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.
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