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): January 22, 2003
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 Identification No.)
Incorporation)
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 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
The following exhibit is filed as part of this report:
No. Exhibit
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10.1 Second Amendment, dated as of January 22, 2003, to that certain Credit
Agreement, dated as of June 18, 2002 and amended by that certain First
Amendment, dated October 18, 2002, by and among Fleming Companies,
Inc., 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.
ITEM 9. REGULATION FD DISCLOSURE.
(a) On January 23, 2003, Fleming issued a press release announcing its
earnings for the fourth quarter and year ended December 28, 2002. The
full text of the press release is attached hereto as Exhibit 99.1.
(b) Exhibits.
The following exhibit is furnished with this report:
No. Exhibit
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99.1 Press Release dated January 23, 2003.
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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/ MARK SHAPIRO
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Mark Shapiro
Senior Vice President, Finance and
Operations Control
Date: January 23, 2003
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INDEX TO EXHIBITS
No. Exhibit
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10.1 Second Amendment, dated as of January 22, 2003, to that certain Credit
Agreement, dated as of June 18, 2002 and amended by that certain First
Amendment, dated October 18, 2002, by and among Fleming Companies,
Inc., 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.
99.1 Press Release dated January 23, 2003.