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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): June 27, 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 June 27, 2003, Fleming Companies, Inc. (the "Company") issued a
press release announcing that it has entered into a letter of intent with C&S
Wholesale Grocers, Inc. ("C&S") regarding the sale of the Company's wholesale
grocery operations and assets to C&S. The Company's Core-Mark convenience
business is not included in the sale. The letter of intent is subject to the
execution of a definitive asset purchase agreement and approval by the
Bankruptcy Court. In a separate arrangement, C&S has agreed to promptly begin
supplying the Company with selected vendor products for distribution to the
Company's retail customers.
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
are 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
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99.1 -- Press release dated June 27, 2003.
ITEM 9. REGULATION FD DISCLOSURE.
On June 27, 2003, the Company issued a press release announcing the
matters referenced in Item 5 hereof. A copy of such press releases is furnished
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 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: June 30, 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 June 27, 2003.