-----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, QLhSJRGZzyQNpMoSqtBnbxsSWt/YtdfCjZfTxdaHF1/lazL9DGMcYyn0TpZ32mxV ByJ/HopBEuNGrvSN5B0C7A== 0000950134-03-006496.txt : 20030425 0000950134-03-006496.hdr.sgml : 20030425 20030425172703 ACCESSION NUMBER: 0000950134-03-006496 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030404 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030425 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: 03665401 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 d05219e8vk.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 4, 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 5. OTHER INFORMATION. On April 24, 2003, Fleming Companies, Inc. (the "Company") issued a press release announcing that Bill May has been promoted from Executive Vice President and President, Wholesale to President and Chief Executive Officer of Wholesale Distribution. In addition, the Company announced that Rob Allen is retiring from his position as Interim Chief Operating Officer on April 25, 2003, which position is not expected to be refilled following Mr. Allen's retirement and Mr. May's promotion. On April 25, 2003, the Company issued a press release announcing that it has elected Rebecca Roof as Interim Chief Financial Officer and Mike Scott as Interim Treasurer, effective as of that date. Both Ms. Roof and Mr. Scott are Principals of AlixPartners, LLC, an international provider of corporate restructuring and turnaround services ("AlixPartners"). The Company has retained AP Services, LLC, an affiliate of AlixPartners to assist in the Company's chapter 11 reorganization process. As is customary for AlixPartners, Ms. Roof and Mr. Scott will remain as Principals of AlixPartners while they act in their positions at the Company. Effective April 4, 2003, D. Dee Jerome was elected to the position of Staff Vice President, Corporate Benefits, and Scott M. Northcutt, Executive Vice President, Human Resources, departed the Company on that date. Effective April 24, 2003, Mark D. Shapiro, Senior Vice President and Chief Financial Officer, and Neal J. Rider, Executive Vice President Business and Operations Development, departed the Company. 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 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 24, 2003. 99.2 -- Press release dated April 25, 2003. ITEM 9. REGULATION FD DISCLOSURE. On each of April 24, 2003 and April 25, 2003, the Company issued a press release announcing the matters referenced in Item 5 hereof. Copies of such press releases are furnished as exhibits 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 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 25, 2003 By: /s/ Peter S. Willmott --------------------------------- Peter S. Willmott Interim Chief Executive Officer and President INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99.1 -- Press release dated April 24, 2003. 99.2 -- Press release dated April 25, 2003.
EX-99.1 3 d05219exv99w1.txt PRESS RELEASE DATED APRIL 24, 2003 EXHIBIT 99.1 FLEMING PROMOTES BILL MAY TO PRESIDENT AND CEO OF WHOLESALE DISTRIBUTION DALLAS, APRIL 24/PRNewswire-FirstCall/-- Fleming Companies Inc., today announced that Bill May has been promoted to President and Chief Executive Officer of Wholesale Distribution, with broader responsibility supporting Fleming's grocery wholesale distribution business. In January, May was named Executive Vice President and President, Wholesale, leading operations for Fleming's grocery wholesale group. In his expanded role, May also leads the Fleming teams that manage logistics, merchandising and procurement, information technology, services for the IGA and Piggly Wiggly segments, and marketing strategies for grocery wholesale. "This promotion for Bill will enable us to have our grocery distribution business grouped under the capable leadership of a single executive and his team, focused on serving independent supermarkets and our other retail customers, while our other branch concentrates on our convenience business" said Pete Willmott, Interim President and Chief Executive Officer for Fleming Companies. Under this new structure, Mike Walsh continues to serve as President and Chief Executive Officer of Convenience Distribution. Both Walsh and May will report directly to Pete Willmott. Fleming also announced today that Rob Allen, who serves as Interim Chief Operating Officer for Fleming, is retiring April 25, 2003. The Interim COO position is not expected to be refilled following Allen's retirement and May's promotion. "In the short time I have known Rob, I have quickly learned to respect him as a business leader and a person," said Mr. Willmott, "Rob was integral to the integration of the convenience business and we thank him for his contributions to the company and wish him the best." 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 bout Fleming, visit our Web site at www.fleming.com. 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 d05219exv99w2.txt PRESS RELEASE DATED APRIL 25, 2003 EXHIBIT 99.2 FLEMING APPOINTS LEADING RESTRUCTURING EXPERTS FOR KEY FINANCIAL POSITIONS Rebecca Roof and Michael Scott Retained as Chief Financial Officer And Treasurer, Respectively DALLAS, April 25 /PRNewswire-FirstCall/ -- Fleming Companies, Inc. announced today that it has engaged two highly experienced restructuring experts to help lead its chapter 11 reorganization process forward in key financial management positions. Becky Roof will serve as Interim Chief Financial Officer and Mike Scott will become Interim Treasurer, effective immediately. Roof and Scott are Principals of AlixPartners, LLC, an International leader in corporate restructuring and turnaround services. Fleming has retained AP Services, LLC, an affiliate of AlixPartners, LLC, to assist in the company's current reorganization. As is customary for AlixPartners, Roof and Scott will remain as Principals at the firm while they focus on their duties at Fleming, and will be able to draw upon the resources of AlixPartners as necessary. In their new interim roles at Fleming, Roof and Scott will report directly to Peter Willmott, Fleming's Interim President and Chief Executive Officer. Willmott said, "We have been reviewing Fleming's business and reorganization requirements, with attention to improved customer and vendor services, operational efficiency and greater financial flexibility. The Company has determined that Fleming's reorganization process requires experienced business turnaround professionals in Fleming's top financial management positions to carry the process forward to successful completion. "Becky and Mike have substantial experience in reorganizations and turnarounds and will therefore play an integral role in Fleming's restructuring. We are excited to have them join the leadership team as we take the necessary actions to position the company to be a strong, long-term competitor." Roof has over 23 years of corporate and consulting experience dealing primarily with turnaround engagements. Her prior experience includes serving as CFO for United Companies Financial Corporation and for APS Holding Corporation, a distribution company. Prior to joining AlixPartners, Root was a director for PricewaterhouseCoopers and previously served with Ernst & Young LLP. Scott has worked extensively with companies and lending groups to recapitalize companies through the bankruptcy process. Formerly a partner in the Business Recovery Group of PricewaterhouseCoopers, Scott gained experience at AlixPartners working on a wide variety of clients both in and out of bankruptcy. Scott has recently been involved in restructurings including Pillowtex, Inc., Sun Healthcare Group, and LJM2. 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 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 courts website, at www.deb.uscourts.gov. About AlixPartners AlixPartners, LLC, a Delaware limited liability company is the industry standard in solving complex challenges, creating value and restoring corporate performance. It provides services in performance improvement, turnaround and restructuring, financial advisory and information technology. To learn more about AlixPartners, visit. www.alixpartners.com. 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 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 Chapter 11 News Page 2 of 2 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. 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. FLEMING CONTACT: Shane Boyd 972.906.2125 ALIXPARTNERS CONTACT: Debra Kuptz 248.262.8470 SOURCE Fleming -----END PRIVACY-ENHANCED MESSAGE-----