-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LPTk1NRubv/+Pe4WZ/Nmvpf0i7tZEdkITDIm9TT7I1mfx3j3DhyiizLqLYoPmQQO wSGsPXqxCIlPQ86G+4PsCg== 0000950134-01-002070.txt : 20010314 0000950134-01-002070.hdr.sgml : 20010314 ACCESSION NUMBER: 0000950134-01-002070 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20010309 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010313 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEMING COMPANIES INC /OK/ CENTRAL INDEX KEY: 0000352949 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 480222760 STATE OF INCORPORATION: OK FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-08140 FILM NUMBER: 1566841 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73216-0647 8-K 1 d84939e8-k.txt FORM 8-K 1 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): March 9, 2001 FLEMING COMPANIES, INC. ------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Oklahoma 1-8140 48-0222760 - ------------------------------- ------------------------ ------------------ (State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Incorporation) Identification No.)
1945 Lakepointe Drive, Lewisville, Texas 75057 --------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (972) 906-8000 ---------------------------------------------------- (Registrant's telephone number, including area code) N/A ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 2 ITEM 5. OTHER EVENTS. On March 9, 2001, the registrant entered into a purchase agreement for the issuance and sale of $130,000,000 aggregate principal amount ($150,000,000 if the initial purchasers exercise in full their purchase option) of its 5.25% Convertible Senior Subordinated Notes due 2009 through a private placement to qualified institutional buyers pursuant to Rule 144A and in offshore transactions pursuant to Regulation S under the Securities Act of 1933, as amended. On March 9, 2001, the registrant also entered into a purchase agreement for the issuance and sale of $355,000,000 aggregate principal amount of its 101/8% Senior Notes due 2008 through a private placement to qualified institutional buyers pursuant to Rule 144A and in offshore transactions pursuant to Regulation S under the Securities Act of 1933, as amended. The registrant expects to close both of the transactions on or about March 15, 2001. For additional information concerning these securities, refer to the exhibits contained in this Current Report on Form 8-K. 2 3 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits The following exhibits are filed as part of this Report: No. Exhibit 99.1 Press Release dated March 9, 2001 regarding Convertible Senior Subordinated Notes Offering. 99.2 Press Release dated March 9, 2001 regarding Senior Notes Offering. 99.3 Press Release dated February 22, 2001 regarding offerings. 3 4 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/ Neal J. Rider -------------------------- Neal J. Rider Executive Vice President and Chief Financial Officer Date: March 12, 2001 4 5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99.1 Press Release dated March 9, 2001 regarding Convertible Senior Subordinated Notes Offering. 99.2 Press Release dated March 9, 2001 regarding Senior Notes Offering. 99.3 Press Release dated February 22, 2001 regarding offerings.
5 EX-99.1 2 d84939ex99-1.txt PRESS RELEASE RE: CONVERTIBLE SR SUBORDINATED NOTE 1 EXHIBIT 99.1 FLEMING COMPANIES, INC. ANNOUNCES CONVERTIBLE SENIOR SUBORDINATED NOTE OFFERING DALLAS, Texas--March 9, 2001--Fleming Companies, Inc. (NYSE: FLM) today announced that it has agreed to sell $130 million of its 5.25% Convertible Senior Subordinated Notes due 2009 through a private placement to qualified institutional buyers pursuant to Rule 144A and in offshore transactions pursuant to Regulation S under the Securities Act of 1933, as amended. Fleming expects to close the transaction on or about March 15, 2001. Fleming has also granted the initial purchasers of the Convertible Senior Subordinated Notes a 30-day option to purchase up to an additional $20 million of the Convertible Senior Subordinated Notes. The Convertible Senior Subordinated Notes will be guaranteed on a senior subordinated basis by all of Fleming's current and future wholly-owned domestic subsidiaries. Fleming will use the net proceeds of this offering to repay amounts outstanding under its revolving credit facility. The Convertible Senior Subordinated Notes will not be, and have not been, registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration under the Securities Act of 1933, as amended, or an applicable exemption from the registration requirements thereof. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of the notes in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Fleming is an industry leader in the distribution of consumable goods and also has a growing presence in operating price impact supermarkets. Through our distribution group, we distribute products to customers that operate approximately 3,000 supermarkets, 3,000 convenience stores and nearly 1,000 supercenters, discount stores, limited assortment stores, drug stores, specialty stores and other stores across the United States. Any statements in this press release that are not historical facts are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements. For a description of important factors which could cause actual results to differ from those contained in the forward-looking statements, see the reports and documents Fleming files from time to time with the Securities and Exchange Commission. Fleming is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise. EX-99.2 3 d84939ex99-2.txt PRESS RELEASE RE: SR NOTES OFFERING 1 EXHIBIT 99.2 FLEMING COMPANIES, INC. ANNOUNCES SENIOR NOTE OFFERING DALLAS, Texas--March 9, 2001--Fleming Companies, Inc. (NYSE: FLM) today announced that it has agreed to sell $355 million of its 10 1/8% Senior Notes due 2008 through a private placement to qualified institutional buyers pursuant to Rule 144A and in offshore transactions pursuant to Regulation S under the Securities Act of 1933, as amended. Fleming expects to close the transaction on or about March 15, 2001. The Senior Notes will be guaranteed on a senior basis by all of Fleming's current and future wholly-owned domestic subsidiaries. Fleming will use the net proceeds of this offering to redeem all of Fleming's outstanding $300 million 10.625% Senior Notes due 2001 and to repay amounts outstanding under its revolving credit facility. The Senior Notes will not be, and have not been, registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration under the Securities Act of 1933, as amended, or an applicable exemption from the registration requirements thereof. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of the notes in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Fleming is an industry leader in the distribution of consumable goods and also has a growing presence in operating price impact supermarkets. Through our distribution group, we distribute products to customers that operate approximately 3,000 supermarkets, 3,000 convenience stores and nearly 1,000 supercenters, discount stores, limited assortment stores, drug stores, specialty stores and other stores across the United States. Any statements in this press release that are not historical facts are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements. For a description of important factors which could cause actual results to differ from those contained in the forward-looking statements, see the reports and documents Fleming files from time to time with the Securities and Exchange Commission. Fleming is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise. EX-99.3 4 d84939ex99-3.txt PRESS RELEASE RE: OFFERINGS 1 EXHIBIT 99.3 FLEMING OFFERS $300 MILLION OF SENIOR NOTES AND $100 MILLION OF SENIOR SUBORDINATED CONVERTIBLE NOTES DALLAS--(BUSINESS WIRE)--Feb. 22, 2001--Fleming (NYSE: FLM) today announced that it intends to offer $300 million of senior notes due 2008 and $100 million of senior subordinated convertible notes due 2009 (plus an option granted to the initial purchasers to purchase an additional $15 million of the convertible notes). The senior notes and the senior subordinated convertible notes will be guaranteed by all of Fleming's current and future wholly owned subsidiaries. The net proceeds from this private placement will be used to redeem all of Fleming's outstanding $300 million 10.625% senior notes due 2001 and to repay amounts outstanding under its revolving credit facility. These notes will be offered to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S. The notes will not be registered under the Securities Act of 1933, as amended, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of the notes in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Fleming is an industry leader in the distribution of consumable goods and also has a growing presence in operating price impact supermarkets. Through our distribution group, we distribute products to customers that operate approximately 3,000 supermarkets, 3000 convenience stores and nearly 1,000 supercenters, discount stores, limited assortment stores, drug stores, specialty stores and other stores across the United States. Any statements in this press release that are not historical facts are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements. For a description of important factors which could cause actual results to differ from those contained in the forward-looking statements, see the reports and documents Fleming files from time to time with the Securities and Exchange Commission. Fleming is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise. -----END PRIVACY-ENHANCED MESSAGE-----