UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): March 26, 2004
FLEMING COMPANIES, INC.
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(Exact Name of Registrant as Specified in Charter)
Oklahoma 1-8140 48-0222760
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1945 Lakepointe Drive, Lewisville, Texas 75057
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(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 March 26, 2004, Fleming Companies, Inc. and certain of its
subsidiaries (collectively, the "Company") and the Official Committee of
Unsecured Creditors' in the Company's voluntary petitions for reorganization
under Chapter 11 of Title 11 of the United States Code (Case No. 03-10945)
(Jointly Administered) filed their second amended joint plan of reorganization
(the "Second Amended Plan") and related disclosure statement for the Second
Amended Plan (the "Second Amended Disclosure Statement") with the United States
Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). A
hearing has been scheduled on April 5, 2004 at which the Company intends to ask
the Bankruptcy Court to approve the Second Amended Disclosure Statement and to
allow the Company to solicit its creditors and seek confirmation of the Second
Amended Plan. Copies of the Second Amended Plan and the Second Amended
Disclosure Statement are attached hereto as Exhibit 99.1 and Exhibit 99.2,
respectively.
Bankruptcy law does not permit the solicitation of acceptances of the
Second Amended Plan until the Bankruptcy Court approves the Second Amended
Disclosure Statement relating to the Second Amended Plan as providing adequate
information of a kind, and in sufficient detail, as far as is reasonably
practicable in light of the nature and history of the debtor and the condition
of the debtor's books and records, that would enable a hypothetical reasonable
investor typical of the holder of claims or interests of the relevant class to
make an informed judgment about the Second Amended Plan. Accordingly, this
announcement is not intended to be, nor should it be construed as, a
solicitation for a vote on the Second Amended Plan. The Company will emerge from
Chapter 11 if and when the Second Amended Plan receives the requisite
stakeholder approval, is confirmed by the Bankruptcy Court and the conditions
precedent to Second Amended Plan effectiveness, as described in the Second
Amended Plan, are satisfied or waived.
The Second Amended Plan and the Second Amended Disclosure Statement,
together with certain exhibits and related court filings, are available at
http://www.bmccorp.net/fleming.
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 Second Amended Joint Plan of Reorganization of Fleming
Companies, Inc. and its Filing Subsidiaries dated March 26,
2004.
2
99.2 Second Amended Disclosure Statement in Support of Second
Amended Joint Plan of Reorganization of Fleming Companies,
Inc. and its Filing Subsidiaries dated March 26, 2004.
3
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: March 29, 2004 By: /s/ Rebecca A. Roof
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Rebecca A. Roof
Interim Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Second Amended Joint Plan of Reorganization of Fleming
Companies, Inc. and its Filing Subsidiaries dated March 26,
2004.
99.2 Second Amended Disclosure Statement in Support of Second
Amended Joint Plan of Reorganization of Fleming Companies,
Inc. and its Filing Subsidiaries dated March 26, 2004.