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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): June 4, 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.
(c) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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99.1 -- The Company's Form 12b-25 filed with the SEC on
June 4, 2003, and incorporated herein by reference.
ITEM 9. REGULATION FD DISCLOSURE.
The following information is being furnished under Item 9 and, in
accordance with Securities and Exchange Commission ("SEC") Release No. 33-8126,
under Item 12, "Results of Operations and Financial Condition", by being
presented under Item 9.
On June 4, 2003, Fleming Companies, Inc. (the "Company") filed a Form
12b-25 Notification of Late Filing with the SEC (incorporated by reference
herein as Exhibit 99.1) (the "Company's Form 12b-25") in order to announce the
delayed filing of its Quarterly Report on Form 10-Q for the first quarter ended
April 19, 2003 (the "First Quarter 10-Q"). In addition, the Company announced in
such filing that upon completion of the continuing independent investigation
being conducted by the Company's Audit and Compliance Committee into certain
Company accounting and disclosure practices, the Company will restate its 2000
annual financial statements previously filed with the SEC in order to adjust
consolidated pre-tax financial results for such period by an aggregate amount of
not more than $2 million, reflecting an increase in 2000 pre-tax loss from
continuing operations of not more than $6 million and a decrease in 2000 pre-tax
loss from discontinued operations of not more than $4 million. Those
restatements will principally correct the timing of when certain vendor
transactions were recognized and will reflect other adjustments and corrections
identified as a result of the Audit and Compliance Committee's on-going
independent investigation.
The Company expects to finalize the details of the 2000 restatements,
as well as its previously disclosed 2001 and 2002 restatements and/or revisions,
in connection with the filing of its Annual Report on Form 10-K for the fiscal
year ended December 28, 2002 (the "2002 Form 10-K"). Although the findings from
the independent investigation by the Company's Audit and Compliance Committee
have not been finalized, the Company believes that the ranges of adjustments and
corrections discussed herein and in the Company's Form 12b-25 in connection with
the proposed 2000, 2001 and 2002 restatements and/or revisions will be adequate
to address all identified issues. As previously announced, the Company has not
determined the date by which it will file its 2002 Form 10-K. In addition, the
Company has not determined the date by which it will file its First Quarter
10-Q.
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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: June 4, 2003 By: /s/ REBECCA A. ROOF
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Rebecca A. Roof
Interim Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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99.1 -- The Company's Form 12b-25 filed with the SEC on
June 4, 2003, and incorporated herein by reference.
4