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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): March 27, 2003
FLEMING COMPANIES, INC.
(Exact name of Registrant as specified in its charter)
OKLAHOMA 1-8140 48-0222760
(State of incorporation (Commission file number) (I.R.S. employer identification number)
or organization)
1945 LAKEPOINTE DRIVE
LEWISVILLE, TEXAS 75057
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (972) 906-8000
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Pursuant to the rules and regulations of the Securities and Exchange
Commission, the exhibit referenced below and the information set forth therein
and herein is deemed to be furnished pursuant to Item 9 hereof and shall not be
deemed "filed" under the Securities Exchange Act of 1934.
(c) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
99.1 -- Press release dated March 27, 2003.
ITEM 9. REGULATION FD DISCLOSURE.
On March 27, 2003, Fleming Companies, Inc., (the "Company") issued a
press release that announced an update on its pending financing discussions and
related near-term liquidity issues, the extension of time for the filing of its
2002 Annual Report on Form 10-K, the likelihood that certain of its historical
financial statements and other public disclosures would require a restatement,
the likelihood that its 2002 financial statements would include a going concern
uncertainty in the event that the Company is not able to obtain sufficient
alternative financing, and certain other matters noted therein. A copy of such
press release is included as an exhibit to this Current Report. Pursuant to the
rules and regulations of the Securities and Exchange Commission, such press
release and the information set forth therein and herein is deemed to be
furnished pursuant to this Item 9 and shall not be deemed "filed" under the
Securities Exchange Act of 1934.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FLEMING COMPANIES, INC.
Date: March 28, 2003 By: /s/ Mark D. Shapiro
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Mark D. Shapiro
Senior Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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99.1 -- Press release dated March 27, 2003.