-----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, PKzKMg7jK3wV5wKMWM2QWEMnLeIw7rZrGDdeclaOElDjB9FUf+CqCq5Jbc+2946N qOt5p9teD/cJKXtRc6eC7g== 0000950134-03-005371.txt : 20030403 0000950134-03-005371.hdr.sgml : 20030403 20030403172232 ACCESSION NUMBER: 0000950134-03-005371 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030403 ITEM INFORMATION: Bankruptcy or receivership ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030403 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08140 FILM NUMBER: 03639195 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 d04635e8vk.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): April 3, 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 ================================================================================ ITEM 3. BANKRUPTCY OR RECEIVERSHIP. On April 2, 2003, Fleming Companies, Inc. (the "Company") issued a press release announcing that in connection with the Company's Chapter 11 bankruptcy reorganization filing, it has received a $50 million interim debtor-in-possession ("DIP") financing commitment, as well as the right to use cash collateral, from its existing lenders as a bridge to a permanent $150 million DIP financing package. The interim DIP financing and use of cash collateral are subject to the approval of the Bankruptcy Court, the pledge to existing lenders of the Company's unencumbered assets and other conditions. In addition, the Company is in the process of finalizing the permanent $150 million DIP financing, which will be subject to a borrowing base. The permanent DIP financing is subject to the completion of certain due diligence, execution of definitive documentation, the approval of the Bankruptcy Court and other conditions. ITEM 5. OTHER INFORMATION. In addition, on April 3, 2003, the Company also announced that it had been notified that the New York Stock Exchange ("NYSE") had suspended trading in the Company's common stock and the NYSE was applying to the Securities and Exchange Commission (the "SEC") to delist the Company's common stock from the NYSE, pending the completion of applicable procedures, including any appeal by the Company of the NYSE staff's determination. The Company has taken the NYSE appeal procedure under advisement. The Company also announced that the Chicago Stock Exchange and the Pacific Stock Exchange, on which the Company's common stock is also listed, have suspended trading in the Company's common stock. In connection with the foregoing matters, the Company has been notified that its common stock is being traded on the Pink Sheets, a centralized quotation service that collects and publishes market maker quotes in over-the-counter securities, under the symbol FLMIQ.PK. The Company plans to ask the Over-The-Counter Bulletin Board ("OTCBB") to review the Company's eligibility for trading on the OTCBB; however, the Company believes that it will not be eligible for trading on the OTCBB until it files its Annual Report on Form 10-K for the fiscal year ended December 28, 2002 with the SEC. The OTCBB is a regulated quotation service that offers real-time quotes, last sales prices and volume information in over-the-counter securities. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. Pursuant to the rules and regulations of the Securities and Exchange Commission, the exhibits referenced below and the information set forth therein are deemed to be furnished pursuant to Item 9 hereof and shall not be deemed "filed" under the Securities Exchange Act of 1934. (c) EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ----------- 99.1 -- Press release dated April 2, 2003. 99.2 -- Press release dated April 3, 2003.
ITEM 9. REGULATION FD DISCLOSURE. On April 2, 2003, the Company issued a press release announcing the matters referenced in Item 3 hereof and on April 3, 2003, the Company issued a press release announcing the matters referenced in Item 5 hereof. A copy of such press releases is included as an exhibit to this Current Report. Pursuant to the rules and regulations of the Securities and Exchange Commission, such press releases and the information set forth therein are deemed to be furnished pursuant to this Item 9 and shall not be deemed "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: April 3, 2003 By: /s/ MARK D. SHAPIRO ---------------------------------------- Mark D. Shapiro Senior Vice President and Chief Financial Officer INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ----------- 99.1 -- Press release dated April 2, 2003. 99.2 -- Press release dated April 3, 2003.
EX-99.1 3 d04635exv99w1.txt PRESS RELEASE DATED APRIL 2, 2003 EXHIBIT 99.1 FLEMING RECEIVES $50 MILLION INTERIM FUNDING COMMITMENT AS BRIDGE TO $150 MILLION DIP FINANCING PACKAGE Financing Package Would Permit Vendor Support Program DALLAS, April 2 /PRNewswire-FirstCall/ -- Fleming Companies, Inc. (NYSE: FLM) announced that in connection with the company's Chapter 11 filing it has received a $50 million interim debtor-in-possession (DIP) financing commitment from its existing lenders as a bridge to a permanent $150 million DIP financing package. "This interim financing represents an important first achievement in our reorganization process," said Peter Willmott, Fleming's Interim President and Chief Executive Officer. "With this financing and the support of our vendors, we can deliver on our commitment to provide Fleming's customers with the goods they need, when they need them. To that end, we are developing, in connection with the permanent DIP facility, a vendor support program that will provide important financial assurances to our trade partners. "We are pleased to have the support of our lenders at this critical time for Fleming. We believe the permanent DIP financing package and vendor support program will provide Fleming with the financing it needs to successfully operate in and exit from Chapter 11. With the anticipated DIP financing package in place and the protection of the court process, we expect to achieve these goals and emerge as a strong competitor." The interim DIP commitment is subject to approval of the Bankruptcy Court, the pledge to the existing lenders of the company's unencumbered assets and other conditions. Under this arrangement, the company will have the right to use cash collateral and the interim DIP prior to the effectiveness of the permanent DIP financing. Motions to approve the interim DIP commitment and use of cash collateral are expected to be heard by the Court on Thursday, April 3, 2003. Fleming and its lenders are in the process of finalizing the permanent $150 million DIP facility which will be subject to a borrowing base. This DIP facility is expected to provide the company with necessary financing throughout the Chapter 11 process. Initial borrowing under this DIP facility would be subject to certain conditions, including the completion of certain due diligence, execution of definitive documentation and receipt of Bankruptcy Court approval. The permanent DIP facility would permit Fleming to establish a vendor support program, including a junior lien on the company's assets in favor of the company's vendors. Participation in the vendor support program, which is subject to Bankruptcy Court approval, would be open to vendors who contractually agree to ship goods on normal trade terms through the pendency of the Chapter 11 proceedings. About Fleming Fleming is a leading supplier of consumer package goods to retailers of all sizes and formats in the United States. Fleming serves a wide range of retail locations across the country, including supermarkets, convenience stores, discount stores, concessions, limited assortment, drug, supercenters, specialty, casinos, gift shops, military commissaries and exchanges and more. To learn more about Fleming, visit our Web site at http://www.fleming.com. Forward-Looking Statement This document contains forward-looking statements regarding future events. These forward-looking statements are subject to a number of factors that could cause actual results to differ materially from those stated in this release, including without limitation: the ability of the Company to continue as a going concern; the ability of the Company to operate pursuant to the terms of the DIP facility; court approval of the Company's first day papers and other motions prosecuted by it from time to time; the ability of the Company to develop, prosecute, confirm and consummate one or more plans of reorganization with respect to the Chapter 11 cases; risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusivity period for the Company to propose and confirm one or more plans of reorganization, for the appointment of a Chapter 11 trustee or to convert the cases to Chapter 7 cases; the ability of the Company to obtain trade credit, and shipments and terms with vendors and service providers for current orders; the Company's ability to maintain contracts that are critical to its operations; potential adverse developments with respect to the Company's liquidity or results of operations; the ability to fund and execute its business plan; the ability to attract, retain and compensate key executives and associates; the ability of the Company to attract and retain customers; changes in general economic conditions; and, the ability to successfully sell the Company's retail operations. Additional information about these and other factors is contained in Fleming's reports and filings with the Securities and Exchange Commission, including its 2001 Form 10-K. The forward-looking statements speak only as of the date made and Fleming undertakes no obligation to update forward-looking statements to reflect developments or information obtained after the date of this release. CONTACTS: (Media) Shane Boyd 972.906.2125 (Investors-Equity) Mark Shapiro 972.906.8109 (Investors-Debt) Clint Bryant 972.906.8142 SOURCE Fleming EX-99.2 4 d04635exv99w2.txt PRESS RELEASE DATED APRIL 3, 2003 EXHIBIT 99.2 FLEMING COMMON STOCK SUSPENDED FROM EXCHANGE TRADING; COMMENCES TRADING IN OVER-THE-COUNTER MARKET DALLAS, April 3 /PRNewswire-FirstCall/ -- Fleming Companies, Inc. today announced that it had been notified that the New York Stock Exchange (NYSE) has suspended trading in Fleming common stock and that an application to the Securities and Exchange Commission to delist Fleming common stock is pending the completion of applicable procedures, including any appeal by Fleming of the NYSE staff's determination. The company has taken the NYSE appeal procedure under advisement. Trading of Fleming common stock has also been suspended on the Chicago Stock Exchange and the Pacific Stock Exchange. Fleming common stock is now trading in the Pink Sheets (http://www.pinksheets.com ), a centralized quotation service that collects and publishes market maker quotes in over-the-counter securities, under the symbol FLMIQ.PK. Fleming plans to ask the Over-The-Counter Bulletin Board (OTCBB) to review the company's eligibility for trading on the OTCBB. However, the company believes it will not be eligible for trading on the OTCBB until it files its Annual Report on Form 10-K for the fiscal year ended December 28, 2002 with the Securities and Exchange Commission. The OTCBB is a regulated quotation service that offers real-time quotes, last sale prices and volume information in over-the-counter securities. About Fleming Fleming is a leading supplier of consumer package goods to retailers of all sizes and formats in the United States. Fleming serves a wide range of retail locations across the country, including supermarkets, convenience stores, discount stores, concessions, limited assortment, drug, supercenters, specialty, casinos, gift shops, military commissaries and exchanges and more. To learn more about Fleming, visit our Web site at http://www.fleming.com . Forward-Looking Statement This document contains forward-looking statements regarding future events. These forward-looking statements are subject to a number of factors that could cause actual results to differ materially from those stated in this release, including without limitation: the ability of the Company to continue as a going concern; the ability of the Company to operate pursuant to the terms of the DIP facility; court approval of the Company's first day papers and other motions prosecuted by it from time to time; the ability of the Company to develop, prosecute, confirm and consummate one or more plans of reorganization with respect to the Chapter 11 cases; risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusivity period for the Company to propose and confirm one or more plans of reorganization, for the appointment of a Chapter 11 trustee or to convert the cases to Chapter 7 cases; the ability of the Company to obtain trade credit, and shipments and terms with vendors and service providers for current orders; the Company's ability to maintain contracts that are critical to its operations; potential adverse developments with respect to the Company's liquidity or results of operations; the ability to fund and execute its business plan; the ability to attract, retain and compensate key executives and associates; the ability of the Company to attract and retain customers; changes in general economic conditions; and, the ability to successfully sell the Company's retail operations. Additional information about these and other factors is contained in Fleming's reports and filings with the Securities and Exchange Commission, including its 2001 Form 10-K. The forward-looking statements speak only as of the date made and Fleming undertakes no obligation to update forward-looking statements to reflect developments or information obtained after the date of this release. CONTACTS: (Media) Shane Boyd 972.906.2125 (Investors-Equity) Mark Shapiro 972.906.8109 (Investors-Debt) Clint Bryant 972.906.8142 SOURCE Fleming -----END PRIVACY-ENHANCED MESSAGE-----