Class action suit filed against Fleming Companies Inc. and its officers and directors alleging misrepresentations and non-disclosures in violation of federal securities laws.

NEW YORK--(BUSINESS WIRE)--April 25, 1996--Plaintiff Gordon Charitable Remainder Trust and others filed a class action in the U.S. District Court for the Western District of Oklahoma (C.A. No. 96-0593-M) on behalf of purchasers of the common stock of Fleming Companies Inc. ("Fleming" or the "Company") during the period November 15, 1993 to March 13, 1996, inclusive (the "Class Period").

The complaint asserts claims for violations of Section 10(b) of the Securities Exchange Act of 1934.

The complaint charges Fleming and certain of its officers and directors with violations of the federal securities laws during the Class Period by, among other things, misrepresenting, or omitting material information, concerning Fleming's business practices and pending litigation. Specifically, the complaint alleges that Fleming failed to disclose the existence of a lawsuit filed in Texas state court in August 1993 entitled David's Supermarkets Inc. v. Fleming Companies Inc., et al. (the "David's Lawsuit"), misrepresented Fleming's exposure in that litigation and its potential adverse impact on Fleming's financial condition, and failed to disclose the business practices that led to the litigation and exposure of Fleming to similar suits from other customers. The David's Lawsuit concerned allegations that Fleming had overcharged David's Supermarkets Inc. ("David's) by fraudulently computing its costs under a cost-plus contract. David's sought damages in excess of $200 million. It is alleged that one of the reasons Fleming failed to disclose this material information was to allow Fleming to complete a $500 million debt offering on favorable terms during the Class Period.

On March 14, 1996, Fleming announced that the jury had returned a verdict in excess of $200 million, which is over five times Fleming's annual net income for 1995. Subsequently, Fleming announced that it would cut its quarterly dividend of $0.30 per share to $0.02 per share in order to meet bank requirements for an appeal bond in the David's Lawsuit. Fleming also announced it would take a $7 million charge against earnings in the first quarter 1996 to cover interest costs on the appeal bond.

Plaintiffs in this action seek to recover damages on behalf of all purchasers of Fleming common stock during the Class Period and is represented by Rabin & Garland, a New York law firm whose practice is devoted to securities and anti-trust class actions. They have recovered hundreds of millions of dollars for defrauded investors and shareholders in courts throughout the United States.

If you are a member of the class described above, you may, not later than sixty days from today, move the court to serve as lead plaintiff, if you so choose. In order to serve as lead plaintiff, however, you must meet certain legal requirements. If you wish to discuss this action or have any questions concerning this notice or your rights or interests with respect to these matters, please contact I. Stephen Rabin or Brian Murray at Rabin & Garland, 275 Madison Avenue, New York, N.Y. 10016, by telephone at [phone], by facsimile transmission at [phone], by e-mail at [e-mail], or by Bloomberg e-mail.

CONTACT: RABIN & GARLAND

212/682-1818