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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): April 3, 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 3. BANKRUPTCY OR RECEIVERSHIP.
On April 2, 2003, Fleming Companies, Inc. (the "Company") issued a
press release announcing that in connection with the Company's Chapter 11
bankruptcy reorganization filing, it has received a $50 million interim
debtor-in-possession ("DIP") financing commitment, as well as the right to use
cash collateral, from its existing lenders as a bridge to a permanent $150
million DIP financing package. The interim DIP financing and use of cash
collateral are subject to the approval of the Bankruptcy Court, the pledge to
existing lenders of the Company's unencumbered assets and other conditions. In
addition, the Company is in the process of finalizing the permanent $150 million
DIP financing, which will be subject to a borrowing base. The permanent DIP
financing is subject to the completion of certain due diligence, execution of
definitive documentation, the approval of the Bankruptcy Court and other
conditions.
ITEM 5. OTHER INFORMATION.
In addition, on April 3, 2003, the Company also announced that it had
been notified that the New York Stock Exchange ("NYSE") had suspended trading in
the Company's common stock and the NYSE was applying to the Securities and
Exchange Commission (the "SEC") to delist the Company's common stock from the
NYSE, pending the completion of applicable procedures, including any appeal by
the Company of the NYSE staff's determination. The Company has taken the NYSE
appeal procedure under advisement. The Company also announced that the Chicago
Stock Exchange and the Pacific Stock Exchange, on which the Company's common
stock is also listed, have suspended trading in the Company's common stock.
In connection with the foregoing matters, the Company has been notified
that its common stock is being traded on the Pink Sheets, a centralized
quotation service that collects and publishes market maker quotes in
over-the-counter securities, under the symbol FLMIQ.PK. The Company plans to ask
the Over-The-Counter Bulletin Board ("OTCBB") to review the Company's
eligibility for trading on the OTCBB; however, the Company believes that it will
not be eligible for trading on the OTCBB until it files its Annual Report on
Form 10-K for the fiscal year ended December 28, 2002 with the SEC. The OTCBB is
a regulated quotation service that offers real-time quotes, last sales prices
and volume information in over-the-counter securities.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Pursuant to the rules and regulations of the Securities and Exchange
Commission, the exhibits referenced below and the information set forth therein
are 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
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99.1 -- Press release dated April 2, 2003.
99.2 -- Press release dated April 3, 2003.
ITEM 9. REGULATION FD DISCLOSURE.
On April 2, 2003, the Company issued a press release announcing the
matters referenced in Item 3 hereof and on April 3, 2003, the Company issued a
press release announcing the matters referenced in Item 5 hereof. A copy of such
press releases is included as an exhibit to this Current Report. Pursuant to the
rules and regulations of the Securities and Exchange Commission, such press
releases and the information set forth therein are deemed to be furnished
pursuant to this Item 9 and shall not be deemed "filed" under the Securities
Exchange Act of 1934.
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: April 3, 2003 By: /s/ MARK D. SHAPIRO
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Mark D. Shapiro
Senior Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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99.1 -- Press release dated April 2, 2003.
99.2 -- Press release dated April 3, 2003.