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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Fleming Companies Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
339130106
(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1
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CUSIP No. 339130106 13G Page 2
(1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
Barclays Bank PLC
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
Number of Shares (5) SOLE VOTING POWER
Beneficially Owned 0
by Each Reporting (6) SHARED VOTING POWER
Person With 0
(7) SOLE DISPOSITIVE POWER
0
(8) SHARED DISPOSITIVE POWER
0
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
(12) TYPE OF REPORTING PERSON*
BK
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 339130106 13G Page 2A
(1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
Barclays Funds Limited
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
Number of Shares (5) SOLE VOTING POWER
Beneficially Owned 0
by Each Reporting (6) SHARED VOTING POWER
Person With 0
(7) SOLE DISPOSITIVE POWER
0
(8) SHARED DISPOSITIVE POWER
0
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
(12) TYPE OF REPORTING PERSON*
BK
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 339130106 13G Page 2B
(1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
Barclays Global Investors, LTD.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
Number of Shares (5) SOLE VOTING POWER
Beneficially Owned 0
by Each Reporting (6) SHARED VOTING POWER
Person With 0
(7) SOLE DISPOSITIVE POWER
0
(8) SHARED DISPOSITIVE POWER
0
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
(12) TYPE OF REPORTING PERSON*
BK
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 339130106 13G Page 2C
(1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
Barclays Trust and Banking Company (Japan) Ltd.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
Number of Shares (5) SOLE VOTING POWER
Beneficially Owned 0
by Each Reporting (6) SHARED VOTING POWER
Person With 0
(7) SOLE DISPOSITIVE POWER
0
(8) SHARED DISPOSITIVE POWER
0
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
(12) TYPE OF REPORTING PERSON*
BK
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 339130106 13G Page 2D
(1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
Barclays Global Investors, N.A., 943112180
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
Number of Shares (5) SOLE VOTING POWER
Beneficially Owned 1,726,687
by Each Reporting (6) SHARED VOTING POWER
Person With 0
(7) SOLE DISPOSITIVE POWER
1,913,149
(8) SHARED DISPOSITIVE POWER
0
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,913,149
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.9%
(12) TYPE OF REPORTING PERSON*
BK
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 339130106 13G Page 2E
(1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
Barclays Global Fund Advisors
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
Number of Shares (5) SOLE VOTING POWER
Beneficially Owned 22,270
by Each Reporting (6) SHARED VOTING POWER
Person With 0
(7) SOLE DISPOSITIVE POWER
22,270
(8) SHARED DISPOSITIVE POWER
0
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,270
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
(12) TYPE OF REPORTING PERSON*
BK
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 3
ITEM 1(A). NAME OF ISSUER
Fleming Companies Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
6301 Waterford Blvd
Oklahoma City, OK 73126-0647
ITEM 2(A). NAME OF PERSON(S) FILING
Barclays Bank, PLC
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
54 Lombard Street
London England EC3P 3AH
ITEM 2(C). CITIZENSHIP
United Kingdom
ITEM 2(D). TITLE OF CLASS OF SECURITIES
Common Stock
ITEM 2(E). CUSIP NUMBER
339130106
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A
(a) // Broker or Dealer registered under Section 15 of the Act
(b) // Bank as defined in section 3(a) (6) of the Act
X
(c) // Insurance Company as defined in section 3(a) (19) of the Act
(d) // Investment Company registered under section 8 of the Investment Company
Act
(e) // Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) // Employee Benefit Plan, Pension Fund which is subject to the provisions of
the Employee Retirement Income Security Act of 1974 or Endowment Fund;
see Rule 13d-1(b)(1)(ii)(F)
(g) // Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G)
(Note:See Item 7)
(h) // Group, in accordance with Rule 13d-1(b)(1)(ii)(H)
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Page 3A
ITEM 1(A). NAME OF ISSUER
Fleming Companies Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
6301 Waterford Blvd.
Oklahoma City, OK 73126-0647
ITEM 2(A). NAME OF PERSON(S) FILING
Barclays Funds Limited
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
Gredley House, 11 The Broadway
Statford, England E15 4BJ
ITEM 2(C). CITIZENSHIP
United Kingdom
ITEM 2(D). TITLE OF CLASS OF SECURITIES
Common Stock
ITEM 2(E). CUSIP NUMBER
339130106
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A
(a) // Broker or Dealer registered under Section 15 of the Act
(b) // Bank as defined in section 3(a) (6) of the Act
X
(c) // Insurance Company as defined in section 3(a) (19) of the Act
(d) // Investment Company registered under section 8 of the Investment Company
Act
(e) // Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) // Employee Benefit Plan, Pension Fund which is subject to the provisions of
the Employee Retirement Income Security Act of 1974 or Endowment Fund;
see Rule 13d-1(b)(1)(ii)(F)
(g) // Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G)
(Note:See Item 7)
(h) // Group, in accordance with Rule 13d-1(b)(1)(ii)(H)
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Page 3B
ITEM 1(A). NAME OF ISSUER
Fleming Companies Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
6301 Waterford Blvd
Oklahoma City, OK 73126-0647
ITEM 2(A). NAME OF PERSON(S) FILING
Barclays Global Investors, LTD
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
Murray House, 1 Royal Mint Court
London, EC3 NHH
ITEM 2(C). CITIZENSHIP
United Kingdom
ITEM 2(D). TITLE OF CLASS OF SECURITIES
Common Stock
ITEM 2(E). CUSIP NUMBER
339130106
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A
(a) // Broker or Dealer registered under Section 15 of the Act
(b) // Bank as defined in section 3(a) (6) of the Act
X
(c) // Insurance Company as defined in section 3(a) (19) of the Act
(d) // Investment Company registered under section 8 of the Investment Company
Act
(e) // Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) // Employee Benefit Plan, Pension Fund which is subject to the provisions of
the Employee Retirement Income Security Act of 1974 or Endowment Fund;
see Rule 13d-1(b)(1)(ii)(F)
(g) // Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G)
(Note:See Item 7)
(h) // Group, in accordance with Rule 13d-1(b)(1)(ii)(H)
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Page 3C
ITEM 1(A). NAME OF ISSUER
Fleming Companies Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
6301 Waterford Blvd
Oklahoma City, OK 73126-0647
ITEM 2(A). NAME OF PERSON(S) FILING
Barclays Trust and Banking Company (Japan) Ltd.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
8th Floor, Ebisu Prime Square Tower
1-1-39 Hiroo, Shibuya-Ku
Tokyo Japan 150-0012
ITEM 2(C). CITIZENSHIP
Japan
ITEM 2(D). TITLE OF CLASS OF SECURITIES
Common Stock
ITEM 2(E). CUSIP NUMBER
339130106
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A
(a) // Broker or Dealer registered under Section 15 of the Act
(b) // Bank as defined in section 3(a) (6) of the Act
X
(c) // Insurance Company as defined in section 3(a) (19) of the Act
(d) // Investment Company registered under section 8 of the Investment Company
Act
(e) // Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) // Employee Benefit Plan, Pension Fund which is subject to the provisions of
the Employee Retirement Income Security Act of 1974 or Endowment Fund;
see Rule 13d-1(b)(1)(ii)(F)
(g) // Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G)
(Note:See Item 7)
(h) // Group, in accordance with Rule 13d-1(b) (1) (ii) (H)
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Page 3D
ITEM 1(A). NAME OF ISSUER
Fleming Companies Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
6301 Waterford Blvd
Oklahoma City, OK 73126-0647
ITEM 2(A). NAME OF PERSON(S) FILING
Barclays Global Investors, N.A.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
45 Fremont Street
San Francisco, CA 94105
ITEM 2(C). CITIZENSHIP
U.S.A
ITEM 2(D). TITLE OF CLASS OF SECURITIES
Common Stock
ITEM 2(E). CUSIP NUMBER
339130106
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A
(a) // Broker or Dealer registered under Section 15 of the Act
(b) // Bank as defined in section 3(a) (6) of the Act
X
(c) // Insurance Company as defined in section 3(a) (19) of the Act
(d) // Investment Company registered under section 8 of the Investment Company
Act
(e) // Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) // Employee Benefit Plan, Pension Fund which is subject to the provisions of
the Employee Retirement Income Security Act of 1974 or Endowment Fund;
see Rule 13d-1(b)(1)(ii)(F)
(g) // Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G)
(Note:See Item 7)
(h) // Group, in accordance with Rule 13d-1(b)(1)(ii)(H)
<PAGE>
Page 3E
ITEM 1(A). NAME OF ISSUER
Fleming Companies Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
6301 Waterford Blvd
Oklahoma City, OK 73126-0647
ITEM 2(A). NAME OF PERSON(S) FILING
Barclays Global Fund Advisors
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
45 Fremont Street
San Francisco, CA 94105
ITEM 2(C). CITIZENSHIP
U.S.A
ITEM 2(D). TITLE OF CLASS OF SECURITIES
Common Stock
ITEM 2(E). CUSIP NUMBER
339130106
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A
(a) // Broker or Dealer registered under Section 15 of the Act
(b) // Bank as defined in section 3(a) (6) of the Act
X
(c) // Insurance Company as defined in section 3(a) (19) of the Act
(d) // Investment Company registered under section 8 of the Investment Company
Act
(e) // Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) // Employee Benefit Plan, Pension Fund which is subject to the provisions of
the Employee Retirement Income Security Act of 1974 or Endowment Fund;
see Rule 13d-1(b)(1)(ii)(F)
(g) // Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G)
(Note:See Item 7)
(h) // Group, in accordance with Rule 13d-1(b)(1)(ii)(H)
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Page 4
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned: 1,935,419
(b) Percent of Class: 4.9%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
1,748,957
(ii) shared power to vote or to direct the vote
0
(iii) sole power to dispose or to direct the disposition of
1,935,419
(iv) shared power to dispose or to direct the disposition of
0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
if this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following.
/X/
Not applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
The shares reported are held by the company in trust accounts
for the economic benefit of the beneficiaries of those
accounts. See also Items 2(a) above.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable
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Page 5
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of
such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
June 10, 2000
Vivien Lin
Manager of Compliance
