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): July 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.)
15150 Preston Road, Dallas, Texas 75248
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(Address of Principal Executive Offices) (Zip code)
Registrant's telephone number, including area code: (972) 720-2000
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
CONFIRMATION OF THE PLAN
On April 1, 2003, Fleming Companies, Inc., an Oklahoma corporation (the
"Company"), and its direct and indirect United States 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"). All of the cases involving the
Debtors are being jointly administered for procedural purposes before the
Bankruptcy Court under case number 03-10945 (MFW).
On July 26, 2004, the Bankruptcy Court confirmed the Debtors' and
Official Committee of Unsecured Creditors' Third Amended and Revised Joint Plan
of Reorganization (the "Plan"). A copy of the order confirming the Plan (the
"Confirmation Order") is attached hereto as Exhibit 2.1 and is incorporated
herein by reference. Although the Bankruptcy Court entered the Confirmation
Order on July 27, 2004, the Plan is not yet effective. The Plan and the
Confirmation Order contain certain conditions precedent to the occurrence of the
Effective Date of the Plan, unless waived pursuant to the Plan. The Company
anticipates that the Effective Date of the Plan will be in mid-August.
SUMMARY OF THE PLAN
The following is a summary of the material features of the Plan, a copy
of which is set forth as Exhibit 2.2 hereto and incorporated by reference. A
more complete description of the Plan is set forth in the Third Amended and
Revised Disclosure Statement, dated May 25, 2004 (the "Disclosure Statement"), a
copy of which is attached hereto as Exhibit 99.1 and incorporated herein by
reference. Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Plan.
The Plan provides for the reorganization of the Debtors centered around
the Fleming convenience store distribution operations through the formation of a
new Delaware corporation, Core-Mark Holding Company, Inc. ("Core-Mark").
Additionally, the Debtors' 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 and liabilities,
pursuing causes of action and reconciling and paying claims, or a Reclamation
Creditors' Trust, which will have similar responsibilities and rights with
respect to reclamation creditors.
Except to the extent otherwise provided in the Plan, all notes,
instruments, certificates, and other documents evidencing (i) the Company's
10 1/8% Senior Notes due 2008, (ii) the Company's 9 1/4% Senior Notes due 2010,
(iii) the Company's 10 5/8% Senior Subordinated Notes due 2007, (iv) the
Company's 9 7/8% Senior Subordinated Notes due 2012, (v) the Company's 5 1/4%
Convertible Senior Subordinated Notes due 2009 and (vi) equity interests in the
Debtors, including, but not limited to, all issued, unissued, authorized or
outstanding shares or stock, together with any warrants, options or contract
rights to purchase or acquire such interests at any
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time have been canceled, and the obligations of the Debtors thereunder or in any
way related thereto have been discharged.
Pursuant to the terms of the Plan, approximately ten million
(10,000,000) shares of Core Mark's common stock, par value $0.01 per share
(the "Common Stock"), will be distributed on and after the Effective Date.
Unsecured creditors of the Debtors, including holders of General Unsecured
Claims, other than Convenience Claims, and Senior Subordinated Note Claims,
will receive the majority of the issued shares of Common Stock, and certain
members of the management of Core-Mark will receive, in the form of restricted
stock and restricted stock units, two percent (2%) of the total number of
shares of Common Stock issued under the Plan. Core-Mark will also be issuing
warrants exercisable for shares of Common Stock to holders of Senior
Subordinated Note Claims and to Sankaty Advisors, LLC, who will be providing $70
million in financing to Core-Mark upon the Effective Date of the Plan.
Additionally, pursuant to a management incentive plan, shares of Common Stock
equal, on a fully-diluted basis, to nine percent (9%) of the aggregate number of
shares of Common Stock issued pursuant to the Plan will be reserved for issuance
to employees of Core-Mark in the form of options after the Effective Date. No
shares of preferred stock will be distributed pursuant to the terms of the Plan.
Holders of allowed administrative claims, claims derived from the
Company's secured super priority debtor-in-possession credit agreement and
priority tax claims are being paid in full in cash pursuant to the terms of the
Plan. The legal, equitable and contractual rights of the holders of other
priority claims and other secured claims are unaltered by the Plan.
The holders of equity interests in the Debtors, including, but not
limited to, the holders of the Company's common stock, will receive no
distribution under the Plan.
INFORMATION AS TO ASSETS AND LIABILITIES
An analysis of the assets and liabilities of the Debtors is contained
in the Disclosure Statement which 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
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(c) Exhibits.
2.1 Order Confirming the Third Amended and Revised Joint Plan of
Reorganization of Fleming Companies, Inc. and its Filing
Subsidiaries dated July 26, 2004.
2.2 Debtor's and Official Committee of Unsecured Creditors' Third
Amended and Revised Joint Plan of Reorganization of Fleming
Companies, Inc. and its Filing Subsidiaries dated July 20,
2004.
99.1 Third Amended and Revised Disclosure Statement in Support of
Debtor's and Official Committee of Unsecured Creditors' Third
Amended Joint Plan of Reorganization of Fleming Companies,
Inc. and its Filing Subsidiaries dated May 25, 2004.
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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: August 6, 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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2.1 Order Confirming the Third Amended and Revised Joint
Plan of Reorganization of Fleming Companies, Inc. and
its Filing Subsidiaries dated July 26, 2004.
2.2 Debtor's and Official Committee of Unsecured
Creditors' Third Amended and Revised Joint Plan of
Reorganization of Fleming Companies, Inc. and its
Filing Subsidiaries dated July 20, 2004.
99.1 Third Amended and Revised Disclosure Statement in
Support of Debtor's and Official Committee of
Unsecured Creditors' Third Amended Joint Plan of
Reorganization of Fleming Companies, Inc. and its
Filing Subsidiaries dated May 25, 2004.