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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 6, 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
or organization) identification number)
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 June 6, 2003, Fleming Companies, Inc. (the "Company") issued a press
release announcing that the Company has received approval from the U.S.
Bankruptcy Court in Wilmington, Delaware (the "Bankruptcy Court") to sell 40
Company-owned retail stores.
The Bankruptcy Court approved the sale of 31 of the Rainbow Foods
stores to Roundy's, Inc. ("Roundy's") for approximately $84 million in cash,
inclusive of inventory estimated at approximately $40 million. Roundy's is also
expected to assume long-term capital leases for the stores it is purchasing. In
addition, the Bankruptcy Court approved the sale of six California-based
Food4Less stores to Save Mart Supermarkets ("Save Mart") for approximately $27
million in cash, inclusive of inventory estimated at approximately $5 million.
Save Mart is also expected to assume long-term capital leases for the stores it
is purchasing. The Bankruptcy Court also approved the sale of three
California-based Food4Less stores to Kroger Supermarkets ("Kroger") for
approximately $7.4 million in cash, inclusive of inventory estimated at
approximately $2.4 million. Kroger is also expected to assume long-term capital
leases for the stores it is purchasing.
In each case, the buyers have agreed to hire substantially all of the
current store associates at the respective stores that such buyer is purchasing.
The three transactions are expected to be completed by the end of June 2003.
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 9, 2003 By: /s/ Rebecca A. Roof
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Rebecca A. Roof
Interim Chief Financial Officer