SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): April 23, 2002
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 of (Commission File Number) (I.R.S. Employer
Incorporation) Identification No.)
1945 Lakepointe Drive, Lewisville, Texas 75057
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(Address of Principal Executive Offices) (Zip Code)
(972) 906-8000
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(Registrant's telephone number, including area code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
(a) On April 23, 2002, Fleming Companies, Inc. ("Fleming") entered into
an Agreement and Plan of Merger (the "Merger Agreement") by and among Fleming,
Platform Corporation, a wholly owned subsidiary of Fleming ("Buyer Sub"),
Core-Mark International, Inc. (the "Company") and the stockholders of the
Company, pursuant to which Buyer Sub will merge with and into the Company. The
Merger Agreement is attached hereto as Exhibit 2.1 and is incorporated into this
item of this report as if fully set forth herein.
(b) Exhibits.
Number
2.1 Agreement and Plan of Merger, dated as of April 23,
2002, by and among Fleming Companies, Inc., an
Oklahoma corporation, Platform Corporation, a
Delaware corporation, Core-Mark International, Inc.,
a Delaware corporation, and the Indemnifying
Stockholders (as defined therein).
ITEM 9. REGULATION FD DISCLOSURE.
(a) On April 24, 2002, Fleming issued a press release relating to the
execution of the Merger Agreement. The full text of the press release is
attached hereto as Exhibit 99.1 and is incorporated into this item of this
report as if fully set forth herein.
(b) Exhibits.
Number
99.1 Press Release dated April 24, 2002 announcing the
signing of the Merger Agreement.
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.
By: /s/ CARLOS M. HERNANDEZ
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Carlos M. Hernandez
Senior Vice President, General Counsel and
Secretary
Date: April 24, 2002
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of April 23,
2002, by and among Fleming Companies, Inc., an
Oklahoma corporation, Platform Corporation, a
Delaware corporation, Core-Mark International, Inc.,
a Delaware corporation, and the Indemnifying
Stockholders (as defined therein).
99.1 Press Release dated April 24, 2002 announcing the
signing of the Merger Agreement.