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
July 19, 1994
Date of Report
(Date of earliest event reported)
FLEMING COMPANIES, INC.
(Exact name of Registrant as specified in its charter)
OKLAHOMA 1-8140
48-0222760
(State or other jurisdiction (Commission File (IRS Employer
Identi-
of incorporation) Number) fication
Number)
6301 Waterford Boulevard, Box 26647
Oklahoma City, Oklahoma 73126
(Address of Principal Executive Offices)
(405) 840-7200
Registrant's telephone number,
including area code
Item 2. Acquisition or Disposition of Assets.
On July 19, 1994, the registrant acquired Haniel Corporation
("Haniel"), the parent of Scrivner, Inc. ("Scrivner"), from Franz
Haniel & Cie. GmbH ("Franz Haniel"), a corporation organized under
the laws of the Republic of Germany, pursuant to a Stock Purchase
Agreement between the registrant and Franz Haniel dated as of July
15, 1994.
Scrivner is the third largest food wholesaler and the 26th
largest food retailer in the United States serving approximately
2,900 supermarkets and 1,900 convenience stores in 28 states.
Scrivner also owns and operates 179 corporate retail stores, of
which 150 are supermarkets and 29 are convenience stores.
The acquisition adds the facilities and inventory of 21
distribution centers, with seven million square feet of storage,
plus two million square feet of outside storage, to Fleming's
existing network of 28 distribution centers. Scrivner's 150
supermarkets carry a full assortment of inventory and range in size
from 6,000 square feet to 95,000 square feet. Scrivner's
transportation fleet consists of 900 tractors and 1,500 trailers,
principally owned, which will be used to support wholesale and
retail food distribution operations.
Upon the acquisition, Fleming became the second largest food
marketing and distribution company in the country.
Fleming paid $388 million in cash for the stock of Haniel.
Fleming also agreed to refinance substantially all of Haniel's and
Scrivner's pre-existing debt (approximately $680 million), and to
refinance approximately $400 million of its own debt, during the 90
day period following the acquisition. Transaction expenses are
estimated at $40 million.
To finance the acquisition, the related refinancings and to
provide future working capital, Fleming entered into a new $2.2
billion credit facility with a group of banks led by Morgan
Guaranty Trust Company of New York, dated as of July 19, 1994 (the
"Credit Agreement"). The Credit Agreement consists of a $900
million five-year revolving credit facility, an $800 million
six-year amortizing term loan and a $500 million two-year term
loan. Concurrently with establishing the new Credit Agreement,
Fleming terminated its $400 million and $200 million credit
agreements.
To secure its obligations under the Credit Agreement, Fleming
pledged the stock of its subsidiaries, including Scrivner, and
substantially all of its inventory and accounts. A portion of the
collateral was also pledged for the equal and ratable benefit of
holders of debt issued under two prior Indentures. The collateral
will be released upon the earlier to occur of the repayment of the
debt or Fleming's senior unsecured debt returning to investment
grade as rated by Standard and Poor's and Moody's. The Credit
Agreement also contains various covenants and restrictions.
The incurrence of debt in connection with the acquisition and
the related downgrading of Fleming's senior unsecured debt rating
obligates the registrant to offer to repurchase approximately $97
million of outstanding medium-term notes.
The transaction was accomplished through arms-length
negotiations between the managements of the registrant and Franz
Haniel. There is no material relationship between Fleming and
Franz Haniel, or other respective affiliates, any director or
officer of the registrant, or any associate of any such director or
officer.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired:
Providing historical financial statements for the business
acquired is not practical at this time. The required information
will be filed under cover of a Form 8-K/A as soon as practicable,
but no later than September 30, 1994.
(b) Pro forma financial information:
The provision of pro forma financial information is not
practical at this time. The related pro forma information will be
filed by an amendment under the cover of a Form 8-K/A as soon as
practicable, but no later than September 30, 1994.
(c) Exhibits.
2.0 Stock Purchase Agreement, dated as of July 15, 1994, by and
between Fleming Companies, Inc. and Franz Haniel & Cie. GmbH
(containing a list briefly identifying the contents of all omitted
schedules at p. (iv))
2.1 Agreement to furnish supplementally a copy of any omitted
schedule to the Securities and Exchange Commission upon request
4.0 Credit Agreement, dated as of July 19, 1994, among Fleming
Companies, Inc., the Banks listed therein and Morgan Guaranty Trust
Company of New York, as Managing Agent
4.1 Pledge Agreement, dated as of July 19, 1994, among Fleming
Companies, Inc. and Morgan Guaranty Trust Company of New York, as
Collateral Agent
4.2 Security Agreement, dated as of July 19, 1994, between Fleming
Companies, Inc. in favor of Morgan Guaranty Trust Company of New
York, as Collateral Agent
4.3 Amendment No. 1 to Credit Agreement, dated as of July 21, 1994
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.
Date: August 1, 1994 FLEMING COMPANIES,
INC.
By: /s/ Donald N. Eyler
Donald N. Eyler, Senior Vice President/Controller
EXHIBIT INDEX
Paper (P) or
Exhibit Electronic (E)
- - -------- --------------
2.0 Stock Purchase Agreement E
2.1 Agreement to Furnish Omitted Schedules E
4.0 Credit Agreement E
4.1 Pledge Agreement E
4.2 Security Agreement E
4.3 Amendment No. 1 to Credit Agreement E