Dallas-based distribution giant Fleming Companies has completed its offer to exchange any and all of its outstanding 10-5/8% Series B Senior Subordinated Notes due 2007 and 10-5/8% Series C Senior Subordinated Notes due 2007 (together, Old Notes) for 10-5/8% Senior Subordinated Notes due 2007 that have been registered under the Securities Act of 1933, as amended.

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Of the US$250m Series B Senior Subordinated Notes, US$242,424,000 were tendered and US$49,041,000 were represented by notices of guaranteed delivery. Of the US$150m Series C Senior Subordinated Notes, US$149,050,000 were tendered and US$11,930,000 were represented by notices of guaranteed delivery.


The exchange offer was made solely by means of a written prospectus dated 15 March 2002.

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