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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): October 1, 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 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
On October 1, 2003, Core-Mark International, Inc. (the "Company"), a
wholly-owned subsidiary of Fleming Companies, Inc. ("Fleming"), issued a press
release announcing that it is advancing on its evaluation of strategic
initiatives, including the sale of its business and reorganization and other
business alternatives. Beginning on October 1, 2003, the Company will
simultaneously accept bids from parties interested in purchasing the business
and explore reorganization alternatives. Preliminary non-binding indications of
interest from first-round participants for the acquisition of the business are
due by November 3, 2003 and it is anticipated that final bids will be due in
December 2003. At the end of the bidding process, the Company will consider the
bids and its reorganization alternatives. The Blackstone Group will be managing
the sales process on behalf of the Company.
On October 7, 2003, the Company issued a press release announcing that
it plans to integrate three eastern distribution centers that have historically
been a part of Fleming's convenience business. In addition, Fleming plans to
close three divisions that were historically part of its convenience business.
Some customers serviced by these closed divisions will be serviced by the
Company. Fleming and the Company plan to contact customers at these closed
divisions to discuss service options. In addition, the Company announced that
Fleming and the Company are continuing to work with their secured lenders and
the Official Committee of Unsecured Creditors appointed by the U.S. Bankruptcy
Court to agree on a strategy for the Company to emerge from Chapter 11. The
Company also provided an update regarding its positive operational progress over
the past six months.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Pursuant to the rules and regulations of the Securities and Exchange
Commission, each of the press releases dated October 1, 2003 and October 7,
2003, referenced as Exhibit 99.1 and Exhibit 99.2, respectively, 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.
(c) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
99.1 -- Press release dated October 1, 2003.
99.2 -- Press release dated October 7, 2003.
ITEM 9. REGULATION FD DISCLOSURE.
On each of October 1, 2003 and October 7, 2003, the Company issued a
press release announcing the matters referenced in Item 5 hereof. A copy of each
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 releases 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: October 9, 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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99.1 -- Press release dated October 1, 2003.
99.2 -- Press release dated October 7, 2003.