Dallas-based distribution giant Fleming announced today [Monday] that it has commenced a registered exchange offer in order to exchange:


(a) any and all of its outstanding 10-5/8% Series C Senior Subordinated Notes due 2007, which have not been registered under the Securities Act (Private Notes), and


(b) any and all of its outstanding 10-5/8% Series B Subordinated Notes due 2007 (Series B Notes), for US$400m aggregate principal amount of its 10-5/8% Senior Subordinated Notes due 2007, which have been registered under the Securities Act of 1933, as amended (Exchange Notes).


Fleming is offering to exchange both the Private Notes and the Series B Notes to create a single series of debt securities having a total outstanding principal amount that is the combination of the Private Notes and the Series B 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.

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The terms of the exchange offer are contained in an exchange offer prospectus and related letter of transmittal. The exchange offer will expire at 5:00pm, New York City time, on 15 April 2002, unless extended. Private Notes and Series B Notes tendered pursuant to the exchange offer may be withdrawn at any time prior to the Expiration Date by following the procedures set forth in the letter of transmittal.

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