-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QVLEDvychSnUErxAlp3sna0pe7Y3kKJkGkK4h4WCN1V99lRcTDCPqzoxlHxmre9U a1b0woNPFHg9eDleWZlfaQ== 0000950134-02-007682.txt : 20020626 0000950134-02-007682.hdr.sgml : 20020626 20020626172339 ACCESSION NUMBER: 0000950134-02-007682 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011228 FILED AS OF DATE: 20020626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEMING COMPANIES INC /OK/ CENTRAL INDEX KEY: 0000352949 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 480222760 STATE OF INCORPORATION: OK FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08140 FILM NUMBER: 02688135 BUSINESS ADDRESS: STREET 1: 1945 LAKEPOINTE DRIVE CITY: LEWISVILLE STATE: TX ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 1945 LAKEPOINT DRIVE CITY: LEWISVILLE STATE: TX ZIP: 75057 11-K 1 d97965e11vk.txt FORM 11-K FOR FISCAL YEAR END DECEMBER 28, 2001 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) of the SECURITIES EXCHANGE ACT OF 1934 (Mark One) [X] Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 28, 2001 Or [ ] Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the transition period from ___________ to ____________ Commission file number 001-08140 FLEMING COMPANIES, INC. MATCHING 401(k) PLAN FLEMING COMPANIES, INC. 1945 Lakepointe Drive P.O. Box 299013 Lewisville, Texas 75029 Name of issuer of the securities held pursuant to the plan and the address of its principal executive office FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FLEMING COMPANIES, INC. MATCHING 401(k) PLAN December 28, 2001 and December 29, 2000 TABLE OF CONTENTS
Page Report of Independent Certified Public Accountants 3 Financial Statements Statements of Net Assets Available for Benefits, December 28, 2001 and December 29, 2000 4 Statements of Changes in Net Assets Available for Benefits, Years Ended December 28, 2001 and December 29, 2000 5 Notes to Financial Statements 6 Supplemental Schedule Schedule of Assets Held for Investment Purposes, December 28, 2001 11
2 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Plan Sponsor and Trustee Fleming Companies, Inc. Matching 401(k) Plan We have audited the accompanying statements of net assets available for benefits of Fleming Companies, Inc. Matching 401(k) Plan as of December 28, 2001 and December 29, 2000, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Fleming Companies, Inc. Matching 401(k) Plan as of December 28, 2001 and December 29, 2000, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplemental information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. Such supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. GRANT THORNTON LLP Oklahoma City, Oklahoma May 3, 2002 3 FLEMING COMPANIES, INC. MATCHING 401(k) PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 28, December 29, 2001 2000 ------------ ------------ ASSETS Investments $392,358,149 $443,779,990 Receivables Participant contributions 240,900 264,817 Employer contributions 7,162,780 7,766,633 Accrued interest, dividends and other 217,208 30,254 ------------ ------------ 7,620,888 8,061,704 Cash 152,156 204,465 ------------ ------------ Total assets 400,131,193 452,046,159 LIABILITIES Accrued expenses 112,304 2,428 ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $400,018,889 $452,043,731 ============ ============
The accompanying notes are an integral part of these statements. 4 FLEMING COMPANIES, INC. MATCHING 401(k) PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended Year ended December 28, December 29, 2001 2000 ------------- ------------- Additions Employer contributions $ 7,135,770 $ 7,766,633 Participant contributions 26,719,464 30,954,089 Interest and dividend income 10,944,412 27,461,024 Net depreciation in fair value of investments (36,078,262) (59,152,978) Direct transfers from other plans -- 77,476,980 ------------- ------------- Total additions 8,721,384 84,505,748 Deductions Benefits paid to participants, including distributions from a partial Plan termination 60,548,563 54,828,123 Administrative fees 197,663 138,169 ------------- ------------- Total deductions 60,746,226 54,966,292 ------------- ------------- NET ADDITIONS (DEDUCTIONS) (52,024,842) 29,539,456 Net assets available for benefits at beginning of year 452,043,731 422,504,275 ------------- ------------- Net assets available for benefits at end of year $ 400,018,889 $ 452,043,731 ============= =============
The accompanying notes are an integral part of these statements. 5 FLEMING COMPANIES, INC. MATCHING 401(k) PLAN NOTES TO FINANCIAL STATEMENTS December 28, 2001 and December 29, 2000 NOTE A - DESCRIPTION OF PLAN The following description of the Fleming Companies, Inc. Matching 401(k) Plan (the "Plan") provides only general information. Participants should refer to the Plan for a more complete description of the Plan's provisions. Effective December 30, 2000, the Plan sponsor amended and restated the Plan. The Plan, established in 1980, and amended and restated at various times, is a defined contribution plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Plan is designed to provide retirement benefits to eligible associates of Fleming Companies, Inc. and its Subsidiaries (the "Company"). Associates are eligible to participate in the Plan after achieving three months of service and 21 years of age or participation in a prior plan. During 2000, Turicik Foods, Inc. 401(k) Plan, Food 4 Less Retirement Plan, ABCO Markets, Inc. 401(k) Plan, Bakers Profit Sharing Thrift Plan, University Foods 401(k) Plan and 29 Supermarkets 401(k) Plan were merged into the Plan. The Plan recognized a transfer of net assets at fair value of $77,476,980. During 2001, due to restructuring and implementation of a strategic plan by the Company, a partial Plan termination occurred. Transfers of Plan assets resulting from the partial Plan termination are shown as deductions in the accompanying financial statements. Each year, participants may make deferrals of compensation contributions in accordance with the provisions of Internal Revenue Code (the "Code") section 401(k) of at least 1% but not more than 15% of the participant's compensation subject to certain limitations. Participant deferral accounts are 100% vested. The Company will make a matching contribution equal to (1) 100% of the participant's deferrals of compensation but not to exceed the first 2% of such participant's compensation for such plan year and (2) 25% of the participant's additional deferrals of compensation on the next 4% of such participant's compensation for such plan year. A participant is 100% vested in the Company's contribution after five years of credited service. Separate accounts are maintained for each participant. Accounts are classified as follows: o Accounts attributable to Company contributions and related investment earnings. o Accounts attributable to contributions under section 401(k) of the Code and related investment earnings. o Accounts attributable to contributions by participants on an after-tax basis and related investment earnings. This account no longer receives contributions. Participants or beneficiaries, with certain limitations, may borrow from their vested accounts a minimum of $500 up to a maximum of $50,000 or 50% of their vested account balance, whichever is less. The loans are secured by the balance in the participant's account and bear interest at rates that are established by the Company's Retirement Committee. At December 28, 2001, the interest rates ranged 6 FLEMING COMPANIES, INC. MATCHING 401(k) PLAN NOTES TO FINANCIAL STATEMENTS - CONTINUED December 28, 2001 and December 29, 2000 NOTE A - DESCRIPTION OF PLAN - CONTINUED from 6.5% to 11.5%. All interest payments made under the terms of the loan will be credited to the participant's account and not considered general earnings of the Plan. Participants' loans are repaid monthly through payroll deductions. Benefits of the Plan are payable upon reaching normal retirement, early retirement, termination or in the event of death or disability. The form of benefit payment is either a lump sum or periodic installment for a period of up to 15 years. Upon termination of a participant's employment with the Company, the nonvested portion of the Company's contribution account is used to reduce future Company contributions. At December 28, 2001, forfeited nonvested accounts totaled approximately $181,000. Participants may direct their contributions into 18 investment funds. Participants should refer to the information provided by Fidelity Management Trust Company for a complete description of the investment options. The trustee for the Plan is Fidelity Management Trust Company. The trustee also serves as custodian of the Plan's investments. The Plan provides for the appointment of, and the Company has, a committee responsible for Plan administration. Subsequent to December 28, 2001, the Plan provides for the following changes: o The Company shall make a Fleming Retirement Contribution on behalf of certain participants of the Plan, as defined by the Plan. o A participant will become 100% vested in the Company's matching contribution after three years of credited service. o The maximum deferral of participants' compensation will increase to 25%. o Lump-sum distributions will be the only distribution option available. Refer to the Plan for a more complete description of the changes in the Plan subsequent to December 28, 2001. NOTE B - SUMMARY OF ACCOUNTING POLICIES A summary of the Plan's significant accounting policies consistently applied in the preparation of the accompanying financial statements follows. 1. Plan Year End The Plan's fiscal year ends on the Friday before the last Saturday in December. 7 FLEMING COMPANIES, INC. MATCHING 401(k) PLAN NOTES TO FINANCIAL STATEMENTS - CONTINUED December 28, 2001 and December 29, 2000 NOTE B - SUMMARY OF ACCOUNTING POLICIES - CONTINUED 2. Investments Mutual funds are stated at net asset value as determined based on the closing market prices of the underlying investments held. Investments in shares of collective trust funds are valued at their estimated fair values, as determined in good faith by the trustee. Corporate common stocks are valued based upon quoted market prices. Participant loans are valued at cost which approximates fair value. 3. Cash The Plan maintains its cash in accounts which may not be federally insured. The Plan has not experienced any losses in such accounts and believes it is not exposed to any significant credit risks on cash. 4. Administrative Expenses Certain expenses incurred in connection with the general administration of the Plan are paid by the Plan and are recorded as administrative fees. 5. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Investment securities in general are exposed to various risks such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for plan benefits. NOTE C - INVESTMENTS The Plan's investments are held by Fidelity Management Trust Company at December 28, 2001 and December 29, 2000. The following is a schedule of investments by type at:
December 28, 2001 December 29, 2000 ----------------- ----------------- Mutual funds $349,657,849 $404,464,454 Collective trust funds 16,371,771 14,802,482 Corporate common stock - Fleming Companies, Inc. 16,807,823 14,493,276 Participant loans 8,129,341 8,787,238 Other 1,391,365 1,232,540 ------------ ------------ $392,358,149 $443,779,990 ============ ============
8 FLEMING COMPANIES, INC. MATCHING 401(k) PLAN NOTES TO FINANCIAL STATEMENTS - CONTINUED December 28, 2001 and December 29, 2000 NOTE C - INVESTMENTS - CONTINUED The following table presents the fair value of investments that represent 5% or more of the Plan's net assets available for benefits at:
December 28, 2001 December 29, 2000 ------------------------- ------------------------- Number Fair Number Fair of shares value of shares value ---------- ---------- ---------- ---------- Fidelity Contrafund 645,165 $ 27,593,725 686,560 $ 33,758,134 Fidelity Equity-Income Fund 635,435 30,990,156 676,140 36,126,147 Janus Twenty Fund 853,912 32,841,447 934,830 51,228,706 Fidelity Magellan Fund 956,168 99,651,872 1,008,556 120,320,695 Fidelity Puritan Fund 2,350,136 41,526,905 2,476,516 46,632,794 Fidelity Retirement Money Market Fund 51,856,946 51,856,946 49,199,100 49,199,100
During 2001 and 2000, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value by $36,078,262 and $59,152,978, respectively. NOTE D - NONPARTICIPANT-DIRECTED INVESTMENTS Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments is as follows at:
December 28, 2001 December 29, 2000 ----------------- ----------------- Net assets Limited partnerships $1,391,365 $ 1,232,540 ========== ===========
Year ended Year ended December 28, 2001 December 29, 2000 ----------------- ----------------- Changes in net assets Contributions $ -- $ 110,844 Interest and dividend income -- 31,586 Net appreciation 236,296 1,707,481 Distributions to participants (77,471) (254,624) Plan transfers -- (6,458,722) ----------- ----------- $ 158,825 $(4,863,435) =========== ===========
9 FLEMING COMPANIES, INC. MATCHING 401(k) PLAN NOTES TO FINANCIAL STATEMENTS - CONTINUED December 28, 2001 and December 29, 2000 NOTE E - TAX STATUS The Internal Revenue Service has determined and informed the Company in a letter dated November 15, 2000 that the Plan meets the requirements of Section 401(a) of the Code and is tax-exempt under Section 501(a) of the Code. Effective December 30, 2000, the Plan was amended and restated. The Company has not yet received a determination letter from the Internal Revenue Service for the amended and restated Plan. The Company believes that the Plan currently is designed and being operated in compliance with the applicable requirements of the Code. Therefore, no provision for income taxes is included in the Plan's financial statements. NOTE F - PLAN TERMINATION Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, all Plan assets, except those required to meet necessary expenses incurred during the termination period, will be distributed on a pro rata basis based on participants' account balances. Upon Plan termination, all Company contributions would become 100% vested. NOTE G - REFUNDS The Plan approved refunds of $252,121 of excess contributions to highly compensated members in 2001. Refunds were necessary in order to satisfy the actual deferral percentage limitation, the actual contribution percentage limitation and multiple use test under Code section 401(m) for the year ended December 28, 2001. The Code requires these refunds be made prior to the end of the following year. These refunds were made within the first three months after the year end. No such refunds were required for 2000. 10 FLEMING COMPANIES, INC. MATCHING 401(k) PLAN SCHEDULE H, LINE 4i - ASSETS HELD FOR INVESTMENT PURPOSES December 28, 2001
Identity of issuer, borrower, lessor Current or similar party; description of investment Units Cost value ------------------------------------------- ------------- -------------- ------- Fidelity investments* Asset Manager 177,673 ** $ 2,753,927 Asset Manager - Growth 308,844 ** 4,428,824 Asset Manager - Income 65,399 ** 740,969 Contrafund 645,165 ** 27,593,725 Equity-Income Fund 635,435 ** 30,990,156 Intermediate Bond Fund 1,658,558 ** 17,116,319 Magellan Fund 956,168 ** 99,651,872 Overseas Fund 215,460 ** 5,907,922 Puritan Fund 2,350,136 ** 41,526,905 Low-Priced Stock Fund 369,554 ** 10,133,159 Spartan US Equity Index 205,931 ** 8,369,038 Janus Worldwide Fund 308,619 ** 13,529,869 Janus Twenty Fund 853,912 ** 32,841,447 PIMCO High Yield Fund 130,428 ** 1,220,807 Templeton Developing Markets Trust A 95,886 ** 947,355 Managed Income Portfolio 16,371,771 ** 16,371,771 Retirement Money Market Portfolio 51,856,946 ** 51,856,946 Cash Reserve 48,609 48,609 ------------ Total Fidelity investments 366,029,620 Limited partnerships 112,479 $1,218,588 1,391,365 Corporate common and preferred stocks Fleming Companies, Inc.* 908,531 ** 16,807,823 Participant loans* (1) ** 8,129,341 ------------ TOTAL $392,358,149 ============
*Party in interest **Cost omitted for participant-directed investments (1) Participant loans, 6.5% to 11.5%, maturing at various dates through December 2010 11 The following exhibit has been filed as part of this Form 11-K, and is incorporated herein by reference. EXHIBIT NUMBER DESCRIPTION - ------- ----------- 23.1 Consent of Grant Thornton LLP 12 SIGNATURES FLEMING COMPANIES, INC. MATCHING 401(k) PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. FLEMING COMPANIES, INC. MATCHING 401(k) PLAN Date: June 26, 2002 By /s/ MATTHEW H. HILDRETH Matthew H. Hildreth Member of the Retirement Committee 13 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION METHOD OF FILING - ------- ----------- ---------------- 23.1 Consent of Grant Thornton LLP Filed herewith electronically
EX-23.1 3 d97965exv23w1.txt CONSENT OF GRANT THORNTON LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated May 3, 2002, accompanying the financial statements and schedule included in the Annual Report of Fleming Companies, Inc. Matching 401(k) Plan on Form 11-K for the year ended December 28, 2001. We hereby consent to the incorporation by reference of said report in the Registration Statement of Fleming Companies, Inc. on Form S-8 (File No. 333-89375), effective October 20, 1999. GRANT THORNTON LLP Oklahoma City, Oklahoma June 25, 2002 -----END PRIVACY-ENHANCED MESSAGE-----