UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25 SEC File Number
1-8140
NOTIFICATION OF LATE FILING
(Check one): X Form 10-K Form 20-F Form 11-K Form 10-Q Form N-SAR
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
Part I. Item 3. Legal Proceedings; Part II. Item 6. Selected Financial Data;
Part II. Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations; Part II. Item 8. Financial Statements and
Supplementary Data; and Part IV. Item 14. Exhibits, Financial Statement
Schedules and Reports on Form 8-K (with respect to the financial statements,
independent auditors' opinion, unaudited quarterly financial information,
financial statement schedule and exhibit number 23 - consent of independent
auditors).
PART I - REGISTRANT INFORMATION
FLEMING COMPANIES, INC.
(Exact name of registrant as specified in its charter)
6301 Waterford Boulevard, Box 26647
Oklahoma City, Oklahoma 73126
(Address of principal executive office)
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate) X
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense.
(b) The subject annual report will be filed on or before the fifteenth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-
25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K could not be
filed within the prescribed time period.
On March 15, 1996, a jury in the 18th Judicial District, Johnson County, Texas
returned a verdict against the registrant and a former executive in favor of a
former customer in the amount of $207.5 million plus 10% interest per annum
and other verdicts. Registrant strongly believes the award was unjust and
without foundation or legal support and intends to appeal through the Texas
court system seeking full and complete reversal.
A motion for judgment is set for hearing on April 2, 1996. Once a judgment
has been signed the registrant may commence its appeal efforts.
In order to appeal the judgment, registrant must post a supersedeas appeals
bond in an amount to be determined by the trial judge which will not occur
prior to April 2, 1996 and which the registrant believes could be up to the
full amount of the judgment plus interest.
To obtain collateral for the bond and additional credit, registrant's credit
facility with its senior lending institutions must be amended which registrant
contemplates will occur on or before April 12, 1996.
The disclosures affected by the material matters include: Part I. Item 3.
Legal Proceedings; Part II. Item 6. Selected Financial Data; Part II. Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations; Part II. Item 8. Financial Statements and Supplementary Data; and
Part IV. Item 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K (with respect to the financial statements, independent auditors' report,
unaudited quarterly financial information and Exhibit number 23 - consent of
independent auditors).
The aforementioned matters will be known by April 15, 1996, within the 15-day
extension afforded by Form 12b-25 and registrant expects to complete its
filing on or before that date.
Registrant believes that by filing Form 10-K once the above material matters
are known, the information contained therein will be more meaningful and not
misleading to investors.
As described in Exhibit 99, Deloitte & Touche LLP, the company's independent
auditors, are not able to provide their opinion to the consolidated financial
statements until the material matters are known.
Registrant respectfully requests extension of the time prescribed to file the
portions of its 1995 annual report on Form 10-K detailed above, pursuant to
Form 12b-25.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Kevin J. Twomey (405) 841-8310
Vice President - Controller (Area code) (Telephone Number)
(Name)
(2) Have all other periodic reports required under Section 13 or 15(d) or the
Securities Exchange Act of 1934 been filed? If answer is no, identify
report(s). X Yes No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof? X Yes No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made. See below explanation.
Explanation of change in results of operations in 1995 from 1994:
In 1994, the company embarked upon a plan to restructure its organizational
alignment, reengineer its operations and consolidate its distribution
facilities. The company's objective is to lower net acquisition cost of
product to retail customers while providing the company with a fair and
adequate return for its products and services. To achieve this objective,
management has made major organizational changes, implemented the Fleming
Flexible Marketing Plan ("FFMP") in approximately 40% of its food distribution
sales base, or 17 of its 35 operating units, and increased its investment in
technology. The actions contemplated by the reengineering plan will affect
the company's food and general merchandise wholesaling operations as well as
certain retail operations. Although a significant number of reengineering
initiatives have been completed, more are planned. The timing of the
remaining initiatives has been lengthened while the company refocuses on
financial performance and refines FFMP in response to customers and vendors.
Accordingly, completion dates are not known.
Beginning in the third quarter of 1994, results were materially affected by
the acquisition of Scrivner. Sales have increased dramatically and gross
margin and selling and administrative expenses as a percent of sales are
significantly higher due to the higher percentage of retail food operations in
Scrivner. Interest expense increased materially as a result of both increased
borrowing levels and higher interest rates due to the acquisition of Scrivner.
In addition, expense for the amortization of goodwill also increased
significantly.
As part of the reengineering plan, the company has closed four distribution
centers and plans to close one additional facility. In addition, since the
acquisition, the company has closed nine former Scrivner distribution centers.
CONSOLIDATED STATEMENTS OF EARNINGS
For the years ended December 30, 1995 and December 31, 1994
(In thousands, except per share amounts)
1995 1994
Net sales $17,501,572 $15,723,691
Costs and expenses:
Cost of sales 16,091,039 14,601,050
Selling and administrative 1,189,199 932,588
Interest expense 175,390 120,071
Interest income (58,206) (57,148)
Equity investment results 27,240 14,793
Facilities consolidation and
restructuring (8,982) -
Total costs and expenses 17,415,680 15,611,354
Earnings before taxes 85,892 112,337
Taxes on income 43,891 56,168
Net earnings $ 42,001 $ 56,169
Net earnings per share $ 1.12 $ 1.51
Weighted average shares outstanding 37,577 37,254
Exhibits: Exhibit 99 - Independent Auditors' letter accompanying Form 12b-25.
SIGNATURES
FLEMING COMPANIES INC. has caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
KEVIN J. TWOMEY
By: Kevin J. Twomey
Vice President - Controller
Date: March 29, 1996
Exhibit 99
March 29, 1996
Mr. Kevin Twomey
Vice President and Controller
Fleming Companies, Inc.
P. O. Box 26647
Oklahoma City, Oklahoma 73126
Dear Mr. Twomey:
Fleming Companies, Inc. is in the process of evaluating potentially
significant developments occurring subsequent to the year ended December 30,
1995 related to a pending litigation matter. Therefore, we are unable to
furnish our independent auditors' report covering the consolidated financial
statements and financial statement schedule for the year ended December 30,
1995 for the filing of Form 10-K. We expect to issue our report, filed as
part of the annual report on Form 10-K, by April 15, 1996.
Yours truly,
DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
THE FOLLOWING ITEMS ARE THE SUBJECT OF A FORM 12B-25 AND ARE EXCLUDED HEREIN:
PART I. ITEM 3. LEGAL PROCEEDINGS; PART II. ITEM 6. SELECTED FINANCIAL DATA;
PART II. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS; PART II. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA; AND PART IV. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K (WITH RESPECT TO THE FINANCIAL STATEMENTS, INDEPENDENT AUDITORS'
OPINION, UNAUDITED QUARTERLY FINANCIAL INFORMATION, FINANCIAL STATEMENT SCHEDULE
AND EXHIBIT NUMBER 23 - CONSENT OF INDEPENDENT AUDITORS).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 30, 1995
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 1-8140
FLEMING COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Oklahoma 48-0222760
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6301 Waterford Boulevard, Box 26647
Oklahoma City, Oklahoma 73126
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (405) 840-7200
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
Common Stock, $2.50 Par Value and New York Stock Exchange
Common Stock Purchase Rights Pacific Stock Exchange
Midwest Stock Exchange
9.5% Debentures New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to the
Form 10-K. ____
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes X No
As of February 24, 1996, 37,704,000 common shares were outstanding.
The aggregate market value of the common shares (based upon the closing price of
these shares on the New York Stock Exchange) of Fleming Companies, Inc. held by
nonaffiliates was approximately $740 million.
Documents Incorporated by Reference
A portion of Part III has been incorporated by reference from the registrant's
proxy statement dated March 12, 1996, in connection with its annual meeting of
shareholders to be held on May 1, 1996.
PART I
ITEM 1. BUSINESS
Fleming Companies, Inc. (hereinafter referred to as "Fleming," the "registrant"
or the "company") was incorporated in Kansas in 1915 and in 1981 was
reincorporated as an Oklahoma corporation. Fleming is engaged primarily in the
food wholesaling and distribution industry with both wholesale and retail
operations.
The company currently serves as the principal source of supply for approximately
3,500 supermarkets in 42 states and the District of Columbia. These super-
markets have a total area of approximately 100 million square feet. The company
also serves several international markets. The company serves food stores of
various sizes operating in a wide variety of formats, including conventional
full-service stores, superstores, price impact stores (including warehouse
stores), combination stores (which typically carry a higher proportion of non-
food items) and convenience stores. The company services a geographically
diverse area. These are predominantly independent stores, many of which operate
and advertise under a common name to promote greater consumer recognition.
Fleming's retail customers (hereinafter referred to as "customers") also include
national and regional corporate chains.
The company's food distribution operations offer a wide variety of national
brand and private label products, including groceries, meat, dairy and delica-
tessen products, frozen foods, produce, bakery goods and a variety of general
merchandise and related items. In addition, Fleming offers a wide range of
support services to its customers to help them compete more effectively with
other food retailers in their respective market areas.
In addition, the company has a significant presence in food retailing, owning
and operating approximately 370 retail food stores with an aggregate of
approximately 13 million square feet. Company-owned stores operate under a
number of names and vary in format from super warehouse stores to conventional
supermarkets.
The company operates in two segments: food distribution and retail store
operations. Food distribution includes food and general merchandise
distribution. Segment information as required by Statement of Financial
Accounting Standards No. 14 is presented in Item 8. Financial Statements and
Supplementary Data.
Reengineering
The company has determined that its performance during the past several years,
along with the performance of a number of its retail customers, has been
unfavorably affected by a number of changes within the food marketing and
distribution industry, which has become increasingly competitive in an
environment of relatively static overall demand. Alternative format food stores
(such as warehouse stores and supercenters) have gained retail food market share
at the expense of traditional supermarket operators, including independent
grocers, many of whom are customers of the company. Vendors, seeking to ensure
that more of their promotional dollars are used by retailers to increase sales
volume, increasingly direct promotional dollars directly to retailers and to
large self-distributing chains. Additionally, the trend toward Every Day Low
Costing has reduced margin opportunities. The company believes that these
changes have led to reduced margins and lower profitability among many of its
customers and at the company itself. Fleming has initiated specific actions to
respond to, and help its retail customers respond to, changes in the market-
place.
The company has embarked upon a plan to restructure its organizational align-
ment, reengineer its operations and consolidate its distribution facilities.
The company's objective is to lower net acquisition cost of product to retail
customers while providing the company with a fair and adequate return for its
products and services. To achieve this objective, management has made major
organizational changes, implemented the Fleming Flexible Marketing Plan ("FFMP")
in approximately 40% of its food distribution sales base, or 17 of its 35
operating units, and increased its investment in technology. The actions
contemplated by the reengineering plan will affect the company's food and
general merchandise wholesaling operations as well as certain retail opera-
tions. Although a significant number of reengineering initiatives have been
completed, more are planned. The timing of the remaining initiatives has been
lengthened while the company refocuses on financial performance and refines FFMP
in response to customers and vendors. Accordingly, completion dates are not
known.
The company has reorganized itself around four core business units: retail sales
and marketing, retail services, category marketing and product supply. Retail
sales and marketing, retail services and category marketing represent the
marketing functions of the company. Product supply represents the procurement
and distribution functions of the company.
Through retail sales and marketing, the company markets to customers on FFMP
primarily on the basis of customer type instead of on the basis of geography.
This enables the company to be more effective in serving its diverse customer
base. Through retail services, the company offers services on a fee basis to
retailers. In the past, Fleming has offered many services without a direct
charge but has indirectly charged all customers for such services. Through
category marketing, the company more efficiently manages its relationships with
vendors, manufacturers and other suppliers, working to obtain the best possible
promotional benefits offered by suppliers and pass through directly to retailers
on FFMP 100% of those benefits related to grocery, frozen foods and dairy
products. Through product supply, which is comprised of all food distribution
centers and operations converted to FFMP, the company will work to lower the net
acquisition costs (i.e., the total of cost of product and all related charges
plus the company's distribution fee) to retailers.
FFMP applies to grocery, frozen foods and dairy products and is based on a new
pricing policy whereby retailers, upon conversion to FFMP, will pay the
company's actual cost of acquiring goods, receiving 100% of available promo-
tional benefits from the vendor arranged by the company, including those derived
from forward buying. Customers will pay all costs incurred by the company for
transportation (which in the past may have been subsidized by the company).
Instead of paying a basic distribution fee, customers pay handling and storage
charges, which is higher than the prior distribution fee. Additionally, retail
customers pay for all other retail services purchased.
As part of the reengineering plan, the company has closed four distribution
centers and plans to close one additional facility.
Products
The company supplies its customers with a full line of national brand products
as well as an extensive range of private and controlled label products, perish-
ables and non-food items. Controlled labels are those which the company
controls and private labels are those which may be offered only in stores
operating under specific banners, which may or may not be under the company's
control. Among the controlled labels offered by the company with registered
trade names are TV, Hyde Park, Marquee, Bonnie Hubbard, Best Yet, Sentry and
Rainbow. Among the private labels handled by the company are IGA and Piggly
Wiggly. Controlled label and private label products offer both the wholesaler
and the retailer opportunities for higher margins as the costs of national
advertising campaigns can be eliminated. The controlled label program is
augmented with marketing and promotional support programs developed by the
company.
Certain categories of perishables also offer both the wholesaler and the
retailer opportunities for improved margins as consumers are generally willing
to pay relatively higher prices for produce and bakery goods and high quality
frozen foods. Furthermore, retailers are increasingly competing for business
through an emphasis on perishables and private label products.
Services to Customers
The company offers value-added services to its customers. These services
include, among others, merchandising and marketing assistance, in-house
advertising, consumer education programs, retail electronic services and
employee training. See also "Capital Invested in Customers."
In addition, the company may assist its customers in the development and
expansion of retail stores, including retail site selection and market surveys;
store design, layout, and decor assistance; and equipment and fixture planning.
The company also has expertise in developing sales promotions, including
employee and customer incentive programs, such as "continuity programs" designed
to entice the customer to return regularly to the store.
Sale Terms
Upon reengineering, customers are converted to FFMP and are charged the
company's actual costs of acquiring grocery, frozen food and dairy products
pursuant to FFMP while the company passes through to its FFMP customers all
promotional fees and allowances received from vendors. In addition, the company
charges FFMP customers for the costs of transportation and for handling and
storage, which charges are higher than the previous basic distribution fee.
Retailers on FFMP are also charged directly for services for which they formerly
paid indirectly. As a result, the company believes it will lower the net acqui-
sition cost of product to its customers. Payment is made through electronic
funds transfer the day following the customer's statement date.
Where the company's operating units have not been reengineered, customers are
charged for products based generally on an agreed price which includes the
company's defined "cost" (which does not give effect to promotional fees and
allowances from vendors), to which is added a fee determined by the volume of
the customer's purchase. In some geographic areas, product charges are based
upon a percentage markup over cost. A delivery charge is usually added based on
order size and mileage from the distribution center to the customer's store.
Payment may be received upon delivery of the order, or within credit terms that
generally are weekly or semi-weekly.
Distribution
The company currently operates 35 distribution centers which are responsible for
the distribution of national brand and private label groceries, meat, dairy and
delicatessen products, frozen foods, produce, bakery goods and a variety of
related food and non-food items. Six general merchandise distribution centers
distribute health and beauty care items and other non-food items. Two
distribution centers serve convenience stores. All facilities are equipped with
modern material handling equipment for receiving, storing and shipping large
quantities of merchandise. As a result of the acquisition of Scrivner in July
1994, the company has closed nine former Scrivner distribution centers. As part
of the consolidation, reorganization and reengineering plan, the company has
closed four distribution centers and will close one additional distribution
center.
The company's food and general merchandise distribution facilities comprise more
than 20 million square feet of warehouse space. Additionally, the company
rents, on a short-term basis, approximately 5 million square feet of off-site
temporary storage space.
Many distribution divisions operate a truck fleet to deliver products to
customers. The company increases the utilization of its truck fleet by
backhauling products from many suppliers, thereby reducing the number of empty
miles traveled. To further increase its fleet utilization, the company has made
its truck fleet available to other firms on a for-hire carriage basis. During
1994 and 1995 the company engaged dedicated contract carriers to deliver its
products from certain distribution centers.
Retail Stores Served
The company serves retail stores ranging in size from small convenience outlets
to conventional supermarkets, combination units, price impact stores and large
supercenters. Among the stores served are approximately 3,500 supermarkets with
an aggregate of approximately 100 million square feet. Fleming's customers are
geographically diverse, with operations in 42 states, the District of Columbia
and several international markets. The company's principal customers are
supermarkets carrying a wide variety of grocery, meat, produce, frozen food and
dairy products. Most customers also handle an assortment of non-food items,
including health and beauty care products and general merchandise such as
housewares, soft goods and stationery. Most supermarkets also operate one or
more specialty departments such as in-store bakeries, delicatessens, seafood
departments and floral departments.
The company believes that its focus on quality service, broad product offerings,
competitive prices and value-added services enables the company to maintain long
- -term customer relationships while attracting new customers. The company has
targeted self-distributing chains and operators of alternative format stores as
sources of incremental sales. These operations have gained increasing market
share in the retail food industry in recent years. The company currently serves
1,040 chain stores, compared to 980 at year-end 1994. In late 1994, Fleming
signed a six-year supply agreement with Kmart to serve new Super Kmart Centers
in areas where Fleming has distribution facilities.
The company also licenses or grants franchises to retailers to use certain
registered trade names such as IGA, Piggly Wiggly, Food 4 Less, Big Star, Big T,
Buy-for-Less, Checkers, Festival Foods, Jubilee Foods, Jamboree Foods, MEGA
MARKET, Minimax, Sentry, Shop 'n Bag, Shop 'n Kart, Super 1 Foods, Super Save,
Super Thrift, Thriftway, United Supers, and Value King. There are approximately
2,000 food stores operating under company franchises or licenses.
Company-owned Stores
The company owns and operates approximately 370 stores at December 30, 1995,
including 330 supermarkets with an aggregate of approximately 12 million square
feet. Company-owned stores are located in 23 states and are all served by the
company's distribution centers. Formats vary from super warehouse stores to
conventional supermarkets. Generally in the industry, an average super
warehouse store is 58,000 square feet and a conventional supermarket is 23,000
square feet. All company-owned supermarkets are designed and equipped to offer
a broad selection of both national brands as well as private label products at
attractive prices while maintaining high levels of service. Most supermarket
formats have extensive produce sections and complete meat departments together
with one or more specialty departments such as in-store bakeries, delicatessens,
seafood departments and floral departments. Specialty departments generally
produce higher gross margins per selling square foot than general grocery
sections.
The company-owned stores provide added purchasing power as they enable the
company to commit to certain promotional efforts at the retail level. The
company, through its owned stores, is able to retain many of the promotional
savings offered by vendors in exchange for volume increases.
Technology
Fleming has played a leading role in employing technology for internal opera-
tions as well as for its independent retail customers.
Fleming has implemented radio-frequency terminals in most of its distribution
centers to track inventory, further improve customer service levels, reduce out-
of-stock conditions and obtain other operational improvements. Most distri-
bution centers are managed by computerized inventory control systems, such as
the company's standardized computer software system called FOODS (Fleming On-
line Distribution System), along with warehouse productivity monitoring and
scheduling systems. The company has begun a program to implement FOODS in all
former Scrivner facilities. Most of Fleming's truck fleet is equipped with on-
board computers to monitor the efficiency of deliveries to its customers.
Additionally, the company is marketing an advanced on-line communications
product, called Visionet, that links Fleming-served retailers with their product
supply centers, category managers and vendors. One of Visionet's features is
the Opportunity Wire, which enables Fleming to alert retailers to special
purchasing opportunities to buy products at advantageous prices as well as
assist in coordinating delivery.
Suppliers
The company purchases its products from numerous vendors and growers. As the
largest single customer of many of its suppliers, the company is able to secure
favorable terms and volume discounts on most of its purchases, leading to lower
unit costs. The company purchases products from a diverse group of suppliers
and believes it has adequate and alternative sources of supply for substantially
all of its products.
Capital Invested in Customers
As part of its services to retailers, the company provides capital to customers
in several ways. In making credit and investment decisions, the company
considers many factors, including estimated return on capital, risk and the
benefits to be derived from sustained or increased product sales. Any equity
investment or loan of $250,000 or more must be approved by the company's busi-
ness development committee. An equity investment or loan of $10 million to $15
million must also be approved by the Chief Executive Officer, with Board of
Directors approval above $15 million. For equity investments, the company has
active representation on the customer's board of directors. The company also
conducts periodic credit reviews, receives and analyzes customers' financial
statements and visits customers' locations regularly. On an ongoing basis,
senior management reviews the company's largest investments and credit expo-
sures.
The company provides capital to certain customers by becoming primarily or
secondarily liable for store leases, by extending credit for inventory
purchases, and by guaranteeing loans and making secured loans to and equity
investments in customers.
Store leases. The company leases stores for sublease to certain customers.
Sublease rentals are generally higher than the base rental to the company.
As of December 30, 1995, the company was the primary lessee of approximately 900
retail store locations subleased to and operated by customers. In certain
circumstances, the company also guarantees the lease obligations of certain
customers.
Extension of credit for inventory purchases. The company has supply agreements
with customers in which it invests and, in connection with supplying such
customers, will, in certain circumstances, extend credit for inventory pur-
chases. Customary trade credit terms are the day following statement date for
customers on FFMP and up to seven days for non-FFMP customers; the company has
extended credit for additional periods under certain circumstances.
Guarantees and secured loans. The company guarantees the obligations of certain
of its customers. Loans are also made to customers primarily for store
expansions or improvements. These loans are typically secured by inventory and
store fixtures, bear interest at rates at or above the prime rate, and are for
terms of up to ten years. During fiscal year 1995, the company sold, with
limited recourse, $77 million of notes evidencing similar loans. The company
believes its loans to customers are illiquid and would not be investment grade
if rated.
Equity investments. The company has made equity investments in strategic multi-
store customers, which it refers to as Business Development Ventures, and in
smaller operators, referred to as Equity Stores. Equity Store participants
typically retain the right to purchase the company's investment over a five to
ten-year period. Many of the customers in which the company has made equity
investments are highly leveraged, and the company believes its equity invest-
ments are highly illiquid.
The following table sets forth the components of Fleming's portfolio of loans to
and investments in customers at year-end 1995 and 1994. Amounts are in
millions.
Business Stores Customers
Development Equity Held Sub- With No Equity
Ventures Stores For Resale total Investment Total
1995
Loans (a) $27 $34 $ - $ 61 $177 $238
Equity Investments 28 (2) 23 49 - 49
Total $55 $32 $23 $110 $177 $287
1994
Loans (a) $52 $55 $ 1 $108 $267 $375
Equity Investments 45 6 25 76 - 76
Total $97 $61 $26 $184 $267 $451
(a) Includes current portion of loans, which amounts are recorded as receivables
on the company's balance sheet. See Notes to Consolidated Financial
Statements.
The table does not include the company's investments in customers through direct
financing leases, lease guarantees, operating leases, loan guarantees or credit
extensions for inventory purchases. As of December 30, 1995, the present value
of the company's obligations under direct financing leases and lease guarantees
were $223 million and $90 million, respectively.
The company has implemented tighter credit policies and reduced emphasis on
credit extensions to and investments in customers. Additionally, credit
associates conduct post-financing reviews more frequently and in more depth.
Fleming's credit loss expense, including from receivables as well as from
investments in customers, was $31 million in the year ended December 31, 1995
and $61 million and $52 million in 1994 and 1993, respectively.
Competition
Competition in the food marketing and distribution industry is intense. The
company's primary competitors are national chains who perform their own
distribution (such as The Kroger Co. and Albertson's, Inc.), national food
distributors (such as SUPERVALU Inc.) and regional and local food distributors.
The principal competitive factors include price, quality and assortment of
product lines, schedules and reliability of delivery, and the range and quality
of customer services. The sales volume of wholesale food distributors is
dependent on the level of sales achieved by the retail food stores they serve.
Retail stores served by the company compete with other retail food outlets in
their geographic areas on the basis of price, quality and assortment, store
location and format, sales promotions, advertising, availability of parking,
hours of operation and store appeal.
The primary competitors of the company-owned stores are national, regional and
local chains, as well as independent supermarkets and convenience stores. The
principal competitive factors include product price, quality and assortment,
store location and format, sales promotions, advertising, availability of
parking, hours of operation and store appeal.
Employees
At year-end 1995, the company had approximately 44,000 full-time and part-time
associates. Approximately half of the company's associates are covered by
collective bargaining agreements with the International Brotherhood of Team-
sters, Chauffeurs, Warehousemen and Helpers of America, the United Food and
Commercial Workers, the International Longshoremen's and Warehousemen's Union
and the Retail Warehouse and Department Store Union. Most of such agreements
expire at various times throughout the next five years. The company believes it
has satisfactory relationships with its unions.
ITEM 2. PROPERTIES
The following table sets forth information with respect to Fleming's major
distribution facilities.
Size, in
Food Thousands of Owned or
Distribution (1) Square Feet Leased
Altoona, PA 172 Leased
Buffalo, NY 417 Leased
El Paso, TX (2) 465 Leased
Ewa Beach, HI 196 Leased
Fresno, CA 380 Owned
Garland, TX 1,176 Owned
Geneva, AL 345 Leased
Houston, TX 663 Leased
Huntingdon, PA 246 Leased
Johnson City, TN 287 Owned
Kansas City, KS 909 Leased
La Crosse, WI 913 Owned
Lafayette, LA 430 Owned
Laurens, IA 368 Owned
Lincoln, NE 298 Leased
Lubbock, TX (2) 378 Owned
Marshfield, WI 157 Owned
Massillon, OH 775 Owned
Memphis, TN 780 Owned
Miami, FL 763 Owned
Milwaukee, WI 595 Owned
Minneapolis, MN (3) 480 Owned
Nashville, TN 734 Leased
North East, MD (4) 107 Owned
Oklahoma City, OK (5) 669 Owned
Oklahoma City, OK (5) 410 Leased
Peoria, KS 325 Owned
Philadelphia, PA (4) 830 Leased
Phoenix, AZ 912 Owned
Portland, OR 323 Owned
Sacramento, CA 683 Owned
Salt Lake City, UT 429 Owned
San Antonio, TX 514 Leased
Sikeston, MO 481 Owned
Superior, WI (3) 371 Owned
Warsaw, NC 681 Owned/Leased
York, PA 450 Owned
19,112
General Merchandise
Dallas, TX 270 Owned/Leased
King of Prussia, PA 377 Leased
La Crosse, WI 163 Owned
Memphis, TN 339 Owned/Leased
Sacramento, CA 294 Leased
Topeka, KS 179 Leased
1,622
Outside Storage
Outside storage facilities -
typically rented on a
short-term basis. 5,334
Total square feet 26,068
(1) Food distribution includes two convenience store divisions.
(2) Comprise the Lubbock distribution operation.
(3) Comprise the Minneapolis distribution operation.
(4) Comprise the Philadelphia distribution operation.
(5) The company operates two distribution operations in Oklahoma City. The
administrative functions of these two distribution operations are
consolidated.
At the end of 1995, Fleming operated a delivery fleet consisting of approxi-
mately 1,400 power units and 3,100 trailers. Most of this equipment is owned by
the company.
Company-owned retail stores are located in 23 states and occupy approximately 13
million square feet which is primarily leased.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information concerning the executive
officers of the company as of March 12, 1996:
Year
First Became
Name (age) Present Position An Officer
Robert E. Stauth (51) Chairman and
Chief Executive Officer 1987
William J. Dowd (53) President and Chief Operating
Officer 1995
E. Stephen Davis (55) Executive Vice President-
Distribution 1981
Harry L. Winn, Jr. (51) Executive Vice President
and Chief Financial Officer 1994
David R. Almond (56) Senior Vice President-
General Counsel and Secretary 1989
Ronald C. Anderson (53) Senior Vice President-General
Merchandise 1993
Mark K. Batenic (47) Senior Vice President-Retail Sales
& Marketing 1994
Darreld R. Easter (59) Senior Vice President-
Category Marketing 1988
William M. Lawson, Jr. (45) Senior Vice President-Corporate
Development/International
Operations 1994
Dixon E. Simpson (53) Senior Vice President-Retail
Services 1994
Larry A. Wagner (49) Senior Vice President-
Associate Support 1989
Thomas L. Zaricki (51) Senior Vice President-Retail
Operations 1993
Kevin J. Twomey (45) Vice President-Controller 1995
No family relationship exists among any of the executive officers listed above.
Executive officers are elected by the board of directors for a term of one year
beginning with the annual meeting of shareholders held in April or May of each
year.
Each of the executive officers has been employed by the company or its
subsidiaries for the preceding five years except for Messrs. Anderson, Dowd,
Lawson, Winn and Zaricki.
Mr. Anderson joined the company as Vice President-General Merchandise in July
1993. In March 1994, he was named Senior Vice President-General Merchandise.
Since 1986, until joining the company, he was vice president of McKesson
Corporation, a distributor of pharmaceutical and related products, where he was
responsible for its service merchandising division.
Mr. Dowd joined the company in his present position in July 1995. From 1994
until joining the company, he was Senior Vice President - Operations at Cott
Corporation, a producer of retailer-branded soft drinks. From 1991 to 1994, Mr.
Dowd was executive vice president for Kraft General Foods' KGF Service Company.
Mr. Lawson joined the company in his present position in June 1994. Prior to
that, Mr. Lawson was a practicing attorney in Phoenix for 18 years.
Mr. Winn joined the company in his present position in May 1994. He was with
UtiliCorp United in Kansas City, an energy company, where he was managing senior
vice president and chief financial officer from 1990 to 1993.
Mr. Zaricki joined the company in his present position in October 1993. Since
1987, until joining the company, Mr. Zaricki was president of Arizona
Supermarkets, Inc., a regional supermarket chain headquartered in Phoenix.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
Fleming common stock is traded on the New York, Midwest and Pacific stock
exchanges. The ticker symbol is FLM. As of December 30, 1995, the 37.7 million
outstanding shares were owned by 13,300 shareholders of record and approximately
20,500 beneficial owners whose shares are held in street name by brokerage firms
and financial institutions. According to the New York Stock Exchange Composite
Transactions tables, the high and low prices of Fleming common stock during each
calendar quarter of the past two years are shown below.
1995 1994
Quarter High Low High Low
First $24.88 $19.13 $26.13 $24.25
Second 27.13 22.75 29.25 23.50
Third 29.88 22.63 30.00 22.88
Fourth 25.75 20.00 24.50 22.63
Cash dividends on Fleming common stock have been paid for 79 consecutive years.
Dividends are generally declared on a quarterly basis with holders as of the
record date being entitled to receive the cash dividend on the payment date.
Record and payment dates are normally as shown below:
Record Dates: Payment Dates:
February 20 March 8
May 20 June 10
August 20 September 10
November 20 December 10
Cash dividends of $.30 per share were paid on or near each of the above four
payment dates in 1994 and 1995. The company paid a cash dividend of $.30 per
share for the first quarter of 1996.
On March 28, 1996, the Board of Directors of the company declared a cash divi-
dend of $.02 per share for the second quarter of 1996 payable on June 10, 1996,
to shareholders of record on May 20, 1996. This dividend is lower than the
previous quarterly dividend to allow the company to meet its banks' requirements
to support the posting of an appeal bond in the David's Supermarkets lawsuit.
See Item 3. Legal Proceedings, Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations and Item 8. Financial Statements
and Supplementary Data - Notes to Consolidated Financial Statements - Litigation
and Contingencies and Subsequent Events.
ITEM 9. CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated herein by reference to pages 3 through 6 of the company's proxy
statement dated March 12, 1996, in connection with its annual meeting of
shareholders to be held on May 1, 1996. Information concerning Executive
Officers of the company is included in Part I herein which is incorporated in
this Part III by reference.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated herein by reference to pages 12 through 20 of the company's proxy
statement dated March 12, 1996, in connection with its annual meeting of
shareholders to be held on May 1, 1996.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated herein by reference to page 9 through 11 of the company's proxy
statement dated March 12, 1996, in connection with its annual meeting of
shareholders to be held on May 1, 1996.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)3., (c) Exhibits:
Page Number or
Exhibit Incorporation by
Number Reference to
3.1 Certificate of Incorporation Exhibit 3.1 to
Form 10-K
for year ended
December 28, 1991
3.2 By-Laws Exhibit 28.2 to
Form 8-K dated
August 22, 1989
4.0 Credit Agreement, dated as of Exhibit 4.0 to
July 19, 1994, among Fleming Form 8-K dated
Companies, Inc., the Banks July 19, 1994
listed therein and Morgan
Guaranty Trust Company of
New York, as Managing Agent
4.1 Pledge Agreement, dated as of Exhibit 4.1 to
July 19, 1994, among Fleming Form 8-K dated
Companies, Inc. and Morgan July 19, 1994
Guaranty Trust Company of
New York, as Collateral Agent
4.2 Security Agreement dated as of Exhibit 4.2 to
July 19, 1994, between Fleming Form 8-K dated
Companies, Inc. in favor of July 19, 1994
Morgan Guaranty Trust Company
of New York, as Collateral Agent
4.3 Amendment No. 1 to Credit Exhibit 4.3 to
Agreement, dated as of Form 8-K dated
July 21, 1994 July 19, 1994
4.4 Amendment No. 2 to Credit Exhibit 4.4 to
Agreement dated as of Form 10-K for year
November 14, 1994 ended December 31, 1994
4.5 Amendment No. 3 to Credit
Agreement dated as of
June 30, 1995
4.6 Amendment No. 4 to Credit
Agreement dated as of
February 15, 1996
4.7 Agreement to furnish copies of
other long-term debt instruments
4.8 Rights Agreement dated as of Exhibit 28 to
July 7, 1986, between the Form 8-K dated
Registrant and Morgan June 24, 1986
Guaranty Trust Company of New
York
4.9 Amendment to Rights Agreement Exhibit 28.1 to
dated as of August 22, 1989, Form 8-K dated
between the Registrant August 22, 1989
and First Chicago Trust Company
of New York, as Rights Agent
4.10 Rights Agreement dated as of Exhibit 4.0 to Form
February 27, 1996 between 8-K dated February
Fleming Companies, Inc. and 27, 1996
Liberty Bank and Trust Company
of Oklahoma City, N. A.
Effective as of the close of
business on July 6, 1996
4.11 Indenture dated as of December Exhibit 4 to
1, 1989, between the Registrant Registration
and Morgan Guaranty Trust Statement No.
Company of New York, as trustee 33-29633
4.12 Indenture dated as of Exhibit 4.9 to
December 15, 1994, between the Form 10-K for year
Registrant, Subsidiary Guaran- ended December 31, 1994
tors and Texas Commerce Bank
National Association, as
Trustee, regarding $300
million of 10 5/8% Senior Notes
4.13 Indenture dated as of December Exhibit 4.10 to
15, 1994, between the Regis- Form 10-K for
trant, Subsidiary Guarantors year ended
and the Texas Commerce Bank December 31, 1994
National Association, as Trustee,
regarding $200 million of Floating
Rate Senior Notes
10.0 Stock Purchase Agreement by and Exhibit 2.0 to
among Fleming Companies, Inc. Form 8-K dated
and Franz Haniel & Cie. GmbH July 19, 1994
dated as of July 15, 1994
10.1 Investment Advisor Agreement Exhibit 10.17 to
between the Registrant and The Form 10-K for year
First Boston Corporation dated ended December 30,
November 27, 1989 1989
10.2 Investment Advisor Agreement Exhibit 10.18 to
between the Registrant and Form 10-K for year
Merrill Lynch, Pierce, Fenner ended December 30,
& Smith Incorporated dated 1989
December 5, 1989
10.3 Dividend Reinvestment and Exhibit 28.1 to
Stock Purchase Plan, as Registration
amended Statement No.
33-26648 and
Exhibit 28.3
to Registration
Statement No.
33-45190
10.4* 1985 Stock Option Plan Exhibit 28(a) to
Registration
Statement No.
2-98602
10.5* Form of Award Agreement for Exhibit 10.6 to
1985 Stock Option Plan (1994) Form 10-K for year
ended December 25, 1993
10.6* 1990 Stock Option Plan Exhibit 28.2 to
Registration
Statement No.
33-36586
10.7* Form of Award Agreement for Exhibit 10.8 to
1990 Stock Option Plan (1994) Form 10-K for year
ended December 25, 1993
10.8* Fleming Management Incentive Exhibit 10.4 to
Compensation Plan Registration
Statement No.
33-51312
10.9* Directors' Deferred Exhibit 10.5 to
Compensation Plan Registration
Statement No.
33-51312
10.10* Amended and Restated Supple- Exhibit 10.10 to
mental Retirement Plan Form 10-K for year
ended December 31, 1994
10.11* Form of Amended and Restated Exhibit 10.11 to
Supplemental Retirement Form 10-K for year
Income Agreement ended December 31, 1994
10.12* Godfrey Company 1984 Non- Appendix II to
qualified Stock Option Plan Registration
Statement No.
33-18867
10.13* Form of Amended and Restated Exhibit 10.13 to
Severance Agreement between the Form 10-K for year
Registrant and certain of its ended December 31, 1994
officers
10.14* Fleming Companies, Inc. 1990 Exhibit B to
Stock Incentive Plan dated Proxy Statement
February 20, 1990 for year ended
December 30, 1989
10.15* Fleming Companies, Inc. 1996 Exhibit A to
Stock Incentive Plan dated Proxy Statement
February 27, 1996 for year ended
December 30, 1995
10.16* Phase I of Fleming Companies, Exhibit 10.16 to
Inc. Stock Incentive Plan and Form 10-K for year
Form of Awards Agreement ended December 30,
1989
10.17* Phase II of Fleming Companies, Exhibit 10.12 to
Inc. Stock Incentive Plan Form 10-K for year
ended December 26,
1992
10.18* Phase III of Fleming Companies, Exhibit 10.17 to
Inc. Stock Incentive Plan Form 10-K for year
ended December 25,
1993
10.19* Fleming Companies, Inc. Exhibit 10.14 to
Directors' Stock Form 10-K for year
Equivalent Plan ended December 28,
1991
10.20* Agreement between the Exhibit 10.19 to
Registrant and Form 10-K for year
E. Dean Werries ended December 25,
1993
10.21* Supplemental Income Trust Exhibit 10.20 to
Form 10-K for year
ended December 31, 1994
10.22* Form of Employment Agreement Exhibit 10.20 to
between Registrant and certain Form 10-K for year
of the employees ended December 31,
1994
10.23* Economic Value Added Incentive Exhibit A to Proxy
Bonus Plan Statement for year
ended December 31, 1994
10.24* Agreement between the
Registrant and
William J. Dowd
12 Computation of ratio of
earnings to fixed charges
21 Subsidiaries of the Registrant
24 Power of attorney instruments
signed by certain directors
and officers of the Registrant
appointing Harry L. Winn, Jr.,
Executive Vice President and
Chief Financial Officer, as
attorney-in-fact and agent to
sign the Annual Report on
Form 10-K on behalf of said
directors and officers
27 Financial Data Schedule
99.1 Company Undertaking
* Management contract, compensatory plan or arrangement.
(b) Reports on Form 8-K:
On January 16, 1996, registrant filed under Item 5. disclosing the
completion of the foreclosure of its security interest in the assets of
ABCO Holding, Inc., and its subsidiary, ABCO Markets, Inc.
On March 20, 1996, registrant filed under Item 5. disclosing its
announcement that the verdict received in the David's Supermarkets, Inc.
lawsuit will be appealed.
On March 21, 1996, registrant filed under Item 5. disclosing the
adoption of a new rights plan.
On March 28, 1996, registrant filed under Item 5. disclosing a quarterly
dividend declared at a rate lower than its previous quarterly dividend.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Fleming has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized on the 29th day of March 1996.
FLEMING COMPANIES, INC.
ROBERT E. STAUTH
By: Robert E. Stauth
Chairman and
Chief Executive Officer
(Principal executive officer)
HARRY L. WINN, JR.
By: Harry L. Winn, Jr.
Executive Vice President and
Chief Financial Officer
(Principal financial officer)
KEVIN J. TWOMEY
By: Kevin J. Twomey
Vice President - Controller
(Principal accounting officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on the 29th day of March 1996.
ROBERT E. STAUTH
Robert E. Stauth Archie R. Dykes* Carol B. Hallett*
(Chairman of the Board) (Director) (Director)
James G. Harlow, Jr.* Lawrence M. Jones* Edward C. Joullian III*
(Director) (Director) (Director)
Howard H. Leach* Guy O. Osborn*
(Director) (Director)
HARRY L. WINN, JR.
Harry L. Winn, Jr.
(Attorney-in-fact)
*A Power of Attorney authorizing Harry L. Winn, Jr. to sign the Annual Report on
Form 10-K on behalf of each of the indicated directors of Fleming Companies,
Inc. has been filed herein as Exhibit 24.
EXHIBIT 4.5
AMENDMENT NO. 3 TO CREDIT AGREEMENT
AMENDMENT dated as of June 30, 1995, to the
$2,200,000,000 Credit Agreement dated as of July 19, 1994 (as
heretofore amended, the "Credit Agreement") among FLEMING
COMPANIES, INC., the BANKS party thereto, the AGENTS party
thereto and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as
Managing Agent.
W I T N E S S E T H:
WHEREAS, the Borrower desires to amend the Credit
Agreement to effect the amendments reflected herein, and the
Banks party hereto are willing to agree to such amendments;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise
specifically defined herein, each term used herein that is
defined in the Credit Agreement shall have the meaning assigned
to such term in the Credit Agreement. Each reference to
"hereof," "hereunder," "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and each
other similar reference contained in the Credit Agreement shall
from and after the date hereof refer to the Credit Agreement as
amended hereby.
SECTION 2. Amendment of Section 1.01 of the Credit
Agreement. Section 1.01 of the Credit Agreement is hereby
amended by changing the dollar amount set forth in the definition
of "Letter of Credit Commitment" from "$160,000,000" to
"$200,000,000".
SECTION 3. Amendment of Section 2.05 of the Credit
Agreement. (a) The table set out in Section 2.05(a) is hereby
amended to read in its entirety as follows:
Rating Level Base Rate Margin Additional Margin
I 0% 0.1000%
II, III, IV 0% 0.1250%
V 0% 0.1875%
VI 0% 0.2500%
VII 0.1250% 0.3750%
During Credit Watch
Period 0% 0.2500%
(b) The table set out in Section 2.05(b) is hereby
amended to read in its entirety as follows:
Rating Level CD Margin Additional Margin
I 0.3250% 0.1000%
II 0.3750% 0.1250%
III 0.4500% 0.1250%
IV 0.5750% 0.1250%
V 0.8125% 0.1875%
VI 1.1250% 0.2500%
VII 1.2500% 0.3750%
During Credit Watch
Period 1.1250% 0.2500%
(c) The table set out in Section 2.05(c) is amended to
read in its entirety as follows:
Euro-Dollar
Rating Level Margin Additional Margin
I 0.2000% 0.1000%
II 0.2500% 0.1250%
III 0.3250% 0.1250%
IV 0.4500% 0.1250%
V 0.6875% 0.1875%
VI 1.0000% 0.2500%
VII 1.1250% 0.3750%
During Credit Watch
Period 1.0000% 0.2500%
SECTION 4. Amendment of Section 2.07 of the Credit
Agreement. The table set out in Section 2.07(a)(i) is hereby
amended to read in its entirety as follows:
Rating Level Commitment Fee Rate
I or II 0.0000%
III 0.0250%
IV 0.0625%
V 0.0875%
VI or VII 0.1250%
During Credit Watch
Period 0.1250%
(b) The table set out in Section 2.07(b) is hereby
amended to read in its entirety as follows:
Rating Level Facility Fee Rate
I 0.1000%
II, III or IV 0.1250%
V 0.1875%
VI 0.2500%
VII 0.3750%
During Credit Watch
Period 0.2500%
(c) The table set out in Section 2.07(c) is hereby
amended to read in its entirety as follows:
Rating Level Letter of Credit Fee Rate
I 0.2000%
II 0.2500%
III 0.3250%
IV 0.4500%
V 0.6875%
VI 1.0000%
VII 1.1250%
During Credit Watch
Period 1.0000%
SECTION 5. Amendment of Section 5.09 of the Credit
Agreement. (a) Section 5.09 of the Credit Agreement is hereby
amended by inserting immediately before the colon appearing
before the table set forth therein the phrase "opposite the
period in which such day occurs".
(b) Section 5.09 of the Credit Agreement is hereby
further amended by changing the table found therein to read in
its entirety as follows:
Period Ratio
Effective Date through
April 22, 1995 1.40 to 1
April 23, 1995 through
December 30, 1995 1.25 to 1
December 31, 1995 through
December 30, 1996 1.30 to 1
December 31, 1996 through
April 20, 1997 1.40 to 1
April 21, 1997 through
December 30, 1997 1.55 to 1
December 31, 1997 through
December 30, 1998 1.66 to 1
December 31, 1998 through
December 30, 1999 1.77 to 1
Thereafter 1.90 to 1
SECTION 6. Amendment to Section 5.13 of the Credit
Agreement. (a) Section 5.13(a) of the Credit Agreement is
hereby amended by deleting the word "and" after the semicolon at
the end of clause (xiv) thereof, renumbering clause (xv) thereof
as clause (xvi), and inserting the following new clause (xv):
(xv) Debt of the Borrower, payable on demand or
maturing less than one year after the date of its
incurrence, in an aggregate principal amount outstanding
at any time not exceeding $100,000,000; and
(b) Clause (vi) of Section 5.13(b) of the Credit
Agreement is hereby amended by changing the phrase "(xiv) and
(xv)" to read "(xiv), (xv) and (xvi)" where such words appear in
such clause.
SECTION 7. Amendments to Security Documents and
Guarantee Agreements. Each Bank party hereto hereby
unconditionally and irrevocably authorizes and directs the
Collateral Agent to execute and deliver amendments to each
Security Document and Guarantee Agreement substantially in the
forms attached hereto as Exhibits A through E.
SECTION 8. Counterparts; Effectiveness. (a) This
Amendment may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
This Amendment shall become effective as of the date hereof when
the Managing Agent shall have received duly executed counterparts
hereof signed by the Borrower and (i) except in the case of the
amendments contained in Sections 3 and 4 hereof, the Required
Banks and (ii) in the case of the amendments contained in
Sections 3 and 4 hereof, all the Banks (or, in the case of any
Bank as to which an executed counterpart shall not have been
received, the Managing Agent shall have received telegraphic,
telex or other written confirmation from such party of execution
of a counterpart hereof by such Bank). When the amendments
contained in Section 3 become effective, interest on Fixed Rate
Loans outstanding on the date of effectiveness shall accrue for
each day during the applicable Interest Period on or after such
date with a CD Margin or Euro-Dollar Margin giving effect to such
amendments.
SECTION 9. Reduction of Commitments. When the
amendments contained in Sections 3 and 4 become effective, the
Tranche A Commitments shall automatically be reduced by
$250,000,000, without any requirement that the Borrower give any
notice to the Managing Agent pursuant to Section 2.08 of the
Credit Agreement.
SECTION 10. Governing Law. THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized
officers as of the day and year first above written.
FLEMING COMPANIES, INC.
JOHN M. THOMPSON
By John M. Thompson
Title: Vice President and
Treasurer
BANKS
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
STEPHEN B. KING
By Stephen B. King
Title: Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
J. STEPHEN MERNICK
By J. Stephen Mernick
Title: Senior Vice President
THE BANK OF NOVA SCOTIA
F.C.H. ASHBY
By F.C.H. Ashby
Title: Senior Manager Loan Operations
CANADIAN IMPERIAL BANK OF COMMERCE
GARY C. GASKILL
By Gary C. Gaskill
Title: Authorized Signatory
CREDIT SUISSE
DAVID J. WORTHINGTON
By David J. Worthington
Title: Member of Senior Management
MARILOU PALENZUELA
By Marilou Palenzuela
Title: Member of Senior Management
DEUTSCHE BANK AG NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
JEAN M. HANNIGAN
By Jean M. Hannigan
Title: Assistant Vice President
JOHN AUGSBURGER
By John Augsburger
Title: Vice President
THE FUJI BANK, LIMITED
DAVID KELLEY
By David Kelley
Title: Vice President and
Senior Manager
NATIONSBANK OF TEXAS, N.A.
BIANCA HEMMEN
By Bianca Hemmen
Title: Senior Vice President
SOCIETE GENERALE, SOUTHWEST AGENCY
RICHARD M. LEWIS
By Richard M. Lewis
Title: Vice President
THE SUMITOMO BANK LTD.
HOUSTON AGENCY
HARUMITSU SEKI
By Harumitsu Seki
Title: General Manager
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
MATTHEW H. HILDRETH
By Matthew H. Hildreth
Title: Vice President
THE TORONTO-DOMINION BANK
F.B. HAWLEY
By F.B. Hawley
Title: Manager Credit Administration
UNION BANK OF SWITZERLAND,
HOUSTON AGENCY
JAN BUETTGEN
By Jan Buettgen
Title: Vice President -
Corporate Banking
GEORGE KUBORE
By George Kubore
Title: Assistant Vice President
FIRST INTERSTATE BANK OF CALIFORNIA
WILLIAM J. BAIRD
By William J. Baird
Title: Senior Vice President
JUDY MAAHS
By Judy Maahs
Title: Assistant Vice President
WACHOVIA BANK OF GEORGIA,
NATIONAL ASSOCIATION
DAVID L. GAINES
By David L. Gaines
Title: Senior Vice President
CREDIT LYONNAIS NEW YORK BRANCH
ROBERT IVOSEVICH
By Robert Ivosevich
Title: Senior Vice President
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND",
NEW YORK BRANCH
J. SCOTT TAYLOR
By J. Scott Taylor
Title: Vice President
W. JEFFREY VOLLACK
By W. Jeffrey Vollack
Title: Vice President, Manager
THE SANWA BANK LIMITED,
DALLAS AGENCY
BLAKE WRIGHT
By Blake Wright
Title: Vice President
BANQUE NATIONALE DE PARIS
HENRY F. SETINA
By Henry F. Setina
Title: Vice President
BOATMEN'S FIRST NATIONAL BANK
OF OKLAHOMA
K. RANDY ROPER
By K. Randy Roper
Title: Senior Vice President
CITIBANK N.A.
W. P. STENGEL
By W. P. Stengel
Title: Vice President
COMMERZBANK AG, ATLANTA AGENCY
ANDREAS K. BREMER
By Andreas K. Bremer
Title: Senior Vice President & Manager
CLAUDIA ROST
By Claudia Rost
Title: Assistant Treasurer
DAI-ICHI KANGYO BANK, LTD.
NEW YORK BRANCH
ANDREAS PANTELI
By Andreas Panteli
Title: Vice President
THE INDUSTRIAL BANK OF JAPAN, LTD.
ROBERT W. RAMAGE, JR.
By Robert W. Ramage, Jr.
Title: Senior Vice President
LTCB TRUST COMPANY
SATORU OTSUBO
By Satoru Otsubo
Title: Executive Vice President
THE MITSUBISHI BANK, LIMITED
HOUSTON AGENCY
TAKESHI YOKOKAWA
By Takeshi Yokokawa
Title: Joint General Manager
NATIONAL WESTMINSTER BANK Plc
NASSAU BRANCH
ERNEST V. HODGE
By Ernest V. Hodge
Title: Vice President
NATIONAL WESTMINSTER BANK Plc
NEW YORK BRANCH
ERNEST V. HODGE
By Ernest V. Hodge
Title: Vice President
UNITED STATES NATIONAL BANK
OF OREGON
BLAKE R. HOWELLS
By Blake R. Howells
Title: Vice President
BANK OF AMERICA ILLINOIS
J. STEPHEN MERNICK
By J. Stephen Mernick
Title: Senior Vice President
PNC BANK, NATIONAL ASSOCIATION
GREGORY T. GASCHLER
By Gregory T. Gaschler
Title: Vice President
BANK OF HAWAII
JOSEPH T. DONALSON
By Joseph T. Donalson
Title: Vice President
THE BANK OF TOKYO, LTD.,
DALLAS AGENCY
JOHN M. MEARNS
By John M. Mearns
Title: Vice President & Manager
BANQUE PARIBAS
PIERRE-JEAN DE FILIPPIS
By Pierre-Jean de Filippis
Title: General Manager
ROBERT G. SHAW
By Robert G. Shaw
Title: Vice President
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR
IAIN A. WHYTE
By Iain A. Whyte
Title: Assistant Vice President
KENNETH C. COULTER
By Kenneth C. Coulter
Title: Vice President
BAYERISCHE VEREINSBANK AG,
LOS ANGELES AGENCY
JOHN CARLSON
By John Carlson
Title: Vice President
SYLVIA K. CHENG
By Sylvia K. Cheng
Title: Vice President
BHF-BANK, NEW YORK BRANCH
PAUL TRAVERS
By Paul Travers
Title: Vice President
PERRY FORMAN
By Perry Forman
Title: Assistant Vice President
DAIWA BANK TRUST COMPANY
JOEL LIMJAP
By Joel Limjap
Title: Vice President
MASAFUMI ASAI
By Masafumi Asai
Title: Vice President & Manager
DG BANK
DEUTSCHE GENOSSENSCHAFTSBANK
NORAH MCCANN
By Norah McCann
Title: Senior Vice President
KAREN A. BRINKMAN
By Karen A. Brinkman
Title: Vice President
FIRST HAWAIIAN BANK
ROBERT M. WHEELER III
By Robert M. Wheeler III
Title: Vice President
FIRST UNION NATIONAL BANK
OF NORTH CAROLINA
MARK M. HARDEN
By Mark M. Harden
Title: Vice President
LIBERTY BANK AND TRUST COMPANY
OF OKLAHOMA CITY, N.A.
LAURA CHRISTOFFERSON
By Laura Christofferson
Title: Vice President
MANUFACTURERS AND TRADERS
TRUST COMPANY
GEOFFREY R. FENN
By Geoffrey R. Fenn
Title: Vice President
THE MITSUBISHI TRUST AND BANKING
CORPORATION
MASAAKI YAMAGISHI
By Masaaki Yamagishi
Title: Chief Manager
THE MITSUI TRUST AND BANKING
COMPANY, LIMITED
GERARD MACHADO
By Gerard Machado
Title: Vice President
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
PERRY G. PELOS
By Perry G. Pelos
Title: Vice President
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, New York Branch
RICHARD R. NEWMAN
By Richard R. Newman
Title: Vice President
S. BATINELLI
By S. Batinelli
Title: Vice President
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, Cayman Islands
Branch
L. GUERNSEY
By L. Guernsey
Title: Vice President
S. BATINELLI
By S. Batinelli
Title: Vice President
THE YASUDA TRUST AND BANKING
COMPANY, LTD.
NEIL T. CHAU
By Neil T. Chau
Title: First Vice President
THE FIRST NATIONAL BANK OF CHICAGO
LYNN M. HICKEY
By Lynn M. Hickey
Title: Corporate Banking Officer
BANK HAPOALIM B.M., Los Angeles Branch
SHMUEL SHAKKED
By Shmuel Shakked
Title: Senior Vice President
LORI LAKE
By Lori Lake
Title: Assistant Vice President
THE CHASE MANHATTAN BANK, N.A.
DAHLIA C. MUNROE
By Dahlia C. Munroe
Title: Second Vice President
KREDIETBANK N.V.
ROBERT SNAUFFER
By Robert Snauffer
Title: Vice President
THOMAS R. LALLI
By Thomas R. Lalli
Title: Vice President
MERCANTILE BANK OF ST. LOUIS
NATIONAL ASSOCIATION
JOHN BILLINGS
By John Billings
Title: Vice President
THE SUMITOMO BANK OF CALIFORNIA
SEISHI JIROMARU
By Seishi Jiromaru
Title: Senior Vice President &
Division Manager
EXHIBIT 4.6
AMENDMENT NO. 4 TO CREDIT AGREEMENT
AMENDMENT dated as of February 15, 1996, to the
$2,200,000,000 Credit Agreement dated as of July 19, 1994 (as
heretofore amended, the "Credit Agreement") among FLEMING
COMPANIES, INC., the BANKS party thereto, the AGENTS party
thereto and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as
Managing Agent.
W I T N E S S E T H:
WHEREAS, the Borrower desires to amend the Credit
Agreement to effect the amendments reflected herein, and the
Banks party hereto are willing to agree to such amendments;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise
specifically defined herein, each term used herein that is
defined in the Credit Agreement shall have the meaning assigned
to such term in the Credit Agreement. Each reference to
"hereof," "hereunder," "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and each
other similar reference contained in the Credit Agreement shall
from and after the date hereof refer to the Credit Agreement as
amended hereby.
SECTION 2. Amendment of Section 1.01 of the Credit
Agreement. (a) The definition of "Interest Period" in Section
1.01 of the Credit Agreement is hereby amended by inserting the
phrase "one week or" immediately after the word "ending" in the
fifth line of clause (1) thereof.
(b) The definition of "Interest Period" in Section
1.01 of the Credit Agreement is hereby further amended by
inserting the phrase "(other than an Interest Period of one
week)" immediately after the phrase "any Interest Period" in the
first line of subparagraph (a) thereof.
(c) The definition of "Interest Period" in Section
1.01 of the Credit Agreement is hereby further amended by
inserting the phrase "(other than an Interest Period of one
week)" immediately after the phrase "any Interest Period" in the
first line of subparagraph (b) thereof.
SECTION 3. Amendment of Section 5.09 of the Credit
Agreement. Section 5.09 of the Credit Agreement is hereby
amended by changing the table found therein to read in its
entirety as follows:
Period Ratio
Effective Date through
April 22, 1995 1.40 to 1
April 23, 1995 through
December 30, 1995 1.25 to 1
December 31, 1995 through
December 25, 1998 1.10 to 1
December 26, 1998 through
December 24, 1999 1.30 to 1
Thereafter 1.60 to 1
SECTION 4. Calculation of Fixed Charge Coverage
Covenant. The Banks hereby agree that for purposes of
calculating compliance with the covenant contained in Section
5.09 of the Credit Agreement, Consolidated Net Income for any
period shall be calculated on a pro-forma basis excluding any
non-cash charges taken after October 7, 1995 for (i) amounts with
respect to the bankruptcy of Megafoods Stores, Inc. and (ii)
losses incurred by the Borrower with respect to the sale or
disposition of LAS, Inc., its subsidiaries or any of their
assets.
SECTION 5. Amendment of Section 9.05 of the Credit
Agreement. Subsection (c) of Section 9.05 of the Credit
Agreement is amended by changing that portion of the first
sentence appearing prior to the proviso therein, to read in its
entirety as follows:
Any Bank may at any time assign to one or more banks or
other institutions (each, an "Assignee"):
(x) all of its rights and obligations under this Agreement
and the Notes with respect to any Tranche, or
(y) any part of its rights and obligations under this
Agreement and the Notes (equivalent to combined unused
Commitments and outstanding Loans of at least
$10,000,000 (except where the Assignee is already a
Bank)), provided that if the unused Commitment and
outstanding Loans of such transferor Bank for any
Tranche are less than $10,000,000, and such transferor
Bank wishes to assign any part of its Commitment and
Loans for such Tranche (other than to an Assignee that
is already a Bank), it must assign all of its
Commitment and Loans for such Tranche,
and such Assignee shall assume such rights and obligations,
pursuant to an Assignment and Assumption Agreement in
substantially the form of Exhibit D hereto executed by such
Assignee and such transferor Bank with (and subject to) the
subscribed consent of the Borrower, the Managing Agent and
the Issuing Banks, which consent shall not be unreasonably
withheld;
SECTION 6. Amendment to Exhibit E. Exhibit E to the
Credit Agreement is hereby amended by changing footnote *** on
page 2 thereof to read in its entirety as follows:
***For CD Borrowings: 30, 60, 90, 180 or 360 days. For
Euro-Dollar Borrowings: one week or 1, 2, 3, 6, or 12
months.
SECTION 7. Representations and Warranties. The
Borrower hereby represents and warrants that each of the
representations and warranties contained in the Credit Agreement
shall be true as of the effective date of this Amendment.
SECTION 8. Counterparts; Effectiveness. (a) This
Amendment may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
(b) This Amendment shall become effective as of the
date hereof when the Managing Agent shall have received duly
executed counterparts hereof signed by the Borrower and the
Required Banks (or, in the case of any Bank as to which an
executed counterpart shall not have been received, the Managing
Agent shall have received telegraphic, telex or other written
confirmation from such party of execution of a counterpart hereof
by such Bank).
(c) Promptly after this Amendment has become effective,
the Borrower shall pay to the Managing Agent for the account of
each Bank in immediately available funds, an amendment fee in an
amount equal to .10% of the sum (as at the opening of business on
the date hereof) of (A) the Tranche A Commitment of such Bank and
(B) the aggregate outstanding principal amount of the Tranche C
Loans of such Bank.
SECTION 9. Governing Law. THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized
officers as of the day and year first above written.
FLEMING COMPANIES, INC.
By
Title:
BANKS
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By
Title:
THE BANK OF NOVA SCOTIA
By
Title:
CANADIAN IMPERIAL BANK OF COMMERCE
By
Title:
CREDIT SUISSE
By
Title:
By
Title:
DEUTSCHE BANK AG NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
By
Title:
By
Title:
THE FUJI BANK, LIMITED
By
Title:
NATIONSBANK OF TEXAS, N.A.
By
Title:
SOCIETE GENERALE, SOUTHWEST AGENCY
By
Title:
THE SUMITOMO BANK LTD.
HOUSTON AGENCY
By
Title:
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
By
Title:
THE TORONTO-DOMINION BANK
By
Title:
UNION BANK OF SWITZERLAND,
HOUSTON AGENCY
By
Title:
By
Title:
FIRST INTERSTATE BANK OF CALIFORNIA
By
Title:
By
Title:
WACHOVIA BANK OF GEORGIA,
NATIONAL ASSOCIATION
By
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By
Title:
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND",
NEW YORK BRANCH
By
Title:
By
Title:
THE SANWA BANK LIMITED,
DALLAS AGENCY
By
Title:
BANQUE NATIONALE DE PARIS
By
Title:
BOATMEN'S FIRST NATIONAL BANK
OF OKLAHOMA
By
Title:
CITIBANK N.A.
By
Title:
DAI-ICHI KANGYO BANK, LTD.
NEW YORK BRANCH
By
Title:
THE INDUSTRIAL BANK OF JAPAN, LTD.
By
Title:
LTCB TRUST COMPANY
By
Title:
THE MITSUBISHI BANK, LIMITED
HOUSTON AGENCY
By
Title:
NATIONAL WESTMINSTER BANK Plc
NASSAU BRANCH
By
Title:
NATIONAL WESTMINSTER BANK Plc
NEW YORK BRANCH
By
Title:
UNITED STATES NATIONAL BANK
OF OREGON
By
Title:
BANK OF AMERICA ILLINOIS
By
Title:
PNC BANK, NATIONAL ASSOCIATION
By
Title:
BANK OF HAWAII
By
Title:
THE BANK OF TOKYO, LTD.,
DALLAS AGENCY
By
Title:
BANQUE PARIBAS
By
Title:
By
Title:
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR
By
Title:
By
Title:
BAYERISCHE VEREINSBANK AG,
LOS ANGELES AGENCY
By
Title:
By
Title:
BHF-BANK, NEW YORK BRANCH
By
Title:
By
Title:
DG BANK
DEUTSCHE GENOSSENSCHAFTSBANK
By
Title:
By
Title:
FIRST HAWAIIAN BANK
By
Title:
FIRST UNION NATIONAL BANK
OF NORTH CAROLINA
By
Title:
LIBERTY BANK AND TRUST COMPANY
OF OKLAHOMA CITY, N.A.
By
Title:
MANUFACTURERS AND TRADERS
TRUST COMPANY
By
Title:
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By
Title:
THE MITSUI TRUST AND BANKING
COMPANY, LIMITED
By
Title:
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By
Title:
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, New York Branch
By
Title:
By
Title:
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, Cayman Islands
Branch
By
Title:
By
Title:
THE YASUDA TRUST AND BANKING
COMPANY, LTD.
By
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By
Title:
BANK HAPOALIM B.M., Los Angeles Branch
By
Title:
By
Title:
THE CHASE MANHATTAN BANK, N.A.
By
Title:
KREDIETBANK N.V.
By
Title:
By
Title:
MERCANTILE BANK OF ST. LOUIS
NATIONAL ASSOCIATION
By
Title:
THE SUMITOMO BANK OF CALIFORNIA
By
Title:
Exhibit 4.7
INSTRUMENTS DEFINING THE RIGHTS OF
SECURITY HOLDERS, INCLUDING INDENTURES
The Registrant has various long-term debt agreements which define the rights
of the holders of the related debt securities of the Registrant. No agreement
with respect to the Registrant's long-term debt exceeds 10% of total assets,
except the $1.25 billion Credit Agreement dated as of February 15, 1996 (as
amended) (incorporated by reference) and the Indentures dated as of December
15, 1995 (incorporated by reference). Debt agreements that do not exceed 10%
of total assets have not been filed. The Registrant agrees to furnish copies
of any unfiled debt agreements to the Commission upon request.
FLEMING COMPANIES, INC.
(Registrant)
KEVIN J. TWOMEY
Date March 29, 1996 By Kevin J. Twomey
Vice President-Controller
(Chief Accounting Officer)
Exhibit 10.24
OFFER FOR COMPENSATION
BILL DOWD
PRESIDENT & CHIEF OPERATING OFFICER
FLEMING COMPANIES, INC.
1. Salary: $475,000
2. Bonus Potential: $356,250 (Same formula calculations as other executive
officers.)
3. 1995 Bonus: Will receive proportionate amount that other executive
officers would receive based on EVA calculations for
year end results 1995, payable following board meeting
in February, 1996.
4. Stock Options: 20,000 time vested shares, 40,000 performance shares,
16,000 restricted shares.
5. Deluxe Cadillac - grade up from vehicles given to executive vice
presidents.
6. Country Club membership - social membership only.
7. Relocation: Fleming will reimburse Cott for an equal amount to
what they paid to cover the sale and closing on his
house.
Pay moving costs.
Up to 2% of Oklahoma City home value for closing.
Temporary living in a company provided apartment.
8. Employment Agreement which takes effect in the event of a change in
control.
9. Severance Agreement - if terminated for any reason other than cause, pay
one year's salary.
10. Health coverage - company to pay COBRA premium for two months.
11. Retirement/SERP (see attached)
Age: 53
Est. Soc. Sec. $15,310
Years to retire: 12
Qualified Annual Pension at age 65 $26,938
Target Total Pension $260,000
Fleming Pension (26,938)
Primary & Spousal Soc. Sec. (22,965)
Kraft Retirement (50,000)
$160,097
Round to: $162,000
Payable as Follows:
Year Age at Retirement Annual SERP Payments
After year 1 54 0
2 55 0
3 56 0
4 57 0
5 58 0
6 59 $81,000
7 60 94,500
8 61 108,000
9 62 121,500
10 63 135,000
11 64 148,500
12 65 162,000
Agreed to and accepted this 7th day of July, 1995
Fleming Companies, Inc.
ROBERT E. STAUTH BILL DOWD
By: Robert E. Stauth Bill Dowd
Chairman and CEO
Exhibit 12
FLEMING COMPANIES, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
FISCAL YEAR ENDED THE LAST SATURDAY IN DECEMBER
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C>
Earnings:
Pretax income $104,329 $194,941 $ 72,078 $112,337 $ 85,892
Fixed charges, net 117,855 105,724 102,311 148,125 212,173
Total earnings $222,184 $300,665 $174,389 $260,462 $298,065
Fixed charges:
Interest expense $ 93,353 $ 81,102 $ 78,029 $120,071 $175,390
Portion of rental charges
deemed to be interest 22,907 23,027 22,969 27,746 36,456
Capitalized interest and
debt issuance cost
amortization 1,464 1,287 1,005 364 708
Total fixed charges $117,724 $105,416 $102,003 $148,181 $212,554
Ratio of earnings
to fixed charges 1.89 2.85 1.71 1.76 1.40
</TABLE>
"Earnings" consist of income from continuing operations before income taxes
and fixed charges excluding capitalized interest. Capitalized interest
amortized during the respective periods is added back to earnings.
"Fixed charges, net" consist of interest expense, an estimated amount of
rental expense which is deemed to be representative of the interest factor and
amortization of capitalized interest and debt issuance cost.
The pro forma ratio of earnings to fixed charges is omitted as it is not
applicable.
Exhibit 21
FLEMING COMPANIES, INC. AND CONSOLIDATED SUBSIDIARIES
SUBSIDIARIES OF THE REGISTRANT
The following table sets forth Fleming's active wholly owned subsidiaries:
Name Jurisdiction of Organization
Gateway Foods, Inc. Wisconsin
Not included above are 3 retail equity store corporations in which Fleming
owns more than 50% of the voting securities as described under "Capital
Invested in Retailers" in Item 1 hereto.
The company has other subsidiaries that are not reflected herein. In the
aggregate, these are not significant.
Exhibit 24
POWER OF ATTORNEY
We, the undersigned officers and directors of Fleming Companies, Inc.
(hereinafter the "Company"), hereby severally constitute Robert E. Stauth,
Harry L. Winn, Jr. and David R. Almond, and each of them severally, our true
and lawful attorneys with full power to them and each of them to sign for us,
and in our names as officers or directors, or both, of the Company, the Annual
Report on Form 10-K for the fiscal year ended December 31, 1995, and any and
all amendments thereto, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and to perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.
Dated this 27th day of February, 1996.
Signature Title
ROBERT E. STAUTH
Robert E. Stauth Chairman and Chief
Executive Officer
HARRY L. WINN, JR.
Harry L. Winn, Jr. Executive Vice President and
Chief Financial Officer
(principal financial officer)
KEVIN J. TWOMEY
Kevin J. Twomey Vice President -
Controller
(principal accounting officer)
ARCHIE R. DYKES
Archie R. Dykes Director
CAROL B. HALLETT
Carol B. Hallett Director
JAMES G. HARLOW, JR.
James G. Harlow, Jr. Director
LAWRENCE M. JONES
Lawrence M. Jones Director
EDWARD C. JOULLIAN III
Edward C. Joullian III Director
HOWARD H. LEACH
Howard H. Leach Director
GUY A. OSBORN
Guy A. Osborn Director
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-K
FOR THE YEAR DECEMBER 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-30-1995
<PERIOD-END> DEC-30-1995
<CASH> 4,426
<SECURITIES> 0
<RECEIVABLES> 375,351
<ALLOWANCES> 35,136
<INVENTORY> 1,207,329
<CURRENT-ASSETS> 1,650,771
<PP&E> 1,527,526
<DEPRECIATION> 532,364
<TOTAL-ASSETS> 4,296,685
<CURRENT-LIABILITIES> 1,286,355
<BONDS> 1,347,987
0
0
<COMMON> 94,291
<OTHER-SE> 989,031
<TOTAL-LIABILITY-AND-EQUITY> 4,296,685
<SALES> 17,501,572
<TOTAL-REVENUES> 17,501,572
<CGS> 16,091,039
<TOTAL-COSTS> 17,209,777
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 30,513
<INTEREST-EXPENSE> 175,390
<INCOME-PRETAX> 85,892
<INCOME-TAX> 43,891
<INCOME-CONTINUING> 42,001
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 42,001
<EPS-PRIMARY> 1.12
<EPS-DILUTED> 1.12
</TABLE>
Exhibit 99.1
FORM S-8 UNDERTAKING
The following is incorporated by reference in Item 21 of Part II of the
registrant's registration statements on Form S-8:
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
