SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] Annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934
For the fiscal year ended December 29, 2000
Or
[ ] Transition report pursuant to Section 15(d) of the Securities Exchange
Act of 1934
For the transition period from ____________ to ____________
Commission file number 001-08140
FLEMING COMPANIES, INC. MATCHING 401(k) PLAN
(formerly known as the Consolidated Savings Plus and Stock Ownership Plan
for Fleming Companies, Inc. and Its Subsidiaries)
1945 Lakepointe Drive
P.O. Box 299013
Lewisville, Texas 75029
Full title of the plan and the address of the plan, if different from that of
the issuer named below.
FLEMING COMPANIES, INC.
1945 Lakepointe Drive
P.O. Box 299013
Lewisville, Texas 75029
Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office
FINANCIAL STATEMENTS AND
REPORT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
FLEMING COMPANIES, INC.
MATCHING 401(k) PLAN
December 29, 2000 and December 24, 1999
TABLE OF CONTENTS
Reports of Independent Certified Public Accountants 3
Financial Statements
Statements of Net Assets Available for Benefits, December 29, 2000 and
December 24, 1999 5
Statement of Changes in Net Assets Available for Benefits, December 29,
2000 6
Notes to Financial Statements 7
Supplemental Schedule
Schedule of Assets Held for Investment Purposes as of December 29,
2000 13
REPORTS OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Plan Sponsor and Trustee
Fleming Companies, Inc. Matching 401(k) Plan
We have audited the accompanying statement of net assets available for benefits
of Fleming Companies, Inc. Matching 401(k) Plan, as of December 29, 2000, and
the related statement of changes in net assets available for benefits for the
year then ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of Fleming
Companies, Inc. Matching 401(k) Plan, as of December 29, 2000, and the changes
in net assets available for benefits for the year then ended in conformity with
accounting principles generally accepted in the United States of America.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole as of and for the year ended December 29,
2000. The supplemental schedule of assets held for investment purposes is
presented for the purpose of additional analysis and is not a required part of
the basic financial statements but is supplemental information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. This supplemental schedule
is the responsibility of the Plan's management. Such supplemental schedule has
been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
GRANT THORNTON LLP
Oklahoma City, Oklahoma
May 31, 2001
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Plan Participants of the Fleming Companies, Inc. Matching 401(k) Plan
(formerly known as the Consolidated Savings Plus and Stock Ownership Plan for
Fleming Companies, Inc. and Its Subsidiaries)
We have audited the accompanying statement of net assets available for benefits
of the Fleming Companies, Inc. Matching 401(k) Plan (formerly known as the
Consolidated Savings Plus and Stock Ownership Plan for Fleming Companies, Inc.
and Its Subsidiaries) (the "Plan") as of December 24, 1999. This financial
statement is the responsibility of the Plan's management. Our responsibility is
to express an opinion on this 1999 financial statement based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 24, 1999, in conformity with accounting principles generally accepted
in the United States of America.
DELOITTE & TOUCHE LLP
Oklahoma City, Oklahoma
June 29, 2000
Fleming Companies, Inc. Matching 401(k) Plan
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 29, December 24,
2000 1999
---- ----
ASSETS
Investments $443,779,990 $422,240,552
Receivables
Participant contributions 264,817 205,936
Employer contributions 7,766,633 -
Accrued interest and dividends 30,254 672
------------ ------------
8,061,704 206,608
Cash 204,465 95,606
------------ ------------
Total assets 452,046,159 422,542,766
LIABILITIES
Accrued expenses 2,428 38,491
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $452,043,731 $422,504,275
============ ============
The accompanying notes are an integral part of these statements.
Fleming Companies, Inc. Matching 401(k) Plan
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 29, 2000
Additions
Employer contributions $ 7,766,633
Participant contributions 30,954,089
Interest and dividend income 27,461,024
Net depreciation in fair value of investments (59,152,978)
Direct transfers from other plans 77,476,980
------------
Total additions 84,505,748
Deductions
Benefits paid to participants 54,828,123
Administrative fees 138,169
------------
Total deductions 54,966,292
------------
NET ADDITIONS 29,539,456
Net assets available for benefits at beginning of year 422,504,275
------------
Net assets available for benefits at end of year $452,043,731
============
The accompanying notes are an integral part of this statement.
Fleming Companies, Inc. Matching 401(k) Plan
NOTES TO FINANCIAL STATEMENTS
December 29, 2000 and December 24, 1999
NOTE A - DESCRIPTION OF PLAN
The following description of the Fleming Companies, Inc. Matching 401(k)
Plan (the "Plan") (formerly known as the Consolidated Savings Plus and
Stock Ownership Plan for Fleming Companies, Inc. and Its Subsidiaries)
provides only general information. Participants should refer to the Plan
agreement for a more complete description of the Plan's provisions.
Effective December 24, 1999, the Plan sponsor renamed the Plan to the
Fleming Companies, Inc. Matching 401(k) Plan and amended and restated the
Plan document.
The Plan, established in 1980, and amended and restated at various times,
is a defined contribution plan subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended (ERISA). The Plan is
designed to provide retirement benefits to eligible associates of Fleming
Companies, Inc. and Subsidiaries (the "Company"). Associates are eligible
to participate in the Plan after achieving three months of service (one
year of service prior to December 24, 1999) and 21 years of age or
participation in a prior plan.
During 2000, Turicik Foods, Inc. 401(k) Plan, Food 4 Less Retirement Plan,
ABCO Markets, Inc. 401(k) Plan, Bakers Profit Sharing Thrift Plan,
University Foods 401(k) Plan and 29 Supermarkets 401(k) Plan were merged
into the Plan. The Plan recognized a transfer of net assets at fair value
of $77,476,980.
During 1989, the Plan purchased 640,000 shares of the Company's common
stock, in connection with the Fleming Stock Ownership ("FSOP") feature of
the Plan, using proceeds from a $20 million long-term bank loan agreement
guaranteed by the Company. This Fleming Stock Fund invests in fund units
made up of the Company's common stock and a small percentage of short-term
investments. In 1994, the bank loan was paid in full by the Company and the
Plan entered into a variable rate note with the Company under the same
terms as the bank loan. The note was due and paid September 1, 1999. The
Company stock purchased by the loan proceeds was pledged as collateral on
the loan. Debt service requirements were met through Company contributions
and dividend income on the purchased shares. As principal on the loan was
paid, an equal percentage of the stock balance, at original cost, was
released from collateral on the loan and allocated to participants based on
their contributions to the Plan as described below. At year end 1999, the
market value of unallocated assets was $676,020. In accordance with Plan
provisions, allocations of assets are performed in the year following loan
payment.
For plan years beginning prior to 2000, contributions by the Company were
made at the discretion of the Company's Board of Directors but could not
exceed the amount deductible for federal income tax purposes. Company
contributions were made to the Plan from profits of the Company, unless the
contributions were to be used for debt service. For plan years after 1999,
the Company will make a matching contribution equal to (1) 100% of the
participant's deferrals of compensation but not to exceed the first 2% of
such participant's compensation for such plan year and (2) 25% of the
participant's additional deferrals of compensation on the next 4% of such
participant's compensation for such plan year. A participant is 100% vested
in the Company's contribution after five years of credited service. In
addition to Company contributions, each participant may make deferral of
compensation contributions in accordance with the provisions of Internal
Revenue Code (the "Code") Section 401(k) of at least 1% but not more than
15% of the participant's compensation subject to certain limitations.
Participant deferral accounts are 100% vested.
Fleming Companies, Inc. Matching 401(k) Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 29, 2000 and December 24, 1999
NOTE A - DESCRIPTION OF PLAN - CONTINUED
Separate accounts are maintained for each participant. Accounts are
classified as follows:
a. Accounts attributable to Company contributions and related investment
earnings.
b. Accounts attributable to contributions under Section 401(k) of the
Internal Revenue Code and related investment earnings.
c. Accounts attributable to contributions by participants on an after-tax
basis and related investment earnings. This account no longer receives
contributions.
Participants or beneficiaries, with certain limitations, may borrow from
their vested accounts a minimum of $500 up to a maximum of $50,000 or 50%
of their vested account balance, whichever is less. The loans are secured
by the balance in the participant's account and bear interest at rates that
are established by the Company's Retirement Committee. At December 29,
2000, the interest rates ranged from 7% to 10.5%. All interest payments
made under the terms of the loan will be credited to the participants'
account and not considered general earnings of the Plan. Participants'
loans are repaid monthly through payroll deductions.
Benefits of the Plan are payable upon reaching normal retirement, early
retirement, termination or in the event of death or disability. The form of
benefit payment is either a lump sum or periodic installment for a period
of up to 15 years.
Upon termination of a participant's employment with the Company, the
nonvested portion of the employer's contribution account is used to reduce
future employer contributions. At December 29, 2000, forfeited nonvested
accounts totaled approximately $76,000.
Participants may direct their contributions into 17 investment funds.
Participants should refer to the information provided by Fidelity
Management Trust Company for a complete description of the investment
options.
Trustees for the Plan are Banker's Trust Company and Fidelity Management
Trust Company. The trustees also serve as custodians of the Plan's
investments. The Plan provides for the appointment of, and the Company has,
a committee responsible for Plan administration. Bank of Oklahoma Trust
Company and Wachovia Bank, N.A. were also trustees for the plan year ended
December 24, 1999.
Fleming Companies, Inc. Matching 401(k) Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 29, 2000 and December 24, 1999
NOTE B - SUMMARY OF ACCOUNTING POLICIES
A summary of the Plan's significant accounting policies consistently
applied in the preparation of the accompanying financial statements
follows.
1. Plan Year End
The Plan's fiscal year ends on the Friday before the last Saturday in
December.
2. Investments
Mutual funds are stated at net asset value as determined based on the
closing market prices of the underlying investments held. Investments in
shares of collective trust funds are valued at their estimated fair values,
as determined in good faith by the Trustee. Corporate common stocks are
valued based upon quoted market prices. Participant loans are valued at
cost which approximates fair value.
3. Cash
The Plan maintains its cash in accounts which may not be federally insured.
The Plan has not experienced any losses in such accounts and believes it is
not exposed to any significant credit risks on cash.
4. Administrative Expenses
Certain expenses incurred in connection with the general administration of
the Plan are paid by the Plan and are recorded as administrative fees.
5. Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
6. New Accounting Pronouncement
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative
Instruments and Hedging Activities. SFAS No. 133, which is required to be
adopted for annual periods beginning after June 15, 2000, establishes
standards for recognition and measurement of derivative and hedging
activities. The Plan does not believe SFAS No. 133 will have any effect on
its financial statements.
Fleming Companies, Inc. Matching 401(k) Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 29, 2000 and December 24, 1999
NOTE C - INVESTMENTS
The Plan's investments are held by Fidelity Management Trust Company at
December 29, 2000. Three bank-administered trust funds held investments at
December 24, 1999. The following is a schedule of investments by type at:
December 29, 2000 December 24, 1999
----------------- -----------------
Mutual funds $404,464,454 $391,656,886
Collective trust funds 14,802,482 154
Corporate common stock - Fleming Companies, Inc. 14,493,276 14,309,205
Participant loans 8,787,238 7,135,737
Investment contract - 7,845,631
Other 1,232,540 1,292,939
------------ ------------
$443,779,990 $422,240,552
============ ============
The following table presents the fair value of investments that represent
5% or more of the Plan's net assets available for benefits at:
December 29, 2000 December 24, 1999
----------------- -----------------
Number Fair Number Fair
of shares value of shares value
--------- ----- --------- -----
Fidelity Contrafund 686,560 $ 33,758,134 566,930 $ 34,027,110
Fidelity Equity-Income Fund 676,140 36,126,147 409,552 21,902,825
Fidelity Interest Income Fund - - 18,590,926 18,590,926
Janus Twenty Fund 934,830 51,228,706 563,113 46,980,520
Fidelity Magellan Fund 1,008,556 120,320,695 1,010,575 138,074,842
Fidelity Puritan Fund 2,476,516 46,632,794 2,225,655 42,354,206
Fidelity Retirement Money
Market Fund 49,199,100 49,199,100 44,533,783 44,533,783
During 2000, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) depreciated
in value by $59,152,978.
In 1995, the Plan entered into an investment contract with Principal Life
Insurance Company (Principal), which was disposed of during 2000. Principal
maintained the contributions in a pooled account. The account was credited
with earnings on the underlying investments and charged for Plan
withdrawals and administrative expenses. The contract was included in the
December 24, 1999 financial statements at contract value (which represents
contributions made under the contract, plus earnings, less withdrawals and
administrative expenses), because it was fully benefit responsive. There
were no reserves against contract value for credit risk of the contract
issuer or other issues that could affect realizability of the contract
value. The fair value of the investment contract at December 24, 1999 was
$7,845,631. The average yield and crediting interest rates were
approximately 7.5% for 1999.
Fleming Companies, Inc. Matching 401(k) Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 29, 2000 and December 24, 1999
NOTE D - NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the significant components of the
changes in net assets relating to the nonparticipant-directed investments
is as follows:
December 29, 2000 December 24, 1999
----------------- -----------------
NET ASSETS
Corporate common and preferred stocks $ - $4,816,413
Limited partnerships 1,232,540 1,271,926
Short-term funds - 21,013
Cash - 166
Accrued expenses and other liabilities - (13,543)
---------- ----------
$1,232,540 $6,095,975
========== ==========
CHANGES IN NET ASSETS
Contributions $ 110,844
Interest and dividend income 31,586
Net appreciation 1,707,481
Distributions to participants (254,624)
Plan transfers (6,458,722)
----------
$(4,863,435)
===========
NOTE E - TAX STATUS
The Internal Revenue Service has determined and informed the Company in a
letter dated November 15, 2000 that the Plan, as amended, meets the
requirements of Section 401(a) of the Code and is tax-exempt under Section
501(a) of the Code. The Company believes that the Plan is currently
designed and being operated in compliance with the applicable requirements
of the Code. Therefore, the Company believes that the Plan was qualified
and the related trust was tax-exempt as of the financial statement date,
and no provisions for income taxes has been included in the Plan's
financial statements.
NOTE F - PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, all Plan assets, except those required to meet necessary
expenses incurred during the termination period, will be distributed on a
pro rata basis based on participants' account balances. Upon Plan
termination, all Company contributions would become 100% vested.
Fleming Companies, Inc. Matching 401(k) Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 29, 2000 and December 24, 1999
NOTE G - REFUNDS
The Plan approved refunds of $144,202 of excess contributions to highly
compensated members in 1999. Refunds were necessary in order to satisfy the
actual deferral percentage limitation, the actual contribution percentage
limitation and multiple use test under Code Section 401(m) for the year
ended December 24, 1999. The Code requires these refunds be made prior to
the end of the following year. These refunds were made within the first
two-and-one-half months after the year end. No such refunds were required
for 2000.
NOTE H - DISTRIBUTIONS PAYABLE
There were no distributions requested in 2000 or 1999 but not paid until
the subsequent year.
Fleming Companies, Inc. Matching 401(k) Plan
SCHEDULE H, LINE 4i - ASSETS HELD FOR INVESTMENT PURPOSES
December 29, 2000
Identity of issuer, borrower, lessor, Current
or similar party; description of investment Units Cost value
------------------------------------------- ----- ---- -----
Fidelity investments*
Asset Manager 197,457 ** $ 3,321,231
Asset Manager - Growth 317,725 ** 5,055,010
Asset Manager - Income 69,529 ** 815,577
Fidelity Contrafund 686,560 ** 33,758,134
Equity-Income Fund 676,140 ** 36,126,147
Intermediate Bond Fund 1,436,450 ** 14,421,954
Magellan Fund 1,008,556 ** 120,320,695
Overseas Fund 243,572 ** 8,371,557
Puritan Fund 2,476,516 ** 46,632,794
Low-Priced Stock Fund 164,093 ** 3,793,822
Spartan US Equity Index 220,170 ** 10,306,152
Janus Worldwide Fund 343,401 ** 19,525,785
Janus Twenty Fund 934,830 ** 51,228,706
PIMCO High Yield Fund 89,348 ** 867,573
Templeton Developing Markets Trust A 68,009 ** 720,217
Managed Income Portfolio 14,802,482 ** 14,802,482
Retirement Money Market Portfolio 49,199,100 ** 49,199,100
------------
Total Fidelity investments 419,266,936
Limited partnerships 118,742 $1,283,596 1,232,540
Corporate common and preferred stocks
Fleming Companies, Inc.* 1,226,944 ** 14,493,276
Participant loans (1) ** 8,787,238
------------
TOTAL $443,779,990
============
*Party in interest
**Cost omitted for participant-directed investments
(1) Participant loans, 7% to 10.5%, maturing at various dates through December
2010
The following exhibits have been filed as part of this Form 11-K, and are
incorporated herein by reference.
Exhibit No. Description
----------- -----------
23.1 Consent of Deloitte & Touche, LLP
23.2 Consent of Grant Thornton LLP
SIGNATURES
FLEMING COMPANIES, INC. MATCHING 401(k) PLAN. Pursuant to the requirements of
the Securities Exchange Act of 1934, the trustees (or other persons who
administer the employee benefit plan) have duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
FLEMING COMPANIES, INC. MATCHING 401(k) PLAN
By: FLEMING COMPANIES, INC., Issuer
Date: June 27, 2001 By NEAL J. RIDER
Neal J. Rider
Executive Vice President and Chief
Financial and Accounting Officer
EXHIBIT INDEX
Exhibit No. Description Method of Filing
----------- ----------- ----------------
23.1 Consent of Deloitte & Touche Filed herewith electronically
23.2 Consent of Grant Thornton Filed herewith electronically