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Fleming Commences Registered Exchange Offer on Senior Notes

    DALLAS, July 18 /PRNewswire/ -- Fleming Companies, Inc. (NYSE: FLM)
announced today that it has commenced a registered exchange offer to exchange
$355 million aggregate principal amount of its 10 1/8% Senior Notes due 2008
which have been registered under the Securities Act of 1933, as amended (the
"Exchange Notes") for any and all of its outstanding 10 1/8% Senior Notes due
2008 which have not been registered under the Securities Act (the "Private
Notes").
    The sole purpose of the exchange offer is to fulfill the obligations of
Fleming with respect to the registration of the Private Notes.  Pursuant to a
registration rights agreement entered into by Fleming in connection with the
sale of the Private Notes, Fleming agreed to file with the Securities and
Exchange Commission a registration statement relating to the exchange offer
pursuant to which the Exchange Notes, containing substantially identical terms
to the Private Notes, would be offered in exchange for Private Notes that are
tendered by the holders of those notes.
    Any Private Notes not tendered for exchange in the exchange offer will
remain outstanding and continue to accrue interest, but will not retain any
rights under the registration rights agreement except in limited
circumstances.
    The terms of the exchange offer are contained in an exchange offer
prospectus and related letter of transmittal.  The exchange offer will expire
at 5:00 p.m., New York City time, on August 16, 2001, unless extended (the
"Expiration Date").  Private Notes tendered pursuant to the exchange offer may
be withdrawn at any time prior to the Expiration Date by following the
procedures set forth in the letter of transmittal.
    Requests for assistance or for copies of the exchange offer prospectus and
the related letter of transmittal should be directed to Bankers Trust Company,
the exchange agent, at 800-735-7777.
    This announcement is not an offer to sell any securities or a solicitation
of any offer to buy any securities.  The exchange offer will be made only by
means of a written prospectus.
    Fleming is the industry leader in distribution and has a growing presence
in value retailing.  Fleming's primary business is buying and selling
merchandise.  The company serves approximately 3,000 supermarkets including
more than 700 North American stores of global supermarketer IGA and other
regional banners, 5,000 convenience stores and nearly 1,000 supercenters,
discount, limited assortment, drug, specialty, and other businesses across the
country.  To learn more about Fleming, visit our website at http://www.fleming.com .

     CONTACTS:
     (Media) Randy Hatcher 972.906.8823
     (Investors-Equity) Meredith Anderson 972.906.8592
     (Investors-Debt) Matt Hildreth 972.906.8592


SOURCE Fleming




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Related links:
  • http://www.fleming.com
    CONTACT:
    media, Randy Hatcher, +1-972-906-8823, or
    investors-equity, Meredith Anderson, +1-972-906-8592, or
    investors-debt, Matt Hildreth, +1-972-906-8592, all of Fleming