================================================================= FLEMING BANKRUPTCY NEWS Issue Number 1 ----------------------------------------------------------------- Copyright 2003 (ISSN XXXX-XXXX) April 3, 2003 ----------------------------------------------------------------- Bankruptcy Creditors' Service, Inc. 609-392-0900 FAX 609-392-0040 ----------------------------------------------------------------- FLEMING BANKRUPTCY NEWS is published by Bankruptcy Creditors' Service, Inc., 24 Perdicaris Place, Trenton, New Jersey 08618, on an ad hoc basis (generally every 10 to 20 days) as significant activity occurs in the Debtor's case. New issues are prepared by Christopher G. Patalinghug, Frauline Sinson-Abangan and Peter A. Chapman, Editors. Subscription rate is US$45 per issue. Any re-mailing of FLEMING BANKRUPTCY NEWS is prohibited. ================================================================= IN THIS ISSUE ------------- [00000] HOW TO SUBSCRIBE TO FLEMING BANKRUPTCY NEWS [00001] BACKGROUND & DESCRIPTION OF FLEMING COMPANIES [00002] CONDENSED CONSOLIDATED BALANCE SHEET AT DEC. 28, 2002 [00003] FLEMING'S PRESS RELEASE ANNOUNCING CHAPTER 11 FILING [00004] FLEMING COMPANIES CHAPTER 11 DATABASE [00005] FLEMING DEBTORS' LARGEST UNSECURED CREDITORS [00006] CORE-MARK DEBTORS' LARGEST UNSECURED CREDITORS [00007] FAVAR CONCEPTS' LARGEST UNSECURED CREDITORS [00008] MINTER-WEISMAN'S LARGEST UNSECURED CREDITORS [00009] PIGGLY WIGGLY'S LARGEST UNSECURED CREDITORS [00010] RAINBOW FOOD'S LARGEST UNSECURED CREDITORS [00011] RICHMAR'S LARGEST UNSECURED CREDITORS [00012] DUNIGAN FUELS' LARGEST UNSECURED CREDITORS [00013] SUBSIDIARY DEBTORS' LARGEST UNSECURED CREDITORS [00014] ORGANIZATIONAL MEETING WITH US TRUSTEE TO FORM COMMITTEES [00015] DEBTORS' MOTION TO OBTAIN $50,000,000 OF DIP FINANCING [00016] FLEMING SHARES WILL TRADE UNDER FLMIQ TICKER SYMBOL KEY DATE CALENDAR ----------------- 04/01/03 Voluntary Petition Date 04/21/03 Deadline to provide Utilities with adequate assurance 05/01/03 Deadline for filing Schedules of Assets and Liabilities 05/01/03 Deadline for filing Statement of Financial Affairs 05/01/03 Deadline for filing Lists of Leases and Contracts 05/31/03 Deadline to make decisions about lease dispositions 06/30/03 Deadline to remove actions pursuant to F.R.B.P. 9027 07/30/03 Expiration of Debtor's Exclusive Plan Proposal Period 09/28/03 Expiration of Debtor's Exclusive Solicitation Period 03/31/05 Deadline for Debtor's Commencement of Avoidance Actions Organizational Meeting with UST to form Committees First Meeting of Creditors pursuant to 11 USC Sec. 341 Deadline for Filing Proofs of Claim ----------------------------------------------------------------- [00000] HOW TO SUBSCRIBE TO FLEMING BANKRUPTCY NEWS ----------------------------------------------------------------- FLEMING BANKRUPTCY NEWS is distributed to paying subscribers by electronic mail. New issues are published on an ad hoc basis as significant activity occurs (generally every 10 to 20 days) in the Debtor's case. The subscription rate is US$45 per issue. Newsletters are delivered via e-mail; invoices, transmitted following publication of each newsletter issue, arrive by fax. Re-mailing of FLEMING BANKRUPTCY NEWS is prohibited. Distribution to multiple individuals at the same firm is provided at no additional charge; folks outside of your firm should set-up and pay for their own subscriptions. Subscriptions may be canceled at any time without further obligation. To continue receiving FLEMING BANKRUPTCY NEWS, please complete the form below and return it by fax or e-mail to: Bankruptcy Creditors' Service, Inc. 24 Perdicaris Place Trenton, NJ 08618 Telephone (609) 392-0900 Fax (609) 392-0040 E-mail: peter@bankrupt.com We have published similar newsletters tracking billion-dollar insolvency proceedings since 1990, starting with Federated Department Stores. Currently, we provide similar coverage about the restructuring proceedings involving Kmart Corp., Ames Department Stores, Service Merchandise, Spiegel, Inc. (and its Eddie Bauer and Newport News subsidiaries), Fruit of the Loom, Burlington Industries, Pillowtex, Warnaco, DirecTV Latin America, Adelphia Communications and Adelphia Business Solutions, Genuity, WorldCom, Global Crossing and Asia Global Crossing, Winstar, 360networks, Exodus Communications, Lernout & Hauspie and Dictaphone, Magellan Health Services, National Century Financial Enterprises, Integrated Health Services, Vencor, Inc., Sun Healthcare Group, Inc., Mariner Post-Acute & Mariner Health, Genesis Health & Multicare, Conseco, Inc., and Conseco Finance Corp., Reliance Group Holdings & Reliance Financial, The FINOVA Group, Inc., Comdisco, United Airlines, US Airways Group, Budget Group, ANC Rental, GenTek, Federal-Mogul, Hayes Lemmerz, Exide Technologies, W.R. 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Name: ---------------------------------------------- Firm: ---------------------------------------------- Address: ---------------------------------------------- ---------------------------------------------- Phone: ---------------------------------------------- Fax: ---------------------------------------------- E-Mail: ---------------------------------------------- (Distribution to multiple professionals at the same firm is provided at no additional cost.) FLEMING BANKRUPTCY NEWS is distributed to paying subscribers by electronic mail. New issues are published on an ad hoc basis as significant activity occurs (generally every 10 to 20 days) in the Debtor's case. The subscription rate is US$45 per issue. Newsletters are delivered via e-mail; invoices, transmitted following publication of each newsletter issue, arrive by fax. Re-mailing of FLEMING BANKRUPTCY NEWS is prohibited. Distribution to multiple individuals at the same firm is provided at no additional charge; folks outside of your firm should set-up and pay for their own subscriptions. Subscriptions may be canceled at any time without further obligation. ----------------------------------------------------------------- [00001] BACKGROUND & DESCRIPTION OF FLEMING COMPANIES ----------------------------------------------------------------- Fleming Companies, Inc. 1945 Lakepointe Drive Post Office Box 299013 Lewisville, TX 75029 Telephone (972) 906-8000 Fax (972) 906-7810 http://www.fleming.com Fleming is the largest multi-tier distributor of consumer package goods in the United States. Fleming distributes brand name products to retailers including: * Target * IGA * Yes!Less Food and More * Rainbow Foods * Phillips 66 * L+L Foods Center * Food4Less * Jubilee Foods * Festival Foods * Albertsons * Seven-Eleven * Circle K * Maverik * Thriftway * Shop n Bag * Sentry * Piggly Wiggly Fleming delivers goods to nearly 45,000 supermarkets, convenience stores, discount stores, concessions, limited assortment, drug, supercenters, specialty, casinos, gift shops, military commissaries and exchanges and other retail outlets. Fleming's distribution business involves purchasing, receiving, warehousing, marketing, selecting, loading, delivering and distributing groceries, mean, dairy products, delicatessen products, packaged goods, and health and beauty care items. The product mix, generally, is: 61% Groceries 33% Perishables 6% General Merchandise Fleming purchases thousands of different items from a diverse range of vendors and agricultural growers. The goods are consolidated at 50 distribution centers (housing 20 million square feet of warehouse space). Fleming distributes name brand goods and offers products to its customers under the BestYet(R), Nature's Finest(R), Exceptional Value(TM) and Comida Sabrosa(TM) private labels. Fleming also offers products under controlled labels including the IGA(R) and Piggly Wiggly(TM) brand names. Largely independent of its distribution segment, certain Fleming affiliates maintain retail operations. The retail segment currently operates 100 stories under the Food 4 Less, Rainbow and yes!LESS(R) trade names, serving primarily middle and lower income consumers concentrated in Texas, Arizona, Minnesota, New Mexico, Northern California, Utah, Wisconsin and Louisiana. The instability of the nation's economy, Fleming explains, has had a significant adverse impact on its business in the past year. Kmart's decision to reject its supply agreement will reduce Fleming's annual sales by $3.6 billion -- about 20%. Recent news about strained liquidity, lender talks, and negative market perceptions have resulted in suppliers tightening their credit terms. In the past few days, Peter S. Willmott, Fleming's President and Interim CEO, relates, the Company's been inundated with reclamation notices from trade vendors. ----------------------------------------------------------------- [00002] CONDENSED CONSOLIDATED BALANCE SHEET AT DEC. 28, 2002 ----------------------------------------------------------------- Fleming Companies, Inc. Consolidated Condensed Balance Sheet At December 28, 2002 Assets Cash and cash equivalents $53,457,000 Receivables, net 667,681,000 Inventory 946,331,000 Assets held for sale 463,670,000 Other current assets 163,873,000 -------------- Total current assets 2,295,012,000 Property and equipment, net 571,167,000 Other assets 1,131,753,000 -------------- Total assets $3,997,932,000 ============== Liabilities and shareholders' equity Accounts payable $983,119,000 Current portion of Long-Term debt and cap lease obligations 18,887,000 Liabilities held for sale (including $114,830,000 of capital lease obligations) 140,128,000 Other current liabilities 351,029,000 -------------- Total current liabilities 1,493,163,000 Long-term debt and capital lease obligations 1,867,884,000 Other liabilities 122,883,000 Shareholders' equity 514,002,000 -------------- Total liabilities & shareholders' equity $3,997,932,000 ============== ----------------------------------------------------------------- [00003] FLEMING'S PRESS RELEASE ANNOUNCING CHAPTER 11 FILING ----------------------------------------------------------------- Fleming Files Voluntary Chapter 11 Petition -- All Facilities Open and Conducting Business; -- Company Committed to Protecting Customers and Vendors -- Reorganization Proceeding Will Enable Company to Better Realign Cost Structure And Reduce Debt DALLAS, Texas -- April 1, 2003 -- Fleming Companies (NYSE: FLM) today announced and its operating subsidiaries have filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. The filings were made this morning in the U.S. Bankruptcy Court in Wilmington, Delaware. Fleming intends to use the Chapter 11 process to restructure its business operations and finances. The purpose of the Chapter 11 filing is to allow the company to establish an improved capital and cost structure, and position itself for long-term success upon emergence from Chapter 11. Fleming is open and conducting business at all of its facilities. The company is negotiating with its lenders on the terms of debtor-in-possession financing and expects to announce further progress shortly. Additionally, the company said that it continues to receive supplies and service its customers. "Fleming remains focused on serving its customers and expects to file motions with the bankruptcy court to establish a critical vendor program and to enable the company to pay all of its associates on time and in the usual manner," said Peter Willmott, Fleming's Interim President and Chief Executive Officer. "After a thorough analysis of Fleming's condition, the Board of Directors and senior management concluded that today's court filings were both prudent and necessary. "In January 2003, Kmart ended a major supply agreement with the company. Against this backdrop, it became clear that filing for Chapter 11 was the only choice that would allow us to continue operating as a going concern, with renewed trade credit support, while negotiating with our creditors toward an adjustment in our debt level that would be more consistent with our operations, assets and current business model. "From an operational standpoint," Mr. Willmott continued, "we are supplying customers from existing and new inventory and continue to work closely with vendors to coordinate product flow. We applaud the dedication of our associates in continuing to move our customer service forward." In conjunction with today's court proceedings, Fleming expects to file a variety of "first day motions" to support its associates, customers and vendors. In addition to the motions cited above, the company is also seeking court approvals for continuation of payments for employee health and other benefits; cash management programs; and for legal, financial, and other professionals to support the company's reorganization. In accordance with applicable law and court orders, vendors who provided goods or services to Fleming or its subsidiaries before today's filing may have pre-petition claims, which will be frozen pending court authorization of payment or consummation of a plan of reorganization. ----------------------------------------------------------------- [00004] FLEMING COMPANIES CHAPTER 11 DATABASE ----------------------------------------------------------------- Debtor entities filing separate chapter 11 petitions: Case No. Debtor Entity -------- ------------- 03-10944 Core-Mark International, Inc. 03-10945 FLEMING COMPANIES, INC. 03-10946 ABCO Food Group, Inc. 03-10947 ABCO Markets, Inc. 03-10948 ABCO Realty Corp. 03-10949 ASI Office Automation, Inc. 03-10950 Core-Mark Mid-Continent, Inc. 03-10951 Core-Mark Interrelated Companies, Inc. 03-10952 C/M Products, Inc. 03-10953 FAVAR Concepts, Ltd. 03-10954 Fleming Foods Management Co., L.L.C. 03-10955 Fleming Foods of Texas, LP 03-10956 Fleming International, Ltd. 03-10957 Fleming Transportation Service,Inc. 03-10958 Fleming Supermarkets of Florida, Inc. 03-10959 Food 4 Less Beverage Company, Inc. 03-10960 FuelServ, Inc. 03-10961 General Acceptance Corporation 03-10962 Marquise Ventures Company, Inc. 03-10963 Head Distributing Company 03-10964 Minter-Weisman Co. 03-10965 Piggly Wiggly Company 03-10966 Progressive Realty, Inc. 03-10967 Rainbow Food Group, Inc. 03-10968 Retail Investments, Inc. 03-10970 Retail Supermarkets, Inc. 03-10971 RFS Marketing Services, Inc. 03-10972 Richmar Foods, Inc. 03-10973 Dunigan Fuels, Inc. Chapter 11 Petition Date: April 1, 2003 Bankruptcy Court: United States Bankruptcy Court District of Delaware 824 Market Street, 5th Floor Wilmington, DE 19801 (302) 252-2900 Bankruptcy Judge: The Honorable Mary F. Walrath Debtors' Lead Bankruptcy Counsel: Richard L. Wynne, Esq. Bennett L. Spiegel, Esq. Shirley Cho, Esq. Marjon Ghasemi, Esq. Kirkland & Ellis 777 South Figueroa Street Los Angeles, CA 90017 Telephone (213) 680-8400 Fax (213) 680-8500 and James H.M Sprayregen, Esq. Kirkland & Ellis 200 East Randolph Drive Chicago, Illinois 60601 Telephone (312) 861-2000 Fax (312) 861-2200 Debtors' Local Bankruptcy Counsel: Laura Davis Jones, Esq. Ira D. Kharasch, Esq. Scotta E. McFarland, Esq. Christopher J. Lhulier, Esq. Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C. 919 North Market Street, Suite 1600 Wilmington, DE 19801 Telephone (302) 652-4100 Fax (302) 652-4400 U.S. Trustee: Frank J. Perch, III, Esq. Office of the U.S. Trustee 844 King Street, Suite 2313 Lockbox 35 Wilmington, DE 19801 Telephone (302) 573-6491 Fax (302) 573-6497 ----------------------------------------------------------------- [00005] FLEMING DEBTORS' LARGEST UNSECURED CREDITORS ----------------------------------------------------------------- Fleming Companies, Inc., Fleming Foods of Texas, L.P., and Fleming International, Ltd., disclose that their 20 largest unsecured creditors are: Entity Nature Of Claim Claim Amount ------ --------------- ------------ Manufacturers and Traders Indenture: 10-5/8% $400,000,000 Trust Company Senior Sub. Notes (unsecured) Corp. Trust Dept. 50 Broadway - 7th Floor New York, NY 10004 Attn: Russell Whitley Fax: 716-842-5601 With copy to: Manufactured and Traders Trust Company Corp. Trust Dept. One M&T Plaza, 7th Floor Buffalo, NY 14203 Bankers Trust Company Corp. Indenture: 10-1/8% $355,000,000 Trust and Agency Services Sr Notes due 2008 4 Albany Street -10th Floor NY, NY 10006 Maria Tokarz Tel: 212-454-4219 Manufacturers and Traders Indenture: 9-7/8% $260,000,000 Trust Company Senior Sub. Notes (unsecured) Corp. Trust Dept. due 2012 50 Broadway - 7th Floor New York, NY 10004 Attn: Russell Whitley Fax: 716-842-5601 With copy to: Manufactured and Traders Trust Company Corp. Trust Dept. One M&T Plaza, 7th Floor Buffalo, NY 14203 Manufacturers and Traders Indenture: 9-1/4% $200,000,000 Trust Company Senior Sub. Notes (unsecured) Corp. Trust Dept. due 2010 50 Broadway - 7th Floor New York, NY 10004 Attn: Russell Whitley Fax: 716-842-5601 With copy to: Manufactured and Traders Trust Company Corp. Trust Dept. One M&T Plaza, 7th Floor Buffalo, NY 14203 Bank One, N.A. Indenture: 5-1/4% $150,000,000 Corp. Trust Services Convertible Senior (unsecured) 100 East Broad Street, Sub. Notes due 2009 8th Fl. Columbus, OH 43215 Attn: David Knox Tel: 612-248-6229 Conagra Foods $5,838,289 1 Conagra Drive Omaha, NE 68102-5001 Doug Knudsen Tel: 402-595-7919 Procter & Gamble Dist. Co. $4,452,432 1 P&G Plaza Cincinnati, OH 45202 B.J. Polk Tel: 972-851-0234 General Mills $4,209,193 Jim Kula PO Box 1113 Minneapolis, MN 55440 Tel: 763-764-7497 Georgia Pacific/Fort James $3,803,765 Corp. Andre Mikhalevsky 133 Peachtree Street NE Atlanta, GA 30303 Tel: 404-652-6405 Unilever $3,506,064 Mike O'Rourke 390 Park Avenue New York, 10022 Tel: 248-458-4001 Kraft $2,713,110 Ken Adams Three Lakes Drive Northfield, IL 60693 Fax: 972-432-3439 Clorox Sales Company $2,402,527 Ken Partyka 1221 Broadway Oakland, CA 94612-1888 Tel: 972-280-8713 Nestle USA, Inc. $2,018,167 Bruce Partridge 800 N. Brand Blvd. Glendale, CA 91203 Campbell Soup Co. $1,997,904 Beth Monschein Campbell Plaza Camdem, NJ 08103 Tel: 312-654-0348 Kellog Company $1,956,440 Brad Davidson One Kellog Square, PO Box 3599 Battle Creek, MI 49016-3599 Tel: 616-961-6943 Marigold Foods Inc. $1,660,953 Greg Kurr 2929 University Avenue SE Minneapolis, MN 55414 Tel: 612-378-8335 Johnson & Son Inc. $1,644,333 Paul Fiascone 1 Johnson and Johnson Plaza New Brunswick, NJ 08933 Tel: 480-203-5967 Kimberly Clark Corp. $1,244,360 Mark Lauderdale 351 Phelps Drive Irving, TX 75038 Tel: 248-458-0442 Hormel Foods Co. $1,283,746 Larry Alderson 1 Hormel Place Austin, MN 55912-3680 JM Smucker Co. $1,244,360 Donald Hurrle Strawberry Lane Orrville, OH 44667-0280 Fax: 330-684-3428 ----------------------------------------------------------------- [00006] CORE-MARK DEBTORS' LARGEST UNSECURED CREDITORS ----------------------------------------------------------------- Core-Mark International, Inc., Core-Mark Mid-Continent, Inc., Core-Mark Interrelated Companies, Inc., and Head Distributing Company, disclose that their 20 largest unsecured creditors are: Entity Nature Of Claim Claim Amount ------ --------------- ------------ Manufacturers and Traders Indenture: 10-5/8% $400,000,000 Trust Company Senior Sub. Notes (unsecured) Corp. Trust Dept. 50 Broadway - 7th Floor New York, NY 10004 Attn: Russell Whitley Fax: 716-842-5601 With copy to: Manufactured and Traders Trust Company Corp. Trust Dept. One M&T Plaza, 7th Floor Buffalo, NY 14203 Bankers Trust Company Corp. Indenture: 10-1/8% $355,000,000 Trust and Agency Services Sr Notes due 2008 4 Albany Street -10th Floor NY, NY 10006 Maria Tokarz Tel: 212-454-4219 Manufacturers and Traders Indenture: 9-7/8% $260,000,000 Trust Company Senior Sub. Notes (unsecured) Corp. Trust Dept. due 2012 50 Broadway - 7th Floor New York, NY 10004 Attn: Russell Whitley Fax: 716-842-5601 With copy to: Manufactured and Traders Trust Company Corp. Trust Dept. One M&T Plaza, 7th Floor Buffalo, NY 14203 Manufacturers and Traders Indenture: 9-1/4% $200,000,000 Trust Company Senior Sub. Notes (unsecured) Corp. Trust Dept. due 2010 50 Broadway - 7th Floor New York, NY 10004 Attn: Russell Whitley Fax: 716-842-5601 With copy to: Manufactured and Traders Trust Company Corp. Trust Dept. One M&T Plaza, 7th Floor Buffalo, NY 14203 Bank One, N.A. Indenture: 5-1/4% $150,000,000 Corp. Trust Services Convertible Senior (unsecured) 100 East Broad Street, Sub. Notes due 2009 8th Fl. Columbus, OH 43215 Attn: David Knox Tel: 612-248-6229 Hershey Choe Vendor $7,424,082 George Forbes 19 East Chocolate Ave. Hershey, PA 17033 Tel: 717-534-45688 Imperial Tobacco Vendor $6,708,995 Daniel Pepin PO Box 6600 Canada Tel: 800-361-7504 Rothman's B&H Vendor $2,726,478 Zaheer H. Sajun 1500 Don Mills Rd. Ontario MLB 3L1 Canada Tel: 416-442-3688 US Smokeless Tob Vendor $2,384,316 Frank Riccio PO Box 642294 North York Tel: 203-601-7062 JTI McDonald Vendor $1,608,362 Wrigley Vendor $1,538,115 Virgil Tavas PO Box 730441 Toronto, Ontario, MSX 1A4 Dallas, TX 75373-0441 Tel: 312-645-4037 Santa Fe Nat Tob Vendor $1,070,245 PO Box 951717 Dallas, TX 75395 Tel: 800-982-7454 Quaker Oats Vendor $998,307 Bea Smith PO Box 70916 Chicago, IL 60673-0916 Tel: 312-821-1247 Kraft Gen Foods Vendor $982,763 George Harriott PO Box 100139 Pasadena, CA 91110-0087 Tel: 800-622-3003 ITWAL Vendor $817,289 440 Railside Dr. Brampton, Ont. L74 1L1 Canada Tel: 416-625-8380 Eveready Battery Vendor $633,741 PO Box 500419 Brampton, Ontario L74 1L1 St. Louis, MO 63150-0419 Nestle Waters Vendor $587,973 File 56544 Los Angeles, CA 90074-6544 Tel: 972-462-3638 M&M Mars Vendor $489,790 Chad Gassaway 800 High St. Hackettstown, NJ 07840 Tel: 770-429-4453 Swisher International, Vendor $467,964 Inc. PO Box 88856 Chicago, IL 60695-1856 Tel: 800-843-3731 ----------------------------------------------------------------- [00007] FAVAR CONCEPTS' LARGEST UNSECURED CREDITORS ----------------------------------------------------------------- FAVAR Concepts, Ltd., discloses that its 20 largest unsecured creditors are: Entity Nature Of Claim Claim Amount ------ --------------- ------------ Manufacturers and Traders Indenture: 10-5/8% $400,000,000 Trust Company Senior Sub. Notes (unsecured) Corp. Trust Dept. 50 Broadway - 7th Floor New York, NY 10004 Attn: Russell Whitley Fax: 716-842-5601 With copy to: Manufactured and Traders Trust Company Corp. Trust Dept. One M&T Plaza, 7th Floor Buffalo, NY 14203 Bankers Trust Company Corp. Indenture: 10-1/8% $355,000,000 Trust and Agency Services Sr Notes due 2008 4 Albany Street -10th Floor NY, NY 10006 Maria Tokarz Tel: 212-454-4219 Manufacturers and Traders Indenture: 9-7/8% $260,000,000 Trust Company Senior Sub. Notes (unsecured) Corp. Trust Dept. due 2012 50 Broadway - 7th Floor New York, NY 10004 Attn: Russell Whitley Fax: 716-842-5601 With copy to: Manufactured and Traders Trust Company Corp. Trust Dept. One M&T Plaza, 7th Floor Buffalo, NY 14203 Manufacturers and Traders Indenture: 9-1/4% $200,000,000 Trust Company Senior Sub. Notes (unsecured) Corp. Trust Dept. due 2010 50 Broadway - 7th Floor New York, NY 10004 Attn: Russell Whitley Fax: 716-842-5601 With copy to: Manufactured and Traders Trust Company Corp. Trust Dept. One M&T Plaza, 7th Floor Buffalo, NY 14203 Bank One, N.A. Indenture: 5-1/4% $150,000,000 Corp. Trust Services Convertible Senior (unsecured) 100 East Broad Street, Sub. Notes due 2009 8th Fl. Columbus, OH 43215 Attn: David Knox Tel: 612-248-6229 Borden Vendor $155,436 Earthgrains Baking Cos., Vendor $32,835 Inc. Mission Foods Vendor $11,712 Pepsi Bottling Company Vendor $10,486 Frito Lay Vendor $10,078 Radiant Energy Vendor $5,665 Encore Sales Vendor $5,169 TXU Electric Vendor $3,824 Bergensons Property Sales Vendor $3,293 City of College Station Vendor $3,048 Utility Executive Security Systems Vendor $2,179 Inc. Reddy Ice - Longview Vendor $2,140 Waco Tribune-Herald Vendor $1,692 RGIS Vendor $1,509 D & M Carriers Vendor $1,332 ----------------------------------------------------------------- [00008] MINTER-WEISMAN'S LARGEST UNSECURED CREDITORS ----------------------------------------------------------------- Minter-Weisman Co. discloses that its 20 largest unsecured creditors are: Entity Nature Of Claim Claim Amount ------ --------------- ------------ Manufacturers and Traders Indenture: 10-5/8% $400,000,000 Trust Company Senior Sub. Notes (unsecured) Corp. Trust Dept. 50 Broadway - 7th Floor New York, NY 10004 Attn: Russell Whitley Fax: 716-842-5601 With copy to: Manufactured and Traders Trust Company Corp. Trust Dept. One M&T Plaza, 7th Floor Buffalo, NY 14203 Bankers Trust Company Corp. Indenture: 10-1/8% $355,000,000 Trust and Agency Services Sr Notes due 2008 4 Albany Street -10th Floor NY, NY 10006 Maria Tokarz Tel: 212-454-4219 Manufacturers and Traders Indenture: 9-7/8% $260,000,000 Trust Company Senior Sub. Notes (unsecured) Corp. Trust Dept. due 2012 50 Broadway - 7th Floor New York, NY 10004 Attn: Russell Whitley Fax: 716-842-5601 With copy to: Manufactured and Traders Trust Company Corp. Trust Dept. One M&T Plaza, 7th Floor Buffalo, NY 14203 Manufacturers and Traders Indenture: 9-1/4% $200,000,000 Trust Company Senior Sub. Notes (unsecured) Corp. Trust Dept. due 2010 50 Broadway - 7th Floor New York, NY 10004 Attn: Russell Whitley Fax: 716-842-5601 With copy to: Manufactured and Traders Trust Company Corp. Trust Dept. One M&T Plaza, 7th Floor Buffalo, NY 14203 Bank One, N.A. Indenture: 5-1/4% $150,000,000 Corp. Trust Services Convertible Senior (unsecured) 100 East Broad Street, Sub. Notes due 2009 8th Fl. Columbus, OH 43215 Attn: David Knox Tel: 612-248-6229 Hershey Vendor $609,495 PO Box 504011 St. Louis, MO 63150-4011 Tel: 717-534-7210 Wrigley Vendor $159,451 U.S. Smokeless Vendor $139,482 Pfizer Vendor $112,888 Swisher Int'l. Vendor $106,880 Kraft Vendor $80,216 Procter & Gamble Vendor $67,819 Romax Vendor $56,865 Conwood Company Vendor $53,564 Santa Fe Vendor $48,509 Pam Oil Vendor $47,278 Great Spring Water Vendor $41,676 European Roasterie Vendor $36,053 Quaker Oats Vendor $35,661 BIC Vendor $35,164 ----------------------------------------------------------------- [00009] PIGGLY WIGGLY'S LARGEST UNSECURED CREDITORS ----------------------------------------------------------------- Piggly Wiggly Company discloses that its 6 largest unsecured creditors are: Entity Nature Of Claim Claim Amount ------ --------------- ------------ Manufacturers and Traders Indenture: 10-5/8% $400,000,000 Trust Company Senior Sub. Notes (unsecured) Corp. Trust Dept. 50 Broadway - 7th Floor New York, NY 10004 Attn: Russell Whitley Fax: 716-842-5601 With copy to: Manufactured and Traders Trust Company Corp. Trust Dept. One M&T Plaza, 7th Floor Buffalo, NY 14203 Bankers Trust Company Corp. Indenture: 10-1/8% $355,000,000 Trust and Agency Services Sr Notes due 2008 4 Albany Street -10th Floor NY, NY 10006 Maria Tokarz Tel: 212-454-4219 Manufacturers and Traders Indenture: 9-7/8% $260,000,000 Trust Company Senior Sub. Notes (unsecured) Corp. Trust Dept. due 2012 50 Broadway - 7th Floor New York, NY 10004 Attn: Russell Whitley Fax: 716-842-5601 With copy to: Manufactured and Traders Trust Company Corp. Trust Dept. One M&T Plaza, 7th Floor Buffalo, NY 14203 Manufacturers and Traders Indenture: 9-1/4% $200,000,000 Trust Company Senior Sub. Notes (unsecured) Corp. Trust Dept. due 2010 50 Broadway - 7th Floor New York, NY 10004 Attn: Russell Whitley Fax: 716-842-5601 With copy to: Manufactured and Traders Trust Company Corp. Trust Dept. One M&T Plaza, 7th Floor Buffalo, NY 14203 Bank One, N.A. Indenture: 5-1/4% $150,000,000 Corp. Trust Services Convertible Senior (unsecured) 100 East Broad Street, Sub. Notes due 2009 8th Fl. Columbus, OH 43215 Attn: David Knox Tel: 612-248-6229 Reese Sign Service, Inc. $7,796 ----------------------------------------------------------------- [00010] RAINBOW FOOD'S LARGEST UNSECURED CREDITORS ----------------------------------------------------------------- Rainbow Food Group, Inc., discloses that its 20 largest unsecured creditors are: Entity Nature Of Claim Claim Amount ------ --------------- ------------ Manufacturers and Traders Indenture: 10-5/8% $400,000,000 Trust Company Senior Sub. Notes (unsecured) Corp. Trust Dept. 50 Broadway - 7th Floor New York, NY 10004 Attn: Russell Whitley Fax: 716-842-5601 With copy to: Manufactured and Traders Trust Company Corp. Trust Dept. One M&T Plaza, 7th Floor Buffalo, NY 14203 Bankers Trust Company Corp. Indenture: 10-1/8% $355,000,000 Trust and Agency Services Sr Notes due 2008 4 Albany Street -10th Floor NY, NY 10006 Maria Tokarz Tel: 212-454-4219 Manufacturers and Traders Indenture: 9-7/8% $260,000,000 Trust Company Senior Sub. Notes (unsecured) Corp. Trust Dept. due 2012 50 Broadway - 7th Floor New York, NY 10004 Attn: Russell Whitley Fax: 716-842-5601 With copy to: Manufactured and Traders Trust Company Corp. Trust Dept. One M&T Plaza, 7th Floor Buffalo, NY 14203 Manufacturers and Traders Indenture: 9-1/4% $200,000,000 Trust Company Senior Sub. Notes (unsecured) Corp. Trust Dept. due 2010 50 Broadway - 7th Floor New York, NY 10004 Attn: Russell Whitley Fax: 716-842-5601 With copy to: Manufactured and Traders Trust Company Corp. Trust Dept. One M&T Plaza, 7th Floor Buffalo, NY 14203 Bank One, N.A. Indenture: 5-1/4% $150,000,000 Corp. Trust Services Convertible Senior (unsecured) 100 East Broad Street, Sub. Notes due 2009 8th Fl. Columbus, OH 43215 Attn: David Knox Tel: 612-248-6229 H Brooks 23 Vendor $2,090,062 Ray Ralston 600 Lakeview Point Drive New Brighton, MN 55112 Tel: 651-756-2210 Marigold Foods, LLC Vendor $1,458,609 Steve Carlson Attn: Assoc. #1 Lock Box #730105 Dallas, TX 75373 Pepsi-Cola Company Vendor $984,765 James Green PO Box 75960 Chicago, IL 60675-5960 Tel: 612-231-5625 Crystal Foods Inc. Vendor $849,308 Craig Lyon PO Box 96638 Chicago, IL 60693-6638 Fax: 612-895-1403 Midwest Coca-Cola Vendor $600,089 Bottling Co. Eagan Branch SDS 12-1015 PO Box 86 Minneapolis, MN 55486-1015 Kraft Pizza Tombstone Vendor $499,050 Samantha Charleston Kraft Foods Pizza Division 23050 Network Place Chicago, IL 60673-1230 Fax: 800-346-3765 St, Paul Pioneer Press Vendor $392,899 Clay Fausberg PO Box 64890 St. Paul, MN 55164-0890 Fleming Csd-Plymouth Vendor $380,636 McKessen Drug Co. Vendor $366,322 Jenny Baca-Jones PO Box 1450 N W 9024 Minneapolis, MN 55485-9024 Tel: 972-446-2728 The American Bottling Co. Vendor $356,799 Sheryl Cass PO Box 643 Des Moines, IA 50303 Tel: 515-299-7053 Old Dutch Foods Vendor $328,583 Stephanie PO Box 64627 St. Paul, MN 55164 Fax: 651-633-8894 Morey Seafood Int'l Vendor $316,122 Scott Wickert 130 South LaSalle Street Dept. 1988 Chicago, IL 60674-1988 Fax: 763-541-0518 Nabisco-Nabisco Biscuit Vendor $311,717 Co. PO Box 70080 Chicago, IL 60673-0080 US Foodservice Vendor $305,989 SDS 12-0815 PO Box 86 Minneapolis, MN 55486-0815 Tel: 612-557-2295 St. Maries Gopher News Co. Vendor $269,621 9000 10th Ave. N. Minneapolis, MN 55427 ----------------------------------------------------------------- [00011] RICHMAR'S LARGEST UNSECURED CREDITORS ----------------------------------------------------------------- Richmar Foods, Inc., discloses that its 20 largest unsecured creditors are: Entity Nature Of Claim Claim Amount ------ --------------- ------------ Manufacturers and Traders Indenture: 10-5/8% $400,000,000 Trust Company Senior Sub. Notes (unsecured) Corp. Trust Dept. 50 Broadway - 7th Floor New York, NY 10004 Attn: Russell Whitley Fax: 716-842-5601 With copy to: Manufactured and Traders Trust Company Corp. Trust Dept. One M&T Plaza, 7th Floor Buffalo, NY 14203 Bankers Trust Company Corp. Indenture: 10-1/8% $355,000,000 Trust and Agency Services Sr Notes due 2008 4 Albany Street -10th Floor NY, NY 10006 Maria Tokarz Tel: 212-454-4219 Manufacturers and Traders Indenture: 9-7/8% $260,000,000 Trust Company Senior Sub. Notes (unsecured) Corp. Trust Dept. due 2012 50 Broadway - 7th Floor New York, NY 10004 Attn: Russell Whitley Fax: 716-842-5601 With copy to: Manufactured and Traders Trust Company Corp. Trust Dept. One M&T Plaza, 7th Floor Buffalo, NY 14203 Manufacturers and Traders Indenture: 9-1/4% $200,000,000 Trust Company Senior Sub. Notes (unsecured) Corp. Trust Dept. due 2010 50 Broadway - 7th Floor New York, NY 10004 Attn: Russell Whitley Fax: 716-842-5601 With copy to: Manufactured and Traders Trust Company Corp. Trust Dept. One M&T Plaza, 7th Floor Buffalo, NY 14203 Bank One, N.A. Indenture: 5-1/4% $150,000,000 Corp. Trust Services Convertible Senior (unsecured) 100 East Broad Street, Sub. Notes due 2009 8th Fl. Columbus, OH 43215 Attn: David Knox Tel: 612-248-6229 Coca Cola Vendor $307,888 Dept. 1138 Attn: A/R Manager San Francisco, CA 94139-3405 Berkeley Farms Vendor $301,754 Dee Humberg Dept. 33405 San Fracisco, CA 94139-3405 Tel: 510-265-8600 McKesson Drug Company Vendor $272,822 Attn: A/R PO Box 78865 Milwaukee, WI 53278-0865 Tel: 800-482-3784 Front End Services Vendor $221,260 Marigold Foods Inc. Vendor $216,878 Pepsi Bottling Group Vendor $197,207 Dr. Pepper Bottling Vendor $195,477 Mission Foods Vendor $189,761 Nucal Foods Vendor $173,103 Pepsi Cola General Vendor $169,710 Bottlers Avaltus Inc. Vendor $131,250 Mickee Foods Corp. Vendor $129,392 Mission Foods Vendor $122,854 Sequoia Beverage Co. Vendor $116,706 Donaghy Sales Vendor $113,272 ----------------------------------------------------------------- [00012] DUNIGAN FUELS' LARGEST UNSECURED CREDITORS ----------------------------------------------------------------- Dunigan Fuels, Inc., discloses that its 20 largest unsecured creditors are: Entity Nature Of Claim Claim Amount ------ --------------- ------------ Manufacturers and Traders Indenture: 10-5/8% $400,000,000 Trust Company Senior Sub. Notes (unsecured) Corp. Trust Dept. 50 Broadway - 7th Floor New York, NY 10004 Attn: Russell Whitley Fax: 716-842-5601 With copy to: Manufactured and Traders Trust Company Corp. Trust Dept. One M&T Plaza, 7th Floor Buffalo, NY 14203 Bankers Trust Company Corp. Indenture: 10-1/8% $355,000,000 Trust and Agency Services Sr Notes due 2008 4 Albany Street -10th Floor NY, NY 10006 Maria Tokarz Tel: 212-454-4219 Manufacturers and Traders Indenture: 9-7/8% $260,000,000 Trust Company Senior Sub. Notes (unsecured) Corp. Trust Dept. due 2012 50 Broadway - 7th Floor New York, NY 10004 Attn: Russell Whitley Fax: 716-842-5601 With copy to: Manufactured and Traders Trust Company Corp. Trust Dept. One M&T Plaza, 7th Floor Buffalo, NY 14203 Manufacturers and Traders Indenture: 9-1/4% $200,000,000 Trust Company Senior Sub. Notes (unsecured) Corp. Trust Dept. due 2010 50 Broadway - 7th Floor New York, NY 10004 Attn: Russell Whitley Fax: 716-842-5601 With copy to: Manufactured and Traders Trust Company Corp. Trust Dept. One M&T Plaza, 7th Floor Buffalo, NY 14203 Bank One, N.A. Indenture: 5-1/4% $150,000,000 Corp. Trust Services Convertible Senior (unsecured) 100 East Broad Street, Sub. Notes due 2009 8th Fl. Columbus, OH 43215 Attn: David Knox Tel: 612-248-6229 Exxon Mobil $823,513 436 Creamery Way #300 Exton, PA 19341 Tel: 918-661-4660 Phillips Petroleum $590,606 PO Box 88 Bartesville, OK 74044 Tel: 281-293-3735 Conoco $507,850 PO Box 2463 Houston, TX 77252 Tel: 281-293-3735 Equilon Enterprises $473,716 PO Box 2463 Houston, TX 77252 Tel: 713-241-8743 Mielke Oil Corp. $369,665 401 13th Ave. NW Little Falls, MN 56345 Tel: 800-592-0004 Santmyer Oil Co. $339,357 PO Box 146 Wooster, OH 44691 Tel: 800-686-4589 Marathon Oil $312,676 3200 Pointe Parkway $200 Norcross, GA 30092 Tel: 770-448-7674 Citgo Petroleum $296,028 PO Box 3758 Tulsa, OK 74102-3758 Tel: 800-423-8434 Premcor Inc. $211,239 Southern Counties $196,292 Transmontaigne Product $193,656 Services Papco $184,537 Placid Refining $130,854 Sinclair Oil Co. $118,696 D&D Oil $112,650 ----------------------------------------------------------------- [00013] SUBSIDIARY DEBTORS' LARGEST UNSECURED CREDITORS ----------------------------------------------------------------- ABCO Food Group, Inc., ABCO Markets, Inc., ABCO Realty, Corp., ASI Office Automation, Inc., C/M Products, Inc., Fleming Foods Management Co., Fleming Transportation Service, Inc., Fleming Supermarkets of Florida, Inc., Food 4 Less Beverage Company, Inc., FuelServ, Inc., General Acceptance Corporation, Marquise Ventures Company, Inc., Progressive Realty, Inc., Retail Investments, Inc., Retail Supermarkets, Inc., and RFS Marketing Services, Inc., disclose that their 5 largest unsecured creditors are: Entity Nature Of Claim Claim Amount ------ --------------- ------------ Manufacturers and Traders Indenture: 10 5/8% $400,000,000 Trust Company Senior Subordinated Corporate Trust Dept. Notes due 2007 (two 50 Broadway - 7th Floor series) New York, NY 10004 Attn: Russell Whitley Fax: 716-842-5601 Bankers Trust Company Indenture: 10 1/8% $355,000,000 Corporate Trust and Agency Senior Notes due Services 2008 4 Albany Street- 10th Floor New York, NY 10006 Attn: Maria Tokarz Tel. No.: 212-454-4219 Manufacturers and Traders Indenture: 9 7/8% $260,000,000 Trust Company Senior Subordinated Corporate Trust Dept. Notes due 2012 50 Broadway - 7th Floor New York, NY 10004 Attn: Russell Whitley Fax: 716-842-5601 Manufacturers and Traders Indenture: 9 1/4% $200,000,000 Trust Company Senior Notes due 2010 Corporate Trust Dept. 50 Broadway - 7th Floor New York, NY 10004 Attn: Russell Whitley Fax: 716-842-5601 Bank One, N.A. Indenture: 5 1/4% $150,000,000 Corporate Trust Services Convertible Senior 100 East Broad Street, Subordinated Notes 8th Floor due 2009 Columbus, OH 43215 Attn: David Knox Tel. No. 614-248-6229 ----------------------------------------------------------------- [00014] ORGANIZATIONAL MEETING WITH US TRUSTEE TO FORM COMMITTEES ----------------------------------------------------------------- Frank J. Perch, III, Esq., the Assistant United States Trustee for Region III stationed in Wilmington, will contact each of the Debtors' largest unsecured creditors to invite them to an organizational meeting for the purpose of forming an official committee of unsecured creditors. To determine the time, date and place for that meeting, contact the U.S. Trustee's office at (302) 573-6491. Creditors interested in serving on a Committee should complete and return a statement indicating their willingness to serve on an official committee. Official creditors' committees, constituted under 11 U.S.C. Sec. 1102, ordinarily consist of the seven largest creditors who are willing to serve on a committee. In some chapter 11 cases, the U.S. Trustee is persuaded to appoint multiple creditors' committees. Official committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtor and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 case to a liquidation proceeding. Immediately following the U.S. Trustee's determinations about how many official committees will be appointed and who will be appointed to each committee, the newly formed committees convene their initial meeting. The first order of business is to listen to the U.S. Trustee explain the powers and duties of the committee as a whole and members' individual responsibilities. The Committee will generally elect a chairman. Thereafter, the Committee typically conducts beauty pageants to select their legal and financial advisors. ----------------------------------------------------------------- [00015] DEBTORS' MOTION TO OBTAIN $50,000,000 OF DIP FINANCING ----------------------------------------------------------------- Fleming Companies, Inc., is the borrower under a Credit Agreement, dated as of June 18, 2002 and twice amended -- according to data provided by http://www.LoanDataSource.com -- with a consortium of lenders led by 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. The Debtors owe approximately $604,000,000 under the Credit Agreement as of the Petition Date. $219,000,000 of that is owed under the revolving loan facility; $239,000,000 is owed on account of a term loan; and $146,000,000 is used to back outstanding letters of credit. The Prepetition Lending Syndicate isn't lending any more money under the Prepetition Credit Agreement. Fleming needs access to fresh working capital to fund on-going post-petition operations. Fleming projects that cash disbursements will exceed cash during the next two weeks: Fleming Companies Cash Forecast For the For the Week Ending Week Ending 04/06/2003 04/13/2003 ----------- ----------- Cash Receipts Wholesale Receipts $83,897,634 $122,825,720 Convenience Receipts 66,522,651 87,816,512 Retail Receipts 23,500,634 29,798,130 Other Receipts 28,000,000 0 ------------ ------------ Total Receipts $201,920,920 $240,440,362 ------------ ------------ Cash Disbursements from Operations Wholesale Purchases $108,767,708 $128,918,788 Convenience Purchases 66,557,472 82,091,692 Payroll & Related Costs 17,540,184 4,870,000 Cigarette Tax Payments 0 2,211,000 Other Tax Payments 189,225 1,112,811 Rent 0 0 Lease Payments 0 11,397,485 Other 13,136,485 9,599,586 ------------ ------------ Total Operations Disbursements $206,191,074 $240,201,362 ------------ ------------ Other Cash Disbursements Vendor Deposits $0 $0 Capital Expenditures 0 0 Restructuring Disbursements 0 0 Professional Fees 0 0 Interest & Financing Costs 172,995 239,000 Other 0 0 ------------ ------------ Total Other Disbursements $172,995 $239,000 ------------ ------------ Total Disbursements $206,364,069 $240,440,362 ------------ ------------ Cash Deficit $4,443,149 $0 ============ ============ To bridge these cash shortfalls, the Debtors inked an agreement with their Pre-Petition Lenders to obtain $50,000,000 in Post- Petition Bridge Financing facility to tide them over until a permanent debtor-in-possession financing facility can be negotiated, documented and put in place. The Post-Petition Bridge Financing Facility provides the Debtors with uninterrupted to cash collateral pledged to secure repayment of all pre-petition borrowings and provides up to $50,000,000 of fresh working capital financing under strict terms and conditions. The $50,000,000 of new financing is secured by superpriority liens on all of the Debtors' otherwise unencumbered assets and the Lenders' liens granted under 11 U.S.C. Sec. 364 may not be surcharged by anyone for any reason and are subject only to a $1,000,000 carve-out for payment of professional fees and fees payable to the U.S. Trustee and Court Clerk. Without the new $50 million of financing, James H.M. Sprayregen, Esq., at Kirkland & Ellis told Judge Walrath at yesterday's hearing in Wilmington, the Debtors will be unable to maintain business relationships with their vendors and suppliers, unable to purchase new inventory, and any reasonable prospect of a reorganization would vanish. Mr. Sprayregen advised Judge Walrath that the Debtors intend to pull a permanent DIP Facility together next week. The $50,000,000 Bridge Facility will expire, by its own terms, on April 18. The Debtors will pay the Lenders Prime plus 2% on what they actually borrow and will pay Deutsche Bank and JPMorganChase a $750,000 Work Fee for the Bridge Facility. At the end of each business day, the Debtors will remit all cash in their possession in excess of $10,000,000 to JPMorganChase to reduce any borrowings under the Bridge Facility. Judge Walrath finds that, indeed, the Debtors have an urgent need for continued financing and that without it the estates will be irreparably harmed. Because the Lenders are willing to make the Bridge Loan and the terms are reasonable at first glance, the Debtors' borrowing request is approved. If any party-in-interest objects to the financing arrangement, they are directed to file and serve an objection without delay and the Court will entertain that objection on an expedited basis. Andrew DeNatale, Esq., at White & Case in New York, and Scott D. Cousins, Esq., and William E. Chipman, Esq., at Greenberg Traurig, LLP, in Wilmington, serve as counsel to the Lenders. * * * Fleming Receives $50 Million Interim Funding Commitment As Bridge to $150 Million DIP Financing Package DALLAS, Texas -- April 2, 2003 -- Fleming Companies, Inc. (NYSE: FLM) announced that in connection with the company's Chapter 11 filing it has received a $50 million interim debtor- in-possession (DIP) financing commitment from its existing lenders as a bridge to a permanent $150 million DIP financing package. "This interim financing represents an important first achievement in our reorganization process," said Peter Willmott, Fleming's Interim President and Chief Executive Officer. "With this financing and the support of our vendors, we can deliver on our commitment to provide Fleming's customers with the goods they need, when they need them. To that end, we are developing, in connection with the permanent DIP facility, a vendor support program that will provide important financial assurances to our trade partners. "We are pleased to have the support of our lenders at this critical time for Fleming. We believe the permanent DIP financing package and vendor support program will provide Fleming with the financing it needs to successfully operate in and exit from Chapter 11. With the anticipated DIP financing package in place and the protection of the court process, we expect to achieve these goals and emerge as a strong competitor." The interim DIP commitment is subject to approval of the Bankruptcy Court, the pledge to the existing lenders of the company's unencumbered assets and other conditions. Under this arrangement, the company will have the right to use cash collateral and the interim DIP prior to the effectiveness of the permanent DIP financing. Fleming and its lenders are in the process of finalizing the permanent $150 million DIP facility which will be subject to a borrowing base. This DIP facility is expected to provide the company with necessary financing throughout the Chapter 11 process. Initial borrowing under this DIP facility would be subject to certain conditions, including the completion of certain due diligence, execution of definitive documentation and receipt of Bankruptcy Court approval. The permanent DIP facility would permit Fleming to establish a vendor support program, including a junior lien on the company's assets in favor of the company's vendors. Participation in the vendor support program, which is subject to Bankruptcy Court approval, would be open to vendors who contractually agree to ship goods on normal trade terms through the pendency of the Chapter 11 proceedings. ----------------------------------------------------------------- [00016] FLEMING SHARES WILL TRADE UNDER FLMIQ TICKER SYMBOL ----------------------------------------------------------------- The New York Stock Exchange suspended trading in Fleming Companies, Inc.'s common stock under the FLM ticker symbol and moved to delist the company's shares from the Big Board. The Companies shares are now trading in the over the counter markets -- see http://www.pinksheets.com -- under the FLMIQ ticker symbol. *** End of Issue No. 1 *** ------------------------------------------------------------------------- Peter A. Chapman peter@bankrupt.com http://bankrupt.com ------------------------------------------------------------------------- Recommended Reading: Professor Stuart Gilson's newest title, "Creating Value Through Corporate Restructuring: Case Studies in Bankruptcies, Buyouts, and Breakups." List Price: $79.95 -- Discounted to $55.96 at http://amazon.com/exec/obidos/ASIN/0471405590/internetbankrupt -------------------------------------------------------------------------