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SOUTHLAND RECEIVES OK FROM SEC ON EXCHANGE OFFERS TO RESTRUCTURE DEBT

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Southland Corp. has announced that the amended registration statement on Form S-4 filed Monday with the Securities and Exchange Commission (SEC) has received clearance from the SEC and has been declared effective.

Southland will commence the exchange offers to restructure its outstanding public debt and 15 percent cumulative exchangeable preferred stock Thursday, and the offers will expire at midnight, EDT, on Aug. 1, unless extended.The company also announced that it will hold a special meeting on Aug. 1 of the holders of its preferred stock to vote upon the approval and adoption of certain amendments to the company's restated articles of incorporation, all as more fully described in the proxy statement-prospectus.

Preferred stock holders of record as of the end of business on July 13 will be eligible to vote at the meeting in person or by proxy. If the exchange offers are extended, the company intends to postpone or adjourn the special meeting so that it will occur on the expiration date.

The exchange offers are the first step of a two-part plan, which includes the previously announced infusion of $400 million of new capital by Ito-Yokado and 7-Eleven Japan, two longstanding Southland business partners.

The exchange offers would provide bondholders with debt securities with an aggregate principal amount of approximately $550 million. In addition bondholders and preferred shareholders are being offered approximately 18 1/2 percent of Southland's common stock in the exchange offers. Existing stockholders would retain approximately 6 1/2 percent of the common stock, and, following consummation of the exchange offers, Ito-Yokado and 7-Eleven Japan would purchase 75 percent of the stock.

This announcement does not constitute an offer to sell or to buy any security or the solicitation of any consents or proxies.