11-K 1 flm11k2000.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 29, 2000 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 FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FLEMING COMPANIES, INC. MATCHING 401(k) PLAN December 29, 2000 and December 24, 1999 TABLE OF CONTENTS Reports of Independent Certified Public Accountants 3 Financial Statements Statements of Net Assets Available for Benefits, December 29, 2000 and December 24, 1999 5 Statement of Changes in Net Assets Available for Benefits, December 29, 2000 6 Notes to Financial Statements 7 Supplemental Schedule Schedule of Assets Held for Investment Purposes as of December 29, 2000 13 REPORTS OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Plan Sponsor and Trustee Fleming Companies, Inc. Matching 401(k) Plan We have audited the accompanying statement of net assets available for benefits of Fleming Companies, Inc. Matching 401(k) Plan, as of December 29, 2000, and the related statement of changes in net assets available for benefits for the year then ended. 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 audit. We conducted our audit 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 audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Fleming Companies, Inc. Matching 401(k) Plan, as of December 29, 2000, and the changes in net assets available for benefits for the year then ended in conformity with accounting principles generally accepted in the United States of America. Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole as of and for the year ended December 29, 2000. The supplemental schedule of assets held for investment purposes is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplemental information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. Such supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. GRANT THORNTON LLP Oklahoma City, Oklahoma May 31, 2001 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To the Plan Participants 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) We have audited the accompanying statement 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. This financial statement is the responsibility of the Plan's management. Our responsibility is to express an opinion on this 1999 financial statement based on our audit. We conducted our audit 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 audit provides a reasonable basis for our opinion. In our opinion, the financial statement referred to above presents fairly, in all material respects, the net assets available for benefits of the Plan as of December 24, 1999, in conformity with accounting principles generally accepted in the United States of America. DELOITTE & TOUCHE LLP Oklahoma City, Oklahoma June 29, 2000 Fleming Companies, Inc. Matching 401(k) Plan STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 29, December 24, 2000 1999 ---- ---- ASSETS Investments $443,779,990 $422,240,552 Receivables Participant contributions 264,817 205,936 Employer contributions 7,766,633 - Accrued interest and dividends 30,254 672 ------------ ------------ 8,061,704 206,608 Cash 204,465 95,606 ------------ ------------ Total assets 452,046,159 422,542,766 LIABILITIES Accrued expenses 2,428 38,491 ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $452,043,731 $422,504,275 ============ ============
The accompanying notes are an integral part of these statements. Fleming Companies, Inc. Matching 401(k) Plan STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 29, 2000 Additions Employer contributions $ 7,766,633 Participant contributions 30,954,089 Interest and dividend income 27,461,024 Net depreciation in fair value of investments (59,152,978) Direct transfers from other plans 77,476,980 ------------ Total additions 84,505,748 Deductions Benefits paid to participants 54,828,123 Administrative fees 138,169 ------------ Total deductions 54,966,292 ------------ NET ADDITIONS 29,539,456 Net assets available for benefits at beginning of year 422,504,275 ------------ Net assets available for benefits at end of year $452,043,731 ============
The accompanying notes are an integral part of this statement. Fleming Companies, Inc. Matching 401(k) Plan NOTES TO FINANCIAL STATEMENTS December 29, 2000 and December 24, 1999 NOTE A - DESCRIPTION OF PLAN The following description of the Fleming Companies, Inc. Matching 401(k) Plan (the "Plan") (formerly known as the Consolidated Savings Plus and Stock Ownership Plan for Fleming Companies, Inc. and Its Subsidiaries) 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 Companies, Inc. Matching 401(k) Plan and amended and restated the Plan document. The Plan, established in 1980, and amended and restated at various times, is a 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 Subsidiaries (the "Company"). Associates are eligible to participate in the Plan after achieving three months of service (one year of service prior to December 24, 1999) and 21 years of age or participation in a prior plan. During 2000, Turicik Foods, Inc. 401(k) Plan, Food 4 Less Retirement Plan, ABCO Markets, Inc. 401(k) Plan, Bakers Profit Sharing Thrift Plan, University Foods 401(k) Plan and 29 Supermarkets 401(k) Plan were merged into the Plan. The Plan recognized a transfer of net assets at fair value of $77,476,980. 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 and the Plan entered into a variable rate note with the Company under the same terms as the bank loan. The note was due and paid September 1, 1999. 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, the market value of unallocated assets was $676,020. In accordance with Plan provisions, allocations of assets are performed in the year following loan payment. For plan years beginning prior to 2000, contributions by the Company were made at the discretion of the Company's Board of Directors but could not exceed the amount deductible for federal income tax purposes. Company contributions were made to the Plan from profits of the Company, unless the contributions were to be used for debt service. For plan years after 1999, the Company will make a matching contribution equal to (1) 100% of the participant's deferrals of compensation but not to exceed the first 2% of such participant's compensation for such plan year and (2) 25% of the participant's additional deferrals of compensation on the next 4% of such participant's compensation for such plan year. A participant is 100% vested in the Company's contribution after five years of credited service. In addition to Company contributions, each participant may make deferral of compensation contributions in accordance with the provisions of Internal Revenue Code (the "Code") Section 401(k) of at least 1% but not more than 15% of the participant's compensation subject to certain limitations. Participant deferral accounts are 100% vested. Fleming Companies, Inc. Matching 401(k) Plan NOTES TO FINANCIAL STATEMENTS - CONTINUED December 29, 2000 and December 24, 1999 NOTE A - DESCRIPTION OF PLAN - CONTINUED 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. This account no longer receives contributions. Participants or beneficiaries, with certain limitations, may borrow from their vested accounts a minimum of $500 up to a maximum of $50,000 or 50% of their vested account balance, whichever is less. The loans are secured by the balance in the participant's account and bear interest at rates that are established by the Company's Retirement Committee. At December 29, 2000, the interest rates ranged from 7% to 10.5%. All interest payments made under the terms of the loan will be credited to the participants' 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 form of benefit payment is either a lump sum or periodic installment for a period of up to 15 years. Upon termination of a participant's employment with the Company, the nonvested portion of the employer's contribution account is used to reduce future employer contributions. At December 29, 2000, forfeited nonvested accounts totaled approximately $76,000. 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 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. Bank of Oklahoma Trust Company and Wachovia Bank, N.A. were also trustees for the plan year ended December 24, 1999. Fleming Companies, Inc. Matching 401(k) Plan NOTES TO FINANCIAL STATEMENTS - CONTINUED December 29, 2000 and December 24, 1999 NOTE B - SUMMARY OF ACCOUNTING POLICIES A summary of the Plan's significant accounting policies consistently applied in the preparation of the accompanying financial statements follows. 1. Plan Year End The Plan's fiscal year ends on the Friday before the last Saturday in December. 2. Investments Mutual funds are stated at net asset value as determined based on the closing market prices of the underlying investments held. Investments in shares of collective trust funds are valued at their estimated fair values, as determined in good faith by the Trustee. Corporate common stocks are valued based upon quoted market prices. Participant loans are valued at cost which approximates fair value. 3. Cash The Plan maintains its cash in accounts which may not be federally insured. The Plan has not experienced any losses in such accounts and believes it is not exposed to any significant credit risks on cash. 4. Administrative Expenses Certain expenses incurred in connection with the general administration of the Plan are paid by the Plan and are recorded as administrative fees. 5. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. 6. New Accounting Pronouncement In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133, 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 does not believe SFAS No. 133 will have any effect on its financial statements. Fleming Companies, Inc. Matching 401(k) Plan NOTES TO FINANCIAL STATEMENTS - CONTINUED December 29, 2000 and December 24, 1999 NOTE C - INVESTMENTS The Plan's investments are held by Fidelity Management Trust Company at December 29, 2000. Three bank-administered trust funds held investments at December 24, 1999. The following is a schedule of investments by type at:
December 29, 2000 December 24, 1999 ----------------- ----------------- Mutual funds $404,464,454 $391,656,886 Collective trust funds 14,802,482 154 Corporate common stock - Fleming Companies, Inc. 14,493,276 14,309,205 Participant loans 8,787,238 7,135,737 Investment contract - 7,845,631 Other 1,232,540 1,292,939 ------------ ------------ $443,779,990 $422,240,552 ============ ============
The following table presents the fair value of investments that represent 5% or more of the Plan's net assets available for benefits at:
December 29, 2000 December 24, 1999 ----------------- ----------------- Number Fair Number Fair of shares value of shares value --------- ----- --------- ----- Fidelity Contrafund 686,560 $ 33,758,134 566,930 $ 34,027,110 Fidelity Equity-Income Fund 676,140 36,126,147 409,552 21,902,825 Fidelity Interest Income Fund - - 18,590,926 18,590,926 Janus Twenty Fund 934,830 51,228,706 563,113 46,980,520 Fidelity Magellan Fund 1,008,556 120,320,695 1,010,575 138,074,842 Fidelity Puritan Fund 2,476,516 46,632,794 2,225,655 42,354,206 Fidelity Retirement Money Market Fund 49,199,100 49,199,100 44,533,783 44,533,783
During 2000, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value by $59,152,978. In 1995, the Plan entered into an investment contract with Principal Life Insurance Company (Principal), which was disposed of during 2000. Principal maintained the contributions in a pooled account. The account was credited with earnings on the underlying investments and charged for Plan withdrawals and administrative expenses. The contract was included in the December 24, 1999 financial statements at contract value (which represents contributions made under the contract, plus earnings, less withdrawals and administrative expenses), because it was fully benefit responsive. There were 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 was $7,845,631. The average yield and crediting interest rates were approximately 7.5% for 1999. Fleming Companies, Inc. Matching 401(k) Plan NOTES TO FINANCIAL STATEMENTS - CONTINUED December 29, 2000 and December 24, 1999 NOTE D - 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 29, 2000 December 24, 1999 ----------------- ----------------- NET ASSETS Corporate common and preferred stocks $ - $4,816,413 Limited partnerships 1,232,540 1,271,926 Short-term funds - 21,013 Cash - 166 Accrued expenses and other liabilities - (13,543) ---------- ---------- $1,232,540 $6,095,975 ========== ========== CHANGES IN NET ASSETS Contributions $ 110,844 Interest and dividend income 31,586 Net appreciation 1,707,481 Distributions to participants (254,624) Plan transfers (6,458,722) ---------- $(4,863,435) ===========
NOTE E - TAX STATUS The Internal Revenue Service has determined and informed the Company in a letter dated November 15, 2000 that the Plan, as amended, meets the requirements of Section 401(a) of the 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 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 provisions for income taxes has been included in the Plan's financial statements. NOTE F - 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. Fleming Companies, Inc. Matching 401(k) Plan NOTES TO FINANCIAL STATEMENTS - CONTINUED December 29, 2000 and December 24, 1999 NOTE G - REFUNDS The Plan approved refunds of $144,202 of excess contributions to highly compensated members in 1999. Refunds were necessary in order to satisfy the actual deferral percentage limitation, the actual contribution percentage limitation and multiple use test under Code Section 401(m) for the year ended December 24, 1999. The Code 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 year end. No such refunds were required for 2000. NOTE H - DISTRIBUTIONS PAYABLE There were no distributions requested in 2000 or 1999 but not paid until the subsequent year. Fleming Companies, Inc. Matching 401(k) Plan SCHEDULE H, LINE 4i - ASSETS HELD FOR INVESTMENT PURPOSES December 29, 2000
Identity of issuer, borrower, lessor, Current or similar party; description of investment Units Cost value ------------------------------------------- ----- ---- ----- Fidelity investments* Asset Manager 197,457 ** $ 3,321,231 Asset Manager - Growth 317,725 ** 5,055,010 Asset Manager - Income 69,529 ** 815,577 Fidelity Contrafund 686,560 ** 33,758,134 Equity-Income Fund 676,140 ** 36,126,147 Intermediate Bond Fund 1,436,450 ** 14,421,954 Magellan Fund 1,008,556 ** 120,320,695 Overseas Fund 243,572 ** 8,371,557 Puritan Fund 2,476,516 ** 46,632,794 Low-Priced Stock Fund 164,093 ** 3,793,822 Spartan US Equity Index 220,170 ** 10,306,152 Janus Worldwide Fund 343,401 ** 19,525,785 Janus Twenty Fund 934,830 ** 51,228,706 PIMCO High Yield Fund 89,348 ** 867,573 Templeton Developing Markets Trust A 68,009 ** 720,217 Managed Income Portfolio 14,802,482 ** 14,802,482 Retirement Money Market Portfolio 49,199,100 ** 49,199,100 ------------ Total Fidelity investments 419,266,936 Limited partnerships 118,742 $1,283,596 1,232,540 Corporate common and preferred stocks Fleming Companies, Inc.* 1,226,944 ** 14,493,276 Participant loans (1) ** 8,787,238 ------------ TOTAL $443,779,990 ============ *Party in interest **Cost omitted for participant-directed investments (1) Participant loans, 7% to 10.5%, maturing at various dates through December 2010
The following exhibits have been filed as part of this Form 11-K, and are incorporated herein by reference. Exhibit No. Description ----------- ----------- 23.1 Consent of Deloitte & Touche, LLP 23.2 Consent of Grant Thornton 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: June 27, 2001 By NEAL J. RIDER Neal J. Rider Executive Vice President and Chief Financial and Accounting Officer EXHIBIT INDEX Exhibit No. Description Method of Filing ----------- ----------- ---------------- 23.1 Consent of Deloitte & Touche Filed herewith electronically 23.2 Consent of Grant Thornton Filed herewith electronically