SEP-20-99 MON 1O:lO AM COURT OF CHANCERY FAX NO, 3025772445 P, 02
IN THE COURT OF CHANCERY FOR THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
1)
IN RE: 1CCF FOODSERVICE, INC. ) Misc. Petition No.
1)
ORDER
The Court having considered the Verified Petition To
Appobniz A Trustee In Dissolution (the "Petition") pursuant to 8
Del. C. S 279 of the Delaware General Corporation Law for CCF
Foodservice, Inc, ("CC""), a dissolved corporation of the State
of Delawarer for the sole and limited purpose of completing the
unfinished business of CCF, and partictilarly of transferring,
selling or assigning cerkain real estate and completing all
related acts necessary to effectuate the transfer, and it
appearing from the Petit.ion that:
a. CCF was incorporated in the State ofz
Delaware on September 16, 1986 as Utica Beverages, Inc.
b. On April 11, lSS8, Utica Beverages, IIIC.
changed its name to "CCF Foodservicer Inc."
C. CCF was formed for the purpose of (1)
accepting the transfer and assignment by The Coca-cola Company
("KO") of some or all of! its right, title and interest in, and
some or all of its obligations under, and (2) performing some or
aLI of t;:he obligations of KO in connection with, a certain asset
SEP-20-99 MON 1O:ll AM COURT OF CHANCERY FAX NO, 3025772445 P, 03
SNIPPETS:
IN THE COURT OF CHANCERY FOR THE STATE OF DELAWARE
The Court having considered the Verified Petition To
Appobniz A Trustee In Dissolution pursuant to 8
S 279 of the Delaware General Corporation Law for CCF
of Delawarer for the sole and limited purpose of completing the
unfinished business of CCF, and partictilarly of transferring,
purchase agreement between H.P. Hood, Inc. and H.P. Hood Canada,
Ltd. and KO providing for the purchase of certain specified assets and the assumption of
and dic;,tributJon of orange juice, other fruit juices and related products to food service
Pinellas County, Florida (the "Dunedin plant").
On IDecember 19, 1991, x0, bS the sole stockholder of CCF, executed a written consent
A certificate of dissolution duly issued on
December 26, 1991, naming Jack L. Stahl and Timothy J. Haas as
appointment of a trustee because Mr. Haas is a former director
The appointment of a trustee is necessary to allow CCF to transfer, sell or assign the
perform all acts necessary and appropriate relating thereto.
Mr. Stahl is authorized to serve as trustee
CCF, and particularly of transferring, selling or assigning the
convenient or appropriate to effectuate the
appointed by him, is au,thorized to execute, in the name of and
deliver and file any agreement, instrument, certificate or other
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