.
.
.
(FLEMING LOGO)
NEWS RELEASE
<Table>
FOR IMMEDIATE RELEASE FLEMING CONTACT: Rebecca A. Roof Fleming Companies, Inc.
Chief Financial Officer 1945 Lakepointe Drive
972-906-8000 P.O. Box 299013
Lewisville, Texas 75029
telephone 972.906.8000
facsimile 972.906.2402
www.fleming.com
</Table>
FLEMING COMPANIES, INC. RECEIVES APPROVAL FOR DISCLOSURE STATEMENT
Confirmation Hearing Scheduled for July 26, 2004
DALLAS, TEXAS - MAY 25, 2004 - During a hearing held today in the US Bankruptcy
Court in Delaware, Fleming Companies, Inc. ("Fleming") received approval of its
Disclosure Statement and Solicitation Procedures to vote on its pending Third
Amended Plan of Reorganization filed jointly by Fleming and its Unsecured
Creditors' Committee (the "Plan"). Fleming expects that ballots for all parties
entitled to vote on the Plan will be mailed by June 4. The Bankruptcy Court has
scheduled a confirmation hearing on July 26 to confirm Fleming's Plan in
anticipation of approval of the Plan by Fleming's creditors.
The Plan provides for the reorganization of the Debtors centered around
the Fleming convenience store distribution operations through the formation of a
new entity, Core-Mark Newco. Reorganization financing commitments for Core-Mark
Newco have been received from GE Commercial Finance and Sankaty Advisors, LLC.
Additionally, Fleming's remaining assets and liabilities not related to the
convenience operations will be transferred to either a Post-Confirmation Trust,
which will have the responsibility for liquidating such assets, pursuing causes
of action and reconciling and paying claims, or a Reclamation Creditors' Trust,
which will have certain responsibilities and rights with respect to reclamation
creditors.
Also at today's hearing, the Court extended the period during which the
Debtors have the exclusive right to file a plan of reorganization to at least
August 15, 2004 and the exclusive right to solicit votes on the Chapter 11 Plan
to at least October 15, 2004.
Archie Dykes, Chief Executive Officer of Fleming, said "The approval of
Fleming's Disclosure Statement is another important milestone in our efforts. We
believe that this plan of reorganization will provide the best recovery to
Fleming's creditors and are pleased that both the Unsecured Creditors' Committee
and the Official Committee of Reclamation Creditors have recommended that their
respective constituents vote in favor of the Plan." Mike Walsh, Chief Executive
Officer of Core-Mark, said "We appreciate the continued support of Core-Mark's
customers and vendors while we have worked through this difficult situation. We
look forward to emergence from Chapter 11 with a solid foundation including a
strong management team, committed financing to drive the business, and a fully
integrated network of twenty-two distribution centers across the U.S. and Canada
to efficiently service our customers."
ABOUT FLEMING
Fleming and its operating subsidiaries filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code on April 1, 2003.
The filings were made in the U.S. Bankruptcy Court in Wilmington, Delaware.
Fleming's court filings are available via the court's website, at
www.deb.uscourts.gov. The Disclosure Statement and Third Amended Plan of
Reorganization are also available at www.bmccorp.net.
ABOUT CORE-MARK
Core-Mark is a leading distributor of consumer packaged goods and store
supplies to the convenience retail industry. Core-Mark provides distribution and
logistics services as well as value-added programs to over 19,500 customer
locations across 38 states and five Canadian provinces. Core-Mark services a
variety of store formats including traditional convenience retailers, mass
merchandisers, drug, liquor and specialty stores, and other stores that carry
consumer packaged goods. Headquartered in San Francisco, California, Core-Mark
is currently a subsidiary of Fleming Companies, Inc.
FORWARD-LOOKING STATEMENT
This document contains forward-looking statements regarding future
events, including statements regarding value maximization, the expected timing
for court hearings, and the implementation of agreements reached. These
forward-looking statements are subject to a number of factors that could cause
actual results to differ materially from those stated in this release, including
without limitation: the ability of the Company to confirm and consummate a
Plan of Reorganization on the terms and assumptions expected; the ability of the
company to continue as a going concern; the ability of the company to operate
pursuant to the terms of the DIP facility; court approval of the company's
motions; risks associated with third parties seeking and obtaining court
approval to terminate or shorten the exclusivity period for the company to
propose and confirm one or more plans of reorganization, for the appointment of
a Chapter 11 trustee or to convert the cases to Chapter 7 cases; the ability of
the company to obtain or maintain trade credit, and shipments and terms with
vendors and service providers for current orders; the company's ability to
maintain contracts that are critical to its operations; potential adverse
developments with respect to the company's liquidity or results of operations;
the ability to fund and execute its business plan; the ability to attract,
retain and compensate key executives and associates; the ability of the company
to attract and retain customers; and changes in general economic conditions. The
forward-looking statements speak only as of the date made and Fleming undertakes
no obligation to update forward-looking statements to reflect developments or
information obtained after the date of this release.
###