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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): August 23, 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 25, 2003, Fleming Companies, Inc. (the "Company") issued a
press release announcing that the sale of the Company's grocery wholesale
operations and assets (the "Grocery Operations") was completed at midnight on
August 23, 2003. Pursuant to an asset purchase agreement dated July 7, 2003, as
amended (the "Agreement") (which original agreement is incorporated by reference
from the Company's Current Report on Form 8-K dated June 17, 2003 and which
amendments are attached hereto as Exhibits 10.1 and 10.2), the Company sold the
Grocery Operations to C&S Wholesale Grocers, Inc. ("C&S"). Total proceeds for
the sale of the Grocery Operations included $75 million for the purchase of
non-inventory assets and approximately $199 million for the purchase of
inventory. C&S also assumed certain liabilities of the Grocery Operations. In
addition to the cash consideration paid at the closing, the Agreement provides
for the payment of a royalty amount to the Company over a five-year period. A
portion of the first year's estimated royalty payment, which amount was
approximately $12 million, was paid at the closing. Certain amounts were
withheld from the total proceeds to fund the cure cost escrow account and to
pay indemnity amounts, real estate and personal property prorations and
estimated transfer taxes. The Company did not sell any receivables related to
the Grocery Operations, and the Company intends to continue to collect such
receivables. The total consideration paid in the sale was determined through
arm's-length negotiations between the Company and C&S. On August 15, 2003, the
United States Bankruptcy Court for the District of Delaware signed an order
approving the Agreement and the sale of the Grocery Operations to C&S. There is
no material relationship between the Company or any of its affiliates, directors
or officers, and C&S.
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
In the same press release, the Company announced that in connection
with the completion of the sale of the Grocery Operations, Peter S. Willmott has
completed his tenure as the Company's Interim Chief Executive Officer and
President. Mr. Willmott continues to serve as a member of the Company's Board of
Directors. In addition, the Company announced that Archie R. Dykes, the
Company's Chairman of the Board, has assumed the responsibilities of the Chief
Executive Officer and Dr. Dykes will continue to work with the Company as it
works through the remainder of the bankruptcy restructuring process.
In addition, the Company announced that it is actively exploring
strategic alternatives for the Company's remaining operational entity, the
Core-Mark International convenience distribution business ("Core-Mark"),
including responding to expressions of interest from parties interested in
acquiring Core-Mark.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(b) PRO FORMA FINANCIAL INFORMATION.
The Company has not included in this Current Report the pro forma
financial information required pursuant to Article 11 of Regulation S-X. As
previously announced in the Company's Form 12b-25 filed on August 27, 2003 (the
"Form 12b-25"), relating to the Company's Quarterly Report on Form 10-Q for its
second quarter ended July 12, 2003 (the "Second Quarter Form 10-Q"), the Company
will file its Annual Report on Form 10-K for the fiscal year ended December 28,
2002, its Quarterly Report on Form 10-Q for its first quarter ended April 19,
2003 and its Second Quarter Form 10-Q on a delayed basis and the Company has not
determined the date by which it will file such forms. For the same reasons set
forth in the Form 12b-25, the Company has not determined the date by which it
will file the pro forma financial information required pursuant to Article 11 of
Regulation S-X.
(c) EXHIBITS.
Pursuant to the rules and regulations of the Securities and Exchange
Commission, the press release dated August 25, 2003, referenced as Exhibit 99.1
below, and the information set forth therein is deemed to have been furnished
pursuant to Item 9 hereof and shall not be deemed to have been "filed" under the
Securities Exchange Act of 1934.
EXHIBIT
NUMBER DESCRIPTION
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10.1 -- First Amendment to Asset Purchase Agreement dated August 4, 2003.
10.2 -- Second Amendment to Asset Purchase Agreement dated August 23, 2003.
99.1 -- Press release dated August 25, 2003.
ITEM 9. REGULATION FD DISCLOSURE.
On August 25, 2003, the Company issued a press release announcing the
matters referenced in Item 2 and Item 5 hereof. A copy of such press release is
furnished 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 is deemed to have been furnished pursuant to
this Item 9 and shall not be deemed to have been "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: August 27, 2003 By: /s/ REBECCA A. ROOF
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Rebecca A. Roof
Interim Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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10.1 -- First Amendment to Asset Purchase Agreement dated August 4, 2003
10.2 -- Second Amendment to Asset Purchase Agreement dated August 23,
2003
99.1 -- Press release dated August 25, 2003.