FLEMING SAID TO BE WOOING SCRIVNER

ELLIOT ZWIEBACH

OKLAHOMA CITY -- Fleming Cos. here is reportedly in talks to acquire Scrivner Inc., also based here, in a move that would create one of the largest food distribution companies in North America.

Fleming is particularly interested in gaining control of Scrivner's corporate-store base, sources said.

The resulting operation would account for combined sales of $19.1 billion, making it comparable in volume to American Stores Co., Salt Lake City, and larger than Supervalu, Minneapolis, whose 1992 acquisition of Wetterau, Hazelwood, Mo., boosted sales to $17.7 billion last year.

The impetus for the reported discussions may have originated with Franz Haniel & Cie, Scrivner's Duisberg, Germany-based parent company, which reportedly has expressed interest in divesting its U.S. holdings to reinvest in the former East Germany, industry sources told SN.

Fleming officials declined comment last week, and Scrivner officials could not be reached for comment.

If Fleming makes the acquisition, Scrivner -- or its German parent company -- would get 30% of Fleming's stock, industry sources said.

Fleming is currently the nation's second-largest wholesaler, after Supervalu, with 1993 sales of $12.9 billion and 34 distribution centers serving customers in 36 states. Scrivner is No. 3, with sales of $6.2 billion and 19 distribution centers serving customers in 28 states.

About 6.5% of Fleming's volume

(in excess of $800 million) comes from its 72 corporate stores and 33% of Scrivner's volume (about $2 billion) comes from its 170 corporate stores.

In recent months Fleming has emphasized its commitment to expanding its corporate-store base, and the four retail formats that Scrivner operates would certainly fulfill that commitment.

Scrivner's four formats are:

Rainbow Foods, the Minneapolis-based superwarehouse operation.

Festival, a format ranging from 55,000 square feet to 65,000 square feet that is similar to Rainbow and designed for independent operators outside Minneapolis.

Jubilee, an upscale format for independents operating stores of 12,000 square feet to 35,000 square feet that features more service departments plus brighter lighting and decor than the average conventional store.

Jamboree, a similarly contemporary format for independents operating stores under 12,000 square feet.

"Because of the consolidation in the industry the last few years, most wholesalers have ended up with retail stores with hundreds of different names, and that bothers manufacturers," one industry observer told SN.

"What Scrivner did was to develop a handful of more contemporary store names, with more continuity, for retailers all over the country -- to replace 1950s store names like Super Duper and Super Thrift and give those operators a marketing plan and a more regional scope. "That approach has helped manufacturers understand who Scrivner is and attracted more consumers, and that's what Fleming wants -- a series of formats it can plug into its independent store base."

In its 1993 annual report, Fleming said it plans to increase its ownership of company-owned stores, "which offer us better margins and more control of operations."

It currently owns 72 stores -- Baker's Supermarkets, Omaha, Neb.; Fleming Florida Supermarkets, doing business as Wooley's, Boca Raton, Fla.; Megamarkets, Memphis, Tenn., and Sentry and Super Saver stores in the Milwaukee area.