SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
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
FLEMING COMPANIES, INC.
-----------------------------------------
(Exact Name of Registrant as Specified in Charter)
Oklahoma 1-8140 48-0222760
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
Incorporation)
1945 Lakepointe Drive, Lewisville, Texas 75057
-----------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(972) 906-8000
-----------------------------------------------------
(Registrant's telephone number, including area code)
N/A
-----------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 18, 2002, Fleming Companies, Inc. (the "Company"), through its
wholly-owned subsidiary Platform Corporation ("Platform") completed its
acquisition of 100% of the outstanding equity interests of Core-Mark
International, Inc. ("Core-Mark") for $295,000,000 in cash (less transaction
fees) and the assumption of Core-Mark's debt. The acquisition occurred pursuant
to the terms of an Agreement and Plan of Merger dated April 23, 2002 (the
"Merger Agreement") by and among the Company, Platform, Core-Mark and the
stockholders of Core-Mark, 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
stockholders' proceeds were put into escrow to satisfy any indemnification
claims that may be brought by the Company and $10,655,607 of the proceeds were
used to cash-out Core-Mark optionholders. The amount of consideration paid to
each stockholder and each optionholder in exchange for Core-Mark's stock and
options was the product of arm's-length negotiations between the parties. The
acquisition was funded out of the proceeds from the sale of debt and equity by
the Company and out of the funds drawn from the Company's new credit facility as
described in Item 5 of this Report.
2
ITEM 5. OTHER EVENTS.
On June 18, 2002, in connection with the completion of the acquisition
described in Item 2 of this Report, Fleming Companies, Inc. (the "Company")
entered into a new $975 million Credit Agreement with Deutsche Bank Trust
Company Americas, as Administrative Agent, and also completed the sale of $200
million aggregate principal amount of its new 9.25% Senior Notes due 2010 and
9,200,000 shares of its Common Stock. In connection with the consummation of
these transactions, the Company repaid all borrowings outstanding under its $850
million Credit Agreement dated as of July 25, 1997, as amended, which agreement
ceased to be in effect as of June 18, 2002.
The Underwriting Agreements for the Senior Notes and Common Stock
offerings are set forth in Exhibits 1.1 and 1.2 hereto, respectively, and are
incorporated in this Report as if fully set forth herein. The Indenture and
Supplemental Indenture pursuant to which the Senior Notes were issued and the
form of the Senior Note and the accompanying guarantee thereof are set forth in
Exhibits 4.1, 4.2 and 4.3 hereto, respectively, and are incorporated in this
Report as if fully set forth herein. The new Credit Agreement and the related
Security Agreement, Guarantee Agreement and Pledge Agreement are set forth in
Exhibits 10.1, 10.2, 10.3 and 10.4 hereto, respectively, and are incorporated in
this Report as if fully set forth herein. The full text of the press release
announcing the completion of the Core-Mark acquisition and the related financing
transactions is set forth in Exhibit 99.1 hereto and is incorporated in this
Report as if fully set forth herein.
3
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
The following exhibits are filed as part of this Report:
No. Exhibit
--- -------
1.1 Underwriting Agreement dated June 13, 2002 by and among the
Company, the Guarantors party thereto and Deutsche Bank
Securities Inc., Lehman Brothers Inc., First Union
Securities, Inc., J.P. Morgan Securities Inc. and Morgan
Stanley & Co. Incorporated, as Representatives of the
several Underwriters.
1.2 Underwriting Agreement dated June 13, 2002 by and among the
Company and Lehman Brothers Inc., Deutsche Bank Securities
Inc., First Union Securities, Inc. and Morgan Stanley & Co.
Incorporated, as Representatives of the several
Underwriters.
4.1 Indenture dated as of June 18, 2002 by and between the
Company and Manufacturers and Traders Trust Company, as
Trustee.
4.2 First Supplemental Indenture dated as of June 18, 2002 by
and among the Company, the Subsidiary Guarantors party
thereto and Manufacturers and Traders Trust Company, as
Trustee.
4.3 Form of 9.25% Senior Note due 2010 and Notation of
Guarantee.
10.1 Credit Agreement dated as of June 18, 2002 by and among the
Company, the lenders from time to time party thereto,
Deutsche Bank Trust Company Americas, as Administrative
Agent, JPMorgan Chase Bank and Citicorp North America,
Inc., as Syndication Agents, Lehman Commercial Paper Inc.
and Wachovia Bank, National Association, as Documentation
Agents, Deutsche Bank Securities Inc. and J.P. Morgan
Securities Inc., as Joint Book Managers, and Deutsche Bank
Securities Inc., J.P. Morgan Securities Inc. and Salomon
Smith Barney Inc., as Joint Lead Arrangers.
10.2 Security Agreement dated as of June 18, 2002 by and among
the Company, the Grantors party thereto and Deutsche Bank
Trust Company Americas, as Collateral Agent.
10.3 Guarantee Agreement dated as of June 18, 2002 by and among
the Guarantors party thereto and Deutsche Bank Trust
Company Americas, as Administrative Agent.
10.4 Pledge Agreement dated as of June 18, 2002 by and among the
Company, the Pledgors party thereto and Deutsche Bank Trust
Company Americas, as Collateral Agent.
99.1 Press Release dated June 18, 2002 regarding completion of
Core-Mark acquisition and the related financing
transactions.
4
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
----------------------------------
Matthew H. Hildreth
Senior Vice President, Finance and
Treasurer
Date: June 24, 2002
EXHIBIT INDEX
No. Exhibit
--- -------
1.1 Underwriting Agreement dated June 13, 2002 by and among the Company,
the Guarantors party thereto and Deutsche Bank Securities Inc.,
Lehman Brothers Inc., First Union Securities, Inc., J.P. Morgan
Securities Inc. and Morgan Stanley & Co. Incorporated, as
Representatives of the several Underwriters.
1.2 Underwriting Agreement dated June 13, 2002 by and among the Company
and Lehman Brothers Inc., Deutsche Bank Securities Inc., First Union
Securities, Inc. and Morgan Stanley & Co. Incorporated, as
Representatives of the several Underwriters.
4.1 Indenture dated as of June 18, 2002 by and between the Company
and Manufacturers and Traders Trust Company, as Trustee.
4.2 First Supplemental Indenture dated as of June 18, 2002 by and among
the Company, the Subsidiary Guarantors party thereto and
Manufacturers and Traders Trust Company, as Trustee.
4.3 Form of 9.25% Senior Note due 2010 and Notation of Guarantee.
10.1 Credit Agreement dated as of June 18, 2002 by and among the Company,
the lenders from time to time party thereto, Deutsche Bank Trust
Company Americas, as Administrative Agent, JPMorgan Chase Bank and
Citicorp North America, Inc., as Syndication Agents, Lehman
Commercial Paper Inc. and Wachovia Bank, National Association, as
Documentation Agents, Deutsche Bank Securities Inc. and J.P. Morgan
Securities Inc., as Joint Book Managers, and Deutsche Bank
Securities Inc., J.P. Morgan Securities Inc. and Salomon Smith
Barney Inc., as Joint Lead Arrangers.
10.2 Security Agreement dated as of June 18, 2002 by and among the
Company, the Grantors party thereto and Deutsche Bank Trust Company
Americas, as Collateral Agent.
10.3 Guarantee Agreement dated as of June 18, 2002 by and among the
Guarantors party thereto and Deutsche Bank Trust Company Americas,
as Administrative Agent.
10.4 Pledge Agreement dated as of June 18, 2002 by and among the Company,
the Pledgors party thereto and Deutsche Bank Trust Company Americas,
as Collateral Agent.
99.1 Press Release dated June 18, 2002 regarding completion of Core-Mark
acquisition and the related financing transactions.