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
June 16, 1997
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 juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification)
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 5. Other events.
On June 16, 1997 the company announced that its Board of Directors approved a
$1.35 billion recapitalization program for the company. This comprehensive
program consists of an $850 million Senior Secured Credit Facility, with bank
credit commitments of up to 7 years, and $500 million of privately placed
Senior Subordinated Notes, with maturities of up to 10 years. Proceeds from
the recapitalization program will be used to repay all outstanding bank debt
and retire the company's floating rate Senior Notes due 2001.
The $850 million Senior Secured Credit Facility is comprised of a $600 million
revolving credit facility which matures in 6 years, and a $250 million
amortizing term loan which has a final maturity of 7 years. The new bank
credit facility will be led by The Chase Manhattan Bank as administrative
agent. Bank of America NT&SA has been named syndication agent and Societe
Generale has been named documentation agent. The new bank credit facility will
replace the company's credit agreement which was implemented in July 1994 to
finance the Scrivner acquisition.
The Senior Subordinated Notes will be junior to the company's outstanding
secured and unsecured long-term debt. The Senior Subordinated Notes are
expected to be issued in two tranches; the longest maturity may be up to 10
years.
The full text of the company's press release is included as exhibit 99.
Item 7. Financial statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
(3) Articles of incorporation and by-laws
Filed herewith is a copy of the company's bylaws as amended 4/30/97.
(99) Additional exhibits
Full text of the company's June 16, 1997 press release.
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.
KEVIN J. TWOMEY
Kevin J. Twomey
Vice President - Controller
Date: June 16, 1997
INDEX TO EXHIBITS
Exhibit Method of Filing
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3 Company's Bylaws as amended 4/30/97 Filed herewith electronically
99 Company's June 16, 1997 press release Filed herewith electronically