-----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, JYB1xUphGLXihyHQom5ZsbMHce5eOQmom9KdqfvJrAJop606rHkn9YkgAYJ+DMB+ i8cInkuKZhMyNjOMKmnMzQ== 0000950134-03-006267.txt : 20030423 0000950134-03-006267.hdr.sgml : 20030423 20030423094026 ACCESSION NUMBER: 0000950134-03-006267 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030422 ITEM INFORMATION: Bankruptcy or receivership ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030423 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: 03659201 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 d05088e8vk.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 22, 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 22, 2003, Fleming Companies, Inc. (the "Company") issued a press release announcing that the Company has received the Bankruptcy Court's interim approval of its motion for $150 million secured debtor-in-possession ("DIP") financing package, which is subject to final documentation and budgetary approval by the Company's DIP lenders. Until the final conditions are met, the Company will operate with its $50 million interim bridge funding commitment that the Company received on April 3, 2003. The motion also approved the creation of a junior trade lien on Company assets for use in restoring trade terms from vendors who participate in the Company's vendor support program. The lead lenders in the DIP financing package are Deutsche Bank Trust Company Americas and JP Morgan Chase Bank. When finalized, the DIP facility will provide the Company with a revolving working capital facility that will be based on a borrowing base and other borrowing conditions. In accordance with U.S. Bankruptcy Law, interim approval is required prior to a 15-day waiting period for final approval at a hearing scheduled for May 6, 2003. Under the Company's trade lien program, when finalized, trade vendors who meet certain requirements, such as agreeing to ship to the Company and restoring trade terms, will be eligible to participate in a lien on the Company's assets that is junior to the Company's DIP lenders and pre-petition secured lenders. The trade lien will cover post-petition credit advanced by the vendor and pre-petition reclamation claims up to the amount of credit advanced. This program has been agreed upon in principle with the Company's unsecured creditors committee and the Company's DIP lenders and pre-petition bank group and is subject to final documentation. As previously announced, the Company and its operating subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code on April 1, 2003. The filings were made in the U.S. Bankruptcy Court in Wilmington, Delaware. The case has been assigned to the Honorable Judge Mary F. Walrath under case number 03-10945 (MFW) (Jointly Administered). Fleming's court filings are available via the court's website, at http://www.deb.uscourts.gov. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. Pursuant to the rules and regulations of the Securities and Exchange Commission, the exhibit referenced below and the information set forth therein is deemed to have been furnished pursuant to Item 9 hereof and shall not be deemed to have been "filed" under the Securities Exchange Act of 1934. (c) EXHIBITS EXHIBIT NUMBER DESCRIPTION 99.1 -- Press release dated April 22, 2003. ITEM 9. REGULATION FD DISCLOSURE. On April 22, 2003, the Company issued a press release announcing the matters referenced in Item 3 hereof. A copy of such press release is furnished as an exhibit to this Current Report. Pursuant to the rules and regulations of the Securities and Exchange Commission, such press release and the information set forth therein are deemed to have been furnished pursuant to this Item 9 and shall not be deemed to have been "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 23, 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 22, 2003.
EX-99.1 3 d05088exv99w1.txt PRESS RELEASE EXHIBIT 99.1 FLEMING RECEIVES COURT APPROVAL OF DIP FINANCING AND TRADE LIEN PROGRAM; LIQUIDITY WILL BE STRENGTHENED AND PROTECTIONS EXTENDED TO TRADE VENDORS Financing Will Be Available for Use in Meeting Trade and Other Ongoing Business Obligations DALLAS, April 22 /PRNewswire-FirstCall/ -- Fleming Companies, Inc. today announced that the Company has received U.S. Bankruptcy Court interim approval of its motion for $150 million secured debtor-in-possession financing package, subject to final documentation and budgetary approval by Fleming's DIP lenders. Until the final conditions are met, the Company will operate with its $50 million interim bridge funding commitment that the Company received on April 3, 2003. The motion also approved the creation of a junior trade lien on Company assets for use in restoring trade terms from vendors who participate in the vendor support program. Interim President and Chief Executive Officer Peter Willmott said, "The DIP financing -- combined with Company cash flow and the anticipated restoration of trade terms -- should provide us with the resources we need to meet our obligations throughout the reorganization process. The financial assurances and protections that we will now offer trade vendors through our trade lien program solidify our commitment to partnering with suppliers to ensure continuing product flow to our customers. We clearly have new momentum. "Today's actions are key to providing Fleming customers with the products they need, when they need them, while also providing merchandise suppliers with assurances that allow for the restoration of trade terms. The Court's approval strengthens Fleming's ability to perform at a high level," said Mr. Willmott. Fleming's secured DIP facility will be used to supplement the Company's existing cash flow during its restructuring process. The lead lenders in the DIP financing package are Deutsche Bank Trust Company Americas and JP Morgan Chase Bank. When finalized, the DIP facility will provide the Company with a revolving working capital facility that will be based on a borrowing base and other borrowing conditions, and should provide up to $150 million in financing. In accordance with U.S. Bankruptcy Law, interim approval is required prior to a 15-day waiting period for final approval at a hearing scheduled for May 6, 2003. Under Fleming's trade lien program, when finalized, trade vendors who meet certain requirements -- such as agreeing to ship to the Company and restoring trade terms -- will be eligible to participate in a lien on the Company's assets that is junior to the Company's DIP lenders and pre-petition secured lenders. The trade lien will cover post-petition credit advanced by the vendor and pre-petition reclamation claims up to the amount of credit advanced. This program has been agreed upon in principle with the Company's unsecured creditors committee and the Company's DIP lenders and pre-petition bank group and is subject to final documentation. Fleming Companies, Inc. and its operating subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code on April 1, 2003. The purpose of the Chapter 11 filing is to allow the Company to establish an improved capital and cost structure, and position Fleming for long-term success upon emergence from Chapter 11. The filings were made in the U.S. Bankruptcy Court in Wilmington, Delaware. The case has been assigned to the Honorable Judge Mary F. Walrath under case number 03-10945 (MFW) (Jointly Administered). Fleming's court filings are available via the court's website, at http://www.deb.uscourts.gov. ABOUT FLEMING Fleming (OTC Pink Sheets: FLMIQ) is a leading supplier of consumer package goods to independent supermarkets, convenience-oriented retailers and other retail formats around the country. 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 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 NEWS Page 2 of 2 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. 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-----