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): June 18, 2002
CORE-MARK INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 333-14217 91-1295550
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
395 Oyster Point Boulevard, Suite 415, South San Francisco, CA 94080
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(Address of Principal Executive Offices) (Zip Code)
(650) 589-9445
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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)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On June 18, 2002, Fleming Companies, Inc. ("Fleming"), through its wholly-owned
subsidiary Platform Corporation ("Platform") completed its acquisition of 100%
of the outstanding equity interests of Core-Mark International, Inc. (the
"Company") for $295,000,000 in cash (less transaction fees) and the assumption
of the Company's debt. The acquisition caused a change of control of the Company
from Jupiter Partners, L.P. to Fleming. The acquisition occurred pursuant to the
terms of an Agreement and Plan of Merger dated April 23, 2002 (the "Merger
Agreement") by and among Fleming, Platform, the Company and the stockholders of
the Company, following the satisfaction or waiver of various customary closing
conditions including satisfaction of requirements under domestic and foreign
antitrust regulatory schemes and the receipt of certain third-party consents.
Pursuant to the Merger Agreement, $15,000,000 of the stockholder's proceeds were
put into escrow to satisfy any indemnification claims that may be brought by
Fleming and $10,655,607 of the proceeds were used to cash-out the optionholders.
The acquisition was funded out of the proceeds from the sale of debt and equity
by Fleming and out of the funds drawn from Fleming's credit facility. The
amount of consideration paid to the stockholders and the optionholders in
exchange for the Company's stock and options was the product of arm's length
negotiations between the parties.
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ITEM 9. REGULATION FD DISCLOSURE.
(a) On June 18, 2002, Fleming issued a press release relating to the
completion of the merger. The full text of the press release is attached hereto
as Exhibit 99.1 and is incorporated into this item of this report as if fully
set forth herein.
(b) Exhibits.
Number
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99.1 Press Release dated June 18, 2002 announcing the completion of
the merger.
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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.
CORE-MARK INTERNATIONAL, INC.
By: /S/ LEO F. KORMAN
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Leo F. Korman
Senior Vice President and
Chief Financial Officer
Date: June 18, 2002
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EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release dated June 18, 2002 regarding completion of the merger.
</Table>