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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): April 1, 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 3. BANKRUPTCY OR RECEIVERSHIP.
On April 1, 2003, Fleming Companies, Inc. (the "Company") and its
direct and indirect United States operating subsidiaries (the Company and such
subsidiaries collectively referred to herein as the "Debtors") filed voluntary
petitions for relief under Chapter 11 of Title 11 of the United States Code (the
"Bankruptcy Code") in the United States Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court") (Case No. 03-10944) (the "Bankruptcy
Proceeding"). The Debtors remain in possession of their assets and properties,
and continue to operate their businesses and manage their properties as
"debtors-in-possession" pursuant to Sections 1107(a) and 1108 of the Bankruptcy
Code.
In connection with the commencement of the Bankruptcy Proceeding, the
Company did not make the April 1, 2003 semiannual interest payment due on its
10-1/8% senior notes due 2008.
ITEM 5. OTHER INFORMATION.
As previously announced, on March 3, 2003 the Company's former chief
executive officer, Mark S. Hansen, resigned as an officer and a director of the
Company. In addition, the Company's former vice president and president,
wholesale, E. Stephen Davis, who had previously announced his retirement from
the Company, submitted his resignation effective March 27, 2003. Further, Philip
B. Murphy, the Company's former senior vice president, procurement, and Timothy
R. LaBeau, the Company's senior vice president, operations, submitted their
resignations effective March 21 and March 24, 2003, respectively.
As previously announced, on March 3, 2003 the Company named Peter
S. Willmott as its interim chief executive officer and president to replace Mr.
Hansen, appointed Archie R. Dykes as the Company's non-executive chairman of the
board, and named Robert A. Allen to the new position of chief operating officer
of the Company. Further, on March 15, 2003, the Company named Edward C. Joullian
III to its board of directors.
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 be furnished pursuant to Item 9 hereof and shall not be deemed
"filed" under the Securities Exchange Act of 1934.
(c) EXHIBITS
EXHIBIT NUMBER DESCRIPTION
99.1 -- Press release dated April 1, 2003.
ITEM 9. REGULATION FD DISCLOSURE.
On April 1, 2003, the Company issued a press release announcing the
matters referenced in Item 3 hereof. A copy of such press release is included 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 be furnished pursuant to this Item 9 and shall not be
deemed "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 1, 2003 By: /s/ Mark D. Shapiro
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Mark D. Shapiro
Senior Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
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99.1 -- Press release dated April 1, 2003.