-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OXdZsfGEuBa9X0Hj4UF5pkOhnifvbFwaF4q7hhJCtTJQhag++RSgvMkf6nvGiLLa ZgswFQlY7RprltM8Bhhwjg== /in/edgar/work/20000706/0000909334-00-000086/0000909334-00-000086.txt : 20000920 0000909334-00-000086.hdr.sgml : 20000920 ACCESSION NUMBER: 0000909334-00-000086 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991225 FILED AS OF DATE: 20000706 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEMING COMPANIES INC /OK/ CENTRAL INDEX KEY: 0000352949 STANDARD INDUSTRIAL CLASSIFICATION: [5141 ] IRS NUMBER: 480222760 STATE OF INCORPORATION: OK FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-08140 FILM NUMBER: 668305 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73216-0647 11-K 1 0001.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) of the SECURITIES EXCHANGE ACT OF 1934 (Mark One) [X] Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 24, 1999 Or [ ] Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the transition period from ____________ to ____________ Commission file number 001-08140 FLEMING COMPANIES, INC. MATCHING 401(k) PLAN (formerly known as the Consolidated Savings Plus and Stock Ownership Plan for Fleming Companies, Inc. and Its Subsidiaries) 1945 Lakepointe Drive P.O. Box 299013 Lewisville, Texas 75029 Full title of the plan and the address of the plan, if different from that of the issuer named below. FLEMING COMPANIES, INC. 1945 Lakepointe Drive P.O. Box 299013 Lewisville, Texas 75029 Name of issuer of the securities held pursuant to the plan and the address of its principal executive office FLEMING COMPANIES, INC. MATCHING 401(k) PLAN (formerly known as the Consolidated Savings Plus and Stock Ownership Plan for Fleming Companies, Inc. and Its Subsidiaries) Financial Statements for the Years Ended December 24, 1999 and December 26, 1998, Independent Auditors' Report, and Supplemental Schedule for the Year Ended December 24, 1999 FLEMING COMPANIES, INC. MATCHING 401(k) PLAN (formerly known as the Consolidated Savings Plus and Stock Ownership Plan for Fleming Companies, Inc. and Its Subsidiaries) TABLE OF CONTENTS - ------------------------------------------------------------------- Page INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS: Statements of Net Assets Available for Benefits, December 24, 1999 and December 26, 1998 2 Statement of Changes in Net Assets Available for Benefits, Year Ended December 24, 1999 3 Notes to Financial Statements, Year Ended December 24, 1999 4 SUPPLEMENTAL SCHEDULES: Schedule of Assets Held for Investment Purposes at Year End, December 24, 1999 10 SCHEDULES OMITTED: Schedules not listed above are omitted because of the absence of conditions under which they are required. INDEPENDENT AUDITORS' REPORT To the Plan Participants of the Fleming Companies, Inc. Matching 401(k) Plan: We have audited the accompanying statements of net assets available for benefits of the Fleming Companies, Inc. Matching 401(k) Plan (formerly known as the Consolidated Savings Plus and Stock Ownership Plan for Fleming Companies, Inc. and Its Subsidiaries) (the "Plan") as of December 24, 1999 and December 26, 1998, and the related statement of changes in net assets available for benefits for the year ended December 24, 1999. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 24, 1999 and December 26, 1998, and the changes in net assets available for benefits for the year ended December 24, 1999, in conformity with accounting principles generally accepted in the United States of America. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes at December 24, 1999 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. Such supplemental schedule has been subjected to the auditing procedures applied in our audit of the basic 1999 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic 1999 financial statements taken as a whole. DELOITTE & TOUCHE LLP Oklahoma City, Oklahoma June 29, 2000 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 24, December 26, ASSETS 1999 1998 --------------- --------------- INVESTMENTS (See Note 4) $ 422,240,552 $ 370,097,803 RECEIVABLES AND OTHER ASSETS: Cash 95,606 67,920 Participants' contributions receivable 205,936 177,715 Accrued interest and dividends receivable 672 177 --------------- --------------- Total receivables and other asset 302,214 245,812 --------------- --------------- Total assets 422,542,766 370,343,615 --------------- --------------- LIABILITIES: Loan obligation - 2,048,546 Accrued expenses and other liabilities 38,491 75 --------------- -------------- Total liabilities 38,491 2,048,621 --------------- -------------- NET ASSETS AVAILABLE FOR BENEFITS $ 422,504,275 $ 368,294,994 =============== ==============
See notes to financial statements.
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 24, 1999 NET ASSETS AVAILABLE FOR BENEFITS, beginning of year $ 368,294,994 -------------- ADDITIONS: Contributions: Company 2,106,757 Participants 23,467,742 Transfers from other benefit plans 4,347,968 Interest and dividend income 31,540,696 Net appreciation in fair value of investments (Note 4) 35,878,960 -------------- Total additions 97,342,123 -------------- DEDUCTIONS: Distributions to participants 42,931,610 Interest expense 63,855 Administrative expenses 137,377 -------------- Total deductions 43,132,842 -------------- NET INCREASE 54,209,281 -------------- NET ASSETS AVAILABLE FOR BENEFITS, end of year $ 422,504,275 ==============
See notes to financial statements. NOTES TO FINANCIAL STATEMENTS YEAR ENDED DECEMBER 24, 1999 1. THE PLAN The following description of the Fleming Companies, Inc. Matching 401(k) Plan (formerly known as the Consolidated Savings Plus and Stock Ownership Plan for Fleming Companies, Inc. and Its Subsidiaries) (the "Plan") provides only general information. Participants should refer to the Plan Agreement for a more complete description of the Plan's provisions. Effective December 24, 1999, the Plan sponsor renamed the Plan to the Fleming Matching 401(k) Plan and changed the plan document. Under the new plan, the Company also increased the matching contribution percentages for all subsequent periods. The Plan, established in 1980, and amended and restated at various times, is a contributory, defined contribution plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Plan is designed to provide retirement benefits to eligible associates of Fleming Companies, Inc. and Its Subsidiaries (the "Company"). Associates are eligible to participate in the Plan after achieving one year of service and 21 years of age or participation in a prior plan. During 1989, the Plan purchased 640,000 shares of the Company's common stock, in connection with the Fleming Stock Ownership ("FSOP") feature of the Plan, using proceeds from a $20 million long-term bank loan agreement guaranteed by the Company. This Fleming Stock Fund invests in fund units made up of the Company's common stock and a small percentage of short-term investments. In 1994, the bank loan was paid in full by the Company. The Plan entered into a note with the Company under the same terms as the bank loan. The note was due and paid September 1, 1999, and the interest rate was variable. The Company stock purchased by the loan proceeds was pledged as collateral on the loan. Debt service requirements were met through Company contributions and dividend income on the purchased shares. As principal on the loan was paid, an equal percentage of the stock balance, at original cost, was released from collateral on the loan and allocated to participants based on their contributions to the Plan as described below. At year end 1999 and 1998, the market value of unallocated assets was $676,020 and $1,525,228, respectively. In accordance with Plan provisions, allocation of assets is performed in the year following loan payment. Contributions by the Company are made at the discretion of the Company's Board of Directors but may not exceed the amount deductible for federal income tax purposes. Company contributions are made to the Plan from profits of the Company, unless the contribution is to be used for debt service. In addition to Company contributions, each participant may make deferral of compensation contributions in accordance with the provisions of Internal Revenue Code Section 401(k) of at least 1% but no more than 15% of the participant's compensation subject to certain limitations. Participant accounts are 100% vested. The S.M. Flickinger 401(k) Plan ("Flickinger") was merged into the Plan on July 1, 1999. Based on the approved dates for merger with Flickinger, the Plan recognized a transfer of net assets at fair value of $4,347,968. Separate accounts are maintained for each participant. Accounts are classified as follows: a. Accounts attributable to Company contributions and related investment earnings. b. Accounts attributable to contributions under Section 401(k) of the Internal Revenue Code and related investment earnings. c. Accounts attributable to contributions by participants on an after-tax basis and related investment earnings. The Plan, with certain limitations, may make loans to participants or beneficiaries with an interest rate which is established by the Company's Retirement Committee. At December 24, 1999, the interest rates ranged from 7.0% to 10.5%. A loan from the Plan will be made for up to 50% of the participant's account balance and all interest payments made under the terms of the loan will be credited to the participant's account and not considered general earnings of the Plan. Participants' loans are repaid monthly through payroll deductions. Benefits of the Plan are payable upon reaching normal retirement, early retirement, termination, or in the event of death or disability. The normal form of benefit payment is either a lump sum or periodic installment. Participants may direct their contributions into 17 investment funds. Participants should refer to the information provided by Fidelity Management Trust Company for a complete description of the investment options. Trustees for the Plan are Wachovia Bank, N.A., Bank of Oklahoma Trust Company, Banker's Trust Company, and Fidelity Management Trust Company. The trustees also serve as custodians of the Plan's investments. The Plan provides for the appointment of, and the Company has, a committee responsible for Plan administration. 2. SIGNIFICANT ACCOUNTING POLICIES For 1999 and all subsequent years, the Plan's fiscal year ends on the Friday before the last Saturday in December. For all years prior to 1999, the Plan's fiscal year end was the last Saturday in December. The financial statements of the Plan are presented on the accrual basis of accounting using accounting principles generally accepted in the United States of America. All investments, except for investment contracts that are valued at contract value as discussed in Note 6, are stated at fair value as determined by the trustees. Investments in equity funds are stated at net asset value as determined by the trustees based on the closing market prices of the underlying investments held. Administrative expenses for services provided to the Plan are paid by the Plan. The short-term funds classified as segregated assets represent assets held by the Plan for retired participants who have elected to receive installment payments for up to 10 years. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards Number 133 (SFAS 133) "Accounting for Derivative Instruments and Hedging Activities." This statement, which is required to be adopted for annual periods beginning after June 15, 2000, establishes standards for recognition and measurement of derivative and hedging activities. The Plan has not yet determined the financial statement impact, if any of SFAS 133. SOP 99-3 - On September 15, 1999 the Accounting Standards Executive Committee issued Statement of Position 99-3 (SOP 99-3) which simplifies disclosures for certain investments held by a defined contribution plan. The statement eliminates the previous requirement for a defined contribution plan to present plan investments by general type for participant-directed investments in the statement of net assets available for benefits. The statement also eliminates the requirement for a defined contribution plan to disclose participant-directed investment programs and eliminates the requirement to disclose per-unit information for plans that assign units to participants. The SOP provides for additional disclosures for nonparticipant- directed investments including specific identification of non- participant-directed investments in excess of five percent of net assets available for benefits. The plan must also disclose non- participant-directed investments by general type and the significant components of the changes in net assets relating to the nonparticipant- directed investments. As a result of adopting SOP 99-3, comparative amounts in the December 31, 1998 financial statments have been reclassified to conform to the current year disclosure requirements. 3. PLAN TERMINATION Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, all Plan assets, except those required to meet necessary expenses incurred during the termination period, will be distributed on a pro rata basis based on participants' account balances. Upon Plan termination all Company contributions would become 100% vested. 4. INVESTMENTS The Plan's investments are held by three bank- administered trust funds and Fidelity Management Trust Co. Investments that represent five percent or more of Plan assets in either year are separately identified. The current value amounts shown below are based on year- end closing market prices. As a result of current market conditions, such values may have declined significantly.
December 24, 1999 December 26, 1998 ---------------------------------- ------------------------------------ Statement of Number of Number of Net Assets Shares or Shares or Available Principal Current Principal Current For Benefits: Amount Cost Value Amount Cost Value ------------- --------- ---- ------- --------- ---- -------- Fidelity Investments: Fidelity Contrafund 566,930 $ 27,726,770 $ 34,027,110 541,491 $ 24,421,431 $ 30,751,277 Equity Income Fund 409,552 18,847,876 21,902,825 464,565 20,460,898 25,806,563 Interest Income Fund 18,590,926 18,590,926 18,590,926 19,648,030 19,648,030 19,648,030 Janus Twenty Fund 563,113 32,017,864 46,980,520 290,902 12,155,368 15,505,066 Magellan Fund 1,010,575 92,034,610 138,074,842 988,004 82,647,819 119,370,640 Puritan Fund 2,225,655 39,654,978 42,354,206 2,463,799 43,300,887 49,448,446 Retirement Money Market Fund 44,533,783 44,533,783 44,533,783 41,555,697 41,555,697 41,555,697 Other 44,411,329 53,038,459 42,753,623 45,622,661 ------------ ------------ ------------ ------------ 317,818,136 399,502,671 286,943,753 347,708,380 Corporate common and preferred stocks: Fleming Companies, Inc. 28,252,363 14,309,205 28,290,003 12,862,632 Other - - 285,726 285,726 ------------ ------------ ------------ ------------ 28,252,363 14,309,205 28,575,729 13,148,358 Limited partnerships 1,423,913 1,271,926 1,506,213 1,345,115 Participant loans 7,135,737 7,135,737 7,631,654 7,631,654 Short-term funds 21,013 21,013 21,013 264,296 264,296 264,296 ------------ ------------ ------------ ------------ 7,156,750 7,156,750 7,895,950 7,895,950 $422,240,552 $370,097,803 ============ ============ Accrued interest and dividends receivable $672 $177 ==== ====
Year Ended Statements of Changes in December 24, Net Assets Available for Benefits: 1999 Interest and dividend income $ 31,540,696 ============ Appreciation (depreciation) in fair value of investments: Fidelity Investments $ 35,681,718 Corporate common and preferred stocks (447,466) Corporate obligations 644,708 ------------ $ 35,878,960 ============
5. NONPARTICIPANT-DIRECTED INVESTMENTS Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant- directed investments is as follows:
December 24, December 26, 1999 1998 ------------ ------------ NET ASSETS: Corporate common and preferred stocks $ 4,816,413 $ 5,516,754 Limited partnerships 1,271,926 1,345,115 Short-term funds 21,013 264,301 Cash 166 1,415 Loan obligation - (2,048,546) Accrued expenses and other liabilities (13,543) - ----------- ----------- $ 6,095,975 $ 5,079,039 =========== ===========
Year Ended December 24, 1999 ------------ CHANGES IN NET ASSETS: Contributions $ 2,106,757 Interest and dividend income 51,412 Net appreciation 197,242 DISTRIBUTIONS TO PARTICIPANTS (1,255,805) INTEREST EXPENSE (63,855) ADMINISTRATIVE EXPENSES (18,815) ----------- $ 1,016,936 ===========
6. INVESTMENT CONTRACT WITH INSURANCE COMPANY In 1995, the Plan entered into an investment contract with Principal Life Insurance Co. ("Principal"). Principal maintains the contributions in a pooled account. The account is credited with earnings on the underlying investments and charged for Plan withdrawals and administrative expenses. The contract is included in the financial statements as part of the Plan's Interest Income Fund administered by Fidelity. The remaining portion of the Fidelity Interest Income Fund consists of a money market fund. The contract is included in the financial statements at contract value (which represents contributions made under the contract, plus earnings, less withdrawals and administrative expenses), because it is fully benefit responsive. There are no reserves against contract value for credit risk of the contract issuer or other issues that could affect realizability of the contract value. The fair value of the investment contract at December 24, 1999 and December 26, 1998, was $7,845,631 and $19,069,637, respectively. The average yield and crediting interest rates were approximately 7.5% for 1999 and 1998. 7. DISTRIBUTIONS PAYABLE There were no distributions requested in 1999 and 1998 but not paid until the subsequent year. 8. TAX STATUS The Internal Revenue Service has determined and informed the Company in a letter dated May 27, 1993, that the Plan, as amended, meets the requirements of Section 401(a) of the Internal Revenue Code and is tax-exempt under Section 501(a) of the Code. The Company believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, the Company believes that the Plan was qualified and the related trust was tax- exempt as of the financial statement date; and no provision for income taxes has been included in the Plan's financial statements. 9. PARTIES-IN-INTEREST TRANSACTIONS The Plan invests in funds managed by Wachovia Bank, N.A., Bank of Oklahoma Trust Company, and Fidelity Management Trust Company, the Plan's trustees. Investment management fees for 1999 and 1998 were $294 and $9,905, respectively. While the majority of administrative expenses are paid by the Plan, an insignificant portion is paid by the Company. 10. REFUNDS The Plan approved refunds of $144,202 and $95,883 of excess contributions to highly compensated members in 1999 and 1998, respectively. Refunds were necessary in order to satisfy the actual deferral percentage limitation, the actual contribution percentage limitation, and multiple use test under IRC Section 401(m) for the years ended December 24, 1999 and December 26, 1998. The IRC requires these refunds be made prior to the end of the following year. These refunds were made within the first two and one-half months after the respective year ends. 11. SUBSEQUENT EVENTS Subsequent to year end, the Plan sponsor merged into the assets of the Plan the ABCO Markets, Inc. 401(k) Plan, Baker's Supermarkets Profit Sharing Thrift Plan, Turicik Foods 401(k) Plan, and University Foods 401(k) Plan. Net assets of $55,026,035 were transferred on various dates starting in April 2000. * * * * * *
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT YEAR END DECEMBER 24, 1999 Current Description of Investment Units Cost Value ------------------------- ------- ------------ ------------ * Fidelity Investments: Asset Manager 197,400 $ 3,342,680 $ 3,628,205 Asset Manager - Growth 306,251 5,282,283 6,023,950 Asset Manager - Income 78,925 936,007 961,305 Fidelity Contrafund 566,930 27,726,770 34,027,110 Equity Income Fund 409,552 18,847,876 21,902,825 Intermediate Bonds Fund 1,221,960 12,432,419 11,926,329 Interest Income Fund 18,590,926 18,590,926 18,590,926 Magellan Fund 1,010,575 92,034,610 138,074,842 Overseas Fund 216,501 6,885,567 10,394,219 Puritan Fund 2,225,655 39,654,978 42,354,206 Low Priced Stock 69,190 1,682,052 1,566,459 Spartan US EQ Index 140,840 5,885,891 7,336,366 Janus Worldwide 128,670 6,653,774 9,834,270 Janus Twenty Fund 563,113 32,017,864 46,980,520 PIMCO High Yield ADM 69,627 783,316 743,616 Templeton Dev Mkts A 39,948 527,186 623,586 MGD INC PORT 154 154 154 Retirement Money Market Fund 44,533,783 44,533,783 44,533,783 ------------ ------------ Total Fidelity Investments 317,818,136 399,502,671 ------------ ------------ Limited Partnerships 133,466 1,423,913 1,271,926 ------------ ------------ Corporate Common and Preferred Stocks: * Fleming Companies, Inc. - 401(k) 926,126 13,568,807 9,492,792 * Fleming Companies, Inc. - ESOP 469,894 14,683,556 4,816,413 ------------ ------------ Total corporate common and preferred stocks 28,252,363 14,309,205 ------------ ------------ Short-Term Funds - Unsegregated: * Bank of Oklahoma American Performance Cash Management Fund, 21,013 units 21,013 21,013 ------------ ------------ Participant Loans 7,135,737 7,135,737 ------------ ------------ TOTAL $354,651,162 $422,240,552 ============ ============ * Party-in-Interest. Participant loans, 7.0% to 10.5%, maturing January 1999 through November 2008.
The following exhibit has been filed as part of this Form 11-K, and is incorporated herein by reference: Exhibit No. Description - ----------- ----------- 23.1 Consent of Deloitte & Touche, LLP SIGNATURES FLEMING COMPANIES, INC. MATCHING 401(k) PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. FLEMING COMPANIES, INC. MATCHING 401(k) PLAN By: FLEMING COMPANIES, INC., Issuer Date: July 6, 2000 By KEVIN TWOMEY Kevin Twomey Senior Vice President Finance and Controller EXHIBIT INDEX Exhibit No. Description Method of Filing - ----------- ----------- ---------------- 23.1 Consent of Deloitte & Touche Filed herewith electronically EX-23 2 0002.txt Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 333-89375 (Fleming Companies, Inc. Matching 401(k) Plan) (formerly known as the Consolidated Savings Plus and Stock Ownership Plan for Fleming Companies, Inc. and Its Subsidiaries) on Form S-8 of our report dated June 29, 2000, on the financial statements of the Fleming Companies, Inc. Matching 401(k) Plan for the year ended December 24, 1999 appearing in this Form 11-K of Fleming Companies, Inc. DELOITTE & TOUCHE LLP Oklahoma City, Oklahoma July 6, 2000 -----END PRIVACY-ENHANCED MESSAGE-----