UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 14, 2003
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FLEMING COMPANIES, INC.
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(Exact Name of Registrant as Specified in Charter)
Oklahoma 1-8140 48-0222760
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1945 Lakepointe Drive, Lewisville, Texas 75057
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(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 REGULATION FD DISCLOSURE.
Fleming Companies, Inc. (the "Company") is required to file monthly
operating reports with the United States Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court"), in connection with its voluntary petition for
relief under Chapter 11 of Title 11 of the United States Code (Case No.
03-10945) (Jointly Administered) (the "Chapter 11 Case"). These monthly
operating reports are available to the public from the Bankruptcy Court as they
are filed.
On August 14, 2003, the Company filed with the Bankruptcy Court its
monthly operating reports for the periods April 1, 2003 through April 19, 2003
and April 20, 2003 through May 17, 2003, copies of which are attached hereto as
Exhibit 99.1 and Exhibit 99.2, respectively. On August 19, 2003, the Company
filed its monthly operating report for the period May 18, 2003 through June 14,
2003, a copy of which is attached hereto as Exhibit 99.3. On August 27, 2003,
the Company filed its monthly operating report for the period June 15, 2003
through July 12, 2003, a copy of which is attached hereto as Exhibit 99.4. On
September 23, 2003, the Company filed its monthly operating report for the
period July 13, 2003 through August 9, 2003, a copy of which is attached hereto
as Exhibit 99.5. On October 22, 2003, the Company filed its monthly operating
report for the period August 10, 2003 through September 6, 2003, a copy of which
is attached hereto as Exhibit 99.6.
The Company is in the process of evaluating its reorganization
alternatives and, in connection with evaluating its alternatives, is developing
a plan of reorganization (a "Plan") to file with the Bankruptcy Court. The
Company is also discussing its reorganization alternatives and the possible
terms of a Plan with, among others, the Official Committee of Unsecured
Creditors of the Company. In connection with such evaluation and the development
of the Plan, based on numerous factors, including the competing claims of the
Company's creditor constituencies against the Company and its bankruptcy estate,
the Company has concluded that its assets will be insufficient to permit any
meaningful distribution to its equity holders. In light of this conclusion, the
Company believes that its equity securities, including shares of Fleming common
stock, have little or no value, and it is highly likely that all existing equity
securities of the Company will be completely extinguished and canceled under any
Plan proposed by the Company.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial statements of businesses acquired.
Not applicable
(b) Pro forma financial information.
Not applicable
(c) Exhibits.
99.1 Monthly Operating Report of Fleming Companies, Inc. for the period
April 1, 2003 through April 19, 2003.
99.2 Monthly Operating Report of Fleming Companies, Inc. for the period
April 20, 2003 through May 17, 2003.
99.3 Monthly Operating Report of Fleming Companies, Inc. for the period
May 18, 2003 through June 14, 2003.
99.4 Monthly Operating Report of Fleming Companies, Inc. for the period
June 15, 2003 through July 12, 2003.
99.5 Monthly Operating Report of Fleming Companies, Inc. for the period
July 13, 2003 through August 9, 2003.
99.6 Monthly Operating Report of Fleming Companies, Inc. for the period
August 10, 2003 through September 6, 2003.
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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: October 31, 2003 By: /s/ Rebecca A. Roof
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Rebecca A. Roof
Interim Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Monthly Operating Report of Fleming Companies, Inc. for the
period April 1, 2003 through April 19, 2003.
99.2 Monthly Operating Report of Fleming Companies, Inc. for the
period April 20, 2003 through May 17, 2003.
99.3 Monthly Operating Report of Fleming Companies, Inc. for the
period May 18, 2003 through June 14, 2003.
99.4 Monthly Operating Report of Fleming Companies, Inc. for the
period June 15, 2003 through July 12, 2003.
99.5 Monthly Operating Report of Fleming Companies, Inc. for the
period July 13, 2003 through August 9, 2003.
99.6 Monthly Operating Report of Fleming Companies, Inc. for the
period August 10, 2003 through September 6, 2003.