-----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, KEp+XJbXUsl/2H6up9RPALDVx1r3ZF0z56v3Y0ajqBDroNO0VUgNGZH0pk3R4FsO qgmADaNpJT9IA6Pa1xYuew== 0000950134-04-008179.txt : 20040527 0000950134-04-008179.hdr.sgml : 20040527 20040527165144 ACCESSION NUMBER: 0000950134-04-008179 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040525 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040527 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: 04835596 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 d15836e8vk.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 25, 2004 FLEMING COMPANIES, INC. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Oklahoma 1-8140 48-0222760 - ---------------------------- ------------ ------------------ (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 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 EVENTS AND REGULATION FD DISCLOSURE. On May 25, 2004, Fleming Companies, Inc. issued a press release announcing that it had received approval of its Disclosure Statement and Solicitation Procedures during a hearing held on May 25, 2004 in the United States Bankruptcy Court for the District of Delaware. The press release is attached as Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial statements of businesses acquired. Not applicable (b) Pro forma financial information. Not applicable (c) Exhibits. 99.1 Press Release dated May 25, 2004. 2 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: May 27, 2004 By: /s/ Rebecca A. Roof ---------------------------------------- Rebecca A. Roof Interim Chief Financial Officer 3 EXHIBIT INDEX
Exhibit Number Description - -------------- ---------------------------------------------------------------- 99.1 Press Release dated May 25, 2004.
EX-99.1 2 d15836exv99w1.txt PRESS RELEASE . . . (FLEMING LOGO) NEWS RELEASE FOR IMMEDIATE RELEASE FLEMING CONTACT: Rebecca A. Roof Fleming Companies, Inc. Chief Financial Officer 1945 Lakepointe Drive 972-906-8000 P.O. Box 299013 Lewisville, Texas 75029 telephone 972.906.8000 facsimile 972.906.2402 www.fleming.com
FLEMING COMPANIES, INC. RECEIVES APPROVAL FOR DISCLOSURE STATEMENT Confirmation Hearing Scheduled for July 26, 2004 DALLAS, TEXAS - MAY 25, 2004 - During a hearing held today in the US Bankruptcy Court in Delaware, Fleming Companies, Inc. ("Fleming") received approval of its Disclosure Statement and Solicitation Procedures to vote on its pending Third Amended Plan of Reorganization filed jointly by Fleming and its Unsecured Creditors' Committee (the "Plan"). Fleming expects that ballots for all parties entitled to vote on the Plan will be mailed by June 4. The Bankruptcy Court has scheduled a confirmation hearing on July 26 to confirm Fleming's Plan in anticipation of approval of the Plan by Fleming's creditors. The Plan provides for the reorganization of the Debtors centered around the Fleming convenience store distribution operations through the formation of a new entity, Core-Mark Newco. Reorganization financing commitments for Core-Mark Newco have been received from GE Commercial Finance and Sankaty Advisors, LLC. Additionally, Fleming's remaining assets and liabilities not related to the convenience operations will be transferred to either a Post-Confirmation Trust, which will have the responsibility for liquidating such assets, pursuing causes of action and reconciling and paying claims, or a Reclamation Creditors' Trust, which will have certain responsibilities and rights with respect to reclamation creditors. Also at today's hearing, the Court extended the period during which the Debtors have the exclusive right to file a plan of reorganization to at least August 15, 2004 and the exclusive right to solicit votes on the Chapter 11 Plan to at least October 15, 2004. Archie Dykes, Chief Executive Officer of Fleming, said "The approval of Fleming's Disclosure Statement is another important milestone in our efforts. We believe that this plan of reorganization will provide the best recovery to Fleming's creditors and are pleased that both the Unsecured Creditors' Committee and the Official Committee of Reclamation Creditors have recommended that their respective constituents vote in favor of the Plan." Mike Walsh, Chief Executive Officer of Core-Mark, said "We appreciate the continued support of Core-Mark's customers and vendors while we have worked through this difficult situation. We look forward to emergence from Chapter 11 with a solid foundation including a strong management team, committed financing to drive the business, and a fully integrated network of twenty-two distribution centers across the U.S. and Canada to efficiently service our customers." ABOUT FLEMING 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. The Disclosure Statement and Third Amended Plan of Reorganization are also available at www.bmccorp.net. ABOUT CORE-MARK Core-Mark is a leading distributor of consumer packaged goods and store supplies to the convenience retail industry. Core-Mark provides distribution and logistics services as well as value-added programs to over 19,500 customer locations across 38 states and five Canadian provinces. Core-Mark services a variety of store formats including traditional convenience retailers, mass merchandisers, drug, liquor and specialty stores, and other stores that carry consumer packaged goods. Headquartered in San Francisco, California, Core-Mark is currently a subsidiary of Fleming Companies, Inc. FORWARD-LOOKING STATEMENT This document contains forward-looking statements regarding future events, including statements regarding value maximization, the expected timing for court hearings, and the implementation of agreements reached. 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 confirm and consummate a Plan of Reorganization on the terms and assumptions expected; 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; 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 or maintain 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; and changes in general economic conditions. 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. ### -----END PRIVACY-ENHANCED MESSAGE-----