Fleming Companies, Inc.
6301 Waterford Boulevard, P. O. Box 26647
Oklahoma City, OK 73126 (405) 840-7290
Harry L. Winn, Jr.
Executive Vice President
and Chief Financial Officer
April 10, 1997
Mr. Kevin P. Loome
High Yield Analyst
T. Rowe Price
100 E. Pratt Street, 9th Floor
Baltimore, MD 21202
Dear Kevin:
I want to thank you and Joe for your time and interest in
Fleming. Along with my colleagues, John Thompson, vice President and
Treasurer, and Alan McIntyre, Director of Finance, we would like to keep an
open dialogue.
We will be at the Bear Stearns and J. P. Morgan high yield
conferences this year.
Sincerely,
HARRY L. WINN, JR.
Harry L. Winn, Jr.
/lm
cc: John Thompson
Alan McIntyre
The foregoing is filed pursuant to Rule 14a-6(b) and was first furnished to
securityholders on April 10, 1997.
<PAGE>
Fleming Companies, Inc.
6301 Waterford Boulevard, P. O. Box 26647
Oklahoma City, OK 73126 (405) 840-7290
Harry L. Winn, Jr.
Executive Vice President
and Chief Financial Officer
April 10, 1997
Mr. John Healy
Portfolio Manager
Invesco
1315 Peachtree Street, NE, Suite 500
Atlanta, GA 30309
Dear John:
Thanks for organizing a session to listen to the Fleming position
on the pill.
We appreciate your willingness to consider the issue within the
scope of all pertinent aspects and look forward to receiving a vote against
the Teamsters' proposal
Both John Thompson and I appreciate your continued interest in
Fleming.
Sincerely,
HARRY L. WINN, JR.
Harry L. Winn, Jr.
/lm
cc: John Thompson
Alan McIntyre
The foregoing is filed pursuant to Rule 14a-6(b) and was first furnished to
securityholders on April 10, 1997.
<PAGE>
Fleming Companies, Inc.
6301 Waterford Boulevard, P. O. Box 26647
Oklahoma City, OK 73126 (405) 840-7290
Harry L. Winn, Jr.
Executive Vice President
and Chief Financial Officer
April 10, 1997
Mr. Frank Donnelly
Portfolio Manager
Invesco
1315 Peachtree Street, NE, Suite 500
Atlanta, GA 30309
Dear Frank:
I appreciate the time you spent regarding Fleming along with John
and Kevin. Your continued interest in our company is important to our
management.
John Thompson, Vice President and Treasurer, and I look forward
to continued communication.
Sincerely,
HARRY L. WINN, JR.
Harry L. Winn, Jr.
/lm
cc: John Thompson
The foregoing is filed pursuant to Rule 14a-6(b) and was first furnished to
securityholders on April 10, 1997.
<PAGE>
Fleming Companies, Inc.
6301 Waterford Boulevard, P. O. Box 26647
Oklahoma City, OK 73126 (405) 840-7290
Harry L. Winn, Jr.
Executive Vice President
and Chief Financial Officer
April 10, 1997
Mr. Kevin Howard
Analyst
Invesco
1315 Peachtree Street, NE, Suite 500
Atlanta, GA 30309
Dear Kevin:
Thank you for the time you spent regarding Fleming along with
John and Frank. I appreciate your insightful questions during our session.
John Thompson, Vice President - Treasurer, and I look forward to
continued dialogue with you. Please call us if you have any questions.
Sincerely,
HARRY L. WINN, JR.
Harry L. Winn, Jr.
/lm
cc: John Thompson
The foregoing is filed pursuant to Rule 14a-6(b) and was first furnished to
securityholders on April 10, 1997.
<PAGE>
Fleming Companies, Inc.
6301 Waterford Boulevard, P. O. Box 26647
Oklahoma City, OK 73126 (405) 840-7290
Harry L. Winn, Jr.
Executive Vice President
and Chief Financial Officer
April 10, 1997
Mr. Joseph Milano
Associate Analyst
T. Rowe Price
100 E. Pratt Street, 9th Floor
Baltimore, MD 21202
Dear Joe:
Thanks for organizing my visit and for inviting Kevin. We at
Fleming appreciate both the chance to talk with you about the Poison Pill
proxy issue and, as importantly, our strategic direction.
Along with my colleagues, John Thompson and Alan McIntyre,
Director of Finance, we would like to continue the dialogue. Please call
us if you have any questions.
We would appreciate a vote in favor of our Board of Directors'
direction on the pill.
Sincerely,
HARRY L. WINN, JR.
Harry L. Winn, Jr.
/lm
cc: John Thompson
Alan McIntyre
The foregoing is filed pursuant to Rule 14a-6(b) and was first furnished to
securityholders on April 10, 1997.
<PAGE>
Fleming Companies, Inc.
6301 Waterford Boulevard, P. O. Box 26647
Oklahoma City, OK 73126 (405) 840-7290
Harry L. Winn, Jr.
Executive Vice President
and Chief Financial Officer
April 10, l997
Ms. Kathleen B. Gildea
Assistant Vice President
State Street Global Advisors
2 International Place, 34th Floor
Boston, MA 02110
Dear Kathleen:
Thank you for the time that you and Tiziana gave me to discuss
the upcoming vote on the pill issue at our annual meeting.
You did a very good job of making your process and positions
clear to me during the meeting. As you consider this issue, please
consider the economic impact on shareholder value, of the "broad" aspects
of the Teamsters' proposal on our financing ability, as well as the hidden
agenda that can also only impact profits and therefore shareholder value as
well.
Again, thank you for considering our position.
Sincerely,
HARRY L. WINN, JR.
Harry L. Winn, Jr.
/lm
The foregoing is filed pursuant to Rule 14a-6(b) and was first furnished to
securityholders on April 10, 1997.
