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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 17, 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 8, 2003, Fleming Companies, Inc. (the "Company") issued a press
release announcing that it has entered into an asset purchase agreement with C&S
Wholesale Grocers, Inc. ("C&S") regarding the sale of the Company's wholesale
grocery operations and assets to C&S, other than accounts receivable and certain
other excluded assets. The estimated purchase price is expected to be
approximately $400 million. There is no material relationship between the
Company or any of its affiliates, directors or officers and C&S.
The consummation of the transaction is subject to certain conditions,
including Bankruptcy Court approval and C&S obtaining financing and
satisfactorily completing its due diligence. The Company's Core-Mark convenience
business is not included in the sale.
The Company has filed a motion to establish the procedures for the
proposed sale with the Bankruptcy Court, which motion seeks approval of the sale
process at the Bankruptcy Court hearing scheduled for July 17, 2003. In
addition, the sale procedures include the process for other bidders to submit
offers to purchase all or part of the Company's grocery wholesale business,
which would be due by July 28, with an auction to follow on July 31, 2003. The
final sale hearing is expected to be held on August 4, 2003.
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
Effective as of June 17, 2003, Mike Walsh resigned as Executive Vice
President, CEO and President, Convenience Distribution and effective as of June
26, 2003, Todd Stevens resigned as Senior Vice President, Convenience Operations
of the Company; however, each of Mr. Walsh and Mr. Stevens continues to be
employed as an officer for the Company's Core-Mark convenience business.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Pursuant to the rules and regulations of the Securities and Exchange
Commission, the press release dated July 8, 2003, referenced as Exhibit 99.1
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
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10.1 -- Asset Purchase Agreement, dated as of July 7, 2003, among C&S Acquisition LLC,
C&S Wholesale Grocers, Inc., Fleming Companies, Inc. and the other entities
identified therein.
99.1 -- Press release dated July 8, 2003.
ITEM 9. REGULATION FD DISCLOSURE.
On July 8, 2003, the Company issued a press release announcing the
matters referenced in Item 2 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: July 10, 2003 By: /s/ REBECCA A. ROOF
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Rebecca A. Roof
Interim Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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10.1 -- Asset Purchase Agreement, dated as of July 7, 2003, among C&S
Acquisition LLC, C&S Wholesale Grocers, Inc., Fleming Companies,
Inc. and the other entities identified therein.
99.1 -- Press release dated July 8, 2003.