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): April 1, 2002
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
Incorporation) Identification No.)
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)
ITEM 5. OTHER EVENTS.
On April 1, 2002, the registrant announced that it planned to issue $260
million of new 10-year senior subordinated notes in a private placement to repay
its existing $250 million of 10 1/2% senior subordinated notes due 2004. For
additional information concerning this announcement, refer to Exhibit 99.1
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 exhibit is filed as part of this Report:
No. Exhibit
99.1 Press Release dated April 1, 2002 regarding Senior
Subordinated Notes Offering.
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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/ Matthew H. Hildreth
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Matthew H. Hildreth
Senior Vice President, Finance and
Treasurer
Date: April 1, 2002
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
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99.1 Press Release dated April 1, 2002 regarding Senior Subordinated Notes
Offering.
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