<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
FLEMING COMPANIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
FLEMING COMPANIES, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
N/A
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
N/A
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11(1):
N/A
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
N/A
------------------------------------------------------------------------
(1) Set forth the amount on which the filing fee is calculated and state
how it was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
N/A
------------------------------------------------------------------------
2) Form, Schedule or Registration No.:
N/A
------------------------------------------------------------------------
3) Filing Party:
N/A
------------------------------------------------------------------------
4) Date Filed:
N/A
------------------------------------------------------------------------
<PAGE>
6301 WATERFORD BOULEVARD
P.O. BOX 26647
OKLAHOMA CITY, OKLA. 73126-0647
LOGO
- ------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING
Dear Shareholder:
You are cordially invited to attend the annual meeting of shareholders of
Fleming Companies, Inc. on Wednesday, April 27, 1994, at 10:00 a.m. at the
Marriott Hotel, 3233 N.W. Expressway, Oklahoma City. The meeting is being held
for the following purposes:
1. To elect one director for a term expiring in 1995 and three directors for
terms expiring in 1997.
2. To ratify the appointment of Deloitte & Touche as independent auditors for
1994.
3. To transact other business as may properly come before the meeting or any
adjournment.
The accompanying proxy statement contains complete details on the proposals
and other matters. Shareholders of record as of March 1, 1994, are entitled to
notice of, and to vote at, the meeting. The company's annual report, including
financial statements for the year ended December 25, 1993, is also enclosed.
We hope you can be with us for this year's meeting. Your participation in
the affairs of the company is important, regardless of the number of shares you
hold. To ensure your representation at the meeting whether or not you are able
to be present, please complete and return the enclosed proxy card as soon as
possible.
By Order of the Board of Directors
DAVID R. ALMOND
SENIOR VICE PRESIDENT
GENERAL COUNSEL AND SECRETARY
Oklahoma City, March 14, 1994
<PAGE>
LOGO
- ------------------------------------------------------------------------------
PROXY STATEMENT
This proxy statement, which is being mailed to shareholders on or about
March 14, 1994, is furnished in connection with the solicitation of proxies by
the board of directors for use at the annual meeting of shareholders on April
27, 1994, including any adjournments.
The annual meeting is called for the purposes stated in the accompanying
notice. All holders of the company's $2.50 par value common stock as of March 1,
1994, are entitled to vote. As of that date, 37,154,432 shares were outstanding.
On each matter coming before the meeting, a shareholder is entitled to one vote
for each share of stock held as of the record date.
If a proxy is properly signed and is not revoked by the shareholder, the
shares it represents will be voted according to the instructions of the
shareholder. If no specific instructions are given, the shares will be voted as
recommended by the board of directors.
A shareholder may revoke his or her proxy any time before it is voted at the
meeting. Any shareholder who attends the meeting and wishes to vote in person
may revoke his or her proxy then. Otherwise, a shareholder must advise the
senior vice president -- general counsel and secretary in writing of revocation
of his or her proxy.
The company will bear the cost of solicitation of proxies. Solicitations
will be made primarily by mail, but certain officers or associates of the
company may solicit proxies by telephone without additional compensation.
ELECTION OF DIRECTORS
The company's certificate of incorporation provides that members of the
board of directors will be divided into three classes with staggered three-year
terms. The certificate requires that at each annual meeting, successors to
directors whose terms expire at that meeting will be elected for three-year
terms. At its June 1993 meeting, the board of directors increased the number of
directors from 10 to 12 and elected Carol B. Hallett and Robert E. Stauth to
fill the vacancies created, each for terms expiring at the annual meeting. At
its February 1994 meeting, the board of directors decreased the number of
directors from 12 to 11 effective with the annual meeting when R.D. Harrison
will retire from the board of directors upon expiration of his current term.
Four directors' terms will expire in 1995, four in 1996 and three in 1997.
2
<PAGE>
The board of directors has nominated three persons, including Mrs. Hallett,
for election as directors to serve for three-year terms expiring in 1997 and has
nominated Mr. Stauth for election as a director to serve for a one-year term
expiring in 1995, or until their successors are elected and qualified. All
nominees are currently serving as directors and have consented to serve for the
new terms. The board of directors unanimously recommends a vote FOR the election
of each nominee.
The persons named on the accompanying proxy card intend to vote in favor of
the four nominees listed below. Should any one or more of these nominees become
unavailable for election, the proxy will be voted for substitute nominees.
The election of directors requires a plurality of the votes cast at the
meeting. If all nominees are elected, the board will be comprised of 11 members,
of which nine are nonmanagement directors and two are officers of the company.
The office of the corporate secretary tabulates all votes received before
the date of the annual meeting. The company appoints two inspectors of election
to receive the tabulation, tabulate all other votes and certify the results of
all matters voted upon. Neither the corporate law of the State of Oklahoma, the
state in which the company is incorporated, nor the company's certificate of
incorporation or bylaws has any specific provisions regarding the treatment of
abstentions and broker non-votes. It is the company's policy to count
abstentions and broker non-votes for purposes of determining the presence of a
quorum at the meeting. The company's bylaws provide that the ratification of the
appointment of auditors requires approval by the holders of a majority of the
stock having voting power present at the meeting. Therefore, an abstention or
broker non-vote will have no effect on the outcome of the election of directors
and will have the same effect as a vote against the ratification of the
appointment of the auditors.
NOMINEE FOR DIRECTOR TERM EXPIRING IN 1995
<TABLE>
<CAPTION>
Nominee (age), year first became a director
<S> <C>
[PHOTO] ROBERT E. STAUTH (49), 1993
President and chief executive officer. Effective with the annual meeting, he will
become chairman. Mr. Stauth has been associated with Fleming for a total of 21 years.
He first joined the company in 1966, and after leaving for a few years to serve in
senior management positions at two retail chains, he rejoined the company in 1977. In
1987, Mr. Stauth was elected vice president, serving at the Phoenix division. In 1991,
he was promoted to senior vice president -- Western Region, and in 1992 was named
executive vice president -- division operations. In April 1993, Mr. Stauth was named
president and chief operating officer. He was elected to the board the following June.
In October of the same year, Mr. Stauth became the chief executive officer. He is a
director of the Independent Grocers' Alliance and of the National-American Wholesale
Grocers Association. Mr. Stauth also serves on the ECR committee of the Food Marketing
Institute.
</TABLE>
3
<PAGE>
<TABLE>
NOMINEES FOR DIRECTOR TERMS EXPIRING IN 1997
<S> <C>
[PHOTO] R. RANDOLPH DEVENING (52), 1980
Vice chairman and chief financial officer. Mr. Devening has been associated with
Fleming for a total of 12 years. He first joined the company in 1979 and was elected a
director the following year. Mr. Devening left Fleming in 1987 to serve as vice
president and chief financial officer of Genentech, Inc. He returned to Fleming in 1989
as executive vice president and chief financial officer. He assumed his current
position in 1993. He is also a director of Arkwright Mutual Insurance Co. and The Fred
Jones Companies.
[PHOTO] CAROL B. HALLETT (56), 1993
Senior government relations advisor with Collier, Shannon, Rill & Scott, Washington,
D.C., and Associate of Clark Company, Paso Robles, CA. Prior to joining Clark Company
and Collier, Shannon, Rill & Scott in February 1993, Mrs. Hallett served as
Commissioner of United States Customs from November 1989 through January 1993. Mrs.
Hallett served briefly as a senior consultant to The Carmen Group in Washington, D.C.
after her service as the U.S. Ambassador to The Commonwealth of the Bahamas from
September 1986 to May 1989. Mrs. Hallett also served three terms in the California
legislature and as minority leader in the State Assembly. Mrs. Hallett is a director of
Litton Industries, Inc., Radix Group International, and the American Association of
Exporters and Importers. She is a trustee for the Junior Statesmen of America and the
United States Naval Institute. Mrs. Hallett also serves on the President's Cabinet of
California Polytechnic State University, San Luis Obispo, CA and the Defense Advisory
Committee on Women in the Services for the Department of Defense.
Member of the audit and finance committee and nominating committee.
[PHOTO] LAWRENCE M. JONES (62), 1972
Retired chairman of the board of directors and chief executive officer, The Coleman
Co., Inc. (manufacturer of outdoor recreational products and associated equipment). Mr.
Jones served for 18 months as Fleming's vice chairman and chief financial officer
before rejoining Coleman in 1989. Mr. Jones continues to serve on the board of The
Coleman Co., Inc. and is a director of Fourth Financial Corp. and Union Pacific Corp.
Member of the audit and finance committee and nominating committee.
</TABLE>
4
<PAGE>
<TABLE>
DIRECTORS WHOSE TERMS EXPIRE IN 1995
<S> <C>
[PHOTO] ARCHIE R. DYKES (63), 1981
Chairman and chief executive officer of Capital City Holdings, Inc. (a venture capital
organization). Mr. Dykes also serves as chairman of Education Corp. of America
(educational management company). He is a director of Whitman Corp., Bradford Capital
Partners and Pet Inc. A former chancellor of the University of Kansas, Mr. Dykes also
serves as a trustee of the Kansas University Endowment Association and of the William
Allen White Foundation.
Chairman of the audit and finance committee and member of the nominating committee.
[PHOTO] JOHN A. McMILLAN (62), 1992
Co-chairman of the board of Nordstrom, Inc. (specialty store chain). Mr. McMillan has
been associated with Nordstrom for 35 years, and has served as a member of the office
of chief executive officer since 1971. He was named co-chairman of the board in 1991.
He is a member of the board of trustees of Seattle University and serves on the Seattle
Center Advisory Committee.
Member of the compensation and organization committee and the nominating committee.
[PHOTO] GUY A. OSBORN (58), 1992
Chairman and chief executive officer of Universal Foods Corp. He joined that company in
1971, became president in 1984 and chairman in 1990. He serves on the boards of First
Star Corp. (a bank holding company), First Star Bank of Milwaukee, Wisconsin Gas Co.,
WICOR, Inc. (a utility holding company), Milwaukee Metropolitan Association of
Commerce, Boys and Girls Club of Greater Milwaukee, Greater Milwaukee Committee and
Alverno College.
Member of the audit and finance committee and the nominating committee.
</TABLE>
5
<PAGE>
<TABLE>
DIRECTORS WHOSE TERMS EXPIRE IN 1996
<S> <C>
[PHOTO] JAMES G. HARLOW, JR. (59), 1977
Chairman, president and chief executive officer of Oklahoma Gas & Electric Co. Mr.
Harlow has been associated with this electric utility company since 1961 and has served
as chairman since 1982. Mr. Harlow is a director of Massachusetts Mutual Life Insurance
Co. and was chairman of Edison Electric Institute in 1991. He is chairman of the board
of trustees of the University of Oklahoma Foundation and is a trustee of Oklahoma City
University.
Chairman of the compensation and organization committee and member of the nominating
committee.
[PHOTO] EDWARD C. JOULLIAN III (64), 1984
Chairman and chief executive officer of Mustang Fuel Corp. (energy development and
services) since 1976. Mr. Joullian is a director of The LTV Corp. and American Fidelity
Co. He is also chairman of the World Scout Foundation, vice president of Joullian
Vineyards, Ltd. and trustee of the Colonial Williamsburg Foundation.
Member of the compensation and organization committee and the nominating committee.
[PHOTO] HOWARD H. LEACH (63), 1974
President of Leach McMicking & Co. (private investment banking firm) and Leach Capital
Corporation; chairman of Hunter Fan Company (manufacturer of ceiling fans) and two
California agri-business corporations. He is a director of Frye Copysystems, Inc. and
Mammoth Micro Productions, Inc. and is chairman of the Board of Regents for the
University of California.
Chairman of the nominating committee and member of the compensation and organization
committee.
[PHOTO] DEAN WERRIES (64), 1979
Chairman of the board of directors. Mr. Werries has been associated with Fleming for 39
years. He was named president and chief operating officer in 1981, chief executive
officer in 1988 and chairman of the board in 1989. Mr. Werries retired as president and
chief executive officer in 1993 and will retire as chairman effective with the annual
meeting. Mr. Werries is past chairman and a director of the Food Marketing Institute.
He is a director of the National-American Wholesale Grocers' Association and Sonic
Industries, Inc. He is a trustee of the Food Industry Crusade Against Hunger, a member
of the board of advisors of the University of Oklahoma College of Business
Administration and a member of the board of governors of Oklahoma Christian University
of Science and Arts.
</TABLE>
6
<PAGE>
THE BOARD OF DIRECTORS
MEETINGS OF DIRECTORS. During the past year, the board of directors had six
regular and four special meetings. Each director attended 75% or more of the
meetings of the board and of committees of which he or she was a member except
for Mr. Jones and Mr. McMillan. Mr. Jones attended seven of the ten board
meetings and was unable to attend the October meeting of the audit and finance
committee. Mr. McMillan attended six of the ten board meetings and was unable to
attend the February meeting of the audit and finance committee.
COMPENSATION OF DIRECTORS. The company pays an annual retainer of $20,000
to nonmanagement directors, plus a fee of $1,000 for each board and committee
meeting attended and an additional $250 for each committee meeting chaired,
which amounts may be deferred until retirement. Directors are not compensated
for participation in telephone meetings of the board of directors or of its
committees. In 1992, the company established the Directors' Stock Equivalent
Plan under which nonmanagement members of the board may be awarded stock
equivalent units within certain limits set forth in the plan. These units
represent the right to receive cash equal to the value of shares of common stock
when the director ceases to serve, according to the terms of the grant. Upon
payment of the stock equivalent units, the company will also pay cash to the
participant in an amount equal to dividends or distributions which he or she
would have received if the stock equivalent units had been awarded as shares of
common stock rather than stock equivalent units. In February 1993, each
nonmanagement director was awarded 413 stock equivalent units having a value at
that time of $32.50 per unit.
Effective at the annual meeting, Dean Werries, chairman of the board, will
retire. The compensation and organization committee of the board of directors
has approved a consulting agreement with Mr. Werries pursuant to which he will
receive $200,000 per year for a three-year period commencing with his
retirement, plus reimbursement of reasonable business, travel and other expenses
in consideration of his agreeing to provide advisory and consulting services to
the company. In addition, Mr. Werries will receive retirement benefits pursuant
to the company's defined benefit plan (the "Pension Plan") and Supplemental
Retirement Plan (the "SRP"). See "Pension Plan."
COMMITTEES OF THE BOARD
The board of directors has three standing committees. The principal
responsibilities of each are as follows.
AUDIT AND FINANCE COMMITTEE. The committee focuses primarily on ethical and
regulatory matters and on the effectiveness of the company's accounting policies
and practices, financial reporting and internal controls, and the internal audit
function. The committee oversees company policies and programs with respect to
ethical standards and regulatory compliance. It annually reviews the selection
of independent auditors and, after consultation with management, recommends the
appointment of independent auditors for board approval and shareholder
ratification. It reviews and discusses the scope of the annual audit with
management and the independent auditors and may request additional review and
audit procedures. The committee reviews and discusses the annual report of the
auditors and the auditors' observations and suggestions regarding accounting and
control policies, procedures
7
<PAGE>
and organization, and their adequacy. The committee makes recommendations, as
appropriate, to management based on the auditors' suggestions. The committee
reports its findings to the board at least annually. The committee met three
times during 1993.
COMPENSATION AND ORGANIZATION COMMITTEE. The committee oversees the
company's compensation and benefit policies and programs. The committee reviews
the objectives, structure, cost and administration of major compensation and
benefit policies and programs. It annually reviews officers' salaries, stock
options, and other management incentives, and administers the company's stock
option and management incentive plans. The stated policy of the committee is to
motivate the company's executive officers and other associates to enhance the
company's financial performance by focusing on specific business objectives. It
also makes recommendations regarding the selection of the chief executive
officer. The committee met four times during 1993.
NOMINATING COMMITTEE. The committee develops and recommends to the board
guidelines and criteria for selecting persons to serve as directors. It
recommends nominees for election at the annual meeting and candidates to fill
board vacancies. The committee considers and makes recommendations regarding the
composition of the board. The committee met once during 1993.
The committee will consider nominees recommended by shareholders if such
nomination is made pursuant to timely notice in writing in strict accordance
with the company's bylaws. A shareholder desiring to make a nomination should
contact the senior vice president -- general counsel and secretary to obtain a
copy of the bylaws.
8
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The total number of shares of common stock beneficially owned as of March 1,
1994 by each of the present directors, nominees, both persons who served as
chief executive officer in 1993 and each of the other four most highly
compensated executive officers, and all of the directors and executive officers
as a group, are as follows:
<TABLE>
<CAPTION>
AMOUNT AND NATURE
BENEFICIALLY
NAME OF BENEFICIAL OWNER OWNED(1)
- -------------------------------------------------- -------------------
<S> <C>
Dean Werries...................................... 137,292(2)
Robert E. Stauth.................................. 47,667(3)
R. Randolph Devening.............................. 44,278(4)
Archie R. Dykes................................... 1,906(5)
Carol B. Hallett.................................. 395
James G. Harlow, Jr............................... 1,794(6)
R. D. Harrison.................................... 32,630(7)
Lawrence M. Jones................................. 4,470
Edward C. Joullian III............................ 3,000(8)
Howard H. Leach................................... 2,200
John A. McMillan.................................. 3,000
Guy A. Osborn..................................... 1,000
James E. Stuard................................... 47,336(9)
Glenn E. Mealman.................................. 38,928(10)
Robert F. Harris.................................. 18,396(11)
All directors and executive officers as a group
(24)............................................. 564,805(12)
<FN>
- ------------------------
(1) Unless otherwise indicated, all shares are owned directly by the named
person and he or she has sole voting and investment power with respect to
such shares. The shares represent less than 1% for each person listed, and
approximately 1.52% for all directors and executive officers as a group, of
the total shares outstanding.
(2) Consists of 43,258 shares owned directly by Mr. Werries, and 19,372 shares
owned by a partnership in which Mr. Werries is the general partner, for all
of which he has sole voting and investment power, 61,000 shares under
options presently exercisable, and 13,662 shares awarded under the 1990
Stock Incentive Plan, subject to forfeiture, for which he has sole voting
power.
(3) Consists of 6,607 shares owned directly by Mr. Stauth for which he has sole
voting and investment power, 11,200 shares under options presently
exercisable and 29,860 shares awarded under the 1990 Stock Incentive Plan,
subject to forfeiture, for which he has sole voting power.
(4) Consists of 7,762 shares owned directly by Mr. Devening for which he has
sole voting and investment power, 20,750 shares under options presently
exercisable, and 15,766 shares awarded under the 1990 Stock Incentive Plan,
subject to forfeiture, for which he has sole voting power.
</TABLE>
9
<PAGE>
<TABLE>
<S> <C>
<FN>
(5) Consists of 1,349 shares owned directly by Mr. Dykes for which he has sole
voting and investment power, and 557 shares owned jointly by Mr. Dykes and
his wife with whom he shares voting and investment power.
(6) Consists of 1,466 shares owned directly by Mr. Harlow for which he has sole
voting and investment power, and 328 shares owned jointly with his wife
with whom he shares voting and investment power.
(7) Consists of 25,450 shares owned directly by Mr. Harrison and 200 shares
owned by a partnership in which Mr. Harrison is the managing partner, for
all of which he has sole voting and investment power, 900 shares owned by
his wife and 6,080 shares held of record by his adult children, for all of
which he shares voting and investment power.
(8) Owned by a limited partnership in which Mr. Joullian is a general partner
and for which he shares voting and investment power with the remaining
general partners.
(9) Consists of 6,203 shares owned directly by Mr. Stuard for which he has sole
voting and investment power, 23,150 shares under options presently
exercisable, 7,000 shares owned jointly by Mr. Stuard and his wife with
whom he shares voting and investment power, and 10,983 shares awarded under
the 1990 Stock Incentive Plan, subject to forfeiture, for which he has sole
voting power.
(10) Consists of 5,068 shares owned directly by Mr. Mealman for which he has
sole voting and investment power, 19,250 shares under options presently
exercisable, 4,202 shares owned jointly by Mr. Mealman and his wife with
whom he shares voting and investment power, and 10,408 shares awarded under
the 1990 Stock Incentive Plan, subject to forfeiture, for which he has sole
voting power.
(11) Consists of 2,107 shares owned directly by Mr. Harris for which he has sole
voting and investment power, 10,125 shares under options presently
exercisable, 208 shares owned jointly by Mr. Harris and his wife with whom
he shares voting and investment power, and 5,956 shares awarded under the
1990 Stock Incentive Plan, subject to forfeiture, for which he has sole
voting power.
(12) Includes 128,245 shares for which directors and executive officers have
sole voting and investment power, 68,143 shares for which they share voting
and investment power with others, 222,350 shares under options presently
exercisable, and 146,067 shares awarded under the 1990 Stock Incentive
Plan, subject to forfeiture, for which they have sole voting power.
</TABLE>
10
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth the name and address of each known
shareholder of the company who beneficially owns more than 5% of the company's
common stock, the number of shares beneficially owned by each, and the
percentage of outstanding stock so owned according to information made available
to the company as of March 1, 1994.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT OF
NAME AND ADDRESS OWNERSHIP CLASS
- ------------------------------------------------- ------------------ -----------
<S> <C> <C>
INVESCO MIM PLC
11 Devonshire Square
London EC2M 4YR
England.......................................... 3,485,790(1) 9.44%
Sanford C. Bernstein & Co., Inc.
767 Fifth Avenue
New York, New York 10153......................... 3,034,331(2) 8.21%
<FN>
- ------------------------
(1) INVESCO MIM PLC shares the power to vote and dispose of all shares.
(2) Sanford C. Bernstein & Co., Inc. has sole power to vote 1,799,566 shares
and to dispose of all shares.
</TABLE>
11
<PAGE>
SUMMARY COMPENSATION TABLE
The following summary compensation table sets forth the compensation
information for both persons who served as chief executive officer in 1993 and
the four other most highly compensated executive officers for services rendered
in all capacities during the fiscal years ended December 25, 1993, December 26,
1992 and December 28, 1991.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
AWARDS
ANNUAL COMPENSATION ----------------------
------------------------------------------------ RESTRICTED
OTHER ANNUAL STOCK ALL OTHER
NAME AND PRINCIPAL COMPENSATION AWARD(S) OPTIONS COMPENSATION
POSITION YEAR SALARY($) BONUS($) ($)(1) ($)(2) (3) (#)(3) ($)(4)
- --------------------------- --------- ---------- ---------- ------------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Dean Werries(5) 1993 583,682 -- 1,002 -- -- --
Chairman 1992 550,336 78,837 1,002 -- -- --
1991 538,462 220,411 -- -- -- --
Robert E. Stauth 1993 325,186 -- 73,343 174 -- -- --
President and Chief 1992 211,320 76,300 174 -- -- --
Executive Officer 1991 164,826 -- 277,494 -- --
R. Randolph Devening 1993 305,290 -- 174 -- -- --
Vice Chairman and Chief 1992 302,577 81,668 174 -- -- --
Financial Officer 1991 291,154 150,636 -- -- -- --
James E. Stuard 1993 242,368 38,421 570 -- -- 50,000(6)
Executive Vice President- 1992 237,799 68,023 570 -- -- --
Southern Region 1991 229,808 81,816 -- -- -- --
Glenn E. Mealman 1993 226,745 54,489 570 -- -- --
Executive Vice President- 1992 222,535 37,101 570 -- -- --
Mid-America Region 1991 212,181 73,120 -- -- -- --
Robert F. Harris(7) 1993 208,188 74,679 -- -- -- --
Senior Vice President-Mid- 1992 201,726 46,494 -- -- -- --
South Region 1991 194,509 75,517 -- 282,015 -- --
<FN>
- ------------------------------
(1) The company provides term life insurance to all associates generally, and
there is no imputed income to the associate with respect to the first
$50,000 of coverage except for highly compensated associates. Accordingly,
the company is required to impute income to the named individuals with
respect to the first $50,000 of coverage and reimburses them for its tax
effect. The amounts shown in this column reflect such tax reimbursement
amounts. In accordance with the position of the staff of the Securities and
Exchange Commission which permits a phase-in of the information required by
this column, the data shown in this column is only for the 1992 and 1993
fiscal years.
(2) The restricted stock awards reported in this column were made pursuant to
the company's 1990 Stock Incentive Plan. Awards were made to Mr. Werries,
Mr. Devening, Mr. Stuard and Mr. Mealman in 1990 (the "Phase I Awards"). On
February 19, 1991, Mr. Stauth was awarded 8,102 shares, and Mr. Harris was
awarded 8,234 shares; the market price on the date of grant was $34.25 (the
"Phase II Awards"). The Phase I Awards vest over a five-year period (the
"Phase I Performance Cycle" which covers fiscal years 1990 through 1994) in
the event the net earnings of the company shall have increased on a
cumulative basis by a specified amount from the fiscal year ended December
30, 1989, and the company shall have achieved specified increases in the
net profit margin (net earnings as a percent of sales). The Phase II Awards
vest over a four-year period (the "Phase II Performance Cycle" which covers
fiscal years 1991 through 1994) on the same basis as the
</TABLE>
12
<PAGE>
<TABLE>
<S> <C>
Phase I Awards. In the event both goals are attained during each year of
the Phase I Performance Cycle and the Phase II Performance Cycle, the
holder of the restricted shares may earn between 25% and 50% of the
restricted stock awarded to him until he has attained 100% of the award.
Unearned restricted stock will be forfeited at the end of the applicable
Performance Cycle. Dividends are payable on the shares of restricted
stock if and to the extent paid on the company's common stock generally.
As of the last day of fiscal 1993, there were held in escrow for
Mr. Werries 13,662 restricted shares with a value of $329,596, Mr. Stauth
5,860 restricted shares with a value of $141,373, Mr. Devening 7,766
restricted shares with a value of $187,355, Mr. Stuard 6,183 restricted
shares with a value of $149,165, Mr. Mealman 5,608 restricted shares with a
value of $135,293, and Mr. Harris 5,956 restricted shares with a value of
$143,689.
(3) Awards of restricted stock under the company's 1990 Stock Incentive Plan
and grants of stock options under the company's stock option plans were
made after fiscal 1993 and will be disclosed as compensation for fiscal
1994 in the company's proxy statement for the annual meeting to be held in
1995.
(4) In accordance with the position of the staff of the Securities and Exchange
Commission which permits a phase-in of the information required by this
column, the data shown in this column is only for the 1992 and 1993 fiscal
years.
(5) Retired as chief executive officer in October 1993 and will retire as
chairman effective with the annual meeting.
(6) Represents payment under a consulting agreement. See "Termination of
Employment and Change in Control Arrangements -- Other Arrangements."
(7) Retired as senior vice president-Mid-South Region in January 1994.
</TABLE>
REPORT OF THE COMPENSATION COMMITTEE
EXECUTIVE OFFICERS
The policy of the compensation and organization committee (the "Committee"),
implemented through the compensation programs described below, is to motivate
executive officers and other associates to enhance the company's financial
performance by focusing attention on specific business objectives emphasizing
teamwork among associates and to reward such executive officers and other
associates based on corporate and individual performance. No executive officer's
compensation for 1993 exceeded the $1 million deduction limit under Section
162(m) of the Internal Revenue Code, as amended, and the same result is
anticipated for 1994. The Committee has not yet established a policy with
respect to qualifying compensation paid to its executive officers for
deductibility under Section 162(m), and intends to study the implications of
Section 162(m) on the company's compensation plans.
Compensation for the company's executive officers is generally comprised of
base salary, bonus and awards of stock options or restricted stock. Decisions
with respect to compensation, except for that of the chief executive officer
(the "CEO"), are made by the Committee, composed of five nonmanagement
directors, upon the recommendation of the CEO. The Committee separately
determines the CEO's compensation. The Committee's decisions are submitted to
the full board of directors for its information and review only. Earnings of the
company and the market value of its stock are considered subjectively by the
members of the Committee in setting the CEO's and other executive officers' base
salaries. Also, some bonus awards are based in part on earnings performance.
Directors who are also executive officers of the company participate in the
board's review of the Committee's decisions regarding their respective
compensation. Decisions about awards under certain of the company's stock-based
compensation plans are made solely by the Committee in order for awards to
comply with Securities and Exchange Commission Rule 16b-3.
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<PAGE>
SALARY. In determining salary for fiscal 1993, the Committee relied on the
company's salary administration program, the objectives of which are to attract,
retain and motivate productive executive officers and other management
associates. For each job classification, the program requires a written job
description, an evaluation of the job with assigned points based on the nature
of the job, its functions and the level of the position, and an assigned salary
range based on the total point value. Annual salaries are adjusted based on
individual performance. In addition, each member of the Committee reviews the
earnings of the company and the market value of the company's common stock for
the previous fiscal year-end, and, based on these factors, the Committee makes a
subjective determination of the nature and extent of salary adjustments. The
Committee generally sets salaries in the high end of the assigned salary range.
In order to measure competitiveness, the Committee also considers salary surveys
comparing company jobs with similar jobs held by employees of companies included
in the company's peer group. See "Company Performance."
BONUSES. Bonus awards are determined, within the Committee's discretion,
with reference to company and individual performance measured against criteria
established under the Fleming Companies, Inc. Incentive Compensation Program
("FICP"). The Committee establishes the company criteria annually in February,
which criteria may be adjusted based on internal and external business factors.
Pursuant to the FICP, the Committee assigns a weight to each criterion, which,
in conjunction with targets for each criterion, guides the Committee's
determination of performance units earned by each executive officer. When the
executive officer's performance units equal a predetermined number, he becomes
eligible to receive a bonus. Bonuses under the FICP for 1993 for the six senior
corporate staff executive officers (collectively, the "Top Management Group")
are based entirely on the following corporate targeted goals: earnings per
share, sales, net earnings as a percent of net sales and return on capital
(collectively, the "Corporate Objectives"). Bonuses under the FICP for 1993 for
the eight executive officers responsible for regional and division operations
and for corporate staff operations such as legal and accounting (collectively,
the "Other Executive Officers") are based fifty percent on the attainment by the
company of targeted goals based on sales and earnings of the company's core
business operations (the "Other Objectives"). The remaining fifty percent is
tied to the attainment of specified key business objectives (the "Key Business
Objectives") which are unique to each of the Other Executive Officers and are
designed to reflect specifically expected achievements within the region or
division or by the corporate sub unit for which each Other Executive Officer has
primary responsibility.
Since the company failed to meet the Corporate Objectives in 1993, none of
the members of the Top Management Group received the threshold number of units
required to be eligible for a bonus payment for 1993. However, all of the Other
Executive Officers received enough units in connection with their Key Business
Objectives which, when added to the units received for the Other Objectives,
made them eligible to receive bonuses for 1993.
RESTRICTED STOCK AND STOCK OPTIONS. As described in footnote two to the
Summary Compensation Table above, pursuant to the 1990 Stock Incentive Plan, the
Committee can award restricted stock to executive officers and other key
management associates which vests upon the attainment of targeted profit and/or
performance criteria. The Committee believes that restricted stock awards build
stock
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<PAGE>
ownership and provide a long-term focus since the stock is restricted from being
sold, transferred, or assigned until vested, and is forfeitable. No awards were
granted in fiscal 1993. No previously granted awards vested in fiscal 1993
because the targeted profit and performance criteria were not attained during
the year.
Pursuant to the company's 1985 and 1990 Stock Option Plans, at year-end
there were 1,479,489 options available for grant to executive officers and other
key management associates. No options were granted in fiscal 1993.
CHIEF EXECUTIVE OFFICER
Mr. Stauth became CEO in October 1993, and his salary as CEO was determined
by the Committee in accordance with the policies set forth above for all
executive officers. Based on his individual performance as executive vice
president -- division operations, the position he held prior to his promotions,
he received an annual salary increase of $15,000 in February 1993. In March
1993, he received an additional annual salary increase of $65,000 to reflect his
promotion to president of the company. Commensurate with his increased duties
and responsibilities as CEO, Mr. Stauth received an additional annual salary
increase of $100,000 when he became CEO in October 1993. Since the company
failed to meet the Corporate Objectives, Mr. Stauth did not receive a bonus for
1993. In February 1994, he was elected chairman effective with the annual
meeting.
Mr. Werries served as CEO until his retirement from the position in October
1993. His salary as CEO was determined by the Committee in accordance with the
policies set forth above for all executive officers. Although he did not receive
a bonus for 1993, Mr. Werries did receive a nine percent increase in his salary
for 1993. Mr. Werries had not received a salary increase since 1991, and the
Committee determined that such an increase was appropriate. Mr. Werries will
retire as chairman at the annual meeting. In connection with his retirement, he
entered into a consulting agreement with the company. See "The Board of
Directors -- Compensation of Directors." The Committee approved the payments
under the consulting agreement in recognition of Mr. Werries' 39 years of
service to the company, his continued representation of the company at industry
functions, and his availability to Mr. Stauth, the current CEO, for advice and
counsel.
<TABLE>
<S> <C>
James G. Harlow, Jr., Chairman Howard H. Leach
R. D. Harrison John A. McMillan
Edward C. Joullian III
</TABLE>
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<PAGE>
COMPANY PERFORMANCE
The following graph shows a five-year comparison of cumulative total returns
for the company, the S&P 500 composite index and an index of peer companies
selected by the company with the investment weighted based on market
capitalization at the beginning of each year.
<TABLE>
<CAPTION>
1988 1989 1990 1991 1992 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Fleming Companies, Inc. 100 89 107 108 102 84
S&P 500 100 132 128 166 179 197
Peer Index 100 109 101 112 122 135
</TABLE>
The total cumulative return on investment (change in the year-end stock
price plus reinvested dividends) for each year for the company, the peer group
and the S&P 500 composite is based on the stock price or composite index at the
end of calendar 1988.
Companies in the peer group are as follows: Fleming Companies, Inc.,
SUPERVALU, Inc., Nash Finch Co., Super Food Services, Inc., Richfood Holdings,
Inc., and Super Rite Corp. Due to unavailable data, performance for Super Rite
Corp. in the peer index has been excluded for the years 1989 through 1991.
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<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The company's compensation and organization committee consists of James G.
Harlow, Jr., chairman, and R. D. Harrison, Edward C. Joullian III, Howard H.
Leach and John A. McMillan, members.
Mr. Harrison served the company as president and chief executive officer
from 1966 to 1981, chairman and chief executive officer from 1981 to 1988, and
as chairman at his time of retirement in 1989.
STOCK OPTION INFORMATION
The following table sets forth information concerning each exercise of stock
options by the named executive officer during the fiscal year ended December 25,
1993 with information regarding the value as of the fiscal year-end of any
unexercised options.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES FY-END (#) FY-END ($)(1)
ACQUIRED -------------- -------------
ON EXERCISE VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
- ----------------------------------------- -------------- ---------------- -------------- -------------
<S> <C> <C> <C> <C>
Dean Werries............................. -- -- 61,000/5,000 --
Robert E. Stauth......................... -- -- 11,200/2,000 --
R. Randolph Devening..................... -- -- 20,750/2,750 --
James E. Stuard.......................... -- -- 25,650/2,250 --
Glenn E. Mealman......................... -- -- 20,750/2,250 --
Robert F. Harris......................... -- -- 10,125/1,875 --
<FN>
- ------------------------
(1) The values shown in this column are based on a market price of the
company's common stock at 1993 fiscal year-end of $24.125 per share. None
of the options held at the end of the fiscal year was in-the-money.
</TABLE>
PENSION PLAN
The following table illustrates estimated annual benefits payable under the
company's Pension Plan to the named executive officers upon retirement, assuming
retirement at age 65, including
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<PAGE>
amounts attributable to the company's SRP which provides benefits that would
otherwise be denied participants due to certain limitations on qualified benefit
plans in the Internal Revenue Code of 1986, as amended (the "Code"):
<TABLE>
<CAPTION>
PENSION PLAN TABLE
- -----------------------------------------------------------------------------------------------
YEARS OF SERVICE
---------------------------------------------------------------------------
REMUNERATION 10 15 20 25 30 35 40
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$250,000........ $ 125,000 $ 137,500 $ 150,000 $ 162,500 $ 175,000 $ 187,500 $ 200,000
300,000........ 150,000 165,000 180,000 195,000 210,000 225,000 240,000
350,000........ 175,000 192,500 210,000 227,500 245,000 262,500 280,000
400,000........ 200,000 220,000 240,000 260,000 280,000 300,000 320,000
450,000........ 225,000 247,500 270,000 292,500 315,000 337,500 360,000
500,000........ 250,000 275,000 300,000 325,000 350,000 375,000 400,000
550,000........ 275,000 302,500 330,000 357,500 385,000 412,500 440,000
600,000........ 300,000 330,000 360,000 390,000 420,000 450,000 480,000
650,000........ 325,000 357,500 390,000 422,500 455,000 487,500 520,000
700,000........ 350,000 385,000 420,000 455,000 490,000 525,000 560,000
750,000........ 375,000 412,500 450,000 487,500 525,000 562,500 600,000
800,000........ 400,000 440,000 480,000 520,000 560,000 600,000 640,000
850,000........ 425,000 467,500 510,000 552,500 595,000 637,500 680,000
</TABLE>
The estimated number of years of credited service for each of the named
executive officers is as follows: Mr. Werries, 39; Mr. Stauth, 17; Mr. Devening,
12; Mr. Stuard, 29; Mr. Mealman, 36; and Mr. Harris, 11.
Benefit amounts payable under the Pension Plan are (i) payable on a straight
life basis computed as a percentage of final average compensation (consisting of
salaries, wages, commissions and bonuses) for the five calendar plan years
during the last ten years of the associate's career for which such average is
the highest, (ii) subject to offset for Social Security and (iii) limited by the
Employee Retirement Income Security Act of 1974, as amended, and by the Code.
There is also an additional dollar limitation on benefits which an associate may
earn under all of the company's qualified pension plans.
The SRP is a defined benefit supplementary plan which provides retirement
benefits for each of the named executive officers, with the exception of Mr.
Harris. Benefit amounts payable under the SRP are intended to provide a minimum
base retirement benefit and are therefore offset by amounts payable from other
retirement plans, including the Pension Plan and Social Security payments. The
SRP benefit is based upon a percentage of the participant's total highest annual
compensation paid during the last three years of employment. The percentage
ranges from 50% to 80%. Retirement payments commence upon retirement after age
65 (or with the consent of the company, after age 55) or upon termination of an
eligible associate within two years after a change of control of the company.
See "Termination of Employment and Change in Control Arrangements -- SRP and
Trust Agreement."
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<PAGE>
TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS
SEVERANCE AGREEMENTS. The company has entered into severance agreements
with Messrs. Werries, Stauth, Devening, Stuard, Mealman and Harris. The
severance agreements provide for severance pay should a change in control of the
company occur (as defined in the agreements). Under the severance agreements, an
associate's employment must be terminated involuntarily, without cause, whether
actual or "constructive" (demotion, relocation, loss of benefits or other
changes in an associate's terms of employment short of actual termination),
following a change in control for severance pay to be available. Under the
severance agreements, severance pay equals two years' salary based on the
associate's rate of compensation at the time of change in control. Assuming a
change of control on December 25, 1993, and termination of employment of Messrs.
Werries, Stauth, Devening, Stuard, Mealman and Harris, the company would be
required under the severance agreements to pay $1,200,000, $840,000, $630,000,
$488,600, $456,200 and $411,200, respectively.
SRP AND TRUST AGREEMENT. The SRP provides for retirement benefits to be
paid to each of the named executive officers except Mr. Harris, who is not
covered by the plan, in the event his employment is terminated within two years
after a change in control of the company. Assuming a change of control on
December 25, 1993 and the termination of employment of the following persons
within two years after that, the company would be required under the SRP to pay
the following amounts annually for life to the following named executives: Mr.
Werries, $459,907, Mr. Stauth, $162,083, Mr. Devening, $184,531, Mr. Stuard,
$115,082, and Mr. Mealman, $91,174.
The company has entered into a Supplemental Income Trust (the "Trust"). The
company will use the Trust to set aside funds necessary to satisfy the company's
obligations to associates with respect to the SRP and the severance agreements,
including obligations arising following a change in control of the company. The
Trust assets relating to company contributions are always subject to the claims
of general creditors of the company. No associate with any right to or interest
in any benefit or future payments under the Trust will have any right to or
security interest in any specific asset of the Trust or any right to assign any
benefits or rights which he or she may expect to receive from the Trust.
OTHER ARRANGEMENTS. Pursuant to the provisions of the company's 1990 Stock
Incentive Plan, in the event of a "change of control" of the company, the
compensation and organization committee, in its sole discretion, may accelerate
the vesting and payment of any award or may determine that a payment instead of
an award may be made. Under Phase III of this plan, adopted in February 1994, a
participant is entitled to receive a cash payment equal to his annual base
salary if the event occurs in the first year of the performance cycle,
two-thirds of his annual base salary if the event occurs in the second year of
the performance cycle and one-third of his annual base salary if the event
occurs in the third year of the performance cycle. Pursuant to the provisions of
the company's 1990 Stock Option Plan, in the event of a "change of control" of
the company, all options outstanding under the plan, with and without SARs, will
become automatically fully vested and immediately exercisable with such
acceleration to occur without requirement of any further act by the company or
any plan participant. All of the named executive officers participate in the
above-described plans.
Mr. Stuard has entered into an agreement with the company pursuant to which
he will act as a consultant to the company after his retirement. Under the
agreement, in recognition of his valuable
19
<PAGE>
service to the company, he received a $50,000 payment in December 1993 and will
receive a $50,000 payment in December 1994. Upon his retirement, he will receive
retirement benefits under the Pension Plan and the SRP. At retirement, the
company will provide Mr. Stuard with health insurance for which the company will
pay premiums until he reaches age 65. Mr. Harris has entered into an employment
agreement with the company pursuant to which he will remain an employee of the
company for one year beginning January 13, 1994, during which he will continue
to receive his base salary and existing benefits.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Upon the recommendation of the audit and finance committee, the board of
directors has reappointed Deloitte & Touche as independent auditors for 1994 and
is requesting ratification by the shareholders. Deloitte & Touche has audited
the consolidated financial statements since 1967.
Services performed by Deloitte & Touche for the 1993 fiscal year included,
among others, the audit of annual financial statements and consultations
concerning various tax and accounting matters. Representatives of Deloitte &
Touche will attend the meeting, have the opportunity to make a statement if they
so desire, and be available to answer questions.
Ratification of the appointment of independent auditors requires the
affirmative vote by the holders of a majority of the stock having voting power
present at the meeting. The board of directors unanimously recommends a vote FOR
the ratification of the appointment of Deloitte & Touche.
SHAREHOLDER PROPOSALS
Any proposals of shareholders intended to be presented at the 1995 annual
meeting must be received not later than November 18, 1994, to be considered for
inclusion in the proxy statement and form of proxy relating to the meeting. No
shareholder proposals were received for inclusion in this proxy statement.
OTHER BUSINESS
The board of directors knows of no business which will be presented for
action at the meeting other than that described in the notice of annual meeting.
If other matters come before the meeting, the proxies will be voted according to
the judgment of the persons named on the proxy card.
It is important that the proxies be returned promptly. Therefore,
shareholders who do not expect to attend the annual meeting in person are
requested to complete and return the proxy card as soon as possible.
By Order of the Board of Directors
DAVID R. ALMOND
SENIOR VICE PRESIDENT
GENERAL COUNSEL AND SECRETARY
20
