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                                                                    EXHIBIT 99.3

FLEMING OFFERS $300 MILLION OF SENIOR NOTES AND $100 MILLION OF SENIOR
SUBORDINATED CONVERTIBLE NOTES

DALLAS--(BUSINESS WIRE)--Feb. 22, 2001--Fleming (NYSE: FLM) today announced that
it intends to offer $300 million of senior notes due 2008 and $100 million of
senior subordinated convertible notes due 2009 (plus an option granted to the
initial purchasers to purchase an additional $15 million of the convertible
notes).

The senior notes and the senior subordinated convertible notes will be
guaranteed by all of Fleming's current and future wholly owned subsidiaries. The
net proceeds from this private placement will be used to redeem all of Fleming's
outstanding $300 million 10.625% senior notes due 2001 and to repay amounts
outstanding under its revolving credit facility.

These notes will be offered to qualified institutional buyers under Rule 144A
and to persons outside the United States under Regulation S. The notes will not
be registered under the Securities Act of 1933, as amended, and unless so
registered, may not be offered or sold in the United States except pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state securities laws. This
press release shall not constitute an offer to sell, or the solicitation of an
offer to buy, nor shall there be any sale of the notes in any state in which
such offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.

Fleming is an industry leader in the distribution of consumable goods and also
has a growing presence in operating price impact supermarkets. Through our
distribution group, we distribute products to customers that operate
approximately 3,000 supermarkets, 3000 convenience stores and nearly 1,000
supercenters, discount stores, limited assortment stores, drug stores, specialty
stores and other stores across the United States.

Any statements in this press release that are not historical facts are
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements are subject
to risks and uncertainties, which could cause actual results to differ from
those contained in the forward-looking statements. For a description of
important factors which could cause actual results to differ from those
contained in the forward-looking statements, see the reports and documents
Fleming files from time to time with the Securities and Exchange Commission.
Fleming is under no obligation (and expressly disclaims any such obligation) to
update or alter its forward-looking statements, whether as a result of new
information, future events or otherwise.