DALLAS, Feb. 22 /PRNewswire/ -- Fleming (NYSE: FLM) announced today that
it intends to offer $300 million of senior notes due 2008 and
$100 million of senior subordinated convertible notes due 2009 (plus an option
granted to the initial purchasers to purchase an additional $15 million of the
convertible notes). The senior notes and the senior subordinated convertible
notes will be guaranteed by all of Fleming's current and future wholly-owned
subsidiaries. The net proceeds from this private placement will be used to
redeem all of Fleming's outstanding $300 million 10.625% senior notes due 2001
and to repay amounts outstanding under its revolving credit facility.
These notes will be offered to qualified institutional buyers under
Rule 144A and to persons outside the United States under Regulation S. The
notes will not be registered under the Securities Act of 1933, as amended, and
unless so registered, may not be offered or sold in the United States except
pursuant to an exemption from or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state
securities laws. This press release shall not constitute an offer to sell or
the solicitation of an offer to buy, nor shall there be any sale of the notes
in any state in which such offer, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws of any such
state.
Fleming is an industry leader in the distribution of consumable goods and
also has a growing presence in operating price impact supermarkets. Through
our distribution group, we distribute products to customers that operate
approximately 3,000 supermarkets, 3000 convenience stores and nearly
1,000 supercenters, discount stores, limited assortment stores, drug stores,
specialty stores and other stores across the United States.
Any statements in this press release that are not historical facts are
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements are
subject to risks and uncertainties, which could cause actual results to differ
from those contained in the forward-looking statements. For a description of
important factors which could cause actual results to differ from those
contained in the forward-looking statements, see the reports and documents
Fleming files from time to time with the Securities and Exchange Commission.
Fleming is under no obligation (and expressly disclaims any such obligation)
to update or alter its forward-looking statements, whether as a result of new
information, future events or otherwise.
CONTACTS:
(Media) Randy Hatcher 972.906.8823
(Investors-Equity) Meredith Anderson 972.906.8592
(Investors-Debt) Alan McIntyre 972.906.8126
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, Alan McIntyre, +1-972-906-8126, all of Fleming
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