News Release
FOR IMMEDIATE RELEASE:
DATE:
 April 28, 2005
CONTACT: Stefanie Zakowicz
716-635-5885

   
TOPS ANNOUNCES SALE OF WILSON FARMS/SUGARCREEK TO LOCAL GROUP
Former Tops Executives to Lead New Organization

Buffalo, NY - Ahold today announced it has reached agreement on the divestment of its chain of 198 convenience stores of its U.S. subsidiary Tops Markets LLC ("Tops") to WFI Acquisition, Inc., a corporation formed by Nanco Enterprises, Inc. and Bruckmann, Rosser, Sherrill & Co, Inc. These are Aholds remaining convenience stores in the United States. The stores will continue to operate under the banners of Wilson Farms and Sugarcreek.

The transaction is subject to the fulfillment of certain closing conditions and regulatory approvals. The closing of the transaction, the price of which was not disclosed, is expected in the second quarter of 2005.

Serving as the president and chief executive officer of WFI is Paul Nanula, who served as a district manager for Tops from 1990 to 1998. In addition, Dan Shanahan, another former Tops executive, will serve as vice president and chief financial officer. Savino Nanula, former chairman and CEO of Tops will serve as chairman of the board of WFI.

On January 19, 2004, Ahold announced its intention to divest its convenience stores. The divestment of the Tops convenience stores is part of Ahold's strategic plan to restructure its portfolio in order to focus on its core food businesses.

Wilson Farms, a division of Tops Markets since 1969, operates convenience stores in Western and Central New York. The Sugarcreek convenience stores, all offering gasoline, were acquired by Tops in 2000 and are located in Central and Northern New York. The convenience stores employ approximately 2,400 associates. Tops Markets, which Ahold acquired in 1991, will continue to operate full service supermarkets in Western, Northern and Midstate New York, Northeastern Ohio and Northern Pennsylvania.

Tops Markets, LLC, headquartered in Williamsville, NY is one of four retail operating companies under Ahold USA and is a division of Giant Food Stores in Carlisle, PA. Tops currently operates 156 Tops Markets and 198 convenience stores under the Wilson Farms and Sugarcreek banners. With nearly 20,000 associates, Tops serves a three state market area. For more information about Tops Markets, visit the company's website at www.topsmarkets.com.

##### Note: WFI Release Follows Please Scroll Down

WFI Acquisition, Inc. 8940 Main Street, Clarence NY 14031 Phone 716-633-3507 Fax 716-633-3304 FOR IMMEDIATE RELEASE April 28, 2005 Contact: Paul Nanula (716) 633-3507

FORMER TOPS OWNERSHIP AND EXECUTIVE TEAM SIGNS AGREEMENT TO BUY WILSON FARMS AND SUGAR CREEK

(Buffalo, NY) : WFI Acquisition, Inc. ("WFI"), an investor group that includes the co-founder as well as several former senior management executives of Tops Markets ("Tops"), has executed an asset purchase agreement today to acquire 198 Wilson Farms and Sugarcreek store locations ("chain") which currently operate throughout Western and Central New York. WFI includes, amongst others, Bruckmann, Rosser, Sherrill & Co., Inc. (BRS), a New York State based private equity firm with $1.2 billion under management, and several Nanula Family investment corporations, partnerships, and principals.

Wilson Farms was sold to Ahold in 1991 along with 59 Tops supermarket locations, and, Tops acquired the Sugarcreek branded stores in May of 2000. Included in the agreement signed today are 122 Wilson Farms stores, 66 Sugar Creek stores, and 10 free standing Tops Xpress stores. Ninety-four of the locations offer fuel for sale, which includes, for instance, all of the Sugarcreek locations and most of the Tops Xpress locations. The Tops Xpress locations will be re-branded to Wilson Farms Xpress once the acquisition closes. Eighty-two of the acquired locations stores are in Western New York, forty-one are in Rochester and its surrounding geographical environs, and the rest are scattered about Upstate New York.

The upper management team of WFI is noteworthy and brings an unparalleled level of deeply relevant experience to the chain. WFI is pleased to announce the retention of the following persons:

- Savino Nanula, a co-founder of Tops in 1960 and its then Chairman and Chief Executive Officer at the time of its sale to Ahold in 1991, and its Vice-Chair of the Board until 1996, will serve as Chairman of the Board of WFI;

- Paul Nanula, a district manager of Tops from 1990 to 1998, will serve as President and Chief Executive Officer of WFI. His experience includes current service as President of Granite Investment Services & Nanco Enterprises (also a principal in WFI), which is a Western New York regionally, based commercial and industrial park operator and land developer; and a Principal Partner in Essex Homes of WNY, Inc. & Suray Promotions.

- Dan Shanahan, a former Tops and Ahold executive who recently held management responsibility for the convenience or "C-Store" division at Tops, will serve as Vice-President and Chief Financial Officer of WFI. Mr. Shanahan is currently the Vice-President of Finance for Essex Homes of WNY, Inc. (one of the fastest growing home builders in the region and a Nanula Family owned entity) and he is also a principal in WFI.

WFI is committed to the Western New York and Upstate community, which serves as its core consumer and employee constituency. Mr. Paul Nanula, in speaking about the acquiring firm's transitional plans for its centralized corporate operations in Buffalo, New York, noted that "the best assets of the Wilson Farms and Sugarcreek chain are the current associates. We plan on retaining 100% of the store personnel, have already made job offers to some key headquarters associates, and plan on offering positions to all the remaining headquarters associates before we close on this acquisition. As we grow, we will look to the same regional community to fuel our additional personnel needs." Mr. Dan Shanahan stated that, in discussing WFI's ambitious plans for expanding and improving the physical footprint of the existing store locations throughout the region and for improving the customer's shopping experience through a focus on the neighborhood food store concept, "we have an ambitious capital program planned which is designed to improve the outward appearance and internal layout of the stores. Our customers have been loyal and we seek to reward that loyalty through continuous improvements in the shopping experience."

The transaction is subject to the fulfillment of customary closing conditions and regulatory approvals. The closing of the transaction, the price of which was not disclosed, is expected in the second quarter of 2005.

 

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