8-K

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                                  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): June 13, 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

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ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.

         On June 13, 2003, Fleming Companies, Inc. (the "Company") issued a
press release announcing key strategic initiatives with respect to the Company,
including initiatives for its core grocery wholesale business and its separate
Core-Mark subsidiary. The Company announced that it will continue its
operational improvement initiatives in both its core grocery wholesale business
and its separate Core-Mark subsidiary while also exploring strategic sale
opportunities in response to inquiries from potential buyers. The Company also
announced that the Company has decided to discontinue operations at and close
the following three grocery wholesale divisions: Geneva, Alabama; Lafayette,
Louisiana; and Superior, Wisconsin. The selected divisions are scheduled to
discontinue operations by the end of July 2003.

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
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 June 13, 2003.

ITEM 9. REGULATION FD DISCLOSURE.

         On June 13, 2003, the Company issued a press release announcing the
matters referenced in Item 5 hereof. A copy of such press releases 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 is 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:  June 13, 2003                  By: /s/ EDWARD J. STENGER
                                          --------------------------------------
                                          Edward J. Stenger
                                          Chief Restructuring Officer





                                INDEX TO EXHIBITS



EXHIBIT
NUMBER                    DESCRIPTION
- -------                   -----------
                       
99.1                --    Press release dated June 13, 2003.

EX-99.1

                                                                   EXHIBIT 99.1


FLEMING ANNOUNCES KEY STRATEGIC INITIATIVES


DALLAS, June 13 /PRNewswire-FirstCall/ -- Fleming Companies, Inc. today
announced key strategic initiatives to maximize the value of the company.
Fleming will continue its operational improvement initiatives in its core
grocery wholesale and separate Core-Mark convenience subsidiary, while
simultaneously exploring strategic sale opportunities in response to a number of
inquiries from potential buyers.

Grocery Wholesale Operations

With regard to Fleming's grocery wholesale business, the company will focus on
restoring service levels to historic standards. The company will continue to
work with its vendors to make additional progress in terms of restoring trade
support. To further concentrate resources on restoring high levels of customer
service at core divisions, the company will rationalize its grocery wholesale
business by focusing on its most profitable units and closing selected
facilities, where appropriate.

Substantial progress has been achieved with vendors that is enhancing, and
should continue to improve, Fleming's ability to increase customer service
levels. At this point, Fleming has approximately $200 million of negotiated
vendor credit lines, which is expected to help further bolster operations.

Additionally, in response to interest from potential financial and strategic
buyers, Fleming is exploring the possible sale of its grocery wholesale
business.

Fleming also announced today that, upon completion of a detailed analysis and in
keeping with the company's commitment to focus resources on core distribution
assets, the company has decided to discontinue operations at three grocery
wholesale divisions. Fleming is closing its grocery wholesale divisions in
Geneva, Alabama; Lafayette, Louisiana; and Superior, Wisconsin.

The selected divisions are scheduled to discontinue operations by the end of
July 2003. The company is committed to assisting the affected retail customers
in their successful transfer to new suppliers, as practicable. The company
expects to immediately begin transferring inventory from the closing divisions
to other Fleming wholesale distribution facilities.

The Core-Mark convenience subsidiary is not affected by these closure actions.

Core-Mark Convenience Subsidiary

The company will continue the positive operational progress made at its San
Francisco-based Core-Mark subsidiary, which operates as a separate business and
legal entity. Management is pleased with Core-Mark's results and its
stabilization efforts to date. The company expects these efforts to be
substantially complete in the near future, at which time service levels and
other aspects of customer support are anticipated to be at historic levels.
Core-Mark has maintained positive EBITDA and cash flow since the Chapter 11
filing.

In addition, Fleming has received multiple expressions of interest from
potential financial and strategic buyers of Core-Mark and is currently assessing
these alternatives.

Pete Willmott, Interim President and Chief Executive Officer, said, "Over the
next weeks and months, we will further focus resources on our grocery wholesale
divisions to continue improvement in service levels for our customers. We will
also maintain our support of the Core-Mark convenience subsidiary.
Simultaneously, we will explore inquiries from possible financial and strategic
buyers of our grocery wholesale business and Core-Mark subsidiary."

About Fleming

Fleming (OTC Pink Sheets: FLMIQ) is a 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 .

Fleming 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.
Fleming's court filings are available via the court's website, at
www.deb.uscourts.gov .




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 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.

CONTACT: SHANE BOYD 972.906.2125

SOURCE Fleming