafter, the "Subsidiary"), hereby severally
constitute Robert E. Stauth, William J. Dowd, Harry L. Winn, Jr., David R.
Almond and John M. Thompson and each of them, severally, our true and lawful
attorneys-in-fact with full power to them and each of them to sign for us, and
in our names as officers or directors, or both, of the Subsidiary, one or more
Registration Statements on Form S-4, and any amendments thereto (including
post-effective amendments), for the purpose of registering under the Securities
Act of 1933 senior subordinated debt securities of Fleming Companies, Inc. and
guarantees thereof by the Subsidiary, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and to perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
DATED this 16th day of September, 1997.
/s/ THOMAS W. FIELD, JR. /s/ HARRY L. WINN, JR., VICE PRESIDENT
- -------------------------------------------- --------------------------------------------
Thomas W. Field, Jr., Chairman (principal financial officer)
(principal executive officer)
/s/ EDWARD A. GAST
- -------------------------------------------- --------------------------------------------
Edward G. Hill, Jr., Director and President Edward A. Gast, Senior Vice President,
Secretary and Treasurer (principal accounting
officer)
3
POWER OF ATTORNEY
(Senior Subordinated Notes)
FLEMING FOREIGN SALES CORPORATION
We, the undersigned officers and directors of the above listed subsidiary of
Fleming Companies, Inc. (hereinafter, the "Subsidiary"), hereby severally
constitute Robert E. Stauth, William J. Dowd, Harry L. Winn, Jr., David R.
Almond and John M. Thompson and each of them, severally, our true and lawful
attorneys-in-fact with full power to them and each of them to sign for us, and
in our names as officers or directors, or both, of the Subsidiary, one or more
Registration Statements on Form S-4, and any amendments thereto (including
post-effective amendments), for the purpose of registering under the Securities
Act of 1933 senior subordinated debt securities of Fleming Companies, Inc. and
guarantees thereof by the Subsidiary, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and to perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
DATED this 16th day of September, 1997.
/s/ MARK O. NEUMEISTER /s/ JOHN M. THOMPSON
- -------------------------------------------- --------------------------------------------
Mark O. Neumeister, Director and President John M. Thompson, Vice President--Treasurer
(principal executive officer) (principal financial officer)
/s/ KEVIN J. TWOMEY /s/ DAVID R. ALMOND
- -------------------------------------------- --------------------------------------------
Kevin J. Twomey, Director and Vice President David R. Almond, Director and
(principal accounting officer) Vice President and Secretary
4
POWER OF ATTORNEY
(Senior Subordinated Notes)
FLEMING INTERNATIONAL LTD.
We, the undersigned officers and directors of the above listed subsidiary of
Fleming Companies, Inc. (hereinafter, the "Subsidiary"), hereby severally
constitute Robert E. Stauth, William J. Dowd, Harry L. Winn, Jr., David R.
Almond and John M. Thompson and each of them, severally, our true and lawful
attorneys-in-fact with full power to them and each of them to sign for us, and
in our names as officers or directors, or both, of the Subsidiary, one or more
Registration Statements on Form S-4, and any amendments thereto (including
post-effective amendments), for the purpose of registering under the Securities
Act of 1933 senior subordinated debt securities of Fleming Companies, Inc. and
guarantees thereof by the Subsidiary, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and to perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
DATED this 16th day of September, 1997.
/s/ WAYNE EPPERSON /s/ JOHN M. THOMPSON
- -------------------------------------------- --------------------------------------------
Wayne Epperson, President John M. Thompson, Vice President--Treasurer
(principal executive officer) (principal financial officer)
/s/ HARRY L. WINN, JR. /s/ DAVID R. ALMOND
- -------------------------------------------- --------------------------------------------
Harry L. Winn, Jr., Director David R. Almond, Director and
Vice President--Secretary
/s/ KEVIN J. TWOMEY
- --------------------------------------------
Kevin J. Twomey, Vice President
(principal accounting officer)
5
POWER OF ATTORNEY
(Senior Subordinated Notes)
FLEMING SUPERMARKETS OF FLORIDA, INC.
We, the undersigned officers and directors of the above listed subsidiary of
Fleming Companies, Inc. (hereinafter, the "Subsidiary"), hereby severally
constitute Robert E. Stauth, William J. Dowd, Harry L. Winn, Jr., David R.
Almond and John M. Thompson and each of them, severally, our true and lawful
attorneys-in-fact with full power to them and each of them to sign for us, and
in our names as officers or directors, or both, of the Subsidiary, one or more
Registration Statements on Form S-4, and any amendments thereto (including
post-effective amendments), for the purpose of registering under the Securities
Act of 1933 senior subordinated debt securities of Fleming Companies, Inc. and
guarantees thereof by the Subsidiary, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and to perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
DATED this 16th day of September, 1997.
/s/ DAVID R. ALMOND
- -------------------------------------------- --------------------------------------------
David R. Almond, Director and Steven A. Lehto, President
Vice President--Secretary (principal executive officer)
/s/ HARRY L. WINN, JR. /s/ LOUIS F. MOORE, JR.
- -------------------------------------------- --------------------------------------------
Harry L. Winn, Jr., Director Louis F. Moore, Jr., Vice
(principal financial officer) President--Controller
(principal accounting officer)
6
POWER OF ATTORNEY
(Senior Subordinated Notes)
FLEMING TRANSPORTATION SERVICE, INC.
We, the undersigned officers and directors of the above listed subsidiary of
Fleming Companies, Inc. (hereinafter, the "Subsidiary"), hereby severally
constitute Robert E. Stauth, William J. Dowd, Harry L. Winn, Jr., David R.
Almond and John M. Thompson and each of them, severally, our true and lawful
attorneys-in-fact with full power to them and each of them to sign for us, and
in our names as officers or directors, or both, of the Subsidiary, one or more
Registration Statements on Form S-4, and any amendments thereto (including
post-effective amendments), for the purpose of registering under the Securities
Act of 1933 senior subordinated debt securities of Fleming Companies, Inc. and
guarantees thereof by the Subsidiary, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and to perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
DATED this 16th day of September, 1997.
/s/ E. STEPHEN DAVIS /s/ JOHN M. THOMPSON
- -------------------------------------------- --------------------------------------------
E. Stephen Davis, Director and President John M. Thompson, Vice President--Treasurer
(principal executive officer) (principal financial officer)
/s/ KEVIN J. TWOMEY
- --------------------------------------------
Kevin J. Twomey, Director and Vice President
(principal accounting officer)
7
POWER OF ATTORNEY
(Senior Subordinated Notes)
LAS, INC.
We, the undersigned officers and directors of the above listed subsidiary of
Fleming Companies, Inc. (hereinafter, the "Subsidiary"), hereby severally
constitute Robert E. Stauth, William J. Dowd, Harry L. Winn, Jr., David R.
Almond and John M. Thompson and each of them, severally, our true and lawful
attorneys-in-fact with full power to them and each of them to sign for us, and
in our names as officers or directors, or both, of the Subsidiary, one or more
Registration Statements on Form S-4, and any amendments thereto (including
post-effective amendments), for the purpose of registering under the Securities
Act of 1933 senior subordinated debt securities of Fleming Companies, Inc. and
guarantees thereof by the Subsidiary, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and to perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
DATED this 16th day of September, 1997.
/s/ JOHN S. RUNYAN /s/ JOHN M. THOMPSON
- -------------------------------------------- --------------------------------------------
John S. Runyan, Director and President John M. Thompson, Vice President--Treasurer
(principal executive officer) (principal financial officer)
/s/ KEVIN J. TWOMEY /s/ DAVID R. ALMOND
- -------------------------------------------- --------------------------------------------
Kevin J. Twomey, Director and Vice President David R. Almond, Director and Vice
(principal accounting officer) President-- Secretary
8
POWER OF ATTORNEY
(Senior Subordinated Notes)
PIGGLY WIGGLY COMPANY
We, the undersigned officers and directors of the above listed subsidiary of
Fleming Companies, Inc. (hereinafter, the "Subsidiary"), hereby severally
constitute Robert E. Stauth, William J. Dowd, Harry L. Winn, Jr., David R.
Almond and John M. Thompson and each of them, severally, our true and lawful
attorneys-in-fact with full power to them and each of them to sign for us, and
in our names as officers or directors, or both, of the Subsidiary, one or more
Registration Statements on Form S-4, and any amendments thereto (including
post-effective amendments), for the purpose of registering under the Securities
Act of 1933 senior subordinated debt securities of Fleming Companies, Inc. and
guarantees thereof by the Subsidiary, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and to perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
DATED this 16th day of September, 1997.
/s/ LARRY G. WRIGHT /s/ JOHN M. THOMPSON
- -------------------------------------------- --------------------------------------------
Larry G. Wright, Director and President John M. Thompson, Vice President--Treasurer
(principal executive officer) (principal financial officer)
/s/ HARRY L. WINN, JR. /s/ KEVIN J. TWOMEY
- -------------------------------------------- --------------------------------------------
Harry L. Winn, Jr., Director Kevin J. Twomey, Vice President
(principal accounting officer)
9
POWER OF ATTORNEY
(Senior Subordinated Notes)
RETAIL SUPERMARKETS, INC.
We, the undersigned officers and directors of the above listed subsidiary of
Fleming Companies, Inc. (hereinafter, the "Subsidiary"), hereby severally
constitute Robert E. Stauth, William J. Dowd, Harry L. Winn, Jr., David R.
Almond and John M. Thompson and each of them, severally, our true and lawful
attorneys-in-fact with full power to them and each of them to sign for us, and
in our names as officers or directors, or both, of the Subsidiary, one or more
Registration Statements on Form S-4, and any amendments thereto (including
post-effective amendments), for the purpose of registering under the Securities
Act of 1933 senior subordinated debt securities of Fleming Companies, Inc. and
guarantees thereof by the Subsidiary, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and to perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
DATED this 16th day of September, 1997.
/s/ CARROLL L. MCLARTY /s/ JAMES S. GRIFFIN
- -------------------------------------------- --------------------------------------------
Carroll L. McLarty, Director and President James S. Griffin, Director and Vice
(principal executive officer) President-- Treasurer (principal financial
and accounting officer)
10