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SEC File Number
001-08140
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CUSIP Number
339130
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: DECEMBER 28, 2002
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION
HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Full Name of Registrant: Fleming Companies, Inc.
Former Name if Applicable: Not Applicable
Address of Principal Executive Office 1945 Lakepointe Drive
(Street and Number):
City, State and Zip Code: Lewisville, Texas 75057
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date; and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The 15-day extension for the filing by Fleming Companies, Inc. (the "Company")
of its Annual Report on Form 10-K for the fiscal year ended December 28, 2002
(the "2002 Annual Report") is necessary to permit the Company to ensure that its
consolidated financial statements to be included in the 2002 Annual Report
fairly present the Company's financial condition and results of operations. The
extension will permit the Company to properly account for and assess the
significant business changes affecting the Company. Although the conclusions
that will result from the Company's ongoing assessment of these issues and the
related investigation by the Company's Audit and Compliance Committee are not
yet complete, it is likely that the Company will restate certain of its
historical financial statements and related disclosures previously filed with
the Securities and Exchange Commission (the "SEC") or otherwise publicly
disclosed. Unless the Company is able to obtain sufficient alternative
financing, the Company believes that its 2002 financial statements will likely
include a going concern uncertainty.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Mark D. Shapiro (972) 906-8000
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
Although the conclusions that will result from the Company's ongoing
assessment of the issues and the Company's Audit and Compliance Committee
investigation noted above in Part III are not yet complete, it is likely that
the Company will restate certain of its historical financial statements and
related disclosures previously filed with the SEC or otherwise publicly
disclosed. In addition, unless the Company is able to obtain sufficient
alternative financing, the Company believes that its 2002 financial statements
will likely include a going concern uncertainty.
Fleming Companies, Inc.
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(Name of the Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 28, 2003 By: /s/ Mark D. Shapiro
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Mark D. Shapiro
Senior Vice President and
Chief Financial Officer