-----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, IklAkoOIwf6LMEpB6dY7e8fxcOATfED9Fnj+n29rG5we5tmyDaIpuFWjQdF9EpRQ 0cKYauEbbHXuLGUFAawerA== 0000950134-04-002289.txt : 20040219 0000950134-04-002289.hdr.sgml : 20040219 20040219150355 ACCESSION NUMBER: 0000950134-04-002289 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040212 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040219 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08140 FILM NUMBER: 04615896 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 8-K 1 d12805e8vk.txt FORM 8-K - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): February 12, 2004 FLEMING COMPANIES, INC. (Exact name of Registrant as specified in its charter) OKLAHOMA 1-8140 48-0222760 (State of incorporation (Commission file number) (I.R.S. employer identification number) or organization) 1945 LAKEPOINTE DRIVE LEWISVILLE, TEXAS 75057 (Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (972) 906-8000 - -------------------------------------------------------------------------------- ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE. Pursuant to an Agreement for Appointment of Trustee and Termination of Pension Plan dated as of February 12, 2004 (the "Agreement"), which Agreement is filed herewith as Exhibit 10.1, the Pension Benefit Guaranty Corporation (the "PBGC") has been appointed the trustee of and assumed responsibility for The Fleming Companies Inc. Pension Plan (the "Plan") of Fleming Companies, Inc. ("Fleming"), which Plan is underfunded and terminated as of January 1, 2004. The Plan provides benefits to approximately 17,600 of Fleming's workers and retirees. The PBGC has indicated it will be notifying Plan participants of the change. Fleming and its subsidiaries continue to sponsor four other pension plans. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) EXHIBITS EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.1 __ Agreement for Appointment of Trustee and Termination of Pension Plan, dated as of February 12, 2004, between the Pension Benefit Guaranty Corporation and Fleming Companies, Inc. 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 hereunto duly authorized. FLEMING COMPANIES, INC. Date: February 19, 2004 By: /s/ REBECCA A. ROOF --------------------------------- Rebecca A. Roof Interim Chief Financial Officer INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 10.1 __ Agreement for Appointment of Trustee and Termination of Pension Plan, dated as of February 12, 2004, between the Pension Benefit Guaranty Corporation and Fleming Companies, Inc.
EX-10.1 3 d12805exv10w1.txt AGREEMENT FOR APPOINTMENT OF TRUSTEE EXHIBIT 10.1 AGREEMENT FOR APPOINTMENT OF TRUSTEE AND TERMINATION OF PENSION PLAN This is an AGREEMENT between the Pension Benefit Guaranty Corporation ("PBGC") and Fleming Companies, Inc. (the "Company"). RECITALS A. PBGC is a United States government agency established by Title IV of the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. Sections 1301-1461 ("ERISA"). B. The Company is a corporation organized under the laws of Oklahoma, with its principal place of business located in Lewisville, Texas. C. Effective January 1, 1975, the Company established the Consolidated Past Service Retirement Plan of Fleming Companies and Its Subsidiaries. The Consolidated Past Service Retirement Plan of Fleming Companies and Its Subsidiaries was subsequently amended and is now known as the Fleming Companies, Inc. Pension Plan ("Plan"). D. The Plan is a defined benefit plan to which 29 U.S.C. Section 1321(a) applies and is not exempt under 29 U.S.C. Section 1321(b). The Plan is therefore covered by Title IV of ERISA. E. The Company is the administrator of the Plan within the meaning of 29 U.S.C. Sections 1002(16) and 1301(a)(1). F. The Company is a contributing sponsor of the Plan within the meaning of 29 U.S.C. Section 1301(a)(13). G. On October 31, 2003, the Company issued to Plan participants and other affected parties a notice of its intent to terminate the Plan effective January 1, 2004. H. PBGC has determined that the Plan meets the distress termination requirements under 29 U.S.C. Section 1341(c)(2)(B), and, pursuant to 29 U.S.C. Section 1341(c)(3)(A)(i), that PBGC is unable to determine that the Plan is sufficient for guaranteed benefits. NOW THEREFORE, THE PARTIES AGREE: 1. The Plan is terminated under 29 U.S.C. Section 1342(c). 2. The Plan termination date is January 1, 2004, under 29 U.S.C. Section 1348. 3. PBGC is appointed as trustee of the Plan under 29 U.S.C. Section 1342(c). 4. The Company and any other person having possession or control of any records, assets, or other property of the Plan shall convey and deliver to PBGC such records, assets, or property. 5. PBGC will have, with respect to the Plan, all of the rights and powers of a trustee specified in ERISA or otherwise granted by law. The persons signing this Agreement are authorized to do so. The Agreement will take effect on the date the last person signs below. FLEMING COMPANIES, INC. Dated: 2/6/04 By: /s/ CARLOS HERNANDEZ -------------------------------- Carlos Hernandez General Counsel PENSION BENEFIT GUARANTY CORPORATION Dated: 2/12/04 By: /s/ MARY AVERILL -------------------------------- Mary Averill Auditor -----END PRIVACY-ENHANCED MESSAGE-----