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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 15, 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 Identification No.)
Incorporation)
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 15, 2001, the registrant announced that it sold $355 million of its
10 1/8% Senior Notes due 2008 and $150 million 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. The registrant
originally offered $130 million principal amount of the Convertible Senior
Subordinated Notes with an option to purchase up to $20 million aggregate
principal amount of additional Notes. The initial purchasers of the Notes
subsequently exercised in full their purchase option, bringing the total amount
sold to $150 million. For additional information concerning these securities,
refer to the exhibit 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
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99.1 Press Release dated March 15, 2001 regarding the Senior Notes
and Convertible Senior Subordinated Notes 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/ Carlos M. Hernandez
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Carlos M. Hernandez
Senior Vice President, General
Counsel and Secretary
Date: March 16, 2001
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INDEX TO EXHIBIT
No. Exhibit
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99.1 Press Release dated March 15, 2001 regarding the Senior Notes and
Convertible Senior Subordinated Notes Offerings.