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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): April 4, 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 3. BANKRUPTCY OR RECEIVERSHIP.
On April 4, 2003, Fleming Companies, Inc. (the "Company") announced
that the Bankruptcy Court approved the following first day motions: (i) the $50
million interim debtor-in-possession ("DIP") financing commitment from Fleming's
existing lenders, as a bridge to a permanent $150 million DIP financing package,
(ii) the right to use cash collateral on an interim basis, (iii) the
administrative expense status for goods ordered by the Company before it filed
bankruptcy but shipped after the filing, (iv) interim approval of an order
prohibiting the prosecution of claims under the Perishable Agricultural
Commodities Act and the Packers and Stockyard Act, which order is pending
further hearing on April 21, 2003, (v) continuation of customer programs and
practices in the ordinary course of business, and (vi) the payment of certain
pre-petition claims and certain post-petition obligations. In addition, the
Bankruptcy Court will consider other relief, including a trade lien and critical
vendor relief at a hearing on April 10, 2003 and procedures for reclamation
claimants, at a hearing on April 21, 2003.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Pursuant to the rules and regulations of the Securities and Exchange
Commission, the exhibit referenced below and the information set forth therein
is deemed to be furnished pursuant to Item 9 hereof and shall not be deemed
"filed" under the Securities Exchange Act of 1934.
(c) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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99.1 -- Press release dated April 4, 2003.
ITEM 9. REGULATION FD DISCLOSURE.
On April 4, 2003, the Company issued a press release announcing the
matters referenced in Item 3 hereof. A copy of such press release is included 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 are deemed to be furnished pursuant to this Item 9 and shall not
be deemed "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: April 4, 2003 By: /s/ MARK D. SHAPIRO
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Mark D. Shapiro
Senior Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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99.1 -- Press release dated April 4, 2003.