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): May 11, 2004
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
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On May 11, 2004, Fleming Companies, Inc. and certain of its subsidiaries
(collectively, the "Company") and the Official Committee of Unsecured Creditors'
in the Company's voluntary petitions for reorganization under Chapter 11 of
Title 11 of the United States Code (Case No. 03-10945) (Jointly Administered)
filed their third amended joint plan of reorganization (the "Third Amended
Plan") and related disclosure statement for the Third Amended Plan (the "Third
Amended Disclosure Statement") with the United States Bankruptcy Court for the
District of Delaware (the "Bankruptcy Court"). A hearing has been scheduled on
May 25, 2004 at which the Company intends to ask the Bankruptcy Court to approve
the Third Amended Disclosure Statement and to allow the Company to solicit its
creditors and seek confirmation of the Third Amended Plan. Copies of the Third
Amended Plan and the Third Amended Disclosure Statement are attached hereto as
Exhibit 99.1 and Exhibit 99.2, respectively.
Bankruptcy law does not permit the solicitation of acceptances of the
Third Amended Plan until the Bankruptcy Court approves the Third Amended
Disclosure Statement relating to the Third Amended Plan as providing adequate
information of a kind, and in sufficient detail, as far as is reasonably
practicable in light of the nature and history of the debtor and the condition
of the debtor's books and records, that would enable a hypothetical reasonable
investor typical of the holder of claims or interests of the relevant class to
make an informed judgment about the Third Amended Plan. Accordingly, this
announcement is not intended to be, nor should it be construed as, a
solicitation for a vote on the Third Amended Plan. The Company will emerge from
Chapter 11 if and when the Third Amended Plan receives the requisite stakeholder
approval, is confirmed by the Bankruptcy Court and the conditions precedent to
Third Amended Plan effectiveness, as described in the Third Amended Plan, are
satisfied or waived.
The Third Amended Plan and the Third Amended Disclosure Statement,
together with certain exhibits and related court filings, are available at
http://www.bmccorp.net/fleming.
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 Third Amended Joint Plan of Reorganization of Fleming Companies,
Inc. and its Filing Subsidiaries dated May 11, 2004.
99.2 Third Amended Disclosure Statement in Support of Third Amended Joint
Plan of Reorganization of Fleming Companies, Inc. and its Filing
Subsidiaries dated May 11, 2004.
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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: May 17, 2004 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 Third Amended Joint Plan of Reorganization of Fleming Companies,
Inc. and its Filing Subsidiaries dated May 11, 2004.
99.2 Third Amended Disclosure Statement in Support of Third Amended
Joint Plan of Reorganization of Fleming Companies, Inc. and its
Filing Subsidiaries dated May 11, 2004.