-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, lL/T51ZIKLrEudQ2LhYSuHsX8btaLbS+ybaiAqOxnPzFxPIlCbUkqB6cAqs5uxZt DvnBUaFNwbTHWeKH/yTlKw== 0000909334-95-000040.txt : 19950830 0000909334-95-000040.hdr.sgml : 19950830 ACCESSION NUMBER: 0000909334-95-000040 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 19950715 FILED AS OF DATE: 19950829 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEMING COMPANIES INC /OK/ CENTRAL INDEX KEY: 0000352949 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 480222760 STATE OF INCORPORATION: OK FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08140 FILM NUMBER: 95568528 BUSINESS ADDRESS: STREET 1: 6301 WATERFORD BLVD STREET 2: P O BOX 26647 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 BUSINESS PHONE: 4058407200 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 15, 1995 OR ___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission file number 1-8140 FLEMING COMPANIES, INC. (Exact name of registrant as specified in its charter) OKLAHOMA 48-0222760 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6301 Waterford Boulevard, Box 26647 Oklahoma City, Oklahoma 73126 (Address of principal executive offices) (Zip Code) (405) 840-7200 (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No The number of shares outstanding of each of the issuer's classes of common stock, as of August 11, 1995 is as follows: Class Shares Outstanding Common stock, $2.50 par value 37,597,000 FLEMING COMPANIES, INC. INDEX Page No. Part I. FINANCIAL INFORMATION: Item 1. Financial Statements Consolidated Condensed Statements of Earnings - 12 weeks ended July 15, 1995, and July 9, 1994 Consolidated Condensed Statements of Earnings - 28 Weeks Ended July 15, 1995, and July 9, 1994 Consolidated Condensed Balance Sheets - July 15, 1995, and December 31, 1994 Consolidated Condensed Statements of Cash Flows - 28 Weeks Ended July 15, 1995, and July 9, 1994 Notes to Consolidated Condensed Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Part II. OTHER INFORMATION: Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K Signatures Consolidated Condensed Statements of Earnings For the 12 weeks ended July 15, 1995, and July 9, 1994 (In thousands, except per share amounts) Second Interim Period 1995 1994 Net sales $4,020,202 $2,883,648 Costs and expenses: Cost of sales 3,696,528 2,699,029 Selling and administrative 266,543 144,157 Interest expense 40,046 16,365 Interest income (16,124) (11,811) Equity investment results 3,074 2,640 Total costs and expenses 3,990,067 2,850,380 Earnings before taxes 30,135 33,268 Taxes on income 15,399 14,671 Net earnings $ 14,736 $ 18,597 Net earnings per share $.39 $.50 Dividends paid per share $.30 $.30 Weighted average shares outstanding 37,546 37,247 See notes to consolidated condensed financial statements. Consolidated Condensed Statements of Earnings For the 28 weeks ended July 15, 1995, and July 9, 1994 (In thousands, except per share amounts) Year to Date 1995 1994 Net sales $9,505,605 $6,915,629 Costs and expenses: Cost of sales 8,745,892 6,476,997 Selling and administrative 630,487 345,692 Interest expense 96,443 38,194 Interest income (37,893) (28,064) Equity investment results 9,547 5,897 Facilities consolidation (8,982) --- Total costs and expenses 9,435,494 6,838,716 Earnings before taxes 70,111 76,913 Taxes on income 35,827 33,919 Net earnings $ 34,284 $ 42,994 Net earnings per share $.91 $1.16 Dividends paid per share $.60 $.60 Weighted average shares outstanding 37,518 37,149 See notes to consolidated condensed financial statements. Consolidated Condensed Balance Sheets (In thousands) July 15, December 31, Assets 1995 1994 Current assets: Cash and cash equivalents $ 2,254 $ 28,352 Receivables 386,453 364,884 Inventories 1,102,534 1,301,980 Other current assets 81,528 124,865 Total current assets 1,572,769 1,820,081 Investments and notes receivable 287,275 402,603 Investment in direct financing leases 229,657 230,357 Property and equipment 1,484,104 1,455,954 Less accumulated depreciation and amortization (510,549) (467,830) Property and equipment, net 973,555 988,124 Other assets 156,576 179,332 Goodwill 985,982 987,832 Total assets $4,205,814 $4,608,329 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 885,306 $ 960,333 Current maturities of long-term debt 97,731 110,321 Current obligations under capital leases 17,555 15,780 Other current liabilities 217,914 237,197 Total current liabilities 1,218,506 1,323,631 Long-term debt 1,341,525 1,641,390 Long-term obligations under capital leases 364,328 353,403 Deferred income taxes 35,790 51,279 Other liabilities 149,749 160,071 Shareholders' equity: Common stock, $2.50 par value per share 94,129 93,705 Capital in excess of par value 498,524 494,966 Reinvested earnings 515,918 503,962 Cumulative currency translation adjustment (2,926) (2,972) 1,105,645 1,089,661 Less guarantee of ESOP debt (9,729) (11,106) Total shareholders' equity 1,095,916 1,078,555 Total liabilities and shareholders' equity $4,205,814 $4,608,329 See notes to consolidated condensed financial statements. Consolidated Condensed Statements of Cash Flows For the 28 weeks ended July 15, 1995, and July 9, 1994 (In thousands) 1995 1994 Net cash provided by operating activities $263,184 $277,710 Cash flows from investing activities: Collections on notes receivable 57,452 41,319 Notes receivable funded (53,822) (66,677) Notes receivable sold 77,063 --- Proceeds from sale of businesses --- 6,682 Purchase of property and equipment (59,148) (38,164) Proceeds from sale of property and equipment 21,056 4,535 Investments in customers (8,761) (12,764) Proceeds from sale of investments 16,331 4,082 Other investing activities (1,069) (2,992) Net cash provided (used) in investing activities 49,102 (63,979) Cash flows from financing activities: Proceeds from long-term borrowings --- 155,000 Principal payments on long-term debt (315,066) (331,938) Principal payments on capital lease obligations (8,904) (6,629) Sale of common stock under incentive stock and stock ownership plans 3,982 3,388 Dividends paid (22,329) (22,192) Other financing activities 3,933 (6,305) Net cash used in financing activities (338,384) (208,676) Net increase (decrease)in cash and cash equivalents (26,098) 5,055 Cash and cash equivalents, beginning of period 28,352 1,634 Cash and cash equivalents, end of period $ 2,254 $ 6,689 Supplemental information: Cash paid for interest $96,459 $38,553 Cash paid for income taxes $ 2,668 $28,123 See notes to consolidated condensed financial statements. Notes to Consolidated Condensed Financial Statements 1. The consolidated condensed balance sheet as of July 15, 1995, and the consolidated condensed statements of earnings and cash flows for the 12 and 28-week periods ended July 15, 1995, and July 9, 1994, have been prepared by the company, without audit. In the opinion of management, all adjustments necessary to present fairly the company's financial position at July 15, 1995, and the results of operations and cash flows for the periods presented have been made. All such adjustments are of a normal, recurring nature. Primary earnings per share are calculated using the weighted average shares outstanding. The impact of outstanding stock options on primary earnings per share is not material. 2. The statement of earnings for the 28 weeks ended July 15, 1995 reflects the effect of the change in management's estimate of the cost associated with the general merchandising portion of the facilities consolidation plan. The estimate reflects reduced expense and cash outflow. Accordingly, the company reversed $9 million of the provision for restructuring during the first quarter of 1995. The reversal is shown as a credit to the facilities consolidation expense line in the accompanying financial statements. 3. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and related notes included in the company's 1994 annual report on Form 10-K. 4. The LIFO method of inventory valuation is used for determining the cost of most grocery and certain perishable inventories. The excess of current cost of LIFO inventories over their stated value was $18 million at July 15, 1995, and $19 million at December 31, 1994. 5. The company and numerous other defendants have been named in two suits filed in U.S. District Court in Miami. The plaintiffs predicate liability on the part of the company as a consequence of an allegedly fraudulent scheme conducted by Premium Sales Corporation and others in which unspecified but large losses in the Premium-related entities occurred to the detriment of a purported class of investors which has brought one of the suits. The other suit is by the receiver/trustee of the estates of Premium and certain of its affiliated entities. Plaintiffs seek damages, treble damages, attorneys' fees, costs, expenses and other appropriate relief. While the amount of damages sought under most claims is not specified, plaintiffs allege that hundreds of millions of dollars were lost as the result of the allegations contained in the complaint. The litigation is complex and the ultimate outcome cannot presently be determined. Furthermore, management is unable to predict a potential range of monetary exposure, if any, to the company. Based on the large recovery sought, an unfavorable judgment could have a material adverse effect on the company. Management believes, however, that a material adverse effect on the company's consolidated financial position is not likely. The company is vigorously defending the actions. 6. In July 1994, the company completed the acquisition of all the outstanding stock of Haniel Corporation, the parent of Scrivner Inc. ("Scrivner"). The company paid $388 million in cash and refinanced substantially all of Scrivner's existing indebtedness (approximately $670 million in aggregate principal and premium). The acquisition has been accounted for as a purchase and the results of operations of Scrivner have been included in the consolidated financial statements since the beginning of the third quarter of 1994. The purchase price was allocated based on estimated fair values at the date of the acquisition. At July 15, 1995, the excess of purchase price over assets acquired was $555 million and is being amortized on a straight-line basis over 40 years. Pro forma information for the 28 weeks ending July 9, 1994, summarizing the results of operations of the company (28 weeks) and Scrivner (24 weeks) as if the acquisition had occurred at the beginning of 1994, with pro forma adjustments to give effect to amortization of goodwill, interest expense on acquisition debt and certain other adjustments, together with related income tax effects, are as follows: net sales - $10.1 billion; net earnings - $34 million; and net earnings per share - $.92. 7. The senior notes issued in 1994 are guaranteed by all direct and indirect subsidiaries of the company (except for certain inconsequential subsidiaries), all of which are wholly owned. The guarantees are joint and several, full, complete and unconditional. There are no restrictions on the ability of the subsidiary guarantors to transfer funds to the company in the form of cash dividends, loans or advances. Full financial statements for the subsidiary guarantors are not presented herein because management does not believe such information would be material. The following summarized financial information for the combined subsidiary guarantors has been prepared from the books and records maintained by the subsidiary guarantors and the company. Intercompany transactions are eliminated. The summarized financial information may not necessarily be indicative of the results of operations or financial position had the subsidiary guarantors been operated as independent entities. The summarized financial information includes allocations of material amounts of expenses such as corporate services and administration, interest expense on indebtedness and taxes on income. The allocations are generally based on proportional amounts of sales or assets, and taxes on income are allocated consistent with the asset and liability approach used for consolidated financial statement purposes. Management believes these allocation methods are reasonable. During 1995, several subsidiary guarantors have been merged into Fleming Companies, Inc., resulting in a reduction in the amounts appearing in the summarized financial information. July 15, (In millions) 1995 Current assets $664 Noncurrent assets 521 Current liabilities 949 Noncurrent liabilities 20 28 weeks ended July 15, (In millions) 1995 Net sales $1,944 Costs and expenses 1,920 Earnings (loss) before extraordinary items 12 Net earnings (loss) 12 8. The accompanying earnings statements include the following: 28 weeks 12 weeks 1995 1994 1995 1994 (in thousands) Depreciation and amortization (includes amortized financing costs) $98,392 $58,784 $42,803 $24,939 Amortized financing costs (part of interest expense) 3,571 564 1,526 242 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General In January 1994, the company announced the details of a plan to restructure its organizational alignment, re-engineer its operations and consolidate its facilities. The company's objective is to lower product costs to retail customers while providing the company with a fair and adequate return for product and services. To achieve this objective, management is making major organizational changes, introducing a new Fleming Flexible Marketing Plan and investing in technology. The actions contemplated by the plan will affect the company's food and general merchandise wholesaling operations as well as certain retail operations and are expected to be substantially completed by the end of 1996. The acquisition of Scrivner, described more fully below, has not changed the plan's design but has delayed full completion. In the first quarter of 1995, management changed its estimates with respect to the general merchandising operations portion of the facilities consolidation plan. The revised estimate reflects reduced expense and cash outflow. Accordingly, during the first quarter the company reversed $9 million of the related provision. Facilities consolidation has resulted in the closure of four distribution centers and will result in the closure of one additional facility. Results, beginning with the third quarter of 1994, have been materially affected by the acquisition of Scrivner. Sales have increased dramatically and gross margin and selling and administrative expenses as a percent of sales are significantly higher due to the higher percentage of retail food operations in Scrivner. Due to the acquisition, interest expense increased materially as a result of both increased borrowing levels and higher interest rates, and expense for the amortization of goodwill increased significantly. The company has closed six Scrivner distribution centers and has announced plans and begun closing actions on three additional facilities. Management has identified certain on-going expenses to be incurred during the transitional phases of the company's consolidation, reorganization and re-engineering plan and the integration of Scrivner. These expenses include travel and training costs, additional expenditures associated with maintaining two operational systems during the integration of Scrivner and the roll-out of the new flexible marketing plan, software installation costs and other miscellaneous costs associated with facilities consolidations (including costs relating to operational inefficiencies during the change-over, deferred sales growth and lost business opportunities). These costs are difficult to isolate, quantify or predict, and the timing of various components is erratic. Nevertheless, management believes that such expenses have been incurred at a significant rate since the end of the second quarter of 1994 and that consolidation, reorganization and reengineering expenses will continue to negatively impact earnings until sometime in 1997. Results of Operations Set forth in the following table is information for the second interim and year to date periods of 1995 and 1994 regarding certain components of the company's earnings expressed as a percentage of net sales. 1995 1994 Second Interim Period Net sales 100.00% 100.00% Gross margin 8.05 6.40 Less: Selling and administrative expense 6.63 5.00 Interest expense .99 .57 Interest income (.40) (.41) Equity investment results .08 .09 Total 7.30 5.25 Earnings before taxes .75 1.15 Taxes on income .38 .51 Net earnings .37% .64% Year to Date Net sales 100.00% 100.00% Gross margin 7.99 6.34 Less: Selling and administrative expense 6.63 5.00 Interest expense 1.01 .55 Interest income (.40) (.41) Equity investment results .10 .09 Facilities consolidation (.09) --- Total 7.25 5.23 Earnings before taxes .74 1.11 Taxes on income .38 .49 Net earnings .36% .62% Net sales. Sales for the second quarter (12 weeks) of 1995 increased by $1.1 billion, or 39%, to $4 billion from $2.9 billion for the same period in 1994. Year to date, sales increased by $2.6 billion, or 37%, to $9.5 billion from $6.9 billion for the 28 weeks in 1994. The increases in net sales were due to the Scrivner acquisition as Scrivner's sales were not included in the comparable periods in 1994. Without the acquisition, net sales for the quarter and year-to-date periods would have declined slightly due to several factors, none of which are individually material to net sales, including: the expiration of a temporary agreement with Albertson s, Inc. as its Florida distribution center came on line, the sale of a distribution center, the loss of certain customers at three different distribution centers, the loss of business due to the bankruptcy of Megafoods Stores, Inc. ("Megafoods") and the closing or sale of certain corporate stores. Sales comparisons for the third quarter of 1995 will be comparable to 1994 since the acquisition occurred at the beginning of the third quarter of 1994. Third and fourth quarter year-to-date comparisons will continue to be affected by the Scrivner acquisition. In August 1994, Megafoods and certain of its affiliates filed Chapter 11 bankruptcy proceedings. At such date, Megafoods' total indebtedness to Fleming for goods sold on open account, equipment leases and loans aggregated approximately $20 million. The company holds collateral with respect to a substantial portion of these obligations. Megafoods is also liable to the company under store sublease agreements for approximately $37 million, and the company is contingently liable on certain lease guarantees given on behalf of Megafoods. The company is partially secured as to these obligations. Megafoods has alleged claims against the company arising from breach of contract, tortious interference with contracts and business relationships and wrongful set-off of a $12 million cash security deposit and has threatened to seek equitable subordination of the company's claims. The company denies these allegations and will vigorously protect its interests. Based on these events, the company took a charge to earnings of $6.5 million in the third quarter of 1994 to cover its estimated net credit exposure. However, the exact amount of the ultimate loss may vary depending upon future developments in the bankruptcy proceedings including those related to collateral values, priority issues and the company's ultimate expense, if any, related to certain customer store leases. An estimate of additional possible loss, or the range of additional losses, if any, cannot be made at this stage of the proceedings. The company estimates that its annualized sales to Megafoods prior to the bankruptcy were approximately $335 million. In June 1995, Megafoods moved the majority of its business in the Arizona market (approximately $150 million annually) to a different supplier. Although there is no formal agreement in place, Fleming expects to continue to sell approximately $20 million of produce annually to Megafoods. Fleming has a substantial business base in its Phoenix division which services more than 400 locations. In response to the lost Megafoods business, the company will adjust its Phoenix operations' overhead costs and pursue new business opportunities. Fleming measures inflation using data derived from the average cost of a ton of product sold by the company. For the year-to-date period in 1995, food price inflation was flat. Gross margin. Gross margin for the second quarter of 1995 increased by $139 million, or 75%, to $324 million from $185 million for the same period of 1994 and increased as a percentage of net sales to 8.05% from 6.40% for the same period in 1994. Year to date, gross margin increased by $321 million, or 73%, to $760 million from $439 million for the same period of 1994. As a percentage of net sales, gross margin was 7.99% versus 6.34% in 1994. The increases in gross margin for both periods were due to the addition of retail operations, principally the Scrivner retail operations, which were not in the 1994 period. Retail operations typically have a higher gross margin and higher selling expenses than wholesale operations. Product handling expenses, consisting of warehouse, truck and building expenses, were essentially unchanged as a percentage of net sales in 1995 when compared to the 1994 periods. Selling and administrative expenses. Selling and administrative expenses for the second quarter of 1995 increased by $122 million, or 85%, to $267 million from $144 million for the same period in 1994 and increased as a percentage of net sales to 6.63% for 1995 from 5.00% in 1994. For the year-to-date period, selling and administrative expenses increased by $285 million, or 82%, to $630 million from $346 million in the 1994 period. These increases were due primarily to the acquisition of Scrivner, and also include other retail operations which were not in the 1994 period. Partially offsetting the increases was a $4 million gain during the second quarter of 1995 on the sale of certain notes receivable. Selling and administrative expenses also have increased due to additional goodwill amortization related to the acquisition. Third and fourth quarter year-to-date comparisons will continue to be affected by the acquisition. As more fully described in its 1994 Annual Report on Form 10-K, the company has a significant amount of credit extended to its customers through various methods. These methods include customary and extended credit terms for inventory purchases, secured loans with terms generally up to ten years, and equity investments in and secured and unsecured loans to certain customers. In addition, the company guarantees debt and lease obligations of certain customers. Usually, these capital investments are made in and guarantees extended to customers with whom the company enjoys long-term supply agreements. Credit loss expense, which includes the impairment of equity investments, is included in selling and administrative expenses and for the second quarter decreased by $7 million to $6 million from $13 million for the comparable period in 1994. Year to date, credit losses decreased by $12 million to $16 million from $28 million for the 28 weeks in 1994. The more stringent credit practices and de-emphasis of credit extensions to and investments in customers are beginning to result in lower losses. While there can be no assurance that credit losses from existing or future investments or commitments will not have a material adverse effect on results of operations or financial position, management expects that credit losses for fiscal year 1995 will be lower than those experienced in 1994. Interest expense. Interest expense for the second quarter of 1995 increased $24 million to $40 million from $16 million for the same period in 1994. Year to date, interest expense increased $58 million to $96 million from $38 million for the comparable period in 1994. The increase was due to the indebtedness incurred to finance the Scrivner acquisition, higher interest rates in the capital and credit markets and higher borrowing margins resulting from changes in the company's credit rating. The company enters into interest rate hedge agreements to manage interest costs and exposure to changing interest rates. The credit agreement with the company's banks requires the company to provide interest rate protection on a substantial portion of the indebtedness outstanding thereunder. The company has entered into interest rate swaps and caps covering $850 million aggregate principal amount of floating rate indebtedness. This amount is after the July 1995 termination of $150 million of certain hedges at a minimal cost. The company's hedged position exceeds the requirements set forth in the credit agreement. The average interest rate on the company's floating rate indebtedness is equal to the London interbank offered interest rate ("LIBOR") plus a margin. The average fixed interest rate paid by the company on the interest rate swaps is 6.95%, covering $600 million of floating rate indebtedness. The interest rate swap agreements, which were implemented through seven counterparty banks, and which have an average remaining life of 4.4 years, provide for the company to receive substantially the same LIBOR that the company pays on its floating rate indebtedness. For the remaining $250 million, the company has purchased interest rate cap agreements from two counterparty banks covering $250 million of its floating rate indebtedness. The agreements cap LIBOR at 7.33% over the next 4.2 years. The company's net payment obligations and receivables under the interest rate swap and cap agreements meet the criteria for hedge accounting treatment. Accordingly, the company's payment obligations and receivables are accounted for as interest expense. For the year to date period in 1995, the interest rate hedge agreements added $3.3 million to interest expense. With respect to the interest rate hedging agreements, the company believes its exposure to potential credit loss expense is minimized primarily due to the relatively strong credit ratings of the counterparties for their unsecured long-term debt (A+ or higher from Standard & Poor's Ratings Group and A1 or higher from Moody's Investors Service, Inc.) and the size and diversity of the counterparty banks. The hedge agreements are subject to market risk to the extent that market interest rates for similar instruments decrease, and the company terminates the hedges prior to their maturity. Interest income. Interest income for the 1995 quarter increased by $4 million to $16 million from $12 million for the same period in 1994. Year to date, interest income increased by $10 million to $38 million compared to $28 million for the 28 weeks in 1994. The increase is primarily due to earnings on the notes receivable acquired in the Scrivner loan portfolio. Near the end of the quarter, the company sold $77 million of notes receivable with limited recourse as described in Selling and administrative expenses. The sale reduces the amount of notes receivable available to produce interest income and will result in lower interest income. Proceeds have been applied to the repayment of long-term debt. Equity investment results. The company's portion of operating losses from equity investments for the second quarter of 1995 increased by less than $1 million to $3 million compared to the same period in 1994. Year to date, losses generated by equity investments have increased by $4 million to $10 million compared to the same period in 1994. Certain of the strategic multi-store customers in which the company has made equity investments under its business development venture program experienced increased losses. However, losses from retail stores, which are part of the company's equity store program and are accounted for under the equity method, decreased. Taxes on income. The company's effective tax rate increased to 51.1% in both 1995 periods from 44.1% for both periods in 1994, primarily due to increased goodwill amortization with no related tax deduction, operations in higher tax rate states and the significance of certain nondeductible expenses to pretax earnings. Other. Management believes that several factors negatively affecting earnings in 1994 and year-to-date in 1995 are likely to continue. Such factors include: flat wholesale sales; lack of food price inflation; operating losses in certain company-owned retail stores; increased interest expense, goodwill amortization and integration costs related to the acquisition; and a higher effective tax rate. Additionally, the company will continue to experience certain costs associated with the transitional phases of its consolidation, reorganization and re- engineering plan until sometime in 1997. The company has been named in two related legal actions filed in the U.S. District Court in Miami in December 1993. The litigation is complex and the ultimate outcome cannot presently be determined. Furthermore, the company is unable to predict a potential range of monetary exposure, if any, to the company. Based on the recovery sought, an unfavorable judgment could have a material adverse effect on the company. Segment information. Sales and operating earnings for the company s food distribution and retail food segments are presented below. 95 94 ------------------ ------------------ 1ST 2ND YTD 1ST 2ND YTD --- --- --- --- --- --- Sales ($ in billions) Food distribution $4.9 $3.6 $8.5 $3.7 $2.6 $6.3 Retail food 1.0 .7 1.7 .3 .3 .6 Corporate ( .4) ( .3) ( .7) - - - --- --- --- --- --- --- Total $5.5 $4.0 $9.5 $4.0 $2.9 $6.9 ==== ==== ==== ==== ==== ==== Operating earnings ($ in millions) Food distribution $95 $62 $157 $77 $54 $131 Retail food 18 17 35 4 1 5 Corporate (41) (22) (63) (28) (15) (43) --- --- ---- --- --- ---- Total $72 $57 $129 $53 $40 $93 === === ==== === === === Operating earnings for industry segments consist of net sales less related operating expenses. Operating expenses exclude interest expense, interest income, equity investment results, income taxes and, effective in 1995, general corporate expenses. The transfer pricing between segments is at cost. The comparable 1994 periods have been restated to remove allocations of general corporate expenses. Liquidity and Capital Resources Set forth below is certain information regarding the company's capital position at the end of the second quarter of 1995 and at the end of fiscal 1994: Capital Structure July 15, December 31, (In millions) 1995 % 1994 % Long-term debt $1,439 49.3 1,752 54.8 Capital lease obligations 382 13.1 369 11.5 ----- ---- ----- ---- Total debt 1,821 62.4 2,121 66.3 Shareholders' equity 1,096 37.6 1,079 33.7 ----- ---- ----- ---- Total capital $2,917 100.0 $3,200 100.0 ====== ===== ====== ===== Current maturities of long-term debt and current obligations under capital leases are included in the respective captions. Fleming's capital structure changed significantly as a result of the acquisition of Scrivner. The acquisition was financed, and a large portion of the existing debt of both Fleming and Scrivner was refinanced, through a $2.2 billion revolving credit and term loan agreement entered into with a group of banks. Upon execution of the new credit agreement the company terminated its $400 million and $200 million bank credit agreements. In December 1994, the company sold $300 million of 10.625% seven-year senior notes and $200 million of floating rate seven-year senior notes in a public offering and retired the $500 million two-year loan tranche of the credit agreement with the proceeds. In July 1994, the company's credit ratings for its senior unsecured long-term debt were downgraded from investment grade to Ba1 and BB+ by Moody's and Standard & Poor's, respectively, as a result of the additional debt incurred in the acquisition. Moreover, in late February 1995, Standard & Poor's placed its rating of Fleming's long-term debt on CreditWatch with negative implications. Standard & Poor's expressed concerns that lower than expected earnings for the third and fourth quarters of 1994, combined with re-engineering costs that are now anticipated to reduce 1995 earnings below Standard & Poor's prior expectations, will limit the company's ability to reduce acquisition-related debt. In June 1995, Standard & Poor's reduced the company's ratings to BB+ for the corporate credit rating and BB- for senior unsecured debt. Pricing under the credit agreement automatically increases or decreases with respect to certain credit rating declines or improvements, respectively, based upon the higher of Moody's or Standard & Poor's ratings. Despite the effect of reduced earnings and the rating action by Standard & Poor's, management believes the company can maintain adequate liquidity for the foreseeable future at acceptable rates. The company's principal sources of liquidity are cash flows from operating activities and borrowings under the bank credit agreement. At second quarter end 1995, $694 million was borrowed on the six-year amortizing term loan and $40 million was drawn on the $596 million five-year revolving credit facility. The credit agreement and the indentures for the company's senior notes issued in 1994 contain customary covenants associated with similar facilities. The bank credit agreement currently contains the following covenants: maintenance of a consolidated debt-to-net worth ratio of not more than 2.45 to 1; maintenance of a minimum consolidated net worth of at least $878 million; maintenance of a fixed charge coverage ratio of at least 1.25 to 1; a limitation on restricted payments (including dividends and company stock repurchases); prohibition of certain liens; prohibitions of certain mergers, consolidations and sales of assets; restrictions on the incurrence of debt and additional guarantees; limitations on transactions with affiliates; limitations on acquisitions and investments; limitations on capital expenditures; and a limitation on payment restrictions affecting subsidiaries. The company is permitted to pay dividends or repurchase capital stock in the aggregate amount of approximately $36 million for the remainder of fiscal 1995. At quarter-end 1995 the consolidated debt-to-net worth test would have allowed the company to borrow an additional $830 million and the fixed charge coverage test would have allowed the company to incur an additional $27 million of annual interest and rent expense. Covenants associated with the senior notes are generally less restrictive than those of the bank facility. During the second quarter of 1995, the company sought and obtained an amendment to the credit agreement lowering the required fixed charge coverage ratio, reducing the maximum borrowings permissible pursuant to the credit agreement to $1.3 billion, reducing the interest rates payable under the agreement and providing more latitude to the company in securing letters of credit and short term debt. At the end of the second quarter 1995, the company was in compliance with all financial covenants under the credit agreement and the senior note indentures. Continued compliance over the near-term will depend on the company's ability to generate sufficient earnings during the implementation of its re-engineering plan and the integration of Scrivner. Operating activities generated $263 million of net cash flows for the second quarter of 1995 compared to $278 million in the comparable period in 1994. Working capital was $354 million at second quarter end 1995, a decrease from $496 million at year-end 1994. The current ratio decreased to 1.29 to 1, from 1.38 to 1 at year-end 1994. Management believes that cash flows from operating activities and the company's ability to borrow under the credit agreement will be adequate to meet working capital needs, capital expenditures and cash needs for the facilities consolidation, restructuring and re-engineering plan. Capital expenditures for the second quarter of 1995 were approximately $49 million. Management expects that 1995 capital expenditures, excluding acquisitions, if any, will approximate $100 million. The debt-to-capital ratio decreased to 62.4% from 66.3% at year-end 1994. The company's long-term target ratio is approximately 50%. Total capital was $2.9 billion at quarter end, down $.3 billion from year-end 1994. Item 5. Other events. On July 7, William J. Dowd was named president and chief operating officer effective July 24. Robert E. Stauth, who formerly held the president's title, will retain the title of chairman and chief executive officer. Mr. Dowd is a senior food industry executive with more than 24 years of experience with organizations such as Kraft General Foods, R. J. Reynolds and Campbell Soup. Most recently, he was senior vice president-operations at Cott Corporation, the world's largest producer of retailer branded soft drinks. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: Exhibit Number Page Number 4.0 Amendment No. 3 to Credit Agreement, among Fleming Companies, Inc., the Banks listed therein and Morgan Guaranty Trust Company of New York, as Managing Agent 4.1 Amendment No. 2 to Borrower Pledge Agreement, dated as of 4.2 Amendment No. 2 to Borrower Security Agreement, dated as of 4.3 Amendment No. 2 to Subsidiary Pledge Agreement, dated as of 4.4 Amendment No. 2 to Subsidiary Security Agreement, dated as of 4.5 Amendment No. 2 to Subsidiary Guaranty Agreement, dated as of 12 Computation of Ratio of Earnings to Fixed Charges 27 Financial Data Schedule (b) Reports on Form 8-K: None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FLEMING COMPANIES, INC. (Registrant) Date August 29, 1995 KEVIN J. TWOMEY Kevin J. Twomey Vice President - Controller (Chief Accounting Officer) EX-4.0 2 AMENDMENT NO. 3 TO CREDIT AGREEMENT AMENDMENT dated as of June 30, 1995, to the $2,200,000,000 Credit Agreement dated as of July 19, 1994 (as heretofore amended, the "Credit Agreement") among FLEMING COMPANIES, INC., the BANKS party thereto, the AGENTS party thereto and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Managing Agent. W I T N E S S E T H: WHEREAS, the Borrower desires to amend the Credit Agreement to effect the amendments reflected herein, and the Banks party hereto are willing to agree to such amendments; NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. Definitions; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement shall have the meaning assigned to such term in the Credit Agreement. Each reference to "hereof," "hereunder," "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Credit Agreement shall from and after the date hereof refer to the Credit Agreement as amended hereby. SECTION 2. Amendment of Section 1.01 of the Credit Agreement. Section 1.01 of the Credit Agreement is hereby amended by changing the dollar amount set forth in the definition of "Letter of Credit Commitment" from "$160,000,000" to "$200,000,000". SECTION 3. Amendment of Section 2.05 of the Credit Agreement. (a) The table set out in Section 2.05(a) is hereby amended to read in its entirety as follows: Rating Level Base Rate Margin Additional Margin I 0% 0.1000% II, III, IV 0% 0.1250% V 0% 0.1875% VI 0% 0.2500% VII 0.1250% 0.3750% During Credit Watch Period 0% 0.2500% (b) The table set out in Section 2.05(b) is hereby amended to read in its entirety as follows: Rating Level CD Margin Additional Margin I 0.3250% 0.1000% II 0.3750% 0.1250% III 0.4500% 0.1250% IV 0.5750% 0.1250% V 0.8125% 0.1875% VI 1.1250% 0.2500% VII 1.2500% 0.3750% During Credit Watch Period 1.1250% 0.2500% (c) The table set out in Section 2.05(c) is amended to read in its entirety as follows: Euro-Dollar Rating Level Margin Additional Margin I 0.2000% 0.1000% II 0.2500% 0.1250% III 0.3250% 0.1250% IV 0.4500% 0.1250% V 0.6875% 0.1875% VI 1.0000% 0.2500% VII 1.1250% 0.3750% During Credit Watch Period 1.0000% 0.2500% SECTION 4. Amendment of Section 2.07 of the Credit Agreement. The table set out in Section 2.07(a)(i) is hereby amended to read in its entirety as follows: Rating Level Commitment Fee Rate I or II 0.0000% III 0.0250% IV 0.0625% V 0.0875% VI or VII 0.1250% During Credit Watch Period 0.1250% (b) The table set out in Section 2.07(b) is hereby amended to read in its entirety as follows: Rating Level Facility Fee Rate I 0.1000% II, III or IV 0.1250% V 0.1875% VI 0.2500% VII 0.3750% During Credit Watch Period 0.2500% (c) The table set out in Section 2.07(c) is hereby amended to read in its entirety as follows: Rating Level Letter of Credit Fee Rate I 0.2000% II 0.2500% III 0.3250% IV 0.4500% V 0.6875% VI 1.0000% VII 1.1250% During Credit Watch Period 1.0000% SECTION 5. Amendment of Section 5.09 of the Credit Agreement. (a) Section 5.09 of the Credit Agreement is hereby amended by inserting immediately before the colon appearing before the table set forth therein the phrase "opposite the period in which such day occurs". (b) Section 5.09 of the Credit Agreement is hereby further amended by changing the table found therein to read in its entirety as follows: Period Ratio Effective Date through April 22, 1995 1.40 to 1 April 23, 1995 through December 30, 1995 1.25 to 1 December 31, 1995 through December 30, 1996 1.30 to 1 December 31, 1996 through April 20, 1997 1.40 to 1 April 21, 1997 through December 30, 1997 1.55 to 1 December 31, 1997 through December 30, 1998 1.66 to 1 December 31, 1998 through December 30, 1999 1.77 to 1 Thereafter 1.90 to 1 SECTION 6. Amendment to Section 5.13 of the Credit Agreement. (a) Section 5.13(a) of the Credit Agreement is hereby amended by deleting the word "and" after the semicolon at the end of clause (xiv) thereof, renumbering clause (xv) thereof as clause (xvi), and inserting the following new clause (xv): (xv) Debt of the Borrower, payable on demand or maturing less than one year after the date of its incurrence, in an aggregate principal amount outstanding at any time not exceeding $100,000,000; and (b) Clause (vi) of Section 5.13(b) of the Credit Agreement is hereby amended by changing the phrase "(xiv) and (xv)" to read "(xiv), (xv) and (xvi)" where such words appear in such clause. SECTION 7. Amendments to Security Documents and Guarantee Agreements. Each Bank party hereto hereby unconditionally and irrevocably authorizes and directs the Collateral Agent to execute and deliver amendments to each Security Document and Guarantee Agreement substantially in the forms attached hereto as Exhibits A through E. SECTION 8. Counterparts; Effectiveness. (a) This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Amendment shall become effective as of the date hereof when the Managing Agent shall have received duly executed counterparts hereof signed by the Borrower and (i) except in the case of the amendments contained in Sections 3 and 4 hereof, the Required Banks and (ii) in the case of the amendments contained in Sections 3 and 4 hereof, all the Banks (or, in the case of any Bank as to which an executed counterpart shall not have been received, the Managing Agent shall have received telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such Bank). When the amendments contained in Section 3 become effective, interest on Fixed Rate Loans outstanding on the date of effectiveness shall accrue for each day during the applicable Interest Period on or after such date with a CD Margin or Euro-Dollar Margin giving effect to such amendments. SECTION 9. Reduction of Commitments. When the amendments contained in Sections 3 and 4 become effective, the Tranche A Commitments shall automatically be reduced by $250,000,000, without any requirement that the Borrower give any notice to the Managing Agent pursuant to Section 2.08 of the Credit Agreement. SECTION 10. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. FLEMING COMPANIES, INC. By______________________________ Name: John M. Thompson Title: Vice President and Treasurer BANKS MORGAN GUARANTY TRUST COMPANY OF NEW YORK By Name: Title: BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION By Name: Title: THE BANK OF NOVA SCOTIA By Name: Title: CANADIAN IMPERIAL BANK OF COMMERCE By Name: Title: CREDIT SUISSE By Name: Title: By Name: Title: DEUTSCHE BANK AG NEW YORK BRANCH AND/OR CAYMAN ISLANDS BRANCH By Name: Title: By Name: Title: THE FUJI BANK, LIMITED By Name: Title: NATIONSBANK OF TEXAS, N.A. By Name: Title: SOCIETE GENERALE, SOUTHWEST AGENCY By Name: Title: By Name: Title: THE SUMITOMO BANK LTD. HOUSTON AGENCY By Name: Title: TEXAS COMMERCE BANK NATIONAL ASSOCIATION By Name: Title: THE TORONTO-DOMINION BANK By Name: Title: UNION BANK OF SWITZERLAND, HOUSTON AGENCY By Name: Title: By Name: Title: FIRST INTERSTATE BANK OF CALIFORNIA By Name: Title: By Name: Title: WACHOVIA BANK OF GEORGIA, NATIONAL ASSOCIATION By Name: Title: CREDIT LYONNAIS NEW YORK BRANCH By Name: Title: COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH By Name: Title: By Name: Title: THE SANWA BANK LIMITED, DALLAS AGENCY By Name: Title: BANQUE NATIONALE DE PARIS By Name: Title: BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA By Name: Title: CITIBANK N.A. By Name: Title: COMMERZBANK AG, ATLANTA AGENCY By Name: Title: By Name: Title: DAI-ICHI KANGYO BANK, LTD. NEW YORK BRANCH By Name: Title: THE INDUSTRIAL BANK OF JAPAN, LTD. By Name: Title: LTCB TRUST COMPANY By Name: Title: THE MITSUBISHI BANK, LIMITED HOUSTON AGENCY By Name: Title: NATIONAL WESTMINSTER BANK Plc NASSAU BRANCH By Name: Title: NATIONAL WESTMINSTER BANK Plc NEW YORK BRANCH By Name: Title: UNITED STATES NATIONAL BANK OF OREGON By Name: Title: BANK OF AMERICA ILLINOIS By Name: Title: PNC BANK, NATIONAL ASSOCIATION By Name: Title: BANCA DI ROMA SpA By Name: Title: By Name: Title: BANK IV OKLAHOMA, N.A. By Name: Title: BANK OF HAWAII By Name: Title: THE BANK OF TOKYO, LTD., DALLAS AGENCY By Name: Title: BANQUE PARIBAS By Name: Title: By Name: Title: BANQUE FRANCAISE DU COMMERCE EXTERIEUR By Name: Title: By Name: Title: BAYERISCHE VEREINSBANK AG, LOS ANGELES AGENCY By Name: Title: By Name: Title: BHF-BANK, NEW YORK BRANCH By Name: Title: By Name: Title: DAIWA BANK TRUST COMPANY By Name: Title: By Name: Title: DG BANK DEUTSCHE GENOSSENSCHAFTSBANK By Name: Title: By Name: Title: FIRST HAWAIIAN BANK By Name: Title: FIRST UNION NATIONAL BANK OF NORTH CAROLINA By Name: Title: FLEET BANK OF MASSACHUSETTS, N.A. By Name: Title: LIBERTY BANK AND TRUST COMPANY OF OKLAHOMA CITY, N.A. By Name: Title: MANUFACTURERS AND TRADERS TRUST COMPANY By Name: Title: THE MITSUBISHI TRUST AND BANKING CORPORATION By Name: Title: THE MITSUI TRUST AND BANKING COMPANY, LIMITED By Name: Title: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION By Name: Title: WESTDEUTSCHE LANDESBANK GIROZENTRALE, New York Branch By Name: Title: WESTDEUTSCHE LANDESBANK GIROZENTRALE, Cayman Islands Branch By Name: Title: THE YASUDA TRUST AND BANKING COMPANY, LTD. By Name: Title: THE FIRST NATIONAL BANK OF CHICAGO By Name: Title: DRESDNER BANK AG NEW YORK BRANCH By Name: Title: By Name: Title: BANK HAPOALIM B.M., Los Angeles Branch By Name: Title: THE CHASE MANHATTAN BANK, N.A. By Name: Title: KREDIETBANK N.V. By Name: Title: By Name: Title: MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION By Name: Title: THE SUMITOMO BANK OF CALIFORNIA By Name: Title: EX-4.1 3 AMENDMENT NO. 2 TO BORROWER PLEDGE AGREEMENT AMENDMENT dated as of June 30, 1995, to the Pledge Agreement dated as of July 19, 1994 (as previously amended, the "Pledge Agreement") by Fleming Companies, Inc. (with its successors, the "Pledgor") in favor of Morgan Guaranty Trust Company of New York, as Collateral Agent. W I T N E S S E T H: WHEREAS, the Pledgor desires to amend the Pledge Agreement to effect the amendments reflected herein; and WHEREAS, the Required Banks have authorized and directed the Collateral agent to execute and deliver this Amendment; NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. Definitions; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Pledge Agreement shall have the meaning assigned to such term in the Pledge Agreement. Each reference to "hereof," "hereunder," "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Pledge Agreement shall from and after the date hereof refer to the Pledge Agreement as amended hereby. SECTION 2. Amendment of the Recitals. (a) The limitation appearing in Paragraph C of the recitals of the Pledge Agreement is amended by changing the dollar figure appearing therein from "$160,000,000 to "$200,000,000." (b) Paragraph D of the recitals of the Pledge Agreement is amended by inserting immediately after the phrase "Further Letter of Credit Agreements" which appears therein the phrase "or providing Short-term Bank Debt". (c) The recitals of the Pledge Agreement are further amended by inserting immediately after Paragraph C the following new Paragraph D, and relettering Paragraphs D, E and F accordingly: D. It is contemplated that the Pledgor may incur Debt owing to one or more of the Banks (in addition to Loans available under the Credit Agreement), payable on demand or maturing less than one year after the date of its incurrence, in an aggregate principal amount outstanding at any time not exceeding $100,000,000, which has been designated by the Pledgor in writing to the holder of such Debt, on or before the date of incurrence of such Debt, as being entitled to the benefits of this Pledge Agreement ("Short-term Bank Debt"); SECTION 3. Amendment of Section 1. (a) The definition of "Secured Obligations" in Section 1 of the Pledge Agreement is amended by inserting the following new clause (iv) and renumbering the original clauses (iv) and (v) accordingly: (iv) all obligations of the Pledgor now existing or hereafter arising which constitute Short-term Bank Debt; (b) The definition of "Secured Obligations" in Section 1 of the Pledge Agreement is further amended by adding at the end of the proviso the following: and provided further that no more than $100,000,000 in aggregate principal amount of Short-term Bank Debt shall constitute Secured Obligations and if in any event the Pledgor shall have incurred Debt of a character constituting Short-term Bank Debt from one or more of the Banks in a principal amount outstanding exceeding $100,000,000, the determination of which of such Debt shall constitute Secured Obligations shall be made solely upon the basis of the earliest of such Debt to have been incurred. (c) The definition of "Secured Obligations" in Section 1 of the Pledge Agreement is further amended by changing the dollar figure appearing in the first proviso therein from "$160,000,000" to "$200,000,000". SECTION 4. Amendment of Section 13. (a) Section 13(c) of the Pledge Agreement is amended by adding the following new sentence at the beginning of such Section: The Pledgor may from time to time, and upon request of the Collateral Agent from time to time shall, furnish to the Collateral Agent a certificate signed by a Responsible Officer which shall identify the name and address of each Bank, if any, to which any Short-term Bank Debt is outstanding as of the date of such certificate, specifying the principal amount of such Bank's Short-term Bank Debt and the date on which such Short-term Bank Debt was incurred. (b) Section 13(c) of the Pledge Agreement is further amended by inserting in clause (1) of the second sentence thereof (as determined after giving effect to the other amendments herein) immediately after the phrase "Further Letter of Credit Agreement," the phrase "or constituting Short-term Bank Debt,". (c) Section 13(c) of the Pledge Agreement is further amended by inserting in clause (1) of the second sentence thereof (as determined after giving effect to the other amendments herein) immediately after the phrase "definition of Secured Parties" the phrase "or most recently pursuant to the first sentence of this Section 13(c)". SECTION 5. Amendment of Section 20. Section 20 of the Pledge Agreement is amended by inserting immediately after the phrase "a Further Letter of Credit Agreement" which appears therein the phrase ", or the obligee of any Short-term Bank Debt,". SECTION 6. Amendment of Section 21. Section 21 of the Pledge Agreement is amended by inserting immediately after the second proviso in the first sentence thereof the following proviso: ; provided further that without the consent of the Banks to whom a majority of the obligations constituting Short-term Bank Debt are owed, no such amendment, modification, supplement, termination or waiver may (i) exclude any Short-term Bank Debt from the definition of Secured Obligations or (ii) change the provisions of clause Second of Section 13 hereof which would adversely affect the rights of the holders of any Short-term Bank Debt. SECTION 7. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. SECTION 8. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. FLEMING COMPANIES, INC. By _____________________________ John M. Thompson Vice President and Treasurer MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Collateral Agent By _____________________________ Name: Title: EX-4.2 4 AMENDMENT NO. 2 TO BORROWER SECURITY AGREEMENT AMENDMENT dated as of June 30, 1995, to the Security Agreement dated as of July 19, 1994 (as previously amended, the "Security Agreement") by Fleming Companies, Inc. (with its successors, the "Pledgor") in favor of Morgan Guaranty Trust Company of New York, as Collateral Agent. W I T N E S S E T H: WHEREAS, the Pledgor desires to amend the Security Agreement to effect the amendments reflected herein; and WHEREAS, the Required Banks have authorized and directed the Collateral Agent to execute and deliver this Amendment; NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. Definitions; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Security Agreement shall have the meaning assigned to such term in the Security Agreement. Each reference to "hereof," "hereunder," "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Security Agreement shall from and after the date hereof refer to the Security Agreement as amended hereby. SECTION 2. Amendment to the Recitals. (a) The limitation appearing in Paragraph C of the recitals of the Security Agreement is amended by changing the dollar figure appearing therein from "$160,000,000" to "$200,000,000." (b) Paragraph D of the recitals of the Security Agreement is amended by inserting immediately after the phrase "Further Letter of Credit Agreements" which appears therein the phrase "or providing Short-term Bank Debt". (c) The recitals of the Security Agreement are further amended by inserting immediately after Paragraph C the following new Paragraph D, and relettering Paragraphs D, E and F accordingly: D. It is contemplated that the Pledgor may incur Debt owing to one or more of the Banks (in addition to Loans available under the Credit Agreement), payable on demand or maturing less than one year after the date of its incurrence, in an aggregate principal amount outstanding at any time not exceeding $100,000,000, which has been designated by the Pledgor in writing to the holder of such Debt, on or before the date of incurrence of such Debt, as being entitled to the benefits of this Security Agreement ("Short-term Bank Debt"); SECTION 3. Amendment of Section 2. (a) The first paragraph of Section 2 of the Security Agreement is amended by inserting in clause (i) thereof immediately after the words "any Further Letter of Credit Agreement", the first time such words appear in such clause, the phrase ", all obligations of the Pledgor now existing or hereafter arising constituting Short-term Bank Debt". (b) The first paragraph of Section 2 of the Security Agreement is further amended by inserting in the parenthetical in clause (i) thereof, immediately after the words "any Interest Rate Protection Agreement", the phrase ", the obligations constituting any Short-term Bank Debt". (c) The second paragraph of Section 2 of the Security Agreement is amended by adding to the end thereof the following: No more than $100,000,000 in aggregate principal amount of Short-term Bank Debt shall constitute Secured Obligations and if in any event the Pledgor shall have incurred Debt of a character constituting Short-term Bank Debt from one or more of the Banks in a principal amount outstanding exceeding $100,000,000, the determination of which of such Debt shall constitute Secured Obligations shall be made solely upon the basis of the earliest of such Debt to have been incurred. (d) The second paragraph of Section 2 of the Security Agreement is further amended by changing the dollar figure appearing in the first sentence thereof from "$160,000,000" to "$200,000,000". SECTION 4. Amendment of Section 3. Section 3 of the Security Agreement is amended by inserting the phrase "any agreement or instrument evidencing Short-term Bank Debt," immediately after the phrase "Interest Rate Protection Agreement," in both places where such phrase appears in such section. SECTION 5. Amendment of Section 11. (a) Subsection (c) of Section 11 of the Security Agreement is amended by adding the following new sentence at the beginning of such subsection: The Pledgor may from time to time, and upon request of the Collateral Agent from time to time shall, furnish to the Collateral Agent a certificate signed by a Responsible Officer which shall identify the name and address of each Bank, if any, to which any Short-term Bank Debt is outstanding as of the date of such certificate, specifying the principal amount of such Bank's Short-term Bank Debt and the date on which such Short-term Bank Debt was incurred. (b) Subsection (c) of Section 11 of the Security Agreement is further amended by inserting in clause (i) of the second sentence thereof (as determined after giving effect to the other amendments herein) immediately after the phrase "Further Letter of Credit Agreement," the phrase "or constituting Short-term Bank Debt,". (c) Subsection (c) of Section 11 of the Security Agreement is further amended by inserting in clause (i) of the second sentence thereof (as determined after giving effect to the other amendments herein) immediately after the phrase "pursuant to Section 2" the phrase "or most recently pursuant to the first sentence of this Section 11(c)". (d) Subsection (c) of Section 11 of the Security Agreement is further amended by renumbering clause (i) of the second sentence thereof (as determined after giving effect to the other amendments herein) as clause (1). SECTION 6. Amendment of Section 15. Section 15 of the Security Agreement is amended by inserting immediately after the phrase "any Interest Rate Protection Agreement" which appears therein the phrase ", any agreement or instrument evidencing Short-term Bank Debt". SECTION 7. Amendment of Section 16. (a) Subsection (a) of Section 16 of the Security Agreement is amended by inserting the phrase ", any agreement or instrument evidencing Short-term Bank Debt" immediately after the phrase "Interest Rate Protection Agreement" in both places where such phrase appears in such subsection. (b) Subsection (b) of Section 16 of the Security Agreement is amended by inserting immediately after the phrase "any Interest Rate Protection Agreement," which appears therein the phrase "any agreement or instrument evidencing Short-term Bank Debt,". SECTION 8. Amendment of Section 17. Section 17 of the Security Agreement is amended by inserting immediately after the second proviso in the first sentence the following proviso: ; provided further that without the consent of the Banks to whom a majority of the obligations constituting Short-term Bank Debt are owed, no such amendment, modification, supplement, termination or waiver may (i) exclude any Short-term Bank Debt from the definition of Secured Obligations or (ii) change the provisions of clause Second of Section 11 hereof which would adversely affect the rights of the holders of any Short-term Bank Debt. SECTION 9. Amendment of Section 22. Section 22 of the Security Agreement is amended by inserting immediately after the phrase "Further Letter of Credit Agreement" which appears therein the phrase ", or the obligee of any Short-term Bank Debt,". SECTION 10. Amendment of Section 28. Clauses (ii), (iii) and (v) of Section 28 of the Security Agreement are amended by inserting the phrase "any agreement or instrument evidencing Short-term Bank Debt," immediately after the phrase "any Interest Rate Protection Agreement,", each time such phrase appears in such clauses. SECTION 11. Amendment of Section 29. Section 29 of the Security Agreement is amended by inserting immediately after the phrase "the Credit Agreement" which appears therein the phrase ", any agreement or instrument evidencing Short-term Bank Debt". SECTION 12. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. SECTION 13. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. FLEMING COMPANIES, INC. By _____________________________ John M. Thompson Vice President and Treasurer MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Collateral Agent By _____________________________ Name: Title: EX-4.3 5 AMENDMENT NO. 2 TO SUBSIDIARY PLEDGE AGREEMENTS AMENDMENT dated as of June 30, 1995, to the Subsidiary Pledge Agreements (each, as previously amended, a "Pledge Agreement") dated as of July 19, 1994 and each by one of the corporations identified as the Pledgors on the signature pages hereof (each, a "Pledgor") in favor of Morgan Guaranty Trust Company of New York, as Collateral Agent. W I T N E S S E T H: WHEREAS, the Pledgors desire to amend the Subsidiary Pledge Agreements to effect the amendments reflected herein; and WHEREAS, the Required Banks have authorized and directed the Collateral Agent to execute and deliver this Amendment; NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. Definitions; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Pledge Agreements shall have the meaning assigned to such term in the Pledge Agreements. Each reference to "hereof," "hereunder," "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Pledge Agreements shall from and after the date hereof refer to the Pledge Agreements as amended hereby. SECTION 2. Amendment to the Recitals. (a) The limitation appearing in Paragraph C of the recitals of each of the Pledge Agreements is amended by changing the dollar figure appearing therein from "$160,000,000" to "$200,000,000." (b) Paragraph E of the recitals of each of the Pledge Agreements is amended by inserting immediately after the phrase "Further Letter of Credit Agreements" which appears therein the phrase "or providing Short-term Bank Debt". (c) The recitals of each of the Pledge Agreements are further amended by inserting immediately after Paragraph C the following new Paragraph D, and relettering Paragraphs D, E and F accordingly: D. It is contemplated that the Borrower may incur Debt owing to one or more of the Banks (in addition to Loans available under the Credit Agreement), payable on demand or maturing less than one year after the date of its incurrence, in an aggregate principal amount outstanding at any time not exceeding $100,000,000, which has been designated by the Borrower in writing to the holder of such Debt, on or before the date of incurrence of such Debt, as being entitled to the benefits of the Guarantee Agreement (as defined below) ("Short-term Bank Debt"); SECTION 3. Amendment of Section 13. (a) Subsection (c) of Section 13 of each of the Pledge Agreements is amended by adding the following new sentence at the beginning of such subsection: The Borrower may from time to time, and upon request of the Collateral Agent from time to time shall, furnish to the Collateral Agent a certificate signed by a Responsible Officer which shall identify the name and address of each Bank, if any, to which any Short-term Bank Debt is outstanding as of the date of such certificate, specifying the principal amount of such Bank's Short-term Bank Debt and the date on which such Short-term Bank Debt was incurred. (b) Subsection (c) of Section 13 of each of the Pledge Agreements is further amended by inserting in clause (1) of the second sentence thereof (as determined after giving effect to the other amendments herein) immediately after the phrase "Further Letter of Credit Agreement," the phrase "or constituting Short-term Bank Debt,". (c) Subsection (c) of Section 13 of each of the Pledge Agreements is further amended by inserting in clause (1) of the second sentence thereof (as determined after giving effect to the other amendments herein) immediately after the phrase "pursuant to the Guarantee Agreement" the phrase "or most recently pursuant to the first sentence of this Section 13(c)". SECTION 4. Amendment of Section 20. Section 20 of each of the Pledge Agreements is amended by inserting immediately after the phrase "Further Letter of Credit Agreement" which appears therein the phrase ", or the obligee of any Short-term Bank Debt,". SECTION 5. Amendment of Section 21. Section 21 of each of the Pledge Agreements is amended by inserting immediately after the second proviso in the first sentence thereof the following proviso: ; provided further that without the consent of the Banks to whom a majority of the obligations constituting Short-term Bank Debt are owed, no such amendment, modification, supplement, termination or waiver may (i) exclude any Short-term Bank Debt from the definition of Secured Obligations or (ii) change the provisions of clause Second of Section 13 hereof which would adversely affect the rights of the holders of any Short-term Bank Debt. SECTION 6. Amendment of Section 26. (a) Clause (i) of Section 26 of each of the Pledge Agreements is amended by changing the word "Pledgor" appearing therein to "Borrower". (b) Clauses (ii), (iii) and (v) of Section 26 of each of the Pledge Agreements are amended by inserting the phrase "any agreement or instrument evidencing Short-term Bank Debt," immediately after the phrase "any Interest Rate Protection Agreement,", each time such phrase appears in such clauses. SECTION 7. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. SECTION 8. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. PLEDGORS: FLEMING SUPERMARKETS, INC. By______________________________ Name: John M. Thompson Title: Vice President GATEWAY FOODS, INC. By______________________________ Name: John M. Thompson Title: Vice President GATEWAY FOODS OF PENNSYLVANIA, INC. By______________________________ Name: John M. Thompson Title: Vice President GATEWAY FOODS OF TWIN PORTS, INC. By______________________________ Name: John M. Thompson Title: Vice President HEARTLAND SUPERMARKETS, INC. By______________________________ Name: John M. Thompson Title: Vice President SCRIVNER OF ILLINOIS, INC. By______________________________ Name: John M. Thompson Title: Vice President SCRIVNER OF KANSAS, INC. By______________________________ Name: John M. Thompson Title: Vice President SCRIVNER OF NEW YORK, INC. By______________________________ Name: John M. Thompson Title: Vice President SCRIVNER OF TENNESSEE, INC. By______________________________ Name: John M. Thompson Title: Vice President COLLATERAL AGENT: MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Collateral Agent By _____________________________ Name: Title: EX-4.4 6 AMENDMENT NO. 2 TO SUBSIDIARY SECURITY AGREEMENTS AMENDMENT dated as of June 30, 1995 to the Subsidiary Security Agreements (each, as previously amended, a "Security Agreement") dated as of July 19, 1994 and each by one of the corporations identified as the Pledgors on the signature pages hereof (each, a "Pledgor") in favor of Morgan Guaranty Trust Company of New York, as Collateral Agent. W I T N E S S E T H: WHEREAS, the Pledgors desire to amend the Subsidiary Security Agreements to effect the amendments reflected herein; and WHEREAS, the Required Banks have authorized and directed the Collateral Agent to execute and deliver this Amendment; NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. Definitions; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Security Agreements shall have the meaning assigned to such term in the Security Agreements. Each reference to "hereof," "hereunder," "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Security Agreements shall from and after the date hereof refer to the Security Agreements as amended hereby. SECTION 2. Amendment to the Recitals. (a) The limitation appearing in Paragraph C of the recitals of each of the Security Agreements is amended by changing the dollar figure appearing therein from "$160,000,000" to "$200,000,000." (b) Paragraph E of the recitals of each of the Security Agreements is amended by inserting immediately after the phrase "Further Letter of Credit Agreements" which appears therein the phrase "or providing Short-term Bank Debt". (c) The recitals of each of the Security Agreements are further amended by inserting immediately after Paragraph C the following new Paragraph D, and relettering Paragraphs D, E and F accordingly: D. It is contemplated that the Borrower may incur Debt owing to one or more of the Banks (in addition to Loans available under the Credit Agreement), payable on demand or maturing less than one year after the date of its incurrence, in an aggregate principal amount outstanding at any time not exceeding $100,000,000, which has been designated by the Borrower in writing to the holder of such Debt, on or before the date of incurrence of such Debt, as being entitled to the benefits of the Guarantee Agreement (as defined below) ("Short-term Bank Debt"); SECTION 3. Amendment of Section 11. (a) Subsection (c) of Section 11 of each of the Security Agreements is amended by adding the following new sentence at the beginning of such subsection: The Borrower may from time to time, and upon request of the Collateral Agent from time to time shall, furnish to the Collateral Agent a certificate signed by a Responsible Officer which shall identify the name and address of each Bank, if any, to which any Short-term Bank Debt is outstanding as of the date of such certificate, specifying the principal amount of such Bank's Short-term Bank Debt and the date on which such Short-term Bank Debt was incurred. (b) Subsection (c) of Section 11 of each of the Security Agreements is further amended by inserting in clause (i) of the second sentence thereof (as determined after giving effect to the other amendments herein) immediately after the phrase "Further Letter of Credit Agreement," the phrase "or constituting Short-term Bank Debt,". (c) Subsection (c) of Section 11 of each of the Security Agreements is further amended by inserting in clause (i) of the second sentence thereof (as determined after giving effect to the other amendments herein) immediately after the phrase "pursuant to the Guarantee Agreement" the phrase "or most recently pursuant to the first sentence of this Section 11(c)". (d) Subsection (c) of Section 11 of each of the Security Agreements is further amended by renumbering clause (i) of the second sentence thereof (as determined after giving effect to the other amendments herein) as clause (1). SECTION 4. Amendment of Section 17. Section 17 of each of the Security Agreements is amended by inserting immediately after the second proviso in the first sentence the following proviso: ; provided further that without the consent of the Banks to whom a majority of the obligations constituting Short-term Bank Debt are owed, no such amendment, modification, supplement, termination or waiver may (i) exclude any Short-term Bank Debt from the definition of Secured Obligations or (ii) change the provisions of clause Second of Section 11 hereof which would adversely affect the rights of the holders of any Short-term Bank Debt. SECTION 5. Amendment of Section 22. Section 22 of each of the Security Agreements is amended by inserting immediately after the phrase "Further Letter of Credit Agreement" which appears therein the phrase ", or the obligee of any Short-term Bank Debt". SECTION 6. Amendment of Section 28. (a) Clause (i) of Section 28 of each of the Security Agreements is amended by changing the word "Pledgor" appearing therein to "Borrower". (b) Clauses (ii), (iii) and (v) of Section 28 of each of the Security Agreements are amended by inserting the phrase "any agreement or instrument evidencing Short-term Bank Debt," immediately after the phrase "any Interest Rate Protection Agreement,", each time such phrase appears in such clauses. SECTION 7. Amendment of Section 29. Section 29 of each of the Security Agreements is amended by inserting immediately after the phrase "the Credit Agreement" which appears therein the phrase ", any agreement or instrument evidencing Short-term Bank Debt". SECTION 8. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. SECTION 9. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. PLEDGORS: 121 EAST MAIN STREET, INC. By______________________________ Name: John M. Thompson Title: Vice President 27 SLAYTON AVENUE, INC. By______________________________ Name: John M. Thompson Title: Vice President 29 SUPER MARKET, INC. By______________________________ Name: John M. Thompson Title: Vice President 35 CHURCH STREET, INC. By______________________________ Name: John M. Thompson Title: Vice President BIG W OF FLORIDA, INC. By______________________________ Name: John M. Thompson Title: Vice President COMMERCIAL COLD/DRY STORAGE COMPANY By______________________________ Name: John M. Thompson Title: Vice President FLEMING FOREIGN SALES CORPORATION By______________________________ Name: John M. Thompson Title: Vice President FLEMING INTERNATIONAL LTD. By______________________________ Name: John M. Thompson Title: Vice President FLEMING SUPERMARKETS, INC. By______________________________ Name: John M. Thompson Title: Vice President FLEMING SUPERMARKETS OF FLORIDA, INC. By______________________________ Name: John M. Thompson Title: Vice President FLEMING TRANSPORTATION SERVICE, INC. By______________________________ Name: John M. Thompson Title: Vice President FLEMING WHOLESALE, INC. By______________________________ Name: John M. Thompson Title: Vice President GATEWAY DEVELOPMENT CO., INC. By______________________________ Name: John M. Thompson Title: Vice President GATEWAY FOODS, INC. By______________________________ Name: John M. Thompson Title: Vice President GATEWAY FOODS OF ALTOONA, INC. By______________________________ Name: John M. Thompson Title: Vice President GATEWAY FOODS OF PENNSYLVANIA, INC. By______________________________ Name: John M. Thompson Title: Vice President GATEWAY FOODS OF TWIN PORTS, INC. By______________________________ Name: John M. Thompson Title: Vice President HEARTLAND SUPERMARKETS, INC. By______________________________ Name: John M. Thompson Title: Vice President KENNSINGTON AND HARLEM, INC. By______________________________ Name: John M. Thompson Title: Vice President LADYSMITH IGA, INC. By______________________________ Name: John M. Thompson Title: Vice President LAKE MARKETS, INC. By______________________________ Name: John M. Thompson Title: Vice President MT. MORRIS SUPER DUPER, INC. By______________________________ Name: John M. Thompson Title: Vice President NIAGARA FALLS SUPER DUPER, INC. By______________________________ Name: John M. Thompson Title: Vice President NORTHGATE PLAZA, INC. By______________________________ Name: John M. Thompson Title: Vice President RICHLAND CENTER IGA, INC. By______________________________ Name: John M. Thompson Title: Vice President SCRIVNER OF ALABAMA, INC. By______________________________ Name: John M. Thompson Title: Vice President SCRIVNER OF ILLINOIS, INC. By______________________________ Name: John M. Thompson Title: Vice President SCRIVNER OF IOWA, INC. By______________________________ Name: John M. Thompson Title: Vice President SCRIVNER OF KANSAS, INC. By______________________________ Name: John M. Thompson Title: Vice President SCRIVNER OF NEW YORK, INC. By______________________________ Name: John M. Thompson Title: Vice President SCRIVNER OF NORTH CAROLINA, INC. By______________________________ Name: John M. Thompson Title: Vice President SCRIVNER OF PENNSYLVANIA, INC. By______________________________ Name: John M. Thompson Title: Vice President SCRIVNER OF TENNESSEE, INC. By______________________________ Name: John M. Thompson Title: Vice President SCRIVNER OF TEXAS, INC. By______________________________ Name: John M. Thompson Title: Vice President SCRIVNER TRANSPORTATION, INC. By______________________________ Name: John M. Thompson Title: Vice President SMARTRANS, INC. By______________________________ Name: John M. Thompson Title: Vice President COLLATERAL AGENT: MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Collateral Agent By _____________________________ Name: Title: EX-4.5 7 AMENDMENT NO. 2 TO SUBSIDIARY GUARANTEE AGREEMENTS AMENDMENT dated as of June 30, 1995, to the Subsidiary Guarantee Agreements (each, as previously amended, a "Guarantee Agreement") each dated as of July 19, 1994 and each between one of the corporations identified as the Guarantors on the signature pages hereof (each, a "Guarantor") and Morgan Guaranty Trust Company of New York, as Collateral Agent. W I T N E S S E T H: WHEREAS, the Guarantors desire to amend the Guarantee Agreements to effect the amendments reflected herein; and WHEREAS, the Required Banks have authorized and directed the Collateral Agent to execute and deliver this Amendment; NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. Definitions; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Guarantee Agreements shall have the meaning assigned to such term in the Guarantee Agreements. Each reference to "hereof," "hereunder," "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Guarantee Agreements shall from and after the date hereof refer to the Guarantee Agreements as amended hereby. SECTION 2. Amendment of the Recitals. (a) The limitation contained in the third WHEREAS clause of each of the Guarantee Agreements is amended by changing the dollar figure appearing therein from "$160,000,000" to "$200,000,000." (b) The fourth WHEREAS clause of each of the Guarantee Agreements is amended by inserting immediately after the phrase "Further Letter of Credit Agreements" the phrase "or providing Short-term Bank Debt". (c) The fifth WHEREAS clause of each of the Guarantee Agreements is amended by inserting immediately after the phrase "induce Banks to" the phrase "provide Short-term Bank Debt and to". (d) The fifth WHEREAS clause of each of the Guarantee Agreements is further amended by inserting immediately after the phrase "any Interest Rate Protection Agreements" the phrase ", any Short-term Bank Debt". (e) The recitals of each of the Guarantee Agreements are further amended by inserting immediately after the third WHEREAS clause the following new WHEREAS clause: WHEREAS, it is contemplated that the Borrower may incur Debt owing to one or more of the Banks (in addition to Loans available under the Credit Agreement), payable on demand or maturing less than one year after the date of its incurrence, in an aggregate principal amount outstanding at any time not exceeding $100,000,000, which has been designated by the Borrower in writing to the holder of such Debt, on or before the date of incurrence of such Debt, as being entitled to the benefits of this Guarantee Agreement ("Short-term Bank Debt"); SECTION 3. Amendment of Section 1.01. (a) The definition of "Guaranteed Obligations" in Section 1.01 of each of the Guarantee Agreements is amended by inserting the following new clause (iv) and renumbering the original clauses (iv) and (v) accordingly: (iv) all obligations of the Borrower with respect to any Short-term Bank Debt, (b) The definition of "Guaranteed Obligations" in Section 1.01 of each of the Guarantee Agreements is further amended by adding at the end of the proviso in the first sentence thereof the following: and provided further that no more than $100,000,000 in aggregate principal amount of Short-term Bank Debt shall constitute Guaranteed Obligations and if in any event the Borrower shall have incurred Debt of a character constituting Short-term Bank Debt from one or more of the Banks in a principal amount outstanding exceeding $100,000,000, the determination of which of such Debt shall constitute Guaranteed Obligations shall be made solely upon the basis of the earliest of such Debt to have been incurred. (c) The definition of "Guaranteed Obligations" in Section 1.01 of each of the Guarantee Agreements is further amended by changing the dollar figure appearing in the first proviso therein from "$160,000,000" to "$200,000,000". (d) The definition of "Related Agreements" appearing in Section 1.01 of each of the Guarantee Agreements is amended by inserting immediately after the phrase "any Interest Rate Protection Agreements" which appears therein the phrase ", any instrument evidencing any Short-term Bank Debt". SECTION 4. Amendment of Section 2.04. Section 2.04 of each of the Guarantee Agreements is amended by inserting immediately after the phrase "Further Letter of Credit Agreement" which appears therein the phrase "or Short-term Bank Debt". SECTION 5. Amendment of Section 4.05. Section 4.05 of each of the Guarantee Agreements is amended by inserting immediately after the phrase "Further Letter of Credit Agreement" which appears therein the phrase ", or the obligee of any Short- term Bank Debt,". SECTION 6. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. SECTION 7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. GUARANTORS: 109 WEST MAIN STREET, INC. By______________________________ Name: John M. Thompson Title: Vice President 121 EAST MAIN STREET, INC. By______________________________ Name: John M. Thompson Title: Vice President 27 SLAYTON AVENUE, INC. By______________________________ Name: John M. Thompson Title: Vice President 29 SUPER MARKET, INC. By______________________________ Name: John M. Thompson Title: Vice President 35 CHURCH STREET, INC. By______________________________ Name: John M. Thompson Title: Vice President BIG W OF FLORIDA, INC. By______________________________ Name: John M. Thompson Title: Vice President COMMERCIAL COLD/DRY STORAGE COMPANY By______________________________ Name: John M. Thompson Title: Vice President FLEMING FOREIGN SALES CORPORATION By______________________________ Name: John M. Thompson Title: Vice President FLEMING INTERNATIONAL LTD. By______________________________ Name: John M. Thompson Title: Vice President FLEMING SUPERMARKETS, INC. By______________________________ Name: John M. Thompson Title: Vice President FLEMING SUPERMARKETS OF FLORIDA, INC. By______________________________ Name: John M. Thompson Title: Vice President FLEMING TRANSPORTATION SERVICE, INC. By______________________________ Name: John M. Thompson Title: Vice President FLEMING WHOLESALE, INC. By______________________________ Name: John M. Thompson Title: Vice President GATEWAY DEVELOPMENT CO., INC. By______________________________ Name: John M. Thompson Title: Vice President GATEWAY FOODS, INC. By______________________________ Name: John M. Thompson Title: Vice President GATEWAY FOODS OF ALTOONA, INC. By______________________________ Name: John M. Thompson Title: Vice President GATEWAY FOODS OF PENNSYLVANIA, INC. By______________________________ Name: John M. Thompson Title: Vice President GATEWAY FOODS OF TWIN PORTS, INC. By______________________________ Name: John M. Thompson Title: Vice President HEARTLAND SUPERMARKETS, INC. By______________________________ Name: John M. Thompson Title: Vice President KENNSINGTON AND HARLEM, INC. By______________________________ Name: John M. Thompson Title: Vice President LADYSMITH EAST IGA, INC. By______________________________ Name: John M. Thompson Title: Vice President LADYSMITH IGA, INC. By______________________________ Name: John M. Thompson Title: Vice President LAKE MARKETS, INC. By______________________________ Name: John M. Thompson Title: Vice President LAS, INC. By______________________________ Name: John M. Thompson Title: Vice President MANITOWOC, INC. By______________________________ Name: John M. Thompson Title: Vice President MT. MORRIS SUPER DUPER, INC. By______________________________ Name: John M. Thompson Title: Vice President NIAGARA FALLS SUPER DUPER, INC. By______________________________ Name: John M. Thompson Title: Vice President NORTHGATE PLAZA, INC. By______________________________ Name: John M. Thompson Title: Vice President PESHTIGO IGA, INC. By______________________________ Name: John M. Thompson Title: Vice President RICHLAND CENTER IGA, INC. By______________________________ Name: John M. Thompson Title: Vice President ROUTE 16, INC. By______________________________ Name: John M. Thompson Title: Vice President ROUTE 219, INC. By______________________________ Name: John M. Thompson Title: Vice President ROUTE 417, INC. By______________________________ Name: John M. Thompson Title: Vice President SCRIVNER OF ALABAMA, INC. By______________________________ Name: John M. Thompson Title: Vice President SCRIVNER OF ILLINOIS, INC. By______________________________ Name: John M. Thompson Title: Vice President SCRIVNER OF IOWA, INC. By______________________________ Name: John M. Thompson Title: Vice President SCRIVNER OF KANSAS, INC. By______________________________ Name: John M. Thompson Title: Vice President SCRIVNER OF NEW YORK, INC. By______________________________ Name: John M. Thompson Title: Vice President SCRIVNER OF NORTH CAROLINA, INC. By______________________________ Name: John M. Thompson Title: Vice President SCRIVNER OF PENNSYLVANIA, INC. By______________________________ Name: John M. Thompson Title: Vice President SCRIVNER OF TENNESSEE, INC. By______________________________ Name: John M. Thompson Title: Vice President SCRIVNER OF TEXAS, INC. By______________________________ Name: John M. Thompson Title: Vice President SCRIVNER TRANSPORTATION, INC. By______________________________ Name: John M. Thompson Title: Vice President SMARTRANS, INC. By______________________________ Name: John M. Thompson Title: Vice President SOUTH OGDEN SUPER DUPER, INC. By______________________________ Name: John M. Thompson Title: Vice President COLLATERAL AGENT: MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Collateral Agent By _____________________________ Name: Title: EX-12 8 FLEMING COMPANIES, INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
28 Weeks Ended ------------------------- Fiscal Year Ended the Last Saturday in December July 15, July 9, 1990 1991 1992 1993 1994 1995 1994 ---- ---- ---- ---- ---- ---- ---- (In thousands of dollars) Earnings: Pretax income $164,501 $104,329 $194,941 $ 72,078 $112,337 $ 70,111 $ 76,913 Fixed charges, net 117,877 117,865 105,726 102,303 148,454 120,304 50,728 -------- -------- -------- -------- -------- -------- -------- Total earnings $282,378 $222,194 $300,667 $174,381 $260,791 $190,415 $127,641 ======== ======== ======== ======== ======== ======== ======== Fixed charges: Interest expense $ 93,643 $ 93,353 $ 81,102 $ 78,029 $120,408 $ 96,443 $ 38,194 Portion of rental charges deemed to be interest 22,907 23,027 22,969 27,746 6,582 19,990 11,815 Capitalized interest and debt issuance cost amortization 1,250 1,464 1,287 1,005 364 3,721 569 -------- -------- -------- -------- -------- -------- -------- Total fixed charges $117,729 $117,724 $105,416 $102,003 $148,518 $120,154 $ 50,578 ======== ======== ======== ======== ======== ======== ======== Ratio of earnings to fixed charges 2.40 1.89 2.85 1.71 1.76 1.58 2.52 ==== ==== ==== ==== ==== ==== ====
"Earnings" consists of income before income taxes and fixed charges excluding capitalized interest. Capitalized interest amortized during the respective periods is added back to earnings. "Fixed charges, net" consists of interest expense, an estimated amount of rental expense which is deemed to be a representative of the interest factor and amortization of capitalized interest and debt issuance cost. The pro forma ratio of earnings to fixed charges is omitted as it is not applicable. EX-27 9
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q FOR THE SECOND QUARTERLY PERIOD ENDED JULY 15, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000352949 FLEMING COMPANIES, INC. 1,000 6-MOS DEC-30-1995 JUL-15-1995 2,254 0 435,677 49,224 1,102,534 1,572,769 1,484,104 510,549 4,205,814 1,218,506 1,341,525 94,129 0 0 1,001,787 4,205,814 9,505,605 9,505,605 8,745,892 9,323,492 0 15,559 96,443 70,111 35,827 34,284 0 0 0 34,284 .91 .91
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