-----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, C+oQQe+8AW9k6IkZItvM3fESlU/QmyJMvNpxA+8nMmqkeWfEMarAE/mCr39VhuPl Pl9l0Tx1ooGcqHizGgsFKA== 0000950134-01-002227.txt : 20010319 0000950134-01-002227.hdr.sgml : 20010319 ACCESSION NUMBER: 0000950134-01-002227 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010315 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010316 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: 1570224 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 d85140e8-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 15, 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 Identification No.) Incorporation)
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 15, 2001, the registrant announced that it sold $355 million of its 10 1/8% Senior Notes due 2008 and $150 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. The registrant originally offered $130 million principal amount of the Convertible Senior Subordinated Notes with an option to purchase up to $20 million aggregate principal amount of additional Notes. The initial purchasers of the Notes subsequently exercised in full their purchase option, bringing the total amount sold to $150 million. For additional information concerning these securities, refer to the exhibit 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 15, 2001 regarding the Senior Notes and Convertible Senior Subordinated Notes 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/ Carlos M. Hernandez -------------------------------- Carlos M. Hernandez Senior Vice President, General Counsel and Secretary Date: March 16, 2001 4 5 INDEX TO EXHIBIT
No. Exhibit - --- ------- 99.1 Press Release dated March 15, 2001 regarding the Senior Notes and Convertible Senior Subordinated Notes Offerings.
EX-99.1 2 d85140ex99-1.txt PRESS RELEASE DATED MARCH 15, 2001 1 EXHIBIT 99.1 PRESS RELEASE FLEMING COMPANIES, INC. ANNOUNCES CLOSING OF SENIOR NOTE OFFERING AND CONVERTIBLE SENIOR SUBORDINATED NOTE OFFERING DALLAS--March 15, 2001--Fleming Companies, Inc. (NYSE: FLM) today announced that it sold $355 million of its 10 1/8% Senior Notes due 2008 and $150 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. The company originally offered $130 million principal amount of the Convertible Senior Subordinated Notes with an option to purchase up to $20 million aggregate principal amount of additional Notes. The initial purchasers of the Notes subsequently exercised in full their purchase option, bringing the total amount sold to $150 million. The Senior Notes and 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. 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-----