Exhibit 99.2
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
) Case No. 03-15299 (PSH)
In re: ) (Jointly Administered)
)
EAGLE FOOD CENTERS, INC., ) Chapter 11
et al., )
) Hon. Pamela S. Hollis
Debtors. )
NOTICE OF SALE OF CERTAIN ASSETS
PLEASE TAKE NOTICE OF THE FOLLOWING:
1. Pursuant to the Order under 11 U.S.C. ss.ss. 105(a) and Fed. R.
Bankr. P. 2002, 6004, 6006 and 9014 Approving (A) Bidding Procedures, (B) the
Granting of Certain Bid Protections, (C) the Form of Asset Purchase Agreement
and Lease Termination Agreement, (D) the Form and Manner of Notice of (i) the
Sale of Certain Assets, and (ii) the Assumption and Assignment of Certain
Executory Contracts and Unexpired Leases and (E) the Setting of a Sale Hearing
(the "Procedures Order") entered by the United States Bankruptcy Court for the
Northern District of Illinois (the "Bankruptcy Court") on June 27, 2003, the
above-captioned debtors and debtors in possession (collectively, the
"Debtors") are offering for sale the assets (the "Assets") related to the
Debtors' business (the "Business") (capitalized terms not otherwise defined
herein shall have the meaning given to them in the Procedures Order).
2. Participation at the Auction is subject to the Bidding Procedures
and the Procedures Order. A Qualified Bidder that desires to make a bid shall
deliver written copies of its bid to (i) Huron Consulting Group LLC, 550 W.
Van Buren Street, Chicago, Illinois 60607, Attn: William J. Fasel, (ii) Eagle
Food Centers, Inc., 801 First Street East, Milan, Illinois 61264, Attn: Robert
J. Kelly, and (iii) Skadden, Arps, Slate, Meagher & Flom (Illinois), 333 West
Wacker Drive, Suite 2100 Chicago, Illinois 60606, Attn: George N. Panagakis,
not later than 4:00 p.m. (prevailing central time) on July 21, 2003 (the "Bid
Deadline"). A Qualified Bidder shall accompany its bid with a deposit in
accordance with the Bidding Procedures.
3. All interested parties are invited to make offers to purchase some
or all of the Assets in accordance with the terms and conditions approved by
the Bankruptcy Court (the "Bidding Procedures"). Pursuant to the Bidding
Procedures, the Debtors may conduct an auction for the Business (the
"Auction") beginning at 10:00 a.m. (prevailing central time) on August 20,
2003 at the offices of Skadden, Arps, Slate, Meagher & Flom (Illinois), 333
West Wacker, Chicago, Illinois.
4. A hearing to approve the Proposed Sale(s) (the "Sale Hearing") to
the highest and best bidder will be held at the United States Bankruptcy Court
for the Northern District of Illinois, Dirksen Federal Building, 219 South
Dearborn, Chicago, Illinois, 60604, before the Honorable Pamela S. Hollis,
United States Bankruptcy Judge on (a) August 1, 2003 at 10:00 a.m. (prevailing
central time) with respect to Assets which after an evaluation of the
Qualified Bids received by the Bid Deadline, the Debtors, in their business
judgment and following consultation with representatives of the Creditors
Committee, determined not to subject to Auction and (b) on September 5, 2003
at 10:00 a.m. (prevailing central time) with respect to Assets that will be
subject to Auction.
5. A copy of the Procedures Order, including without limitation, the
Bidding Procedures and the forms of Asset Purchase Agreement, Lease
Termination Agreement and Confidentiality Agreement can be retrieved at
www.ilnb.uscourts.gov, or will be provided upon written request to the
Debtors' counsel.
6. This notice is qualified in its entirety by the Procedures Order.
Dated: June 27, 2003 BY ORDER OF THE COURT
John Wm. Butler, Jr. (ARDC No. 06209373)
George N. Panagakis (ARDC No. 06205271)
Ron E. Meisler (ARDC No. 06270262)
SKADDEN, ARPS, SLATE, MEAGHER
& FLOM (ILLINOIS)
333 West Wacker Drive, Suite 2100
Chicago, Illinois 60606-1285
(312) 407-0700
Attorneys for Debtors and
Debtors-in-Possession