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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 9, 2001
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 of (Commission File Number) (I.R.S. Employer
Incorporation) Identification No.)
1945 Lakepointe Drive, Lewisville, Texas 75057
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(Address of Principal Executive Offices) (Zip Code)
(972) 906-8000
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(Registrant's telephone number, including area code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On March 9, 2001, the registrant entered into a purchase agreement for the
issuance and sale of $130,000,000 aggregate principal amount ($150,000,000 if
the initial purchasers exercise in full their purchase option) of its 5.25%
Convertible Senior Subordinated Notes due 2009 through a private placement to
qualified institutional buyers pursuant to Rule 144A and in offshore
transactions pursuant to Regulation S under the Securities Act of 1933, as
amended. On March 9, 2001, the registrant also entered into a purchase agreement
for the issuance and sale of $355,000,000 aggregate principal amount of its
101/8% Senior Notes due 2008 through a private placement to qualified
institutional buyers pursuant to Rule 144A and in offshore transactions pursuant
to Regulation S under the Securities Act of 1933, as amended. The registrant
expects to close both of the transactions on or about March 15, 2001. For
additional information concerning these securities, refer to the exhibits
contained in this Current Report on Form 8-K.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
The following exhibits are filed as part of this Report:
No. Exhibit
99.1 Press Release dated March 9, 2001 regarding Convertible
Senior Subordinated Notes Offering.
99.2 Press Release dated March 9, 2001 regarding Senior Notes
Offering.
99.3 Press Release dated February 22, 2001 regarding offerings.
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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.
By: /s/ Neal J. Rider
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Neal J. Rider
Executive Vice President and
Chief Financial Officer
Date: March 12, 2001
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release dated March 9, 2001 regarding Convertible Senior
Subordinated Notes Offering.
99.2 Press Release dated March 9, 2001 regarding Senior Notes Offering.
99.3 Press Release dated February 22, 2001 regarding offerings.
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