-----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, Dx331oH6zWDx8rYdQq31ZSsero/R8rJwLxT6dwZInT7W5A0Icv8ygc826ug3j0VC 6ds2oKxkvn8l23zk0XbfUQ== 0000950134-02-009515.txt : 20020812 0000950134-02-009515.hdr.sgml : 20020812 20020812163840 ACCESSION NUMBER: 0000950134-02-009515 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020812 ITEM INFORMATION: FILED AS OF DATE: 20020812 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: 1934 Act SEC FILE NUMBER: 001-08140 FILM NUMBER: 02727196 BUSINESS ADDRESS: STREET 1: 1945 LAKEPOINTE DRIVE CITY: LEWISVILLE STATE: TX ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 1945 LAKEPOINT DRIVE CITY: LEWISVILLE STATE: TX ZIP: 75057 8-K 1 d98805e8vk.txt FORM 8-K 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): August 12, 2002 FLEMING COMPANIES, INC. (Exact Name of Registrant As Specified in Its Charter) Oklahoma 1-8140 48-0222760 (State of Incorporation) (Commission File No.) (I.R.S. Employer Identification No.) 1945 Lakepointe Drive, Lewisville, Texas 75057 (Address of Principal Executive Offices, Including Zip Code) (972) 906-8000 (Registrant's Telephone Number, Including Area Code) ITEM 9. REGULATION FD DISCLOSURE (a) On August 12, 2002, Fleming Companies, Inc. filed with the Securities and Exchange Commission the written statements under oath of its Principal Executive Officer and Principal Financial Officer in accordance with the Securities and Exchange Commission's June 27, 2002 Order (File No. 4-460) requiring the filing of sworn statements pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934, as amended. Copies of each of these statements are attached hereto as Exhibits 99.1 and 99.2, respectively. The foregoing information, including the exhibits, is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of Fleming Companies, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing. (b) Exhibits. EXHIBIT NUMBER DESCRIPTION 99.1 Statement Under Oath of Mark S. Hansen, Principal Executive Officer of Fleming Companies, Inc. 99.2 Statement Under Oath of Neal J. Rider, Principal Financial Officer of Fleming Companies, Inc. 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. Date: August 12, 2002 FLEMING COMPANIES, INC. By: /s/ Neal J. Rider ------------------------------------ Neal J. Rider Executive Vice President and Chief Financial Officer 2 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------ ----------- 99.1 Statement Under Oath of Mark S. Hansen, Principal Executive Officer of Fleming Companies, Inc. 99.2 Statement Under Oath of Neal J. Rider, Principal Financial Officer of Fleming Companies, Inc.
EX-99.1 3 d98805exv99w1.txt STATEMENT UNDER OATH OF MARK S. HANSEN, CEO EXHIBIT 99.1 OMB NUMBER: 3235-0569 EXPIRES: JANUARY 31, 2003 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Mark S. Hansen, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Fleming Companies, Inc., and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o report on Form 10-K filed on March 6, 2002 of Fleming Companies, Inc.; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Fleming Companies, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Mark S. Hansen Subscribed and sworn to ----------------------- before me this 12th day of Mark S. Hansen August 2002. Date: August 12, 2002 ----------------- /s/ Renee Greaves ----------------- Notary Public of the State Of Texas Commission Expires October 22, 2005 ---------------- EX-99.2 4 d98805exv99w2.txt STATEMENT UNDER OATH OF NEAL J. RIDER, CFO EXHIBIT 99.2 OMB NUMBER: 3235-0569 EXPIRES: JANUARY 31, 2003 STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Neal J. Rider, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Fleming Companies, Inc., and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o report on Form 10-K filed on March 6, 2002 of Fleming Companies, Inc.; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Fleming Companies, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Neal J. Rider Subscribed and sworn to -------------------- before me this 12th day of Neal J. Rider August 2002. Date: August 12, 2002 -------------- /s/ Renee Greaves ----------------- Notary Public State of Texas Commission Expires October 22, 2005 ---------------- -----END PRIVACY-ENHANCED MESSAGE-----