UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                  FILED PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported): April 24, 2002

                          Core-Mark International, Inc.
             (Exact name of registrant as specified in its charter)

                  Delaware             333-14217             91-1295550
       (State or other jurisdiction   (Commission File     (IRS Employer
                of incorporation)       Number)        Identification Number)

                      395 Oyster Point Boulevard, Suite 415
                          South San Francisco, CA 94080
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (650) 589-9445







                                    FORM 8-K

ITEM 5.  OTHER EVENTS

Core-Mark  International,  Inc., a Delaware corporation  ("Core-Mark"),  Fleming
Companies,  Inc., an Oklahoma corporation,  and Platform Corporation, a Delaware
corporation and wholly owned subsidiary of Fleming Companies, Inc., have entered
into an Agreement  and Plan of Merger,  dated as of April 23, 2002 (the " Merger
Agreement").

A  more  complete  description  of  the  Merger  Agreement  and  the  associated
transactions  can be found in the press  release  filed as Exhibit  99.1 to this
report. All investors are encouraged to read, carefully and in its entirety, the
press  release and the copy of the Merger  Agreement  attached to this report as
Exhibit 2.1.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

        (c)      Exhibits

                                EXHIBIT              DESCRIPTION
                                   2.1            Agreement and Plan of Merger,
                                                  dated as of April 23, 2002,
                                                  among Core-Mark International,
                                                  Inc., Fleming Companies, Inc.
                                                  and Platform Corporation.

                                  99.1            Text of press release, dated
                                                  April 23, 2002.







                                   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.

Date:  April 24, 2002

                          CORE-MARK INTERNATIONAL, INC.

                          By:  /s/  Leo F. Korman

                              Leo F. Korman, Senior Vice President and
                                   Chief Financial Officer







                                  EXHIBIT INDEX

EXHIBIT               DESCRIPTION

2.1                   Agreement and Plan of Merger, dated as of April 23, 2002,
                      among Core-Mark International, Inc., Fleming Companies,
                      Inc. and Platform Corporation.

99.1                  Text of press release, dated April 23, 2002.